Disclosure under Rule 2.10(c) of the Takeover Code
05/05/2023 10:18
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RNS Number : 5923Y Blackstone Group Intnl Ptnrs (The) 05 May 2023
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
FOR IMMEDIATE RELEASE
5 May 2023
Recommended Final Cash Offer
for
Industrials REIT Limited
by
Sussex Bidco LP ("Bidco")
(a newly-formed limited partnership indirectly owned by investment funds
advised by affiliates of Blackstone Inc.)
to be effected by means of a Court-sanctioned scheme of arrangement under Part
VIII of the Companies (Guernsey) Law 2008, as amended
Disclosure under Rule 2.10(c) of the Takeover Code
On 14 April 2023, Bidco and the board of Industrials REIT Limited
("Industrials") announced that they had reached agreement on the terms of a
recommended cash acquisition of the entire issued and to be issued share
capital of Industrials (the "Acquisition"), to be implemented by means of a
Court-sanctioned scheme of arrangement under Part VIII of the Companies
(Guernsey) Law 2008, as amended (the "Scheme") (the "Rule 2.7 Announcement").
As set out in the Rule 2.7 Announcement, Industrials had received a
non-binding letter of intent from TR Property Investment Trust PLC ("TR
Property") indicating their intent to support the Acquisition by way of the
Scheme, in respect of a total of 29,214,547 Industrials shares, representing
approximately 9.84 per cent of Industrials' issued share capital on 13 April
2023 (being the latest practicable date prior to the Rule 2.7 Announcement).
TR Property has advised Bidco that it has since disposed of 5,216,290
Industrials shares. As a result, with effect from such disposal, the
non-binding letter of intent given to Bidco by TR Property to support the
Acquisition has ceased to apply in respect of the Industrials shares so
disposed of by TR Property.
The non-binding letter of intent from TR Property is now therefore given in
respect of its remaining holding of 23,998,257 shares, representing
approximately 8.08 per cent of Industrials' issued share capital on 13 April
2023 (being the latest practicable date prior to the Rule 2.7 Announcement).
Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the Rule 2.7 Announcement.
Enquires:
Blackstone / Bidco +44 75 5367 3528
Dafina Grapci-Penney
Rothschild & Co (Financial Adviser to Blackstone and Bidco) +44 20 7280 5000
Alex Midgen
Sam Green
Jake Shackleford
Brunswick (PR Adviser to Blackstone and Bidco) +44 20 7404 5959
Azadeh Varzi
Peter Hesse
Important notice related to financial adviser
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Blackstone and for no one else in
connection with the subject matter of this announcement and will not be
responsible to anyone other than Blackstone for providing the protections
afforded to its clients or for providing advice in connection with the subject
matter of this announcement. Neither Rothschild & Co 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, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Rothschild & Co in connection with
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.
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 Takeover 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 (0)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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.industrialsreit.com by no later than 12 noon
(London time) on the business day following the date of this announcement. The
content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.
Additional Information
This announcement 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 Industrials REIT who are not
resident in the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of Industrials REIT
who are not resident in the United Kingdom will need to inform themselves
about, and observe any applicable requirements.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments.
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