REG - SEGRO PLC Tritax EuroBox PLC - LAPSE OF SEGRO’S OFFER FOR TRITAX EUROBOX PLC

SEGROAnnouncement

18/11/2024 07:00

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RNS Number : 4954M  SEGRO PLC  18 November 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

18 November 2024

SEGRO PLC ("SEGRO")

LAPSE OF SEGRO'S OFFER FOR TRITAX EUROBOX PLC ("TRITAX EUROBOX")

 

Further to SEGRO's announcement on 12 November 2024, SEGRO today confirms that
its all-share offer for the entire issued and to be issued share capital of
Tritax EuroBox (the "Acquisition" or "SEGRO Offer") has lapsed.

On 4 September 2024, the boards of Tritax EuroBox and SEGRO made an
announcement pursuant to Rule 2.7 of the City Code that they had reached
agreement on the terms of the SEGRO Offer, to be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "SEGRO Scheme").

The SEGRO Scheme was conditional, amongst other things, on SEGRO's Court
Meeting and General Meeting (the "SEGRO Meetings") being held on or before the
22nd day after 24 October 2024, being the originally expected date of the
SEGRO Meetings (or such later date as: (i) SEGRO and Tritax EuroBox may agree;
or (ii) (in a competitive situation) SEGRO may specify with the consent of the
Panel, and in each case, that the Court may allow (the "Mini Long Stop
Date")). No such later date was agreed between SEGRO and Tritax EuroBox or
specified by SEGRO with the consent of the Panel. The Mini Long Stop Date
therefore was 15 November 2024.

Conditions (b)(i) and (b)(ii), as set out in SEGRO Scheme, were not satisfied
on or before 15 November 2024. SEGRO has, with effect from this announcement,
invoked the Mini Long Stop Date condition of the SEGRO Scheme, and, as such,
the SEGRO Scheme has lapsed.

This announcement should be read in conjunction with the scheme document in
relation to the SEGRO Scheme published on 26 September 2024 (the "Scheme
Document"). Capitalised terms used but not defined in this announcement have
the meanings given to them in the Scheme Document.

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 10.8 million
square metres of space (116 million square feet) valued at £20.6 billion at
30 June 2024, 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.

Striving for the highest standards of innovation, sustainable business
practices and enabling economic and societal prosperity underpins SEGRO's
ambition to be the best property company.

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.

This announcement is for information purposes only and is not intended to and
does not constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities, pursuant to
the Transaction or otherwise.

This announcement has been prepared for the purpose of complying with English
and Welsh 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 England and
Wales.

This announcement is not an advertisement and does not constitute a prospectus
or prospectus exempted document.

The release, publication or distribution of this announcement in, into or from
certain jurisdictions other than the United Kingdom may be restricted by law.
Persons who are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any applicable
requirements.

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if
not, from another appropriate authorised independent financial adviser.

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.
(http://www.SEGRO.com/investors/disclaimer-agreement-sept-24) SEGRO
(http://www.SEGRO.com/investors/disclaimer-agreement-sept-24)
.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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