PROPOSED PLACING TO FUND ACQUISITION PIPELINE AND ASSET MANAGEMENT INITIATIVES
The Board of Directors (the "Board") of Tritax Big Box REIT plc (ticker: BBOX) today announces a proposed non pre-emptive placing to institutional investors of up to 109,364,308 new ordinary shares in the capital of the Company (the "Placing Shares"), representing up to approximately 8.0 per cent. of the Company's existing issued share capital (the "Placing") at a price of 142.25 pence per Placing Share (the "Placing Price").
The Placing Price represents a discount of approximately 2.9 per cent. to the closing price of 146.5 pence per ordinary share at the close of business on 17 April 2018.
The Placing is being conducted through an accelerated bookbuilding process (the "Bookbuild") which will be launched immediately following this announcement. Jefferies International Limited ("Jefferies") is acting as sole bookrunner in connection with the Placing and as Joint Financial Adviser together with Akur Limited ("Akur").
Highlights of the Placing
· Intention to raise gross proceeds of up to approximately £155.6 million.
· The Manager has access to a pipeline of potential investments which significantly exceeds the targeted geared proceeds from the Placing.
· In particular, the Company is currently in advanced negotiations in relation to two specific target assets which the proceeds of the Placing (together with gearing) are expected to be used to fund. These assets:
o meet the Company's investment criteria and are available for potential acquisition in the near term; and
o are intended to further diversify the Company's existing portfolio by tenant and/or geography.
· The Manager has also identified several specific asset management initiatives within the Company's existing portfolio that require capital investment, including refurbishment work and building extensions.
· The Manager will continue to exercise robust capital discipline to deliver value at the point of acquisition or investment.
· The Placing Shares, when issued, will rank pari passu with the existing ordinary shares including the right to receive all dividends and other distributions declared, made or paid after the date of issue, including the Q1 2018 dividend of 1.675 pence per ordinary share, anticipated to be paid in May 2018.
Background to the Placing
During the financial year ended 31 December 2017, the Company acquired 11 new Big Box investments (including one pre-let forward funded development), with an aggregate purchase price of approximately £435 million, along with 114 acres of prime London distribution development land for a total consideration of £62.5 million (in each case excluding purchaser's costs).
The audited diluted EPRA Net Asset Value per ordinary share as at 31 December 2017 was 142.24 pence (diluted Basic Net Asset Value per ordinary share: 141.44 pence). This represents an increase of 10.3 per cent. as compared to the audited EPRA Net Asset Value per ordinary share as at 31 December 2016 of 129.00 pence and a total return of 15.2 per cent. over the 12-month period.
Since 31 December 2017, the Company has completed the acquisition of a further three Big Box assets, including the two forward funded development assets pre-let to Howdens, in Raunds, which were delayed as a result of a challenge to the planning consent, with an aggregate purchase price of approximately £140 million. The Company also exchanged conditional contracts on one pre-let forward funded development for approximately £82 million. When including these assets, the Company's portfolio (the "Portfolio") increases to a total of 50 assets and the weighted average unexpired lease term across the Portfolio extends to approximately 14.5 years1.
Taking account of one additional investment currently under offer and in exclusivity, the Company is substantially fully invested and geared (including the Group's existing commitments to forward funded development assets and development land). In light of the current acquisition pipeline and identified asset management initiatives, the Company intends to raise equity by way of the Placing to capitalise on these investment opportunities.
Dividend policy
Consistent with its progressive dividend policy, the Company is targeting an aggregate dividend of 6.7 pence per ordinary share for the year ending 31 December 20182, representing an increase of 4.7 per cent. over the dividend of 6.4 pence per ordinary share in 2017, which is in excess of the rate of RPI inflation over the 12-month period to 31 December 2017. Dividends are expected to be fully covered by adjusted earnings from the Group.
Details of the Placing
Under the terms of the Placing, the Company intends to issue up to 109,364,308 Placing Shares pursuant to the authorities granted at the Company's Annual General Meeting held on 17 May 2017 and conditional inter alia, on the Placing Shares being admitted to listing on the premium listing segment of the Official List of the UK Financial Conduct Authority (the "FCA"), and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). The Placing is also conditional upon the placing agreement between the Company, Jefferies and Akur (the "Placing Agreement") becoming unconditional and not being terminated. Further details of the Placing Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this announcement.
The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the "Announcement"). Members of the public are not entitled to participate in the Placing.
Jefferies will today commence a bookbuild process in respect of the Placing at the Placing Price. The Placing will be non pre-emptive and the book will open with immediate effect following this Announcement and is expected to close no later than 3:00 p.m. (London time) on 19 April 2018 but may be closed earlier or later at the absolute discretion of Jefferies and the Company. Details of the number of Placing Shares to be issued pursuant to the Placing will be determined by the Company (following consultation with Jefferies) and will be announced as soon as practicable after the close of the Bookbuild.
If the number of applications for Placing Shares exceeds the maximum number of Placing Shares available under the Placing it may be necessary to scale back applications. In such event, Placing Shares will be allocated at the discretion of Jefferies in consultation with the Company.
Application will be made for the Admission of the Placing Shares. Subject to Admission becoming effective, it is expected that settlement of subscriptions by placees in respect of the Placing Shares and trading in the Placing Shares will commence at 8.00 a.m. on 24 April 2018, or such later time and/or date as may be announced by the Company after the close of the Bookbuild.
By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions in such Announcement, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
Your attention is drawn to the detailed terms and conditions of the Placing set out in the Appendix.
The Directors consider that the proposed use of the proceeds of the Placing is in compliance with the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in 2015.
Notes
1 Excludes development site at Littlebrook, Dartford.
2 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. Investors should not place any reliance on these targets.