TIDMEBOX TIDMBOXE
RNS Number : 3301I
Tritax EuroBox PLC
11 August 2021
11 August 2021
Publication of a Related Party Circular
(the "Circular") containing a notice of General Meeting of the
Company
Further to its announcement of 10 August 2021 in relation to the
Settimo Torinese Proposal, the Company announces that it has
published a Circular, having received approval from the Financial
Conduct Authority, which will be posted to shareholders today.
The Circular seeks shareholder approval to complete the Settimo
Torinese Proposal outlined on 10 August 2021, as well as seeking
shareholder approval in relation to the entry by Pakobo NV
("Pakobo"), a wholly owned subsidiary of the Company, into a
conditional development management agreement with LCP Belgium NV
("LCP Belgium"), a wholly-owned subsidiary of LCP Holdco Lux
S.à.r.l. ("LCP HoldCo"), pursuant to which LCP Belgium would be
appointed as a development manager to assist with managing the
development of a logistics warehouse on an area of land located in
Bornem, Belgium and owned by the Company (the "Bornem Proposal").
As LCP HoldCo is considered as a related party to the Company under
the Listing Rules, both the Bornem Proposal and the Settimo
Torinese proposal (together, the "Proposed Transactions") are
subject to shareholder approval.
The Circular contains a notice convening a General Meeting of
the Company at which approval will be sought from shareholders for
implementation of the Proposed Transactions. The General Meeting
will be held at 10 a.m. on 27 August 2021 at the offices of the
Company at 3rd Floor, 6 Duke Street St James's, London, SW1Y
6BN.
A copy of the Circular will shortly be made available on the
Company's website ( www.tritaxeurobox.co.uk ) and submitted to the
National Storage Mechanism, where it will be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Unless otherwise defined, capitalised terms used in this
announcement shall have the same meaning as set out in the
Circular.
Further detail on the Bornem Proposal can be found below.
For further information please contact:
Tritax Group
+44 (0) 20 8051 5070
Nick Preston
Mehdi Bourassi
Jo Blackshaw (Investor Relations)
Maitland/AMO (Media inquiries)
James Benjamin
+44 (0) 7747 113 930
tritax-maitland@maitland.co.uk
The Company's LEI is: 213800HK59N7H979QU33.
Notes:
Tritax EuroBox plc invests in and manages a well-diversified
portfolio of well-located Continental European logistics real
estate assets that are expected to deliver an attractive capital
return and secure income to shareholders. These assets fulfil key
roles in the logistics and distribution supply-chain focused on the
most established logistics markets and on the major population
centres across core Continental European countries.
Occupier demand for Continental European logistics assets is in
the midst of a major long-term structural change principally driven
by the growth of e-commerce. This is evidenced by technological
advancements, increased automation and supply-chain
optimisation.
The Company's Manager, Tritax Management LLP, has assembled a
full-service European logistics asset management capability
including specialist "on the ground" asset and property managers
with strong market standings in the Continental European logistics
sector.
Further information on Tritax EuroBox plc is available at
www.tritaxeurobox.co.uk
Appointment of a development manager for a logistics facility in
Belgium
Background to and reasons for the Bornem Proposal
The Company is in the process of building a new, circa 15,000
square meters, logistics facility on an unused area of land at the
site it owns in Bornem, Belgium and has instructed a general
contractor to construct the building. The Company needs to appoint
a development manager to oversee the construction of the logistics
facility on its behalf. LCP Belgium is well placed to act in this
capacity for the Company due to its experience in the Belgian
logistics development market and also because of its experience as
asset manager for the Company's Belgian assets.
The Company believes that this investment will assist in
achieving its performance targets. The Company's investment in this
project accords with its investment strategy and is in line with
its investment policy. The Company's total investment will be
approximately EUR7.2 million, which represents the expected
construction costs, including development management costs. Once
leased, the asset is expected to produce a yield on cost of
approximately 9 per cent. per annum (excluding site cost as the
Company previously acquired the land) and see strong capital value
growth once it is leased. The Company is confident that the
property will be leased shortly after completion due to the strong
occupier demand and limited supply of new logistics buildings in
the Brussels/Antwerp corridor.
Information on the Bornem Site
The Group acquired a logistics park in Bornem, Belgium (the
"Bornem Logistics Park") in October 2018. The Bornem Logistics Park
is held by the Group through one of its Belgium subsidiaries,
Pakobo.
When acquired, the Bornem Logistics Park included two existing
logistics facilities and three potential development plots on
45,000 square metres of vacant land. The Group sold one of the
potential development plots comprising 16,000 square metres of
vacant land in March 2020.
The Group received a building permit from the Belgian
authorities in January 2020 to develop a new logistics warehouse
(the "Warehouse") on the two remaining plots (the "Bornem Site").
The development of the Warehouse is expected to complete during Q4
2021.
The Bornem Site is a piece of land located at Klein-Mechelen 18C
and 18D at 2880 Bornem, Belgium with a total area of approximately
29,000 square metres.
Principal terms of the Bornem Proposal
-- On 11 August 2021, Pakobo entered into a conditional
development management agreement with LCP Belgium (the "Bornem
DMA") pursuant to which LCP Belgium would be appointed as a
development manager to assist with managing the development of the
Bornem Site.
-- The aggregate fees payable by Pakobo to LCP Belgium under the
Bornem DMA is EUR990,203, payable by way of (i) an initial payment
of EUR508,607 becoming due as soon as the agreement is entered
into, and (ii) nine monthly instalments amounting to a total sum of
EUR481,596 for the duration of the Bornem DMA. Pakobo will also
reimburse any expenses incurred by LCP Belgium in carrying out its
role as a development manager of the Bornem Site. The fees payable
in connection with the Bornem Proposal will be provided out of the
existing cash resources of the Group.
-- Under the Bornem DMA, during the construction of the
Warehouse, a licence fee, amounting to a total sum of EUR173,557
(excluding VAT, if any), is payable by LCP Belgium to Pakobo and is
payable in monthly instalments for the duration of the Bornem
DMA.
-- Pursuant to the Bornem DMA, LCP Belgium will also provide the
Company with a rental guarantee equivalent to the first six months'
rent after completion of the development of the Warehouse, being up
to EUR335,050 (excluding VAT, if any), subject to certain
conditions.
Related party aspects of the Bornem Proposal
LCP Services UK Limited ("LCP") has been appointed by the
Manager as the Company's asset manager in various countries in
Europe, including Belgium and Italy. Mr Kristof Verstraeten and Mr
Steven De Bie are directors of LCP and/or other entities within the
LCP group (the "Related Party Directors") and are considered
related parties of the Company pursuant to Chapter 11 of the
Listing Rules on the basis that they are also former directors of
certain subsidiaries of the Company formed for the purposes of
holding certain of the Group's assets in Belgium. As the Related
Party Directors are also key individuals in the context of LCP's
group, LCP is considered an associate of the Related Party
Directors and is therefore a related party of the Company pursuant
to Chapter 11 of the Listing Rules.
In December 2020, the Company entered into a sale and purchase
agreement with certain LCP group companies pursuant to which the
Company indirectly, through its subsidiary, acquired a logistics
facility located in Nivelles, Belgium for a total consideration of
EUR31.2 million (the "Nivelles Acquisition"). The Bornem Proposal,
when aggregated with the Settimo Torinese Proposal and the Nivelles
Acquisition as required by Chapter 11 of the Listing Rules, is
classified as a related party transaction pursuant to Chapter 11 of
the Listing Rules. The Bornem Proposal is therefore conditional on,
amongst other things, the approval of shareholders at a general
meeting of the Company.
The board of directors of the Company (the "Board"), having been
so advised by Jefferies International Limited ("Jefferies") acting
in its capacity as the Company's sponsor, considers the Bornem
Proposal to be fair and reasonable as far as shareholders are
concerned. In providing advice to the Board, Jefferies has taken
into account the Board's commercial assessment of the Bornem
Proposal.
Important notices:
This announcement has been issued by and is the sole
responsibility of the Company. The information contained in this
announcement is for background purposes only and does not purport
to be full or complete. The information in this announcement is
subject to change without notice. Subject to applicable law or
regulation, the issue of this announcement shall not, under any
circumstances, create any implication that there has been no change
in the affairs of the Company since the date of this announcement
or that the information in this announcement is correct as at any
time subsequent to the date of this announcement.
This announcement contains a number of "forward-looking
statements". Generally, the words "will", "may", "should",
"continue", "believes", "expects", "intends", "anticipates",
"forecast", "plan" and "project" or in each case, their negative,
or similar expressions identify forward-looking statements. Such
statements reflect the relevant company's current views with
respect to future events and are subject to risks, assumptions and
uncertainties that could cause the actual results to differ
materially from those expressed or implied in the forward-looking
statements. Many of these risks, assumptions and uncertainties
relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as future market conditions,
changes in general economic and business conditions, introduction
of competing products and services, lack of acceptance of new
products or services and the behaviour of other market
participants. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, no
assurance can be given that such expectations will prove to have
been correct. Shareholders should not, therefore, place undue
reliance on these forward-looking statements, which speak only as
of the date of this announcement. Except as required by applicable
law or regulation, the Company expressly disclaims any obligation
or undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this announcement to
reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based.
Jefferies, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as sponsor for the Company in connection with this announcement and
the Proposed Transactions and will not be acting for any other
person, or be responsible to any other person for providing the
protections afforded to Jefferies' clients or for advising any
other person on the contents of this announcement or any matter,
transaction or arrangement referred to herein.
A copy of the circular when published will be available from the
registered office of the Company and on the Company's website at
www.tritaxeurobox.co.uk. Neither the content of the Company's
website nor any website accessible by hyperlinks on the Company's
website is incorporated in, or forms part of, this
announcement.
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END
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August 11, 2021 07:20 ET (11:20 GMT)
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