TIDMEBOX TIDMBOXE
RNS Number : 2269M
Tritax EuroBox PLC
20 September 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO
SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION.
20 September 2021
TRITAX EUROBOX PLC
(the " Company ")
Result of Placing
The Board of Directors (the "Directors") of Tritax EuroBox plc
(tickers: EBOX (Sterling) and BOXE (Euro)), which invests in
Continental European logistics real estate assets, is pleased to
announce the results of the placing of new ordinary shares in the
Company ("New Ordinary Shares") announced on 10 September 2021 (the
"Placing") pursuant to the Company's placing programme (the
"Placing Programme").
Investor demand for the Placing has significantly exceeded the
targeted size of approximately GBP170 million (EUR200 million). The
Directors, after careful consideration with the Manager and in
consultation with its Joint Financial Advisers, have determined to
increase the size of the Placing to approximately GBP213 million
(EUR250 million). In taking this decision the Board has taken into
account the strength of the Manager's near-term investment
pipeline.
A total of 191,228,355 New Ordinary Shares will be issued at a
price of 111.5 pence per New Ordinary Share (the "Placing Price")
pursuant to the Placing. The Euro equivalent Placing Price has been
fixed at 130.66 cents per New Ordinary Share, based on the Relevant
Euro Exchange rate of 1.1718.
Notwithstanding the increased size of the Placing, applications
for the New Ordinary Shares significantly exceeded the total number
of shares to be issued and accordingly a scaling back exercise has
been undertaken.
Commenting on today's announcement, Robert Orr, Chairman of
Tritax EuroBox plc, said:
"We are delighted by the success of the Placing. On behalf of
the Directors, I would like to thank existing and new shareholders
for their support. The increase in size of the Placing reflects our
confidence in both the depth and near-term availability of our
pipeline of prime big box logistics assets in key locations in
continental Europe. The Company's strategy continues to be
implemented successfully, underpinned by strong market fundamentals
and the sustainability criteria of our properties, all of which we
expect will deliver further value to our shareholders."
Nick Preston, Fund Manager of Tritax EuroBox plc, commented:
" The continental European logistics real estate sector
continues to benefit from positive long term structural momentum
led by the ongoing rapid growth in e-commerce and increasing demand
for sustainable supply chains, with persisting scarcity of suitable
supply and limited land availability in the right locations. The
proceeds of the Placing will enable the Company to continue its
disciplined deployment into attractive assets, diversifying the
portfolio, expanding into new geographies and consolidating in
existing countries, with an increased focus on higher return
assets."
Jefferies International Limited ("Jefferies") and Van Lanschot
Kempen N.V. ("Kempen & Co") acted as joint global coordinators,
joint bookrunners and joint financial advisers in relation to the
Placing. Akur Limited ("Akur") acted as joint financial
adviser.
Applications have been made for all of the New Ordinary Shares
to be admitted to the premium listing segment of the Official List
of the UK Financial Conduct Authority (the "FCA") and to be
admitted to trading on the London Stock Exchange's main market for
listed securities ("Admission"). The Placing remains conditional
upon inter alia, the conditions to the Placing as set out in the
Placing Agreement being satisfied in all respects, and Admission
becoming effective. It is expected that Admission will become
effective, and that dealings in the New Ordinary Shares will
commence, at 8:00 am on 22 September 2021.
Immediately following Admission, the Company's issued share
capital will consist of 806,693,378 Ordinary Shares carrying one
vote each. The Company does not hold any shares in treasury.
Therefore, following Admission, the total number of voting rights
in the Company will be 806,693,378. This figure may be used by
shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or
a change to their interest in, the share capital of the Company
under the FCA's Disclosure Guidance and Transparency Rules.
Expected Placing Timetable
Admission and commencement of dealings of 8.00 a.m. on 22 September
New Ordinary Shares on the London Stock 2021
Exchange
------------------------------------------------- --------------------------
CREST stock accounts credited (where applicable) 22 September 2021
------------------------------------------------- --------------------------
The dates and times specified above are subject to change.
References to times are to London times unless otherwise
stated.
Dealing Codes
The dealing codes for the Ordinary Shares will be as
follows:
ISIN GB00BG382L74
--------------------------------------------- -------------
SEDOL (in respect of Ordinary Shares traded BG382L7
in Sterling)
--------------------------------------------- -------------
Ticker (in respect of Ordinary Shares traded EBOX
in Sterling)
--------------------------------------------- -------------
SEDOL (in respect of Ordinary Shares traded BG43LH0
in Euro)
--------------------------------------------- -------------
Ticker (in respect of Ordinary Shares traded BOXE
in Euro)
--------------------------------------------- -------------
Unless otherwise defined, capitalised terms used in this
announcement shall have the same meaning as set out in the
prospectus dated 19 February 2021 (the "Prospectus"), as
supplemented by a supplementary prospectus dated 10 September 2021
(the "Supplementary Prospectus").
FOR FURTHER INFORMATION, PLEASE CONTACT:
Tritax Group Via Maitland/AMO
Nick Preston
Mehdi Bourassi
Jefferies International Limited (Sponsor,
Joint Global Coordinator, Joint Bookrunner
and Joint Financial Adviser)
Stuart Klein
Tom Yeadon +44 (0) 20 7029 8000
Van Lanschot Kempen N.V. (Joint Global
Coordinator, Joint Bookrunner and Joint
Financial Adviser)
Dick Boer
Thomas ten Hoedt +31 (0) 20 348 8500
Akur Limited (Joint Financial Adviser)
Anthony Richardson
Siobhan Sergeant +44 (0) 20 7493 3631
Maitland/AMO (Communications Adviser) +44 (0) 7747 113 930
James Benjamin tritax-maitland@maitland.co.uk
Further information on Tritax EuroBox plc, including a copy of
each of the Prospectus and the Supplementary Prospectus, is
available at www.tritaxeurobox.co.uk
The Company's LEI is: 213800HK59N7H979QU3
Important information
The information in this announcement is for background purposes
only. This announcement is not an offer to sell or a solicitation
of any offer to buy any New Ordinary Shares in the United States,
Australia, Canada, New Zealand or the Republic of South Africa,
Japan, or in any other jurisdiction where such offer or sale would
be unlawful. This announcement does not constitute a prospectus and
investors should not subscribe for or purchase any shares referred
to in this announcement except on the basis of information
contained in the Prospectus, the Supplementary Prospectus and the
Publicly Available Information.
This announcement is directed only at: (a) persons in member
states of the European Economic Area (the "EEA") who are qualified
investors within the meaning of the EU Prospectus Regulation
("Qualified Investors"), (b) if in the United Kingdom, persons who:
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or are
high net worth companies, unincorporated associations or
partnerships or trustees of high value trusts as described in
article 49(2) of the Order; and (ii) are "qualified investors" as
defined in the UK Prospectus Regulation, and (c) otherwise, to
persons to whom it may otherwise be lawful to communicate it (all
such persons together being referenced to as "relevant persons").
Any investment in connection with the Placing will only be
available to, and will only be engaged with, relevant persons. Any
person who is not a relevant person should not act or rely on this
announcement or any of its contents.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S under the
Securities Act) and may not be offered or sold in the United
States, except pursuant to an applicable exemption from, or a
transaction not subject to, the registration requirements of the
Securities Act and in accordance with any applicable securities
laws of any state or other jurisdiction of the United States.
No public offering of securities is being made in the United
States, United Kingdom, Australia, Canada, Japan, the Republic of
South Africa, or elsewhere.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940 (the "Investment Company Act")
and, as such, holders of the Shares will not be entitled to the
benefits of the Investment Company Act. No offer, sale, resale,
pledge, delivery, distribution or transfer of the Shares may be
made except under circumstances that will not result in the Company
being required to register as an investment company under the
Investment Company Act.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the New Ordinary Shares is being made on a private placement basis
only in the provinces of British Columbia, Alberta, Manitoba,
Ontario and Quebec on a basis exempt from the requirement that the
Company prepare and file a prospectus with the relevant securities
regulatory authorities in Canada. No offer of securities is made
pursuant to this Announcement in Canada except to a person who has
represented to the Company and the Joint Bookrunners that such
person: (i) is purchasing as principal, or is deemed to be
purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale
or redistribution; (ii) is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario); (iii) is a "permitted
client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations and (iv) is not an individual. Any resale of
the New Ordinary Shares acquired by a Canadian investor in this
offering must be made in accordance with applicable Canadian
securities laws, which may vary depending on the relevant
jurisdiction, and which may require resales to be made in
accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the New Ordinary Shares outside of Canada.
Neither the Company nor Jefferies, nor Kempen & Co nor Akur
is approved, supervised or regulated by the Guernsey Financial
Services Commission or the States of Guernsey. Neither the Guernsey
Financial Services Commission nor the States of Guernsey take any
responsibility for the financial soundness of the Company or for
the correctness of any of the statements made or opinions expressed
with regard to it.
Neither the Company, nor Jefferies, nor Kempen & Co nor Akur
are approved, supervised or regulated by the Jersey Financial
Services Commission. The Jersey Financial Services Commission does
not take any responsibility for the financial soundness of the
Company or for the correctness of any of the statements made or
opinions expressed with regard to it.
In the Republic of South Africa, this Announcement and the
related Placing is only for distribution to persons falling within
the exemptions set out in section 96(1)(a) of the South African
Companies Act 71 of 2008 (as amended) (the "South African Companies
Act") or who are persons who subscribe, as principal, for Ordinary
Shares at a minimum placing price of R1,000,000, as envisaged in
section 96(1)(b) of the South African Companies Act and to whom
this Placing will be specifically addressed (the "South African
Qualifying Investors"). As such, in the Republic of South Africa,
this Announcement and the related Placing do not constitute an
offer to the public (as defined in the South African Companies
Act), whether for the sale of or subscription for, or the
solicitation of an offer to buy and/or to subscribe for shares or
otherwise and will not be distributed to any person in the Republic
of South Africa in any manner which could be construed as an offer
to the public in terms of the South African Companies Act. Should
any person who is not a South African Qualifying Investor receive
this Announcement and the related Placing, they should not and will
not be entitled to acquire any shares or otherwise act thereon.
This Announcement does not, nor is it intended to, constitute a
prospectus prepared and registered under the South African
Companies Act. Accordingly, this Announcement does not comply with
the substance and form requirements for prospectuses set out in the
South African Companies Act and the South African Companies Act
Regulations of 2011 (as amended) and has not been approved by,
and/or registered with, the South African Companies and
Intellectual Property Commission, or any other South African
authority.
The information contained in this Announcement constitutes
factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act No. 37 of
2002 (as amended) ("FAIS") and does not constitute the furnishing
of, any "advice" as defined in section 1(1) of FAIS. The
information contained in this Announcement should not be construed
as an express or implied recommendation, guidance or proposal that
any particular transaction is appropriate to the particular
investment objectives, financial situations or needs of a
prospective investor, and nothing in this Announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in the Republic of South
Africa.
The information provided herein does not constitute an offer of
the New Ordinary Shares in Switzerland pursuant to the Swiss
Financial Services Act ("FinSA") and its implementing ordinance.
This is solely an advertisement pursuant to FinSA and its
implementing ordinance for the New Ordinary Shares.
The offer and marketing of the New Ordinary Shares in
Switzerland will be exclusively made to, and directed at, qualified
investors (the "Qualified Investors"), as defined in Article 10(3)
of the Swiss Collective Investment Schemes Act ("CISA") in
conjunction with Article 4(4) of the Swiss Financial Services Act
("FinSA"), i.e. institutional clients, at the exclusion of
professional clients with opting-out pursuant to Article 5(3) FinSA
("Excluded Qualified Investors"). Accordingly, the Company has not
been and will not be registered with the Swiss Financial Market
Supervisory Authority (FINMA) and no representative or paying agent
have been or will be appointed in Switzerland. This announcement
and/or any other offering or marketing materials relating to the
New Ordinary Shares may be made available in Switzerland solely to
Qualified Investors, at the exclusion of Excluded Qualified
Investors.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the proposed investment trust. Any
such determination should involve, among other things, an
assessment of the legal, tax, accounting, regulatory, financial,
credit and other related aspects of the securities.
This announcement does not contain sufficient information to
support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are
provided as at the date of the document and are subject to change
and no representation or warranty, express or implied, is or will
be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, the Manager,
Jefferies, Kempen & Co or Akur or any of their affiliates or by
any of their respective officers, employees or agents in relation
to it. No reliance may be placed for any purpose whatsoever on the
information or opinions contained in this announcement or on its
completeness, accuracy or fairness. This announcement has not been
approved by any competent regulatory or supervisory authority.
The Company has a limited trading history. Potential investors
should be aware that any investment in the Company is speculative,
involves a high degree of risk, and could result in the loss of all
or substantially all of their investment. Results can be positively
or negatively affected by market conditions beyond the control of
the Company or any other person. The returns set out in this
announcement are targets only. There is no guarantee that any
returns set out in this announcement can be achieved or can be
continued if achieved, nor that the Company will make any
distributions whatsoever. There may be other additional risks,
uncertainties and factors that could cause the returns generated by
the Company to be materially lower than the returns set out in this
announcement.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur. Prospective investors are cautioned not to place undue
reliance on such forward-looking statements.
Each of the Company, the Manager, Jefferies, Kempen & Co and
Akur and their affiliates and their respective officers, employees
and agents expressly disclaim any and all liability which may be
based on this announcement and any errors therein or omissions
therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution, form the basis of, or be relied on in connection
with, any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities. The price and value of
securities and any income derived from them can go down as well as
up and investors may not get back the full amount invested on
disposal of the securities. Past performance is not a guide to
future performance. Before purchasing any New Ordinary Shares,
persons viewing this announcement should ensure they fully
understand and accept inter alia the risks set out in the section
of the Prospectus headed "Risk Factors".
Prospective investors should take note that, unless the Company
has consented to such acquisition in writing, the Company's Shares
may not be acquired by: (i) investors using assets of: (A) an
"employee benefit plan" as defined in Section 3(3) of the US
Employee Retirement Income Security Act of 1974, as amended
("ERISA") that is subject to Title I of ERISA; (B) a "plan" as
defined in Section 4975 of the US Internal Revenue Code of 1986, as
amended (the "US Tax Code"), including an individual retirement
account or other arrangement that is subject to Section 4975 of the
US Tax Code; or (C) an entity which is deemed to hold the assets of
any of the foregoing types of plans, accounts or arrangements that
is subject to Title I of ERISA or Section 4975 of the US Tax Code;
or (ii) a governmental, church, non-US or other employee benefit
plan that is subject to any federal, state, local or non-US law
that is substantially similar to the provisions of Title I of ERISA
or Section 4975 of the US Tax Code.
Jefferies and Akur, which are each authorised and regulated in
the United Kingdom by the UK Financial Conduct Authority, and
Kempen & Co, which is authorised and regulated by the
Netherlands Authority for Financial Markets and the Dutch Central
Bank, are acting exclusively for the Company and no one else in
connection with the Placing and Admission. Neither Jefferies, Akur
nor Kempen & Co will regard any other person as their
respective clients in relation to the subject matter of this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Placing,
Admission, the contents of this Announcement or any transaction,
arrangement or other matter referred to herein.
In accordance with the Packaged Retail and Insurance-based
Investment Products Regulation (EU) No 1286/2014, the Key
Information Document relating to the Company is available to
investors at https://www.tritaxeurobox.co.uk/.
The UK Financial Conduct Authority has approved the marketing of
the Ordinary Shares in the UK in accordance with regulation 54 of
the UK Alternative Investment Fund Managers Regulations 2013, as
amended. The Manager has made applications to, and (where
applicable) received approval from, the national competent
authorities of Belgium, Finland, Ireland, Luxembourg, the
Netherlands and Sweden to market the Ordinary Shares in those
jurisdictions in accordance with the national laws implementing
article 42 of Directive 2011/61/EU on alternative investment fund
managers ("EU AIFMD") in these jurisdictions. Marketing of Ordinary
Shares is not permitted, and no person may carry out marketing
within the meaning of the EU AIFMD, in any other jurisdiction
within the European Economic Area where the Manager has not
obtained the requisite approval from the national competent
authority of such jurisdiction.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; (c) local implementing measures within the European
Economic Area; and (d) local implementing measures in the United
Kingdom as they form part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended, and regulations
made under that Act (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the New Ordinary Shares
have been subject to a product approval process, which has
determined that the New Ordinary Shares are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital
protection; and an investment in the New Ordinary Shares is
compatible only with investors who do not need a guaranteed income
or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating
the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom.
The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing Programme. Furthermore, it
is noted that, notwithstanding the Target Market Assessment,
Jefferies and Kempen & Co will only procure investors who meet
the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the New Ordinary
Shares.
Each distributor (including the Intermediaries) is responsible
for undertaking its own Target Market Assessment in respect of the
New Ordinary Shares and determining appropriate distribution
channels.
This information is provided by RNS, the news service of the
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END
ROIBKLLFFKLFBBE
(END) Dow Jones Newswires
September 20, 2021 02:00 ET (06:00 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
