Last checked at 
6 Oct 2022 07:00
06 October 2022
PROPOSED AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
Tritax EuroBox plc (the "Company"), which invests in high-quality, prime logistics real estate strategically located across continental Europe, announces that it is proposing to amend its Investment Management Agreement ("IMA") with Tritax Management LLP (the "Manager") to support its long-term strategic objectives.
The key changes proposed are:
· A reduction in the base management fee to 1.00% on Net Asset Value ("NAV") up to €1 bn and 0.75% on NAV above €1 bn.1
· Property management services procured by the Manager will now be contracted directly with the Company and, hence, fees relating to such services will be paid by the Company.2
· Based on the last reported NAV at 31 March 2022, the proposed changes would result in a net c.€2.4mn reduction in the annual costs to the Company.
· The proposed fee would be back-dated becoming effective from 1 August 2022.
· The Manager will continue to apply 10% of the management fee to the purchase of Company shares, which the Manager is restricted from selling for 12 months following their purchase.
· The provision of ESG services now enshrined in the IMA.
· A new 18-month fixed term effective from the date of the General Meeting after which the Company would have a two-year rolling notice.
The Manager is a related party of the Company under Chapter 11 of the FCA's Listing Rules and the proposed amendments to the term of the IMA constitute a smaller related party transaction under Listing Rule 11.1.10R. The information in this announcement is being notified pursuant to Listing Rule 11.1.10(c)R.
Whilst the Company is not required to obtain Shareholder approval in relation to the proposed amendments, it is giving Shareholders the opportunity to approve them as a matter of good corporate governance. Therefore, the proposed amendments to the IMA are conditional upon the approval of Shareholders at a general meeting. A circular related to the changes is expected to be published on or around 7 October 2022 which will contain further details on the General Meeting.
Robert Orr, Chairman of the Company, commented:
"We have worked closely with the Manager to identify ways to both reduce costs and to ensure that we have the skills and resources in place to deliver returns to our shareholders over the long term. The proposed amendments to the IMA are intended to achieve this through a reduction in the Manager's fee, as well as providing additional security to the Company through greater contractual certainty with the Manager.
The Board believes the revised IMA supports the delivery of the Company's strategic objectives and is in the best interests of shareholders."
Phil Redding, Fund Manager of the Company, commented:
"The amendments to the IMA will help deliver our key short term priorities of reducing costs and providing for a covered dividend. The portfolio remains in great shape based on its high-quality assets with strong ESG credentials and inbuilt inflation protection. The business is underpinned by a strong financial position with no debt refinancing needed before 2025 and a low cost of debt either fixed or capped.
Investment markets have weakened recently, largely due to European interest rates increasing in response to inflation. However, occupational markets remain strong, with rental growth continuing to be generated across our markets.
I am excited to be taking the business forward, optimising the portfolio and driving further income growth."
1Revised Fee Structure
CURRENT | PROPOSED | ||
Basic NAV | Annual Management Fee (% of Basic NAV) | Basic NAV | Annual Management Fee (% of Basic NAV) |
Up to and including €500mn | 1.30% | Up to and including €1bn | 1.00% |
Above €500mn and up to and including €2bn | 1.15% | Above €1bn | 0.75% |
Above €2bn | 1.00% | ||
2 An element of the property management fee is not recoverable from the tenants. These fees currently total c.€450,000 per annum (0.04% of NAV).
For further information please contact:
Tritax Group +44 (0) 20 8051 5070
Phil Redding
Mehdi Bourassi
Jo Blackshaw (Investor Relations)
Barclays Bank plc (Joint Corporate Broker and Financial Adviser)
+44 (0)20 7623 2323
Andrew Tusa
Bronson Albery
Edouard Asselin
Jefferies International Limited (Joint Corporate Broker and Financial Adviser)
+44 (0) 20 7029 8000
Ed Matthews
Gaudi Le Roux
Akur Limited (Joint Financial Adviser)
+44 (0) 20 7493 3631
Anthony Richardson
Siobhan Sergeant
Kekst CNC (Media enquiries)
Neil Maitland/Tom Climie
07971 578 507 / 07760 160 248
tritax@kekstcnc.com
The Company's LEI is: 213800HK59N7H979QU33.
Notes:
Tritax EuroBox plc invests in and manages a 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.
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