Take a deep breath!
PUBLICATION OF PROSPECTUS AND CIRCULAR
The Board of Directors (the "Board") of Tritax Big Box REIT plc (ticker: BBOX) announces the publication of a prospectus today (the "Prospectus") in relation to: an issue of up to 145,631,068 new Ordinary Shares through a Placing, Open Offer and Offer for Subscription at a price of £1.03 per Ordinary Share (the "Issue Price") to raise up to £150 million (the "Issue"); the proposed future issue of up to 350 million new Ordinary Shares through the Share Issuance Programme; and the proposed admission of the Company's issued and to be issued ordinary share capital to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (together "Admission"). The new Ordinary Shares will also initially be admitted to the Official List of the Channel Islands Securities Exchange Authority Limited ("CISEA").
The Company has successfully invested the proceeds of its initial £200 million fundraise and its subsequent £20.8 million placing in a portfolio of six Big Box assets let to Institutional-Grade Tenants, in line with the Company's investment policy. The Board and the Manager believe that there is a strong pipeline of suitable new investment opportunities and the Company is in detailed discussions in relation to the potential acquisition of a number of additional Big Box assets.
The Board believes that the Issue and the Share Issuance Programme have the following principal benefits for Shareholders:
· the net proceeds of the Issue and Share Issuance Programme will be used to invest further in UK Big Box assets, diversifying the Company's Portfolio, providing strategic flexibility and capitalising on the Company's leading position in the UK Big Box market;
· the Issue and the Share Issuance Programme will allow the Company to tailor future equity issuance to its immediate pipeline, providing flexibility and minimising cash drag;
· the Open Offer provides Qualifying Shareholders with the ability to acquire Ordinary Shares at a discount to the mid-market price per Ordinary Share as at 7 July 2014 and without incurring stamp duty or dealing costs;
· the Issue is expected to be Net Asset Value accretive for Existing Shareholders (net of fees and expenses associated with the Issue);
· an increase in the size of the Company should enhance the marketability of the Company and result 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 issued share capital.
The Directors are confident that sufficient suitable assets will be identified, assessed and acquired, to substantially invest or commit the net proceeds from the Issue within a three to four month period following Admission.
Issue Highlights
· Placing, Open Offer and Offer for Subscription at a price of 103 pence per Ordinary Share to raise Gross Proceeds of up to £150 million (up to £147 million net of fees and expenses associated with the Issue being 2 per cent. of Gross Proceeds).
· Up to 97,768,888 Ordinary Shares will be made available to Qualifying Shareholders at the Issue Price pro rata to their holdings of Existing Shares, on the terms and subject to the conditions of the Open Offer, on the basis of 4 new Ordinary Shares for every 9 Existing Shares held and registered in the name of each Qualifying Shareholder on the Record Date.
· Qualifying Shareholders who take up all of their Open Offer Entitlements may also apply under the Excess Application Facility for additional Ordinary Shares in excess of their Open Offer Entitlement. Applications under the Excess Application Facility will be allocated, in the event of over-subscription, pro rata to Qualifying Shareholders' applications under the Excess Application Facility.
· In addition, a minimum of 47,862,180 Ordinary Shares have been reserved for the Offer for Subscription and the Placing. This will grow to the extent that Qualifying Shareholders do not take up their entitlements under the Open Offer (or apply through the Excess Application Facility).
· The Issue Price reflects a 1.8 per cent. discount to the closing mid-market price of 104.88 pence per Ordinary Share on 7 July 2014.
Net Asset Value Update
The Company has today published an audited Net Asset Value per Ordinary Share as at 31 May 2014 of 104.5 pence. The Company has also today published an unaudited Net Asset Value per Ordinary Share as at 30 June 2014 of 101.85 pence, prior to adjusting for the first interim dividend declared today by the Company of 1.85 pence per Ordinary Share. The reduction in Net Asset Value per Ordinary Share between 31 May 2014 and 30 June 2014 relates to the acquisition costs incurred on the acquisition of Next Big Box and Morrisons Big Box in June 2014.
Dividends
The Company's stated intention is to pay dividends on a half-yearly basis. The first interim dividend of 1.85 pence per Ordinary Share was declared today in relation to the period from the IPO to 30 June 2014 with a record date of 18 July 2014. After careful consideration, the Directors have decided not to offer a scrip alternative in connection with the first interim dividend, which will be payable on or around 8 August 2014. For the avoidance of doubt, Ordinary Shares subscribed pursuant to the Issue will not rank for the first interim dividend.
The Board is targeting an initial annual dividend yield (on a fully invested and geared basis) of 6 per cent. by reference to the IPO issue price of 100 pence1. The Company will seek to grow the dividend over the medium term as rent reviews are triggered on the Portfolio. Over a five year period, the Directors expect that the dividend will grow at a rate reflecting CPI/RPI due to the upward only rent reviews typically contained in the leases of existing and target assets.
The Company is currently targeting a dividend of at least 2.3 pence per Ordinary Share for the six months ending 31 December 20141. In arriving at this figure, the Directors have assumed that the Issue is fully subscribed and the net proceeds are invested on a straight line basis over a four month period following Admission, with suitable assets being acquired with similar return and gearing parameters as for the existing Portfolio.
Admission to the Official List
As stated at the time of the Company's IPO, the Directors' objective has been to move the Company to the Official List of the FCA as soon as practicable, inter alia, once it had met the applicable listing criteria. The Company is, therefore, seeking to move the trading of its entire issued and to be issued share capital from the Specialist Fund Market and the Official List of the CISEA to the Main Market of the London Stock Exchange and to list on the Official List of the FCA. The Directors believe that such a move is in the best interests of the Company and Shareholders as a whole.
A key benefit of the move to the Official List is that the Company will become eligible for inclusion in both the FTSE EPRA/NAREIT index series and the FTSE UK index series which is expected to make the Company's shares more attractive to a broader range of institutional investors.
The Company has provided notice to Shareholders of the intended cancellation of its listing on the Official List of the CISEA in accordance with Rule 3.5.9 of the CISEA Listing Rules. The CISEA De-Listing is conditional upon Admission.
Alternative Investment Fund Manager ("AIFM")
The Company's manager, Tritax Management LLP (the "Manager"), became authorised by the FCA as an Alternative Investment Fund Manager on 1 July 2014.
Circular
The Company has also posted the Circular to Shareholders, today (the "Circular"), convening the General Meeting at which the Directors are seeking authority to, inter alia: (i) issue and allot Ordinary Shares in respect of the Issue; and (ii) issue and allot Ordinary Shares in respect of the Share Issuance Programme.