Tritax Big Box REIT plc RESULT OF ISSUE AND FURTHER TAP ISSUE (5131M)

TIDMBBOX

RNS Number : 5131M

Tritax Big Box REIT plc

14 October 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, 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. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.

THIS ANNOUNCEMENT 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 BUY OR SUBSCRIBE FOR, ANY ORDINARY SHARES IN THE COMPANY, IN ANY JURISDICTION, INCLUDING THE UNITED STATES, 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 RECOMMATION REGARDING ANY SECURITIES.

14 October 2016

TRITAX BIG BOX REIT PLC

(the "Company")

RESULT OF PLACING, OPEN OFFER AND OFFER FOR SUBSCRIPTION AND FURTHER TAP ISSUE

The Board of Directors (the "Directors") of Tritax Big Box REIT plc (ticker: BBOX) is pleased to announce the results of the Placing, Open Offer and Offer for Subscription of Ordinary Shares (the "Issue").

Investor demand for the Issue has significantly exceeded the targeted size of GBP150 million and the maximum size of GBP250 million. The Board, after careful consideration with the Manager and in consultation with its Joint Financial Advisers, has determined to utilise part of its annual pre-emption disapplication authority to satisfy GBP100 million of the excess demand on equivalent terms to the Placing (the "Tap Issue").

In taking this decision, the Board has taken into account the strength of the Manager's near term investment pipeline, the Company's stated dividend target for 2016 and its intention to continue to adopt a progressive dividend policy. Accordingly, the total size of the Issue when aggregated with the Tap Issue will be GBP350 million, which is significantly lower than the total overall demand for the Issue.

A total of 265,151,515 Ordinary Shares will be issued at a price of 132 pence per Ordinary Share (the "Issue Price"), of which 76,364,364 Ordinary Shares will be issued pursuant to the Open Offer, 29,628,265 Ordinary Shares will be issued pursuant to the Offer for Subscription, 83,401,310 Ordinary Shares will be issued under the Placing and 75,757,576 Ordinary Shares will be issued under the Tap Issue.

A scaling back exercise has been undertaken with respect to applications received pursuant to the Placing, the Open Offer and the Offer for Subscription.

The net proceeds of the Issue will be used by the Company to acquire further assets. In this regard, the Company announced on 11 and 12 October 2016 that it had exchanged contracts to acquire three Big Box logistics facilities for an aggregate consideration of GBP172 million. In addition to these purchases that are each expected to complete on or around 20 October 2016 using the proceeds of the Issue, the Manager is engaged in detailed discussions with the owners of a number of other attractive investment assets, a number of which are off-market, that meet the Company's investment criteria and are available for potential acquisition in the near term.

Commenting on today's announcement, Richard Jewson, Non-Executive Chairman of the Company, said:

"We are delighted with the strong support that this Issue has received from existing shareholders and a wide range of new investors. This fundraising will enable the Company to build upon its strong position and pursue attractive investment opportunities that are likely to be value accretive to our shareholders over the medium term."

Colin Godfrey, Partner of Tritax, commented:

"Since the beginning of 2016, the Company has acquired, or agreed to acquire, nine high quality Big Box assets, taking the total number of investments to 34, and is engaged in discussions with the owners of a number of other attractive assets. The proceeds from this fundraising will allow the Company to strengthen and diversify the portfolio further whilst delivering stable and secure returns for shareholders."

The Issue is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting to be held on 17 October 2016, Admission of the Ordinary Shares occurring no later than 8.00 a.m. on 18 October 2016 (or such later time and/or date as the Company and Jefferies may agree) and the Placing Agreement not being terminated and becoming unconditional in accordance with its terms. If these conditions are not met, the Issue will not proceed and an announcement to that effect will be made via a Regulatory Information Service.

Jefferies International Limited ("Jefferies") and Akur Limited ("Akur") are acting as Joint Financial Advisers and Jefferies is acting as Sponsor, Sole Global Coordinator and Bookrunner in relation to the Issue and the Tap Issue.

Admission to the Official List

Application has been made for all of the new Ordinary Shares to be admitted to the premium listing segment of the Official List of 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 new Ordinary Shares will commence, on 18 October 2016.

Total Voting Rights

Immediately following Admission, the Company's issued share capital will consist of 1,105,159,529 Ordinary Shares with voting rights. 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 and Transparency Rules.

Indicative Timetable

 
                                     10.00 a.m. on 17 
 General Meeting                         October 2016 
 Admission of the new Ordinary 
  Shares to the Official List 
  and to trading on the London 
  Stock Exchange's main market        8.00 a.m. on 18 
  for listed securities                  October 2016 
 Crediting of CREST stock accounts    18 October 2016 
 
 
 Share certificates despatched         week commencing 
  (where appropriate)                  24 October 2016 
                                        (or as soon as 
                                  possible thereafter) 
 

The dates and times specified in this announcement are subject to change without further notice. All references to times in this announcement are to London time unless otherwise stated.

Dealing codes

 
 Ticker                                  BBOX 
 ISIN for the Ordinary Shares    GB00BG49KP99 
 SEDOL for the Ordinary Shares        BG49KP9 
 

For further information, please contact:

 
 
 Tritax Group                         via Newgate 
  Colin Godfrey (Partner, Fund 
  Manager) 
 
 Newgate (PR Adviser)                 Tel: [phone] 
  James Benjamin                       Email: [e-mail] 
  Zoe Pocock 
  Alex Shilov 
  Lydia Thompson 
 
 Jefferies International Limited      Tel: [phone] 
  (Sponsor, Joint Financial Adviser 
  and Sole Global Coordinator 
  and Bookrunner) 
  Gary Gould 
  Stuart Klein 
  David Watkins 
 
 Akur Limited (Joint Financial        Tel: [phone] 
  Adviser) 
  Anthony Richardson 
  Tom Frost 
  Siobhan Sergeant 
 
 

NOTES:

Tritax Big Box REIT plc is the only listed vehicle to give pure exposure to the "Big Box" logistics asset class in the UK and is committed to delivering attractive and sustainable returns for shareholders. Investing in and managing both standing and pre-let forward funded development assets, the Company focuses on well-located, modern "Big Box" logistics assets, typically greater than 500,000 sq. ft., let to institutional-grade tenants on long-term leases (typically at least 12 years in length) with upward-only rent reviews and geographic and tenant diversification throughout the UK. The Company seeks to exploit the significant opportunity in this sub-sector of the UK logistics market owing to strong tenant demand and limited stock supply.

The Company is a real estate investment trust to which Part 12 of the UK Corporation Tax Act 2010 applies ("REIT"), is listed on the premium listing segment of the Official List of the UK Financial Conduct Authority and is a constituent of the FTSE 250, FTSE EPRA/NAREIT and MSCI indices.

Further information on Tritax Big Box REIT is available at www.tritaxbigbox.co.uk

IMPORTANT NOTICE

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), Australia, Canada, South Africa, New Zealand or Japan or to US persons. The distribution of this announcement 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 these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, New Shares to any person in the United States, Australia, Canada, South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "Investment Company Act"). In addition, the New Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable state securities laws and in circumstances that will not require registration of the Company under the Investment Company Act. There will be no public offer of the New Shares in the United States.

The offer and sale of New Shares has not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa, New Zealand or Japan. Subject to certain exceptions, the New Shares may not be offered or sold in Australia, Canada, South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, New Zealand or Japan.

Each of Jefferies and Akur is authorised and regulated by the Financial Conduct Authority and is acting exclusively for the Company and no-one else in connection with the Issue and Admission. They will not 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 contents of this announcement or any transaction, arrangement or other matter referred to herein.

None of the Company, the Manager, Jefferies, Akur and any of 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 the announcement) or any other information relating to the Company, its 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 Company, the Manager, Jefferies, Akur and their respective affiliates accordingly disclaim all and any liability 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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October 14, 2016 02:00 ET (06:00 GMT)