Appleby has assisted long standing client Tritax Big Box REIT plc (TBBR), a main market listed investment fund focused on acquiring and managing logistics assets, on its big start to 2019. By the end of February, TBBR had closed the GBP 370m acquisition of an 87% stake in db symmetry, one of the largest privately owned warehouse developers in the UK, and raised GBP 400m via a US Private Placement.
db symmetry has a land portfolio comprising 2,500 acres, and as a result of the scarcity of land at major logistics locations in the UK, the portfolio of new assets will provide a significant commercial and competitive advantage for TBBR in the future. TBBR part funded the purchase price of GBP 370 million by raising GBP 250 million through a placing and open offer of 192.3 million new shares. The Appleby team in Jersey, led by corporate partner Andrew Weaver and assisted by associate Paul Worsnop, advised on the acquisition documents and helped TBBR structure the acquisition vehicle through which the db symmetry senior management team retain their 13% interest in the group. The transaction involved the acquisition of a number of BVI companies with due diligence and BVI acquisition mechanics being led by Isle of Man based corporate partner and head of Appleby’s BVI (GMT) team Kyle Sutherland and assisted by associate Sophie Corkish.
Appleby Partner, Andrew Weaver commented: “Appleby is incredibly proud to be associated with such an exciting brand and to work alongside the Tritax team again. The transaction is an excellent example of Appleby’s local expertise and transactional support provided by our pragmatic, client-centric and solution driven Crown Dependencies team.”
Henry Franklin, Tritax Group’s Head of Structuring and Legal said “Appleby’s continued support in this significant and complex transaction has been greatly appreciated by the deal team.”
Later in February 2019, TBBR successfully drew on the GBP 400 million US private placement that was priced in November 2018. Much like the existing Euro medium term note programme, the unsecured notes were guaranteed by over 50 of TBBR’s subsidiaries in Jersey, Guernsey, Isle of Man and the BVI. The Appleby team, led by corporate partners Andrew Weaver, Kyle Sutherland and Jeremy Berchem, advised on the listing and offer documents and off-shore regulatory matters arising in connection with the placement as well as general transactional advice across all jurisdictions. With the Jersey office acting as the primary contact point, Appleby provided TBBR and their advisors with a single point of contact across all jurisdictions and consolidated advice, saving time, cost and duplicated effort.
Frankie Whitehead, Tritax Group’s Head of Finance said “It’s been hugely beneficial to work with the Appleby team on this latest transaction. Their understanding of our business and this sector has been invaluable.”
These two transactions are the latest in a string of similar transactions Appleby has assisted TBBR with over the last few years including their GBP 1.5 billion Euro medium term note programme, current GBP 350 million revolving credit facility alongside other transactions for funds advised by the Tritax Group such as the EUR 118 million acquisition of a regional distribution centre in Italy for Tritax Eurobox plc in 2018.