REG - Titanium Ruth Bidco Tritax EuroBox PLC - Update to Stated Post-Offer Intention Statements

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RNS Number : 5773H  Titanium Ruth Bidco Ltd  07 May 2025

FOR IMMEDIATE RELEASE

 

THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULES
19.6(B) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

7 May 2025

Titanium Ruth Bidco Limited ("Bidco")

(a newly formed company indirectly owned by one of Brookfield's real estate
private funds)

Rule 19.6(b) update to stated post-offer intention statements with regards to
Titanium Ruth Holdco Limited (formerly Tritax EuroBox plc) ("Company")

Bidco announces that further to the completion of its recommended cash offer
for the entire issued and to be issued share capital of the Company, which was
effected by way of a scheme of arrangement under Part 26 of the Companies Act
2006 on 10 December 2024 (the "Effective Date") (the "Acquisition"), Bidco has
decided to take certain courses of action which differ from those described in
the statements of intent made pursuant to Rule 2.7(c)(viii) and 24.2 of the
Code (the "Stated Intentions"), as set out in its announcement dated 10
October 2024 (the "2.7 Announcement") and the scheme document dated 28 October
2024 in each case, published in connection with the Acquisition (the "Scheme
Document" and together with the 2.7 Announcement, the "Offer Documentation").

The Offer Documentation described that Bidco entered into an investment
management agreement framework agreement with the Company and Tritax
Management LLP (the "Manager") dated 10 October 2024 (the "IMA Framework
Agreement") pursuant to which the parties agreed to, inter alia: (i) serve
notice to terminate the existing investment management agreement between the
Company and the Manager (the "IMA"), such that the IMA shall terminate 24
months after the Effective Date; and (ii) negotiate in good faith and enter
into a new investment management agreement with the Manager following the
Effective Date.

Following its initial period of ownership and further discussions with the
Manager, Bidco, the Company and the Manager have agreed to an acceleration of
the notice period specified in the IMA Framework Agreement in exchange for a
termination fee of approximately EUR 5,500,000 payable by Bidco to the
Manager, subject to an adjustment for fees outstanding or paid in advance on
or about the date hereof. Pursuant to the terms of a termination agreement
entered into between Bidco, the Company and the Manager, the IMA and IMA
Framework Agreement are terminated with effect on and from the date of this
announcement.

As specified in the Stated Intentions, Brookfield Properties Logistics Europe
GmbH will take over the management of the Company's properties, subject to
continuing the operation of certain services which have been sub-contracted by
the Manager.

Enquiries:

 John Hamlin    +44 (0) 7436 054 717

 Marie Fuller   +44 (0) 20 7408 8375

 

 

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