REG - Tritax Big Box REIT UK Comm Prop REIT Ld - Publication of Combined Prospectus and Circular

UK Commercial Property REITAnnouncement

09/04/2024 15:30

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RNS Number : 9069J  Tritax Big Box REIT plc  09 April 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

 

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS, PROSPECTUS
EQUIVALENT DOCUMENT OR SCHEME DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE COMBINATION OR THE NEW BBOX SHARES
EXCEPT ON THE BASIS OF INFORMATION IN THE COMBINED CIRCULAR AND PROSPECTUS AND
THE SCHEME DOCUMENT.

 

9 April 2024

TRITAX BIG BOX REIT PLC

("BBOX", or the "Company")

 

Further to the announcement on 21 March 2024 in relation to the proposed
recommended all-share combination of BBOX and UK Commercial Property REIT
Limited ("UKCM") (the "Rule 2.7 Announcement"), BBOX announces that the
combined circular and prospectus (the "Combined Circular and Prospectus") was
approved by the Financial Conduct Authority earlier today.

 

The Combined Circular and Prospectus, incorporating the Notice of General
Meeting to be held at the offices of Ashurst LLP, London Fruit & Wool
Exchange, 1 Duval Square, London, E1 6PW at 10.30 a.m.* on 1 May 2024 (or
as soon thereafter as the preceding annual general meeting is
concluded), will be posted to BBOX Shareholders today.

 

BBOX also notes that a copy of the Scheme Document is expected to be posted or
made available by UKCM to its shareholders today. The Scheme Document
contains, amongst other things, notices convening the UKCM Court Meeting and
the UKCM General Meeting.

 

 

The expected timetable of principal events is as follows:

 

 

 Publication of the Combined Circular and Prospectus and Notice of General  9 April 2024
 Meeting

 Latest time and date for receipt of forms of proxy for the BBOX General    10.30 a.m. on 29 April 2024
 Meeting

 BBOX General Meeting*                                                      10.30 a.m. on 1 May 2024

* The BBOX Annual General Meeting ("AGM") is scheduled to be held at 10.00
a.m. on 1 May 2024 at the offices of Ashurst LLP and, therefore, if later, the
BBOX General Meeting will start as soon thereafter as the AGM is concluded.

All references in this announcement to times are to times in London (unless
otherwise stated).

 

Subject to the requisite approval of Scheme Shareholders at the UKCM Court
Meeting and of the UKCM Shareholders at the UKCM General Meeting, which are
expected to be held on 2 May 2024, the satisfaction or waiver (if capable of
waiver) of the other Conditions set out in the Scheme Document and the
sanction of the Scheme by the Guernsey Court at the Sanction Hearing, the
Scheme is currently expected to become Effective on or around 16 May 2024. An
expected timetable of principal events for the Scheme is set out in the Scheme
Document and the Combined Circular and Prospectus.

 

The Combined Circular and Prospectus (and Scheme Document) will shortly be
made available on the Company's website at
https://www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/
(https://www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/)
. A copy of the Combined Circular and Prospectus will shortly be submitted to
the National Storage Mechanism and available for

inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Capitalised terms used in this announcement have the meanings given to them in
the Combined Circular and Prospectus.

Enquiries:

 

 BBOX
 Colin Godfrey, CEO                                                         +44 (0) 20 8051 5060
 Frankie Whitehead, Chief Financial Officer
 Ian Brown, Head of Corporate Strategy & Investor Relations
 Jefferies (Joint Lead Financial Adviser and Corporate Broker)              +44 (0) 20 7029 8000

 Philip Noblet

 Rishi Bhuchar

 Paul Bundred

 Stuart Klein

 Andrew Morris

 James Umbers
 J.P. Morgan Cazenove (Joint Lead Financial Adviser and Corporate Broker)   +44 (0) 203 493 8000

 Massimo Saletti

 James A. Kelly

 Paul Pulze

 Jonty Edwards
 Akur (Financial Adviser)                                                   +44 (0) 20 7493 3631
 Anthony Richardson

 Siobhan Sergeant
 Kekst CNC (Media Enquiries)
 Richard Campbell                                                           +44 (0) 7775 784 933

 Guy Bates                                                                  +44 (0) 7581 056 415

 

Important Notice

 

Jefferies International Limited ("Jefferies") and Akur Limited ("Akur") which
are each authorised and regulated by the FCA in the United Kingdom, are
acting exclusively for BBOX and no one else in connection with the matters set
out in this Announcement and will not be responsible to anyone other than BBOX
for providing the protections afforded to clients of Jefferies or Akur nor for
providing advice in relation to any matter referred to in this Announcement.
Neither Jefferies nor Akur nor any of their affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Jefferies or Akur in connection with this Announcement, any
statement contained herein or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking
business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is
authorised in the United Kingdom by the Prudential Regulation Authority (the
"PRA") and regulated by the PRA and the FCA, is acting as financial adviser
exclusively for BBOX and no one else in connection with the Combination and
will not regard any other person as its client in relation to the Combination
and will not be responsible to anyone other than BBOX for providing the
protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor
for providing advice in relation to the Combination or any other matter or
arrangement referred to in this Announcement.

 

This Announcement is for information purposes only and is not intended to and
does not constitute or form part of an offer, invitation or the solicitation
of an offer or invitation to purchase, or otherwise acquire, subscribe for,
sell or otherwise dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Combination or otherwise nor
shall there be any purchase, sale, issuance, exchange or transfer of
securities of BBOX or UKCM or such solicitation pursuant to the Combination
in any jurisdiction in which such offer, invitation, solicitation, purchase,
sale, issuance, exchange or transfer is unlawful. The Combination will be
implemented solely pursuant to the terms of the Scheme Document (or, in the
event that the Combination is to be implemented by means of a Takeover Offer,
the relevant offer document), which together with the forms of proxy
accompanying the Scheme Document (or form of acceptance, if applicable), will
contain the full terms and conditions of the Combination, including details of
how to vote in respect of the Combination. Any decision in respect of, or
other response to, the Combination should be made on the basis of the
information contained in the Scheme Document and the Combined Circular and
Prospectus.

 

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and
publication of this Announcement shall not give rise to any implication that
there has been no change in the facts set forth in this Announcement since
such date.

Overseas Jurisdictions

The release, publication or distribution of this Announcement in, into or from
jurisdictions other than the United Kingdom  may be restricted by law and/or
regulation and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom  should inform themselves about
and observe any applicable legal or regulatory requirements. Any failure to
comply with the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law the companies and persons involved in the Combination disclaim
any responsibility or liability for the violation of such restrictions by any
person. This Announcement has been prepared for the purpose of complying with
English law and the Takeover Code and the information disclosed may not be the
same as that which would have been disclosed if this Announcement had been
prepared in accordance with the laws of jurisdictions outside England and
Wales.

Unless otherwise determined by BBOX or required by the Takeover Code, and
permitted by applicable law and regulation, the New BBOX Shares to be issued
pursuant to the Combination to UKCM Shareholders will not be made available,
directly or indirectly, in, into or from any jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in favour of the
Combination by any such use, means, instrumentality or form within any
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and any formal
documentation relating to the Combination are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from any jurisdiction where to do so would constitute a violation of
the laws of that jurisdiction, and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send such documents in, into or from any such jurisdictions.
Doing so may render invalid any related purported vote in respect of the
Combination.

The availability of New BBOX Shares pursuant to the Combination to UKCM
Shareholders who are not resident in the United Kingdom or Guernsey, or the
ability of those persons to hold such shares may be affected by the laws or
regulatory requirements of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United
Kingdom or Guernsey should inform themselves of, and observe, any
applicable legal or regulatory requirements. UKCM Shareholders who are in
doubt about such matters should consult an appropriate independent
professional adviser in the relevant jurisdiction without delay.

Additional Information for US Investors

The Combination relates to the shares of a Guernsey company with a listing
on the London Stock Exchange and is proposed to be implemented pursuant to a
scheme of arrangement provided for under Guernsey company law. A transaction
effected by means of a scheme of arrangement is not subject to the proxy
solicitation or the tender offer rules under the US Exchange Act. Accordingly,
the Combination is subject to the procedural and disclosure requirements,
rules and practices applicable in the United Kingdom or Guernsey involving
a target company incorporated in Guernsey and listed on the London Stock
Exchange, which differ from the requirements of US proxy solicitation or
tender offer rules. Financial information included in this Announcement and
the Combined Circular and Prospectus has been or will be prepared in
accordance with UK IFRS or EU IFRS and thus may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles
in the United States. Generally accepted accounting principles in the United
States differ in certain significant respects from UK IFRS and EU IFRS.

If, in the future, BBOX elects, with the consent of the Panel, to implement
the Combination by means of a Takeover Offer and determines to extend such
Takeover Offer into the United States, such Takeover Offer will be made in
compliance with all applicable laws and regulations, including, without
limitation, to the extent applicable, Section 14(e) of the US Exchange Act and
Regulation 14E thereunder, and subject, in the case of participation by UKCM
Shareholders resident in the United States, to the availability of an
exemption (if any) from the registration requirements of the US Securities Act
and of the securities laws of any state or other jurisdiction of the United
States. Such Takeover Offer would be made by BBOX and no one else. In addition
to any such Takeover Offer, BBOX, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in UKCM outside such Takeover Offer during
the period in which such Takeover Offer would remain open for acceptance. If
such purchases or arrangements to purchase were to be made, they would be made
outside the United States and would comply with applicable law, including
the US Exchange Act. Any information about such purchases will be disclosed as
required in the United Kingdom and Guernsey, will be reported to a
Regulatory Information Service of the FCA and will be available on the
London Stock Exchange website: www.londonstockexchange.com
(http://www.londonstockexchange.com) .

The New BBOX Shares have not been and will not be registered under the US
Securities Act or under the securities laws of any state or other jurisdiction
of the United States. Accordingly, the New BBOX Shares may not be offered,
sold, resold, delivered, distributed or otherwise transferred, directly or
indirectly, in or into or from the United States absent registration under
the US Securities Act or an exemption therefrom and in compliance with the
securities laws of any state or other jurisdiction of the United States. The
New BBOX Shares are expected to be issued in reliance upon the exemption from
the registration requirements of the US Securities Act provided by section
3(a)(10) thereof.

None of the securities referred to in this Announcement have been approved or
disapproved by the SEC, any state securities commission in the United
States or any other US regulatory authority, nor have such authorities passed
upon or determined the fairness or merits of such securities or the
Combination or upon the adequacy or accuracy of the information contained in
this Announcement. Any representation to the contrary is a criminal offence
in the United States.

It may be difficult for US holders of UKCM Shares to enforce their rights and
claims arising out of the US federal securities laws, since BBOX and UKCM are
organised in countries other than the United States, and some or all of their
officers and directors may be residents of, and some or all of their assets
may be located in, jurisdictions other than the United States. US holders of
UKCM Shares may have difficulty effecting service of process within the
United States upon those persons or recovering against judgments of US
courts, including judgments based upon the civil liability provisions of the
US federal securities laws. US holders of UKCM Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgment.

The receipt of New BBOX Shares pursuant to the Combination by a US UKCM
Shareholder may be a taxable transaction for US federal income tax purposes,
and may also be a taxable transaction under applicable state and local tax
laws, as well as foreign and other tax laws. Each UKCM Shareholder is urged to
consult its independent professional adviser immediately regarding the tax
consequences of the Combination.

Forward looking statements

This Announcement, the Combined Circular and Prospectus and the Scheme
Document, oral statements regarding the Combination and other information
published by BBOX and UKCM contain certain forward looking statements with
respect to the financial condition, strategies, objectives, results of
operations and businesses of BBOX and UKCM and their respective groups and
certain plans and objectives with respect to the Combined Group. These forward
looking statements can be identified by the fact that they do not relate only
to historical or current facts. Forward looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections of the management of BBOX and UKCM about future
events, and are therefore subject to risks and uncertainties which could cause
actual results to differ materially from the future results expressed or
implied by the forward looking statements. The forward looking statements
contained in this Announcement include statements relating to the expected
effects of the Combination on BBOX and UKCM, the expected timing and scope of
the Combination and other statements other than historical facts. Forward
looking statements often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue",
"will", "may", "should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by BBOX, and/or
UKCM in light of their experience and their perception of historical trends,
current conditions, future developments and other factors they believe
appropriate. By their nature, forward looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
are expected to occur in the future and the factors described in the context
of such forward looking statements in this Announcement could cause actual
results and developments to differ materially from those expressed in or
implied by such forward looking statements. Although it is believed that the
expectations reflected in such forward looking statements are reasonable, no
assurance can be given that such expectations will prove to have been correct
and readers are therefore cautioned not to place undue reliance on these
forward looking statements.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward looking statements are changes in global,
political, economic, business and/or competitive conditions, market and
regulatory forces, future exchange and interest rates, changes in tax rates
and future business combinations or dispositions.

Each forward looking statement speaks only as at the date of this
Announcement. Neither BBOX nor UKCM, nor their respective groups assumes any
obligation to update or correct the information contained in this Announcement
(whether as a result of new information, future events or otherwise), except
as required by applicable law or by the rules of any competent regulatory
authority.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day (as defined in the Takeover Code) following the commencement of
the Offer Period and, if appropriate, by no later than 3.30 p.m.
(London time) on the 10th Business Day (as defined in the Takeover Code)
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the Business Day (as defined
in the Takeover Code) following the date of the relevant dealing. If two or
more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will be deemed to
be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Panel's
website at www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the Offer Period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Requesting Hard Copy Documents

In accordance with Rule 30.3 of the Takeover Code, BBOX Shareholders and
persons with information rights may request a hard copy of this Announcement
by contacting BBOX's registrars, Computershare Investor Services PLC, c/o The
Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or by calling Computershare
Investor Services PLC on +44 (0)370 702 0147. Calls are charged at the
standard geographical rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international rate.
Lines are open between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday
(except public holidays in England and Wales). Please note that
Computershare Investor Services PLC cannot provide any financial, legal or tax
advice. Calls may be recorded and monitored for security and training
purposes. For persons who receive a copy of this Announcement in electronic
form or via a website notification, a hard copy of this Announcement will not
be sent unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Combination should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if not, from another appropriately authorised independent
financial adviser.

Publication on website

A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available,
subject to certain restrictions relating to persons resident in Restricted
Territories, for inspection on BBOX's website
at https://www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/
(https://www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/)
and on UKCM's website at https://www.ukcpreit.com/en-gb/merger/access
(https://www.ukcpreit.com/en-gb/merger/access) by no later than 12 noon
(London time) on the Business Day following this Announcement. For the
avoidance of doubt, the contents of the websites referred to in this
Announcement are not incorporated into and do not form part of this
Announcement.

The Offer is subject to the provisions of the Code.

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