NOT FOR 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. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority 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 subscribe for or to acquire, any ordinary shares in Tritax EuroBox plc (the “Company“) in any jurisdiction, including in or into the United States, Australia, Canada, Israel, Japan, New Zealand or the Republic of South Africa. Investors should not subscribe for or purchase any ordinary shares referred to in this announcement except on the basis of information in the prospectus published by the Company today (the “Prospectus“).
14 June 2018
Tritax EuroBox plc
Publication of Prospectus
Further to the announcement made by Tritax EuroBox plc earlier today, the Company announces the publication of its Prospectus in relation to its proposed initial public offering (“IPO”) and the proposed admission of its ordinary shares (“Ordinary Shares”) to trading on the specialist fund segment of the main market for listed securities of the London Stock Exchange (“Admission”).
A copy of the Prospectus may, subject to any applicable law, be obtained from the registered office of the Company and will, in due course, be made available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/NSM and on the Company’s website (www.tritaxeurobox.co.uk).
Jefferies International Limited (“Jefferies”) and Kempen & Co N.V. (“Kempen”) are acting as joint global coordinators, joint bookrunners and joint financial advisers in relation to the IPO. Scott Harris UK Ltd (“Scott Harris”) is acting as intermediaries offer adviser.
The above dates and times may be brought forward or extended and any changes will be notified via a Regulatory Information Service. References to times are to London time unless otherwise stated. Any changes to the expected timetable will be notified by the Company via a Regulatory Information Service.
For further information, please contact:
Tel: +44 (0)20 7290 1616
Jefferies International Limited (Joint Global Coordinator, Joint Bookrunner and Joint Financial Adviser)
Tel: +44 (0)20 7029 8000
Kempen & Co N.V. (Joint Global Coordinator, Joint Bookrunner and Joint Financial Adviser)
Thomas ten Hoedt
Tel: +31 (0)20 348 8500
Scott Harris UK Limited (Intermediaries Offer Adviser)
Tel: +44 (0)20 7653 0030
Newgate Communications (PR Adviser to Tritax)
Tel: +44 (0)20 7680 6550
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, completeness or fairness. The material contained in this announcement 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.
Neither this announcement nor the information contained herein is 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, Israel, Japan, New Zealand, the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of applicable law. The IPO 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 these 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 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 in any jurisdiction, including in or into the United States, Australia, Canada, Israel, Japan, New Zealand or the Republic of South Africa. Investors should not subscribe for or purchase any Ordinary Shares except on the basis of information in the Prospectus. Copies of the Prospectus will shortly be made available for viewing at the National Storage Mechanism at http://www.morningstar.co.uk/NSM and on the Company’s website (www.tritaxeurobox.co.uk). No information set out in this announcement is intended to form the basis of any contract of sale, investment decision or any decision to purchase shares in the Company.
The Ordinary Shares referred to in this announcement 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, sold, resold, transferred or delivered, directly or indirectly, in or into the United States or for the account or benefit of, US persons (as defined in Regulation S under the US Securities Act, except for qualified institutional buyers as defined in Rule 144A under the 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 “US Investment Company Act“), and the rules thereunder or 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 United States Investment Company Act, and investors will not be entitled to the benefits of the US Investment Company Act.
This announcement is only addressed to, and directed at, persons in member states of the European Economic Area (“EEA“) who are “qualified investors” within the meaning of Article 2(1)(e) of Directive 2003/71/EC and amendments thereto (together with any applicable implementing measures in any Member State, the “Prospectus Directive“) and otherwise to persons to whom it may otherwise lawfully be communicated (all such persons being referred to as “Relevant Persons“). Nothing in this announcement constitutes investment advice and 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 will be engaged in only with such persons. Other persons should not rely or act upon this document or any of its contents. By accepting this announcement you represent and agree that you are a Relevant Person.
The offer and sale of Ordinary Shares has 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 Ordinary 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.
In Canada, any offer and sale of Ordinary Shares is only being made in the provinces of Ontario, Quebec, Alberta, British Columbia and Manitoba on a private placement basis and only to certain eligible accredited investors.
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 shares is or will be made in Australia pursuant to this announcement, 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, or another person who may be issued shares without requiring a disclosure document. If any shares are issued, they may not 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.
The Ordinary Shares have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (as amended) (the “FIEL“) and no securities registration statement under the FIEL has been or will be filed. Accordingly, the Ordinary 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.
In the Republic of South Africa, this announcement and the related IPO 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 the related Placing will be specifically addressed (the “South African Qualifying Investors“). As such, in the Republic of South Africa, this announcement and the IPO does 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 Ordinary Shares to the public as defined in the South African Companies Act and will not be distributed to any person in the Republic of 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 in the Republic of South Africa who is not a South African Qualifying Investor receive this announcement and the IPO, they should not and will not be entitled to acquire any Ordinary 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 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 the Republic of South Africa.
Jefferies, which is authorised and regulated in the United Kingdom by the UK Financial Conduct Authority, and Kempen & Co N.V., 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 this announcement or any future transaction in connection with it. Neither Jefferies nor Kempen is acting as adviser to any recipient of this announcement or will be responsible to any recipient of the announcement for providing the protections afforded to clients of any of them or for providing advice in connection with this announcement or matters 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 the 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 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.
In connection with the IPO, Jefferies, Kempen and any of their respective affiliates acting as an investor for its or their own account(s), may acquire Ordinary 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 IPO or otherwise. Accordingly, references in the Prospectus, once published, to the Ordinary Shares being issued, offered, acquired, subscribed or otherwise dealt with, should be read as including any issue or offer to, acquisition of, or subscription 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 IPO, Jefferies and Kempen may enter into financing arrangements with investors, such as share swap arrangements or lending arrangements where Ordinary 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 IPO. 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 Ordinary Shares, persons viewing this announcement should ensure that they fully understand and accept the risks that will be set out in the Prospectus. Information in this announcement or any of the documents relating to the proposed IPO cannot be relied upon as a guide to future performance. The IPO timetable including the date of Admission may be influenced by a range of circumstances such as market conditions. There is no guarantee that the IPO will occur and you should not base your financial decisions on the Company’s intentions in relation to the IPO 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.