Tritax EuroBox PLC Related Party Circular with notice of GM published (3301I)

TIDMEBOX TIDMBOXE

RNS Number : 3301I

Tritax EuroBox PLC

11 August 2021

11 August 2021

Publication of a Related Party Circular

(the "Circular") containing a notice of General Meeting of the Company

Further to its announcement of 10 August 2021 in relation to the Settimo Torinese Proposal, the Company 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 Settimo Torinese Proposal outlined on 10 August 2021, as well as seeking shareholder approval in relation to the entry by Pakobo NV ("Pakobo"), a wholly owned subsidiary of the Company, into a conditional development management agreement with LCP Belgium NV ("LCP Belgium"), a wholly-owned subsidiary of LCP Holdco Lux S.à.r.l. ("LCP HoldCo"), pursuant to which LCP Belgium would be appointed as a development manager to assist with managing the development of a logistics warehouse on an area of land located in Bornem, Belgium and owned by the Company (the "Bornem Proposal"). As LCP HoldCo is considered as a related party to the Company under the Listing Rules, both the Bornem Proposal and the Settimo Torinese proposal (together, the "Proposed Transactions") are 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 27 August 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 Bornem Proposal can be found below.

For further information please contact:

Tritax Group

[phone]

Nick Preston

Mehdi Bourassi

Jo Blackshaw (Investor Relations)

Maitland/AMO (Media inquiries)

James Benjamin

[phone]

[e-mail]

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

Appointment of a development manager for a logistics facility in Belgium

Background to and reasons for the Bornem Proposal

The Company is in the process of building a new, circa 15,000 square meters, logistics facility on an unused area of land at the site it owns in Bornem, Belgium and has instructed a general contractor to construct the building. The Company needs to appoint a development manager to oversee the construction of the logistics facility on its behalf. LCP Belgium is well placed to act in this capacity for the Company due to its experience in the Belgian logistics development market and also because of its experience as asset manager for the Company's Belgian assets.

The Company believes that this investment will assist in achieving its performance targets. The Company's investment in this project accords with its investment strategy and is in line with its investment policy. The Company's total investment will be approximately EUR7.2 million, which represents the expected construction costs, including development management costs. Once leased, the asset is expected to produce a yield on cost of approximately 9 per cent. per annum (excluding site cost as the Company previously acquired the land) and see strong capital value growth once it is leased. The Company is confident that the property will be leased shortly after completion due to the strong occupier demand and limited supply of new logistics buildings in the Brussels/Antwerp corridor.

Information on the Bornem Site

The Group acquired a logistics park in Bornem, Belgium (the "Bornem Logistics Park") in October 2018. The Bornem Logistics Park is held by the Group through one of its Belgium subsidiaries, Pakobo.

When acquired, the Bornem Logistics Park included two existing logistics facilities and three potential development plots on 45,000 square metres of vacant land. The Group sold one of the potential development plots comprising 16,000 square metres of vacant land in March 2020.

The Group received a building permit from the Belgian authorities in January 2020 to develop a new logistics warehouse (the "Warehouse") on the two remaining plots (the "Bornem Site"). The development of the Warehouse is expected to complete during Q4 2021.

The Bornem Site is a piece of land located at Klein-Mechelen 18C and 18D at 2880 Bornem, Belgium with a total area of approximately 29,000 square metres.

Principal terms of the Bornem Proposal

-- On 11 August 2021, Pakobo entered into a conditional development management agreement with LCP Belgium (the "Bornem DMA") pursuant to which LCP Belgium would be appointed as a development manager to assist with managing the development of the Bornem Site.

-- The aggregate fees payable by Pakobo to LCP Belgium under the Bornem DMA is EUR990,203, payable by way of (i) an initial payment of EUR508,607 becoming due as soon as the agreement is entered into, and (ii) nine monthly instalments amounting to a total sum of EUR481,596 for the duration of the Bornem DMA. Pakobo will also reimburse any expenses incurred by LCP Belgium in carrying out its role as a development manager of the Bornem Site. The fees payable in connection with the Bornem Proposal will be provided out of the existing cash resources of the Group.

-- Under the Bornem DMA, during the construction of the Warehouse, a licence fee, amounting to a total sum of EUR173,557 (excluding VAT, if any), is payable by LCP Belgium to Pakobo and is payable in monthly instalments for the duration of the Bornem DMA.

-- Pursuant to the Bornem DMA, LCP Belgium will also provide the Company with a rental guarantee equivalent to the first six months' rent after completion of the development of the Warehouse, being up to EUR335,050 (excluding VAT, if any), subject to certain conditions.

Related party aspects of the Bornem Proposal

LCP Services UK Limited ("LCP") has been appointed by the Manager as the Company's asset manager in various countries in Europe, including Belgium and Italy. Mr Kristof Verstraeten and Mr Steven De Bie are directors of LCP and/or other entities within the LCP 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 former directors of certain subsidiaries of the Company formed for the purposes of holding certain of the Group's assets in Belgium. As the Related Party Directors are also key individuals in the context of LCP's group, LCP 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.

In December 2020, the Company entered into a sale and purchase agreement with certain LCP group companies pursuant to which the Company indirectly, through its subsidiary, acquired a logistics facility located in Nivelles, Belgium for a total consideration of EUR31.2 million (the "Nivelles Acquisition"). The Bornem Proposal, when aggregated with the Settimo Torinese Proposal and the Nivelles Acquisition as required by Chapter 11 of the Listing Rules, is classified as a related party transaction pursuant to Chapter 11 of the Listing Rules. The Bornem Proposal is therefore conditional on, amongst other things, the approval of shareholders at a general meeting of the Company.

The board of directors of the Company (the "Board"), having been so advised by Jefferies International Limited ("Jefferies") acting in its capacity as the Company's sponsor, considers the Bornem Proposal to be fair and reasonable as far as shareholders are concerned. In providing advice to the Board, Jefferies has taken into account the Board's commercial assessment of the Bornem Proposal.

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.

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August 11, 2021 07:20 ET (11:20 GMT)