Update to Stated Post-Offer Intention Statements

Livanova

07/05/2025 07:00

RNS Number : 5773H

Titanium Ruth Bidco Ltd

07 May 2025

 

FOR IMMEDIATE RELEASE

 

THE FOLLOWING ANNOUNCEMENT IS BEING MADE PURSUANT TO THE REQUIREMENTS OF RULES 19.6(B) OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

 

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

 7 May 2025

Titanium Ruth Bidco Limited ("Bidco")

(a newly formed company indirectly owned by one of Brookfield's real estate private funds)

Rule 19.6(b) update to stated post-offer intention statements with regards to Titanium Ruth Holdco Limited (formerly Tritax EuroBox plc) ("Company")

Bidco announces that further to the completion of its recommended cash offer for the entire issued and to be issued share capital of the Company, which was effected by way of a scheme of arrangement under Part 26 of the Companies Act 2006 on 10 December 2024 (the "Effective Date") (the "Acquisition"), Bidco has decided to take certain courses of action which differ from those described in the statements of intent made pursuant to Rule 2.7(c)(viii) and 24.2 of the Code (the "Stated Intentions"), as set out in its announcement dated 10 October 2024 (the "2.7 Announcement") and the scheme document dated 28 October 2024 in each case, published in connection with the Acquisition (the "Scheme Document" and together with the 2.7 Announcement, the "Offer Documentation").

The Offer Documentation described that Bidco entered into an investment management agreement framework agreement with the Company and Tritax Management LLP (the "Manager") dated 10 October 2024 (the "IMA Framework Agreement") pursuant to which the parties agreed to, inter alia: (i) serve notice to terminate the existing investment management agreement between the Company and the Manager (the "IMA"), such that the IMA shall terminate 24 months after the Effective Date; and (ii) negotiate in good faith and enter into a new investment management agreement with the Manager following the Effective Date.

Following its initial period of ownership and further discussions with the Manager, Bidco, the Company and the Manager have agreed to an acceleration of the notice period specified in the IMA Framework Agreement in exchange for a termination fee of approximately EUR 5,500,000 payable by Bidco to the Manager, subject to an adjustment for fees outstanding or paid in advance on or about the date hereof. Pursuant to the terms of a termination agreement entered into between Bidco, the Company and the Manager, the IMA and IMA Framework Agreement are terminated with effect on and from the date of this announcement.

As specified in the Stated Intentions, Brookfield Properties Logistics Europe GmbH will take over the management of the Company's properties, subject to continuing the operation of certain services which have been sub-contracted by the Manager.

Enquiries:

John Hamlin
Marie Fuller
+44 (0) 7436 054 717
+44 (0) 20 7408 8375

 

 

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