TIDMEBOX TIDMBOXE
RNS Number : 7888P
Tritax EuroBox PLC
19 February 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE
REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO
SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR
REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR A
PROSPECTUS-EQUIVALENT DOCUMENT. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN
OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO
BUY OR SUBSCRIBE FOR, ANY ORDINARY SHARES IN THE COMPANY, IN ANY
JURISDICTION, INCLUDING THE UNITED STATES, NOR SHALL IT, OR ANY
PART OF IT, OR THE FACT OF ITS DISTRIBUTION, FORM THE BASIS OF, OR
BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT
DECISION WHATSOEVER, IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE A RECOMMATION REGARDING ANY SECURITIES. ANY
INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE
PROSPECTUS PUBLISHED BY THE COMPANY IN CONNECTION WITH THE
ISSUE.
FOR IMMEDIATE RELEASE.
19 February 2021
TRITAX EUROBOX PLC
(the " Company ")
Publication of Prospectus
Further to the announcement earlier today regarding the proposed
placing, open offer, offer for subscription and intermediaries
offer of new ordinary shares (the "Issue") and a proposed placing
programme of further ordinary shares and/or C shares (the "Placing
Programme") , the Board of Directors (the "Directors") of Tritax
EuroBox plc (tickers: EBOX (Sterling) and BOXE (Euro)) announces
the publication of a prospectus (the "Prospectus") containing full
details of the Issue.
Details of the Issue and the Placing Programme are set out in
the Prospectus. A copy of the Prospectus will be submitted to the
National Storage Mechanism and will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism as well as
on the Company's website at https://www.tritaxeurobox.co.uk shortly
thereafter.
Unless otherwise defined, capitalised terms used in this
announcement shall have the same meaning as set out in the
Prospectus.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Tritax Group Via Maitland/AMO
Nick Preston
Mehdi Bourassi
Jefferies International Limited ("Jefferies")
(Joint Global Coordinator, Joint Bookrunner
and Joint Financial Adviser)
Stuart Klein
Tom Yeadon +44 (0) 20 7029 8000
Van Lanschot Kempen Wealth Management N.V.
("Kempen & Co") (Joint Global Coordinator,
Joint Bookrunner and Joint Financial Adviser)
Dick Boer
Thomas ten Hoedt +31 (0) 20 348 8500
Akur Limited ("Akur") (Joint Financial
Adviser)
Anthony Richardson
Siobhan Sergeant +44 (0) 20 7493 3631
Maitland/AMO (Communications Adviser) +44 (0) 7747 113 930
James Benjamin tritax-maitland@maitland.co.uk
Further information on Tritax EuroBox plc is available at
www.tritaxeurobox.co.uk
The Company's LEI is: 213800HK59N7H979QU3
Important information
This announcement is not an offer to sell or a solicitation of
any offer to buy the Shares in the Company in the United States,
Australia, Canada, New Zealand or the Republic of South Africa,
Japan, or in any other jurisdiction where such offer or sale would
be unlawful. This announcement does not constitute a prospectus and
investors must subscribe for or purchase any shares referred to in
this announcement only on the basis of information contained in the
Prospectus and not in reliance on this announcement.
This communication is not for publication or distribution,
directly or indirectly, in or into the United States of America.
This communication is not an offer of securities for sale into the
United States. The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration. No
public offering of securities is being made in the United
States.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940 (the "Investment Company Act")
and, as such, holders of the Shares will not be entitled to the
benefits of the Investment Company Act. No offer, sale, resale,
pledge, delivery, distribution or transfer of the Shares may be
made except under circumstances that will not result in the Company
being required to register as an investment company under the
Investment Company Act.
The merits or suitability of any securities must be
independently determined by the recipient on the basis of its own
investigation and evaluation of the proposed investment trust. Any
such determination should involve, among other things, an
assessment of the legal, tax, accounting, regulatory, financial,
credit and other related aspects of the securities.
This announcement may not be used in making any investment
decision. This announcement does not contain sufficient information
to support an investment decision and investors should ensure that
they obtain all available relevant information before making any
investment. This announcement does not constitute and may not be
construed as an offer to sell, or an invitation to purchase or
otherwise acquire, investments of any description, nor as a
recommendation regarding the possible offering or the provision of
investment advice by any party. No information in this announcement
should be construed as providing financial, investment or other
professional advice and each prospective investor should consult
its own legal, business, tax and other advisers in evaluating the
investment opportunity. No reliance may be placed for any purposes
whatsoever on this announcement or its completeness.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are
provided as at the date of the document and are subject to change
and no representation or warranty, express or implied, is or will
be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, the Manager,
Jefferies, Kempen & Co or Akur or any of their affiliates or by
any of their respective officers, employees or agents in relation
to it. No reliance may be placed for any purpose whatsoever on the
information or opinions contained in this announcement or on its
completeness, accuracy or fairness. The document has not been
approved by any competent regulatory or supervisory authority.
The Company has a limited trading history. Potential investors
should be aware that any investment in the Company is speculative,
involves a high degree of risk, and could result in the loss of all
or substantially all of their investment. Results can be positively
or negatively affected by market conditions beyond the control of
the Company or any other person. The returns set out in this
document are targets only. There is no guarantee that any returns
set out in this document can be achieved or can be continued if
achieved, nor that the Company will make any distributions
whatsoever. There may be other additional risks, uncertainties and
factors that could cause the returns generated by the Company to be
materially lower than the returns set out in this announcement.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur. Prospective investors are cautioned not to place undue
reliance on such forward-looking statements.
Each of the Company, the Manager, Jefferies, Kempen & Co or
Akur and their affiliates and their respective officers, employees
and agents expressly disclaim any and all liability which may be
based on this announcement and any errors therein or omissions
therefrom.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities. The price and value of
securities and any income derived from them can go down as well as
up and investors may not get back the full amount invested on
disposal of the securities. Past performance is not a guide to
future performance. Before purchasing any New Shares, persons
viewing this announcement should ensure they fully understand and
accept the risks that will be set out in the Prospectus.
Prospective investors should take note , unless the Company has
consented to such acquisition in writing, that the Company's Shares
may not be acquired by: (i) investors using assets of: (A) an
"employee benefit plan" as defined in Section 3(3) of US Employee
Retirement Income Security Act of 1974, as amended ("ERISA") that
is subject to Title I of ERISA; (B) a "plan" as defined in Section
4975 of the US Internal Revenue Code of 1986, as amended (the "US
Tax Code"), including an individual retirement account or other
arrangement that is subject to Section 4975 of the US Tax Code; or
(C) an entity which is deemed to hold the assets of any of the
foregoing types of plans, accounts or arrangements that is subject
to Title I of ERISA or Section 4975 of the US Tax Code; or (ii) a
governmental, church, non-US or other employee benefit plan that is
subject to any federal, state, local or non-US law that is
substantially similar to the provisions of Title I of ERISA or
Section 4975 of the US Tax Code.
Jefferies and Akur, which are each authorised and regulated in
the United Kingdom by the UK Financial Conduct Authority, and
Kempen & Co, which is authorised and regulated by the
Netherlands Authority for Financial Markets and the Dutch Central
Bank, are acting exclusively for the Company and no one else in
connection with the Issue and Admission. Neither Jefferies, Akur
nor Kempen & Co will regard any other person as their
respective clients in relation to the subject matter of this
Announcement and will not be responsible to anyone other than the
Company for providing the protections afforded to their respective
clients, nor for providing advice in relation to the Issue,
Admission, the contents of this Announcement or any transaction,
arrangement or other matter referred to herein.
In accordance with the Packaged Retail and Insurance-based
Investment Products Regulation (EU) No 1286/2014, the Key
Information Document relating to the Company is available to
investors at https://www.tritaxeurobox.co.uk/ .
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; (c) local implementing measures within the European
Economic Area; and (d) local implementing measures in the United
Kingdom as they form part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended, and regulations
made under that Act (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer"
(for the purposes of the MiFID II Product Governance Requirements)
may otherwise have with respect thereto, the New Shares have been
subject to a product approval process, which has determined that
the New Shares are: (i) compatible with an end target market of
retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined
in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the "Target
Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the New Ordinary Shares may decline
and investors could lose all or part of their investment; the New
Shares offer no guaranteed income and no capital protection; and an
investment in the New Shares is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The Target Market Assessment is
without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Issue and/or the
Placing Programme. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, the Joint Bookrunners will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
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 New Ordinary
Shares.
Each distributor (including the Intermediaries) is responsible
for undertaking its own Target Market Assessment in respect of the
New Ordinary Shares and determining appropriate distribution
channels.
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END
PDISFIFMUEFSESE
(END) Dow Jones Newswires
February 19, 2021 11:07 ET (16:07 GMT)
Grafico Azioni Tritax Eurobox (LSE:BOXE)
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