REG - Tritax EuroBox PLC SEGRO PLC Brookfield Asset Mgt Tritax EuroBox -BOXE - Adjournment of Court Meeting and General Meeting

BrookfieldAnnouncement

24/10/2024 13:15

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RNS Number : 5109J  Tritax EuroBox PLC  24 October 2024

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For immediate release

24 October 2024

TRITAX EUROBOX PLC ("Tritax EuroBox")

Adjournment of Court Meeting and General Meeting for the SEGRO Offer

On 10 October 2024, the boards of Tritax EuroBox and Titanium Ruth Bidco
Limited (a newly formed company indirectly owned by one of Brookfield's real
estate private funds) announced that they had reached agreement on the terms
of a recommended cash offer whereby the entire issued and to be issued share
capital of Tritax EuroBox will be acquired by Bidco (the "Brookfield Offer"),
intended to be implemented by means of a scheme of arrangement under Part 26
of the Companies Act 2006. The directors of Tritax EuroBox announced that they
consider that the terms of the Brookfield Offer represent an attractive
premium over the earlier all-share offer by SEGRO for the entire issued and to
be issued share capital of Tritax EuroBox, announced on 4 September 2024 (the
"SEGRO Offer"). The shareholder circular in relation to the SEGRO Offer was
published on 26 September 2024 (the "SEGRO Scheme Document").

The Tritax EuroBox Directors unanimously intend to recommend that Tritax
EuroBox Shareholders vote in favour of the resolutions to implement the
Brookfield Offer. In light of the Tritax EuroBox Directors' intended
recommendation of the Brookfield Offer, the Tritax EuroBox Directors have
withdrawn their recommendation of the SEGRO Offer and, accordingly, announced
on 18 October 2024 that it was proposed that the Court Meeting and the General
Meeting required to implement the SEGRO Offer be adjourned until further
notice.

Adjournment

The Tritax EuroBox Directors confirm that the Court Meeting and the General
Meeting required to implement the SEGRO Offer were adjourned until further
notice earlier today.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the SEGRO Scheme Document.

Enquiries:

 Tritax EuroBox                                                           +44 (0) 20 7290 1616
 Robert Orr (Chair)

 Phil Redding (CEO)

 Mehdi Bourassi (CFO)

 Charles Chalkly (Director of Investor Relations)
 Lazard (Lead Financial Adviser to Tritax EuroBox)                        +44 (0) 20 7187 2000
 Patrick Long

 Jolyon Coates

 Sebastian O'Shea-Farren
 Barclays (Joint Financial Adviser and Joint Corporate Broker to Tritax   +44 (0) 20 7623 2323
 EuroBox)
 Bronson Albery

 Tom Macdonald

 Callum West
 Jefferies (Joint Financial Adviser and Joint Corporate Broker to Tritax  +44 (0) 20 7029 8000
 EuroBox)
 Rishi Bhuchar

 Ed Matthews

 Gaudi Le Roux
 Kekst CNC (PR Adviser to Tritax EuroBox)
 Richard Campbell                                                         +44 (0) 7775 784 933

 Guy Bates                                                                +44 (0) 7581 056 415

 Tom Climie                                                               +44 (0) 7760 160 248

 

Important notices

This announcement does not constitute or form part of an offer or an
invitation to purchase or subscribe for any securities, or a solicitation of
an offer to buy any securities, whether pursuant to this announcement or
otherwise, in any jurisdiction in which such offer, invitation or solicitation
is or would be unlawful.

 

This announcement does not comprise a prospectus or a prospectus equivalent
document or an exempted document.

 

The contents of this announcement do not amount to, and should not be
construed as, legal, tax, business or financial advice.

 

The statements contained in this announcement are made as at the date of this
announcement, unless some other date is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

 

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Tritax EuroBox and for no
one else in connection with the Transaction and the matters described in this
announcement and will not be responsible to anyone other than Tritax EuroBox
for providing the protections afforded to clients of Lazard or for providing
advice in connection with the Transaction or any matter described in this
announcement. Neither Lazard nor any of its affiliates (nor their respective
directors, officers, employees or agents) owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, in contract, in
tort, under statute or otherwise) to any person who is not a client of Lazard
in connection with this announcement, any statement contained herein, the
Transaction or otherwise.

 

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the PRA and regulated by the FCA and the PRA in the United
Kingdom, is acting exclusively for Tritax EuroBox and for no one else in
connection with the Transaction and the matters described in this announcement
and will not be responsible to anyone other than Tritax EuroBox for providing
the protections afforded to its clients or for providing advice in connection
with the Transaction or the matters described in this announcement. In
accordance with the City Code, normal United Kingdom market practice and Rule
14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to
act as exempt principal trader in Tritax EuroBox and SEGRO securities on the
London Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom pursuant to
the City Code will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at www.londonstockexchange.com.
This information will also be publicly disclosed in the United States to the
extent that such information is made public in the United Kingdom.

 

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for Tritax
EuroBox and for no one else in connection with the Transaction and the matters
described in this announcement and will not be responsible to anyone other
than Tritax EuroBox for providing the protections afforded to its clients or
for providing advice in connection with the Transaction or the matters
described in this announcement. Neither Jefferies nor any of its affiliates
(nor their respective directors, officers, employees or agents) owes or
accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, in contract, in tort, under statute or otherwise) to any person who
is not a client of Jefferies in connection with this announcement, any
statement contained herein, the Transaction or otherwise.

Overseas jurisdictions

The release, publication or distribution of this announcement and any formal
documentation relating to the Transaction in, into or from jurisdictions other
than the United Kingdom may be restricted by law and/or regulation and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about and observe any
applicable legal or regulatory requirements. In particular, the ability of
persons who are not resident in the United Kingdom to vote their Tritax
EuroBox Shares with respect to the Scheme at the Court Meeting or the
Resolution at the General Meeting, or to execute and deliver Forms of Proxy
appointing another person to vote at the Court Meeting or the General Meeting
on their behalf, may be affected by the laws of the relevant jurisdictions in
which they are located. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. To
the fullest extent permitted by applicable law, the companies and persons
involved in the Transaction disclaim any responsibility or liability for the
violation of such restrictions by any person.

Unless otherwise determined by SEGRO or required by the City Code, and
permitted by applicable law and regulation, the New SEGRO Shares to be issued
pursuant to the Transaction to Scheme Shareholders will not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Transaction by any such use, means, instrumentality or form from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Accordingly, copies
of this announcement and any formal documentation relating to the Transaction
are not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from any Restricted Jurisdiction or
any other jurisdiction where to do so would constitute a violation of the laws
of that jurisdiction, and persons receiving such documents (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send such documents in, into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of the Transaction. If the Transaction is implemented by way of an
Offer (unless otherwise permitted by applicable law and regulation), the Offer
may not be made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission or telephone) of interstate or foreign
commerce of, or of any facility of a national, state or other securities
exchange of, any Restricted Jurisdiction and the Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities from within
any Restricted Jurisdiction.

The availability of New SEGRO Shares pursuant to the Transaction to Tritax
EuroBox Shareholders who are not resident in the United Kingdom or the ability
of those persons to hold such New SEGRO Shares may be affected by the laws or
regulatory requirements of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements.
Tritax EuroBox Shareholders who are in doubt about such matters should consult
an appropriate independent professional adviser in the relevant jurisdiction
without delay.

This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.

All Tritax EuroBox Shareholders or other persons (including nominees, trustees
and custodians) who would otherwise intend to or may have a contractual or
legal obligation to forward this announcement and the accompanying Forms of
Proxy to a jurisdiction outside the United Kingdom should refrain from doing
so and seek appropriate professional advice before taking any action.

US investors

Tritax EuroBox Shareholders in the United States should note that the
Transaction relates to the shares of an English company with a listing on the
London Stock Exchange and is proposed to be implemented pursuant to a scheme
of arrangement provided for under English company law. A transaction effected
by means of a scheme of arrangement is not subject to the proxy solicitation
or the tender offer rules under the US Exchange Act. Accordingly, the
Transaction is subject to the procedural and disclosure requirements, rules
and practices applicable in the United Kingdom to schemes of arrangement
involving a target company incorporated in England and listed on the London
Stock Exchange, which differ from the requirements of US proxy solicitation or
tender offer rules.

However if, in the future, SEGRO elects, with the consent of the Panel (where
necessary), to implement the Transaction by means of an Offer and determines
to extend such Offer into the United States, such Offer will be made in
compliance with all applicable laws and regulations, including, without
limitation, to the extent applicable, Section 14(e) of the US Exchange Act and
Regulation 14E thereunder, and subject, in the case of participation by Tritax
EuroBox Shareholders resident in the United States, to the availability of an
exemption (if any) from the registration requirements of the US Securities Act
and of the securities laws of any state or other jurisdiction of the United
States. Such Offer would be made by SEGRO (or its affiliate) and no one else.

Financial information included in this announcement (or, if the Transaction is
implemented by means of an Offer, the Offer Document) has been or will be
prepared in accordance with UK IFRS and thus may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States. Generally accepted accounting principles in the United
States differ in certain significant respects from UK IFRS.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) under the
US Exchange Act (if applicable), SEGRO, certain affiliated companies and their
nominees or brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, shares in Tritax EuroBox other than
pursuant to the Transaction, until the date on which the Transaction becomes
Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule
14e-5(b) under the US Exchange Act (if applicable), Barclays and its
affiliates will continue to act as exempt principal trader in Tritax EuroBox
Shares on the London Stock Exchange. If such purchases or arrangements to
purchase were to be made, they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices and would
comply with applicable law, including the US Exchange Act. Any information
about such purchases will be disclosed as required in the United Kingdom, will
be reported to a Regulatory Information Service of the FCA and will be
available on the London Stock Exchange website: www.londonstockexchange.com.

The New SEGRO Shares have not been and, unless SEGRO otherwise elects in the
event of an Offer, will not be registered under the US Securities Act or under
the securities laws of any state or other jurisdiction of the United States.
Accordingly, the New SEGRO Shares may not be offered, sold, resold, delivered,
distributed or otherwise transferred, directly or indirectly, in or into or
from the United States absent registration under the US Securities Act or an
exemption therefrom and unless in compliance with the securities laws of any
state or other jurisdiction of the United States. The New SEGRO Shares are
expected to be issued in reliance upon the exemption from the registration
requirements of the US Securities Act provided by section 3(a)(10) thereof.

For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act afforded by Section 3(a)(10) thereof,
Tritax EuroBox will advise the Court that the Court's sanctioning of the
Scheme will be relied on by SEGRO as an approval of the Scheme following a
hearing on the fairness of the terms and conditions of the Scheme to Tritax
EuroBox Shareholders, at which hearing all such shareholders are entitled to
attend in person or through counsel to support or oppose the sanctioning of
the Scheme and with respect to which notification has been given to all such
shareholders.

None of the securities referred to in this announcement have been approved or
disapproved by the SEC, any state securities commission in the United States
or any other US regulatory authority, nor have such authorities passed upon or
determined the fairness or merits of such securities or the Transaction or
upon the adequacy or accuracy of the information contained in this
announcement. Any representation to the contrary is a criminal offence in the
United States.

It may be difficult for US holders of Tritax EuroBox Shares to enforce their
rights and claims arising out of the US federal securities laws, since SEGRO
and Tritax EuroBox are each organised in countries other than the United
States, and some or all of their officers and directors may be residents of,
and some or all of their assets may be located in, jurisdictions other than
the United States. US holders of Tritax EuroBox Shares may have difficulty
effecting service of process within the United States upon those persons or
recovering against judgments of US courts, including judgments based upon the
civil liability provisions of the US federal securities laws. US holders of
Tritax EuroBox Shares may not be able to sue a non-US company or its officers
or directors in a non-US court for violations of US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's jurisdiction or judgment.

The receipt of New SEGRO Shares pursuant to the Transaction by a US Tritax
EuroBox Shareholder may be a taxable transaction for US federal income tax
purposes, and may also be a taxable transaction under applicable state and
local tax laws, as well as foreign and other tax laws. Each Tritax EuroBox
Shareholder is urged to consult its independent professional adviser
immediately regarding the tax consequences of the Transaction

Forward-looking statements

This announcement (including information incorporated by reference into this
announcement), oral statements regarding the Transaction and other information
published by SEGRO and Tritax EuroBox contain certain forward-looking
statements with respect to the financial condition, strategies, objectives,
results of operations and businesses of SEGRO and Tritax EuroBox and their
respective groups and certain plans and objectives with respect to the
Combined Group. These forward-looking statements can be identified by the fact
that they do not relate only to historical or current facts. Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of SEGRO
and Tritax EuroBox about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially from the
future results expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include statements
relating to the expected effects of the Transaction on SEGRO and Tritax
EuroBox, the expected timing and scope of the Transaction and other statements
other than historical facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should", "would",
"could", or other words of similar meaning. These statements are based on
assumptions and assessments made by SEGRO and/or Tritax EuroBox in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate. By
their nature, forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that are expected to occur
in the future and the factors described in the context of such forward-looking
statements in this announcement could cause actual results and developments to
differ materially from those expressed in or implied by such forward-looking
statements. Although it is believed 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 and readers are therefore
cautioned not to place undue reliance on these forward-looking statements.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in global,
political, economic, business and/or competitive conditions, market and
regulatory forces, future exchange and interest rates, changes in tax rates
and future business combinations or dispositions.

Each forward-looking statement speaks only as at the date of this
announcement. Neither SEGRO nor Tritax EuroBox, nor their respective groups,
assumes any obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law or by the rules of any
competent regulatory authority.

Dealing and Opening Position Disclosure Requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day (as defined in the City Code) following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th Business Day (as defined in the City Code) following the announcement
in which any securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested
in one per cent. or more of any class of relevant securities of the offeree
company or of any securities exchange offeror must make a Dealing Disclosure
if the person deals in any relevant securities of the offeree company or of
any securities exchange offeror. A Dealing Disclosure must contain details of
the dealing concerned and of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the Business Day (as defined in the City
Code) following the date of the relevant dealing. If two or more persons act
together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an
offeree company or a securities exchange offeror, they will be deemed to be a
single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Panel's
website at www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Publication on website

A copy of this announcement and the documents required to be published
pursuant to Rules 26.1, 26.2 and 26.3 of the City Code will be available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Tritax EuroBox's website at
https://www.tritaxeurobox.co.uk/investors/shareholder-information/SEGRO-offer/
(https://www.tritaxeurobox.co.uk/investors/shareholder-information/SEGRO-offer/)
by no later than 12 noon (London time) on the Business Day following the
publication of the Scheme Document..

Save as expressly referred to in this announcement, neither the contents of
these websites nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this announcement.

Availability of hard copies

In accordance with Rule 30.3 of the City Code, Tritax EuroBox Shareholders and
persons with information rights may request a copy of this announcement in
hard copy form free of charge. Such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Transaction should be in hard copy form. For persons who have received a copy
of the Scheme Document in electronic form or via a website notification, a
hard copy of the Scheme Document will not be sent to you unless you have
previously notified Tritax EuroBox's registrar, Computershare, that you wish
to receive all documents in hard copy form or unless requested in accordance
with the procedure set out below.

If you would like to request a hard copy of the this announcement please
contact Tritax EuroBox's registrar, Computershare, at The Pavilions,
Bridgwater Road, Bristol, United Kingdom, BS99 6ZY, or by calling 0370 703
0010 or from overseas +44(0)370 703 0010. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public
holidays in England and Wales). Please note that Computershare cannot provide
any financial, legal or tax advice. Calls may be recorded and monitored for
security and training purposes.

Scheme process

In accordance with Section 5 of Appendix 7 to the City Code, Tritax EuroBox
will announce through a Regulatory Information Service key events in the
Scheme process including the outcomes of the Meetings and the Scheme Court
Hearing.

Unless otherwise consented to by the Court (if required) and the Panel, any
modification or revision to the Scheme will be made no later than the date
which is 14 days prior to the Meetings (or any later date to which such
Meetings are adjourned or postponed).

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