REG - Takeover Panel Tritax Big Box REIT - Warehouse REIT plc

Tritax Big Box REITAnnouncement

27/08/2025 16:00

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RNS Number : 9239W  Takeover Panel  27 August 2025

2025/14

WAREHOUSE REIT PLC ("WAREHOUSE")

WAPPING BIDCO LTD

(A NEWLY FORMED COMPANY INDIRECTLY WHOLLY OWNED BY INVESTMENT FUNDS ADVISED BY
AFFILIATES OF BLACKSTONE INC.) ("WAPPING BIDCO")

TRITAX BIG BOX REIT PLC ("BBOX")

On 4 June 2025, the boards of Warehouse and Wapping Bidco announced that they
had reached agreement on the terms of a recommended cash offer for the entire
issued and to be issued share capital of Warehouse (the "Original Wapping
Bidco Offer"), to be implemented by means of a scheme of arrangement.

On 25 June 2025, the boards of Warehouse and BBOX announced that they had
reached agreement on the terms of a recommended shares and cash offer for the
entire issued and to be issued share capital of Warehouse (the "BBOX Offer"),
to be implemented by means of a scheme of arrangement. The Warehouse board
also announced that it had withdrawn its recommendation of the Original
Wapping Bidco Offer.

On 10 July 2025, Wapping Bidco announced an increased cash offer for the
entire issued and to be issued share capital of Warehouse (the "Increased
Wapping Bidco Offer"), to be implemented by means of a contractual offer
(Wapping Bidco having switched from a scheme of arrangement to a contractual
offer in accordance with Section 8(a) of Appendix 7 of the Takeover Code).

On 10 July 2025, Wapping Bidco also published an offer document in relation to
the Increased Wapping Bidco Offer.

On 11 July 2025, the board of Warehouse switched its recommendation from the
BBOX Offer to the Increased Wapping Bidco Offer. Consequently, Warehouse did
not publish a scheme circular in relation to the BBOX Offer.

On 22 August 2025, BBOX announced that it would not be increasing the
financial terms of the BBOX Offer.

Also on 22 August 2025, Wapping Bidco announced that, as a result of
acquisitions of shares in Warehouse, Wapping Holdings Limited (a wholly-owned
subsidiary of Wapping Bidco) was interested in Warehouse shares carrying
approximately 30.25 per cent. of Warehouse's voting rights and that, in
accordance with Rule 9 of the Code, Wapping Bidco was required to make a
mandatory cash offer for the entire issued and to be issued share capital of
Warehouse not already held by Wapping Bidco and persons acting in concert with
it.

Earlier today, Warehouse announced (at the request of BBOX) that, with the
consent of Warehouse and the Panel Executive, BBOX has withdrawn the BBOX
Offer.

In the light of the above, the Executive has determined that Day 60 of the
Increased Wapping Bidco Offer will be Wednesday, 10 September 2025.

Each of Warehouse and Wapping Bidco has accepted this ruling.

 

 

27 August 2025

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