Final Possible Cash Offer for Industrials REIT
03/04/2023 07:00
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RNS Number : 0470V Industrials REIT Limited 03 April 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
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
3 April 2023
Final Possible Cash Offer for Industrials REIT Limited ("Industrials REIT", or
the "Company")
The Board of Industrials REIT and Blackstone Inc. ("Blackstone") are pleased
to announce that, following a period of extensive negotiations, they have
reached agreement on the key financial terms of a final proposal for a
possible cash offer for Industrials REIT to be made by a new entity controlled
by one or more of the investment funds advised by Blackstone or any of its
affiliates (the "Blackstone Funds") (the "Final Offer").
Under the terms of the Final Offer, Industrials REIT shareholders would
receive 168 pence per ordinary share in cash. The Final Offer represents a
premium of:
· 42.4 per cent to the Industrials REIT closing price of 118.0 pence
per share on 31 March 2023; and
· 40.6 per cent to the Industrials REIT 1-month volume weighted
average share price of 119.5 pence on 31 March 2023.
The Board of Industrials REIT has indicated to Blackstone that it intends to
recommend the financial terms of the Final Offer to Industrials REIT
shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of
the Code be announced on such terms. Any announcement by Blackstone of a firm
intention to make an offer pursuant to Rule 2.7 remains subject to the
satisfaction or waiver (by Blackstone) of a limited number of customary
pre-conditions, including completion of confirmatory due diligence, which
Blackstone and Industrials REIT are working closely together to complete as
soon as is practicable. The Final Offer is not subject to a financing
pre-condition.
The directors of Industrials REIT and persons connected to them are interested
in, either legally or beneficially, approximately 18,707,810 Industrials REIT
shares, in aggregate, representing approximately 6.30 per cent of the issued
share capital of Industrials REIT (excluding shares held in treasury). The
directors of Industrials REIT intend to give customary hard irrevocable
undertakings in respect of the 5,502,168 Industrial REIT shares they directly
control and seek to obtain such irrevocable undertakings in respect of the
13,205,642 Industrials REIT shares held by their connected persons, in each
case to vote in favour of the offer, should a firm intention to make an offer
be announced on the same financial terms as the Final Offer.
Blackstone and Industrials REIT are targeting the announcement of a firm
intention to make an offer, pursuant to Rule 2.7 of the Code, by 14 April
2023, and a further announcement will be made as appropriate.
Important Code notes
This announcement has been made with the consent of Blackstone. There can be
no certainty that any firm offer will be made for the Company, even if the
pre-conditions referred to above are satisfied or waived. Blackstone has
reserved its right to waive, in whole or in part, any pre-condition at any
time and at its sole discretion.
In accordance with Rule 2.6(a) of the Code, the Blackstone Funds are required,
by not later than 5:00 pm (London time) on 1 May 2023, to either announce a
firm intention to make an offer for the Company in accordance with Rule 2.7 of
the Code or announce that the Blackstone Funds do not intend to make an offer
for the Company, in which case the announcement will be treated as a statement
to which Rule 2.8 of the Code applies. This deadline may only be extended with
the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.5(a) of the Code, Blackstone reserves the right to
make an offer for Industrials REIT on less favourable terms than those
described in this announcement: (i) with the agreement or recommendation of
the Board of Industrials REIT; (ii) if a third party announces a firm
intention to make an offer for Industrials REIT which, at that date, is of a
value less than the value of the Final Offer; or (iii) following the
announcement by Industrials REIT of a Rule 9 waiver transaction pursuant to
Appendix 1 of the Code. Save as in the circumstances set out below, Blackstone
is required to reduce the terms of the Final Offer to take account of the
value of any dividend or other distribution which is paid, or becomes payable
by Industrials REIT after the date of this announcement.
The financial terms of the Final Offer are final and will not be increased,
save that Blackstone reserves the right to revise and increase the financial
terms of the Final Offer where: (i) there is an announcement of a possible
offer or a firm intention to make an offer for Industrials REIT by any third
party; or (ii) the Panel otherwise provides its consent.
Enquiries
Industrials REIT +44 20 3918 6600
Paul Arenson
Julian Carey
James Beaumont
Numis (Joint Financial Adviser and Corporate Broker to Industrials REIT) +44 20 7260 1000
Hugh Jonathan
Stuart Ord
Eastdil Secured (Joint Financial Adviser to Industrials REIT) +44 20 7074 4950
Max von Hurter
Tomas Ribeiro
FTI Consulting (Financial PR Adviser to Industrials REIT) +44 20 3727 1000
Richard Sunderland
Richard Gotla
Java Capital (JSE Sponsor to Industrials REIT) +27 11 722 3050
Tanya de Mendonca
Daniel Ross
Blackstone +44 75 5367 3528
Dafina Grapci-Penney
Rothschild & Co (Financial Adviser to Blackstone) +44 20 7280 5000
Alex Midgen
Sam Green
Important notice related to financial advisers
Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively for
Industrials REIT and no one else in connection with the matters set out in
this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than Industrials REIT for providing the protections afforded to
clients of Numis, nor for providing advice in relation to any matter referred
to herein. Neither Numis 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 Numis in connection with this announcement, any statement
contained herein or otherwise.
Eastdil Secured International Limited ("Eastdil Secured"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively as financial adviser for Industrials REIT and
no one else in connection with the matters set out in this announcement and
will not be responsible to anyone other than Industrials REIT for providing
the protections afforded to clients of Eastdil Secured, or for providing
advice in connection with the content of this announcement or any matter
referred to herein. Neither Eastdil Secured nor any of its subsidiaries,
affiliates or branches 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 Eastdil Secured in connection with this announcement, any statement or
other matter or arrangement referred to herein or otherwise.
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.
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 (http://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.
In accordance with Rule 2.4(c)(iii) of the Code, Blackstone confirms that it
is not aware of any dealings in Industrials REIT shares that would require a
minimum level, or particular form, of consideration that it would be obliged
to offer under Rule 6 or Rule 11 of the Code (as appropriate) if it were to
make an offer. However, prior to this announcement it has not been practicable
for Blackstone to make enquiries of all persons acting in concert with it to
determine whether any dealings in Industrials REIT shares by such persons give
rise to a requirement under Rule 6 or Rule 11 of the Code for Blackstone, if
it were to make an offer, to offer any minimum level, or particular form, of
consideration. Any such details shall be announced as soon as practicable and
in any event by no later than the deadline for Blackstone's Opening Position
Disclosure.
MAR
This Announcement contains inside information for the purposes of Article 7 of
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). Upon publication
of this announcement, this inside information will be considered to be in the
public domain.
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.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, as at the close of business on 31
March 2023 (being the business day prior to the date of this announcement),
Industrials REIT confirms that it had in issue 296,860,448 ordinary shares of
EUR 0.000001258 each (excluding ordinary shares held in treasury). Industrials
REIT has a primary listing and is admitted to trading on the Main Market of
the London Stock Exchange and a secondary listing on the Main Board of the
Johannesburg Stock Exchange under the ISIN code GG00BFWMR296.
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.
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