TIDMEBOX TIDMBOXE
RNS Number : 6586P
Tritax EuroBox PLC
19 February 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO
SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR A
PROSPECTUS-EQUIVALENT DOCUMENT. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN
OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO
BUY OR SUBSCRIBE FOR, ANY ORDINARY SHARES IN THE COMPANY, IN ANY
JURISDICTION, INCLUDING THE UNITED STATES, NOR SHALL IT, OR ANY
PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR
BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT
DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE A RECOMMATION REGARDING ANY SECURITIES. ANY
INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE
PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH THE
ISSUE.
19 February 2021
TRITAX EUROBOX PLC
(the " Company ")
Proposed Equity Issue
The Board of Directors (the "Directors") of Tritax EuroBox plc
(tickers: EBOX (Sterling) and BOXE (Euro)), which invests in
Continental European logistics real estate assets, today announces
the proposed issue of new ordinary shares ("New Ordinary Shares")
in the Company to raise targeted gross proceeds of approximately
GBP173 million (EUR200 million) (the "Issue") and a proposed
placing programme of further ordinary shares and/or C shares (the
"Placing Programme"), the details of which will be set out in the
prospectus which is expected to be published by the Company later
today (the "Prospectus").
Key Highlights:
-- The Issue will be by way of a placing, open offer, offer for
subscription and intermediaries offer for a target issue of
168,000,309 New Ordinary Shares at an issue price of 103 pence per
New Ordinary Share (the "Issue Price").
-- The Issue Price represents the audited IFRS NAV per Ordinary
Share as at 30 September 2020 of EUR1.19 converted at prevailing
exchange rates.
-- The Issue Price also represents a discount of 2.4% to the
Company's closing share price of 105.5 pence per Ordinary Share on
18 February 2021 (being the last business day prior to this
announcement).
-- Shareholders who qualify for the Open Offer ("Qualifying
Shareholders") will be offered the opportunity to participate in
the Open Offer on the basis of:
1 New Ordinary Share for every 5 Existing Ordinary Shares held
(the "Open Offer Entitlement").
Qualifying Shareholders are also being offered the opportunity
to subscribe for New Ordinary Shares in addition to their Open
Offer Entitlement under an excess application facility, further
details of which will be set out in the Prospectus (the "Excess
Application Facility").
-- The Company's manager, Tritax Management LLP (the "Manager"),
expects to use the net proceeds of the Issue, together with
existing resources and debt, to secure the acquisition of a
near-term investment pipeline of prime big box logistics assets,
comprising:
o Three German assets with a value of EUR317 million sourced
through the Manager's developer/asset manager relationships on an
off-market basis
o Three further assets (two in Italy, one in Germany) with a
value of EUR99 million also sourced through the Manager's
developer/asset manager relationships on an off-market basis
o EUR81 million of development opportunities within the existing
portfolio at an attractive yield on cost
-- The Manager is confident that the proceeds of the Issue can
be deployed into this pipeline within three months of completion of
the Issue.
-- Completion of the Issue at the targeted size is expected to
provide the Company with a path to an Investment Grade credit
rating, resulting in a lower cost of borrowings.
-- The Company has agreed with the Manager to reduce its
management fee by 0.15% on NAV above EUR500 million (such that
management fees will be 1.15% between NAV of EUR500 million and up
to and including EUR2 billion, as opposed to 1.15% between NAV of
EUR1 billion and up to and including EUR2 billion).
-- Placing Programme of up to 300 million further ordinary shares and/or C shares.
-- The Issue and the Placing Programme are conditional upon,
inter alia, the passing of certain shareholder resolutions (the
"Resolutions") to be proposed at a general meeting of the Company
expected to take place on 8 March 2021 (the "General Meeting"),
further details of which are set out in a circular to the Company's
shareholders expected to be posted to shareholders later today (the
"Circular"). Applications will be made for the New Ordinary Shares
to be issued pursuant to the Issue 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
("Initial Admission").
Terms not otherwise defined in this announcement have the
meanings that will be given to them in the Prospectus. This summary
should be read in conjunction with the full text of this
announcement and the Prospectus, when available.
Background to the Issue
The Company listed on the London Stock Exchange in 2018 with the
objective of investing in Continental European logistics real
estate assets diversified by geography and tenant and targeting
well located assets in established distribution hubs, within or
close to densely populated areas.
The Company's investment portfolio now comprises 13 assets,
spread across key logistics locations in six core Continental
European countries. As at 30 September 2020, the portfolio was
independently valued at EUR839.3 million (excluding the recently
acquired asset in Nivelles, Belgium but including the First Lodz
Asset, which the Group has contracted to dispose for EUR65.5
million).
The Company operates in a market underpinned by strong
fundamentals including rising occupier demand for logistics
facilities which is being driven by an unprecedented change in
consumer behaviour created by the rapid growth of e-commerce,
internet shopping and convenience retail. The outbreak of COVID-19
has served to reinforce, magnify and accelerate these trends.
The Manager believes this transformation of the retail landscape
to fully accommodate on-line shopping has some way to go before
reaching an equilibrium. The current rates of market penetration
for on-line sales have considerable scope to grow further over the
coming years, with Continental European rates materially lagging
that of the UK. In addition, the Continental European logistics
market continues to experience a scarcity of high quality stock
caused by a relatively limited speculative development response and
declines in land availability. The combination of these factors has
resulted in low vacancy rates across most European markets and a
shortage of high quality buildings available to rent. Meanwhile
prices in the investment market have risen (and investment yields
have fallen), reflecting in part investor expectations that
logistics assets will generate higher growth than other property
asset classes as well as fierce competition for assets.
The Manager's expectation is that this positive backdrop,
characterised by strengthening demand and relatively constrained
supply, will continue to provide a favourable underpin to the
Continental European logistics sector and the activities of the
Group.
Benefits of the Issue
The Directors believes that the Issue will have the following
benefits for the Company:
-- Allow the Company to acquire its identified near-term pipeline of investment opportunities;
-- Allow the Company to build on the strong market position
already established by further diversifying specific country,
tenant and asset concentration and lowering overall portfolio
risk;
-- The greater diversification and security provided by raising
the targeted amount of new equity and securing a larger portfolio
gives the Company the potential to achieve an Investment Grade
credit rating. This is expected to provide access to a deeper pool
of potential lenders to the Company, resulting in a lower cost of
borrowing;
-- An increase in the size of the Investment Portfolio will also
spread the Group's fixed operating expenses over a larger capital
base, which the Company expects will reduce ongoing expenses per
Share;
-- Increasing the size of the Company should help improve the
liquidity and marketability of the Company's shares and broaden the
investor base over the longer term; and
-- The Company also seeks to exert a positive socio-economic
impact on occupiers and local communities. The increase in scale
will allow for the Company to accelerate its sustainability
strategy and deliver its energy and carbon reduction commitments
and positioning the portfolio for the future.
Details of the Issue
Jefferies International Limited ("Jefferies") and van Lanschot
Kempen Wealth Management N.V. ("Kempen & Co") are acting as
joint global co-ordinators and joint bookrunners to the Company in
connection with the Issue and the Placing Programme.
The Company intends to raise target gross proceeds of
approximately GBP173 million (EUR200 million) through the issue of
168,000,309 New Ordinary Shares at the Issue Price. The actual
number of New Ordinary Shares to be issued pursuant to the Issue is
not known as at the date of this announcement but will be notified
by the Company via a Regulatory Information Service prior to
Initial Admission.
T he Directors have flexibility to increase the number of New
Ordinary Shares to be issued under the Issue if they believe there
is sufficient investor demand for those shares and suitable assets
available for investment in which to deploy the net Issue proceeds.
Any such increase will be announced by the Company through a
Regulatory Information Service.
The Issue Price is 103 pence per Ordinary Share. Participants in
the Placing may elect to subscribe for the New Ordinary Shares in
Sterling at the Issue Price or in Euro at a price per New Ordinary
Share equal to the Issue Price at a GBP/EUR exchange rate to be
notified by the Company via a Regulatory Information Service (the
"Relevant Euro Exchange Rate") on or around 5 March 2021.
Applicants under the Open Offer, the Offer for Subscription and
Intermediaries Offer may subscribe for Ordinary Shares in Sterling
only.
The New Ordinary Shares to be issued under the Issue will rank
pari passu in all respects with the Existing Ordinary Shares and
each other, and will rank in full for all dividends made, paid or
declared in respect of the Ordinary Shares by reference to a record
date after their issue, including the next quarterly dividend
declared by the Company for the quarter ending 31 March 2021 which
is expected to be declared in May 2021. For the avoidance of doubt,
the first interim dividend for the period from 1 October 2020 to 31
December 2020, the record date of which was 19 February 2021, will
not be paid on the New Ordinary Shares.
The Issue, which is not underwritten, comprises the Placing, the
Open Offer, the Offer for Subscription and the Intermediaries
Offer, and is conditional upon inter alia:
-- the Resolutions relating to the Issue having been passed by
the Company's shareholders at the General Meeting;
-- the Placing Agreement having become unconditional in all
respects with respect to the Issue, save for the condition relating
to Initial Admission, and not having been terminated in accordance
with its terms before Initial Admission occurs; and
-- Initial Admission becoming effective by not later than 8.00
a.m. on 10 March 2021 (or such later time and/or date as the Joint
Bookrunners and the Company may agree, not being later than 31
March 2021).
If any of these conditions are not satisfied or, if applicable,
waived, then the Issue will not proceed.
By choosing to participate in the Placing and by making an oral
and legally binding offer to subscribe for Ordinary Shares,
investors will be deemed to have read and understood this
Announcement and the Prospectus in their entirety and to be making
such offer on the terms and subject to the conditions in the
Prospectus, and to be providing the representations, warranties and
acknowledgements contained therein.
New Ordinary Shares are being offered to Qualifying Shareholders
by way of the Open Offer. The Open Offer will provide an
opportunity for Qualifying Shareholders to participate in the Issue
by subscribing for their Open Offer Entitlements, being 1 New
Ordinary Share for every 5 Existing Ordinary Shares held and
registered in their name at a record date as outlined in the
Prospectus.
The Directors are also proposing to offer New Ordinary Shares
under an offer for subscription (the "Offer for Subscription"),
subject to the terms and conditions to be set out in the
Prospectus. The Offer for Subscription is only being made in the
UK, but subject to applicable law, the Company may allot and issue
New Ordinary Shares on a private placement basis to applicants in
other jurisdictions.
Prospective investors may also subscribe for New Ordinary Shares
pursuant to an intermediaries offer (the "Intermediaries Offer").
Only the Intermediaries' retail investor clients in the United
Kingdom, Guernsey, Jersey and the Isle of Man are eligible to
participate in the Intermediaries Offer. Investors may apply to any
one of the Intermediaries to be accepted as their client
The Offer for Subscription and the Intermediaries Offer may be
scaled back in favour of the Placing and the Placing may be scaled
back in favour of the Offer for Subscription and the Intermediaries
Offer in the Directors' discretion (in consultation with Jefferies
and Kempen & Co). The Open Offer is being made on a pre-emptive
basis to Qualifying Shareholders and is not subject to any scaling
back in favour of either the Placing, the Offer for Subscription or
the Intermediaries Offer, save that any New Ordinary Shares that
are available under the Open Offer and are not taken up by
Qualifying Shareholders pursuant to their Open Offer Entitlements
and under the Excess Application Facility may be reallocated to the
Placing and/or the Offer for Subscription and/or the Intermediaries
Offer and made available thereunder. In addition, to the extent
that any New Ordinary Shares available under the Placing or Offer
for Subscription are not fully subscribed, then such New Ordinary
Shares will be available to satisfy applications under the Excess
Application Facility, if required.
Applications will be made to the FCA for the New Ordinary Shares
to be admitted to the premium listing segment of the Official List
and to the London Stock Exchange for the New Ordinary Shares to be
admitted to trading on its main market for listed securities.
Subject to the conditions above being satisfied, it is expected
that Initial Admission will become effective on 10 March 2021 and
that dealings in the New Ordinary Shares will commence at 8.00 a.m.
on the same day.
The Placing Programme is being created to provide the Company
with the flexibility, should it wish, to raise further capital over
the 12 months from the date of publication of the Prospectus which
it may use to either repay debt or deploy into new investment
opportunities in accordance with its investment policy. Any future
issues under the Placing Programme are dependent on the Company's
pipeline of investment opportunities and drawings on the Company's
debt facilities and accordingly there is no certainty that there
will be any future issues of shares under the Placing Programme
before its expiry.
Further details of the Issue and the Placing Programme will be
set out in the Prospectus and the Circular. A copy of the
Prospectus and the Circular, when published, will be submitted to
the National Storage Mechanism and will shortly thereafter be
available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism as well as
on the Company's website at https://www.tritaxeurobox.co.uk. Full
details of the Terms and Conditions of the Issue will be made
available in the Prospectus.
Expected Issue Timetable
Record Date for entitlements under the Open 5.30 p.m. on 17 February
Offer 2021
------------------------------------------------------ -------------------------
Publication of this Prospectus and announcement 19 February 2021
of the Issue
------------------------------------------------------ -------------------------
Ex-entitlement date for the Open Offer 19 February 2021
------------------------------------------------------ -------------------------
Open Offer Application Forms despatched 19 February 2021
to Qualifying Non-CREST Shareholders
------------------------------------------------------ -------------------------
Open Offer Entitlements and Excess Open 22 February 2021
Offer Entitlements credited to stock accounts
in CREST of Qualifying CREST Shareholders
------------------------------------------------------ -------------------------
Recommended latest time for requesting withdrawal 4.30 p.m. on 1 March
of Open Offer Entitlements and Excess Open 2021
Offer Entitlements from CREST (i.e. if your
Open Offer Entitlements and Excess Open
Offer Entitlements are in CREST and you
wish to convert them to certificated form)
------------------------------------------------------ -------------------------
Latest time and date for depositing Open 3.00 p.m. on 2 March
Offer Entitlements and Excess Open Offer 2021
Entitlements into CREST (i.e. if your Open
Offer Entitlements and Excess Open Offer
Entitlements are represented by an Open
Offer Application Form and you wish to convert
them to uncertificated form)
------------------------------------------------------ -------------------------
Latest time and date for splitting of Open 3.00 p.m. on 3 March
Offer Application Forms (to satisfy bona 2021
fide market claims only)
------------------------------------------------------ -------------------------
Latest time and date for receipt of completed 11.00 a.m. on 5 March
Open Offer Application Forms and payment 2021
in full under the Open Offer or settlement
of relevant CREST instructions (as appropriate)
------------------------------------------------------ -------------------------
Latest time and date for receipt of Offer 11.00 a.m. on 5 March
for Subscription Application Forms and payment 2021
in full under the Offer for Subscription
------------------------------------------------------ -------------------------
Latest time and date for receipt of applications 11.00 a.m. on 5 March
from Intermediaries in respect of the Intermediaries 2021
Offer
------------------------------------------------------ -------------------------
Latest time and date for receipt of placing 1.00 p.m. on 5 March
commitments under the Placing 2021
------------------------------------------------------ -------------------------
Announcement of the results of the Issue 8 March 2021
------------------------------------------------------ -------------------------
General Meeting 11.00 a.m. on 8 March
2021
------------------------------------------------------ -------------------------
Announcement of the results of the General 8 March 2021
Meeting
------------------------------------------------------ -------------------------
Admission and commencement of dealings of 8.00 a.m. on 10 March
New Ordinary Shares on the London Stock 2021
Exchange
------------------------------------------------------ -------------------------
CREST stock accounts credited (where applicable) 10 March 2021
------------------------------------------------------ -------------------------
Despatch of definitive share certificates Week commencing 22
(where applicable) March 2021 (or as soon
as possible thereafter)
------------------------------------------------------ -------------------------
The dates and times specified above are subject to change. The
Directors may (with the prior approval of Jefferies and Kempen
& Co) adjust the dates and/or times. In the event that a date
and/or time is changed, the Company will notify persons who have
applied for Ordinary Shares pursuant to the Issue or Ordinary
Shares pursuant to the Placing Programme of changes to the
timetable either by post, by electronic mail or by the publication
of a notice through a Regulatory Information Service. References to
times are to London times unless otherwise stated.
Dealing Codes
The dealing codes for the Ordinary Shares will be as
follows:
ISIN GB00BG382L74
--------------------------------------------- -------------
SEDOL (in respect of Ordinary Shares traded BG382L7
in Sterling)
--------------------------------------------- -------------
Ticker (in respect of Ordinary Shares traded EBOX
in Sterling)
--------------------------------------------- -------------
SEDOL (in respect of Ordinary Shares traded BG43LH0
in Euro)
--------------------------------------------- -------------
Ticker (in respect of Ordinary Shares traded BOXE
in Euro)
--------------------------------------------- -------------
ISIN for the Open Offer Entitlements of New GB00BM8SMY73
Ordinary Shares
--------------------------------------------- -------------
SEDOL for the Open Offer Entitlements of New BM8SMY7
Ordinary Shares
--------------------------------------------- -------------
ISIN for the Excess Open Offer Entitlements GB00BM8SMZ80
of New Ordinary Shares
--------------------------------------------- -------------
SEDOL for the Excess Open Offer Entitlements BM8SMZ8
of New Ordinary Shares
--------------------------------------------- -------------
Unless otherwise defined, capitalised terms used in this
announcement shall have the same meaning as set out in the
Prospectus expected to be published on 19 February 2021.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Tritax Group Via Maitland
Nick Preston
Mehdi Bourassi
Jefferies International Limited (Sponsor,
Joint Global Coordinator, Joint Bookrunner
and Joint Financial Adviser)
Stuart Klein
Tom Yeadon +44 (0) 20 7029 8000
Van Lanschot Kempen Wealth Management
N.V. (Joint Global Coordinator, Joint
Bookrunner and Joint Financial Adviser)
Dick Boer
Thomas ten Hoedt +31 (0) 20 348 8500
Akur Limited (Joint Financial Adviser)
Anthony Richardson
Siobhan Sergeant +44 (0) 20 7493 3631
Maitland/AMO (Communications Adviser) +44 (0) 7747 113 930
James Benjamin tritax-maitland@maitland.co.uk
Further information on Tritax EuroBox plc is available at
www.tritaxeurobox.co.uk
The Company's LEI is: 213800HK59N7H979QU3
Important information
The information in this announcement is for background purposes
only. This announcement is not an offer to sell or a solicitation
of any offer to buy the Shares in the Company in the United States,
Australia, Canada, New Zealand or the Republic of South Africa,
Japan, or in any other jurisdiction where such offer or sale would
be unlawful. This announcement does not constitute a prospectus and
investors should not subscribe for or purchase any shares referred
to in this announcement except on the basis of information
contained in the Prospectus expected to be published by the Company
shortly and not in reliance on this announcement.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940 (the "Investment Company Act")
and, as such, holders of the Shares will not be entitled to the
benefits of the Investment Company Act. No offer, sale, resale,
pledge, delivery, distribution or transfer of the Shares may be
made except under circumstances that will not result in the Company
being required to register as an investment company under the
Investment Company Act.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the proposed investment trust. Any
such determination should involve, among other things, an
assessment of the legal, tax, accounting, regulatory, financial,
credit and other related aspects of the securities.
This announcement may not be used in making any investment
decision. This announcement does not contain sufficient information
to support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this announcement or its completeness.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are
provided as at the date of the document and are subject to change
and no representation or warranty, express or implied, is or will
be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, the Manager,
Jefferies, Kempen & Co or Akur or any of their affiliates or by
any of their respective officers, employees or agents in relation
to it. No reliance may be placed for any purpose whatsoever on the
information or opinions contained in this announcement or on its
completeness, accuracy or fairness. This announcement has not been
approved by any competent regulatory or supervisory authority.
The Company has a limited trading history. Potential investors
should be aware that any investment in the Company is speculative,
involves a high degree of risk, and could result in the loss of all
or substantially all of their investment. Results can be positively
or negatively affected by market conditions beyond the control of
the Company or any other person. The returns set out in this
announcement are targets only. There is no guarantee that any
returns set out in this announcement can be achieved or can be
continued if achieved, nor that the Company will make any
distributions whatsoever. There may be other additional risks,
uncertainties and factors that could cause the returns generated by
the Company to be materially lower than the returns set out in this
announcement.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur. Prospective investors are cautioned not to place undue
reliance on such forward-looking statements.
Each of the Company, the Manager, Jefferies, Kempen & Co or
Akur and their affiliates and their respective officers, employees
and agents expressly disclaim any and all liability which may be
based on this announcement and any errors therein or omissions
therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities. The price and value of
securities and any income derived from them can go down as well as
up and investors may not get back the full amount invested on
disposal of the securities. Past performance is not a guide to
future performance. Before purchasing any New Shares, persons
viewing this announcement should ensure they fully understand and
accept the risks that will be set out in the Prospectus, when
published.
Prospective investors should take note that, unless the Company
has consented to such acquisition in writing, the Company's Shares
may not be acquired by: (i) investors using assets of: (A) an
"employee benefit plan" as defined in Section 3(3) of US Employee
Retirement Income Security Act of 1974, as amended ("ERISA") that
is subject to Title I of ERISA; (B) a "plan" as defined in Section
4975 of the US Internal Revenue Code of 1986, as amended (the "US
Tax Code"), including an individual retirement account or other
arrangement that is subject to Section 4975 of the US Tax Code; or
(C) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a
governmental, church, non-US or other employee benefit plan that is
subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the US Tax Code.
Jefferies and Akur, which are each authorised and regulated in
the United Kingdom by the UK Financial Conduct Authority, and
Kempen & Co, which is authorised and regulated by the
Netherlands Authority for Financial Markets and the Dutch Central
Bank, are acting exclusively for the Company and no one else in
connection with the Issue and Admission. Neither Jefferies, Akur
nor Kempen & Co will regard any other person as their
respective clients in relation to the subject matter of this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Issue,
Admission, the contents of this Announcement or any transaction,
arrangement or other matter referred to herein.
In accordance with the Packaged Retail and Insurance-based
Investment Products Regulation (EU) No 1286/2014, the Key
Information Document relating to the Company is available to
investors at https://www.tritaxeurobox.co.uk/
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; (c) local implementing measures within the European
Economic Area; and (d) local implementing measures in the United
Kingdom as they form part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended, and regulations
made under that Act (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the New Shares have been
subject to a product approval process, which has determined that
the New Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Shares offer no guaranteed income and no capital protection; and an
investment in the New Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Issue and/or the
Placing Programme. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
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IOEEADAPFFKFEAA
(END) Dow Jones Newswires
February 19, 2021 02:00 ET (07:00 GMT)
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