NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE
RELEASE
9 April
2024
RECOMMENDED ALL-SHARE
COMBINATION
OF
TRITAX BIG BOX REIT PLC
("BBOX")
AND
UK COMMERCIAL PROPERTY REIT LIMITED
("UKCM")
PUBLICATION AND POSTING OF SCHEME
DOCUMENT
On 21 March 2024, the boards of BBOX and UKCM
announced that they had reached agreement on the terms of a
recommended all-share combination of BBOX and UKCM (the
"Announcement") pursuant to
which BBOX will acquire the entire issued and to be issued share
capital of UKCM (the "Combination"). As described in the
Announcement, it is intended that the Combination will be effected
by means of a Court-sanctioned scheme of arrangement under Part
VIII of the Companies Law of Guernsey (the "Scheme").
Unless the context provides otherwise, words
and expressions defined in the Scheme Document shall have the same
meanings in this announcement.
Publication of
the Scheme Document
The board of UKCM is pleased to announce the
publication of the scheme document in relation to the Scheme by
UKCM (the "Scheme
Document") which, together with the associated Forms of
Proxy, is today being posted by UKCM to UKCM Shareholders (save for
UKCM Shareholders in certain Restricted Jurisdictions).
The Scheme Document contains, amongst other
things, the full terms and conditions of the Scheme, a letter from
the Senior Independent Director of UKCM, an explanatory statement
pursuant to section 108 of Part VIII of the Companies Law of
Guernsey, an expected timetable of principal events, notices of the
Court Meeting and the General Meeting, valuation reports pursuant
to Rule 29 of the City Code on Takeover and Mergers (the
"Code"), and details of the
actions to be taken by Scheme Shareholders entitled to vote at the
Court Meeting and UKCM Shareholders entitled to vote at the General
Meeting.
The Scheme Document
will be made available (subject to any applicable
restrictions relating to persons resident in Restricted
Jurisdictions) free of charge, on UKCM's website at www.ukcpreit.com/en-gb/merger and on BBOX's website at
www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/
by no later than 12 noon on the Business Day following the
publication of the Scheme Document and will be available up to and
including the end of the Offer Period. The contents of these
websites are not incorporated into, and do not form part of, this
announcement.
Publication of
the BBOX Combined Circular and Prospectus
A combined circular and prospectus
relating to the New BBOX Shares proposed to be issued to UKCM
Shareholders in connection with the Combination (the "Combined Circular and Prospectus") has
been approved by the Financial Conduct Authority and is expected to
be published today on BBOX's website at
www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/.
The contents of this website are not incorporated into, and do not
form part of, this announcement.
Action
required
As further described in the Scheme Document,
before the Court is asked to sanction the Scheme, the Scheme will
require the approval of Scheme Shareholders at the Court Meeting
and the passing of the Resolution by UKCM Shareholders at the
General Meeting. The Court Meeting and the General Meeting are to
be held at Eventspace, Salisbury House,114 London Wall, London EC2M
5QD on 2 May 2024. The Court Meeting is scheduled to commence at
10.00 a.m. and the General Meeting is scheduled to commence at
10.15 a.m. (or as soon thereafter as the Court Meeting has
concluded been adjourned or postponed). Notices of the Court
Meeting and the General Meeting are set out in Parts 12 and 13,
respectively, of the Scheme Document.
It is
important that, for the Court Meeting in particular, as many votes
as possible are cast (whether in person or by proxy) in order for
the Court to be satisfied that there is a fair and reasonable
representation of Scheme Shareholders' opinion. Shareholders are
therefore strongly urged to complete, sign and return their Forms
of Proxy or to appoint a proxy electronically either through the
share portal service or through CREST as soon as possible and, in
any event, by no later than 10.00 a.m. on 30 April 2024 in respect
of the Court Meeting and 10.15 a.m. on 30 April 2024 in
respect of the General Meeting in accordance with the instructions
set out in the Scheme Document and the Forms of Proxy. Instructions
in relation to voting and the completion of the Forms of Proxy are
included in the Scheme Document.
Expected
timetable of principal events
An expected timetable of principal events for
the Scheme is set out in the Scheme Document and is also reproduced
in the appendix to this announcement. Subject to the requisite
approval of Scheme Shareholders at the Court Meeting and of UKCM
Shareholders at the General Meeting, the satisfaction or waiver (if
capable of waiver) of the other Conditions set out in the Scheme
Document and the sanction of the Scheme by the Court at the
Sanction Hearing, the Scheme is currently expected to become
Effective on or around 16 May 2024.
If the expected dates of the events following
the Court Meeting and General Meeting (including (without
limitation) the date of the Sanction Hearing) change, then UKCM
will give adequate notice of such changes in an announcement
released through a Regulatory Information Service.
It is intended that applications will be made
to the London Stock Exchange to cancel trading in UKCM Shares on
the Main Market, and to the Financial Conduct Authority to cancel
the listing of the UKCM Shares on the Official List, in each case
with effect from or shortly following the Effective Date. The last
day of dealings in UKCM Shares on the Main Market for listed
securities of the London Stock Exchange is expected to be the
Business Day immediately prior to the Effective Date and no
transfers shall be registered after 5.00 p.m. on that
date.
Recommendation
The UKCM Recommending Directors, who have been
so advised by Rothschild & Co as to the financial terms of the
Combination, consider the terms of the Combination to be fair and
reasonable. In providing its advice to the UKCM Directors,
Rothschild & Co has taken into account the commercial
assessments of the UKCM Directors. Rothschild & Co is providing
independent financial advice to the UKCM Directors for the purposes
of Rule 3 of the Code.
Accordingly, taking into account the factors
set out in paragraph 4 of Part 1 of the Scheme Document, the UKCM
Recommending Directors recommend unanimously that all Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and
that all UKCM Shareholders vote in favour of the Resolution at the
General Meeting, as the UKCM Recommending Directors have
irrevocably undertaken to do in respect of their own beneficial
holdings of UKCM Shares.
Peter Pereira Gray, the Chairman of
the UKCM board, is not recommending the Combination or the Scheme
to UKCM Shareholders. His dissenting opinion on the Combination is
set out in paragraph 5 of Part 1 of the Scheme Document.
Shareholders should read carefully the whole of
the Scheme Document (including any documents incorporated into the
Scheme Document by reference), together with the accompanying Forms
of Proxy and the Combined Circular and Prospectus, before deciding
whether or not to vote, or procure a vote, in favour of the Scheme
at the Court Meeting and the Resolution at the General Meeting.
Each of these documents contains important information relating to
the Combination and, in respect of the Combined Circular and
Prospectus, important information relating to the New BBOX Shares.
Any vote or decision in respect of, or other response to, the
Combination or the Scheme (as applicable) should only be made on
the basis of the information contained in the Scheme Document and
the Combined Circular and Prospectus.
Helpline
If you have any questions about this
announcement, the Scheme Document, the Court Meeting or the General
Meeting, or are in any doubt as to how to complete and return the
Forms of Proxy, please contact UKCM's registrar, Computershare, c/o
13 Castle Street, St Helier, Jersey JE1 1ES or call on +44(0)370
707 4040, between 8.30 a.m. and 5.30 p.m. Monday to Friday
(excluding public holidays in England and Wales). All calls to the
helpline may be recorded and monitored for security and training
purposes. Please note that, for legal reasons, the helpline cannot
provide advice on the merits of the Combination or give any legal,
tax or financial advice.
All references to time shown in this
announcement (including the appendix) are references to London (UK)
time.
Enquiries:
UKCM
|
+44 (0) 20
7280 5569
|
Margaret
Littlejohns, Senior Independent Director
|
|
Rothschild & Co (Lead
Financial Adviser and Sole Rule 3 adviser to
UKCM)
|
+44 (0) 20
7280 5000
|
Alex Midgen
Sam Green
Jake
Shackleford
|
|
Deutsche Numis
(Joint Financial Adviser and Corporate Broker to
UKCM)
|
+44 (0) 20
7260 1000
|
Hugh
Jonathan
George Shiel
|
|
FTI Consulting (UKCM Media
Enquiries)
|
+44 (0) 20
3727 1000
|
Richard Sunderland
Andrew Davis
Emily
Smart
|
|
APPENDIX
Expected timetable of principal
events
Event
|
Time and/or date
|
Publication of the Scheme Document and expected
publication of the Combined Circular and Prospectus
|
9 April
2024
|
Latest time and date for receipt of the BLUE
Form of Proxy or a CREST Proxy Instruction in respect of the Court
Meeting
|
10.00
a.m. on 30 April
2024(1)
|
Latest time and date for receipt of the PINK
Form of Proxy or a CREST Proxy Instruction in respect of the
General Meeting
|
10.15
a.m. on 30 April
2024(2)
|
Voting Record Time for the Court Meeting and the
General Meeting
|
6.00 p.m.
on 30 April
2024(3)
|
BBOX General Meeting
|
10.30 a.m. on 1 May
2024(4)
|
Court
Meeting
|
10.00 a.m. on
2 May 2024
|
General
Meeting
|
10.15 a.m. on
2 May 2024(5)
|
The following dates and times are
indicative only and are subject to
change(6)
|
Last day of dealings in, and for registration
of transfers of, and disablement in CREST of, UKCM
Shares
|
15 May
2024(7)
|
Scheme Record Time
|
6.00 p.m. on
15 May 2024
|
Suspension of listing of UKCM Shares on the
premium listing segment of the Official List and from trading on
the Main Market
|
7.30 a.m. on
16 May 2024
|
Court hearing to sanction the Scheme
|
16
May 2024(8)
|
Effective Date
of the Scheme(8)
|
16 May 2024
|
Cancellation of listing of, and trading in, the
UKCM Shares
|
by no later than 8.00
a.m. on 17 May
2024
|
New BBOX Shares issued to Scheme
Shareholders
|
by 8.00 a.m.
on 17 May 2024
|
Admission and commencement of dealings in New
BBOX Shares
|
at or shortly after
8.00 a.m. on 17 May
2024
|
CREST accounts of Scheme Shareholders credited
with New BBOX Shares
|
at or shortly
after 8.00 a.m. on 17 May
2024 but no later than 30
May 2024
|
CREST accounts of Scheme Shareholders credited
with cash due in relation to the sale of fractional
entitlements
|
within 14 calendar
days of the Effective Date
|
Despatch of (a) share certificates for New BBOX
Shares (in respect of Scheme Shares held in certificated form) and
(b) cheques due in relation to the sale of fractional
entitlements
|
within 14 calendar
days of the Effective Date
|
Long Stop Date
|
21
September 2024(9)
|
The Court
Meeting and the General Meeting will each be held at Eventspace,
Salisbury House, 114 London Wall, London EC2M
5QD.
|
Notes:
|
1.
It is requested that BLUE Forms of Proxy or CREST
Proxy Instructions in respect of the Court Meeting be lodged at
least 48 hours prior to the time appointed for the Court Meeting
or, in the case of any adjournment or postponement, not later than
48 hours before the time fixed for the holding of the adjourned or
postponed Court Meeting (in each case excluding any part of a day
that is not a Business Day). Blue Forms of Proxy that are not so
lodged may be handed to the Chairman of the Court Meeting or a
representative of the Company's registrar, Computershare, at the
Court Meeting venue before the start of the Court
Meeting.
|
2.
PINK Forms of Proxy or CREST Proxy Instructions in
respect of the General Meeting must be lodged at least 48 hours
prior to the time appointed for the General Meeting or, in the case
of any adjournment or postponement, not later than 48 hours before
the time fixed for the holding of the adjourned or postponed
General Meeting (in each case excluding any part of a day that is
not a Business Day). Pink Forms of Proxy that are not so lodged may
NOT be handed to the Chairman of the General Meeting or a
representative of the Company's registrar, Computershare, before
the start of or at the General Meeting.
3.
If either the Court Meeting or the General Meeting
is adjourned or postponed, the Voting Record Time for the relevant
adjourned or postponed Meeting will be 6.00 p.m. on the day which
is two Business Days before the date set for such adjourned or
postponed Meeting and only Scheme Shareholders (in the case of the
Court Meeting) and UKCM Shareholders (in the case of the General
Meeting) on the register of members at such time shall be entitled
to attend and vote at the relevant Meeting(s).
|
4. Or as
soon thereafter as the BBOX annual general meeting taking place on
the same day shall have been concluded or been adjourned or
postponed.
5.
Or as soon thereafter as the Court Meeting shall
have been concluded or been adjourned or postponed.
|
6.
These dates and times are indicative only, may be
subject to change (including as a result of changes to the Court
timetable and, in particular, if an earlier date becomes available
for the Court hearing to sanction the Scheme) and will depend,
amongst other matters, on the date upon which: (i) the Conditions
are satisfied or (where applicable) waived; and (ii) the Court
sanctions the Scheme. UKCM will give notice of any change(s) to
this indicative timetable by issuing an announcement through a
Regulatory Information Service and, if required by the Panel,
posting notice(s) of the change(s) to UKCM Shareholders and persons
with information rights. All Scheme Shareholders have the right to
attend the Sanction Hearing.
|
7. UKCM
Shares will be disabled in CREST from 6.00 p.m. on such
date.
8. A copy of
the Court Order which sanctions the Scheme must be filed with the
Guernsey Registry as promptly as is practicable and in any event
within seven days after the date on which it is made. The Scheme
will become Effective on the date prescribed in the Court
Order.
9. This is
the latest date by which the Scheme may become Effective unless
UKCM and BBOX agree a later date (with the consent of the Panel
and, if required, the permission of the Court).
|
Important
notices
You should
read this announcement and the Scheme Document and if you are in
any doubt as to the action you should take, consult an independent
financial adviser. In making an investment decision you must rely
on your own examination of the terms of the Scheme, and the
Combination, including the merits and risks involved. If you have
any questions about the Scheme Document, the Court Meeting or the
General Meeting or are in any doubt as to how to complete the Forms
of Proxy, please contact Computershare on the number set out
above.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively as lead financial adviser and sole Rule 3
adviser to UKCM and for no one else in connection with the
Combination and the matters described in this announcement and will
not be responsible to anyone other than UKCM for providing the
protections afforded to clients of Rothschild & Co or for
providing advice in connection with the Combination or any matter
described in this announcement. Neither Rothschild & Co nor any
of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, in contract,
in tort, under statute or otherwise) to any person who is not a
client of Rothschild & Co in connection with this announcement,
any statement contained herein, the Combination or
otherwise.
Numis Securities Limited (trading for these purposes as
Deutsche Numis) ("Deutsche
Numis"), which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for UKCM and for no one else
in connection with the Combination and the matters described in
this announcement and will not be responsible to anyone other than
UKCM for providing the protections afforded to its clients or for
providing advice in connection with the Combination or the matters
described in this announcement. Neither Deutsche Numis nor any of
its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, in contract,
in tort, under statute or otherwise) to any person who is not a
client of Deutsche Numis in connection with this announcement, any
statement or other matter or arrangement referred to herein, the
Combination or otherwise.
This announcement does not constitute an offer or an
invitation to purchase or subscribe for any securities, or a
solicitation of an offer to buy any securities, pursuant to this
announcement or otherwise in any jurisdiction in which such offer
or solicitation is unlawful.
This
announcement does not comprise a prospectus or a prospectus
equivalent document.
The contents
of this announcement do not amount to, and should not be construed
as, legal, tax, business or financial advice. If you are in any
doubt about the contents of this announcement, you should consult
your own legal adviser, tax adviser or financial adviser for legal,
tax, business or financial advice.
The
statements contained in this announcement are made as at the date
of this announcement, unless some other date is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date.
Overseas jurisdictions
The release,
publication or distribution of this announcement, the Scheme
Document and any formal documentation relating to the Combination
in, into or from jurisdictions other than the United Kingdom or
Guernsey may be restricted by law and/or regulation and therefore
any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or Guernsey should inform themselves about
and observe any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the
United Kingdom or Guernsey to vote their UKCM Shares with respect
to the Scheme at the Court Meeting or the Resolution at the General
Meeting, or to execute and deliver Forms of Proxy appointing
another person to vote at the Court Meeting or the General Meeting
on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law the companies and persons involved in
the Combination disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless
otherwise determined by BBOX or required by the Code, and permitted
by applicable law and regulation, the New BBOX Shares to be issued
pursuant to the Combination to Scheme Shareholders will not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Combination by
any such use, means, instrumentality or form from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement and any formal
documentation relating to the Combination are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or
any other jurisdiction where to do so would constitute a violation
of the laws of that jurisdiction, and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send such documents in,
into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Combination.
If the Combination is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including,
but not limited to, facsimile, e-mail or other electronic
transmission or telephone) of interstate or foreign commerce of, or
of any facility of a national, state or other securities exchange
of, any Restricted Jurisdiction and the Takeover Offer may not be
capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted
Jurisdiction.
The
availability of New BBOX Shares pursuant to the Combination to UKCM
Shareholders who are not resident in the United Kingdom or Guernsey
or the ability of those persons to hold such shares may be affected
by the laws or regulatory requirements of the relevant
jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom or Guernsey should inform themselves
of, and observe, any applicable legal or regulatory requirements.
UKCM Shareholders who are in doubt about such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
This
announcement has been prepared for the purpose of complying with
English law, Guernsey law and the Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom or
Guernsey.
Further
details in relation to Overseas Shareholders are contained in
paragraph 14 of Part 2 of the Scheme Document. All UKCM
Shareholders or other persons (including nominees, trustees and
custodians) who would otherwise intend to or may have a contractual
or legal obligation to forward the Scheme Document and the
accompanying Forms of Proxy to a jurisdiction outside the United
Kingdom and Guernsey should refrain from doing so and seek
appropriate professional advice before taking any
action.
US
investors
UKCM
Shareholders in the United States should note that the Combination
relates to the shares of a Guernsey company with a listing on the
London Stock Exchange and is proposed to be implemented pursuant to
a scheme of arrangement provided for under Guernsey company law. A
transaction effected by means of a scheme of arrangement is not
subject to the proxy solicitation or the tender offer rules under
the US Exchange Act. Accordingly, the Combination is subject to the
procedural and disclosure requirements, rules and practices
applicable in the United Kingdom or Guernsey involving a target
company incorporated in Guernsey and listed on the London Stock
Exchange, which differ from the requirements of US proxy
solicitation or tender offer rules. Financial information included
in the Scheme Document has been or will be prepared in accordance
with UK IFRS or EU IFRS and thus may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States. Generally accepted accounting
principles in the United States differ in certain significant
respects from UK IFRS and EU IFRS.
If, in the
future, BBOX elects, with the consent of the Panel, to implement
the Combination by means of a Takeover Offer and determines to
extend such Takeover Offer into the United States, such Takeover
Offer will be made in compliance with all applicable laws and
regulations, including, without limitation, to the extent
applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder, and subject, in the case of participation by UKCM
Shareholders resident in the United States, to the availability of
an exemption (if any) from the registration requirements of the US
Securities Act and of the securities laws of any state or other
jurisdiction of the United States. Such Takeover Offer would be
made by BBOX (or its affiliate) and no one else. In addition to any
such Takeover Offer, BBOX, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in UKCM outside such
Takeover Offer during the period in which such Takeover Offer would
remain open for acceptance. If such purchases or arrangements to
purchase were to be made, they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act. Any information about such purchases will be
disclosed as required in the United Kingdom and Guernsey, will be
reported to a Regulatory Information Service of the FCA and will be
available on the London Stock Exchange website:
www.londonstockexchange.com/.
The New BBOX
Shares have not been and will not be registered under the US
Securities Act or under the securities laws of any state or other
jurisdiction of the United States. Accordingly, the New BBOX Shares
may not be offered, sold, resold, delivered, distributed or
otherwise transferred, directly or indirectly, in or into or from
the United States absent registration under the US Securities Act
or an exemption therefrom and in compliance with the securities
laws of any state or other jurisdiction of the United States. The
New BBOX Shares are expected to be issued in reliance upon the
exemption from the registration requirements of the US Securities
Act provided by section 3(a)(10) thereof.
For the
purposes of qualifying for the exemption from the registration
requirements of the US Securities Act afforded by Section 3(a)(10)
thereof, UKCM will advise the Court that the Court's sanctioning of
the Scheme will be relied on by BBOX as an approval of the Scheme
following a hearing on the fairness of the terms and conditions of
the Scheme to UKCM Shareholders, at which hearing all such
shareholders are entitled to attend in person or through counsel to
support or oppose the sanctioning of the Scheme and with respect to
which notification has been given to all such
shareholders.
None of the
securities referred to in this announcement or the Scheme Document
have been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
fairness or merits of such securities or the Combination or upon
the adequacy or accuracy of the information contained in this
announcement or the Scheme Document. Any representation to the
contrary is a criminal offence in the United
States.
It may be
difficult for US holders of UKCM Shares to enforce their rights and
claims arising out of the US federal securities laws, since BBOX
and UKCM are organised in countries other than the United States,
and some or all of their officers and directors may be residents
of, and some or all of their assets may be located in,
jurisdictions other than the United States. US holders of UKCM
Shares may have difficulty effecting service of process within the
United States upon those persons or recovering against judgments of
US courts, including judgments based upon the civil liability
provisions of the US federal securities laws. US holders of UKCM
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's
judgment.
The receipt
of New BBOX Shares pursuant to the Combination by a US UKCM
Shareholder may be a taxable transaction for US federal income tax
purposes, and may also be a taxable transaction under applicable
state and local tax laws, as well as foreign and other tax laws.
Each UKCM Shareholder is urged to consult its independent
professional adviser immediately regarding the tax consequences of
the Combination.
Further
details in relation to US holders are contained in the Scheme
Document.
Forward-looking
statements
This
announcement, the Scheme Document (including information
incorporated by reference into the Scheme Document), oral
statements regarding the Combination and other information
published by BBOX and UKCM contain certain forward-looking
statements with respect to the financial condition, strategies,
objectives, results of operations and businesses of BBOX and UKCM
and their respective groups and certain plans and objectives with
respect to the Combined Group. These forward-looking statements can
be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
BBOX and UKCM about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. The forward-looking statements
contained in this announcement and the formal documentation in
respect of the Combination include statements relating to the
expected effects of the Combination on BBOX and UKCM, the expected
timing and scope of the Combination and other statements other than
historical facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by
BBOX and/or UKCM in light of their experience and their perception
of historical trends, current conditions, future developments and
other factors they believe appropriate. By their nature,
forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that are expected
to occur in the future and the factors described in the context of
such forward-looking statements in this announcement or the Scheme
Document could cause actual results and developments to differ
materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and readers are therefore cautioned not
to place undue reliance on these forward-looking
statements.
There are
several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking
statements. Among the factors that could cause actual results to
differ materially from those described in the forward-looking
statements are changes in global, political, economic, business
and/or competitive conditions, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
Each
forward-looking statement in this announcement speaks only as at
the date of this announcement. Neither BBOX nor UKCM, nor their
respective groups, assumes any obligation to update or correct the
information contained in this announcement (whether as a result of
new information, future events or otherwise), except as required by
applicable law or by the rules of any competent regulatory
authority.
Dealing disclosure requirements of the
Code
Under Rule
8.3(a) of the Code, any person who is interested in one per cent.
or more of any class of relevant securities of an offeree company
or of any securities exchange offeror (being any offeror other than
an offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified.
An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10th Business Day (as defined in the
Code) following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day (as defined in the Code) following the announcement in
which any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule
8.3(b) of the Code, any person who is, or becomes, interested in
one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 p.m. (London time) on the
Business Day (as defined in the Code) following the date of the
relevant dealing. If two or more persons act together pursuant to
an agreement or understanding, whether formal or informal, to
acquire or control an interest in relevant securities of an offeree
company or a securities exchange offeror, they will be deemed to be
a single person for the purpose of Rule 8.3.
Opening
Position Disclosures must also be made by the offeree company and
by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in
concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of
the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures
must be made can be found in the Disclosure Table on the Panel's
website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of
this announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on BBOX's website at
www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/
and on UKCM's website at www.ukcpreit.com/en-gb/merger by no later
than 12 noon (London time) on the Business Day following the
publication of this announcement.
Save as
expressly referred to in the Scheme Document, neither the contents
of these websites nor the content of any other website accessible
from hyperlinks on such websites is incorporated into, or forms
part of, this announcement and/or the Scheme
Document.
Availability of hard
copies
In accordance
with Rule 30.3 of the Code, UKCM Shareholders and persons with
information rights may request a copy of this announcement and/or
the Scheme Document (and any accompanying documents and any
information incorporated into it by reference to another source) in
hard copy form free of charge. Such persons may also request that
all future documents, announcements and information to be sent to
them in relation to the Combination should be in hard copy form.
For persons who have received a copy of the Scheme Document in
electronic form or via a website notification, a hard copy of the
Scheme Document will not be sent to you unless you have previously
notified UKCM's registrar, Computershare, that you wish to receive
all documents in hard copy form or unless requested in accordance
with the procedure set out below.
If you would
like to request a hard copy of this announcement or the Scheme
Document (or any information incorporated into it by reference to
another source) please contact UKCM's registrar, Computershare, c/o
13 Castle Street, St Helier, Jersey JE1 1ES, or by calling 0370 707
4040 or from overseas +44(0)370 707 4040. Calls are charged at the
standard geographical rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Lines are open between 8.30 a.m. and 5.30 p.m. (London time),
Monday to Friday (excluding public holidays in England and Wales).
Please note that Computershare cannot provide any financial, legal
or tax advice. Calls may be recorded and monitored for security and
training purposes.
Scheme process
In accordance
with Section 5 of Appendix 7 of the Code, UKCM will announce
through a Regulatory Information Service key events in the Scheme
process including the outcomes of the Meetings and the Sanction
Hearing.
Unless
otherwise consented to by the Court (if required) and the Panel,
any modification or revision to the Scheme will be made no later
than the date which is 14 days prior to the Meetings (or any later
date to which such Meetings are adjourned or
postponed).