Source - LSE Regulatory
RNS Number : 4681N
Tritax Big Box REIT plc
30 September 2021
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS 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, HONG KONG, 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 END OF THIS ANNOUNCEMENT.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

 

30 September 2021

TRITAX BIG BOX REIT PLC

(the "Company" and, together with its subsidiaries, the "Group")

Result of Issue

 

 

Further to the announcement on 29 September 2021, the Board of Directors (the "Board") of Tritax Big Box REIT plc (ticker: BBOX), a leading investor in and developer of high-quality large scale logistics real estate in the UK, is pleased to announce the results of the placing of new Ordinary Shares (the "Placing"), the retail offer of new Ordinary Shares via the PrimaryBid platform (the "Retail Offer") and the direct subscription for new Ordinary Shares by certain Directors (the "Subscriptions") (together the "Issue").

 

A total of 147,058,823 new Ordinary Shares will be issued pursuant to the Issue, raising gross proceeds of £300 million. The new Ordinary Shares have been issued at a price of 204 pence per Ordinary Share (the "Placing Price"), representing a discount of 5.3 per cent. to the closing price on 29 September 2021 of 215.40 pence per Ordinary Share. The Placing was significantly oversubscribed with considerable support from existing shareholders.

 

144,474,980 new Ordinary Shares will be issued pursuant to the Placing and 2,544,966 new Ordinary Shares will be issued pursuant to the Retail Offer.

 

Aubrey Adams and Karen Whitworth, Directors of the Company, as well as Susan Laing, wife of Richard Laing, also a Director of the Company, subscribed for, in aggregate, 38,877 new Ordinary Shares in the Company, pursuant to the Placing or the Subscriptions, in each case at the Placing Price.

 

Aubrey Adams, Chairman of Tritax Big Box REIT plc, said:

 

"We are delighted with the support of investors for the Issue, the proceeds of which will enable us to accelerate our development programme in order to capture the unprecedented levels of demand we are seeing in our sector, and deliver attractive total returns to shareholders."

 

Application for Admission

 

Application has been made to the Financial Conduct Authority ("FCA") for the listing of the 147,058,823 new Ordinary Shares on the premium listing segment of the Official List maintained by the FCA and to London Stock Exchange plc ("LSE") for admission to trading of the new Ordinary Shares on LSE's Main Market for listed securities (together, "Admission"). It is expected that Admission will take place at 8.00 am on 4 October 2021 and that dealings in the new Ordinary Shares on the LSE's Main Market for listed securities will commence at the same time.

 

Total Voting Rights

 

On Admission, the Company's issued share capital will consist of 1,867,781,310 Ordinary Shares with voting rights. This figure may be used by Shareholders in determining the denominator for the calculation by which they will establish if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

 

The new Ordinary Shares issued in connection with the Issue will be fully paid and will rank pari passu in all respects with each other and with the existing ordinary shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

 

 

The Placing was conducted through an accelerated bookbuild by joint bookrunners, Jefferies International Limited ("Jefferies") and J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"). Akur Limited ("Akur") is acting as joint financial adviser to the Company.

 

The Placing is conditional, among other things, upon Admission becoming effective and the Placing Agreement not being terminated in accordance with its terms.

 

Capitalised terms used but not defined in this announcement have the same meanings as set out in the announcement of the Company released at 17:02 (UK time) on 29 September 2021.

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

Tritax Group

Colin Godfrey (CEO, Fund Management)

Frankie Whitehead (Finance Director)

Ian Brown (Investor Relations)

 

+44 (0) 20 8051 5060

bigboxir@tritax.co.uk

Jefferies International Limited (Joint Global Coordinator and Joint Bookrunner)

Stuart Klein

Luca Erpici

Andrew Morris

 

+44 (0) 20 7029 8000

 

J.P. Morgan Cazenove (Joint Global Coordinator and Joint Bookrunner)

James Kelly

Barry Meyers

Paul Pulze

Jessica Murray

 

+44 (0) 20 7742 4000

Akur Limited (Joint Financial Adviser)

Anthony Richardson

Siobhan Sergeant

 

+44 (0) 20 7493 3631

 

Maitland/AMO (Communications Adviser)

James Benjamin

+44 (0) 7747 113 930

tritax-maitland@maitland.co.uk

 

 

     

NOTES

 

Tritax Big Box REIT plc (ticker: BBOX) is the only listed vehicle dedicated to investing in very large logistics warehouse assets ("Big Boxes") in the UK and is committed to delivering attractive and sustainable returns for Shareholders. Investing in and actively managing existing built investments, land suitable for Big Box development and developments predominantly delivered through pre-let forward funded basis, the Company focuses on large, well-located, modern Big Box logistics assets, 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 supply of Big Boxes.

 

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 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 plc is available at www.tritaxbigbox.co.uk

 

The Company's LEI is: 213800L6X88MIYPVR714

 

Important information

This Announcement is not for release, publication or public 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") or to US persons (as defined in Regulation S under the US Securities Act (as defined below) ("Regulation S")) or into Australia, Canada, Hong Kong, the Republic of South Africa ("South Africa"), New Zealand or Japan or any other jurisdiction where such distribution or offer is unlawful except as set out below. Any failure to comply with the foregoing restrictions may constitute a violation of US securities and other laws.

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

The distribution of this Announcement may be restricted or prohibited by law in certain jurisdictions, and accordingly it is the responsibility of any person into who views the Announcement or other information referred to herein to inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. None of the Company, Tritax, Akur, Jefferies, JPMC or any other person accepts liability to any person in relation thereto. 

No public offering of the Placing Shares is being made in the United States, United Kingdom, Australia, Canada, Hong Kong, South Africa, New Zealand, Japan or elsewhere.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or UK Prospectus Regulation (each as defined below)) to be published.

This Announcement is directed only at persons whose ordinary activities involve them acquiring, holding, managing and disposing of investments (as principal or agent) for the purposes of their business and who have professional experience in matters relating to investments and are: (A) if in a member state of the European Economic Area ("EEA"), "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); or (B) if in the United Kingdom, "qualified investors" as defined in Article 2(e) of Regulation (EU) 2017/1129, as it forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who also (a) fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") (investment professionals); (b) fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the order; (C)  in New Zealand only to persons who are wholesale investors within the meaning of clauses 37 to 40 of schedule 1 of the Financial Markets Conduct Act 2013 (FMC Act) or who is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act and has delivered to the Company the necessary eligible investor certificate in accordance with clauses 41, 43 and 46 of Schedule 1 of the FMC Act; (D) in Australia only to persons who are (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act 2001 (Cth) ("Corporations Act") or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect; (E) "professional investors" in Hong Kong under the Securities and Futures (Professional Investor) Rules made under the Securities and Futures Ordinance of Hong Kong; (F) in Israel only to investors who are listed in the first supplement (the "First Supplement") of the Israeli Securities Law, 5728-1968, as amended (the "Israeli Securities Law); or (G) are persons to whom it is otherwise lawful to communicate it to, (all such persons in (A) to (G) together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement relates is available only to Relevant Persons and any person who is not a Relevant Person or who does not have professional experience in matters relating to investment should not act or rely on this Announcement. 

Marketing of the Shares for the purposes of the Directive 2011/61/EU (the ''AIFM Directive'') and/or a third party on its behalf mentioned herein will only take place in an EEA member state if the Company is appropriately registered or has otherwise complied with the requirements under the AIFM Directive (as implemented in the relevant EEA Member State) necessary for such marketing to take place. The Company may only market the Shares in the following territories of the EEA: Belgium, Ireland, Netherlands, Sweden, Luxembourg and Sweden.

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. 

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"), and may not be offered or sold in the United States, or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and under circumstances that would not require the Company to register under the Investment Company Act. and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities referred to herein in the United States.

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.

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, Hong Kong, South Africa, New Zealand or Japan. Subject to certain exceptions, the Placing Shares may not be offered or sold in Australia, Canada, Hong Kong, South Africa, New Zealand or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, Hong Kong, South Africa, New Zealand or Japan.

This Announcement does not constitute, or purport to include the information required of, a disclosure document under Chapter 6D of the Australian Corporations Act 2001 (the "Corporations Act") or a product disclosure statement under Chapter 7 of the Corporations Act and will not be lodged with the Australian Securities and Investments Commission. No offer of securities is made pursuant to this Announcement in Australia except to a person who is (i) either a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act or a "professional investor" within the meaning of section 9 and section 708(11) of the Corporations Act; and (ii) a "wholesale client" for the purposes of section 761G(7) of the Corporations Act (and related regulations) who has complied with all relevant requirements in this respect. No Placing Shares may be offered for sale (or transferred, assigned or otherwise alienated) to investors in Australia for at least 12 months after their issue, except in circumstances where disclosure to investors is not required under Part 6D.2 of the Corporations Act.

No prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia.

No document has been registered, filed with or approved by any New Zealand regulatory authority under the Financial Markets Conduct Act 2013 (New Zealand) (the "FMC Act"). The Placing Shares are not being offered or sold in New Zealand (or allotted with a view to being offered for sale in New Zealand) other than to a person who (i) is an investment business within the meaning of clause 37 of Schedule 1 of the FMC Act; (ii) meets the investment activity criteria specified in clause 38 of Schedule 1 of the FMC Act; (iii) is large within the meaning of clause 39 of Schedule 1 of the FMC Act; (iv) is a government agency within the meaning of clause 40 of Schedule 1 of the FMC Act; or (v) is an eligible investor within the meaning of clause 41 of Schedule 1 of the FMC Act and has delivered to the Company the necessary eligible investor certificate in accordance with clauses 41, 43 and 46 of Schedule 1 of the FMC Act. Any person in New Zealand who subscribes for Placing Shares will be deemed to have represented and warranted to the Company that it is a wholesale investor under the FMC Act falling within one of (i) to (v) above and further undertakes to provide all applicable certificates under the FMC Act to the Company.

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.

In 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) or (b) of the South African Companies Act 71 of 2008 (as amended) (the "South African Companies Act") and to whom this Announcement and related Placing will be specifically addressed (the "South African Qualifying Investors").. As such, in South Africa, this Announcement and the related Placing do not constitute an offer for the sale of or subscription for, or the solicitation of an offer to buy and/or to subscribe for the Placing Shares to the public (as defined in the South African Companies Act),and will not be distributed to any person in 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 South Africa.

This Announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any security in Japan. The Placing Shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No.25 of 1948, as amended) (the "FIEL") and no securities registration statement under the FIEL has been filed. Accordingly, the Placing Shares may not (unless an exemption of the registration requirement under the FIEL is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Japan or to, or for the account or benefit of any national, resident or citizen of Japan.

The information provided herein does not constitute an offer of Placing 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 Placing Shares.

The offer and marketing of the New Ordinary Shares in Switzerland will be exclusively made to, and directed at, qualified investors (the "Swiss Qualified Investors"), as defined in Article 10(3) of the Swiss Collective Investment Schemes Act in conjunction with Article 4(4) of FinSA, i.e. institutional clients, at the exclusion of professional clients with opting-out pursuant to Article 5(3) FinSA ("Excluded Swiss Qualified Investors"). Accordingly, the Company has not been and will not be registered with the Swiss Financial Market Supervisory Authority 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 Placing Shares may be made available in Switzerland solely to Swiss Qualified Investors, at the exclusion of Swiss Excluded Qualified Investors.

In Israel, the this Announcement is only for distribution to persons who are listed in the First Supplement, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters purchasing for their own account, venture capital funds, entities with shareholders' equity in excess of 50 million new Israeli shekels and high net worth individuals who meet the qualifications specified in the Israeli Securities Law, 5728 1968, as amended, each as defined in the First Supplement (as it may be amended from time to time, collectively referred to as the "Eligible Investors"). Eligible Investors shall be required to submit a written confirmation that they fall within the scope of the First Supplement.

Any person in the UK or the EEA who acquires the Placing Shares in any offer or to whom any offer of the Placing Shares is made will be deemed to have represented and agreed that it is a Relevant Person. Any investor will also be deemed to have represented and agreed that any Placing Shares acquired by it in the offer have not been acquired on behalf of persons in the UK or the EEA other than Relevant Per-sons for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the Shares been acquired with a view to their resale in the UK or the EEA to persons where this would result in a requirement for publication by the Company, Tritax, Akur, Jefferies or JPMC of a prospectus pursuant to the UK Prospectus Regulation and the EU Prospectus Regulation.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, subscribe for, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or 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, the Joint Bookrunners and any of their respective affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

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 purport to be all inclusive or to contain sufficient information to support an investment decision and speaks only as of the date hereof. 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, and no responsibility or liability is or will be accepted by Akur, Jefferies, JPMC, Tritax or their respective Affiliates as to, or in relation to, the accuracy, reliability, or completeness of any information contained in this Announcement and Akur, Jefferies, JPMC and Tritax (for themselves and on behalf of their Affiliates) hereby expressly disclaim any and all responsibility or liability (other than in respect of a fraudulent misrepresentation) for the accuracy, reliability and completeness of such information or for any loss howsoever arising, directly or indirectly, from any use of such information or otherwise arising in connection therewith. In addition, no duty of care or otherwise is owed for any loss, cost or damage suffered or incurred as a result of the reliance on such information or otherwise arising in connection with this Announcement or on its completeness, accuracy or fairness. This Announcement has not been approved by any competent regulatory or supervisory authority.

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. All projections, estimations, forecasts, budgets or similar expressions in this Announcement are illustrative exercises involving significant elements of judgement and analysis and using the assumptions described herein, which assumptions, judgements and analyses may or may not prove to be correct. The actual outcome may be materially affected by changes in e.g. economic and/or other circumstances. Therefore, in particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievability or reasonableness or any projection of the future, budgets, forecasts, management targets or estimates, prospects or returns. You should not do anything (including entry into any transaction of any kind) or forebear to do anything on the basis of this Announcement. Before entering into any arrangement, commitment or transaction you should take steps to ensure that you understand the transaction and have made an independent assessment of the appropriateness of the transaction in light of your own objectives and circumstances, including the possible risks and benefits of entering into such a transaction.

 

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.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Jefferies, J.P. Morgan Cazenove, Akur nor any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of Jefferies, J.P. Morgan Cazenove, Akur or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. Jefferies, J.P. Morgan Cazenove, Akur and their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by Jefferies, J.P. Morgan Cazenove, Akur or any of their respective affiliates as to the accuracy, fairness, verification, completeness or sufficiency of the information contained in this Announcement and nothing in this Announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future.

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 FSMA) 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.

Jefferies, and Akur, which are each authorised and regulated in the United Kingdom by the UK Financial Conduct Authority, are acting exclusively for the Company and no one else in connection with the Placing and Admission. Neither Jefferies , nor Akur 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.

J.P. Morgan Cazenove, which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority (the "FCA"), is acting for the Company and no-one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove nor for providing advice in relation to the Placing, the contents of this Announcement or any transaction, arrangement or other matter referred to herein.

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 Jefferies, J.P. Morgan Cazenove or Akur.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this Announcement.

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.tritaxbigbox.co.uk/.

 

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. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies and J.P. Morgan Cazenove 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 is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

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