REG - Industrials REIT Ltd - SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

Industrials REITAnnouncement

21/06/2023 09:45

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RNS Number : 4441D  Industrials REIT Limited  21 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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

21 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

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 20 June 2023, Industrials and Bidco announced that the Court had sanctioned
the Scheme at the Court Hearing.

Industrials and Bidco are now pleased to announce that the Scheme Court Order
has been delivered to the Guernsey Registry today and, accordingly, the Scheme
has now become effective in accordance with its terms. The entire issued
ordinary share capital of Industrials is therefore now owned by Bidco. The
terms of the Scheme are set out in the scheme document published by
Industrials on 9 May 2023, a copy of which is available on Industrials'
website at www.industrialsreit.com (http://www.industrialsreit.com) (the
"Scheme Document").

Capitalised terms used but not defined in this announcement (the
"Announcement") have the meanings given to them in the Scheme Document. All
references to times in this Announcement are to London times, unless otherwise
stated.

Settlement

A Scheme Shareholder on the register of members of Industrials at the Scheme
Record Time, being 6.00 p.m. (7.00 p.m. SAST) on 20 June 2023, will be
entitled to receive 168 pence in cash for each Scheme Share held (which, for
Scheme Shareholders registered on the South African Register, is equal to
39.25320 Rand (3 925.32 cents) per Scheme Share, at the GBP/Rand Exchange Rate
of 23.365 Rand for each GBP 1.00 as announced on 20 June 2023). In accordance
with the terms of the Scheme, settlement of the Cash Consideration to which
any Scheme Shareholder is entitled will be effected within 14 days of the
Effective Date in the manner and subject to what is set out below.

(a)      Where Scheme Shares are held in certificated form

 

Where, at the Scheme Record Time, and subject to the remainder of this
section, a Scheme Shareholder holds Scheme Shares in certificated form,
settlement of the Cash Consideration shall be dispatched by cheque or by
electronic payment to their mandated bank or building society account as
recorded by the Registrars or by such other method as may be approved by the
Panel.

 

In light of ongoing concerns about the reliability of the South African postal
system and, where deemed necessary, to enhance the processes by which
certificated shareholders will receive the Cash Consideration, it is proposed
that cheques will not be mailed to (a) Scheme Shareholders who hold their
shares in certificated form and have a registered address on the Guernsey
Register in South Africa, (b) Scheme Shareholders who hold their Scheme Shares
in certificated form on the South African Register or (c) any other Scheme
Shareholder who holds their shares in certificated form where the Company
and/or either of the Registrars has identified a verification issue with the
information provided for that Scheme Shareholder or any underlying beneficial
holders, where the information is required for the purpose of payment of the
Cash Consideration to the Scheme Shareholder, which needs to be addressed
before payment of the Cash Consideration to such Scheme Shareholder can be
made. In these circumstances, the Registrars will, where they hold validated,
and verified mandated bank or building society electronic payment details for
such Scheme Shareholder, dispatch payment to them by way of electronic payment
to their mandated bank or building society or, where they do not have such
details, hold the Cash Consideration on trust for such Scheme Shareholders and
engage with each of them to verify their identity and payment details before
payment of the Cash Consideration is made to them (whether by way of
electronic payment or, if requested, cheque (in the latter case only in
respect of such Scheme Shareholders who do not have a registered address on
the Register in South Africa)). In addition and without prejudice to the
foregoing, no electronic payment shall be made to any Scheme Shareholder where
the Company and/or the Registrars have been unable to validate the electronic
payment details to the satisfaction of the Company and/or the Registrars. The
Registrars shall also have the power to withhold any Cash Consideration
payable to any Scheme Shareholder where either the Company and/or either of
the Registrars believe that there is a verification issue with the information
provided for that Scheme Shareholder or any underlying beneficial holders,
where the information is required for the purpose of payment of the Cash
Consideration to the Scheme Shareholder. Further details of such trust
arrangement are set out in paragraph 4 in Part 3 of the Scheme Document.

 

Subject to the above, all deliveries of cheques required to be made pursuant
to the Scheme shall be effected by posting them no later than 14 days after
the Effective Date by first class post or by such other method as may be
approved by the Panel, addressed to the persons entitled to them at their
respective addresses as appearing in the Register at the Scheme Record Time
(or, in the case of joint holders, at the address of that one of the joint
holders whose name stands first in the Register in respect of such joint
holding at such time) and neither Industrials nor Bidco (nor any of their
respective nominees or agents) shall be responsible for any loss or delay in
the transmission of cheques sent in this way.

 

All Cash Consideration due to Scheme Shareholders registered on the Guernsey
Register shall be paid in pounds sterling and, in the case of a cheque, drawn
on a UK clearing bank or by electronic payment to their mandated bank or
building society account as recorded by the Guernsey Registrar.

 

In the case of Scheme Shareholders on the Guernsey Register, all cheques shall
be made payable to the holder (except that, in the case of joint holders,
Bidco reserves the right to make cheques payable to the joint holder whose
name stands first in the Register in respect of such joint holding at the
Scheme Record Time) and the encashment of any such cheque shall be a complete
discharge to Bidco for the obligation to pay the monies represented thereby.
As noted above, no cheques will be issued or paid to (a) Scheme Shareholders
who hold their shares in certificated form and have a registered address on
the Guernsey Register in South Africa, (b) Scheme Shareholders who hold their
Scheme Shares in certificated form on the South African Register or (c) any
other Scheme Shareholder who holds their shares in certificated form where the
Company and/or either of the Registrars has identified a verification issue.
The Cash Consideration due to such Scheme Shareholders will be held in trust
by the Registrars on behalf of such Scheme Shareholder for a period of twelve
years from the Effective Date, after which time if it remains unclaimed for
any reason the Cash Consideration will be forfeited and cease to remain owing
by Bidco or Industrials (or the Guernsey Registrar) and shall thenceforth
belong to Bidco (with any interest accruing being for the benefit of Bidco).
For the avoidance of doubt, no interest will accrue for the benefit of Scheme
Shareholders on the Cash Consideration.

 

(b)      Where Scheme Shares are held in uncertificated or dematerialised
form (that is, in CREST or the STRATE system)

 

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in
uncertificated or dematerialised form, the payment of Cash Consideration to
which:

(i)       CREST shareholders are entitled, shall be effected through
CREST by Bidco instructing (or procuring the instruction of) Euroclear to
create a CREST assured payment obligation in accordance with the CREST assured
payment arrangements in favour of the appropriate CREST account through which
the relevant Scheme Shareholder holds those uncertificated Scheme Shares in
respect of the Cash Consideration due to that Scheme Shareholder; or

(ii)      STRATE shareholders are entitled, shall be effected through the
STRATE system by Bidco instructing (or procuring the instruction of) STRATE or
the South African Registrar (as applicable) to create a STRATE system assured
payment obligation in accordance with the STRATE system assured payment
arrangements in favour of the appropriate STRATE account through which the
relevant Scheme Shareholder holds those dematerialised Scheme Shares in
respect of the Cash Consideration due to that Scheme Shareholder, with such
Cash Consideration having been converted into Rand at the GBP/Rand Exchange
Rate of 23.365 Rand for each GBP 1.00.

 

The instruction by (or on behalf of) Bidco to create an assured payment
arrangement (whether under CREST or the STRATE system) shall be a complete
discharge of Bidco's obligations under the Scheme with reference to payments
through CREST or the STRATE system (as relevant).

 

The CREST payment obligations set out above will be created within 14 days
after the Effective Date. As from the Effective Date, each holding of
Industrials Shares credited to any stock account in CREST will be disabled and
all Industrials Shares will be removed from CREST in due course thereafter.
The STRATE payment obligations set out above will be settled within five days
after the Effective Date. As from the Effective Date, each holding of
Industrials Shares credited to any stock account in the STRATE system will be
disabled and all Industrials Shares will be removed from the STRATE system on
the business day following settlement of the STRATE payment obligations.

 

Bidco reserves the right to pay Cash Consideration to all or any relevant
CREST or STRATE shareholders at the Scheme Record Time by cheque or electronic
payment to their mandated bank or building society account as recorded by the
Registrars as set out above if for any reason it wishes to do so.

 

(c)      For all Scheme Shareholders

 

No electronic payment shall be made to any Scheme Shareholder where the
Company and/or the Registrars have been unable to validate the electronic
payment details to the satisfaction of the Company and/or the Registrars. The
Registrars shall also have the power to withhold any Cash Consideration
payable to any Scheme Shareholder where either the Company and/or either of
the Registrars believe that there is a verification issue with the information
provided for that Scheme Shareholder or any underlying beneficial holders,
where the information is required for the purpose of payment of the Cash
Consideration to the Scheme Shareholder. Further details of such trust
arrangement are set out in paragraph 4 in Part 3 of the Scheme Document.

Suspension and cancellation of listing and trading of Industrials Shares

The listing of Industrials Shares on the premium listing segment of the
Official List of the Financial Conduct Authority ("FCA") and the admission to
trading of Industrials Shares on the London Stock Exchange's ("LSE") main
market for listed securities were suspended with effect from 7.30 a.m. (London
time) on 21 June 2023. Dealings in Industrials Shares on the main board of the
Johannesburg Stock Exchange ("JSE") were suspended with effect from 9.00 a.m.
(SAST) on 21 June 2023.

 

Applications have been made to the FCA and the LSE in relation to the
de-listing of Industrials Shares from the premium listing segment of the
Official List and the cancellation of the admission to trading of Industrials
Shares on the LSE's main market for listed securities, which is expected to
take place by 8.00 a.m. (London time) on 22 June 2023.

 

It is expected that, subject to the approval of the Executive Committee of the
JSE, the JSE will initiate the termination of the secondary listing of
Industrials Shares on the main board of the JSE, in terms of paragraphs 1.12
and 1.13 of the JSE Listings Requirements, to take effect following today
(being the Effective Date) on the basis that Industrials no longer complies
with the public spread provisions pursuant to paragraph 4.28(e) of the JSE
Listings Requirements. The delisting of Industrials Shares from the JSE is
expected to take effect by 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.

Director changes

As the Scheme has now become Effective, Industrials announces that, as of
today's date, Richard Grant, Paul Miller, Philip Holland, Patsy Watson,
Richard Smith and Louisa Bell have tendered their resignations and have
stepped down from the Industrials Board.

 

Full details of the Acquisition are set out in the Scheme Document.

Timetable

The expected timetable of principal events for the implementation of the
Scheme remains as set out in the Scheme Document and is also set out below.
The dates are indicative only and are subject to change. If any of the dates
and/or times in the expected timetable change, the revised dates and/or times
will be notified by announcement through a Regulatory Information Service and
SENS with such announcement being made available on Industrials' website at
www.industrialsreit.com (http://www.industrialsreit.com) .

 

 EVENT                                                                          TIME AND/OR DATE
 Cancellation of listing of Industrials Shares on LSE                           By 8.00 am (9.00 am SAST) on

                                                                                Thursday 22 June 2023
 Last day for settlement of trades prior to Scheme Record Time on the South     Friday 23 June 2023
 African Register
 Payment made to Industrials Shareholders on the South African Register         Monday 26 June 2023
 Delisting of Industrials Shares from the JSE                                   By 9.00 am SAST on

                                                                                Tuesday 27 June 2023
 Latest date for dispatch of cheques, electronic payment and/or settlement      Wednesday 5 July 2023
 through CREST to Industrial Shareholders on the Guernsey Register in respect
 of the Cash Consideration

 

 

 

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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