TIDMEBOX TIDMBOXE
RNS Number : 0007T
Tritax EuroBox PLC
19 November 2021
19 November 2021
PUBLICATION OF A RELATED PARTY CIRCULAR (THE "CIRCULAR")
CONTAINING A NOTICE OF GENERAL MEETING OF THE COMPANY
and
AMMENT TO BANK FACILITY
Further to its announcements of 25 October 2021 and 15 November
2021, Tritax EuroBox plc (the "Company") (ticker: EBOX (Sterling)
and BOXE (Euro)) 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
Gelsenkirchen Proposal outlined on 25 October 2021, the Bönen
Proposal outlined on 15 November 2021 as well as seeking
shareholder approval in relation to the German Propco Guarantor
Amendment Proposal (as defined below). Each of the Gelsenkirchen
Proposal, the Bönen Proposal and the German Propco Guarantor
Amendment Proposal (together, the "Proposed Transactions") are
deemed to be a related party transaction for the purposes of
Chapter 11 of the Financial Conduct Authority's Listing Rules (the
"Listing Rules") and are therefore 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 10 December 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 German Propco Guarantor Amendment Proposal
can be found below.
Amendment to Bank Facility
The Company has entered into an amendment and restatement
agreement relating to its revolving credit facility agreement (the
"Facility Agreement"), pursuant to which certain subsidiaries of
the Company in which Dietz Aktiengesellschaft, part of the Dietz
group of companies (collectively referred to as "Dietz AG") owns a
minority stake (the "German Propcos") would no longer be required
to provide a guarantee under the revolving facility made available
pursuant to the Facility Agreement (the "German Propco Guarantor
Amendment Proposal"). There are no changes to the pricing or tenor
of the revolving facility under the Facility Agreement.
As Dietz AG is considered as a related party to the Company
under the Listing Rules, the German Propco Guarantor Amendment
Proposal is subject to shareholder approval. Further details of the
German Propco Guarantor Amendment Proposal, including the key
commercial terms, are set out in the appendix to this
announcement.
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
APPIX
Background to, and reasons for, the German Propco Guarantor
Amendment Proposal
Prior to the amendment and restatement of the Facility Agreement
taking effect, each of the German Propcos is obliged to remain or,
as the case may be, accede as a guarantor to the Facility
Agreement. In connection with the Gelsenkirchen Proposal and the
Bönen Proposal, the Company has agreed with Dietz AG to amend the
guarantor structure under the Facility Agreement in respect of the
German Propcos.
While the provision of a guarantee in respect of the Facility
Agreement by the German Propco provides a benefit to the lenders
under the Facility Agreement, it does not provide any benefit to
Dietz AG as minority shareholder in the German Propcos as the
revolving facility is only available to the Company and its group.
Following the amendment and restatement of the Facility Agreement
taking effect, the German Propcos will no longer be guarantors
under the Facility Agreement.
There are no changes to the pricing or tenor of the revolving
facility under the Facility Agreement.
Principal terms of the German Propco Guarantor Amendment
Proposal
The amendment and restatement of the Facility Agreement is
subject to certain conditions precedent including, among other
things, confirmation of approval of Shareholders at the General
Meeting.
Pursuant to the terms of the Facility Agreement, the Company is
currently required to ensure that certain members of its group
accede to the Facility Agreement as guarantors, and that the
aggregate gross assets of the guarantors is not less than 85 per
cent. of the consolidated gross assets of the Company's group
(excluding, to the extent included, the gross assets of Savills
Investment Management SGR S.p.a). Each of the German Propcos is
currently obliged to remain or, as the case may be, accede as a
guarantor to the Facility Agreement. As a result of Dietz AG's
minority interests in the German Propcos, Dietz AG is indirectly
providing credit support in respect of the obligations of the
Company's group pursuant to the Facility Agreement.
The lenders under the Facility Agreement have agreed that,
following the amendment and restatement of the Facility Agreement
taking effect, the German Propcos will no longer be required to
provide a guarantee under the revolving facility and will be
excluded from the calculation of the guarantor cover test.
In consideration of the lenders agreeing to the amendments to
the guarantor cover test, the Company will be required to ensure
that the German Propcos remain or, as the case may be, accede as a
party to the Facility Agreement as a "restricted propco" but not,
for the avoidance of doubt, as a guarantor. As a "restricted
propco", each German Propco will be bound by the events of default,
representations and negative and positive covenants contained in
the Facility Agreement as if it had been a guarantor. In addition,
each German Propco will be required to comply with certain
additional negative covenants, in addition to those applicable to
the guarantors, in relation to incurring financial indebtedness and
granting security.
Separately, pursuant to the terms of the Company's
EUR500,000,000 0.95 per cent. Guaranteed Notes due 2026 (the
"Notes"), the Company must ensure that, for so long as any
subsidiary of the Company acts as a guarantor to the revolving
facility, such subsidiary is also a guarantor of the Company's
obligations under the Notes. Accordingly, upon the amendment and
restatement of the Facility Agreement becoming effective, there
shall be no obligation for the German Propcos to remain as
guarantors under the Notes and it is intended for the German
Propcos to be released as guarantors under the Notes. Unlike under
the Facility Agreement, there will be no requirement for the German
Propcos to re-accede to the Notes in any other capacity.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
CIRFLFIFLILALIL
(END) Dow Jones Newswires
November 19, 2021 07:03 ET (12:03 GMT)
Tritax Eurobox (LSE:BOXE)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Tritax Eurobox (LSE:BOXE)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
