Tritax Eurobox

25 October 2021

RELATED PARTY TRANSACTION

EXPECTED CIRCULAR PUBLICATION DATE REGARDING THE ACQUISITION OF A LOGISTICS ASSET IN GERMANY

Further to the announcement of Tritax EuroBox plc ("Tritax EuroBox" or the "Company") (ticker: EBOX (Sterling) and BOXE (Euro)) on 22 October 2021, and pursuant to the notification requirements outlined in paragraph 11.1.7 of the Financial Conduct Authority's Listing Rules (the "Listing Rules"), the Company announces it intends to publish a circular on or around 15 November 2021 containing further information about the proposed acquisition of an asset located in Gelsenkirchen, Germany (the "Gelsenkirchen Proposal") and a notice convening a general meeting of the Company (the "General Meeting"), at which shareholders will be asked to vote in favour of a resolution to approve the Gelsenkirchen Proposal.

Tritax EuroBox, which invests in high-quality, prime logistics real estate strategically located across continental Europe, has entered into a conditional contract with Dietz Aktiengesellschaft, part of the Dietz group of companies (collectively referred to as "Dietz AG") to acquire an asset located in Gelsenkirchen, Germany for a total consideration of approximately €32.14 million.

The asset, held freehold, has a total gross internal area of approximately 16,632 square metres and comprises three purpose-built logistics facilities located in the heart of the prime logistics location in the Rhein-Ruhr region. Unit 1 is expected to be completed in December 2021, whilst it is expected units 2 and 3 will be delivered by February 2022.

The acquisition is structured as a corporate transaction, with the Company acquiring 89.9 per cent. of the shares in the entity holding the Gelsenkirchen asset (the "Gelsenkirchen SPV"). The net preliminary aggregate acquisition price of approximately €32.14 million, represents a cash payment of €13.19 million for the shares in the Gelsenkirchen SPV, as well as an additional €18.95 million payment in respect of various shareholder loans. The conditional share purchase agreement in relation to the Gelsenkirchen Proposal provides for a market standard purchase price adjustment mechanism for both the share purchase price and the shareholder loans. Development costs necessary to finalise units 2 and 3 are borne by Dietz AG as part of the sale conditions.

As Dietz AG is considered as a related party of the Company under the Listing Rules, the Gelsenkirchen Proposal is subject to shareholder approval.

Related party aspects of the Gelsenkirchen Proposal

Dietz Aktiengesellschaft is a substantial shareholder (as defined in the Listing Rules) of certain subsidiaries of the Company and is therefore a related party of the Company pursuant to Chapter 11 of the Listing Rules. In addition, Dr Wolfgang Dietz and Dr Hafez Balaei are directors of Dietz Aktiengesellschaft and other entities within the Dietz AG 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 directors of certain subsidiaries of the Company formed for the purposes of holding certain of the group's assets in Germany. As the Related Party Directors are also key individuals in the context of the Dietz AG group, Dietz Aktiengesellschaft is considered an associate of the Related Party Directors and is therefore a related party of the Company pursuant to Chapter 11 of the Listing Rules.

The Gelsenkirchen Proposal is classified as a related party transaction pursuant to Chapter 11 of the Listing Rules. The Gelsenkirchen Proposal is therefore conditional on, amongst other things, the approval of shareholders at the General Meeting.

Further information

Further details of the acquisition, including the key commercial terms, are set out in the appendix to this announcement.

A circular setting out, amongst other things, further details of the Gelsenkirchen Proposal, the action to be taken and a notice convening a General Meeting at which shareholders will be asked to vote in favour of a resolution to approve the Gelsenkirchen Proposal is expected to be posted to shareholders on or around 15 November 2021.

For further information please contact:

Tritax Group
+44 (0) 20 8051 5070

Nick Preston
Mehdi Bourassi

Jo Blackshaw (Investor Relations)

Maitland/AMO (Media inquiries)
James Benjamin
+44 (0) 7747 113 930
[email protected]

The Company's LEI is: 213800HK59N7H979QU33.

Notes:

Tritax EuroBox plc invests in and manages a well-diversified portfolio of well-located Continental European logistics real estate assets that are expected to deliver an attractive capital return and secure income to shareholders. These assets fulfil key roles in the logistics and distribution supply-chain focused on the most established logistics markets and on the major population centres across core Continental European countries.

Occupier demand for Continental European logistics assets is in the midst of a major long-term structural change principally driven by the growth of e-commerce. This is evidenced by technological advancements, increased automation and supply-chain optimisation.

The Company's Manager, Tritax Management LLP, has assembled a full-service European logistics asset management capability including specialist "on the ground" asset and property managers with strong market standings in the Continental European logistics sector.

Further information on Tritax EuroBox plc is available at www.tritaxeurobox.co.uk

TRITAX EUROBOX PLC

APPENDIX

ACQUISITION OF LOGISTICS ASSET IN THE RHINE-RUHR REGION OF GERMANY FOR €32 MILLION

Background to and reasons for the Gelsenkirchen Proposal

The Gelsenkirchen 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 Company has agreed to acquire 89.9 per cent. of the shares in the Gelsenkirchen SPV from Dietz AG for a total consideration of approximately €32.14 million. Dietz AG and its development partners will fund the remaining construction costs for the asset whilst Dietz AG will also retain the remaining 10.1 per cent. interest in the Gelsenkirchen SPV.

The 16,632 square metre development will comprise three units. Two of the units are subject to lease agreements which are conditional to practical completion, and the third unit will be subject to a rental guarantee from Dietz AG for a period of 18 months from the date of completion of the Gelsenkirchen asset. Construction commenced in August 2021. Practical completion of unit 1 is expected in December 2021, with practical completion of the remaining units expected by February 2022.

The Company and Tritax Management LLP believe that the Gelsenkirchen 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 Gelsenkirchen Proposal, it will also represent the Company's ninth acquisition in Germany, helping the Company build scale and spread costs over a wider asset base. As the nineteenth asset in the Company's portfolio⁽¹⁾, this will also provide wider diversification to spread risk across the portfolio.

Jones Lang LaSalle Ltd ("JLL") has independently valued the completed Gelsenkirchen asset. The JLL valuation equates to, in aggregate, €32.6 million.

Principal terms of the Gelsenkirchen Proposal

·    On 21 October 2021, the Company entered into a conditional share purchase agreement with Dietz AG pursuant to which Dietz AG agreed to sell and the Company agreed to purchase an 89.9 per cent. interest in the Gelsenkirchen SPV (the "Sale Agreement").

·    The preliminary aggregate acquisition price of approximately €32.14 million (approximately £27.20 million) (the "Total Gelsenkirchen Consideration") is split into a purchase price of €13.19 million for the majority stake of 89.9 per cent. in the Gelsenkirchen SPV and €18.95 million for shareholder loans to the Gelsenkirchen SPV. The gross property assets of the Gelsenkirchen SPV, which are the subject of the transaction, total €32.28 million as at October 2021 including fair value adjustments. Other net assets and liabilities amount to a net liability of €17.56 million. The Company expects the estimated rental value from the three units upon completion to total approximately €1.2 million per annum (based upon the existing conditional leases for units 1 and 2 and the level of the Company's guarantee for unit 3). The share purchase price and the shareholder loan purchase price are subject to a market standard, post-closing purchase price adjustment reflecting any movement in the balance sheet of the Gelsenkirchen SPV as at the completion date.

·    The Company has agreed to pay substantially all of the aggregate preliminary acquisition price on completion under the Sale Agreement. A holdback has been agreed, however, subject to the building receiving the DGNB Gold Certificate. Following completion, the preliminary purchase prices for the shares and the shareholder loans will be reviewed as part of the purchase price adjustment.

·    The Sale Agreement is conditional on inter alia the approval of shareholders of the Company at the General Meeting and practical completion of unit 1 of the Gelsenkirchen Facility having occurred.

·    As part of the proposal, Dietz AG has agreed to provide the Company with a rental guarantee in respect of the third unit from completion of the construction of the Gelsenkirchen Facility based on 18 months.

·    Subject to completion of the sale and purchase of the 89.9 per cent. interest in the Gelsenkirchen SPV pursuant to the Sale Agreement, Dietz AG and the Company have entered into a shareholders agreement in respect of the 10.1 per cent. Dietz AG interest and 89.9 per cent. Company interest in the Gelsenkirchen SPV (the "Shareholders Agreement"). Pursuant to the Shareholders Agreement, Dietz AG will be granted a put option to divest of its interest in the Gelsenkirchen SPV to the Company upon the expiry of the minimum 10 year holding period. The Company will also be granted a call option by Dietz AG to enable the Company to acquire the remaining shares in the Gelsenkirchen SPV held by Dietz AG. Both Dietz AG and the Company will be granted customary drag and tag rights in relation to their respective shareholdings. The consideration payable by the Company will be calculated by reference to the fair market value determined in accordance with the standards of the Institute of Certified Public Accountants in Germany.

Note:

(1) - this includes the acquisitions relating to the Rosersberg, Oberhausen and Settimo Torinese assets, which are also subject to completion.

Important notices:

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice. Subject to applicable law or regulation, the issue of this announcement shall not, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in this announcement is correct as at any time subsequent to the date of this announcement.

This announcement 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 announcement. 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 announcement 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.

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as sponsor for the Company in connection with this announcement and the proposed transaction and will not be acting for any other person, 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 announcement or any matter, transaction or arrangement referred to herein.

A copy of the circular when published will be available from the registered office of the Company and on the Company's website at www.tritaxeurobox.co.uk. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.