TIDMBBOX
RNS Number : 0866N
Tritax Big Box REIT plc
27 January 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION
WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY
APPLICABLE LAW OR TO US PERSONS. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.
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.
27 January 2016
TRITAX BIG BOX REIT PLC
(the "Company")
PLACING, OPEN OFFER AND OFFER FOR SUBSCRIPTION
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 124 pence per New Share (the "Issue Price")
(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 detailed 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 such 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 GBP100 million(1) (before expenses) via the Issue
that will provide the Company with funds to capitalise on these
opportunities.
Issue Highlights
-- The Issue, which is not underwritten, comprises the Placing,
Open Offer and Offer for Subscription, in aggregate equalling up to
80,645,161 New Shares at the Issue Price of 124 pence per New Share
(based on the target size of GBP100 million).
-- The Issue Price represents a discount of 5.8 per cent. to the
closing price of 131.60 pence per Existing Ordinary Share as at the
close of business on 26 January 2016 and a premium of 2.4 per cent.
to the unaudited estimated Basic Net Asset Value per Existing
Ordinary Share (as at 31 December 2015) net of the fourth interim
dividend noted below.
-- The New Shares will rank pari passu in all respects with the
Existing Ordinary Shares, save in respect of the fourth interim
dividend of 3.0 pence per Ordinary Share declared today for the
period 1 July 2015 to 31 December 2015.
-- Under the Open Offer, up to an aggregate amount of 61,621,826
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(s) 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 is conditional, amongst other things, upon the
passing of the Resolutions at the General Meeting, Admission of the
New Shares occurring no later than 8.00a.m. on 16 February 2016 (or
such later time and/or date as the Company and Jefferies may agree)
and the Placing Agreement not being terminated and becoming
unconditional in accordance with its terms. If these conditions are
not met, the Issue will not proceed and an announcement to that
effect will be made via a Regulatory Information Service.
-- Application will be made for the New Shares to be admitted to
the premium 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:
-- the net proceeds of the Issue will be used to make further
investments in accordance with the Company's investment criteria,
diversifying the Company's Portfolio in terms of both tenant
exposure and geographical location and capitalising on the
Company's leading position in the UK Big Box logistics market;
-- all the assets targeted to be acquired are expected to be
value accretive for Shareholders over the medium term;
-- an increase in the size of the Company should improve
liquidity and enhance the marketability of the Company, 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.
Competitive Advantages
The Directors believe that the Company has a number of
competitive advantages including:
-- 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 25 Big Box assets let or pre-let to
institutional-grade tenants;
-- Tenant quality: the Company's Portfolio is let or pre-let to
some of the most well-known companies in the UK including Marks
& Spencer, B&Q, Sainsbury's and Rolls Royce Motor Cars.
37.4 per cent. of the Company's tenants are FTSE 100 companies, 32
per cent. are FTSE 250 companies and 14.5 per cent. are other
listed public limited companies;
-- Access to investment opportunities: the Manager has access to
attractively priced investment opportunities through
long-established industry contacts and extensive knowledge of the
sector; 78 per cent. (by value) of the Company's Portfolio has been
acquired off-market, helping to avoid the potential of a
competitive acquisition process for assets and thereby potentially
enhancing capital appreciation;
-- Access to financing: the Company has approximately GBP570
million of committed debt financing in place of which GBP389.2
million is currently drawn (representing a loan to value ratio of
33 per cent.) with a weighted average term to maturity of 4.7
years, increasing to 6.5 years with extension options. The current
blended margin payable on the Company's debt facilities is 1.42 per
cent. above three month LIBOR with borrowing costs on current drawn
debt capped at an all-in rate of 2.94 per cent. using interest rate
caps which coterminate with each facility;
-- Favourable demand/supply dynamic: the balance of occupational
supply and demand remains very favourable for landlords with
further potential for yield compression in the logistics space and
rental growth expected to remain strong;
-- Asset management: the Company is progressing a number of
opportunities to create capital value enhancement through
re-gearing 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 and a low
cost base with 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 cash balances and reduce as Basic NAV
grows. 25 per cent. of total fees (net of any applicable tax) are
payable in 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;
-- Low total expense ratio: the Company's total expense ratio
for 2015 was approximately 1.1 per cent; and
-- Development benefit without development risk: the Company
does not undertake speculative development and will only acquire
assets which are let or pre-let.
Net Asset Value Update
The last published unaudited EPRA Net Asset Value per Ordinary
Share was 117.06 pence as at 30 June 2015. The next audited EPRA
Net Asset Value per Ordinary Share due to be published by the
Company will be as at 31 December 2015 and is expected to be
published in March 2016.
In advance of this, and following the Company's trading
statement published on 21 January 2016, the Directors confirm an
unaudited estimated EPRA Net Asset Value per Ordinary Share as at
31 December 2015 of 124.68 pence (the Company's unaudited Basic Net
Asset Value per Ordinary Share is estimated to be 124.09 pence as
at the same date). This represents an increase of approximately
15.9 per cent. as compared to the audited EPRA Net Asset Value as
at 31 December 2014 of 107.6 pence and a total return(2) of
approximately 19.4 per cent. over the period, significantly in
excess of the Company's medium term target of 9 per cent. per
annum. The total shareholder return(3) over the period was 24.1 per
cent.
(MORE TO FOLLOW) Dow Jones Newswires
January 27, 2016 02:00 ET (07:00 GMT)
The estimated Net Asset Value (EPRA and Basic) is an estimate of
the Directors based on the unaudited financial information of the
Group and has been prepared on a basis consistent with the
Company's accounting policies. Although they have not been audited,
BDO LLP has agreed that the unaudited estimated EPRA Net Asset
Value per Ordinary Share and the unaudited estimated Basic Net
Asset Value per Ordinary Share as at 31 December 2015 are
substantially consistent with the EPRA Net Asset Value per Ordinary
Share and the Basic Net Asset Value per Ordinary Share to be
published in the next annual audited financial statements of the
Company.
Dividends
The Company has today declared a dividend of 3.0 pence per
Ordinary Share for the period 1 July 2015 to 31 December 2015 to
Shareholders on the register on 12 February 2016. The dividend is
expected to be paid on or around 9 March 2016.
The Directors intend to adopt a progressive dividend policy for
2016 with a target dividend of 6.2 pence per Ordinary Share for the
year ending 31 December 2016(4) , representing a 3.3 per cent.
increase in the total dividend declared for 2015, in excess of the
rate of RPI inflation over the period from IPO to 31 December 2015
and representing a dividend yield of 5.0 per cent. on the Issue
Price of 124 pence. Dividends are expected to be fully covered by
adjusted earnings(5) from the Company's Portfolio.
Notes
(1) The Directors have the ability to increase the size of the
Issue to up to GBP150 million.
(2) Total return calculated as change in EPRA Net Asset Value
plus dividends paid.
(3) Total shareholder return calculated as change in share price
plus dividends reinvested in the Company.
(4) 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.
(5) Adjusted earnings includes licence fees receivable on
forward funded assets.
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.
Any defined terms used in this announcement are as set out in
the Prospectus and/or the Circular.
Indicative Timetable
The Open Offer
Record Date for entitlements 5.00 p.m. on 25
under the Open Offer January 2016
Open Offer Application Forms
despatched to Qualifying Non-CREST
Shareholders 27 January 2016
Ex-entitlement date for the
Open Offer 27 January 2016
Open Offer Entitlements credited
to stock accounts in CREST
of Qualifying CREST Shareholders 28 January 2016
Recommended latest time for
requesting withdrawal of Open 4.30 p.m. on 5
Offer Entitlements from CREST February 2016
Latest time and date for depositing
Open Offer Entitlements into 3.00 p.m. on 8
CREST February 2016
Latest time and date for splitting
of Open Offer Application Forms
(to satisfy bona fide market 3.00 p.m. on 9
claims only) February 2016
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 11.00 a.m. on 11
(as appropriate) February 2016
The Placing and Offer for Subscription
Placing and Offer for Subscription
opens 27 January 2016
Latest time and date for receipt
of completed Application Forms
and payment in full under the 11.00 a.m. on 11
Offer for Subscription February 2016
Latest time and date for receipt
of placing commitments under 3.00 p.m. on 11
the Placing February 2016
Other key dates
10.00 a.m. on 12
General Meeting February 2016
Announcement of the results
of the Issue 12 February 2016
Admission of the New Ordinary
Shares to the Official List
and to trading on the London
Stock Exchange's main market 8.00 a.m. on 16
for listed securities February 2016
Crediting of CREST stock accounts 16 February 2016
Share certificates despatched week commencing
(where appropriate) 29 February 2016
(or as soon as
possible thereafter)
The dates and times specified in this announcement are subject
to change without further notice. All references to times in this
announcement are to London time unless otherwise stated. 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.
Dealing codes
Ticker BBOX
ISIN for the Ordinary Shares GB00BG49KP99
SEDOL for the Ordinary Shares BG49KP9
ISIN for the Open Offer Entitlements GB00BDB5MH59
of Ordinary Shares
SEDOL for the Open Offer Entitlements BDB5MH5
of Ordinary Shares
ISIN for the Excess CREST Open Offer GB00BDB5MJ73
Entitlements of Ordinary Shares
SEDOL for the Excess CREST Open Offer BDB5MJ7
Entitlements of Ordinary Shares
For further information, please contact:
Tritax Group via Newgate
Colin Godfrey (Partner, Fund
Manager)
Newgate (PR Adviser) Tel: 020 7680 6550
James Benjamin Email: tritax@newgatecomms.com
Alex Shilov
Lydia Thompson
Jefferies International Limited Tel: 020 7029 8000
(Sponsor, Joint Financial Adviser
and Sole Global Coordinator
and Bookrunner)
Gary Gould
Stuart Klein
David Watkins
Akur Limited (Joint Financial Tel: 020 7493 3631
Adviser)
Anthony Richardson
Tom Frost
Siobhan Sergeant
NOTES:
Tritax Big Box REIT plc is a real estate investment trust to
which Part 12 of the UK Corporation Tax Act 2010 applies ("REIT").
The Company invests in a portfolio of well-located, modern "Big
Box" assets, typically greater than 500,000 sq. ft., let to
institutional-grade tenants on long-term leases (typically at least
12 years in length) with upward-only rent reviews (giving inflation
linked earnings growth), and with 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 in high growth areas of the
economy and limited stock supply. The Company is the only listed
vehicle to give pure exposure to the "Big Box" asset class in the
UK.
Further information on Tritax Big Box REIT is available at
www.tritaxbigbox.co.uk
IMPORTANT NOTICE
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).
(MORE TO FOLLOW) Dow Jones Newswires
January 27, 2016 02:00 ET (07:00 GMT)
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