NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED
STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.
FOR
IMMEDIATE RELEASE
1 May
2024
TRITAX BIG BOX REIT
PLC ("BBOX" or the
"Company")
Result of General
Meeting
Further to the announcement by the
Company on 9 April 2024 in relation to the publication of
a combined class 1 circular and prospectus (the "Combined Circular and Prospectus"),
including the Notice of General Meeting, BBOX announces that, at
the BBOX General Meeting held earlier today, the ordinary
resolution seeking approval for the proposed acquisition of the
entire issued and to be issued share capital of UK Commercial
Property REIT Limited ("UKCM") by the Company (the
"Combination") was put to
the Company's shareholders and was duly passed on a poll
vote.
Voting results of the BBOX General
Meeting
The table below sets out
the results of the poll at the BBOX General Meeting. As
at 6.00 p.m. on 29 April 2024, being the record time
and date for eligibility to vote at the BBOX General Meeting, BBOX
had 1,903,738,325 Ordinary Shares in issue, none of which were held
in treasury, each carrying one vote and therefore the total number
of voting rights in respect of the BBOX General Meeting was
1,903,738,325.
Resolutions
|
Total votes in favour
|
Total votes against
|
Total votes validly cast
|
Votes withheld
|
Votes
|
% of votes cast*
|
Votes
|
% of votes cast*
|
Votes**
|
Votes
|
1. To
approve the Combination as a "Class 1 transaction" for the purposes
of the Listing Rules and to authorise the BBOX Directors to take
all steps and enter all agreements and arrangements as they
consider necessary or appropriate to implement the Combination; and
to authorise the BBOX Directors to allot new Ordinary Shares up to
an aggregate nominal value of £5,769,391.35 in connection with the
Combination.
|
1,374,534,659
|
96.65
|
47,610,993
|
3.35
|
1,422,145,652
|
7,348,728
|
* Rounded to two decimal
places.
** Votes 'For' and 'Against' are
expressed as a percentage of the total votes received.
Votes 'Withheld' are not a vote in
law and have not been counted in the calculation of the votes 'For'
and votes 'Against' the Resolution or the total number of votes
validly cast.
The full text of the Resolution is
set out in the Notice of General Meeting contained in Part 12 of
the Combined Circular and Prospectus which is available for
inspection on the Company's website
https://www.tritaxbigbox.co.uk/investors/shareholder-information/all-share-offer-for-ukcm.
Subject to the requisite approval of
Scheme Shareholders at the UKCM Court Meeting and of the UKCM
Shareholders at the UKCM General Meeting, which are expected to be
held on 2 May 2024, the satisfaction or, if applicable, the
waiver of the other Conditions set out in the Scheme Document and
the sanction of the Scheme by the Guernsey Court at the Sanction Hearing,
the Scheme is currently expected to become Effective on or
around 16 May 2024. An expected timetable of principal events
for the Scheme is set out in the Scheme Document and the Combined
Circular and Prospectus.
It is expected that admission and
commencement of dealings in the New BBOX Shares will commence at or
shortly after 8.00 a.m. on 17 May 2024.
In accordance with Listing Rule
9.6.2R and 9.6.3R, the full text of the Resolution passed at the
BBOX General Meeting will be submitted to the National Storage
Mechanism and will be available in due course at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
References to times in this
announcement are to London (UK) time. Capitalised terms used in
this announcement have the meanings given to them in the Combined
Circular and Prospectus.
Enquiries:
BBOX
|
|
Colin Godfrey, CEO
|
+44 (0) 20
8051 5060
|
Frankie Whitehead, Chief Financial
Officer
|
|
Ian Brown, Head of Corporate
Strategy & Investor Relations
|
|
Jefferies (Joint Lead Financial Adviser and Corporate
Broker)
|
+44 (0) 20
7029 8000
|
Philip Noblet
Rishi Bhuchar
Paul Bundred
Stuart Klein
Andrew Morris
James Umbers
|
|
J.P. Morgan Cazenove (Joint Lead Financial
Adviser and Corporate Broker)
Massimo Saletti
James A. Kelly
Paul Pulze
Jonty Edwards
|
+44 (0)
203 493 8000
|
Akur (Financial Adviser)
|
+44 (0) 20
7493 3631
|
Anthony Richardson
Siobhan Sergeant
|
|
Kekst CNC (Media Enquiries)
|
|
Richard Campbell
Guy Bates
|
+44 (0)
7775 784 933
+44 (0)
7581 056 415
|
Important
Notice
Jefferies International
Limited ("Jefferies")
and Akur Limited ("Akur") which are each authorised and
regulated by the FCA in the United Kingdom, are
acting exclusively for BBOX and no one else in connection with the
matters set out in this Announcement and will not be responsible to
anyone other than BBOX for providing the protections afforded to
clients of Jefferies or Akur nor for providing advice in relation
to any matter referred to in this Announcement. Neither Jefferies
nor Akur nor any of their affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Jefferies or Akur in connection with
this Announcement, any statement contained herein or
otherwise.
J.P. Morgan Securities plc, which
conducts its UK investment banking business as J.P.
Morgan Cazenove ("J.P. Morgan
Cazenove"), and which is authorised in the United
Kingdom by the Prudential Regulation Authority (the
"PRA") and regulated by the
PRA and the FCA, is acting as financial adviser exclusively
for BBOX and no one else in connection with the Combination and
will not regard any other person as its client in relation to the
Combination and will not be responsible to anyone other than BBOX
for providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, nor for providing advice in relation to
the Combination or any other matter or arrangement referred to in
this Announcement.
This Announcement is for information
purposes only and is not intended to and does not constitute or
form part of an offer, invitation or the solicitation of an offer
or invitation to purchase, or otherwise acquire, subscribe for,
sell or otherwise dispose of any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Combination or otherwise nor shall there be any purchase, sale,
issuance, exchange or transfer of securities of BBOX
or UKCM or such
solicitation pursuant to the
Combination in any jurisdiction in which such offer, invitation,
solicitation, purchase, sale, issuance, exchange or transfer is
unlawful. The Combination will be implemented solely pursuant to
the terms of the Scheme Document (or, in the event that the
Combination is to be implemented by means of a Takeover Offer, the
relevant offer document), which together with the forms of proxy
accompanying the Scheme Document (or form of acceptance, if
applicable), will contain the full terms and conditions of the
Combination, including details of how to vote in respect of the
Combination. Any decision in respect of, or other response to, the
Combination should be made on the basis of the information
contained in the Scheme Document and the Combined Circular and
Prospectus.
The statements contained in this Announcement are made as at
the date of this Announcement, unless some other time is specified
in relation to them, and publication 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 in, into or from jurisdictions
other than the United Kingdom 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 should inform themselves about and observe any
applicable legal or regulatory requirements. 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. This Announcement has
been prepared for the purpose of complying with English law and the
Takeover 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 England and Wales.
Unless otherwise determined by BBOX
or required by the Takeover Code, and permitted by applicable law
and regulation, the New BBOX Shares to be issued pursuant to the
Combination to UKCM Shareholders will not be made available,
directly or indirectly, in, into or from any 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 within any 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 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 such
jurisdictions. Doing so may render invalid any related purported
vote in respect of the Combination.
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.
Additional Information for US
Investors
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 this Announcement and the Combined Circular
and Prospectus 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 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.
None of the securities referred to
in this Announcement 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. 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.
Forward looking
statements
This Announcement, the Combined
Circular and Prospectus and 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 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 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
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.
Disclosure requirements of the
Code
Under Rule 8.3(a) of the Takeover
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 Takeover 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 Takeover 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 Takeover
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 Takeover 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.
Requesting Hard Copy
Documents
In accordance with Rule 30.3 of the
Takeover Code, BBOX Shareholders and persons with information
rights may request a hard copy of this Announcement by contacting
BBOX's registrars, Computershare Investor Services PLC, c/o
The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or by
calling Computershare Investor Services PLC on +44 (0)370
702 0147. 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. to 5.30
p.m. (London time), Monday to Friday (except public
holidays in England and Wales). Please note
that Computershare Investor Services PLC cannot provide
any financial, legal or tax advice. Calls may be recorded and
monitored for security and training purposes. For persons who
receive a copy of this Announcement in electronic form or via a
website notification, a hard copy of this Announcement will not be
sent unless so requested. 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.
If you are in any doubt about the
contents of this Announcement or the action you should take, you
are recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or independent financial adviser duly authorised under
the Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, from another
appropriately authorised independent financial adviser.
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 Takeover Code will be available, subject to certain
restrictions relating to persons resident in Restricted
Territories, for inspection on BBOX's website at https://www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/ and
on UKCM's website at https://www.ukcpreit.com/en-gb/merger/access by
no later than 12 noon (London time) on the Business Day
following this Announcement. For the avoidance of doubt, the
contents of the websites referred to in this Announcement are not
incorporated into and do not form part of this
Announcement.
The Combination is subject to the
provisions of the Code.