REG - Tritax Big Box REIT - COMPLETION OF £1.04 BILLION PORTFOLIO ACQUISITION

Tritax Big Box REITAnnouncement

22/10/2025 08:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251022:nRSV2959Ea&default-theme=true

RNS Number : 2959E  Tritax Big Box REIT plc  22 October 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION

FOR IMMEDIATE RELEASE

22 October 2025

COMPLETION OF £1.04 BILLION LOGISTICS PORTFOLIO ACQUISITION

The Board of Tritax Big Box REIT plc ("BBOX" or the "Company") is pleased to
announce that, further to its announcement on 13 October 2025, all conditions
relating to the acquisition of the £1.04 billion logistics portfolio (the
"Acquisition") from real estate funds advised by affiliates of Blackstone
Europe LLP ("Blackstone") have now been satisfied.

Completion has now occurred, with the consideration comprising:

 

·     £632 million in cash, funded via a new £650 million debt
facility from Santander Corporate & Investment Bank; and

·   221,444,706 new BBOX shares((1)) ("Consideration Shares") which have
been admitted to trading at 8.00am today ("Admission")

 

(1) Further Consideration Shares may be issued by the Company following
completion pursuant to a customary mechanism for post-completion adjustments
to the consideration payable under the sale and purchase agreement relating to
the Acquisition.

 

Colin Godfrey, BBOX CEO, commented:

"I am delighted this transaction is now complete and we look forward to
integrating this exceptional portfolio into the BBOX platform to deliver
attractive EPS accretion for shareholders. This portfolio offers strong rental
reversion and numerous asset management opportunities. It also significantly
broadens our client proposition across key urban logistics markets and
reinforces our leading position in mission critical big boxes; in combination
growing our GAV to over £7.9 billion.

The acquisition also delivers immediate financial benefits, including
mid-single-digit EPS accretion and enhanced returns well above our cost of
capital, further supporting our target of growing adjusted earnings by 50 per
cent. by the end of 2030.

I welcome Blackstone as a new 8.6 per cent. shareholder in BBOX; their
investment at a material share price premium is a strong endorsement of our
team, our leading position in UK logistics, the strong attributes of the
transaction and positive long-term outlook for both our business and the
market."

 

James Seppala, Chairman of Blackstone Europe and the Head of Real Estate
Europe, commented:

"This transaction reflects our conviction in BBOX and its market-leading
position, as well as our continued conviction in the UK logistics sector. This
portfolio represents a rare aggregation of high-quality properties with
meaningful embedded rental growth potential. The Tritax team's strong asset
management track record make them an excellent steward for these assets in the
future. Our decision to take an ownership stake in BBOX as part of this
transaction reflects our belief in the Company's long-term strategy and
outlook, and we are excited by the opportunity to participate in the future
success of the enlarged business."

Compelling strategic rationale

As outlined in its capital markets day in June 2025, BBOX continues to target
growing adjusted earnings by 50 per cent. by the end of 2030, supported by its
three key growth drivers: (i) capture record rental reversion and drive
further active management; (ii) pursue its flexible logistics development
pipeline; and, (iii) deliver exceptional returns through pre-let data centre
development. This transaction directly supports this target by accelerating
progress on the first of these growth drivers.

 

The Board believes this Acquisition has compelling strategic and financial
rationale, particularly with respect to the first of these three growth
drivers, building on its existing strategy and proven track record of
delivering attractive and long-term growing, sustainable returns for BBOX
shareholders:

 

·   An exceptional portfolio of high-quality, well-located assets with
significant near-term rental reversion potential: The Acquisition adds a high
quality, well located urban logistics weighted portfolio of scale with rental
reversion potential of c. 28 per cent. and a net asset value of c.£385
million. These assets have been carefully acquired over several years to
create a portfolio notable for its quality and scale, and which would be
difficult to replicate through a piecemeal acquisition strategy. The
shorter-dated last mile and urban leases provide an accelerated pathway to
capturing this significant rental reversion and are complemented by modern,
high specification big box assets generating significant and resilient income.

·     Compelling entry point with replacement costs ahead of acquisition
price: The replacement cost of the assets within the acquisition portfolio
exceed the acquisition price ensuring an attractive entry point, particularly
within key urban locations where development of new assets is structurally
constrained.

·     Attractive fringe prime assets with affordable estimated rental
values ("ERVs"): The assets within the portfolio have an average passing rent
of £8.23 per sq ft and an ERV of £10.49 per sq ft, offering the opportunity
for income growth whilst remaining affordable to clients.

·     Increases urban / small box logistics offering: The Acquisition
builds on BBOX's recent acquisitions and further expands its urban footprint
across key micro-locations in the South East and the Midlands, which are
underpinned by strong market fundamentals and limited levels of new supply.
Competition for land and shifting demographics have reduced logistics space in
UK cities, severely constrained new supply and decreased options for
occupiers. Meanwhile, rising demand for rapid delivery is reshaping supply
chains and broadening the occupier base, supporting sustainable rental growth.

·   Leverages Tritax Management's efficient platform and significant
expertise: BBOX's efficient structure, with its low EPRA cost ratio, supports
an efficient flow of rental income through to earnings for shareholders. This
transaction is expected to reduce BBOX's EPRA cost ratio in the near-term.
There is an opportunity to enhance the earnings potential of the portfolio
further through Tritax Management's exclusive focus on UK logistics,
entrepreneurial culture and strong track record of active asset management -
consistently enhancing value for shareholders, as demonstrated most recently
through the successful integration of urban logistics assets obtained through
the acquisition of UK Commercial Property REIT Limited in 2024. In parallel to
the growth in BBOX's portfolio, Tritax Management has continued to invest in
and enhance its teams, systems and processes to ensure maximum value is
delivered to BBOX shareholders from an increasingly granular portfolio.

·    Delivering mid-single digit EPS accretion: The Acquisition is
additive to the existing income profile with BBOX group passing rental income
growing from £311 million as to June 2025 to £364 million (c.17 per cent.
increase) and ERV from £397 million to £464 million (c. £67 million
increase) both on a pro forma basis. The Acquisition is expected to be
mid-single digit EPS accretive in the first full year post-Acquisition and
meaningfully accretive thereafter, supporting BBOX's income-led growth
strategy, and enhancing its ability to target sustainable earnings and
dividend progression.

·    Enhancing risk adjusted returns: The Acquisition enhances BBOX's
position as the UK's leading listed logistics pure play platform, with a
portfolio value of c.£7.9 billion. The Acquisition continues BBOX's strategy
of enhancing overall risk adjusted returns by strengthening its competitive
edge through increased asset depth across big box, urban and MLI formats -
broadening its customer offering and supporting a diverse range of occupier
needs with greater operational flexibility. The Target Portfolio is expected
to deliver compelling returns ahead of BBOX's cost of capital and be accretive
to total returns.

·    Consideration shares issued to Blackstone at a premium to the share
price: The Consideration Shares have been issued at a price of 161p per share,
representing a premium of 13.5 per cent. to the BBOX closing price of 141.9
pence on 10 October 2025 (being the latest practicable date prior to
announcement of the Acquisition), demonstrating Blackstone's strong conviction
in BBOX and its future growth prospects, as well as in the UK logistics real
estate market. Blackstone is a global leader in real estate investing, with a
global real estate portfolio value of $611 billion as of 30 June 2025.

Rental reversionary bridge

·     Blackstone has provided an aggregate £20 million rental reversion
bridge (the "Reversionary Bridge"), which will act as a substantial bridge
between the current passing rent and the ERVs, across the occupied units;
which

o  Evidences Blackstone's conviction in the quality and rental growth
potential of the portfolio;

o  Will be recognised in the Company's adjusted earnings, with the cash being
fully retained by BBOX; and

o  Will be recognised over the next three financial years, on a reducing
annual basis which will reflect the actual capture of the rental reversion and
increasing passing rents over the period.

·   In addition, BBOX expects to grow the Acquisition portfolio rental
income further beyond the level encompassed within the Reversionary Bridge by:

o  Capturing rental reversion related to existing vacancy within the
Acquisition portfolio which does not form part of the Reversionary Bridge;

o  Increasing the Acquisition portfolio's ERVs through active asset
management initiatives; and

o  Benefitting from further future market rental growth supported by strong
fundamentals.

·     The combination of net rental income and recognised Reversionary
Bridge is expected to deliver a total contribution to the business of
c.£66-68 million per annum for the next three full financial years,
translating to a day-one running yield of c.6.0 per cent.

Further disclosure in relation to Blackstone consideration shares and total
voting rights

It is expected that the Consideration Shares will be issued in two tranches.
The initial principal tranche of the Consideration Shares, amounting to
221,444,706 shares(,) were issued to Blackstone and admitted to trading at
08.00am today. Any further Consideration Shares, which is expected to be a de
minimis amount, will be issued in due course, following finalisation of the
completion accounts relating to the holding companies of the Target Portfolio.

Following Admission of the initial tranche of Consideration Shares, the
Company has 2,702,122,165 ordinary shares of 1 pence each in issue. There are
no shares held in treasury. Therefore, the total number of voting rights in
the Company is  2,702,122,165 (the "Total Voting Rights Figure"), and this
Total Voting Rights Figure may be used by the Company's shareholders as the
denominator for the calculations by which they will determine if they are
required to notify their voting rights interest, or a change to that interest,
in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Blackstone has entered into a lock-up arrangement in respect of the (issued
and to be issued) Consideration Shares until 31 December 2026 and a standstill
arrangement until 31 December 2027, in each case subject to customary
exceptions.

Blackstone will be permitted to sell a small number of Consideration Shares in
order to satisfy certain liabilities it may incur in connection with a
customary mechanism for post-completion adjustments to the consideration
payable under the sale and purchase agreement relating to the Potential
Acquisition.

Replay of company presentation in relation to the acquisition

Following announcement of the Acquisition on 13 October the Company hosted a
presentation and Q&A session for analysts and investors a replay of which
is available using the following link: https://vimeo.com/1127204668?share=copy
(https://vimeo.com/1127204668?share=copy)

 

BBOX was advised by Akur Limited, Jefferies International Limited, J.P. Morgan
Securities plc (trading as J.P. Morgan Cazenove) and DTRE.

 

Blackstone was advised by Rothschild & Co, Barclays Bank PLC and Newmark
Group, Inc.

 

For further information, please contact:

BBOX

Colin Godfrey, CEO
                         Tel: +44 (0) 20 8051 5060

Frankie Whitehead,
CFO
Email: bigboxir@tritax.co.uk

Ian Brown, Head of Corporate Strategy & Investor Relations

 

Kekst CNC

Tom Climie / Guy
Bates
Tel: +44 (0) 7760 160 248 / +44 (0) 7581 056 415

Email: tritax@kekstcnc.com

 

 

Notes

Tritax Big Box REIT plc (ticker: BBOX) is the largest listed investor in
high-quality logistics warehouse assets and controls the largest
logistics-focused land platform in the UK. Tritax Big Box is committed to
delivering attractive and sustainable returns for shareholders by investing in
and actively managing existing built investments and land suitable for
logistics development. The Company focuses on well-located, modern logistics
assets, typically let to institutional-grade clients on long-term leases with
upward-only rent reviews and geographic and client diversification throughout
the UK. Additionally, having adopted a "power first" approach, the Company has
recently secured its first 147MW data centre development opportunity, and a
further 1GW pipeline, offering the potential to deliver exceptional returns on
an accelerated basis.

 

The Company is a real estate investment trust to which Part 12 of the UK
Corporation Tax Act 2010 applies, is a constituent of the FTSE 250, FTSE
EPRA/NAREIT and MSCI indices and has its Ordinary Shares admitted to the
Official List of the UK Financial Conduct Authority.

 

The Company's LEI is: 213800L6X88MIYPVR714.

 

Further information

 

This announcement is for information purposes only and does not constitute an
offer or inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or a solicitation
of an offer to buy any securities. Certain figures included in this
announcement have been subjected to rounding adjustments. This announcement,
oral statements made regarding the Acquisition, and other information
published by BBOX contain certain statements, beliefs or opinions, with
respect to the financial condition, results of operations and business of BBOX
which are or may be deemed to be "forward looking statements". These forward-
looking statements can be identified by the fact that they do not relate only
to historical or current facts. Forward-looking statements often use words
such as "anticipate", "target", "expect", "envisage", "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 BBOX, in light of
its experience and its 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 will occur in the future and
the factors described in the context of such forward-looking statements in
this announcement could cause actual results and developments to 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 by BBOX
that such expectations will prove to have been correct and you are therefore
cautioned not to place undue reliance on these forward- looking statements
which speak only as at the date of this announcement. All subsequent oral or
written forward-looking statements attributable to any member of the BBOX
group, or any of its associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary statement above.
BBOX does not assume any obligation, and disclaims any intention or
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 regulation (including
under the UK Listing Rules and the Disclosure Guidance and Transparency Rules
of the FCA).

Jefferies International Limited ("Jefferies") and Akur Limited ("Akur"), which
are each authorised and regulated by the FCA in the United Kingdom, are acting
exclusively for BBOX and no one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than BBOX for
providing the protections afforded to clients of Jefferies or Akur nor for
providing advice in relation to any matter referred to in this announcement.
Neither Jefferies nor Akur, nor any of their 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 Jefferies or Akur in connection with this announcement, any
statement contained herein or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in
the United Kingdom by the Prudential Regulation Authority (the "PRA") and
regulated by the PRA and the FCA, is acting as financial adviser exclusively
for BBOX and no one else in connection with the Acquisition and will not
regard any other person as its client in relation to the Acquisition and will
not be responsible to anyone other than BBOX for providing the protections
afforded to clients of

J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation
to the Acquisition or any other matter or arrangement referred to in this
Announcement.

 

Further information on Tritax Big Box REITplc is available at:
tritaxbigbox.co.uk (http://www.tritaxbigbox.co.uk/)

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ACQPPGQWUUPAPGG



            Copyright 2019 Regulatory News Service, all rights reserved