Tritax Big Box REIT : Proposed Placing



20 NOVEMBER 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER FOR SALE OR SUBSCRIPTION OF, OR SOLICITATION OF ANY OFFER TO BUY OR SUBSCRIBE FOR, ANY SHARES IN THE COMPANY OR SECURITIES IN ANY OTHER ENTITY, 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 RECOMMENDATION REGARDING ANY SECURITIES. ANY INVESTMENT DECISION MUST BE MADE EXCLUSIVELY ON THE BASIS OF THE PROSPECTUS PUBLISHED BY THE COMPANY ON 8 JULY 2014 IN CONNECTION, INTER ALIA, WITH ITS SHARE ISSUANCE PROGRAMME (THE "PROSPECTUS").

TRITAX BIG BOX REIT PLC

PROPOSED PLACING

Further to the statement made by Tritax Big Box REIT plc (the "Company ") on 13 November 2014 as part of the Company's Trading Update, the Board of Directors is pleased to announce that it intends to proceed with an institutional placing (the "Placing ") of new ordinary shares (the "Placing Shares ") at a price of 105 pence per share (the "Placing Price "). The Placing will comprise the initial tranche of the Company's Share Issuance Programme announced on 8 July 2014.

As noted in the Trading Update, the Company is currently in advanced negotiations in relation to the acquisition of three additional assets, each of which is under offer and in exclusivity and will be funded by the balance of the equity proceeds raised in July 2014.

In addition, the Manager is engaged in detailed discussions with the current owners of a number of other suitable assets available for potential acquisition in the near term. Such assets are generally greater than 500,000 sq. ft. in size, on long-term leases and with inflation linked rental uplifts. Accordingly the Company is seeking to raise additional equity via the Placing with a target fundraising size of up to £110 million.

The Board believes that the Placing will have the following principal benefits for Shareholders:

·           the net proceeds of the Placing will be used to invest further in UK Big Box assets, diversifying the Company's portfolio, providing strategic flexibility and capitalising on the Company's leading position in the UK Big Box market;

·           the Placing and the Share Issuance Programme allows the Company to tailor future equity issuance to its immediate pipeline, providing flexibility and minimising cash drag;

·           the Placing is expected to be Net Asset Value accretive for existing Shareholders (net of fees and expenses associated with the Placing);

·           an increase in the size of the Company should enhance the marketability of the Company's ordinary shares and result in a broader investor base over the longer term; and

·           an increase in the size of the Company will spread its fixed operating expenses over a larger issued share capital.

The Directors and the Manager are confident that the net proceeds of the Placing will be substantially invested or committed by February 2015.

The Placing Price reflects a 3.4 per cent. discount to the closing price of 108.75 pence per ordinary share on 19 November 2014.

The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing ordinary shares in the capital of the Company, including the right to receive all future dividends and distributions declared, made or paid (but not the second interim dividend of 1.5 pence per ordinary share declared today in respect of the period from 1 July 2014 to 31 October 2014).

The Company is currently targeting a third interim dividend of 0.8 pence per ordinary share for the two month period ending 31 December 20141.  In addition, the Company confirms that it is targeting a dividend of not less than 6.0 pence per ordinary share for the year ending 31 December 20151.

Note:

1 The target dividends are targets only and not profit forecasts. There can be no assurance that these targets will be met and they should not be taken as an indication of the Company's expected or actual future results. Potential investors should not place any reliance on these targets and any investment decision should be made exclusively on the basis of the Prospectus.

Expected Timetable

Placing opens	20 November 2014
Latest time and date for receipt of Placing commitments	3.00 p.m. on 27 November 2014
Announcement of the results of the Placing	28 November 2014
Admission of the ordinary shares to the Official List and to trading on the London Stock Exchange's main market for listed securities	8.00 a.m. on 2 December 2014
Crediting of CREST stock accounts	2 December 2014
Share certificates despatched (where appropriate)	week commencing 8 December 2014 (or as soon as possible thereafter)

The Company, in consultation with the Manager and the Joint Financial Advisers, 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.

Dealing codes

Ticker	BBOX
ISIN for the ordinary shares	GB00BG49KP99
SEDOL for the ordinary shares	BG49KP9

Further details of the Share Issuance Programme are set out in the Prospectus which is available on the Company's website atwww.tritaxbigbox.co.uk. Any defined terms used in this announcement are as set out in the Prospectus.

For further information, please contact:

Tritax Group Colin Godfrey (Partner, Fund Manager)	via Newgate Communications
N ewgate Communications (Financial PR) James Benjamin Clotilde Gros Georgia Lewis	Tel: [phone] Email:[e-mail]
Jefferies International Limited (Joint Financial Adviser and Sole Bookrunner) Gary Gould Stuart Klein Alex Collins	Tel: [phone]
Akur Limited (Joint Financial Adviser) Anthony Richardson Tom Frost	Tel: [phone]

NOTES:

Tritax Big Box REIT plc is a real estate investment trust to which Part 12 of the UK Corporation Tax Act 2010 applies ("REIT "). The Company invests in a portfolio of well-located, modern "Big Box" assets, typically greater than 500,000 sq. ft., let to institutional-grade tenants on long-term leases (typically between 12 and 25 years in length) with upward-only rent reviews (giving inflation linked earnings growth), and with geographic and tenant diversification throughout the UK. The Company seeks to exploit the significant opportunity in this sub-sector of the UK logistics market owing to strong tenant demand in high growth areas of the economy and limited stock supply. The Company is the first listed vehicle to give pure exposure to the "Big Box" asset class in the UK.

Further information on Tritax Big Box REIT is available atwww.tritaxbigbox.co.uk

IMPORTANT NOTICE

The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material set forth herein is for information purposes only and is not intended, and should not be construed, as an offer of securities for sale in the United States or any other jurisdiction. 

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), Australia, Canada, South Africa, New Zealand or Japan. The distribution of this announcement 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 these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not contain or constitute an offer for sale of, or the solicitation of an offer or an invitation to buy or subscribe for, Placing Shares to any person in the United States, Australia, Canada, South Africa, New Zealand or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company will not be registered under the US Investment Company Act of 1940, as amended. In addition, the Shares referred to herein have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or under the securities laws of any state of the United States and may not be offered or sold in the United States or to or for the account or benefit of US persons absent registration or an exemption from the registration requirements of the Securities Act and in compliance with any applicable State securities laws. There will be no public offer of the Placing Shares in the United States, Australia, Canada, South Africa, New Zealand or Japan.

The offer and sale of Placing Shares referred to herein has not been and will not be registered under the applicable securities laws of any state, province or territory of Australia, Canada, South Africa, New Zealand or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia, Canada, South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, South Africa, New Zealand or Japan.

In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).

No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, the proposals referred to herein are tentative and are subject to verification, material updating, revision and amendment.

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 Company has limited investment history and, for a variety of reasons, the comparability of the information on the Company's performance to date to its future performance is by its nature very limited. Without limitation, results can be positively or negatively affected by market conditions beyond the control of the Company, Tritax Management LLP (the "Manager") which may be different in many respects from those that prevail at present or in the future, with the result that the performance of investment portfolios originated now may be significantly different from those originated in the past. The past performance of Tritax is not 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 initial public offering and prospective investors should note that the value of Shares can decrease as well as increase. 

Each of Jefferies and Akur is authorised and regulated by the Financial Conduct Authority, and is acting exclusively for the Company and no-one else in connection with the Placing. They will not regard any other person as their respective clients in relation to the Placing 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, the contents of this announcement or any transaction, arrangement or other matter referred to herein. 

In connection with the Placing, each of Jefferies and Akur and any of their respective affiliates, acting as investors for their own accounts, may purchase Placing Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Placing Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in the announcement to the Placing Shares being issued, 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, Akur and any of their affiliates acting as investors for their own accounts. Jefferies and Akur do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

None of the Company, the Manager, Jefferies, Akur and any of 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 the announcement) or any other information relating to the Company, its 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 Company, the Manager, Jefferies, Akur and their respective affiliates accordingly disclaim all and any liability 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.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. By their nature, forward- looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual investment performance, results of operations, financial condition, liquidity, dividend policy and the development of its financing strategies may differ materially from the impression created by the forward-looking statements contained in this announcement. In addition, even if the investment performance, result of operations, financial condition, liquidity and dividend policy of the Company and development of its financing strategies, 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.

These forward-looking statements speak only as at the date of this announcement. Subject to its legal and regulatory obligations (including under the Prospectus Rules and the Disclosure and Transparency Rules of the UK Listing Authority), the Company expressly disclaims any obligations to update or revise any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based. Each of the Investment Manager, Jefferies, Akur and their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.

This Announcement does not constitute a recommendation concerning the Placing. The price and value of shares and income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is not a guide to future performance. 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 information is provided by RNS

The company news service from the London Stock Exchange

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