THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION 2014/596/EU.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF TRITAX BIG BOX REIT PLC.

THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, TO US PERSONS, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

29 September 2021

TRITAX BIG BOX REIT PLC

(the "Company" and, together with its subsidiaries, the "Group")

Retail Offer by PrimaryBid

The Board of Directors (the "Board") of Tritax Big Box REIT plc (ticker: BBOX), an investor in and developer of large scale logistics real estate in the UK, today announces a conditional retail offer for subscription via PrimaryBid (the "Retail Offer") of new ordinary shares in the Company (the "Retail Shares"). 

As separately announced earlier today, the Company is also conducting a placing of new Ordinary Shares (the "Placing Shares") to institutional investors through an accelerated bookbuild process (the "Placing"). The Placing Shares are to be placed at a price to be agreed between the Company and the Joint Bookrunners (as defined below) following the closing of the accelerated bookbuild exercise being undertaken in connection with the Placing (the "Placing Price").

The issue price for the Retail Shares will be equal to the Placing Price.

The Retail Offer and the Placing are conditional on the new Ordinary Shares to be issued pursuant to the Retail Offer and the Placing respectively being admitted to trading on the London Stock Exchange's main market for listed securities ("Admission"). Applications for Admission will be made to the Financial Conduct Authority for the New Ordinary Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange. Admission is expected to be take place at 8.00 a.m. on 4 October 2021.

The net proceeds of the Placing and the Retail Offer, together with associated leverage and near-term disposals, are expected to generate up to c.£530 million of additional funding capacity. This will primarily be used to accelerate the Company's development programme with a targeted timeframe for commitment over the next 12 months, comprising:

·    Up to c.£450 million of expected development capex, of which c.50% is already committed or expected to be committed in the near term, broadly split evenly across the following:

o  Pre-let (or let during construction) development opportunities targeting 2.2 million sq ft of construction activity

o  Speculative development opportunities targeting 2.5 million sq ft of construction activity; and

o  Investment in land and infrastructure to bring forward new schemes ready for future development; and

·    Up to c.£80 million allocated towards expected investment and asset management capex targeting 0.5 million sq ft of new space.

Retail Offer

The Company highly values its retail investor base and is therefore pleased to provide private and other retail investors in the UK the opportunity to participate in the Retail Offer by applying exclusively through the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The Retail Offer, via the PrimaryBid mobile app, will be open to individual investors in the UK only following the release of this announcement. The Retail Offer is expected to close at the close of the bookbuild.  The Retail Offer may close early if it is oversubscribed.

The Company reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Retail Offer made through PrimaryBid.  It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or email PrimaryBid at [email protected]. 

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Dealing Codes

The dealing codes for the Ordinary Shares will be as follows:

Details of the Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over many years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail investors the opportunity to participate in the Offer. The Company is therefore making the Offer available exclusively through the PrimaryBid mobile app.

It is a term of the Retail Offer that the total value of Retail Shares available for subscription at the Placing Price does not exceed €8 million (or the GBP equivalent), less the amount to be subscribed by directors of the Company (or their connected persons). Accordingly, the Company is not required to publish (and has not published) a prospectus in connection with the Retail Offer as it falls within the exemption set out in section 86(1)(e) and 86(4) of FSMA. The Retail Offer is only being made in the UK, and is not being made in any jurisdiction where it would be unlawful to do so. Persons who are resident or otherwise located outside of the UK will not be eligible to register for participation in the offer through PrimaryBid or subscribe for Retail Shares.

There is a minimum subscription of £250 per investor under the terms of the Offer which is open to existing shareholders and other investors subscribing via the PrimaryBid mobile app.

For further details please refer to the PrimaryBid website at www.PrimaryBid.com. The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on www.PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt. 

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

Important information

This announcement is not for publication or public distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia, collectively, the "United States"), Australia, Canada, Hong Kong, the Republic of South Africa ("South Africa"), New Zealand or Japan or to US persons (as defined in Regulation S under the US Securities Act (as defined below) ("Regulation S"). The distribution of this Announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

No public offering of the Retail Shares is being made in the United States, United Kingdom, Australia, Canada, Hong Kong, South Africa, New Zealand, Japan or elsewhere. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or UK Prospectus Regulation (each as defined below)) to be published.

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

This communication is not for publication or distribution, directly or indirectly, in or into the United States of America. This communication is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) and may not be offered or sold in the United States, except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940 (the "Investment Company Act") and, as such, holders of the Shares will not be entitled to the benefits of the Investment Company Act.  No offer, sale, resale, pledge, delivery, distribution or transfer of the Shares may be made except under circumstances that will not result in the Company being required to register as an investment company under the Investment Company Act. 

The merits or suitability of any securities must be independently determined by the recipient on the basis of its own investigation and evaluation of the proposed investment trust. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment.  This announcement does not constitute and may not be construed as an offer to sell, or an invitation to purchase or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this announcement are provided as at the date of the document and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company. This announcement has not been approved by any competent regulatory or supervisory authority.

Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person. The returns set out in this announcement are targets only. There is no guarantee that any returns set out in this announcement can be achieved or can be continued if achieved, nor that the Company will make any distributions whatsoever. There may be other additional risks, uncertainties and factors that could cause the returns generated by the Company to be materially lower than the returns set out in this announcement.

The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions.  In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. Prospective investors are cautioned not to place undue reliance on such forward-looking statements.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any.  Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement.  The information contained in this announcement will not be updated.

This announcement does not constitute a recommendation regarding any securities. The price and value of securities and any income derived from them can go down as well as up and investors may not get back the full amount invested on disposal of the securities. Past performance is not a guide to future performance.

The Retail Shares to be issued pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks on the Company's website (or any other website) is incorporated in, or forms part of, this announcement.

The UK Financial Conduct Authority has approved the marketing of the Ordinary Shares in the UK in accordance with regulation 54 of the UK Alternative Investment Fund Managers Regulations 2013, as amended.