REG - Industrials REIT Ltd - DE-LISTING AND CANCELLATION OF TRADING OF SHARES

Industrials REITAnnouncement

22/06/2023 10:15

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RNS Number : 5849D  Industrials REIT Limited  22 June 2023

(#DN1) 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 SUCH
JURISDICTION.

FOR IMMEDIATE RELEASE

22 June 2023

RECOMMENDED FINAL CASH OFFER

for

Industrials REIT Limited

by

Sussex Bidco LP

(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

DE-LISTING AND CANCELLATION OF TRADING OF INDUSTRIALS SHARES

Further to the announcement made by Industrials REIT Limited ("Industrials")
on 21 June 2023 that the Scheme has become Effective in accordance with its
terms, Industrials today announces that, following an application by
Industrials, the Financial Conduct Authority has cancelled the listing of
Industrials Shares on the premium listing segment of the Official List and the
London Stock Exchange has cancelled the trading of Industrials Shares on the
London Stock Exchange's main market for listed securities, in each case with
effect from 8.00 a.m. (London time) today, 22 June 2023.

Following the suspension of Industrials Shares on the main board of the
Johannesburg Stock Exchange ("JSE"), effective from 9.00 a.m. (SAST) on 21
June 2023, the delisting of Industrials Shares from the JSE is expected to
take effect from 9.00 a.m. (SAST) on 27 June 2023, being the first Business
Day following the date on which payment of the Cash Consideration is expected
to be made to Industrials Shareholders on the South African Register.

Capitalised terms used but not defined in this announcement (the
"Announcement") have the meanings given to them in the scheme document
published on 9 May 2023 (a copy of which is available on Industrials' website
at www.industrialsreit.com (http://www.industrialsreit.com) ).

Enquiries:

 

 Industrials                                                           +44 20 3918 6600
 Paul Arenson
 Julian Carey
 James Beaumont
 Numis (Joint Financial Adviser and Corporate Broker to Industrials)   +44 20 7260 1000
 Hugh Jonathan
 Stuart Ord
 Eastdil Secured (Joint Financial Adviser to Industrials)              +44 20 7074 4950
 Max von Hurter
 Tomas Ribeiro
 Brunswick Group (PR Adviser to Blackstone and Bidco)                  +44 20 7404 5959
 Azadeh Varzi

 Peter Hesse
 FTI Consulting (Financial PR Adviser to Industrials)                  +44 20 3727 1000
 Richard Sunderland
 Richard Gotla
 Blackstone/Bidco                                                      +44 75 5367 3528
 Dafina Grapci-Penney
 Rothschild & Co (Lead Financial Adviser to Blackstone and Bidco)      + 44 20 7280 5000
 Alex Midgen
 Sam Green
 Jake Shackleford
 RBC Capital Markets (Financial Adviser to Blackstone and Bidco)       +44 207 653 4000
 Charlie Foster
 Paul Lim
 Nik Ingstrup

 

Simpson Thacher & Bartlett LLP is retained as legal adviser to Blackstone
and Bidco. Bryan Cave Leighton Paisner LLP is retained as legal adviser to
Industrials.

 

Java Capital is acting as JSE sponsor to Industrials. BofA Securities and
Deutsche Bank are also acting as financial advisers to Bidco.

 

Important notices

 

Numis Securities Limited ("Numis") which is authorised and regulated in the
United Kingdom by the FCA, is acting as the financial adviser and Rule 3
financial adviser to Industrials and no one else in connection with the
Acquisition and the matters set out in this announcement and shall not be
responsible to anyone other than Industrials for providing the protections
afforded to clients of Numis, nor for providing advice in connection with the
Acquisition or any matter referred to herein. Neither Numis 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 Numis in connection with this announcement, any statement or other
matter or arrangement referred to herein or otherwise. Numis has given, and
not withdrawn, its consent to the inclusion in this announcement of the
references to its name and the advice it has given to Industrials in the form
and context in which they appear.

Eastdil Secured International Limited ("Eastdil Secured") which is authorised
and regulated in the United Kingdom by the FCA, is acting as the financial
adviser to Industrials and no one else in connection with the Acquisition and
the matters set out in this announcement and shall not be responsible to
anyone other than Industrials for providing the protections afforded to
clients of Eastdil Secured, nor for providing advice in connection with the
Acquisition 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. Eastdil Secured has given, and not withdrawn, its consent to the
inclusion in this announcement of the references to its name and the advice it
has given to Industrials in the form and context in which they appear.

Java Capital Trustees and Sponsors Proprietary Limited ("Java Capital"), which
is authorised and regulated in South Africa by the JSE, which is licensed as a
securities exchange and is regulated by the Financial Sector Conduct Authority
and the Prudential Authority of South Africa, is acting as JSE sponsor
exclusively for Industrials and for no one else in connection with the matters
referred to in this announcement and will not be responsible to anyone other
than Industrials for providing the protections afforded to clients of Java
Capital, or for providing advice in relation to the contents of, matters
referred to in, this announcement or any matter referred to herein. Neither
Java Capital 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 Java Capital in connection
with this announcement, any statement or other matter or arrangement referred
to herein or otherwise. Java Capital has given, and not withdrawn, its consent
to the inclusion in this announcement of the references to its name and the
advice it has given to Industrials in the form and context in which they
appear.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated in the United Kingdom by the FCA, is acting for
Blackstone and Bidco and no one else in connection with the matters referred
to in this announcement. Rothschild & Co, its affiliates and their
respective directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to anyone other than
Blackstone and Bidco for providing the protections afforded to the clients of
Rothschild & Co nor for providing advice in relation to the matters
referred to in this announcement.

RBC Europe Limited (trading as "RBC Capital Markets"), which is authorised by
the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting
for Blackstone and Bidco and no one else in connection with the subject matter
of this announcement and will not be responsible to anyone other than
Blackstone and Bidco for providing the protections afforded to its clients or
for providing advice in connection with the subject matter of this
announcement.

Merrill Lynch International ("BofA Securities"), which is authorised by the
PRA and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Bidco and for no one else and will not be responsible to
anyone other than Bidco for providing the protections afforded to its clients
or for providing advice in relation to the matters referred to in this
announcement. Neither BofA Securities, nor any of its affiliates, 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 BofA Securities in connection with this
announcement, any statement contained herein or otherwise.

Deutsche Bank AG is a joint stock corporation incorporated with limited
liability in the Federal Republic of Germany, with its head office in
Frankfurt am Main where it is registered in the Commercial Register of the
District Court under number HRB 30 000. Deutsche Bank AG is authorised under
German banking law. The London branch of Deutsche Bank AG is registered in the
register of companies for England and Wales (registration number BR000005)
with its registered address and principal place of business at Winchester
House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is
authorised and regulated by the European Central Bank and the German Federal
Financial Supervisory Authority (BaFin).  With respect to activities
undertaken in the United Kingdom, Deutsche Bank AG is authorised by the
Prudential Regulation Authority. It is subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential Regulation
Authority. Details about the extent of Deutsche Bank AG's authorisation and
regulation by the Prudential Regulation Authority are available from Deutsche
Bank AG on request. Deutsche Bank AG, London Branch ("Deutsche Bank") is
acting as financial adviser to Bidco and no one else in connection with the
matters described in this announcement and will not be responsible to anyone
other than Bidco for providing the protections afforded to clients of Deutsche
Bank nor for providing advice in connection with the subject matter of this
announcement or any other matter referred to in this announcement.

Neither the US Securities and Exchange Commission nor any US state securities
commission or regulatory authority has reviewed or approved this announcement
or the Scheme. Any representation to the contrary is a criminal offence in the
United States.

 

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