Placing, Open Offer and Offer for Subscription
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 132 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 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 (as set out in more detail below). 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 £150 million1 (before expenses) via the Issue that will provide the Company with funds to capitalise on these opportunities. The Company plans to deploy the net proceeds of the Issue within three months of Admission.
Issue Highlights
· The Issue, which is not underwritten, comprises the Placing, Open Offer and Offer for Subscription, in aggregate equalling up to 113,636,364 New Shares at the Issue Price of 132 pence per New Share (based on the target size of £150 million).
· The Issue Price represents a discount of 7.1 per cent. to the closing price of 143.6 pence per Existing Ordinary Share as at the close of business on 27 September 2016, net of the second interim dividend of 1.55 pence per Ordinary Share described below and a premium of 4.9 per cent. to the unaudited EPRA Net Asset Value per Existing Ordinary Share (128.91 pence as at 30 June 2016), net of the first interim dividend of 3.1 pence per Ordinary Share paid on 25 August 2016.
· The New Shares will rank pari passu in all respects with the Existing Ordinary Shares, save in respect of the second interim dividend of 1.55 pence per Ordinary Share declared today for the three month period to 30 September 2016.
· Under the Open Offer, up to an aggregate amount of 76,364,364 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, 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 18 October 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 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:
· 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'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 (although the Company has not entered into any definitive agreements with respect to any of them). Among these, the Manager is currently in advanced negotiations in relation to three assets, brief details of which are set out below. Each of these assets is under offer and in exclusivity. All three assets are occupied by high quality tenants none of which are tenants of the Company's existing Portfolio.