REG - SEGRO PLC - Statement regarding Tritax EuroBox PLC

SEGROAnnouncement

10/10/2024 11:30

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RNS Number : 7272H  SEGRO PLC  10 October 2024

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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

10 October 2024

SEGRO PLC ("SEGRO")

Statement regarding Tritax EuroBox PLC ("Tritax EuroBox")

SEGRO notes the competing cash offer for Tritax EuroBox announced this
morning. SEGRO's offer for Tritax EuroBox, valued at 68.4 pence per Tritax
EuroBox share when announced on 4 September 2024, is in the form of all-share
consideration. This would enable Tritax EuroBox shareholders to retain
exposure to the European industrial and logistics sector at this point in the
cycle, in the largest and most liquid REIT in Europe, or realise their
position for cash given the significant liquidity in SEGRO's shares.

A further announcement will be made if appropriate.

Any capitalised term used in this announcement, unless otherwise defined,
shall have the meaning given to such term in the scheme document published in
relation to SEGRO's offer for Tritax EuroBox on 26 September 2024.

 

Enquiries:

 SEGRO                                         +44 (0) 20 7451 9100
 David Sleath (Chief Executive)

 Soumen Das (Chief Financial Officer)

 Harry Stokes (Commercial Finance Director)

 Claire Mogford (Head of Investor Relations)
 UBS (Financial Adviser to SEGRO)              +44 (0) 20 7567 8000
 Fergus Horrobin

 Jonathan Retter

 Jonathan Rowley

 Aadhar Patel

 George Dracup
 FTI Consulting (PR Adviser to SEGRO)          +44 (0) 20 3727 1000
 Richard Sunderland

About SEGRO

SEGRO is a UK Real Estate Investment Trust (REIT), listed on the London Stock
Exchange and Euronext Paris, and is a leading owner, manager and developer of
modern warehouses and industrial property. It owns or manages 10.4 million
square metres of space (112 million square feet) valued at £20.7 billion at
31 December 2023, serving customers from a wide range of industry sectors. Its
properties are located in and around major cities and at key transportation
hubs in the UK and in seven other European countries.

For over 100 years SEGRO has been creating the space that enables
extraordinary things to happen. From modern big box warehouses, used primarily
for regional, national and international distribution hubs, to urban
warehousing located close to major population centres and business districts,
it provides high-quality assets that allow its customers to thrive.

A commitment to be a force for societal and environmental good is integral to
SEGRO's purpose and strategy. Its Responsible SEGRO framework focuses on three
long-term priorities where the company believes it can make the greatest
impact: Championing low-carbon growth, Investing in local communities and
environments and Nurturing talent.

See www.SEGRO.com for further information.

 

Important notices

 

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the PRA and
subject to regulation by the FCA and limited regulation by the PRA in the
United Kingdom. UBS is acting as adviser to SEGRO and no one else in
connection with the matters set out in this announcement. In connection with
such matters, UBS, its affiliates and its or their respective directors,
officers, employees and agents will not regard any other person as its client,
nor will it be responsible to any other person for providing the protections
afforded to its clients or for providing advice in relation to the contents of
this announcement or any other matter referred to herein.

Overseas jurisdictions

The release, publication or distribution of this announcement and any formal
documentation relating to the Transaction in, into or from jurisdictions other
than the United Kingdom may be restricted by law and/or regulation and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about and observe any
applicable legal or regulatory requirements. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of
any such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Transaction disclaim any responsibility
or liability for the violation of such restrictions by any person.

Unless otherwise determined by SEGRO or required by the City Code, and
permitted by applicable law and regulation, any New SEGRO Shares that may be
issued pursuant to the Transaction to Scheme Shareholders will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Transaction by any such use, means, instrumentality or
form from within a Restricted Jurisdiction or any other jurisdiction if to do
so would constitute a violation of the laws of that jurisdiction. Accordingly,
copies of this announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in, into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws of that jurisdiction, and persons receiving such
documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send such documents in, into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Transaction. If the Transaction is implemented by way
of an Offer (unless otherwise permitted by applicable law and regulation), the
Offer may not be made directly or indirectly, in or into, or by the use of
mails or any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or other
securities exchange of, any Restricted Jurisdiction and the Offer may not be
capable of acceptance by any such use, means, instrumentality or facilities
from within any Restricted Jurisdiction.

The availability of New SEGRO Shares pursuant to the Transaction to Tritax
EuroBox Shareholders who are not resident in the United Kingdom or the ability
of those persons to hold such New SEGRO Shares may be affected by the laws or
regulatory requirements of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements.
Tritax EuroBox Shareholders who are in doubt about such matters should consult
an appropriate independent professional adviser in the relevant jurisdiction
without delay.

This announcement has been prepared for the purpose of complying with English
law and the City Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.

All Tritax EuroBox Shareholders or other persons (including nominees, trustees
and custodians) who would otherwise intend to or may have a contractual or
legal obligation to forward this announcement to a jurisdiction outside the
United Kingdom should refrain from doing so and seek appropriate professional
advice before taking any action.

Forward-looking statements

This announcement (including information incorporated by reference into this
document) may contain certain forward-looking statements with respect to the
financial condition, strategies, objectives, results of operations and
businesses of SEGRO and Tritax EuroBox and their respective groups and certain
plans and objectives with respect to the Combined Group. These forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections of the management of SEGRO about future events,
and are therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or implied by
the forward-looking statements. The forward-looking statements contained in
this document include statements relating to the expected effects of the
Transaction on SEGRO and Tritax EuroBox, the expected timing and scope of the
Transaction and other statements other than historical facts. Forward-looking
statements often use words such as "anticipate", "target", "expect",
"estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue",
"will", "may", "should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by SEGRO in
light of its experience and perception of historical trends, current
conditions, future developments and other factors it believes appropriate. By
their nature, forward-looking statements involve risk and uncertainty, because
they relate to events and depend on circumstances that are expected to occur
in the future. Actual results and developments could differ materially from
those expressed in or implied by such forward-looking statements. Although it
is believed that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove to
have been correct and readers are therefore cautioned not to place undue
reliance on these forward-looking statements.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in global,
political, economic, business and/or competitive conditions, market and
regulatory forces, future exchange and interest rates, changes in tax rates
and future business combinations or dispositions.

Each forward-looking statement speaks only as at the date of this
announcement. SEGRO does not assume any obligation to update or correct the
information contained in this announcement (whether as a result of new
information, future events or otherwise), except as required by applicable law
or by the rules of any competent regulatory authority.

Publication on website

A copy of this announcement and the documents required to be published
pursuant to Rules 26.1, 26.2 and 26.3 of the City Code will be available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on SEGRO's website at
www.segro.com/investors/disclaimer-agreement-sept-24
(http://www.segro.com/investors/disclaimer-agreement-sept-24) by no later than
12 noon (London time) on the Business Day following the publication of this
announcement.

Save as expressly referred to in this announcement, neither the contents of
these websites nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this announcement.

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