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Tritax Eurobox PLC — Proxy Solicitation & Information Statement 2022
Feb 22, 2022
5004_rns_2022-02-22_a4ab3d75-0c6f-48b8-b22e-a3805460c5bc.pdf
Proxy Solicitation & Information Statement
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THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or the contents of this document, you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, if you are a resident in the United Kingdom or, if not, another appropriately authorised financial adviser without delay.
This document comprises a circular prepared in accordance with the Listing Rules made under section 73A of the FSMA for the purposes of the General Meeting of Tritax EuroBox plc (the "Company") convened pursuant to the Notice of General Meeting set out at the end of this document. This circular has been approved by the FCA in accordance with section 87A of the FSMA and will be made available to the public.
If you sell or have sold or have otherwise transferred all of your Ordinary Shares, please send this document, together with the accompanying Form of Proxy, if and when received, at once, to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee except that such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations. If you have sold or otherwise transferred only part of your holding, you should retain these documents and immediately consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
This is not a prospectus but a shareholder circular. The distribution of this document and any accompanying documents in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document and/or accompanying documents comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.
TRITAX EUROBOX PLC
________________________________________________________________________________
(incorporated and registered in England and Wales with registered number 11367705)
Approval of Proposed Related Party Transaction
and
Notice of General Meeting
________________________________________________________________________________
This document does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or any solicitation of any offer to sell, otherwise dispose of, issue, purchase, otherwise acquire or subscribe for, any security.
Your attention is drawn to the letter from the Chairman which is set out in Part I ("Letter from the Chairman") of this document and which contains a recommendation from the Board that you vote in favour of the Resolution to be proposed at the General Meeting referred to below. You should read the whole of this document when considering what action you should take in connection with the General Meeting. Your attention is also drawn to the risk factors set out in paragraph 4 of Part I ("Letter from the Chairman") of this document.
Notice of the General Meeting, to be held at the offices of the Company at 3rd Floor, 6 Duke Street St James's, London, SW1Y 6BN at 10.00 a.m. on 11 March 2022, is set out at the end of this document. The Form of Proxy for use at the meeting accompanies this document and, to be valid, should be completed and returned to the Company's Registrar, Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZZ as soon as possible and, in any event, so as to arrive by no later than 10.00 a.m. on 9 March 2022. Voting directions and proxy appointments may be completed electronically and details are given in the Notice of General Meeting set out at the end of this document. The Company has been monitoring closely the evolving situation relating to the Coronavirus (COVID-19) pandemic. While the Board's current expectation is that there will be no restrictions on social contact at the time of the General Meeting, there can be no guarantee that this will be the case. The priority of the Board at this time is the health, safety and wellbeing of all Shareholders and Directors. Shareholders should carefully consider whether or not it is appropriate to attend the General Meeting.
Shareholders are strongly encouraged to exercise their voting rights by completing and submitting a Form of Proxy. It is highly recommended that Shareholders submit their Form of Proxy as early as possible to ensure that their votes are counted at the General Meeting. Shareholders are strongly encouraged to appoint the chairman of the General Meeting as their proxy to ensure that each Shareholder's vote will be counted.
The situation in respect of COVID-19 may change rapidly and Shareholders should note that further changes may need to be put in place at short notice in relation to the General Meeting.
The Company will continue to monitor closely the situation in the lead up to the General Meeting and will make any further updates as required about the meeting on its website at www.tritaxeurobox.co.uk.
Jefferies International Limited ("Jefferies") which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as sponsor for the Company in connection with the publication of this document and the Roosendaal Proposal and will not be acting for any other person (whether or not a recipient of this document), or be responsible to any other person for providing the protections afforded to Jefferies' clients or for advising any other person on the contents of this document or any matter, transaction or arrangement referred to herein. Apart from the responsibilities and liabilities, if any, which may be imposed on Jefferies by the FSMA or the regulatory regime established thereunder, neither Jefferies nor its subsidiaries, branches or affiliates make any representation or warranty, expressed or implied, as to the contents of this document and accept no responsibility or liability whatsoever for the accuracy, completeness or verification of, or opinions contained in, this document (or for the omission of any material information) and shall not be responsible or liable for the contents of this document or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company. Jefferies and its subsidiaries, branches and affiliates accordingly disclaim all and any responsibility or liability whether direct or indirect and whether arising in tort, contract or otherwise (save as referred to above) in respect of this document or any such statement.
Cautionary note regarding forward-looking statements
This document contains a number of "forward-looking statements". Generally, the words "will", "may", "should", "continue", "believes", "expects", "intends", "anticipates", "forecast", "plan" and "project" or in each case, their negative, or similar expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward-looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of new products or services and the behaviour of other market participants. Although the Company believes 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. Shareholders should not, therefore, place undue reliance on these forward-looking statements, which speak only as of the date of this document. Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Unless otherwise defined herein, capitalised terms used in this document have the meanings given to them in the section entitled "Definitions" set out in Part III ("Definitions") of this document.
This document is dated 22 February 2022.
| EXPECTED TIMETABLE 4 | |
|---|---|
| DIRECTORS AND ADVISERS 5 | |
| PART I – LETTER FROM THE CHAIRMAN 6 | |
| PART II – ADDITIONAL INFORMATION 12 | |
| PART III – DEFINITIONS 15 | |
| NOTICE OF GENERAL MEETING 18 |
EXPECTED TIMETABLE
| Publication and posting of this document, the Notice of General Meeting and the Form of Proxy |
22 February 2022 |
|---|---|
| Latest time and date for receipt of the Form of Proxy, CREST Proxy Instructions and electronic registration of a proxy appointment |
10.00 a.m. on 9 March 2022 |
| Record date for entitlement to vote at the General Meeting | 9 March 2022 |
| General Meeting | 10.00 a.m. on 11 March 2022 |
| Announcement of the results of the General Meeting | 11 March 2022 |
NOTES:
-
- The times and dates set out in the timetable above and referred to throughout this document and any accompanying document may be adjusted by the Company by announcement through a Regulatory Information Service, in which event details of the new dates will also be notified to the FCA, the London Stock Exchange and, where appropriate, Shareholders.
-
- References to times in this document are to London time, unless otherwise stated.
DIRECTORS AND ADVISERS
Board of Directors
A list of Directors is set forth in the table below:
| Name | Position |
|---|---|
| Robert Orr | Independent Chairman |
| Keith Mansfield | Senior Independent Director |
| Taco de Groot | Independent Non-Executive Director |
| Eva-Lotta Sjöstedt | Independent Non-Executive Director |
| Sarah Whitney | Independent Non-Executive Director |
Each Director's business address is the Company's registered address at 3rd Floor, 6 Duke Street St James's, London, SW1Y 6BN, United Kingdom, and each Director's business telephone number is 020 7290 1616 or, when dialling from outside the United Kingdom, +44 (0) 20 7290 1616.
| Registered office | 3rd Floor 6 Duke Street St James's London SW1Y 6BN United Kingdom |
|---|---|
| Company Secretary | Tritax Management LLP Bow Bells House 1 Bread Street London EC4M 9HH United Kingdom |
| Sponsor | Jefferies International Limited 100 Bishopsgate London EC2N 4JL United Kingdom |
| Reporting Accountant | KPMG LLP 15 Canada Square London E14 5GL United Kingdom |
| Legal adviser to the Company as to English law |
Ashurst LLP London Fruit and Wool Exchange 1 Duval Square London E1 6PW United Kingdom |
| Legal adviser to Jefferies as to English law | Reed Smith LLP Broadgate Tower 20 Primrose Street London EC2A 2RS United Kingdom |
| Registrar | Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ United Kingdom |
PART I – LETTER FROM THE CHAIRMAN
Directors Robert Orr (Independent Chairman) Keith Mansfield (Senior Independent Director) Taco de Groot (Independent Non-Executive Director) Eva-Lotta Sjöstedt (Independent Non-Executive Director) Sarah Whitney (Independent Non-Executive Director)
Registered Office
3rd Floor 6 Duke Street St James's London SW1Y 6BN United Kingdom
22 February 2022
Dear Shareholder,
Proposed entry into the Roosendaal Sale and Purchase Agreement, the Roosendaal Development Management Agreement and the Roosendaal Rental Guarantee
and
Notice of General Meeting
1. Introduction
It was announced on 16 February 2022 that the Company had entered into a conditional sale and purchase agreement with LCP Holdco Belgium BV ("LCP HoldCo") and LCP NL DC2 BV (a wholly-owned subsidiary of LCP HoldCo) (the "LCP SPV"), pursuant to which the Company would acquire a logistics asset located in Roosendaal, the Netherlands (the "Roosendaal Asset") from the LCP SPV, with a view to completing the construction of the Roosendaal Asset (the "Roosendaal Proposal"), as further described in paragraph 2 of this Part I ("Letter from the Chairman").
I am writing to give you further details of the Roosendaal Proposal, including the background to and reasons for the Roosendaal Proposal, and to explain why the Board considers the Roosendaal Proposal to be in the best interests of Shareholders.
LCP Services (UK) Limited ("LCP"), one of the Company's main development partners, has been appointed by Tritax Management LLP, the Company's investment manager (the "Manager"), as the Company's asset manager in various countries in Europe, including the Netherlands. Mr Kristof Verstraeten and Mr Steven De Bie are directors of LCP, LCP HoldCo and/or other entities within the LCP group (the "Related Party Directors") and are considered related parties of the Company pursuant to Chapter 11 of the Listing Rules on the basis that they are also former directors of certain subsidiaries of the Company formed for the purposes of holding certain of the Group's assets. As the Related Party Directors are also key individuals in the context of LCP's group, LCP and LCP HoldCo are considered associates of the Related Party Directors and are therefore related parties of the Company pursuant to Chapter 11 of the Listing Rules.
The Roosendaal Proposal is classified as a Related Party Transaction pursuant to Chapter 11 of the Listing Rules. The Roosendaal Proposal is therefore conditional on the approval of Shareholders at a general meeting of the Company. A notice convening the General Meeting to be held at 10.00 a.m. on 11 March 2022 is set out at the end of this document.
None of LCP, LCP HoldCo, the Related Party Directors, nor any of their respective associates (as such term is defined in the Listing Rules), are Shareholders of the Company. They are therefore not eligible to vote on the Resolution to be proposed at the General Meeting.
The purpose of this document is to provide you with information on the Roosendaal Proposal and to explain why the Directors believe the Roosendaal Proposal is in the best interests of Shareholders as a whole. The Directors unanimously recommend that Shareholders vote in favour of the Resolution at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings of 416,900 Ordinary Shares, representing approximately 0.052 per cent. of the Company's existing issued ordinary share capital at the Latest Practicable Date. Shareholders should read the whole of this document and not only rely on the summarised information set out in this letter. Shareholders will find definitions for capitalised terms used in this letter and the rest of this document in Part III ("Definitions") of this document.
2. Roosendaal Proposal
2.1 Background to, and Reasons for, the Roosendaal Proposal
The Roosendaal Proposal forms part of the deployment of the proceeds of the capital recently raised by the Company following its issue of new ordinary shares in September 2021.
The Manager has recommended the Roosendaal Proposal to the Board as it accords with the long term strategy of the Company and is in line with its investment policy. The acquisition is structured as a corporate transaction, with the Company acquiring from LCP HoldCo all the issued and outstanding shares in the LCP SPV, being the entity holding the Roosendaal Asset for a total consideration, including future construction costs, of approximately €144.26 million. The acquisition is conditional on the approval of Shareholders at the General Meeting.
The logistics development will comprise four phases (1A, 1A Offices, 1B and 2), with all phases pre-let pursuant to a single lease agreement with a top four global retail group expiring in November 2027. The lease will generate approximately €5.1 million annually on completion of all three phases and is annually indexed to Dutch CPI. The lease incorporates an option to extend for a further five years at the end of the sixth year of the lease term. If this extension option is triggered, a rent review will be implemented. This rent review allows the rent to increase to the prevailing open market level, with a cap of 10 per cent. above the existing (indexed) rent at that time.
Construction of phase 1A completed in December 2021, whilst it is expected phases 1A Offices, 1B and 2 will be delivered by 1 June 2022 (1A Offices), 1 December 2022 (phase 1B) and 1 April 2023 (phase 2), respectively.
The Roosendaal Asset is optimally located in Roosendaal, which is strategically situated in the south east of the Netherlands and was ranked the third best Logistics Hotspot 2019 out of the 28 regions in the Netherlands. This location provides rapid connections to the ports of Rotterdam, Antwerp and Amsterdam. The area is characterised by strong tenant demand and low supply of new buildings.
Jones Lang LaSalle Ltd ("JLL") has independently valued the completed Roosendaal Asset. The JLL valuation of the 100 per cent. interest in the LCP SPV that the Company is acquiring equates to, in aggregate, €146.3 million.
The Company and the Manager believe that the Roosendaal Proposal represents good value for the Company and will help the Company to achieve its near-term investment objectives. In addition to the investment returns expected to be generated from the Roosendaal Proposal, it will also represent the Company's second acquisition in the Netherlands, helping the Company build scale and spread costs over a wider asset base. As the twenty-third asset in the Company's portfolio, this will also provide wider diversification to spread risk across the portfolio.
2.2 Information on the Roosendaal Asset
The Roosendaal Asset is located in Roosendaal, in the Netherlands. It is held freehold, has a total net rentable area of approximately 113,179 square metres built on a total site area of approximately 210,488 square metres and comprises one property divided into three purpose-built logistics units with parking spaces and truck spaces.
Strong ESG credentials are at the forefront of the Roosendaal Asset's design and build, meeting several of the Company's sustainability objectives through a BREEAM (Building Research Establishment Environmental Assessment Method) Very Good certification and incorporating a number of sustainability initiatives, providing social and environmental benefits for staff and the locality. The Roosendaal Asset is also expected to achieve an energy label or equivalent document as referred to in the Energy Performance (Buildings) Decree (Besluit energieprestatie gebouwen) with a minimum qualification A.
2.3 Principal Terms of the Roosendaal Proposal
On 15 February 2022, the Company entered into a conditional share purchase agreement with LCP HoldCo and the LCP SPV, pursuant to which LCP HoldCo agreed to sell and the Company agreed to purchase all the issued and outstanding shares in the LCP SPV (the "Roosendaal Sale Agreement"). The Roosendaal Sale Agreement is conditional on the approval of Shareholders at the General Meeting.
Pursuant to the terms of the Roosendaal Sale Agreement, LCP HoldCo has given certain representations and warranties as to its title to the Roosendaal Asset and its capacity to enter into the Roosendaal Sale Agreement, as well as other warranties regarding, inter alia, the consents required for the construction of the Roosendaal Asset having been obtained.
Bouwbedrijf Vrolijk B.V. (the "Contractor") and the LCP SPV are in the process of concluding a construction agreement (the "Roosendaal Construction Agreement") pursuant to which the Contractor is obliged to construct phases 1B and 2 of the Roosendaal Asset.
On 15 February 2022, LCP and the LCP SPV entered into a development management agreement (the "Roosendaal Development Management Agreement") pursuant to which LCP was appointed as construction manager to procure the construction of the Roosendaal Asset by the Contractor. The Roosendaal Development Management Agreement contains certain undertakings and obligations customary for an agreement for construction services.
Pursuant to the Roosendaal Sale Agreement, LCP HoldCo will be responsible for all costs and damages for delayed completion concerning the fulfilment of the Contractor's obligations to construct the Roosendaal Asset and insufficient remediation of any defects following completion of the construction of the Roosendaal Asset from the date of completion of the Roosendaal Sale Agreement to the date of practical completion of the Roosendaal Asset.
On 15 February 2022, the Company and LCP HoldCo entered into a rental guarantee (the "Roosendaal Rental Guarantee" and, together with the Roosendaal Development Management Agreement and the Roosendaal Sale Agreement, the "Roosendaal Agreements"), pursuant to which the Company shall receive a developer's licence fee during the construction of the Roosendaal Asset. As part of the Roosendaal Proposal and pursuant to the Roosendaal Rental Guarantee, LCP will pay the Company a rental guarantee equivalent to the difference between the rent paid by the tenant and the expected total rent of €5.01 million per annum until practical completion.
The total consideration to be paid by the Company for the interest in the LCP SPV and the development of the Roosendaal Asset, including the development fees payable to the LCP SPV and the Contractor and all other fees and costs, is €144.26 million (approximately £121.06 million), reflecting a net initial yield of 3.5 per cent. after purchase costs and non-recoverable expenditure. The consideration payable pursuant to the Roosendaal Sale Agreement is subject to a market standard, post-closing purchase price adjustment reflecting any movement in the balance sheet of the LCP SPV as at the completion date.
The gross property assets of the LCP SPV, which are the subject of the transaction, total approximately €102.05 million as at 14 February 2022. Other net assets and liabilities amount to a net liability of approximately €6.78 million.
The construction of all phases of the Roosendaal Asset is expected to be fully complete by 1 April 2023.
The Roosendaal Agreements are governed by Dutch law.
3. Financial Effects of the Roosendaal Proposal
The consideration payable by the Group in connection with the Roosendaal Proposal will be provided out of the existing cash resources of the Group. The Group's capital expenditure in connection with the development of the Roosendaal Asset is expected to be, in aggregate, approximately €42.21 million in respect of the Roosendaal Proposal (included in the gross property assets totalling €102.05 million).
The Board, having been advised by the Manager, believes that the Roosendaal Proposal will enhance value for Shareholders. This statement is not meant or intended to be a profit forecast, and should not be interpreted to mean that earnings per share of the Company will be a specific amount.
4. Risk Factors
Prior to making any decision to vote in favour of the Resolution, Shareholders should carefully consider all the information contained in this document and the documents incorporated by reference herein, including, in particular, the specific risks and uncertainties described below.
The risks and uncertainties set out below are those which the Directors believe are the material risks relating to the Roosendaal Proposal. If any, or a combination, of these risks actually materialise, the business operations, financial condition and prospects of the Group could be materially and adversely affected.
The risks and uncertainties described below are not intended to be exhaustive and are not the only ones that face the Group. The information given is as at the date of this document and, except as required by the FCA, the London Stock Exchange, the Listing Rules and Disclosure and Transparency Rules or other applicable laws and/or regulations, will not be updated. Additional risks and uncertainties not currently known to the Directors, or that they currently deem immaterial, may also have an adverse effect on the business, financial condition, results of operations and prospects of the Group.
The Group will be dependent on the performance of the Contractor in connection with the Roosendaal Proposal, which may fail to perform its contractual obligations
The Group will be dependent on the performance of the Contractor in connection with the Roosendaal Proposal. Whilst the Group has sought to negotiate contracts to contain appropriate warranty protection and other contractual protections, any failure to perform against contractual obligations on the part of the Contractor, for example as a result of matters connected to the COVID-19 pandemic, could impact on the Group's cash flow and liquidity. Such risks may be heightened as a result of shortages of construction materials and labour in the Netherlands as a result of, amongst other things, the impact of the COVID-19 pandemic, additional restrictions on the movement of goods in and out of the United Kingdom following Brexit and/or the reduced flow of goods through the Suez Canal since the grounding of a container ship in March 2021. Any of these factors could increase the likelihood of the Contractor failing to perform against its contractual obligations which may, in turn, have a material adverse effect on the Group's financial condition, business, prospects and results of operations.
In addition, there is a risk of disputes with the Contractor should it fail to perform against its contractual obligations. Any litigation or arbitration resulting from any such disputes may increase the Group's expenses and distract the Directors and the Manager from focusing their time or efforts to fulfil the strategy of the Group. There can be no assurance that the Group would be able to retain a new developer or contractor on acceptable terms or at all, or that the Group would be successful in any attempts to enforce its rights under the Roosendaal Agreements.
The Group will be exposed to counterparty credit risk in respect of LCP HoldCo and the LCP SPV
In the event that LCP HoldCo and/or the LCP SPV fail to perform their contractual obligations in connection with the Roosendaal Proposal, the Group will be reliant upon their creditworthiness for the purposes of seeking financial recourse against them. Whilst the Group has negotiated transaction documents containing appropriate warranty protection and other contractual protections, an inability on the part of LCP HoldCo and/or the LCP SPV to comply with their respective obligations (for example, as a result of liquidity issues and/or insolvency) could have a material adverse impact on the value of the Roosendaal Proposal and could result in delays to completion. Protracted disputes or litigation could also have a negative impact on the Group's reputation and its wider relationship with LCP in the context of its role as asset manager of the Company's portfolio of assets. Any of the above could have a material adverse effect on the Group's financial condition, business, prospects and results of operations.
The Roosendaal Proposal is subject to Shareholder approval
The Roosendaal Proposal is subject to the approval of Shareholders at the General Meeting as provided for in the Roosendaal Sale Agreement. As noted below in paragraph 9 of this Part I ("Letter from the Chairman"), the Board believes that the Roosendaal Proposal is in the best interests of Shareholders taken as a whole, such that if the Roosendaal Sale Agreement does not complete because the relevant Shareholder approval is not obtained, the anticipated benefits of the Roosendaal Proposal will not be realised by the Group or Shareholders, and the Group would nonetheless have incurred costs in connection with the Roosendaal Proposal.
5. General Meeting
This document includes a Notice convening a General Meeting to be held at the offices of the Company at 3rd Floor, 6 Duke Street St James's, London, SW1Y 6BN on 11 March 2022 at 10.00 a.m. The purpose of the General Meeting is to consider and, if thought fit, to pass the Resolution. The Resolution is intended to be proposed as an Ordinary Resolution.
The Company has been monitoring closely the evolving situation relating to the Coronavirus (COVID-19) pandemic. While the Board's current expectation is that there will be no restrictions on social contact at the time of our General Meeting, there can be no guarantee that this will be the case. The priority of the Board at this time is the health, safety and wellbeing of all Shareholders and Directors. Shareholders should carefully consider whether or not it is appropriate to attend the General Meeting.
Shareholders are strongly encouraged to exercise their voting rights by completing and submitting a Form of Proxy. It is highly recommended that Shareholders submit their Form of Proxy as early as possible to ensure that their votes are counted at the General Meeting. Shareholders are strongly encouraged to appoint the chairman of the General Meeting as their proxy to ensure that each Shareholder's vote will be counted.
The situation in respect of COVID-19 may change rapidly and Shareholders should note that further changes may need to be put in place at short notice in relation to the General Meeting.
The Company will continue to monitor closely the situation in the lead up to the General Meeting and will make any further updates as required about the meeting on its website at www.tritaxeurobox.co.uk.
In summary, the Resolution seeks the approval of Shareholders for the Directors to be authorised to do all such acts and things and execute all such documents as they may in their absolute discretion consider necessary and/or desirable in order to implement and complete the Roosendaal Proposal. Please note that this is not the full text of the Resolution and you should read this section in conjunction with the Notice of General Meeting set out at the end of this document.
6. Action to be Taken
A Form of Proxy for the General Meeting is enclosed. Shareholders are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible and in any case so as to be received by the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY no later than 10.00 a.m. on 9 March 2022. Alternatively, Shareholders may wish to register their proxy vote online; to do so, Shareholders must visit www.investorcentre.co.uk/eproxy where details of the procedure are shown. The Shareholder Reference Number, Control Number and PIN shown on the Form of Proxy will be required to complete the procedure. Details of the process of registering online are also set out in the Form of Proxy. Shareholders are strongly encouraged to ensure that their votes are counted at the General Meeting by appointing the chairman of the General Meeting as their proxy and submitting their completed Forms of Proxy to the Company's Registrar, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and, in any event, no later than 10.00 a.m. on 9 March 2022. Shareholders can also appoint a proxy and indicate their voting instructions online at www.investorcentre.co.uk/eproxy, through CREST or via the Proximity platform. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy. If you hold your shares in CREST, you may appoint a proxy by completing and transmitting a CREST proxy instruction form so that it is received by Computershare Investor Services PLC (under CREST participant ID 3RA50) by no later than 10.00 a.m. on 9 March 2022. The time of receipt will be taken to be the time from which Computershare Investor Services PLC is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
7. Further Information
Your attention is drawn to the further information contained in Part II ("Additional Information") and Part III ("Definitions") of this document. Shareholders should read the whole of this document and not rely solely on information surmised in this letter.
8. Related Party Transaction
LCP and LCP HoldCo are related parties of the Company on account of each being an associate of the Related Party Directors who are former directors of certain subsidiaries of the Company (being the LCP Subsidiaries) formed for the purposes of holding certain of the Group's assets. As a result, the Roosendaal Proposal has been deemed to be a Related Party Transaction for the purposes of Chapter 11 of the Listing Rules.
None of LCP, LCP HoldCo, the Related Party Directors, nor any of their respective associates (as such term is defined in the Listing Rules), are Shareholders of the Company. They are therefore not eligible to vote on the Resolution to be proposed at the General Meeting.
The Board, having been so advised by Jefferies acting in its capacity as the Company's sponsor, considers the Roosendaal Proposal to be fair and reasonable as far as Shareholders are concerned. In providing advice to the Board, Jefferies has taken into account the Board's commercial assessment of the Roosendaal Proposal.
9. Recommendation
The Board considers the Roosendaal Proposal to be in the best interests of Shareholders as a whole. The Board unanimously recommends that Shareholders vote in favour of the Resolution at the General Meeting, as the Directors intend to do so in respect of their own beneficial holdings of 416,900 Ordinary Shares, representing approximately 0.052 per cent. of the Company's existing issued ordinary share capital at the Latest Practicable Date.
Yours faithfully,
Robert Orr
Independent Chairman
PART II – ADDITIONAL INFORMATION
1. Responsibility
The Company and its Directors, whose names appear in paragraph 3 below, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and the Directors, the information contained in this document is in accordance with the facts and this document makes no omission likely to affect its import.
2. Company Information
The Company was incorporated as a public limited company in the United Kingdom under the Companies Act on 17 May 2018 with company number 11367705. On 8 June 2018, the Company was granted a certificate under section 761 of the Companies Act entitling it to commence business and to exercise its borrowing powers. The Company has given notice to the Registrar of Companies of its intention to carry on business as an investment company pursuant to section 833 of the Companies Act.
The registered office and principal place of business of the Company is 3rd Floor, 6 Duke Street St James's, London SW1Y 6BN and the telephone number is +44 (0)20 7290 1616. The Company's LEI is 213800HK59N7H979QU33. The principal legislation under which the Company operates is the Companies Act.
The Manager, Tritax Management LLP, is a limited liability partnership incorporated in the United Kingdom on 2 March 2007 with registered number OC326500. The registered office of the Manager is Bow Bells House, 1 Bread Street, London EC4M 9HH, United Kingdom. The Manager's telephone number is +44 (0)20 7290 1616.
3. Directors
The Directors are:
| Robert Orr | Independent Chairman |
|---|---|
| Keith Mansfield | Senior Independent Director |
| Taco de Groot | Independent Non-Executive Director |
| Eva-Lotta Sjöstedt | Independent Non-Executive Director |
| Sarah Whitney | Independent Non-Executive Director |
4. Directors' Interests
Save as set out in the table below, no Director (nor his or her connected persons) has any interests (beneficial or non-beneficial) in the share capital of the Company as at the Latest Practicable Date:
| Director | Number of Ordinary Shares |
Percentage of issued share capital |
|---|---|---|
| Robert Orr | 78,000 | 0.010% |
| Keith Mansfield | 290,000 | 0.036% |
| Taco de Groot | 42,000 | 0.005% |
| Eva-Lotta Sjöstedt | 6,900 | 0.001% |
| Sarah Whitney | - | - |
5. Related Party Directors' Framework Services Agreement
The Related Party Directors were party to a framework services agreement (as amended, amended and restated and supplemented from time to time) entered into between the Company, LCP Belgium and the LCP Subsidiaries. Pursuant to this agreement, the Related Party Directors acted as directors and day-today managers of the LCP Subsidiaries. The framework services agreement was terminated by the Company on 12 July 2021 following the provision of one months' notice in accordance with terms of the agreement. Neither of the Related Party Directors have been entitled to any benefits since the termination of their services pursuant to the terms of the framework services agreement.
6. Related Party Directors' Interests in Ordinary Shares
As at the Latest Practicable Date, the Related Party Directors had no interests in any Ordinary Shares.
7. Interests of Major Shareholders
Other than as set out in the table below, as at the Latest Practicable Date, the Company was not aware of any person who was directly or indirectly interested in three per cent. or more of the issued share capital of the Company.
| Shareholder | Number of existing Ordinary Shares |
Percentage of existing issued share capital |
|||
|---|---|---|---|---|---|
| Aviva | Investors | 58,033,249 | 7.19% | ||
CCLA Investment |
Management | 40,408,626 | 5.01% | ||
| BlackRock | 33,606,887 | 4.17% | |||
| Fidelity | International |
29,138,068 | 3.61% | ||
| EFG | Harris | Allday, | stockbrokers |
28,556,609 | 3.54% |
| Brookfield | Asset | Management |
26,714,672 | 3.31% |
8. Related Party Transactions
Save for the below, neither the Company nor any member of the Group has entered into any related party transactions (which for these purposes means those set out in UK-adopted international accounting standards):
- (a) related party transactions as disclosed in Note 10 to the 2019 Annual Report, Note 10 to the 2020 Annual Report and Note 10 to the 2021 Annual Report;
- (b) the acquisition by a wholly-owned subsidiary of the Company of land located in Settimo Torinese, Italy as more fully described in a circular published by the Company dated 11 August 2021 (the "August 2021 Circular");
- (c) the entry by a wholly-owned subsidiary of the Company into a development management agreement regarding a logistics asset located in Bornem, Belgium as more fully described in the August 2021 Circular;
- (d) the acquisition by the Company of a logistics asset located in Gelsenkirchen, Germany as more fully described in a circular published by the Company dated 19 November 2021 (the "November 2021 Circular");
- (e) the acquisition by the Company of a piece of land located in Bönen, Germany as more fully described in the November 2021 Circular;
- (f) the entry by the Company into an amendment and restatement agreement relating to the revolving credit facility agreement dated 19 October 2018, as amended and restated on 28 March 2019, pursuant to which German propcos would no longer be required to provide a guarantee under the Company's revolving facility as more fully described in the November 2021 Circular; and
- (g) the Roosendaal Proposal.
9. Material Contracts
Other than the Roosendaal Agreements (further details of which can be found in Part I ("Letter from the Chairman") of this document), there are no material contracts, other than contracts entered into in the ordinary course of business, to which the Company or any member of the Group is a party, that in the opinion of the Company contain information that Shareholders would reasonably require to make a properly formed assessment of how to vote on the Resolution.
10. Significant Change
Save as set out below, there has been no significant change in the financial position of the Group since 30 September 2021, being the date to which the latest financial information of the Group has been published.
As announced by the Company on:
- (a) 22 October 2021, the Company conditionally acquired a new asset in Gelsenkirchen, Germany for a total consideration of €32 million;
- (b) 15 November 2021, the Company conditionally acquired land and agreed to fund the development of a new asset in Bönen, Germany for a total consideration of €117.9 million;
- (c) 17 November 2021, the Company agreed a new lease on the vacant unit at its prime logistics asset in Nivelles, Belgium to Match Supermarkets at an initial annual rent of €755,500 per annum;
- (d) 30 November 2021, the Company acquired a €49.65 million asset in Piacenza, Northern Italy;
- (e) 2 December 2021, the Company issued €200 million senior unsecured notes pursuant to a private placement; and
- (f) 17 January 2022, the Company acquired land and agreed to fund the development of a new asset in Rosersberg, Sweden for a total consideration of SEK 402 million.
11. Consents
Jefferies has given and has not withdrawn its written consent to the inclusion in this document of the references to its name in the form and context in which they are included.
JLL has given and has not withdrawn its written consent to the inclusion in this document of the references to its name in the form and context in which they are included.
12. Documentation Incorporated by Reference
Information from the following documents has been incorporated into this document by reference:
| Documents containing information incorporated by reference | Paragraph of this Circular |
|---|---|
| Note 10 to the 2019 Annual Report | Paragraph 8 in Part II |
| ("Additional Information") | |
| Note 10 to the 2020 Annual Report | Paragraph 8 in Part II |
| ("Additional Information") | |
| Note 10 to the 2021 Annual Report | Paragraph 8 in Part II |
| ("Additional Information") |
13. Documentation Available for Inspection
Copies of the following documents will be available for inspection during normal business hours on business days at the Company's registered office at 3rd Floor, 6 Duke Street St James's, London, SW1Y 6BN, United Kingdom and on the Company's website at www.tritaxeurobox.co.uk from the date of this document until the close of the General Meeting:
- (a) the Memorandum of Association and Articles of Association of the Company;
- (b) the 2019 Annual Report, the 2020 Annual Report and the 2021 Annual Report;
- (c) the consent letters referred to in paragraph 11 of this Part II ("Additional Information") of this document; and
- (d) this document.
PART III – DEFINITIONS
The following definitions apply throughout this document, the Notice of General Meeting and the accompanying Form of Proxy unless the context otherwise requires.
| "2019 Annual Report" | the Annual Report and Accounts for 2019, containing the Group's audited consolidated financial statements for the 15 months ended 30 September 2019; |
|---|---|
| "2020 Annual Report" | the Annual Report and Accounts for 2020, containing the Group's audited consolidated financial statements for the year ended 30 September 2020; |
| "2021 Annual Report" | the Annual Report and Accounts for 2021, containing the Group's audited consolidated financial statements for the year ended 30 September 2021; |
| "August 2021 Circular" | the circular published by the Company dated 11 August 2021; |
| "Board" or "Directors" | the directors of the Company as at the date of this document whose names are set out on the first page of Part I ("Letter from the Chairman") and in paragraph 3 of Part II ("Additional Information") of this document; |
| "Circular" | this circular dated 22 February 2022 and published by the Company; |
| "Companies Act" | the Companies Act 2006; |
| "Company" | Tritax EuroBox plc (with registered number 11367705); |
| "Contractor" | Bouwbedrijf Vrolijk B.V. |
| "CREST" | the paperless settlement system operated by Euroclear governed by the CREST Regulations and any successor system or operator for the purposes of the CREST Regulations; |
| "CREST Manual" | the current version of the CREST Manual which at the date of this document is available on www.euroclear.co.uk/CREST; |
| "CREST Proxy Instructions" | a proxy appointment or instruction made using the CREST service via an appropriate CREST message; |
| "CREST Regulations" | the Uncertificated Securities Regulations 2001 (S.I. 2001, No. 3755); |
| "CREST Sponsor" | a CREST participant admitted to CREST as a CREST sponsor; |
| "CREST Sponsored Member" | a CREST member admitted to CREST as a sponsored member; |
| "Disclosure and Transparency Rules" |
the disclosure guidance and the transparency rules sourcebook made by the FCA pursuant to section 73A of the FSMA, as amended; |
| "ESG" | environmental, social and governance; |
| "Euroclear" | Euroclear UK & Ireland Limited, the operator of CREST; |
| "FCA" | the Financial Conduct Authority, including acting in its capacity as a competent authority for the purposes of Part VI of the FSMA; |
| "Form of Proxy" | the form of proxy accompanying this document for use by Shareholders in connection with the General Meeting; |
|
|---|---|---|
| "FSMA" | the Financial Services and Markets Act 2000, as amended; | |
| "General Meeting" | the general meeting of the Company to be held at 10.00 a.m. on 11 March 2022 at 3rd Floor, 6 Duke Street St James's, London, SW1Y 6BN, including any adjournment thereof, notice of which is set out in the Notice of General Meeting; |
|
| "Group" | the Company and its subsidiary undertakings from time to time; | |
| "Jefferies" | Jefferies International Limited; | |
| "JLL" | Jones Lang LaSalle Ltd; | |
| "Latest Practicable Date" | the latest practicable date prior to publication of this document, being 21 February 2022; |
|
| "LCP" | LCP Services (UK) Limited; | |
| "LCP Belgium" | LCP Belgium NV; | |
| "LCP HoldCo" | LCP Holdco Belgium BV; | |
| "LCP SPV" | LCP NL DC2 BV; | |
| "LCP Subsidiaries" | Pakobo N.V., Panton Kortenberg Vastgoed N.V., Rumst Logistics II N.V., Rumst Logistics III N.V. and Tritax Eurobox (Belgium) Holdco N.V.; |
|
| "Listing Rules" | the listing rules made by the FCA pursuant to section 73A of the FSMA, as amended; |
|
| "London Stock Exchange" | the London Stock Exchange plc; | |
| "Manager" | the Company's investment manager, Tritax Management LLP (with registered number OC326500); |
|
| "Memorandum of Association" | the Memorandum of Association of the Company, as amended from time to time; |
|
| "Nominated Person" | a person nominated under section 146 of the Companies Act 2006 to enjoy information rights; |
|
| "Notice of General Meeting" or "Notice" |
the notice of General Meeting set out at the end of this Circular; | |
| "November 2021 Circular" | the circular published by the Company dated 19 November 2021; |
|
| "Ordinary Resolution" | a resolution passed by a majority of more than 50 per cent. of the votes cast, whether in person or by proxy; |
|
| "Ordinary Shares" | the ordinary shares in the capital of the Company; | |
| "Proximity" | the Proximity platform found at www.proximity.io.; | |
| "Registrar" | Computershare Investor Services PLC, at The Pavilions, Bridgwater Road, Bristol BS99 6ZZ |
| "Registrar of Companies" | the governmental body controlling the incorporation and administration of companies created under the Companies Act 1985 and the Companies Act 2006; |
|---|---|
| "Related Party Directors" | Mr Kristof Verstraeten and Mr Steven De Bie; |
| "Related Party Transaction" | has the meaning given to it in the Listing Rules; |
| "Resolution" | the resolution relating to the Roosendaal Proposal to be proposed at the General Meeting as set out in the Notice of Meeting; |
| "Roosendaal Agreements" | the Roosendaal Sale Agreement, the Roosendaal Development Management Agreement and the Roosendaal Rental Guarantee; |
| "Roosendaal Asset" | a logistics asset located in Roosendaal, the Netherlands; |
| "Roosendaal Construction Agreement" |
the construction agreement to be entered into by the Contractor and the LCP SPV in connection with the construction of phases 1B and 2 of the Roosendaal Asset; |
| "Roosendaal Development Management Agreement" |
a development management agreement dated 15 February 2022 entered into by LCP and the LCP SPV, pursuant to which LCP was appointed as construction manager to procure the construction of the Roosendaal Asset by the Contractor; |
| "Roosendaal Rental Guarantee" |
a rental guarantee dated 15 February 2022 entered into by LCP HoldCo and the Company; |
| "Roosendaal Proposal" | has the meaning given to such term in paragraph 1 of Part I ("Letter from the Chairman") of this document; |
| "Roosendaal Sale Agreement" | a conditional share purchase agreement dated 15 February 2022 between the Company, LCP HoldCo and the LCP SPV, pursuant to which LCP HoldCo agreed to sell and the Company agreed to purchase all issued and outstanding shares in the LCP SPV; |
| "Shareholders" | holders of Ordinary Shares; and |
| "UK" or "United Kingdom" | the United Kingdom of Great Britain and Northern Ireland. |
NOTICE OF GENERAL MEETING
TRITAX EUROBOX PLC (the "Company")
(incorporated and registered in England and Wales with registered number 11367705)
Notice is hereby given that a General Meeting of the Company will be held at the offices of the Company at 3rd Floor, 6 Duke Street St James's, London, SW1Y 6BN at 10.00 a.m. on 11 March 2022, to consider and, if thought fit, pass the following Resolution.
The Resolution is intended to be proposed as an Ordinary Resolution.
ORDINARY RESOLUTION
- THAT, the Related Party Transaction relating to the Roosendaal Proposal on the terms summarised in paragraph 2 of Part I ("Letter from the Chairman") of the Circular (as defined below), be and is hereby approved for the purposes of Chapter 11 of the Listing Rules and the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents as they may in their absolute discretion consider necessary and/or desirable in order to implement and complete the Roosendaal Proposal.
Words and expressions defined in the circular dated 22 February 2022 and published by the Company (the "Circular") shall, unless the context otherwise requires, have the same meaning in this Notice of General Meeting.
By order of the Board
Tritax Management LLP Company Secretary
Dated 22 February 2022
Notes re. your Form of Proxy and voting at the General Meeting:
When considering what action you should take, you should seek your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended, if you are a resident in the United Kingdom or, if not, from another appropriately authorised financial adviser without delay.
If you sell or otherwise transfer or have sold or otherwise transferred all of your registered holding of Ordinary Shares, please send this document, together with the accompanying Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, such documents should not be sent, forwarded or transmitted in, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction. If you sell or otherwise transfer or have sold or otherwise transferred part of your registered holding of Ordinary Shares, please consult the stockbroker, bank or other agent through whom the sale or transfer was effected.
COVID-19
The Company has been monitoring closely the evolving situation relating to the Coronavirus (COVID-19) pandemic. Whilst it is currently expected that there will be no restrictions on social contact before the General Meeting, there can be no guarantee that this will be the case. The priority of the Board at this time is the health, safety and wellbeing of all Shareholders and Directors. Shareholders should carefully consider whether or not it is appropriate to attend the General Meeting.
Shareholders are strongly encouraged to exercise their voting rights by completing and submitting a Form of Proxy. It is highly recommended that Shareholders submit their Form of Proxy as early as possible to ensure that their votes are counted at the General Meeting. Shareholders are strongly encouraged to appoint the chairman of the General Meeting as their proxy to ensure that each Shareholder's vote will be counted.
The situation in respect of COVID-19 may change rapidly and Shareholders should note that further changes may need to be put in place at short notice in relation to the General Meeting.
The Company will continue to monitor closely the situation in the lead up to the General Meeting and will make any further updates as required about the meeting on its website at www.tritaxeurobox.co.uk.
Right to vote
To be entitled to vote (and for the purpose of determining the number of votes members may cast), members must be registered in the register of members of the Company at 5.30 p.m. on 9 March 2022 (or, in the event of any adjournment, 5.30 p.m. on the date which is two days before the time of the adjourned meeting). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
Proxies
Members are entitled to appoint one or more proxies (who need not be Shareholders) to exercise all or any of their rights to vote on their behalf at the meeting and at any adjournment of it. As noted in the letter from the Chairman, members are strongly advised to appoint the chairman of the General Meeting as their proxy rather than a named individual. If a proxy appointment is submitted without indicating how the proxy should vote on any resolution, the proxy will have discretion as to whether and, if so, how they vote.
A proxy form which may be used to make such appointment and give proxy instructions accompanies this Notice. If you do not have a proxy form and believe that you should have one, or if you require additional forms, please contact Computershare Investor Services PLC on +44 (0) 370 702 0010. Members may also appoint a proxy online at www.investorcentre.co.uk/eproxy (more details can be found in the form of proxy) or, for members of CREST, through CREST electronic proxy appointment service as described below.
If you are an institutional investor you may be able to appoint a proxy electronically via the Proximity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proximity, please go to www.proximity.io. Your proxy must be lodged by no later than 10.00 a.m. on 9 March 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proximity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.
To be valid any proxy instructions must be received by post or by hand (during normal business hours only) by Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, or at www.investorcentre.co.uk/eproxy or via the Proximity platform, in each case no later than 10.00 a.m. on 9 March 2022, together with, if appropriate, the power of attorney or other authority (if any) under which it is signed or a duly certified copy of that power or authority.
Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a "Nominated Person") may have a right, under an agreement between him/her and the member by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/ she may have a right, under such an agreement, to give instructions to the member as to the exercise of voting rights. The statement of the above rights of the members in relation to the appointment of proxies does not apply to Nominated Persons. Those rights can only be exercised by members of the Company.
A vote withheld option is provided on the form of proxy to enable you to instruct your proxy not to vote on any particular resolution, however, it should be noted that a vote withheld in this way is not a 'vote' in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.
If a member submits more than one valid proxy appointment in respect of the same shares, the appointment received last before the latest time for the receipt of proxies will take precedence.
Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
Joint holders
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
CREST
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Please note the following:
(a) In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent ID 3RA50 by the latest time(s) for receipt of proxy appointments specified in this Notice. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
- (b) CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
- (c) The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Questions
Any member attending the meeting has the right to ask questions The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (i) to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information, or (ii) the answer has already been given on a website in the form of an answer to a question, or (iii) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
Limitations of electronic addresses
You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this Notice (or in any related documents including the proxy form) to communicate with the Company for any purposes other than those expressly stated.
The address of the website where certain General Meeting information is available
Copy of this Notice, and other information required by section 311A of the Companies Act 2006, can be found at https://www.tritaxeurobox.co.uk/investors/company-documents.
Issued share capital
As at the Latest Practicable Date, the Company's issued share capital consists of 806,803,984 Ordinary Shares, carrying one vote each.