TIDMEBOX TIDMBOXE
RNS Number : 0622A
Tritax EuroBox PLC
24 May 2019
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR PUBLIC RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY
MEANS OR MEDIA IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA,
ISRAEL, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR
BREACH OF ANY APPLICABLE LAW OR TO US PERSONS (AS DEFINED BELOW).
PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION.
24 May 2019
TRITAX EUROBOX PLC
(the "Company")
RESULT OF PLACING
The Board of Directors (the "Board") of Tritax EuroBox plc
(tickers: EBOX (Sterling) and BOXE (Euro)) is pleased to announce
it has successfully raised gross proceeds of EUR135 million
(c.GBP119.1 million) pursuant to the placing (the "Placing") of new
Ordinary Shares in the capital of the Company (the "Placing
Shares") pursuant to the Company's Placing Programme announced on
21 May 2019.
A total of 122,727,273 Placing Shares have been placed by
Jefferies International Limited ("Jefferies") and Kempen & Co
N.V. ("Kempen") with new and existing institutional investors at a
price of EUR1.10 per Placing Share. The Sterling equivalent placing
price has been fixed at 97.02 pence per Placing Share, based on the
Relevant Sterling Exchange Rate of 0.8820.
Applications have been made for all of the Placing 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"). It is expected that Admission will become
effective, and that dealings in the Placing Shares will commence,
at 8:00 am on 29 May 2019.
The Placing Shares, when issued, will rank pari passu with the
existing Ordinary Shares including the right to receive all
dividends and other distributions declared, made or paid after the
date of issue, including full entitlement to the third interim
dividend expected to be declared in respect of the period from 1
April to 30 June 2019.
Immediately following Admission, the Company's issued share
capital will consist of 422,727,273 Ordinary Shares with voting
rights. The Company does not hold any shares in treasury.
Therefore, following Admission, the total number of voting rights
in the Company will be 422,727,273. 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.
Nick Preston, Fund Manager of Tritax EuroBox plc, commented:
"We are pleased with the support that this Placing has received
from existing shareholders and a range of new investors, despite
challenging market conditions. Since its IPO in July 2018, the
Company has completed the acquisition of eight prime Continental
European logistics real estate assets and this fundraising will
allow the Company to further strengthen and diversify its
portfolio. We look forward to deploying the proceeds of this
fundraising into our high quality investment pipeline and
identified asset management initiatives in the near term."
For further information, please contact:
Tritax Group
Nick Preston
James Dunlop +44 (0) 20 7290 1616
Jefferies International Limited (Joint
Global Coordinator, Joint Bookrunner
and Joint Financial Adviser)
Gary Gould
Stuart Klein +44 (0) 20 7029 8000
Kempen & Co N.V. (Joint Global Coordinator,
Joint Bookrunner and Joint Financial
Adviser)
Dick Boer
Thomas ten Hoedt +31 (0) 20 348 8500
Maitland/AMO (Communications Adviser) +44 (0) 20 7379 5151
James Benjamin tritax-maitland@maitland.co.uk
Dealing codes
ISIN GB00BG382L74
SEDOL (in respect of Ordinary Shares BG382L7
traded in Sterling)
Ticker (in respect of Ordinary Shares EBOX
traded in Sterling)
SEDOL (in respect of Ordinary Shares BG43LH0
traded in Euro)
Ticker (in respect of Ordinary Shares BOXE
traded in Euro)
NOTES:
Tritax EuroBox plc invests 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,
set against a backdrop of resurgent economic growth across much of
Continental Europe.
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. The appointed asset managers Logistics Capital Partners and
Dietz AG are logistics specialists and offer the Company exposure
to high quality asset management expertise and access to their
respective development pipelines, providing acquisition
opportunities across Continental Europe.
The Company is targeting, on a fully invested and geared basis,
an initial Ordinary Share dividend yield of 4.75% p.a.(1) , which
is expected to increase progressively through regular indexation
events inherent in underlying lease agreements and by increasing
rents through asset management initiatives, and a total return on
the Ordinary Shares of 9.0% p.a.(1) over the medium-term. The
Company intends to pay dividends on a quarterly basis with
shareholders able to receive dividends in Sterling or Euro.
Further information on Tritax EuroBox plc is available at
www.tritaxeurobox.co.uk
The Company's LEI is: 213800HK59N7H979QU33.
(1) Euro denominated returns, by reference to IPO issue price.
These are targets only and not profit forecasts. There can be no
assurances that these targets will be met and they should not be
taken as indications of the Company's expected or actual future
results. Accordingly, potential investors should not place any
reliance on the target in deciding whether or not to invest in the
Company and should not assume that the Company will make any
distributions at all and should decide themselves whether or not
the target is reasonable or achievable.
IMPORTANT NOTICE
This announcement (the "Announcement") has been issued by and is
the sole responsibility of the Company.
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (Regulation 596/2014). Upon the
publication of this Announcement via a Regulatory Information
Service ("RIS") this inside information is now considered to be in
the public domain.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the
District of Columbia, collectively, the "United States"),
Australia, Canada, Israel, Japan, New Zealand, the Republic of
South Africa, or any other jurisdiction where to do so might
constitute a violation or breach of any applicable law. The Placing
and the distribution of this Announcement and other information
contained herein may be restricted by law in certain jurisdictions
and persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with the restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This Announcement is an advertisement and does not constitute a
prospectus. This Announcement is for information purposes only and
does not constitute or form part of, and should not be construed
as, an offer for sale or subscription of, or solicitation of any
offer to subscribe for or to acquire, any ordinary shares of
EUR0.01 each in the capital of the Company ("Ordinary Shares") in
any jurisdiction, including in or into the United States,
Australia, Canada, Israel, Japan, New Zealand or the Republic of
South Africa, where to do so would be unlawful. Investors should
not subscribe for or purchase any Ordinary Shares except on the
basis of information publicly announced to a RIS by or on behalf of
the Company on or prior to the date of this Announcement.
No public offering of the Placing Shares is being made in the
United States, United Kingdom, Australia, Canada, Israel, Japan,
New Zealand, the Republic of South Africa, or elsewhere.
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 article 2(1)(e) of EU Directive
2003/71/EC and amendments thereto (the "Prospectus Directive")
("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 section 86 of the Financial Services and Markets Act
2000, as amended (the "FSMA"), 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.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or any securities laws of any state or other jurisdiction of
the United States and may not be offered or sold, resold,
transferred or delivered, directly or indirectly within, into or in
the United States or to or for the account or benefit of US persons
(as defined in Regulation S under the US Securities Act) ("US
Persons"): (i) except to "qualified institutional buyers" as
defined in Rule 144A under the US Securities Act that are also
"qualified purchasers" within the meaning of section 2(a)(51) of
the US Investment Company Act of 1940, as amended (the "Investment
Company Act") and the rules thereunder and who have been provided a
US investor letter; or (ii) unless registered under the US
Securities Act or pursuant to an exemption from or in a transaction
not subject to, the registration requirements of the US Securities
Act and in compliance with applicable state law. There will be no
public offer of the Ordinary Shares in the United States. The
Company has not been and will not be registered under the
Investment Company Act, and investors will not be entitled to the
benefits of the Investment Company Act. The Placing Shares are also
being offered and sold outside the United States to Non-US Persons
in accordance with Regulation S under the US Securities Act.
The Placing Shares have not been and will not be registered
under the applicable securities laws of any state, province or
territory of Australia, Canada, Israel, Japan, New Zealand or the
Republic of South Africa. Subject to certain exceptions, the
Placing Shares may not be offered or sold in Australia, Canada,
Israel, Japan, New Zealand or the Republic of South Africa or to,
or for the account or benefit of, any national, resident or citizen
of Australia, Canada, Israel, Japan, New Zealand or the Republic of
South Africa.
Jefferies, which is authorised and regulated in the United
Kingdom by the UK Financial Conduct Authority, and Kempen, which is
authorised and regulated by the Netherlands Authority for Financial
Markets, are acting exclusively for the Company and no one else in
connection with the Placing and Admission. Neither Jefferies nor
Kempen 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.
This Announcement is being issued by and is the responsibility
of the Company. None of Jefferies, Kempen or the Manager, or any of
their operating partners, co-investors and joint venture partners,
or any of their respective parent or subsidiary undertakings, or
the subsidiary undertakings of any such parent undertakings, or any
of such person's respective directors, officers, employees, agents,
affiliates or advisers or any other person ("their respective
affiliates") accepts any responsibility or liability whatsoever
for/or makes any representation or warranty, express or implied, as
to this Announcement, including the truth, accuracy or completeness
of the information in this Announcement (or whether any information
has been omitted from this Announcement) or any other information
relating to the Company, the Manager, their respective subsidiaries
or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith. The Manager,
Jefferies, Kempen and their respective affiliates accordingly
disclaim all and any liability whatsoever whether arising in tort,
contract or otherwise which they might otherwise have in respect of
this Announcement or its contents or otherwise arising in
connection therewith. No representation or warranty, express or
implied, is made by the Manager, Jefferies and/or Kempen or any of
their respective affiliates as to the accuracy, fairness,
completeness or sufficiency of the information contained in this
Announcement.
In connection with the Placing, Jefferies, Kempen and any of
their respective affiliates, acting as an investor for its or their
own account(s), may acquire Placing Shares and, in that capacity,
may retain, purchase, sell, offer to sell or otherwise deal for its
or their own account(s) in such securities of the Company, any
other securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references
to Placing Shares being offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by Jefferies,
Kempen and any of their respective affiliates acting as an investor
for its or their own account(s). Neither Jefferies, Kempen nor any
of their respective affiliates intends to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so. In addition, in
connection with the Placing, Jefferies and Kempen may enter into
financing arrangements with investors, such as share swap
arrangements or lending arrangements where Placing Shares are used
as collateral, that could result in Jefferies and Kempen acquiring
shareholdings in the Company.
This Announcement does not constitute a recommendation
concerning the proposed Placing. The price and value of securities
and any income 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.
Information in this Announcement or any of the documents relating
to the proposed Placing cannot be relied upon as a guide to future
performance. The Placing timetable may be influenced by a range of
circumstances such as market conditions. There is no guarantee that
the Placing will occur and you should not base your financial
decisions on the Company's intentions in relation to the Placing or
the information contained in this Announcement. The contents of
this Announcement are not to be construed as legal, business or tax
advice. Each prospective investor should consult his, her or its
own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by either of the Joint Bookrunners.
Certain statements in this Announcement are, or may be deemed to
be, forward-looking statements which are based on the Company's
expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which
may use words such as "anticipates", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "seeks", "aims",
"should" or "will" or, in each case, their negative or other
variations or similar expressions.
These forward-looking statements include all matters that are
not historical facts. They appear in a number of places throughout
this Announcement and include, but are not limited to, statements
regarding the Company's intentions, beliefs or current expectations
concerning, among other things, the Company's results of
operations, financial position, prospects, growth, target total
return, investment strategy, financing strategies, and the
development of the industries in which the Company's businesses
operate. Such forward-looking statements involve unknown risks,
uncertainties and other factors, which may cause the actual results
of operations, performance or achievement of the Company, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. In addition, even if the Company's
results of operations, financial position and growth, and the
development of the market and the industry in which the Company
operates, are consistent with the forward-looking statements
contained in this Announcement, those results or developments may
not be indicative of results or developments in subsequent
periods.
Given these uncertainties, prospective investors are cautioned
not to place any undue reliance on such forward-looking statements.
These forward-looking statements speak only as at the date of such
statements. Except as required by applicable law, none of the
Company, the Manager, Jefferies or Kempen or their respective
affiliates assumes any obligation or undertaking to update, review
or revise any forward looking statements contained in this
Announcement whether as a result of new information, future
developments or otherwise.
The Placing Shares will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
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.
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; and (c) local implementing measures (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 Placing Shares have been subject to a product approval process,
which has determined that the Placing 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 Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
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.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Jefferies and Kempen 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 Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Marketing disclosures pursuant to AIFMD (as defined below)
The Company is an externally managed alternative investment fund
and has appointed the Manager as its alternative investment fund
manager. In accordance with Article 32 of Directive 2011/61/EU of
the European Parliament and of the Council of 8 June 2011 on
Alternative Investment Fund Managers ("AIFMD"), the Manager has
been given clearance by the Financial Conduct Authority ("FCA") to
market the Placing Shares to professional investors in Belgium,
Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, The
Netherlands, Norway, Sweden and the United Kingdom, in accordance
with AIFMD and the laws, rules and regulations implementing AIFMD
in the United Kingdom, including without limitation the Alternative
Investment Fund Managers Regulations 2013 (No. 1173/2013) and the
Investment Funds Sourcebook of the FCA (the "UK AIFMD Rules").
Pursuant to Article 23 of AIFMD and the applicable UK AIFMD
Rules, the Manager is required to make available to persons in the
European Union who are invited to and who choose to participate in
the Placing, by making an oral or written offer to subscribe for
Placing Shares, including any individuals, funds or others on whose
behalf a commitment to subscribe for Placing Shares is given (the
"Placees") certain information (the "Article 23 Disclosures"). For
the purposes of the Placing, the Manager has made the Article 23
Disclosures available to Placees in the 'Investor - Company
Information' section of the Company's website at:
https://www.tritaxeurobox.co.uk/investors/company-documents/
PRIIPs (as defined below)
In accordance with the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key
information documents for packaged retail and insurance-based
investment products ("PRIIPs") and its implementing and delegated
acts (the "PRIIPs Regulation"), the Manager has prepared a key
information document (the "KID") in respect of the Ordinary Shares.
The KID is made available by the Manager to retail investors prior
to them making an investment decision in respect of the Ordinary
Shares at www.tritaxeurobox.co.uk.
If you are distributing Ordinary Shares, it is your
responsibility to ensure that the KID is provided to any clients
that are retail clients.
The Manager is the only manufacturer of the Ordinary Shares for
the purposes of the PRIIPs Regulation and none of the Company,
Jefferies or Kempen are manufacturers for these purposes. None of
the Company, Jefferies or Kempen makes any representations, express
or implied, or accepts any responsibility whatsoever for the
contents of the KID prepared by the Manager nor accepts any
responsibility to update the contents of the KID in accordance with
the PRIIPs Regulation, to undertake any review processes in
relation thereto or to provide the KID to future distributors of
Ordinary Shares. Each of the Company, Jefferies and Kempen and
their respective affiliates accordingly disclaim all and any
liability whether arising in tort or contract or otherwise which it
or they might have in respect of the key information documents
prepared by the Manager. Investors should note that the procedure
for calculating the risks, costs and potential returns in the KID
are prescribed by laws. The figures in the KID may not reflect
actual returns for the Company and anticipated performance returns
cannot be guaranteed.
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.
END
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May 24, 2019 02:00 ET (06:00 GMT)
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