171875 Project Hurley Prospectus Intro a 171875 Project Hurley Prospectus Intro a 25/01/2019 10:59 Page 1
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171875 Project Hurley Prospectus Intro A_171875 Project Hurley Prospectus Intro A 25/01/2019 10:59 Page 1 171875 Proof 13 Friday, January 25, 2019 10:59 THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately contact your stockbroker, accountant or other independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 (as amended) (“FSMA”) if you are in the United Kingdom, or another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. This document constitutes a prospectus relating to Tritax Big Box REIT plc (the “Company”) (the “Prospectus”) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the “FCA”) made under section 73A of FSMA, which has been approved by the FCA in accordance with section 85 of FSMA. The Prospectus will be made available to the public in accordance with Rule 3.2 of the Prospectus Rules at www.tritaxbigbox.co.uk. The Prospectus has been issued in connection with the issue of 192,291,313 New Ordinary Shares as part of the Placing and A3.6.2 Open Offer equivalent to Gross Proceeds of approximately £250 million and in connection with the issue of 40,450,234 Consideration Shares pursuant to the Acquisition. The Prospectus also relates to the prior issues of 1,271,010 Ordinary Shares pursuant to the Fee Share Issue. Application will be made to the FCA for the New Ordinary Shares and the Consideration Shares to be admitted to the premium listing segment of the Official List of the FCA and to the London Stock Exchange and for the New Ordinary Shares and the Consideration Shares to be admitted to trading on the London Stock Exchange’s main market for listed securities. It is expected that (i) Admission will become effective, and that dealings in the New Ordinary Shares to be issued pursuant to the Issue will commence at 8.00 a.m. on 13 February 2019 and (ii) admission of the Consideration Shares to be issued pursuant to the Acquisition will become effective as soon as practicable following completion of the Acquisition. The Company, each of the Directors and the Proposed Director, whose names appear on page 48 of this Prospectus, accept A3.1.1 responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Company, the A3.1.2 Directors and the Proposed Director (who have taken all reasonable care to ensure that such is the case), the information A1.1.1 contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such A1.1.2 information. Potential investors should read the whole of this Prospectus and, in particular, their attention is drawn to the risk factors set out on pages 30-45 of this Prospectus. TRITAX BIG BOX REIT PLC A1.5.1.1 (Incorporated in England and Wales under the Companies Act 2006 with registered number 8215888 and A3.4.2 registered as an investment company under section 833 of the Companies Act 2006) A1.5.1.2 A1.5.1.4 PROSPECTUS Placing and Open Offer of 192,291,313 New Ordinary Shares at an Issue Price of 130 pence per New Ordinary Share and Issue of 40,450,234 Consideration Shares pursuant to the Acquisition and Information relating to prior issues of 1,271,010 Ordinary Shares Sponsor, Sole Global Coordinator and Bookrunner JEFFERIES INTERNATIONAL LIMITED Joint Financial Advisers JEFFERIES INTERNATIONAL LIMITED and AKUR LIMITED Jefferies International Limited (“Jefferies”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else in connection with the Issue, will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Jefferies, nor for providing advice in connection with the Issue, the contents of the Prospectus or any matters referred to therein. Akur Limited (“Akur”), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no-one else in connection with the Issue, will not regard any other person (whether or not a recipient of this Prospectus) as a client in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Akur, nor for providing advice in connection with the Issue, the contents of the Prospectus or any matters referred to therein. Apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies and Akur by FSMA, or the regulatory regime established thereunder, or under the regulatory regime of any other jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, each of Jefferies and Akur and any person affiliated with them do not accept any responsibility whatsoever and make no representation or warranty, express or implied, for the contents of this Prospectus, including its accuracy or completeness, or for any other statement made or purported to be made by any of them, or on behalf of them, by or on behalf of the Company or any other person in connection with the Company, the New Ordinary Shares or the Issue and nothing contained in this Prospectus is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of Jefferies and Akur and any of their respective affiliates accordingly disclaim to the fullest extent permitted by law all and any responsibility or liability whatsoever whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Prospectus or any such statement. 171875 Project Hurley Prospectus Intro A_171875 Project Hurley Prospectus Intro A 25/01/2019 10:59 Page 2 171875 Proof 13 Friday, January 25, 2019 10:59 Investors should rely only on the information contained in this Prospectus. No person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied upon as having been so authorised by the REIT Group, the Manager or the Joint Financial Advisers. Without prejudice to the Company’s obligations under the Prospectus Rules, neither the delivery of this Prospectus nor any subscription for or purchase of New Ordinary Shares pursuant to the Issue, under any circumstances, creates any implication that there has been no change in the affairs of the REIT Group since, or that the information contained herein is correct at any time subsequent to, the date of this Prospectus. 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 Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary 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 Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Jefferies 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 Ordinary Shares. Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Ordinary Shares and determining appropriate distribution channels. PRIIPs Regulation In accordance with the PRIIPs Regulation, the Manager has prepared a key information document (the “KID”) in respect of an investment in the Company. The KID is made available by the Manager to ‘retail investors’ prior to them making an investment decision in respect of the Company at www.tritaxbigbox.co.uk. If you are distributing Ordinary Shares, it is your responsibility to ensure the KID is provided to any clients that are ‘retail clients’.