TIDMEBOX TIDMBOXE
RNS Number : 6259Z
Tritax EuroBox PLC
21 May 2019
THIS ANNOUNCEMENT, INCLUDING THE APPIX, AND THE INFORMATION
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLIC RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, BY ANY MEANS OR MEDIA IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, ISRAEL, JAPAN, NEW ZEALAND, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT
CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR TO US
PERSONS (AS DEFINED BELOW). PLEASE SEE THE IMPORTANT NOTICE AT THE
OF THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE
INFORMATION.
21 May 2019
TRITAX EUROBOX PLC
(the "Company")
PROPOSED PLACING TO FUND INVESTMENT PIPELINE AND ASSET
MANAGEMENT INITIATIVES
The Board of Directors (the "Board") of Tritax EuroBox plc
(tickers: EBOX (Sterling) and BOXE (Euro)), which invests in
Continental European logistics real estate assets, today announces
a proposed placing (the "Placing") of new Ordinary Shares in the
capital of the Company (the "Placing Shares") to institutional
investors pursuant to the Company's Placing Programme at a price of
EUR1.10 per Placing Share (the "Placing Price"). Participants in
the Placing may elect to subscribe for Placing Shares in Sterling
at a price per Placing Share equal to the Placing Price at the
Relevant Sterling Exchange Rate (to be determined as set out
below).
The Placing Price represents a discount of approximately 2.2 per
cent. to the closing price of EUR1.125 per Ordinary Share at the
close of business on 20 May 2019 and will be non-dilutive to the
Company's Net Asset Value by reference to the latest basic net
asset value per share of EUR1.09 as at 31 December 2018.
The Placing is being conducted through a bookbuilding process
(the "Bookbuild") which will be launched immediately following this
announcement. Jefferies International Limited ("Jefferies") and
Kempen & Co N.V. ("Kempen") are acting as joint global
coordinators, joint bookrunners and joint financial advisers in
relation to the Placing.
Highlights of and Background to the Placing
-- Since IPO, the Company has invested in eight prime logistics
real estate assets, well positioned in key locations in Germany,
Spain, Italy, Belgium and Poland, comprising six standing assets
and two pre-let forward funded developments (the "Portfolio") with
an aggregate acquisition price of approximately EUR558.4
million.
-- Tritax Management LLP (the "Manager") has access to a
pipeline of potential new investments (the "Investment Pipeline")
comprising high quality, large scale logistics real estate assets
totalling approximately EUR660 million.
o A significant majority of the Investment Pipeline has been
sourced through the Manager's appointed asset managers Logistics
Capital Partners and Dietz AG and otherwise through the Manager's
existing relationships.
o All of the assets comprising the Investment Pipeline have been
sourced on an off-market basis and are in line with the Company's
investment policy.
o The Investment Pipeline comprises a mix of standing assets and
pre-let forward funded developments. All the buildings are, or will
be once completed, of modern specification and built within the
last three years.
o These assets comprising the Investment Pipeline are located in
Germany, Italy, France and the Netherlands with an average size of
approximately 70,000 sq. m., a weighted average unexpired lease
term of approximately 11 years and a weighted average net initial
yield of 4.8 per cent.
-- Furthermore, a number of attractive asset management
initiatives have been identified within the Company's existing
portfolio, including asset extension opportunities.
-- The Company currently expects that the geared net proceeds of
the Placing will be invested or committed within six months of
Admission.
-- 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 full entitlement to the third interim
dividend expected to be declared in respect of the period from 1
April to 30 June 2019.
Details of the Placing
Under the terms of the Placing, the Company intends to issue
Placing Shares pursuant to the authorities granted to issue new
Ordinary Shares on a non-pre-emptive basis in connection with the
Company's Placing Programme, which is described in further detail
in the Company's prospectus dated 14 June 2018 (the "Prospectus").
The Placing is 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 ("Admission"). The Placing is also conditional upon
the placing agreement dated 14 June 2018 between the Company, the
Directors, the Manager, Jefferies and Kempen (the "Placing
Agreement") not being terminated. Further details of the Placing
Agreement can be found in paragraph 7.1 of Part IX of the
Prospectus. In addition, the Placing Agreement has been amended
today to reflect the terms of the Placing.
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. The size of the Placing will be determined by the Board
following the closing date taking into account the Investment
Pipeline and the level of investor demand.
Jefferies and Kempen will today commence the Bookbuild 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 23 May 2019, but may be closed earlier
or later at the absolute discretion of Jefferies, Kempen and the
Company. Details of the number of Placing Shares to be issued
pursuant to the Placing will be determined by the Company following
the close of the Bookbuild (following consultation with the
Manager, Jefferies and Kempen) and will be announced as soon as
practicable thereafter.
The allocation of Placing Shares will be determined by the
Company (in consultation with the Manager, Jefferies and Kempen)
and the Company may scale back any applications for this purpose.
There is no obligation for the Placing Shares to be allocated
proportionally.
Participants in the Placing may elect to subscribe for Placing
Shares in Sterling at a price per Placing Share equal to the
Placing Price at the Relevant Sterling Exchange Rate. The Relevant
Sterling Exchange Rate and the Sterling equivalent placing price
are not known as at the date of this Announcement and will be
notified by the Company via a Regulatory Information Service
announcement prior to Admission.
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 29 May 2019, 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 this 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.
Expected Timetable
The times and dates set out in the expected timetable below and
mentioned throughout this Announcement are subject to change and
may be adjusted by the Company in consultation with Jefferies and
Kempen. In such event, the Company will notify investors by the
publication of a notice through a Regulatory Information Service.
References to time are to London time unless otherwise stated.
Placing opens 21 May 2019
Latest time and date for receipt 3:00 p.m. on 23 May 2019
of Placing commitments*
Announcement of the results of the 24 May 2019
Placing
Admission of the Placing Shares 8.00 a.m. on 29 May 2019
to the Official List and to trading
on the London Stock Exchange's main
market for listed securities
Crediting of CREST stock accounts 29 May 2019
* The Company, in consultation with Jefferies and Kempen,
reserves the right to close the Placing early. In such event, the
Company will notify investors by the publication of a notice
through a Regulatory Information Service.
Prospectus
A copy of the Prospectus is available on the Company's website
www.tritaxeurobox.co.uk, subject to certain access
restrictions.
For further information, please contact:
Tritax Group
Nick Preston
James Dunlop +44 (0) 20 7290 1616
Jefferies International Limited (Joint
Global Coordinator, Joint Bookrunner
and Joint Financial Adviser)
Gary Gould
Stuart Klein +44 (0) 20 7029 8000
Kempen & Co N.V. (Joint Global Coordinator,
Joint Bookrunner and Joint Financial
Adviser)
Dick Boer
Thomas ten Hoedt +31 (0) 20 348 8500
Maitland/AMO (Communications Adviser) +44 (0) 20 7379 5151
James Benjamin Email:tritax-maitland@maitland.co.uk
Dealing codes
ISIN GB00BG382L74
SEDOL (in respect of Ordinary Shares BG382L7
traded in Sterling)
Ticker (in respect of Ordinary Shares EBOX
traded in Sterling)
SEDOL (in respect of Ordinary Shares BG43LH0
traded in Euro)
Ticker (in respect of Ordinary Shares BOXE
traded in Euro)
NOTES:
Tritax EuroBox plc invests and manages a well-diversified
portfolio of well-located Continental European logistics real
estate assets that are expected to deliver an attractive capital
return and secure income to shareholders. These assets fulfil key
roles in the logistics and distribution supply-chain focused on the
most established logistics markets and on the major population
centres across core Continental European countries.
Occupier demand for Continental European logistics assets is in
the midst of a major long-term structural change principally driven
by the growth of e-commerce. This is evidenced by technological
advancements, increased automation and supply-chain optimisation,
set against a backdrop of resurgent economic growth across much of
Continental Europe.
The Company's Manager, Tritax Management LLP, has assembled a
full-service European logistics asset management capability
including specialist "on the ground" asset and property managers
with strong market standings in the Continental European logistics
sector. The appointed asset managers Logistics Capital Partners
("LCP") and Dietz AG ("Dietz") are logistics specialists and offer
the Company exposure to high quality asset management expertise and
access to their respective development pipelines, providing
acquisition opportunities across Continental Europe.
The Company is targeting, on a fully invested and geared basis,
an initial Ordinary Share dividend yield of 4.75% p.a.(1) , which
is expected to increase progressively through regular indexation
events inherent in underlying lease agreements and by increasing
rents through asset management initiatives, and a total return on
the Ordinary Shares of 9.0% p.a.(1) over the medium-term. The
Company intends to pay dividends on a quarterly basis with
shareholders able to receive dividends in Sterling or Euro.
Further information on Tritax EuroBox plc is available at
www.tritaxeurobox.co.uk
The Company's LEI is: 213800HK59N7H979QU33.
(1) Euro denominated returns, by reference to IPO issue price.
These are targets only and not profit forecasts. There can be no
assurances that these targets will be met and they should not be
taken as indications of the Company's expected or actual future
results. Accordingly, potential investors should not place any
reliance on the target in deciding whether or not to invest in the
Company and should not assume that the Company will make any
distributions at all and should decide themselves whether or not
the target is reasonable or achievable.
IMPORTANT NOTICE
This announcement (including the Appendix) (the "Announcement")
has been issued by and is the sole responsibility of the
Company.
The information contained within this Announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (Regulation 596/2014). Upon the
publication of this Announcement via a Regulatory Information
Service ("RIS") this inside information is now considered to be in
the public domain.
This Announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the
District of Columbia, collectively, the "United States"),
Australia, Canada, Israel, Japan, New Zealand, the Republic of
South Africa, or any other jurisdiction where to do so might
constitute a violation or breach of any applicable law. The Placing
and the distribution of this Announcement and other information
contained herein may be restricted by law in certain jurisdictions
and persons into whose possession any document or other information
referred to herein comes should inform themselves about and observe
any such restriction. Any failure to comply with the restrictions
may constitute a violation of the securities laws of any such
jurisdiction.
This Announcement is an advertisement and does not constitute a
prospectus. This Announcement is for information purposes only and
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 subscribe for or to acquire, any ordinary shares of
EUR0.01 each in the capital of the Company ("Ordinary Shares") in
any jurisdiction, including in or into the United States,
Australia, Canada, Israel, Japan, New Zealand or the Republic of
South Africa, where to do so would be unlawful. Investors should
not subscribe for or purchase any Ordinary Shares except on the
basis of information publicly announced to a RIS by or on behalf of
the Company on or prior to the date of this Announcement.
No public offering of the Placing Shares is being made in the
United States, United Kingdom, Australia, Canada, Israel, Japan,
New Zealand, the Republic of South Africa, or elsewhere.
This Announcement is directed only at: (a) persons in member
states of the European Economic Area (the "EEA") who are qualified
investors within the meaning of article 2(1)(e) of EU Directive
2003/71/EC and amendments thereto (the "Prospectus Directive")
("Qualified Investors"), (b) if in the United Kingdom, persons who:
(i) have professional experience in matters relating to investments
who fall within the definition of "investment professionals" in
article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Order"), or are
high net worth companies, unincorporated associations or
partnerships or trustees of high value trusts as described in
article 49(2) of the Order; and (ii) are "qualified investors" as
defined in section 86 of the Financial Services and Markets Act
2000, as amended (the "FSMA"), and (c) otherwise, to persons to
whom it may otherwise be lawful to communicate it (all such persons
together being referenced to as "relevant persons"). Any investment
in connection with the Placing will only be available to, and will
only be engaged with, relevant persons. Any person who is not a
relevant person should not act or rely on this Announcement or any
of its contents.
The Placing Shares have not been and will not be registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or any securities laws of any state or other jurisdiction of
the United States and may not be offered or sold, resold,
transferred or delivered, directly or indirectly within, into or in
the United States or to or for the account or benefit of US persons
(as defined in Regulation S under the US Securities Act) ("US
Persons"): (i) except to "qualified institutional buyers" as
defined in Rule 144A under the US Securities Act that are also
"qualified purchasers" within the meaning of section 2(a)(51) of
the US Investment Company Act of 1940, as amended (the "Investment
Company Act") and the rules thereunder and who have been provided a
US investor letter; or (ii) unless registered under the US
Securities Act or pursuant to an exemption from or in a transaction
not subject to, the registration requirements of the US Securities
Act and in compliance with applicable state law. There will be no
public offer of the Ordinary Shares in the United States. The
Company has not been and will not be registered under the
Investment Company Act, and investors will not be entitled to the
benefits of the Investment Company Act. The Placing Shares are also
being offered and sold outside the United States to Non-US Persons
in accordance with Regulation S under the US Securities Act.
The Placing Shares have not been and will not be registered
under the applicable securities laws of any state, province or
territory of Australia, Canada, Israel, Japan, New Zealand or the
Republic of South Africa. Subject to certain exceptions, the
Placing Shares may not be offered or sold in Australia, Canada,
Israel, Japan, New Zealand or the Republic of South Africa or to,
or for the account or benefit of, any national, resident or citizen
of Australia, Canada, Israel, Japan, New Zealand or the Republic of
South Africa.
This Announcement does not constitute, or purport to include the
information required of, a disclosure document under Chapter 6D of
the Australian Corporations Act 2001 (the "Corporations Act") or a
product disclosure statement under Chapter 7 of the Corporations
Act and will not be lodged with the Australian Securities and
Investments Commission. No offer of shares is or will be made in
Australia pursuant to this Announcement, except to a person who is:
(i) either a "sophisticated investor" within the meaning of section
708(8) of the Corporations Act or a "professional investor" within
the meaning of section 9 and section 708(11) of the Corporations
Act; and (ii) a "wholesale client" for the purposes of section
761G(7) of the Corporations Act (and related regulations) who has
complied with all relevant requirements in this respect, or another
person who may be issued shares without requiring a disclosure
document. No Placing Shares may be offered for sale (or
transferred, assigned or otherwise alienated) to investors in
Australia for at least 12 months after their issue, except in
circumstances where disclosure to investors is not required under
Part 6D.2 of the Corporations Act.
No document has been registered, filed with or approved by any
New Zealand regulatory authority under the Financial Markets
Conduct Act 2013 (New Zealand) (the "FMC Act"). The Placing Shares
are not being offered or sold in New Zealand (or allotted with a
view to being offered for sale in New Zealand) other than to a
person who: (i) is an investment business within the meaning of
clause 37 of Schedule 1 of the FMC Act; (ii) meets the investment
activity criteria specified in clause 38 of Schedule 1 of the FMC
Act; (iii) is large within the meaning of clause 39 of Schedule 1
of the FMC Act; (iv) is a government agency within the meaning of
clause 40 of Schedule 1 of the FMC Act; or (v) is an eligible
investor within the meaning of clause 41 of Schedule 1 of the FMC
Act and has delivered to the Company the necessary eligible
investor certificate in accordance with clauses 41, 43 and 46 of
Schedule 1 of the FMC Act. Any person in New Zealand who subscribes
for Placing Shares will be deemed to have represented and warranted
to the Company that it is a wholesale investor under the FMC Act
falling within one of (i) to (v) above and further undertakes to
provide all applicable certificates under the FMC Act to the
Company.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the Placing Shares is being made on a private placement basis only
in the provinces of British Columbia, Alberta, Manitoba, Ontario
and Quebec on a basis exempt from the requirement that the Company
prepare and file a prospectus with the relevant securities
regulatory authorities in Canada. No offer of securities is made
pursuant to this Announcement in Canada except to a person who has
represented to the Company and the Joint Bookrunners that such
person: (i) is purchasing as principal, or is deemed to be
purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale
or redistribution; (ii) is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted
client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Placing Shares acquired
by a Canadian investor in this offering must be made in accordance
with applicable Canadian securities laws, which may vary depending
on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, a
statutory exemption from the prospectus requirements, in a
transaction exempt from the prospectus requirements or otherwise
under a discretionary exemption from the prospectus requirements
granted by the applicable local Canadian securities regulatory
authority. These resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of
Canada.
In the Republic of South Africa, this Announcement and the
related Placing is only for distribution to persons falling within
the exemptions set out in section 96(1)(a) of the South African
Companies Act 71 of 2008 (as amended) (the "South African Companies
Act") or who are persons who subscribe, as principal, for Ordinary
Shares at a minimum placing price of R1,000,000, as envisaged in
section 96(1)(b) of the South African Companies Act and to whom
this Placing will be specifically addressed (the "South African
Qualifying Investors"). As such, in the Republic of South Africa,
this Announcement and the related Placing do not constitute an
offer to the public (as defined in the South African Companies
Act), whether for the sale of or subscription for, or the
solicitation of an offer to buy and/or to subscribe for shares and
will not be distributed to any person in the Republic of South
Africa in any manner which could be construed as an offer to the
public in terms of the South African Companies Act. Should any
person who is not a South African Qualifying Investor receive this
Announcement and the related Placing, they should not and will not
be entitled to acquire any shares or otherwise act thereon.
This Announcement does not, nor is it intended to, constitute a
prospectus prepared and registered under the South African
Companies Act. Accordingly, this Announcement does not comply with
the substance and form requirements for prospectuses set out in the
South African Companies Act and the South African Companies Act
Regulations of 2011 (as amended) and has not been approved by,
and/or registered with, the South African Companies and
Intellectual Property Commission, or any other South African
authority.
The information contained in this Announcement constitutes
factual information as contemplated in section 1(3)(a) of the South
African Financial Advisory and Intermediary Services Act No. 37 of
2002 (as amended) ("FAIS") and does not constitute the furnishing
of, any "advice" as defined in section 1(1) of FAIS. The
information contained in this Announcement should not be construed
as an express or implied recommendation, guidance or proposal that
any particular transaction is appropriate to the particular
investment objectives, financial situations or needs of a
prospective investor, and nothing in this Announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in the Republic of South
Africa.
The Placing Shares have not been and will not be registered
under the Financial Instruments and Exchange Law of Japan (as
amended) (the "FIEL") and no securities registration statement
under the FIEL has been filed. Accordingly, the Placing Shares may
not (unless an exemption of the registration requirement under the
FIEL is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Japan or to, or for the account or
benefit of any national, resident or citizen of Japan.
The Company has a limited operating history and investors have a
limited basis on which to evaluate the Company's ability to achieve
its investment objective. The comparability of the information on
the Company's performance to date to its future performance is by
its nature limited for a variety of reasons. Without limitation,
results can be positively or negatively affected by market
conditions beyond the control of the Company or any other person.
Neither the past performance of the Company nor the Manager is a
reliable indicator of, and cannot be relied upon as a guide to, the
future performance of the Company or the Manager. Prospective
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. Persons
considering making such an investment should consult an authorised
person specialising in advising on such investments. This
Announcement does not constitute a recommendation concerning the
Placing and prospective investors should note that the value of
ordinary shares can decrease as well as increase.
Jefferies, which is authorised and regulated in the United
Kingdom by the UK Financial Conduct Authority, and Kempen, which is
authorised and regulated by the Netherlands Authority for Financial
Markets, are acting exclusively for the Company and no one else in
connection with the Placing and Admission. Neither Jefferies nor
Kempen 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 Placing, Admission, the contents of this
Announcement or any transaction, arrangement or other matter
referred to herein.
This Announcement is being issued by and is the responsibility
of the Company. None of Jefferies, Kempen or the Manager, or any of
their operating partners, co-investors and joint venture partners,
or any of their respective parent or subsidiary undertakings, or
the subsidiary undertakings of any such parent undertakings, or any
of such person's respective directors, officers, employees, agents,
affiliates or advisers or any other person ("their respective
affiliates") accepts any responsibility or liability whatsoever
for/or makes any representation or warranty, express or implied, as
to this Announcement, including the truth, accuracy or completeness
of the information in this Announcement (or whether any information
has been omitted from this Announcement) or any other information
relating to the Company, the Manager, their respective subsidiaries
or associated companies, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith. The Manager,
Jefferies, Kempen and their respective affiliates accordingly
disclaim all and any liability whatsoever whether arising in tort,
contract or otherwise which they might otherwise have in respect of
this Announcement or its contents or otherwise arising in
connection therewith. No representation or warranty, express or
implied, is made by the Manager, Jefferies and/or Kempen or any of
their respective affiliates as to the accuracy, fairness,
completeness or sufficiency of the information contained in this
Announcement.
In connection with the Placing, Jefferies, Kempen and any of
their respective affiliates, acting as an investor for its or their
own account(s), may acquire Placing Shares and, in that capacity,
may retain, purchase, sell, offer to sell or otherwise deal for its
or their own account(s) in such securities of the Company, any
other securities of the Company or other related investments in
connection with the Placing or otherwise. Accordingly, references
to Placing Shares being offered, subscribed, acquired, placed or
otherwise dealt in should be read as including any issue or offer
to, or subscription, acquisition, placing or dealing by Jefferies,
Kempen and any of their respective affiliates acting as an investor
for its or their own account(s). Neither Jefferies, Kempen nor any
of their respective affiliates intends to disclose the extent of
any such investment or transactions otherwise than in accordance
with any legal or regulatory obligation to do so. In addition, in
connection with the Placing, Jefferies and Kempen may enter into
financing arrangements with investors, such as share swap
arrangements or lending arrangements where Placing Shares are used
as collateral, that could result in Jefferies and Kempen acquiring
shareholdings in the Company.
This Announcement does not constitute a recommendation
concerning the proposed Placing. The price and value of securities
and any income 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.
Information in this Announcement or any of the documents relating
to the proposed Placing cannot be relied upon as a guide to future
performance. The Placing timetable may be influenced by a range of
circumstances such as market conditions. There is no guarantee that
the Placing will occur and you should not base your financial
decisions on the Company's intentions in relation to the Placing or
the information contained in this Announcement. The contents of
this Announcement are not to be construed as legal, business or tax
advice. Each prospective investor should consult his, her or its
own legal adviser, financial adviser or tax adviser for legal,
financial or tax advice.
This Announcement does not identify or suggest, or purport to
identify or suggest, the risks (direct or indirect) that may be
associated with an investment in the Placing Shares. Any investment
decision to buy Placing Shares in the Placing must be made solely
on the basis of publicly available information, which has not been
independently verified by either of the Joint Bookrunners.
Certain statements in this Announcement are, or may be deemed to
be, forward-looking statements which are based on the Company's
expectations, intentions and projections regarding its future
performance, anticipated events or trends and other matters that
are not historical facts. These forward-looking statements, which
may use words such as "anticipates", "believes", "estimates",
"expects", "intends", "may", "plans", "projects", "seeks", "aims",
"should" or "will" or, in each case, their negative or other
variations or similar expressions.
These forward-looking statements include all matters that are
not historical facts. They appear in a number of places throughout
this Announcement and include, but are not limited to, statements
regarding the Company's intentions, beliefs or current expectations
concerning, among other things, the Company's results of
operations, financial position, prospects, growth, target total
return, investment strategy, financing strategies, and the
development of the industries in which the Company's businesses
operate. Such forward-looking statements involve unknown risks,
uncertainties and other factors, which may cause the actual results
of operations, performance or achievement of the Company, or
industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. In addition, even if the Company's
results of operations, financial position and growth, and the
development of the market and the industry in which the Company
operates, are consistent with the forward-looking statements
contained in this Announcement, those results or developments may
not be indicative of results or developments in subsequent
periods.
Given these uncertainties, prospective investors are cautioned
not to place any undue reliance on such forward-looking statements.
These forward-looking statements speak only as at the date of such
statements. Except as required by applicable law, none of the
Company, the Manager, Jefferies or Kempen or their respective
affiliates assumes any obligation or undertaking to update, review
or revise any forward looking statements contained in this
Announcement whether as a result of new information, future
developments or otherwise.
The Placing Shares will not be admitted to trading on any stock
exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this Announcement.
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; and (c) local implementing measures (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 Placing Shares have been subject to a product approval process,
which has determined that the Placing 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 Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed
income and no capital protection; and an investment in the Placing
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 Placing.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, Jefferies and Kempen will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the Placing Shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the Placing Shares and determining
appropriate distribution channels.
Marketing disclosures pursuant to AIFMD (as defined below)
The Company is an externally managed alternative investment fund
and has appointed the Manager as its alternative investment fund
manager. In accordance with Article 32 of Directive 2011/61/EU of
the European Parliament and of the Council of 8 June 2011 on
Alternative Investment Fund Managers ("AIFMD"), the Manager has
been given clearance by the Financial Conduct Authority ("FCA") to
market the Placing Shares to professional investors in Belgium,
Denmark, Finland, France, Germany, Ireland, Italy, Luxembourg, The
Netherlands, Norway and Sweden, and also in the United Kingdom, in
accordance with AIFMD and the laws, rules and regulations
implementing AIFMD in the United Kingdom, including without
limitation the Alternative Investment Fund Managers Regulations
2013 (No. 1173/2013) and the Investment Funds Sourcebook of the FCA
(the "UK AIFMD Rules") and has been duly notified by the FCA that
the relevant marketing notification have been made by the FCA to
the relevant competent authorities in those jurisdictions.
Pursuant to Article 23 of AIFMD and the applicable UK AIFMD
Rules, the Manager is required to make available to persons in the
European Union who are invited to and who choose to participate in
the Placing, by making an oral or written offer to subscribe for
Placing Shares, including any individuals, funds or others on whose
behalf a commitment to subscribe for Placing Shares is given (the
"Placees") certain information (the "Article 23 Disclosures"). For
the purposes of the Placing, the Manager has made the Article 23
Disclosures available to Placees in the 'Investor - Company
Information' section of the Company's website at:
https://www.tritaxeurobox.co.uk/investors/company-documents/
PRIIPs (as defined below)
In accordance with the Regulation (EU) No 1286/2014 of the
European Parliament and of the Council of 26 November 2014 on key
information documents for packaged retail and insurance-based
investment products ("PRIIPs") and its implementing and delegated
acts (the "PRIIPs Regulation"), the Manager has prepared a key
information document (the "KID") in respect of the Ordinary Shares.
The KID is made available by the Manager to "retail investors"
prior to them making an investment decision in respect of the
Ordinary Shares at www.tritaxeurobox.co.uk.
If you are distributing Ordinary Shares, it is your
responsibility to ensure that the KID is provided to any clients
that are "retail clients".
The Manager is the only manufacturer of the Ordinary Shares for
the purposes of the PRIIPs Regulation and none of the Company,
Jefferies or Kempen are manufacturers for these purposes. None of
the Company, Jefferies or Kempen makes any representations, express
or implied, or accepts any responsibility whatsoever for the
contents of the KID prepared by the Manager nor accepts any
responsibility to update the contents of the KID in accordance with
the PRIIPs Regulation, to undertake any review processes in
relation thereto or to provide the KID to future distributors of
Ordinary Shares. Each of the Company, Jefferies and Kempen and
their respective affiliates accordingly disclaim all and any
liability whether arising in tort or contract or otherwise which it
or they might have in respect of the key information documents
prepared by the Manager. Investors should note that the procedure
for calculating the risks, costs and potential returns in the KID
are prescribed by laws. The figures in the KID may not reflect
actual returns for the Company and anticipated performance returns
cannot be guaranteed.
APPIX
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
PLACING (AS DEFINED BELOW). THIS ANNOUNCEMENT AND THE TERMS AND
CONDITIONS SET OUT IN THIS APPIX ARE FOR INFORMATION PURPOSES ONLY
AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA (the "EEA") WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC
AND AMMENTS THERETO, INCLUDING THE 2010 PD AMING DIRECTIVE, TO THE
EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE) (THE "PROSPECTUS
DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IF IN THE UNITED KINGDOM,
PERSONS WHO: (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING
TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT
PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMED (THE
"ORDER"), OR ARE HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS
DESCRIBED IN ARTICLE 49(2) OF THE ORDER; AND (II) ARE "QUALIFIED
INVESTORS" AS DEFINED IN SECTION 86 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMED ("FSMA"); AND (C) OTHERWISE, TO PERSONS
TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH A
"RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS
ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST
SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE
TERMS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A
RELEVANT PERSON. THIS APPIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT
RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH
THIS APPIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS
AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPIX) DOES NOT
ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN TRITAX EUROBOX PLC (THE "COMPANY").
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA, ISRAEL,
JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL. THIS DOCUMENT (AND THE INFORMATION CONTAINED
HEREIN) IS NOT INTED TO AND DOES NOT CONTAIN OR CONSTITUTE AN OFFER
OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR,
SECURITIES IN AUSTRALIA, CANADA, ISRAEL, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH
RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA,
ITS TERRITORIES OR POSSESSIONS, ANY STATE OF THE UNITED STATES OR
THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES") OR TO,
OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN
REGULATION S UNDER THE US SECURITIES ACT ("REGULATION S")). THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES. THE PLACING SHARES (AS
DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
US SECURITIES ACT OF 1933, AS AMED (THE "US SECURITIES ACT"), OR
UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD,
RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY WITHIN,
INTO OR IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT
OF, US PERSONS, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR
IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF
THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF
ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES.
THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED
STATES. THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE US INVESTMENT COMPANY ACT OF 1940, AS AMED (THE "INVESTMENT
COMPANY ACT") AND INVESTORS WILL NOT BE ENTITLED TO THE BENEFITS OF
THE INVESTMENT COMPANY ACT. THE PLACING SHARES ARE ALSO BEING
OFFERED AND SOLD OUTSIDE THE UNITED STATES TO NON-US PERSONS IN
ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT.
TRITAX MANAGEMENT LLP (THE "MANAGER") IS AUTHORISED FOR THE
MANAGEMENT OF THE COMPANY AND MARKETING OF THE NEW ORDINARY SHARES
OF EUR0.01 EACH IN THE CAPITAL OF THE COMPANY (THE "ORDINARY
SHARES") IN THE UNITED KINGDOM AND IS SUPERVISED BY THE FINANCIAL
CONDUCT AUTHORITY ("FCA"). IN ACCORDANCE WITH ARTICLE 32 OF
DIRECTIVE 2011/61/EU OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL
OF 8 JUNE 2011 ON ALTERNATIVE INVESTMENT FUND MANAGERS ("AIFMD"),
THE MANAGER HAS BEEN GIVEN CLEARANCE BY THE FCA TO MARKET PLACING
SHARES TO PROFESSIONAL INVESTORS IN BELGIUM, DENMARK, FINLAND,
FRANCE, GERMANY, IRELAND, ITALY, LUXEMBOURG, THE NETHERLANDS,
NORWAY AND SWEDEN, AND ALSO IN THE UNITED KINGDOM. IN ACCORDANCE
WITH AIFMD AND THE LAWS, RULES AND REGULATIONS IMPLEMENTING AIFMD
IN THE UK, INCLUDING WITHOUT LIMITATION THE ALTERNATIVE INVESTMENT
FUND MANAGERS REGULATIONS 2013 (NO. 1173/2013) AND THE INVESTMENT
FUNDS SOURCEBOOK OF THE FCA (THE "UK AIFMD RULES") AND HAS BEEN
DULY NOTIFIED BY THE FCA THAT THE RELEVANT MARKETING NOTIFICATIONS
HAVE BEEN MADE BY THE FCA TO THE RELEVANT COMPETENT AUTHORITIES IN
THOSE JURISDICTIONS.
EACH PLACEE (AS DEFINED BELOW) SHOULD CONSULT WITH ITS OWN
ADVISERS AS TO LEGAL, TAX, BUSINESS, FINANCIAL AND RELATED ASPECTS
OF A SUBSCRIPTION FOR THE PLACING SHARES.
Persons who are invited to and who choose to participate in the
Placing (as defined below), by making an oral or written offer to
subscribe for Placing Shares, including any individuals, funds or
others on whose behalf a commitment to subscribe for Placing Shares
is given (the "Placees"), will be deemed to have read and
understood each of this announcement (including this Appendix) (the
"Announcement") and the prospectus dated 14 June 2018 published by
the Company (the "Prospectus") in its entirety and to be making
such offer on the terms and conditions, and to be providing the
representations, warranties, acknowledgements and undertakings,
contained in both Part X of the Prospectus and this Appendix. In
particular each such Placee represents, warrants and acknowledges
that:
(a) it is a Relevant Person (as defined above) and undertakes
that it will subscribe for, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its business;
and
(b) if it is in a member state of the EEA and/or if it is a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, that any Placing Shares subscribed for by it
in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to
their offer or resale to, persons in any member state of the EEA in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in a member state of the EEA
which has implemented the Prospectus Directive to Qualified
Investors (as defined above), or in circumstances in which the
prior consent of Jefferies International Limited ("Jefferies") and
Kempen & Co N.V. ("Kempen", and together with Jefferies, the
"Joint Bookrunners") has been given to each such proposed offer or
resale.
Persons (including without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this Appendix or the Announcement of which it forms part should
seek appropriate advice before taking any action.
The relevant clearances have not been, and nor will they be,
obtained from the securities commission or similar regulatory
authority of any province or territory of Canada. The offering of
the Placing Shares is being made on a private placement basis only
in the provinces of British Columbia, Alberta, Manitoba, Ontario
and Quebec on a basis exempt from the requirement that the Company
prepare and file a prospectus with the relevant securities
regulatory authorities in Canada. No offer of securities is made
pursuant to this Announcement in Canada except to a person who has
represented to the Company and the Joint Bookrunners that such
person: (i) is purchasing as principal, or is deemed to be
purchasing as principal in accordance with applicable Canadian
securities laws, for investment only and not with a view to resale
or redistribution; (ii) is an "accredited investor" as such term is
defined in section 1.1 of National Instrument 45-106 Prospectus
Exemptions or, in Ontario, as such term is defined in section
73.3(1) of the Securities Act (Ontario); and (iii) is a "permitted
client" as such term is defined in section 1.1 of National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the Placing Shares acquired
by a Canadian investor in this offering must be made in accordance
with applicable Canadian securities laws, which may vary depending
on the relevant jurisdiction, and which may require resales to be
made in accordance with Canadian prospectus requirements, a
statutory exemption from the prospectus requirements, in a
transaction exempt from the prospectus requirements or otherwise
under a discretionary exemption from the prospectus requirements
granted by the applicable local Canadian securities regulatory
authority. These resale restrictions may under certain
circumstances apply to resales of the Placing Shares outside of
Canada.
No prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission; and the Placing
Shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state,
province or territory of Australia. Accordingly, the Placing Shares
may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or
indirectly, in or into Australia or any other jurisdiction outside
the United Kingdom or to, or for the account or benefit of any
national, resident or citizen of Australia.
The Placing Shares have not been and will not be registered
under the Financial Instruments and Exchange Law of Japan (as
amended) (the "FIEL") and no securities registration statement
under the FIEL has been filed. Accordingly, the Placing Shares may
not (unless an exemption of the registration requirement under the
FIEL is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Japan or to, or for the account or
benefit of any national, resident or citizen of Japan.
In South Africa, each Placee represents, warrants and
acknowledges that:
(a) this Announcement and the related Placing is only for
distribution to persons falling within the exemptions set out in
section 96(1)(a) or (b) of the South African Companies Act (as
defined above) and to whom this Placing will be specifically
addressed;
(b) this Announcement and the related Placing does not
constitute an offer for the sale of or subscription for, or the
solicitation of an offer to buy and/or to subscribe for shares to
the public as defined in the South African Companies Act and will
not be distributed to any person in South Africa in any manner
which could be construed as an offer to the public in terms of the
South African Companies Act;
(c) should any person who is not a South African Qualifying
Investor (as defined above) receive this Announcement and the
related Placing, they should not and will not be entitled to
acquire any shares or otherwise act thereon;
(d) this Announcement does not, nor is it intended to,
constitute a prospectus prepared and registered under the South
African Companies Act and accordingly, this Announcement does not
comply with the substance and form requirements for prospectuses
set out in the South African Companies Act and the South African
Companies Act Regulations of 2011 and has not been approved by,
and/or registered with, the South African Companies and
Intellectual Property Commission, or any other South African
authority; and
(e) the information contained in this Announcement in respect of
the Placing constitutes factual information as contemplated in
section 1(3)(a) of FAIS (as defined above) and does not constitute
the furnishing of, any "advice" as defined in section 1(1) of FAIS,
and, furthermore, the information contained in this Placing should
not be construed as an express or implied recommendation, guidance
or proposal that any particular transaction is appropriate to the
particular investment objectives, financial situations or needs of
a prospective investor, and nothing in this Announcement should be
construed as constituting the canvassing for, or marketing or
advertising of, financial services in South Africa.
None of the Joint Bookrunners, nor any of their respective
affiliates, agents, directors, officers or employees, make any
representation to any Placees regarding an investment in the
Placing Shares.
Details of the Placing and of the Placing Shares
The Company today announces a proposed non pre-emptive placing
(the "Placing") of new Ordinary Shares in the capital of the
Company (the "Placing Shares") to institutional investors pursuant
to the Company's Placing Programme at a price of EUR1.10 per
Placing Share (the "Placing Price") on the terms and subject to the
conditions set out in the placing agreement dated 14 June 2018
between the Company, the directors of the Company, Tritax
Management LLP (the "Manager") and the Joint Bookrunners (the
"Placing Agreement"). Pursuant to the Placing Agreement, a summary
of which is set out in paragraph 7.1 of Part IX of the Prospectus,
each of the Joint Bookrunners has agreed to use its reasonable
endeavours to procure Placees for the Placing Shares at the Placing
Price.
The Placing Shares will, when issued, be credited as fully paid
and will rank pari passu in all respects with the existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid in respect of the Ordinary
Shares after Admission (as defined below).
Applications for listing and admission to trading
Applications will be made to the Financial Conduct Authority
(the "FCA") for the admission of the Placing Shares to the premium
listing segment of the Official List of the FCA and to the London
Stock Exchange plc (the "London Stock Exchange") for admission to
trading of the Placing Shares on the London Stock Exchange's main
market for listed securities (together, "Admission"). It is
expected that Admission will become effective at around 8.00 a.m.
on 29 May 2019 (or such later time and date as may be agreed by the
Company after the close of the Bookbuild (as defined below)) and
that dealings in the Placing Shares will commence at that time.
Bookbuild
The Joint Bookrunners will today commence the bookbuilding
process to determine demand for participation in the Placing by
Placees (the "Bookbuild"). This Appendix gives details of the terms
and conditions of, and the mechanics for participation in, the
Placing. No commissions will be paid to Placees or by Placees in
respect of any Placing Shares.
The Joint Bookrunners shall be entitled to effect the Placing by
such alternative method to the Bookbuild as they may, in their
absolute discretion following consultation with the Company,
determine.
Participation in, and principal terms of, the Placing
1. Each of Jefferies and Kempen is acting as joint global
co-ordinator, joint bookrunner and joint financial adviser of the
Company in connection with the Placing.
2. Participation in the Placing will only be available to
persons who may lawfully be, and are, invited to participate by the
Joint Bookrunners. Each of the Joint Bookrunners and its agents and
affiliates are entitled to enter bids in the Bookbuild as
principal.
3. The Bookbuild, if successful, will establish the number of
Placing Shares to be issued by the Company pursuant to the Placing,
which will be determined by the Company (in consultation with the
Manager and the Joint Bookrunners) following completion of the
Bookbuild. The number of Placing Shares to be issued will be
announced on a Regulatory Information Service ("RIS") following the
completion of the Bookbuild (the "Placing Results
Announcement").
4. Prospective Placees may elect to subscribe for the Placing
Shares in Euro at the Placing Price or in Sterling at a price per
Placing Share equal to the Placing Price at a GBP/EUR exchange rate
to be notified by the Company via a RIS announcement (the "Relevant
Sterling Exchange Rate"). The Relevant Sterling Exchange Rate and
the Sterling equivalent placing price are not known as at the date
of this Announcement and will be notified by the Company via a RIS
announcement prior to Admission.
5. To bid in the Bookbuild, prospective Placees should
communicate their bid by telephone to their usual sales contact at
the relevant Joint Bookrunner. Each bid should state the number of
Placing Shares which the prospective Placee wishes to subscribe for
at the Placing Price. Bids may be scaled down on the basis referred
to in paragraph 9 below.
6. A bid in the Bookbuild will be made on the terms and subject
to the conditions in the Prospectus and this Appendix and will be
legally binding on the Placee on behalf of which it is made and
will not be capable of variation or revocation after the time at
which it is submitted. Each Placee's obligations will be owed to
the Company and the Joint Bookrunners. Each Placee will also have
an immediate, separate, irrevocable and binding obligation, owed to
the relevant Joint Bookrunner, each as agent of the Company, to pay
in cleared funds immediately on the settlement date, in accordance
with the registration and settlement requirements set out below, an
amount equal to the product of the Placing Price and the number of
Placing Shares such Placee has agreed to subscribe for and the
Company has agreed to allot.
7. The Bookbuild is expected to close no later than 3.00 p.m.
(London time) on 23 May 2019 but may be closed earlier or later at
the absolute discretion of the Company and the Joint Bookrunners.
The Company may, in consultation with the Manager and the Joint
Bookrunners, accept bids that are received after the Bookbuild has
closed.
8. Each prospective Placee's allocation will be determined by
the Company (in consultation with the Manager and the Joint
Bookrunners) and will be confirmed orally by the Joint Bookrunners
(each as agent for the Company) following the close of the
Bookbuild and a trade confirmation will be despatched thereafter.
This oral confirmation to such Placee will constitute an
irrevocable legally binding commitment upon that person (who will
at that point become a Placee) in favour of the Joint Bookrunners
and the Company to subscribe for the number of Placing Shares
allocated to it at the Placing Price on the terms and conditions
set out in the Prospectus and in this Appendix and in accordance
with the Company's articles of association. All obligations under
the Bookbuild and Placing will be subject to fulfilment of the
conditions referred to below under "Conditions of the Placing" and
to the Placing not being terminated on the basis referred to below
under "Right to terminate under the Placing Agreement". By
participating in the Bookbuild, each Placee will agree that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
9. The Company may choose to accept or reject bids, either in
whole or in part, on the basis of allocations determined in
agreement with the Manager and the Joint Bookrunners and may scale
down any bids for this purpose on such basis as they may determine.
There is no obligation for the Placing Shares to be allocated
proportionally. The Company may also, notwithstanding paragraphs 5
and 6 above and in consultation with the Manager and the Joint
Bookrunners: (i) allocate Placing Shares after the time of any
initial allocation to any person submitting a bid after that time;
and (ii) allocate Placing Shares after the Bookbuild has closed to
any person submitting a bid after that time. The Company reserves
the right (upon consultation with the Manager and the Joint
Bookrunners) to reduce or seek to increase the amount to be raised
pursuant to the Placing, in its absolute discretion.
10. Irrespective of the time at which a Placee's allocation
pursuant to the Placing is confirmed, settlement for all Placing
Shares to be subscribed for pursuant to the Placing will be
required to be made at the same time, on the basis explained below
under "Registration and settlement".
11. Except as required by law or regulation, no press release or
other announcement will be made by the Company, the Manager or the
Joint Bookrunners using the name of any Placee (or its agent), in
its capacity as Placee (or agent), other than with such Placee's
prior written consent.
12. To the fullest extent permissible by law, none of the
Company, the Manager, the Joint Bookrunners or any of their
respective affiliates, agents, directors, officers or employees
shall have any responsibility or liability (whether in contract,
tort or otherwise) to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, none of
the Company, the Manager, the Joint Bookrunners or any of their
respective affiliates, agents, directors, officers or employees
shall have any liability (whether in contract, tort or otherwise
and including to the fullest extent permissible by law, any
fiduciary duties) in respect of the Joint Bookrunners' conduct or
of such alternative method of effecting the Placing as the Joint
Bookrunners, its affiliates and the Company may agree.
Conditions of the Placing
As set out in Part VI and Part X of the Prospectus, the Placing
is conditional, inter alia, upon:
(a) the Placing Agreement not having been terminated in
accordance with its terms prior to Admission;
(b) Admission taking place by not later than 8.00 a.m. (London
time) on 29 May 2019, or such later date as may be agreed between
the Company, the Manager and the Joint Bookrunners;
(c) the Company, the directors and the Manager complying in all
material respects with their respective obligations under the
Placing Agreement (as amended), the Disclosure Guidance and
Transparency Rules, the Admission and Disclosure Standards, the
FSMA and the Prospectus Rules and satisfied all the conditions on
their part under the Placing Agreement or these terms and
conditions to the extent the same fall to be performed or satisfied
prior to Admission; and
(d) the Company allotting, subject only to Admission, the
Placing Shares to the Placees in accordance with the Placing
Agreement.
If: (i) any of the conditions contained in the Placing
Agreement, including those described above, are not fulfilled (or,
where permitted, waived in writing by the Joint Bookrunners) or
have become incapable of fulfilment on or before the date or time
specified for the fulfilment thereof (or such later date and/or
time as the Joint Bookrunners may agree); or (ii) the Placing
Agreement is terminated in the circumstances specified below, the
Placing will not proceed and the Placees' rights and obligations
hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be
made by the Placee in respect thereof. The Joint Bookrunners may,
in their absolute discretion, waive certain conditions contained in
the Placing Agreement. Any such waiver will not affect Placees'
commitments as set out in this Announcement.
Neither of the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers or employees shall have any
liability to any Placee (or to any other person whether acting on
behalf of a Placee or otherwise) in respect of any decision they
may make as to whether or not to waive or to extend the time and/or
the date for the satisfaction of any condition to the Placing or
for any decision they may make as to the satisfaction of any
condition or in respect of the Placing generally, and by
participating in the Placing, each Placee agrees that any such
decision is within the absolute discretion of the Joint
Bookrunners.
Right to terminate under the Placing Agreement
At any time before Admission, the Joint Bookrunners, in their
absolute discretion, are entitled to terminate the Placing
Agreement by giving notice in writing to the Company and the
Manager if, amongst other things: (a) any matter or circumstance
arises as a result of which the Joint Bookrunners expect that any
of the conditions contained in the Placing Agreement will not be
satisfied or waived (if capable of waiver) by the required time(s)
and continue to be satisfied at Admission; or (b) in the opinion of
the Joint Bookrunners (acting in good faith), there has been a
material adverse change in the condition (financial, operational,
legal or otherwise) or in the earnings, management, business
affairs, general affairs, solvency, credit rating or prospects of
the Company or the Company's group as a whole and/or of the Manager
or the Manager's group, whether or not arising in the ordinary
course of the business; or (c) the occurrence of a force majeure or
market disruption event as specified in the Placing Agreement.
Upon such notice being given, the parties to the Placing
Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to certain exceptions.
By participating in the Placing, Placees agree that the exercise
by the Joint Bookrunners of any right of termination or other
discretion under the Placing Agreement shall be within their
absolute discretion, that the Joint Bookrunners do not need to make
any reference to Placees and that the Joint Bookrunners shall not
have any liability to any Placee whatsoever in connection with any
such exercise and none of the Company, the Manager or the Joint
Bookrunners or any of their respective directors, officers,
employees, agents or affiliates shall have any liability to Placees
whatsoever in connection with any such exercise or failure to
exercise.
IPO Prospectus
The Placing is being conducted pursuant to the Company's
existing Placing Programme as described in the Prospectus, a copy
of which is available on the Company's website on
www.tritaxeurobox.co.uk. Placees' commitments will be made solely
on the basis of the information contained in this Announcement and
any information publicly announced to a RIS by or on behalf of the
Company on or prior to the date of this Announcement (including,
without limitation, the Prospectus) and subject to the further
terms set forth in the contract note to be provided to individual
prospective Placees.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement, the Prospectus and all other
publicly available information previously and simultaneously
published by the Company by notification to a RIS or otherwise
filed by the Company is exclusively the responsibility of the
Company and confirms that it has neither received nor relied on any
other information, representation, warranty, or statement made by
or on behalf of the Company, the Manager, the Joint Bookrunners or
any other person and none of the Company, the Manager, the Joint
Bookrunners or any of their respective affiliates will be liable
for any Placee's decision to participate in the Placing based on
any other information, representation, warranty or statement which
the Placees may have obtained or received. Each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. Nothing in this paragraph shall
exclude or limit the liability of any person for fraudulent
misrepresentation by that person.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. The Joint Bookrunners and the Company reserve the right
to require settlement for and delivery of the Placing Shares (or a
portion thereof) to Placees in certificated form if delivery or
settlement is not possible or practicable within the CREST system
within the timetable set out in this Announcement or would not be
consistent with applicable legal or regulatory requirements in the
Placee's jurisdiction.
Following the close of the Bookbuild for the Placing, each
Placee allocated Placing Shares in the Placing will be sent a
contract note stating the number of Placing Shares to be allocated
to it at the Placing Price and settlement instructions. Each Placee
agrees that it will do all things necessary to ensure that delivery
and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with the
Joint Bookrunners (or either of them, as applicable).
The Company will deliver the Placing Shares to a CREST account
operated by either of the Joint Bookrunners (as agents for and on
behalf of the Company) and the Joint Bookrunners will enter its
delivery (DEL) instruction into the CREST system. The input to
CREST by a Placee of a matching or acceptance instruction will then
allow delivery of the relevant Placing Shares to that Placee
against payment.
It is expected that settlement will be on 29 May 2019 (or such
later date as may be announced by the Company after the close of
the Bookbuild) on a delivery versus payment basis in accordance
with the instructions set out in the trade confirmation. Interest
is chargeable daily on payments to the extent that value is
received after the due date from Placees at the rate of two
percentage points above LIBOR as determined by the Joint
Bookrunners.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Joint Bookrunners (as agents for the
Company) may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds,
for the account and benefit of the Joint Bookrunners, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. By communicating a bid for Placing Shares, each Placee confers
on the Joint Bookrunners all such authorities and powers necessary
to carry out any such sale and agrees to ratify and confirm all
actions which the Joint Bookrunners lawfully take in pursuance of
such sale. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties thereon) or other similar taxes imposed in
any jurisdiction which may arise upon the sale of such Placing
Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties and further terms
By agreeing to subscribe for the Placing Shares, each Placee
which enters into a commitment to subscribe for the Placing Shares
will (for itself and any person(s) procured by it to subscribe for
the Placing Shares and any nominee(s) for any such person(s) be
deemed to irrevocably acknowledge, agree, confirm, undertake,
represent and warrant to each of the Company, the Manager and the
Joint Bookrunners, in each case as a fundamental term of its
application for Placing Shares, that:
(a) it has read and understood each of the Prospectus and this
Announcement (including this Appendix) in its entirety and its
subscription for the Placing Shares is subject to and based upon
all the terms, conditions, warranties, acknowledgments, agreements
and undertakings and other information contained herein and therein
and undertakes not to redistribute or duplicate this Announcement
or the Prospectus;
(b) it has read and understood the undertakings, representations
and warranties set out in paragraph 4 of Part X of the Prospectus
and the terms set out in paragraphs 5 and 6 of Part X of the
Prospectus and confirms and agrees to be bound by those terms and
conditions, and it makes the undertakings, representations and
warranties set out therein;
(c) other than the Prospectus, no offering document or
prospectus or offering document has been or will be prepared in
connection with the Placing and that, save in respect of the
Prospectus, it has not received and will not receive a prospectus,
admission document or other offering document in connection with
the Bookbuild, the Placing or the Placing Shares;
(d) the Placing does not constitute a recommendation or
financial product advice and neither of the Joint Bookrunners has
had regard to such Placee's particular objectives, financial
situation and needs;
(e) it has neither received nor relied on any "inside
information" as defined in the EU Market Abuse Regulation ("MAR")
concerning the Company in accepting this invitation to participate
in the Placing;
(f) that none of the Company, the Manager, the Joint Bookrunners
or any of their respective affiliates, agents, directors, officers
or employees or any person acting on behalf of any of them has
provided, and none of them will provide, it with any material
regarding the Placing Shares or the Company or any other person
other than information included in the Prospectus and this
Announcement (including this Appendix), nor has it requested the
Joint Bookrunners, the Manager, the Company or any of their
respective affiliates or any person acting on behalf of any of them
to provide it with any such information;
(g) (i) it has made its own assessment of the Company, the
Placing Shares and the terms of the Placing based on this
Announcement and any information publicly announced to a RIS by or
on behalf of the Company prior to the date of this Announcement
(the "Publicly Available Information") and it has reviewed such
Publicly Available Information and it is able to obtain or access
the Publicly Available Information without undue difficulty; (ii)
the Company's ordinary shares are listed on the premium listing
segment of the Official List of the FCA and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of the
London Stock Exchange and relevant regulatory authorities (the
"Exchange Information") and it has reviewed such Exchange
Information as it has deemed necessary and it is able to obtain or
access the Exchange Information without undue difficulty; and (iii)
it has had access to such financial and other information
(including the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares) concerning the Company, the Placing and the
Placing Shares as it has deemed necessary or appropriate in
connection with its own investment decision to acquire any of the
Placing Shares and has satisfied itself that the information is
still current and relied on that investigation for the purposes of
its decision to participate in the Placing;
(h) (i) none of the Manager, the Joint Bookrunners or any of
their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them has made
any representations to it, express or implied, with respect to the
Company, the Placing, the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information or
the Exchange Information, and each of them expressly disclaims any
liability in respect thereof; and (ii) it will not hold the
Manager, the Joint Bookrunners or any of their respective
affiliates, agents, directors, officers or employees or any person
acting on behalf of any of them responsible for any misstatements
in or omissions from any Publicly Available Information or any
Exchange Information. Nothing in this paragraph or otherwise in
this Announcement (including this Appendix) excludes the liability
of any person for fraudulent misrepresentation made by that
person;
(i) it has the power and authority to carry on the activities in
which it is engaged, to subscribe and/or acquire Placing Shares and
to execute and deliver all documents necessary for such
acquisition;
(j) the content of this Announcement is exclusively the
responsibility of the Company and that neither the Manager, the
Joint Bookrunners nor any of its respective affiliates, agents,
directors, officers or employees or any person acting on behalf of
any of them has or shall have any liability for any information,
representation or statement contained in this Announcement or any
information previously or subsequently published by or on behalf of
the Company, including, without limitation, any Exchange
Information and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation
or statement contained in this Announcement or otherwise;
(k) it has complied and will comply with all applicable
provisions of FSMA with respect to anything done by it in relation
to the Placing Shares in, from or otherwise involving, the United
Kingdom;
(l) if domiciled or having a registered office in an EEA state,
it is either a state which has not implemented the AIFMD or is one
of the following: Belgium, Finland, France, Germany, Ireland,
Italy, Luxembourg, Netherlands, Denmark, Norway and Sweden or the
United Kingdom and, in the case of Ireland, Luxembourg or the
Netherlands it is a professional investor (as that term is defined
in the AIFMD);
(m) if in Australia, that it is: (i) a "sophisticated investor"
within the meaning of section 708(8) of the Australian Corporations
Act 2001 (Cth) (the "Corporations Act") or a "professional
investor" within the meaning of section 9 and section 708(11) of
the Corporations Act; and (ii) a "wholesale client" as defined in
section 761G(7) of the Corporations Act, and the issue of the
Placing Shares to it does not require a prospectus or other form of
disclosure document under the Corporations Act and no Placing
Shares may be offered for sale (or transferred, assigned or
otherwise alienated) to investors in Australia for at least 12
months after their issue, except in circumstances where disclosure
to investors is not required under Part 6D.2 of the Corporations
Act;
(n) if in Japan, it is a "qualified institutional investor"
("QII") as defined in the Cabinet Ordinance Concerning Definitions
under Article 2 of the FIEL;
(o) no action has been or will be taken by either the Company,
the Manager or the Joint Bookrunners or any person acting on behalf
of the Company, the Manager or the Joint Bookrunners that would, or
is intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is
required;
(p) it and any person acting on its behalf: (i) is entitled to
subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) has paid any issue, transfer
or other taxes due in connection with its participation in any
territory; and (iii) has fully observed such laws and obtained all
such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and
complied with all necessary formalities and that it has not taken
any action or omitted to take any action which will or may result
in the Company, the Manager, the Joint Bookrunners or any of their
respective affiliates, directors, officers, agents, employees or
advisers acting in breach of the legal or regulatory requirements
of any jurisdiction in connection with the Placing, and the
acquisition of the Placing Shares by it or any person acting on its
behalf will be in compliance with applicable laws and regulations
in the jurisdiction of its residence, the residence of the Company,
or otherwise;
(q) it has all necessary capacity and has obtained all necessary
consents and authorities to enable it to commit to its
participation in the Placing and to perform its obligations in
relation thereto (including, without limitation, in the case of any
person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in the
Prospectus or this Announcement) and will honour such
obligations;
(r) (i) that it is able to make the undertakings, confirmations,
acknowledgements, representations and warranties in this Appendix
and have obtained all necessary consents and authorities to enable
it to commit to participate in the Placing and to perform its
obligations in relation thereto; (ii) that it has not relied on any
information given or any representations or statements made at any
time by any person in connection with Admission, the Company, the
Placing Shares, the Placing or otherwise, other than the
information contained in this Announcement (including this
Appendix), the Publicly Available Information and the Exchange
Information; and (iii) that in participating in the Placing, it has
read and will be relying solely on the information contained in
this Announcement, the Publicly Available Information and the
Exchange Information;
(s) it (and any person acting on its behalf) will make payment
for the Placing Shares allocated to it in accordance with the terms
and conditions set out in this Announcement (including this
Appendix) at the due time and on the due date set out herein,
failing which the relevant Placing Shares may be placed with other
persons or sold as the Joint Bookrunners may in its absolute
discretion determine and without liability to such Placee;
(t) the person whom it specifies for registration as holder of
the Placing Shares will be: (i) itself; or (ii) its nominee, as the
case may be. None of the Company, the Manager or the Joint
Bookrunners will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar taxes resulting from a
failure to observe this requirement. Each Placee and any person
acting on behalf of such Placee agrees to participate in the
Placing and it agrees to indemnify on an after-tax basis and hold
harmless the Company, the Manager, the Joint Bookrunners and their
respective affiliates, agents, directors, officers and employees in
respect of the same on an after-tax basis on the basis that the
Placing Shares will be allotted to the CREST stock account of the
Joint Bookrunners who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
(u) in making any decision to subscribe for the Placing Shares,
it has knowledge and experience in financial, business and
international investment matters as is required to evaluate the
merits and risks of subscribing for the Placing Shares. It further
confirms that it is experienced in investing in securities of this
nature in this sector and is aware that it may be required to bear,
and is able to bear, the economic risk of participating in, and is
able to sustain a complete loss in connection with, the Placing. It
further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and
the terms of the Placing, including the merits and risks involved,
and not upon any view expressed or information provided by or on
behalf of the Joint Bookrunners (or either of them);
(v) its commitment to acquire the Placing Shares on the terms
and conditions set out in this Announcement and in the contract
note will continue notwithstanding any amendment that may in future
be made to the terms of the Placing and Placees will have no right
to be consulted or require that their consents be obtained with
respect to the Company's or the Joint Bookrunners' conduct of the
Placing;
(w) these terms and conditions and any agreements entered into
by it pursuant to such terms and conditions and any non-contractual
obligations arising out of or in connection with such agreements
shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf
of any person on whose behalf it is acting) to the exclusive
jurisdiction of the English courts as regards any claim, dispute or
matter arising out of any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the
Placing Shares (together with any interest chargeable thereon) may
be taken by the Company, the Manager, or the Joint Bookrunners in
any jurisdiction in which the relevant Placee is incorporated or in
which any of its securities have a quotation on a recognised stock
exchange;
(x) the Company, the Manager, the Joint Bookrunners and their
respective affiliates and others will rely upon the truth and
accuracy of the acknowledgements, warranties and agreements set
forth in this Announcement and which are given to the Company, the
Manager and the Joint Bookrunners and are irrevocable. It
irrevocably authorises the Company and each of the Manager and the
Joint Bookrunners to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein. It agrees that if any
of the acknowledgements, representations, warranties and agreements
made in connection with its subscribing and/or acquiring of Placing
Shares is no longer accurate, it shall promptly notify the Company,
the Manager and the Joint Bookrunners;
(y) it will indemnify on an after-tax basis and hold the
Company, the Manager, the Joint Bookrunners and their respective
affiliates, agents, directors, officers and employees harmless from
any and all costs, claims, liabilities and expenses (including
legal fees and expenses) arising out of or in connection with any
breach of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion
of the Placing; and
(z) none of the Company, the Manager nor the Joint Bookrunners
owes any fiduciary or other duties to any Placee in respect of any
acknowledgements, confirmations, undertakings, representations,
warranties or indemnities in the Placing Agreement.
The foregoing acknowledgements, confirmations, undertakings,
representations and warranties are given for the benefit of each of
the Company, the Manager and the Joint Bookrunners (for their own
benefit and, where relevant, the benefit of their respective
affiliates and any person acting on their behalf) and are
irrevocable. In the event of inconsistency between the terms and
conditions of the Placing set out in this Announcement and the
terms and conditions set out in the Prospectus, the terms and
conditions set out in this Announcement shall prevail.
Please also note that the agreement to allot and issue Placing
Shares to Placees (or the persons for whom Placees are contracting
as nominee or agent) free of stamp duty and stamp duty reserve tax
relates only to their allotment and issue to Placees, or such
persons as they nominate as their agents, direct from the Company
for the Placing Shares in question. Such agreement is subject to
the representations, warranties and further terms above and assumes
and is based on the warranty from each Placee that the Placing
Shares are not being subscribed for in connection with arrangements
to issue depositary receipts or to issue or transfer the Placing
Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealing in the
Placing Shares, stamp duty or stamp duty reserve tax or other
similar taxes may be payable, for which neither the Company, the
Manager nor the Joint Bookrunners will be responsible and the
Placees shall indemnify on an after-tax basis and hold harmless the
Company, the Manager and the Joint Bookrunners and their respective
affiliates, agents, directors, officers and employees for any stamp
duty or stamp duty reserve tax paid by them in respect of any such
arrangements or dealings. Each Placee should seek its own advice as
to whether any of the above tax liabilities arise and notify the
Joint Bookrunners accordingly.
Neither the Company, the Manager nor either of the Joint
Bookrunners is liable to bear any capital duty, stamp duty and all
other stamp, issue, securities, transfer, registration, documentary
or other duties or taxes (including any interest, fines or
penalties relating thereto) payable in or outside the United
Kingdom by any Placee or any other person on a Placee's acquisition
of any Placing Shares or the agreement by a Placee to acquire any
Placing Shares. Each Placee agrees to indemnify on an after-tax
basis and hold harmless the Company, the Manager, the Joint
Bookrunners and their respective affiliates, agents, directors,
officers and employees from any and all such stamp, issue,
securities, transfer, registration, documentary or other duties or
taxes (including interest, fines or penalties relating thereto).
Each Placee should seek its own advice as to whether any of the
above tax liabilities arise and notify the Joint Bookrunners
accordingly.
When a Placee or person acting on behalf of the Placee is
dealing with either of the Joint Bookrunners, any money held in an
account with either of the Joint Bookrunners on behalf of the
Placee and/or any person acting on behalf of the Placee will not be
treated as client money within the meaning of the rules and
regulations of the FCA made under FSMA. The Placee acknowledges
that the money will not be subject to the protections conferred by
the client money rules; as a consequence, this money will not be
segregated from the Joint Bookrunners' money in accordance with the
client money rules and will be used by the relevant Joint
Bookrunners in the course of its own business; and the Placee will
rank only as a general creditor of the relevant Joint
Bookrunner.
Past performance is no guide to future performance and persons
needing advice should consult an independent financial adviser.
All times and dates in this Announcement (including this
Appendix) may be subject to amendment by the Joint Bookrunners and
the Company. The Joint Bookrunners shall notify the Placees and any
person acting on behalf of the Placees of any changes.
In this Announcement, "after-tax basis" means in relation to any
payment made to the Company, the Joint Bookrunners or their
respective affiliates, agents, directors, officers and employees
pursuant to this Announcement where the payment (or any part
thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into
account any tax chargeable (or which would be chargeable but for
the availability of any relief unrelated to the loss, damage, cost,
charge, expense or liability against which the indemnity is given
on such amount (including on the increased amount) there shall
remain a sum equal to the amount that would otherwise have been so
payable.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
IOELFFFLELIIFIA
(END) Dow Jones Newswires
May 21, 2019 02:01 ET (06:01 GMT)
Grafico Azioni Tritax Eurobox (LSE:BOXE)
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