TIDMEBOX TIDMBOXE
RNS Number : 1961Q
Tritax EuroBox PLC
25 October 2021
25 October 2021
RELATED PARTY TRANSACTION
EXPECTED CIRCULAR PUBLICATION DATE REGARDING THE ACQUISITION OF
A LOGISTICS ASSET IN GERMANY
Further to the announcement of Tritax EuroBox plc ("Tritax
EuroBox" or the "Company") (ticker: EBOX (Sterling) and BOXE
(Euro)) on 22 October 2021, and pursuant to the notification
requirements outlined in paragraph 11.1.7 of the Financial Conduct
Authority's Listing Rules (the "Listing Rules"), the Company
announces it intends to publish a circular on or around 15 November
2021 containing further information about the proposed acquisition
of an asset located in Gelsenkirchen, Germany (the "Gelsenkirchen
Proposal") and a notice convening a general meeting of the Company
(the "General Meeting"), at which shareholders will be asked to
vote in favour of a resolution to approve the Gelsenkirchen
Proposal.
Tritax EuroBox, which invests in high-quality, prime logistics
real estate strategically located across continental Europe, has
entered into a conditional contract with Dietz Aktiengesellschaft,
part of the Dietz group of companies (collectively referred to as
"Dietz AG") to acquire an asset located in Gelsenkirchen, Germany
for a total consideration of approximately EUR32.14 million.
The asset, held freehold, has a total gross internal area of
approximately 16,632 square metres and comprises three
purpose-built logistics facilities located in the heart of the
prime logistics location in the Rhein-Ruhr region. Unit 1 is
expected to be completed in December 2021, whilst it is expected
units 2 and 3 will be delivered by February 2022.
The acquisition is structured as a corporate transaction, with
the Company acquiring 89.9 per cent. of the shares in the entity
holding the Gelsenkirchen asset (the "Gelsenkirchen SPV"). The net
preliminary aggregate acquisition price of approximately EUR32.14
million, represents a cash payment of EUR13.19 million for the
shares in the Gelsenkirchen SPV, as well as an additional EUR18.95
million payment in respect of various shareholder loans. The
conditional share purchase agreement in relation to the
Gelsenkirchen Proposal provides for a market standard purchase
price adjustment mechanism for both the share purchase price and
the shareholder loans. Development costs necessary to finalise
units 2 and 3 are borne by Dietz AG as part of the sale
conditions.
As Dietz AG is considered as a related party of the Company
under the Listing Rules, the Gelsenkirchen Proposal is subject to
shareholder approval.
Related party aspects of the Gelsenkirchen Proposal
Dietz Aktiengesellschaft is a substantial shareholder (as
defined in the Listing Rules) of certain subsidiaries of the
Company and is therefore a related party of the Company pursuant to
Chapter 11 of the Listing Rules. In addition, Dr Wolfgang Dietz and
Dr Hafez Balaei are directors of Dietz Aktiengesellschaft and other
entities within the Dietz AG 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
directors of certain subsidiaries of the Company formed for the
purposes of holding certain of the group's assets in Germany. As
the Related Party Directors are also key individuals in the context
of the Dietz AG group, Dietz Aktiengesellschaft 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.
The Gelsenkirchen Proposal is classified as a related party
transaction pursuant to Chapter 11 of the Listing Rules. The
Gelsenkirchen Proposal is therefore conditional on, amongst other
things, the approval of shareholders at the General Meeting.
Further information
Further details of the acquisition, including the key commercial
terms, are set out in the appendix to this announcement.
A circular setting out, amongst other things, further details of
the Gelsenkirchen Proposal, the action to be taken and a notice
convening a General Meeting at which shareholders will be asked to
vote in favour of a resolution to approve the Gelsenkirchen
Proposal is expected to be posted to shareholders on or around 15
November 2021.
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
TRITAX EUROBOX PLC
APPIX
ACQUISITION OF LOGISTICS ASSET IN THE RHINE-RUHR REGION OF
GERMANY FOR EUR32 MILLION
Background to and reasons for the Gelsenkirchen Proposal
The Gelsenkirchen Proposal forms part of the deployment of the
proceeds of the capital recently raised by the Company following
its issue of new ordinary shares in September 2021.
The Company has agreed to acquire 89.9 per cent. of the shares
in the Gelsenkirchen SPV from Dietz AG for a total consideration of
approximately EUR32.14 million. Dietz AG and its development
partners will fund the remaining construction costs for the asset
whilst Dietz AG will also retain the remaining 10.1 per cent.
interest in the Gelsenkirchen SPV.
The 16,632 square metre development will comprise three units.
Two of the units are subject to lease agreements which are
conditional to practical completion, and the third unit will be
subject to a rental guarantee from Dietz AG for a period of 18
months from the date of completion of the Gelsenkirchen asset.
Construction commenced in August 2021. Practical completion of unit
1 is expected in December 2021, with practical completion of the
remaining units expected by February 2022.
The Company and Tritax Management LLP believe that the
Gelsenkirchen Proposal represents good value for the Company and
will help the Company to achieve its near-term investment
objectives. In addition to the investment returns expected to be
generated from the Gelsenkirchen Proposal, it will also represent
the Company's ninth acquisition in Germany, helping the Company
build scale and spread costs over a wider asset base. As the
nineteenth asset in the Company's portfolio(1) , this will also
provide wider diversification to spread risk across the
portfolio.
Jones Lang LaSalle Ltd ("JLL") has independently valued the
completed Gelsenkirchen asset. The JLL valuation equates to, in
aggregate, EUR32.6 million.
Principal terms of the Gelsenkirchen Proposal
-- On 21 October 2021, the Company entered into a conditional
share purchase agreement with Dietz AG pursuant to which Dietz AG
agreed to sell and the Company agreed to purchase an 89.9 per cent.
interest in the Gelsenkirchen SPV (the "Sale Agreement").
-- The preliminary aggregate acquisition price of approximately
EUR32.14 million (approximately GBP27.20 million) (the "Total
Gelsenkirchen Consideration") is split into a purchase price of
EUR13.19 million for the majority stake of 89.9 per cent. in the
Gelsenkirchen SPV and EUR18.95 million for shareholder loans to the
Gelsenkirchen SPV. The gross property assets of the Gelsenkirchen
SPV, which are the subject of the transaction, total EUR32.28
million as at October 2021 including fair value adjustments. Other
net assets and liabilities amount to a net liability of EUR17.56
million. The Company expects the estimated rental value from the
three units upon completion to total approximately EUR1.2 million
per annum (based upon the existing conditional leases for units 1
and 2 and the level of the Company's guarantee for unit 3). The
share purchase price and the shareholder loan purchase price are
subject to a market standard, post-closing purchase price
adjustment reflecting any movement in the balance sheet of the
Gelsenkirchen SPV as at the completion date.
-- The Company has agreed to pay substantially all of the
aggregate preliminary acquisition price on completion under the
Sale Agreement. A holdback has been agreed, however, subject to the
building receiving the DGNB Gold Certificate. Following completion,
the preliminary purchase prices for the shares and the shareholder
loans will be reviewed as part of the purchase price
adjustment.
-- The Sale Agreement is conditional on inter alia the approval
of shareholders of the Company at the General Meeting and practical
completion of unit 1 of the Gelsenkirchen Facility having
occurred.
-- As part of the proposal, Dietz AG has agreed to provide the
Company with a rental guarantee in respect of the third unit from
completion of the construction of the Gelsenkirchen Facility based
on 18 months.
-- Subject to completion of the sale and purchase of the 89.9
per cent. interest in the Gelsenkirchen SPV pursuant to the Sale
Agreement, Dietz AG and the Company have entered into a
shareholders agreement in respect of the 10.1 per cent. Dietz AG
interest and 89.9 per cent. Company interest in the Gelsenkirchen
SPV (the "Shareholders Agreement"). Pursuant to the Shareholders
Agreement, Dietz AG will be granted a put option to divest of its
interest in the Gelsenkirchen SPV to the Company upon the expiry of
the minimum 10 year holding period. The Company will also be
granted a call option by Dietz AG to enable the Company to acquire
the remaining shares in the Gelsenkirchen SPV held by Dietz AG.
Both Dietz AG and the Company will be granted customary drag and
tag rights in relation to their respective shareholdings. The
consideration payable by the Company will be calculated by
reference to the fair market value determined in accordance with
the standards of the Institute of Certified Public Accountants in
Germany.
Note:
(1) - this includes the acquisitions relating to the Rosersberg,
Oberhausen and Settimo Torinese assets, which are also subject to
completion.
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 transaction 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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October 25, 2021 13:09 ET (17:09 GMT)
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