24 April 2017
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 END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS.
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 RECOMMENDATION REGARDING ANY SECURITIES. ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH THE ISSUE.
The Board of Directors (the “Directors”) of Tritax Big Box REIT plc (ticker: BBOX) announces a Placing, Open Offer and Offer for Subscription of new ordinary shares of the Company (the “New Shares”) at a price of 136 pence per New Share (the “Issue Price”)(the “Issue”).
Any capitalised terms used but not otherwise defined in this announcement have the meaning set out in the prospectus and/or the circular to be published by the Company in connection with the Issue.
The Company expects to use the net proceeds of the Issue to acquire further investments. In this regard, Tritax Management LLP (the “Manager”) is engaged in discussions with the owners of a number of attractive investment assets that meet the Company’s investment criteria and are available for potential acquisition in the near term. The Directors consider that these investment opportunities are likely to be value accretive to investors over the medium term. Accordingly, the Company is seeking to raise a target amount of £200 million¹(before expenses) via the Issue that will provide the Company with funds to capitalise on these investment opportunities. The Company currently plans to deploy the net proceeds of the Issue within six months of Admission.
- The Issue, which is not underwritten, comprises the Placing, Open Offer and Offer for Subscription, of, in aggregate, up to 147,058,823 New Shares at the Issue Price of 136 pence per New Share (based on the target size of £200 million).
- The Issue Price represents a discount of 6.6% to the closing price of 147.2 pence per Existing Ordinary Share as at the close of business on 21 April 2017, net of the Q1 2017 interim dividend of 1.60 pence per Ordinary Share described below and a premium of 6.7% to the audited EPRA Net Asset Value per Existing Ordinary Share (129.00 pence as at 31 December 2016), net of the interim dividend of 1.55 pence per Ordinary Share paid on 3 April 2017.
- The New Shares will rank pari passu in all respects with the Existing Ordinary Shares, save in respect of the Q1 2017 dividend of 1.60 pence per Ordinary Share declared today for the three month period to 31 March 2017.
- Under the Open Offer, up to an aggregate amount of 100,517,096 New Shares will be made available to Qualifying Shareholders at the Issue Price, pro rata to their holdings of Existing Ordinary Shares, on the basis of:
- 1 New Ordinary Share for every 11 Existing Ordinary Shares held on the Record Date.
- The balance of New Shares to be made available under the Issue together with New Shares not taken up pursuant to the Open Offer will be made available for subscription under the Excess Application Facility, the Placing and the Offer for Subscription.
- The Placing and Offer for Subscription are subject to scaling back at the discretion of the Directors. The Open Offer is not subject to scaling back in favour of the Placing or the Offer for Subscription.
- The Issue, which is not underwritten, is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting, Admission of the New Shares occurring no later than 8.00 a.m. on 15 May 2017 (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.
- Application will be made for the New Shares to be admitted to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange’s main market for listed securities.
Benefits of the Issue
The Directors believe that the Issue will have the following principal benefits for Shareholders:
- an increase in the size of the Company should improve liquidity and enhance the marketability of the Company’s Ordinary Shares, resulting in a broader investor base over the longer term; and
- an increase in the size of the Company will spread its fixed operating expenses over a larger capital base, which should reduce ongoing expenses per Share.
Pipeline of potential investments
The Manager has access to a pipeline of potential investments and is engaged in discussions with the owners of a number of attractive assets that meet the Company’s investment criteria and are available for potential acquisition in the near term. The Directors consider that these investment opportunities are likely to be valueaccretive to investors over the medium term.
In particular the Manager is currently in advanced negotiations in relation to three standing assets, two of which are under offer, for an aggregate consideration of approximately £155 million. Taking into account these three assets and the commitment to the two Howdens Forward Funded Developments, the Company will have invested the geared equity proceeds from the October 2016 equity issue.
There can be no certainty that the Company will complete these acquisitions, or that the Company will complete any of the transactions in its investment pipeline. It is, however, possible that contracts may be exchanged on one or more of the three assets in the coming weeks and this may occur before, or shortly after, Admission. Competitive advantages The Directors believe that the Company has a number of competitive advantages including²:
- Unique portfolio: the Company is the only listed vehicle giving pure exposure to the Big Box asset class in the UK with a Portfolio of 36 Big Box assets (as at the date of this announcement, excluding, for the avoidance of doubt, the two Howdens Forward Funded Developments) that are income producing and let or pre-let to institutionalgrade tenants;
- Tenant quality: the Company’s Portfolio is let or prelet to some of the most wellknown companies in the UK including Amazon, B&Q, Kellogg’s, L’Oréal, Marks & Spencer, RollsRoyce Motor Cars, Sainsbury’s and Tesco. 47% of the Company’s tenants are FTSE 100 companies, 14% are FTSE 250 companies and 20% are other international listed public limited companies³;
- Long leases: the Company’s Portfolio benefits from a weighted average unexpired lease term of 15.3 years as at 31 December 2016. 48% of the Company’s rent roll does not expire for more than 15 years. The Portfolio is well positioned to offer strong and reliable income growth through upward only rent reviews. 35% of the leases in the Portfolio have rent reviews which are fixed, 14% are linked to RPI/CPI and 41% are reviewed to open market typically every five years;
- Access to investment opportunities: the Manager has access to attractively priced investment opportunities through longestablished industry contacts and extensive knowledge of the sector; approximately 80% (by value) of the Company’s Portfolio since IPO has been acquired offmarket, helping to avoid the potential of a competitive acquisition process for assets and thereby potentially enhancing any initial capital appreciation;
- Access to financing: as at the date of this announcement, the Company has £781.5 million of committed debt financing in place of which £681.5 million is currently drawn (representing a loan to value ratio of 32%) with a weighted average term to maturity of 5.1 years, increasing to 5.9 years when taking into account future extension options. The current weighted average margin payable across all of the Company’s committed debt facilities is 1.43%†. The weighted average allin capped cost of debt is 2.78% when taking into account the Company’s interest rate caps and swaps which coterminate with each facility;
- Favourable demand/supply dynamic: the imbalance of occupational supply and demand remains favourable for landlords, pointing to the potential for further rental growth;
- Asset management: the Company is progressing a number of opportunities to create capital value enhancement through regearing of leases, maximising rent reviews and capturing expansion plans to support tenant operations;
- Fully covered, progressive dividend policy: the Company’s dividend policy is underpinned by a growing rental stream with inflation protection, a low cost base and all leases providing for upward only rent reviews, positioning the Company to capture market rental growth;
- Low cost management fee arrangements: management fees are based on Basic NAV excluding uncommitted cash balances and reduce as Basic NAV grows. Furthermore, 25% of total fees (net of any applicable tax) are payable in Ordinary Shares, helping to align the interests of the Manager with Shareholders. There are no additional performance, acquisition, exit or property management fees payable by the Company to the Manager;
- Low total expense ratio and EPRA cost ratio: the Company’s total expense ratio for the year ended 31 December 2016 was 1.06% and its EPRA cost ratio was 15.8%; and
- Development benefit with minimised development risk: the Company does not undertake speculative development and will only fund a development which is prelet. The Company’s first development completed in autumn 2015 and, in total since launch, it has completed six developments with an average capital value increase of approximately 13% above the aggregate of the acquisition prices.
The Company has today declared a dividend of 1.60 pence per Ordinary Share for the period from 1 January 2017 to 31 March 2017 to Shareholders on the register on 5 May 2017. The dividend is expected to be paid on or around 22 May 2017.
The Directors adopted a progressive dividend policy for 2017 with a target dividend of 6.4 pence per Ordinary Share for the year ending 31 December 2017‡ payable quarterly, representing a 3.2% increase in the total dividend of 6.2 pence per Ordinary Share declared for 2016, in excess of the rate of RPI inflation for the period from 1 January 2016 to 31 December 2016 and representing a dividend yield of 4.7% on the Issue Price of 136 pence. Dividends are expected to be fully covered by Adjusted Earnings from the Company’s Portfolio.
1 The Directors have the ability to increase the size of the Issue to up to £350 million.
2 All information provided as at 31 December 2016 unless otherwise stated. Please note that certain figures will have changed since 31 December 2016, including to reflect the acquisition of the Hachette Forward Funded Development.
3 Split based on listed parent company.
† Over three month LIBOR or reference gilt rate.
‡ This is a target only and not a forecast. There can be no assurance that the target will be met and it should not be taken as an indication of the. Company’s expected or actual future results. Potential investors should not place any reliance on these targets and any investment decision should be made exclusively on the basis of the Prospectus.
Prospectus and Circular
Further details of the Issue and Admission will be set out in the Prospectus, which, together with a Circular, are expected to be available today on the Company’s website at www.tritaxbigbox.co.uk and can be inspected at the offices of Taylor Wessing LLP, 5 New Street Square, London EC4A 3TW.
Copies of the Prospectus and the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM.
The Circular convening the General Meeting at which the Directors are seeking authority to disapply preemption rights and issue and allot the New Ordinary Shares in respect of the Issue will be posted to Shareholders today.
The Open Offer
Record Date for entitlements under the Open Offer: 5.00 p.m. on 20 April 2017
Open Offer Application Forms despatched to Qualifying Non-CREST Shareholders: 24 April 2017
Ex-entitlement date for the Open Offer: 24 April 2017
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders: 25 April 2017
Recommended latest time for requesting withdrawal of Open Offer Entitlements from CREST: 4.30 p.m. on 4 May 2017
Latest time and date for depositing Open Offer Entitlements into CREST: 3.00 p.m. on 5 May 2017
Latest time and date for splitting of Open Offer Application Forms (to satisfy bona fide market claims only): 3.00 p.m. on 8 May 2017
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instructions (as appropriate): 11.00 a.m. on 10 May 2017
The Placing and Offer for Subscription
Placing and Offer for Subscription opens: 24 April 2017
Latest time and date for receipt of completed Application Forms and payment in full under the Offer for Subscription: 11.00 a.m. on 10 May 2017
Latest time and date for receipt of placing commitments under the Placing: 3.00 p.m. on 10 May 2017
Other key dates
Announcement of the results of the Issue: 11 May 2017
General Meeting: 9.00 a.m. on 11 May 2017
Admission of the New Ordinary Shares to the Official List and to trading on the London Stock Exchange’s main market for listed securities: 8.00 a.m. on 15 May 2017
Crediting of CREST stock accounts: 15 May 2017
Share certificates despatched (where appropriate): week commencing 22 May 2017 (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. In particular, the Board may, with the prior approval of the Manager and the Joint Financial Advisers, bring forward or postpone the closing time and date for the Issue. In the event that such date is changed, the Company will notify investors who have applied for New Shares of changes to the timetable either by post, by electronic mail or by the publication of a notice through a Regulatory Information Service.
ISIN for the Ordinary Shares: GB00BG49KP99
SEDOL for the Ordinary Shares: BG49KP9
ISIN for the Open Offer Entitlements of Ordinary Shares: GB00BYXPW588
SEDOL for the Open Offer Entitlements of Ordinary Shares: BYXPW588
ISIN for the Excess CREST Open Offer Entitlements of Ordinary Shares: GB00BYXPX990
SEDOL for the Excess CREST Open Offer Entitlements of Ordinary Shares: BYXPX990
For further information, please contact:
Colin Godfrey (Partner, Fund Manager) via Newgate (below)
Newgate Communications (PR Adviser)
Tel: 020 7680 6550
Jefferies International Limited (Sponsor, Joint Financial Adviser and Sole Global Coordinator and Bookrunner)
Tel: 020 7029 8000
Akur Limited (Joint Financial Adviser)
Tel: 020 7493 3631
Scott Harris (Intermediaries Offer Adviser)
Tel: 020 7653 0030
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 prelet forward funded development assets, the Company focuses on welllocated, modern “Big Box” logistics assets, typically greater than 500,000 sq. ft., let to institutionalgrade tenants on longterm leases (typically at least 12 years in length) with upwardonly rent reviews and geographic and tenant diversification throughout the UK.
The Company seeks to exploit the significant opportunity in this subsector 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
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is for information purposes only, is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are tentative and are subject to revision and amendment.
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 is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Prospectus intended to be published by the Company in due course in connection with the proposed Issue. Copies of the Prospectus will, following publication, be available on the Company’s website (www.tritaxbigbox.co.uk).
In member states of the European Economic Area (“EEA”), this announcement is only addressed to and directed at persons who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).
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.
This announcement has not been approved or authorised by the Guernsey Financial Services Commission for circulation in Guernsey, and may not be distributed or circulated directly or indirectly to any persons in the Bailiwick of Guernsey other than (i) by a person licensed to do so under the terms of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, or (ii) to those persons regulated by the Guernsey Financial Services Commission as licensees under the Protection of Investors (Bailiwick f Guernsey) Law, 1987, as amended, the Banking Supervision (Bailiwick of Guernsey) Law, 1994, the Insurance Business (Bailiwick of Guernsey) Law, 2002 or the Regulation of Fiduciaries, Administration Business and company Directors etc. (Bailiwick of Guernsey) Law, 2000.
In Jersey, this announcement (and the financial services to which it relates) has not been approved by and will not be submitted for approval to the Jersey Financial Services Commission (JFSC) for the purposes of public offering or sale in the Island of Jersey.
The comparability of the information on the Company’s performance to date to its future performance is by its nature limited for a variety of reasons. Without limitation, results can be positively or negatively affected by market conditions beyond the control of the Company or the Manager which may be different in many respects from those that prevail at present or in the future, with the result that the performance of investment portfolios originated now may be significantly different from those originated in the past. Neither the past performance of the Company nor the Manager is a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Company or the Manager. Prospective 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. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Issue and prospective investors should note that the value of New Shares can decrease as well as increase. Jefferies is authorised and regulated by the Financial Conduct Authority. Akur is authorised and regulated by the Financial Conduct Authority. Each of Jefferies and Akur is acting exclusively for the Company and noone 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 announcement does not constitute a recommendation concerning the proposed Issue. 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. Before purchasing any New Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus, when published. Information in this announcement or any of the documents relating to the proposed Issue cannot be relied upon as a guide to future performance. The Issue timetable may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Issue will occur and you should not base your financial decisions on the Company’s intentions in relation to the Issue 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.