REG - Tritax EuroBox PLC Brookfield Asset Mgt Tritax EuroBox -BOXE - Update re Possible Offer

BrookfieldAnnouncement

01/07/2024 16:30

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RNS Number : 6666U  Tritax EuroBox PLC  01 July 2024

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

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE"). THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO
THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

1 July 2024

 

Tritax EuroBox plc

 

Update re Possible Offer

 

On 3 June 2024, Brookfield Asset Management ("Brookfield") announced that it
was at the early stages of assessing a possible cash offer for the entire
issued and to be issued share capital of Tritax EuroBox plc ("Tritax EuroBox"
or the "Company") (the "Possible Offer").

 

Since the announcement, the Board of Tritax EuroBox (the "Board") has engaged
extensively with Brookfield, including through the provision of due diligence
information, and has received a series of indicative proposals from
Brookfield.

 

In accordance with Rule 2.6(a) of the Code, Brookfield was required by no
later than 5.00 pm (London time) on 1 July 2024 either to announce a firm
intention to make an offer for Tritax EuroBox in accordance with Rule 2.7 of
the Code or announce that it does not intend to make an offer for Tritax
EuroBox, in which case the announcement would be treated as a statement to
which Rule 2.8 of the Code applies.

 

In order to facilitate ongoing discussions and due diligence, and in
accordance with Rule 2.6(c) of the Code, the Board of Tritax has requested and
the Takeover Panel has consented to an extension of this deadline to 5.00 pm
(London time) on 29 July 2024. This deadline can be extended by the Board with
the consent of the Takeover Panel.

 

In addition, the Board confirms that, following the announcement of
Brookfield's possible cash offer on 3 June 2024, it is in discussions with a
number of parties from whom it has received and/or solicited expressions of
interest regarding a possible offer for the Company. The Board has also
provided such parties with access to due diligence information.

 

The Takeover Panel has granted a dispensation from the requirement of Rule
2.4(b) of the Code such that the Company is not required to identify in this
announcement any potential offeror whose existence it has referred to unless
that potential offeror has been specifically identified in any rumour or
speculation.

 

There can be no certainty that any firm offer will be made by Brookfield or
any other party, nor as to the terms of any such offer.

 

A further announcement will be made as appropriate. In the meantime,
shareholders are advised to take no action.

 

Enquiries:

Tritax EuroBox
 
                     +44 20 7290 1616

Robert Orr, Chair

Phil Redding, CEO

Mehdi Bourassi, CFO

Charles Chalkly, Director of Investor Relations

 

Lazard (Lead Financial Adviser)
 
      +44 20 7187 2000

Patrick Long

Jolyon Coates

Sebastian O'Shea-Farren

 

Jefferies (Joint Financial Adviser and Joint Corporate Broker)
                         +44 20 7029 8000

Rishi Bhuchar

Ed Matthews

Gaudi Le Roux

 

Barclays (Joint Financial Adviser and Joint Corporate Broker)
                        +44 20 7623 2323

Bronson Albery

Tom Macdonald

Callum West

 

Kekst CNC (PR Adviser)

Richard Campbell
 
                   +44 7775 784 933

Guy Bates
 
                           +44 7581 056 415

Tom Climie
 
                          +44 7760 160 248

 

Inside information

 

The information contained within this announcement is deemed by Tritax EuroBox
to constitute inside information as stipulated under the Market Abuse
Regulation (EU) No.596/2014 (as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018). On the publication of this
announcement via a Regulatory Information Service, such information is now
considered to be in the public domain.

 

For the purposes of MAR, this announcement is being made on behalf of Tritax
EuroBox by Hana Beard, Company Secretary.

 

Notices related to financial advisers

 

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

 

Barclays Bank PLC ("Barclays"), acting through its investment bank, which is
authorised by the PRA and regulated in the United Kingdom by the FCA and the
Prudential Regulation Authority (the "PRA"), is acting exclusively as
financial adviser to Tritax EuroBox and no one else in connection with the
matters set out in this announcement and will not be responsible to anyone
other than Tritax EuroBox for providing the protections afforded to clients of
Barclays nor for providing advice in relation to the matters set out in this
announcement.

 

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

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th business day
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 Code, any person who is, or becomes, interested in 1%
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, 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 pm (London
time) on the business day 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.

 

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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.

 

Rule 2.9 disclosure

 

In accordance with Rule 2.9 of the Code, as at the close of business on 28
June 2024 (being the business day prior to the date of this announcement),
Tritax EuroBox confirms that it had in issue 806,803,984 ordinary shares of 1
pence per share, each with voting rights and admitted to trading on the Main
Market of the London Stock Exchange under the ISIN code GB00BG382L74.

 

Rule 26.1 information

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available free of charge, subject to certain restrictions relating to
persons resident in restricted jurisdictions, on Tritax EuroBox's website at
www.tritaxeurobox.co.uk no later than 12 noon (London time) on the business
day following the date of this announcement.

 

For the avoidance of doubt, the contents of the website referred to in this
announcement are not incorporated into, and do not form part of, this
announcement.

 

Additional Information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to this announcement or otherwise. Any offer, if made,
will be made solely by certain offer documentation which will contain the full
terms and conditions of any offer, including details of how it may be
accepted. The distribution of this announcement in jurisdictions other than
the United Kingdom and the availability of any offer to shareholders of Tritax
EuroBox who are not resident in the United Kingdom may be affected by the laws
of other relevant jurisdictions. Therefore, any persons who are subject to the
laws of any jurisdiction other than the United Kingdom or shareholders of
Tritax EuroBox who are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable requirements.

 

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