REG - Tritax Big Box REIT - Recommended Acquisition of Warehouse REIT PLC
Today 07:15
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RNS Number : 3361O Tritax Big Box REIT plc 25 June 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE
TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
25 June 2025
RECOMMENDED CASH AND SHARE ACQUISITION OF
WAREHOUSE REIT PLC ("Warehouse")
BY
TRITAX BIG BOX REIT PLC ("BBOX")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
The Boards of directors of BBOX and Warehouse are pleased to announce that
they have reached agreement on the terms of a recommended cash and share offer
(the "Offer") pursuant to which BBOX will acquire the entire issued and to be
issued ordinary share capital of Warehouse (the "Acquisition" forming the
"Combined Group"). It is intended that the Acquisition will be effected by
means of a scheme of arrangement under Part 26 of the Companies Act.
Under the terms of the Acquisition, for each Warehouse Share held, the Scheme
Shareholders will be entitled to receive:
0.4236 New BBOX Shares
and
47.2 pence in cash
In addition, Warehouse Shareholders will be entitled to receive and retain the
quarterly dividend up to a maximum of 1.6 pence per Warehouse Share expected
to be paid, on Warehouse's ordinary dividend timetable, on 25 July 2025 (the
"Warehouse July Dividend") as well as retaining the quarterly dividend up to a
maximum of 1.6 pence per Warehouse Share expected to be paid, on Warehouse's
ordinary dividend timetable, on 6 October 2025 (the "Warehouse October
Dividend").
Based on BBOX's Closing Share Price of 150.6 pence on 24 June 2025, being the
last Business Day before the date of this Announcement, this represents 111.0
pence per Warehouse Share and assuming the payment to Warehouse Shareholders
of both the Warehouse July Dividend and the Warehouse October Dividend, the
Acquisition implies a total value of 114.2 pence for each Warehouse Share,
inclusive of the Warehouse July Dividend and the Warehouse October Dividend,
and values Warehouse's entire issued, and to be issued, ordinary share capital
at approximately £485.2 million, representing:
· a premium of 38.6 per cent. to Warehouse's Closing Share Price of
82.4 pence on the Undisturbed Date;
· a premium of 39.3 per cent. to the one-month volume weighted average
Warehouse's Closing Share Price of 82.0 pence on the Undisturbed Date;
· a premium of 41.5 per cent. to the three-month volume weighted
average Warehouse's Closing Share Price of 80.7 pence on the Undisturbed Date;
and
· a premium to the value of the Blackstone Offer of 109 pence of
approximately 5.2 pence or 4.8 per cent..
Following completion of the Acquisition, Warehouse Shareholders would hold
approximately 6.8 per cent. of the Combined Group's issued share capital.
Highlights of the Acquisition
The boards of Warehouse and BBOX believe that the Acquisition has a compelling
strategic and financial rationale for Warehouse Shareholders and BBOX
Shareholders, building on BBOX's existing strategy and proven track record of
delivering attractive and sustainable returns for BBOX Shareholders:
· Leading listed UK logistics REIT: Consolidates BBOX's exclusive
position as the leading listed UK logistics pure-play platform with an
enhanced portfolio value of £7.4 billion and provides shareholders with
increased liquidity, a lower cost of capital and listed ownership of the
sector with structural dynamics supporting long-term prospects.
· Complementary and attractive market fundamentals support
long-term rental growth: Continued competition for land use in urban settings,
and sustained underlying demographic trends, leads to both a significant
reduction of logistics space in UK cities and constraints on new supply due to
a scarcity of sites and the significant costs involved.
· Attractive offer composition: The Offer provides an attractive
blend of cash, providing Warehouse Shareholders with certainty, and New BBOX
Shares, which provide the potential to participate in future earnings growth
and improvements in the property cycle.
· Strategic alignment: Marks a continuation of BBOX's strategy of
enhancing overall risk adjusted returns by complementing its big box logistics
portfolio with assets in the urban and last mile markets, in key
micro-locations and underpinned by a diverse tenant base, and further
enhancing its customer offering via a broader range of property size, location
and uses.
· Sizeable near-term rent reversion: Shorter-dated leases with
significant exposure to open market rent reviews, provide an accelerated
pathway to capturing the 25 per cent. of rental reversion in Warehouse's urban
logistics assets, complementing the 28 per cent. rental reversion within the
BBOX portfolio.
· Enhancing performance via the proven expertise of the Tritax
Manager:
o The combination of Warehouse and BBOX creates additional asset management
and development opportunities which the Tritax Manager's capabilities are well
placed to deliver. The Tritax Manager, through its specialism in UK logistics,
including multi-let industrial, has extensive asset management capabilities
across the full range of asset sizes and a proven track record of enhancing
value, as demonstrated through the successful integration of urban logistics
assets acquired through the acquisition of UK Commercial Property REIT Limited
in 2024.
o In addition, the Tritax Manager can bring its full development
capabilities to bear at Radway Green to maximise and capture the potential
value of the site.
· Financial synergies enhance Adjusted EPS accretion in first full
year post completion: Delivers immediate cost synergies of £5.5 million per
annum through a lower effective fee rate and economies of scale which,
together with higher rental income growth, is expected to support Adjusted EPS
accretion and dividend progression, alongside an industry leading EPRA cost
ratio.
· Compelling returns ahead of BBOX's cost of capital: BBOX expects
Warehouse's logistics assets to deliver compelling returns ahead of BBOX's
cost of capital over the short to medium-term. BBOX also believes the market
has opportunities for value growth in line with the macro-economic
environment.
Effect of the Acquisition
The Acquisition is expected to be earnings enhancing in the first full
financial year post completion of the Acquisition, taking account of the
Tritax Manager's view of the annualised, run-rate synergies. Furthermore,
the Combined Group is expected to be able to achieve improved financing terms
when compared to those which the companies could on a standalone basis,
providing a longer-term earnings benefit.
Pro forma leverage of the Combined Group is expected to be approximately 32
per cent., taking account of the cash consideration payable to Warehouse
Shareholders and expected transaction costs. This will leave the Combined
Group comfortably within its loan-to-value guidance of below 35 per cent.
Based on BBOX's last reported EPRA NTA per BBOX Share of 185.6 pence as at 31
December 2024, the Acquisition represents a discount of 1.7 per cent. to
Warehouse's last reported EPRA NTA per Warehouse Share of 128.0 pence as at 31
March 2025.
Recommendations
The Warehouse Board has formed an independent committee comprising the
Warehouse Independent Directors to consider the Acquisition and determine on
behalf of the Warehouse Board whether to recommend Warehouse Shareholders to
vote in favour of the Scheme (or accept the Takeover Offer, if applicable).
The Warehouse Independent Directors comprise all the Warehouse Directors other
than the Tilstone Directors, who are deemed to have a conflict of interest in
view of their interests in the Investment Adviser.
The Warehouse Independent Directors, who have been so advised by Peel Hunt and
Jefferies as to the financial terms of the Acquisition, unanimously consider
the terms of the Acquisition to be fair and reasonable. In providing their
advice to the Warehouse Independent Directors, Peel Hunt and Jefferies have
each taken into account the commercial assessments of the Warehouse Directors.
Peel Hunt is providing independent financial advice to the Warehouse
Independent Directors for the purpose of Rule 3 of the Takeover Code.
Accordingly, the Warehouse Independent Directors have withdrawn their
recommendation that Warehouse Shareholders vote in favour of the Blackstone
Offer, and instead recommend unanimously that Warehouse Shareholders vote in
favour of the Scheme at the Court Meeting and vote in favour of the Resolution
to be proposed at the General Meeting (or, in the event that the Acquisition
is implemented by way of a Takeover Offer, to accept or procure acceptance of
the Takeover Offer). The Tilstone Directors have irrevocably undertaken to do
so in respect of their, and their connected persons', beneficial holdings of,
in aggregate, 22,527,554 Warehouse Shares representing, in aggregate,
approximately 5.30 per cent. of the issued ordinary share capital of Warehouse
as at the Latest Practicable Date.
Irrevocable undertakings
BBOX has received irrevocable undertakings to vote or procure to vote in
favour of the Scheme at the Court Meeting, and in favour of the Resolution to
be proposed at the General Meeting (or, in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept or procure acceptance of the
Takeover Offer), from the Tilstone Directors and certain principals of the
Investment Adviser in respect of their, and their connected persons',
beneficial holdings of, in aggregate, 27,297,443 Warehouse Shares
representing, in aggregate, approximately 6.43 per cent. of the issued
ordinary share capital of Warehouse as at the Latest Practicable Date.
In addition to the irrevocable undertakings received from the Tilstone
Directors and from certain principals of the Investment Adviser, BBOX has
received irrevocable undertakings to vote or procure to vote in favour of the
Scheme at the Court Meeting, and in favour of the Resolution to be proposed at
the General Meeting (or, in the event that the Acquisition is implemented by
way of a Takeover Offer, to accept or procure acceptance of the Takeover
Offer), from Belinda Strudwick in respect of a total of 8,209,496 Warehouse
Shares, representing, in aggregate, approximately 1.93 per cent. of the issued
ordinary share capital of Warehouse as at the Latest Practicable Date.
In total, therefore, BBOX has received irrevocable undertakings representing,
in aggregate, approximately 8.36 per cent. of the issued ordinary share
capital of Warehouse as at the Latest Practicable Date.
Further details of these irrevocable undertakings are set out in Appendix 3 to
this Announcement.
Timetable and conditions
It is intended that the Acquisition will be implemented by way of a scheme of
arrangement under Part 26 of the Companies Act. However, subject to the
Panel's consent, BBOX reserves the right to elect to implement the Acquisition
by way of a Takeover Offer.
The Acquisition will be proposed to Warehouse Shareholders at the Court
Meeting and at the General Meeting. In order to become Effective, the Scheme
must be approved by a majority in number of Scheme Shareholders present and
voting at the Court Meeting, either in person or by proxy, representing at
least 75 per cent. in value of the Scheme Shares voted by Scheme Shareholders
at the Court Meeting. In addition, the Resolution must be passed by Warehouse
Shareholders representing at least 75 per cent. of the votes validly cast on
that resolution at the General Meeting, whether in person or by proxy. The
General Meeting will be held immediately after the Court Meeting.
The Acquisition will be implemented in accordance with the Takeover Code and
on the terms and subject to the Conditions which are set out in Appendix 1 to
this Announcement and on the further terms and conditions that will be set out
in the Scheme Document.
It is expected that the Scheme Document, containing further information about
the Acquisition and notices of the Court Meeting and the General Meeting,
together with the Forms of Proxy, will be published during July 2025 and, in
any event, within 28 days of this Announcement (unless Warehouse and BBOX
otherwise agree, and the Panel consents, to a later date). It is expected that
the Scheme will become Effective during the fourth quarter of 2025, subject to
the satisfaction or waiver (as applicable) of the Conditions and the further
terms set out in Appendix 1 to this Announcement and to the full terms and
conditions of the Acquisition which will be set out in the Scheme Document. A
timetable of principal events will be included in the Scheme Document.
Commenting on the Acquisition, Aubrey Adams, the Chair of BBOX, said:
"This transaction delivers value accretion to both BBOX and Warehouse
Shareholders driven by immediate cost synergies, rental reversion and strong
structural drivers supporting valuation and income growth in urban and big box
logistics. The Board of BBOX is delighted to be able to offer Warehouse
Shareholders the opportunity to be invested in the upside potential of the
UK's leading listed logistics real estate portfolio, whilst also providing the
certainty of a partial cash offer. The Tritax Manager is well placed to
integrate the Warehouse portfolio, and capture the significant reversion, by
bringing to bear its broad based and highly relevant asset management
expertise, including in multi-let industrial logistics.
As a Board our conviction in complementing our leading big box portfolio with
assets in the urban and last mile markets is driven by significant client
demand for assets across the value chain. Shareholders in the Combined Group
will benefit from strong risk adjusted returns, progressive dividends, and the
upside opportunity provided by BBOX's market leading development arm."
Commenting on the Acquisition, Neil Kirton, the Chair of Warehouse, said:
"The Board is pleased to be recommending the Acquisition, which is not only at
a higher level to the previous offer for the Company, but which also provides
Warehouse Shareholders with the opportunity to retain both the Warehouse Q4
and Q1 dividends and remain invested in this attractive asset class.
The strategic rationale for the Acquisition is very clear and having engaged
closely with the BBOX team, we are confident in their ability to deliver value
from this combination and to generate enhanced earnings and dividends for both
BBOX and Warehouse Shareholders. Warehouse Shareholders will further benefit
from the increased liquidity that comes from being invested in a larger
company, providing them with greater optionality over when to crystalise
returns."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. The Acquisition will be subject
to the Conditions and further terms set out in Appendix 1 to this Announcement
and to the full terms and conditions which will be set out in the Scheme
Document. Appendix 2 to this Announcement contains the sources of information
and bases of calculation of certain information contained in this
Announcement. Appendix 3 to this Announcement contains a summary of the
irrevocable undertakings received in relation to the Acquisition. Appendix 4
contains the Quantified Financial Benefits Statement, together with the report
from BDO as reporting accountant to BBOX in connection with the Quantified
Financial Benefits Statement, and the report from Citi, as lead financial
adviser to BBOX, for the purposes of the Quantified Financial Benefits
Statement, as required under Rule 28.1(a) of the Takeover Code. For the
purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits
Statement contained in Appendix 4 to this Announcement is the responsibility
of BBOX and the BBOX Directors. The property valuation report for Warehouse as
at 31 March 2025 is set out in Appendix 5 to this Announcement pursuant to
Rule 29 of the Takeover Code (with the property valuation reports for BBOX to
be published in the Scheme Document). Appendix 6 to this Announcement contains
definitions of certain expressions used in this summary and in this
Announcement.
A presentation by BBOX for analysts and investors to discuss the Acquisition
will be accessible on-demand later today on BBOX's website:
www.tritaxbigbox.co.uk/investors/shareholder-information.
Enquiries
Tritax Big Box REIT plc Tel: +44 (0) 20 7290 1616
Colin Godfrey, CEO
Frankie Whitehead, CFO
Ian Brown, Head of Corporate Strategy & Investor Relations
Citigroup Global Markets Limited (Lead Financial Adviser to BBOX) +44 (0) 20 7986 4000
James Ibbotson
Bogdan Melaniuc
Robert Redshaw
James Carton
Michael Mullen
Akur Limited (Joint Financial Adviser to BBOX) +44 (0) 20 3780 2455
Anthony Richardson
Siobhan Sergeant
Kekst CNC (Communications Adviser to BBOX)
Richard Campbell +44 (0) 7775 784 933
Tom Climie +44 (0) 7760 160 248
Warehouse REIT plc via FTI Consulting
Peel Hunt LLP (Rule 3 Adviser, Joint Financial Adviser and Corporate Broker to +44 (0) 20 7418 8900
Warehouse)
Capel Irwin
Michael Nicholson
Henry Nicholls
Sam Cann
Jefferies International Limited (Joint Financial Adviser and Corporate Broker +44 (0) 20 7029 8000
to Warehouse)
Tom Yeadon
Paul Bundred
Rishi Bhuchar
Andrew Morris
FTI Consulting (Financial PR & IR Adviser to Warehouse) +44 (0) 20 3727 1000
Dido Laurimore
Richard Gotla
Other advisers
Banco Santander, S.A. is also providing financial advice to BBOX.
CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to BBOX.
Reed Smith LLP is retained as legal adviser to Warehouse.
The LEI of BBOX is 213800L6X88MIYPVR714 and the LEI of Warehouse is
213800BQUD83TYQCWN28.
Market Abuse Regulation
This Announcement contains inside information for the purposes of Article 7 of
MAR. Market soundings (as defined in MAR) were taken in respect of a potential
offer with the result that certain persons became aware of inside information
(as defined in MAR) as permitted by MAR. This inside information is set out in
this Announcement. Therefore, those persons that received inside information
in a market sounding are no longer in possession of such inside information
relating to BBOX, Warehouse, the Acquisition and their respective securities.
For the purposes of MAR, this Announcement is being made on behalf of BBOX by
Hana Beard of Tritax Management LLP, Company Secretary, and on behalf of
Warehouse by Maria Baldwin of G10 Capital Group (part of IQEQ Group), AIFM.
Financial advisers
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting exclusively
as lead financial adviser to BBOX and for no one else in connection with the
subject matter of this Announcement and will not be responsible to anyone
other than BBOX for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this Announcement.
Neither Citi nor any of its affiliates (nor any of their respective directors
officers, employees or agents) 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 Citi in
connection with this Announcement, any statement contained herein or
otherwise.
Akur Limited ("Akur"), which is authorised and regulated by the FCA in the
United Kingdom, is 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
Akur nor for providing advice in relation to any matter referred to in this
Announcement. Neither Akur nor any of its 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 Akur in connection with this Announcement, any statement contained
herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Warehouse and for no one else in
connection with the matters set out or referred to in this Announcement and
will not regard any other person as its client in relation to matters set out
or referred to in this Announcement and will not be responsible to anyone
other than Warehouse for providing the protections afforded to clients of Peel
Hunt nor for providing advice in relation to any matter referred to in this
Announcement. Neither Peel Hunt nor any of its affiliates (nor their
respective directors, officers, employees and agents) 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 Peel Hunt in connection with this Announcement, any statement
contained herein or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for
Warehouse and for no one else in connection with the matters set out or
referred to in this Announcement and will not regard any other person as its
client in relation to matters set out or referred to in this Announcement and
will not be responsible to anyone other than Warehouse for providing the
protections afforded to clients of Jefferies nor for providing advice in
relation to any matter referred to in this Announcement. Neither Jefferies nor
any of its affiliates (nor their respective directors, officers, employees and
agents) 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 in connection with
this Announcement, any statement contained herein or otherwise.
Banco Santander, S.A. ("Santander") is a credit institution which is
registered with the Bank of Spain with number 0049. Banco Santander, S.A.,
London Branch is a branch of Santander with its principal place of business
located at 2 Triton Square, Regent's Place, London NW1 3AN and is authorised
by the Bank of Spain and is subject to regulatory oversight on certain matters
in the UK by the Financial Conduct Authority and the Prudential Regulatory
Authority. Santander is acting exclusively as financial adviser to BBOX and no
one else in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than BBOX for providing the
protections afforded to clients of Santander or any of its affiliates, or for
providing advice in relation to any matter referred to in this Announcement.
Neither Santander, nor any of its 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 Santander in connection with this document or any matter referred to
herein.
Important Notices
This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly in, into or from the United States or any
other jurisdiction where to do so would constitute a violation of the relevant
laws or regulations of such jurisdiction.
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance, transfer or exchange of securities or such solicitation pursuant to
the Acquisition or otherwise in any jurisdiction in which such offer,
invitation, solicitation, purchase, sale, issuance or exchange is unlawful.
The Acquisition will be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the document by
which the Takeover Offer is made) and the accompanying Forms of Proxy (or
forms of acceptance, if applicable), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the resolutions proposed in connection with the Acquisition. Any vote,
approval, decision in respect of, or other response to, the Scheme Document or
in relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or, if the Acquisition is made
by way of a Takeover Offer, the document by which the Takeover Offer is made).
Warehouse Shareholders should not make any investment decision in relation to
the Acquisition or New BBOX Shares except on the basis of the Scheme Document
(or, if the Acquisition is made by way of a Takeover Offer, the document by
which the Takeover Offer is made). The Scheme Document will be distributed to
Warehouse Shareholders by Warehouse as soon as practicable. Warehouse and BBOX
urge Warehouse Shareholders to read the Scheme Document carefully when it
becomes available as it will contain important information relating to the
Acquisition, the New BBOX Shares and the Combined Group.
The statements contained in this Announcement are made as at the date of this
Announcement and unless some other time is specified in relation to them, the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
No person should construe the contents of this Announcement as legal,
financial or tax advice. 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, accountant or from an independent financial adviser duly
authorised under FSMA.
Overseas Shareholders
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and/or regulations.
Persons who are not resident in the United Kingdom or who are subject to the
laws and regulations of other jurisdictions should inform themselves of, and
observe, any applicable requirements. In particular, the ability of persons
who are not resident in the United Kingdom or who are subject to the laws of
another jurisdiction to participate in the Acquisition or to vote their Scheme
Shares in respect of the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are located or to
which they are subject. Any failure to comply with the applicable requirements
may constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules and the UK Listing Rules, 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. Nothing in this Announcement should be relied on
for any other purpose.
Unless otherwise determined by BBOX or required by the Takeover Code and
permitted by applicable law and regulation, the Acquisition will not be made,
and the New BBOX Shares to be issued pursuant to the Acquisition will not be
made, available in whole or in part, 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 Scheme 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 all
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in, into
or from such jurisdictions where to do so would violate the laws in that
jurisdiction.
If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made available, directly or indirectly, in, into or from or by use of the
mails or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
Additional information for US investors
Warehouse Shareholders located in the United States should note that the
Acquisition relates to the securities of an English company with a listing on
the London Stock Exchange and is proposed to be implemented by means of a
scheme of arrangement provided for under the laws of England and Wales. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme is subject to procedural and disclosure requirements
and practices applicable to a scheme of arrangement involving a target company
in England listed on the London Stock Exchange, which are different from the
disclosure requirements of the US tender offer and proxy solicitation rules.
The Acquisition may, in certain circumstances, instead be carried out by way
of a Takeover Offer under English law. If, in the future, BBOX exercises its
right to implement the Acquisition by way of a Takeover Offer, such Takeover
Offer will be made in compliance with the Takeover Code and applicable US laws
and regulations, including to the extent applicable Section 14(e) of the US
Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made
in the United States by BBOX and no one else.
The financial information included in this Announcement and other
documentation related to the Acquisition has been or will have been prepared
in accordance with International Financial Reporting Standards and thus may
not be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.
The New BBOX Shares to be issued under the Scheme have not been and will not
be registered under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States and may not be offered, taken
up, sold, resold, delivered, pledged, renounced, distributed or otherwise
transferred, directly or indirectly, in, into or from the United States except
in transactions exempt from, or not subject to, the registration requirements
of the US Securities Act and in compliance with any applicable securities laws
of any state or other jurisdiction of the United States. If BBOX effects the
Acquisition by way of a scheme of arrangement under English law, the New BBOX
Shares to be issued in the Acquisition will be issued in reliance on the
exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) thereof. Warehouse will advise the Court that the Court's
sanctioning of the Scheme will be relied upon by BBOX as an approval of the
scheme of arrangement following a hearing on its fairness to Warehouse
Shareholders, at which hearing all such Warehouse Shareholders are entitled to
attend in person or through counsel to support or oppose the sanctioning of
the Scheme and with respect to which notification has been given to all
Warehouse Shareholders.
None of the securities referred to in this Announcement have been approved or
disapproved by the SEC or any US state securities commission, nor have any
such authorities passed judgment upon the fairness or the merits of the
Acquisition or determined if this Announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the
United States.
US holders of Warehouse Shares also should be aware that the transaction
contemplated herein may have tax consequences for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws, and that such consequences, if any, are not described herein.
US holders of Warehouse Shares are urged to consult with independent
professional advisors regarding the legal, tax and financial consequences of
the Acquisition applicable to them.
It may be difficult for US holders of Warehouse Shares to enforce their rights
and claims arising out of the US federal securities laws since BBOX and
Warehouse are organised in countries other than the United States and some or
all of their officers and directors may be residents of, and some or all of
their assets may be located in, jurisdictions other than the United States. US
holders of Warehouse Shares may have difficulty effecting service of process
within the United States upon those persons or recovering against judgments of
US courts, including judgments based upon the civil liability provisions of
the US federal securities laws. US holders of Warehouse Shares may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgment.
In accordance with normal UK practice and consistent with Rule 14e-5 under the
US Exchange Act, BBOX, certain affiliated companies and the nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, shares in Warehouse outside of the United States,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn.
If such purchases or arrangements to purchase were to be made they would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and will comply with applicable law, including to the extent
applicable the US Exchange Act. Any information about such purchases or
arrangements to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website at www.londonstockexchange.com. To the
extent that such information is required to be publicly disclosed in the UK in
accordance with applicable regulatory requirements, this information will, as
applicable, also be publicly disclosed in the United States.
Further details in relation to US investors will be contained in the Scheme
Document.
Forward looking statements
This Announcement (including information incorporated by reference into this
Announcement), any oral statements made by BBOX or Warehouse in relation to
the Acquisition and other information published by BBOX or Warehouse may
contain statements about BBOX, Warehouse and/or the Combined Group that are or
may be forward looking statements. All statements other than statements of
historical facts included in this Announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "goals", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects", "hopes",
"continues", "would", "could", "should" or words or terms of similar substance
or the negative thereof, are forward looking statements. Forward looking
statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of BBOX's or Warehouse's or the Combined Group's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and government regulation on BBOX's or Warehouse's
or the Combined Group's business.
These forward looking statements are not based on historical fact and are not
guarantees of future performance. By their nature, such forward looking
statements involve risks and uncertainties that could significantly affect
expected results and/or the operations of BBOX, Warehouse or the Combined
Group and are based on certain assumptions and assessments made by BBOX and
Warehouse in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate.
There are several factors which could cause actual results to differ
materially from those projected, 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 the
satisfaction of or failure to satisfy all or any of the conditions to the
Acquisition, as well as additional factors, such as changes in the global,
political, economic, business, competitive, market and regulatory forces,
fluctuations in exchange and interest rates (including those arising from any
potential credit rating decline), changes in tax rates and future business
acquisitions or disposals, the success of business and operating initiatives
and restructuring objectives and the outcome of any litigation. Such
statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Except as expressly provided in
this Announcement, they have not been reviewed by the auditors of BBOX or
Warehouse. Neither BBOX or Warehouse, nor any of their respective associates
or directors, officers, employees or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this Announcement will actually occur.
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of the date
of this Announcement. All subsequent oral or written forward looking
statements attributable to BBOX or Warehouse or any of their respective
members, directors, officers, employees or advisers or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. BBOX and Warehouse disclaim any obligation to update any
forward-looking or other statements contained in this Announcement, except as
required by applicable law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or otherwise.
No profit forecasts or estimates
No statement in this Announcement (including any statement of estimated
synergies) is intended to constitute a profit forecast or profit estimate and
no statement in this Announcement should be interpreted to mean that the
earnings or earnings per share or dividend per share for BBOX, Warehouse or
the Combined Group, as appropriate, for the current or future financial
periods would necessarily match or exceed the historical published earnings or
earnings per share or dividend per share for BBOX, Warehouse or the Combined
Group, as appropriate.
Quantified Financial Benefits Statement
The statements in the Quantified Financial Benefits Statement relate to future
actions and circumstances which, by their nature, involve risks, uncertainties
and contingencies. The synergies and/or cost savings referred to may not be
achieved, or may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. For the purposes of Rule
28 of the Takeover Code, the Quantified Financial Benefits Statement contained
in this Announcement is the responsibility of BBOX and the BBOX Directors. The
synergies or other quantified estimated financial benefits referred to are
contingent on the Acquisition and could not be achieved independently. The
estimated synergies or other quantified estimated financial benefits referred
to reflect both the beneficial elements and relevant costs.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th Business Day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Right to switch to a Takeover Offer
BBOX reserves the right to elect, with the consent of the Panel, to implement
the Acquisition by way of a Takeover Offer for the entire issued and to be
issued share capital of Warehouse as an alternative to the Scheme. In such an
event, the Takeover Offer will be implemented on the same terms or, if BBOX so
decides, on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendments referred to in paragraph 10 of Part B of
Appendix 1 to this Announcement.
Publication of this Announcement on websites and availability of hard copies
A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free
of charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Warehouse's website at
https://www.warehousereit.co.uk/investors/offer-from-tritax-big-box and BBOX's
website at https://www.tritaxbigbox.co.uk/investors/ by no later than 12.00
p.m. on the Business Day following the date of this Announcement.
In accordance with Rule 30.3 of the Takeover Code, Warehouse Shareholders and
persons with information rights may request a hard copy of this Announcement
by contacting Warehouse's registrars, MUFG Corporate Markets, Corporate
Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom,
or by calling them on +44 (0) 371 664 0300. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
9.00 a.m. and 5.30 p.m. (London time), Monday to Friday (except public
holidays in England and Wales). Please note that MUFG Corporate Markets cannot
provide any financial, legal or tax advice. Calls may be recorded and
monitored for security and training purposes.
For persons who receive a copy of this Announcement in electronic form or via
a website notification, a hard copy of this Announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.
For the avoidance of doubt, the contents of the aforementioned websites, and
any websites accessible from hyperlinks on those websites, are not
incorporated into and do not form part of this Announcement.
Information relating to Warehouse Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by Warehouse Shareholders, persons with information
rights and other relevant persons for the receipt of communication from
Warehouse may be provided to BBOX during the Offer Period as required by
Section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of
the Takeover Code.
Rounding
Certain figures included in this Announcement have been subject to rounding
adjustments. Accordingly, figures shown for the same category presented in
different places may vary slightly and figures shown as totals in certain
tables may not be an exact arithmetic aggregation of the figures that precede
them.
Rule 2.9 of the Takeover Code
In accordance with Rule 2.9 of the Takeover Code, BBOX confirms that, as at
the date of this Announcement, it has 2,480,677,459 ordinary shares of 1 penny
each in issue and admitted to trading on the Main Market of the London Stock
Exchange and no shares held in treasury. The International Securities
Identification Number (ISIN) for the ordinary shares is GB00BG49KP99.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
25 June 2025
RECOMMENDED CASH AND SHARE ACQUISITION OF
WAREHOUSE REIT PLC ("Warehouse")
BY
TRITAX BIG BOX REIT PLC ("BBOX")
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The Boards of directors of BBOX and Warehouse are pleased to announce that
they have reached agreement on the terms of a recommended cash and share offer
(the "Offer") pursuant to which BBOX will acquire the entire issued and to be
issued ordinary share capital of Warehouse (the "Acquisition" forming the
"Combined Group"). It is intended that the Acquisition will be effected by
means of a scheme of arrangement under Part 26 of the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which shall be subject to the futher terms
and conditions set out in Appendix 1 to this Announcement and to be set out in
the Scheme Document, for each Warehouse Share held, the Scheme Shareholders
who are on the register of members of Warehouse at the Scheme Record Time will
be entitled to receive for each Scheme Share:
0.4236 New BBOX Shares
and
47.2 pence in cash
In addition, Warehouse Shareholders will retain the quarterly dividend up to a
maximum of 1.6 pence per Warehouse Share expected to be paid, on Warehouse's
ordinary dividend timetable, on 25 July 2025 (the "Warehouse July Dividend")
as well as retaining the quarterly dividend up to a maximum of 1.6 pence per
Warehouse Share expected to be paid, on Warehouse's ordinary dividend
timetable, on 6 October 2025 (the "Warehouse October Dividend").
Based on BBOX's Closing Share Price of 150.6 pence on 24 June 2025, being the
last Business Day before the date of this Announcement, this represents 111.0
pence per Warehouse Share and assuming the payment to Warehouse Shareholders
of both the Warehouse July Dividend and the Warehouse October Dividend, the
Acquisition implies a total value of 114.2 pence for each Warehouse Share,
inclusive of the Warehouse July Dividend and the Warehouse October Dividend,
and values Warehouse's entire issued, and to be issued, ordinary share capital
at approximately £485.2 million, representing:
· a premium of 38.6 per cent. to Warehouse's Closing Share Price of
82.4 pence on the Undisturbed Date;
· a premium of 39.3 per cent. to the one-month volume weighted average
Warehouse's Closing Share Price of 82.0 pence on the Undisturbed Date;
· a premium of 41.5 per cent. to the three-month volume weighted
average Warehouse's Closing Share Price of 80.7 pence on the Undisturbed Date;
and
· a premium to the value of the Blackstone Offer of 109 pence of
approximately 5.2 pence or 4.8 per cent..
Following completion of the Acquisition, Warehouse Shareholders would hold
approximately 6.8 per cent. of the Combined Group's issued share capital.
Appendix 5 to this Announcement contains a property valuation for Warehouse
supported by a report from CBRE, the external valuers (as defined by the Royal
Institution of Chartered Surveyors' Valuation - Global Standards (2022)) as at
31 March 2025 pursuant to the requirements of Rule 29 of the Takeover Code.
This property valuation report will also be reproduced in full in the Scheme
Document. In addition, the Scheme Document will contain property valuations in
respect of BBOX in accordance with Rule 29 of the Takeover Code.
3. Information on BBOX
BBOX is a FTSE 250 UK REIT listed on the closed-ended investment funds
category of the Official List. BBOX is the largest listed UK REIT that invests
primarily in UK high-quality logistics warehouse assets and controls the
largest logistics-focused development land platform in the UK. BBOX 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. BBOX focuses on well-located, modern
logistics assets, typically let to institutional grade tenants on long-term
leases with upward-only rent reviews and geographic and tenant diversification
throughout the UK. As at the Latest Practicable Date, BBOX had a market
capitalisation of approximately £3.7 billion. BBOX's property portfolio
valuations will be published in the Scheme Document in accordance with Rule 29
of the Takeover Code. Additionally, having adopted a "power first" approach,
in January 2025, BBOX secured its first 147MW data centre development
opportunity, and has access to a further 1.1GW pipeline, offering the
potential to deliver exceptional returns on an accelerated basis.
In the period from its IPO in December 2013 to the Latest Practicable Date,
BBOX has delivered on a total accounting return basis, a return of
approximately 164.1 per cent., a total shareholder return of approximately
156.6 per cent. and has grown its market capitalisation to £3.7 billion. This
has resulted in outperformance versus the FTSE 350 Real Estate index.
The following three key growth drivers, delivering superior risk adjusted
returns, collectively create the potential to increase Adjusted Earnings by 50
per cent. by the end of 2030:
· Capturing record rental reversion and active management of the
investment portfolio;
· Delivering critical supply chain infrastructure by developing the
logistics land portfolio at a 6 to 8 per cent. target yield on cost; and
· Exceptional returns through BBOX's innovative "power-first" data
centre opportunities with the potential to deliver an 8 to 10 per cent. yield
on cost.
BBOX holds the following credit ratings and outlook from Moody's Ratings:
Long-Term Issuer Corporate Credit Rating: Baa1 (positive outlook). As the
Latest Practicable Date, there have been no changes to these credit ratings
since the commencement of the Offer Period.
4. Information on Warehouse
Warehouse was listed in September 2017 as an investment vehicle raising £150
million to invest in warehouse assets in the industrial and logistics sector.
Since its IPO, Warehouse has successfully raised a further £275 million via
three equity issues and built a highly attractive and diversified asset
portfolio, with a primary focus on multi-let warehouses, which offer the
greatest flexibility for occupiers, as they enable such occupiers to scale up
or down as their businesses evolve. The portfolio is balanced with high
quality single let assets which are typically let on longer leases and provide
a solid income stream.
Warehouse is an externally managed UK REIT, advised by the Investment Adviser,
who is responsible for the day-to-day asset management of the portfolio, and
who works exclusively for Warehouse.
As at 31 March 2025, Warehouse's portfolio was valued at £805.4 million and
comprised 6.9 million square feet with annual rent of £42.5 million. As at
the Undisturbed Date, Warehouse had a market capitalisation of approximately
£350 million. As at 31 March 2025, Warehouse had audited net tangible assets
of £544 million and an audited net tangible assets value per Warehouse Share
of 128.0 pence (both calculated in accordance with EPRA guidelines).
5. Background to and reasons for the Acquisition
Since listing on the London Stock Exchange, Warehouse has curated a highly
attractive, diversified portfolio of assets, focused on multi-let industrial
estates. These assets are strategically located and are complete with a robust
and diverse occupier base. The proposed Acquisition will provide BBOX with
high quality exposure to an attractive sub-sector, with supportive
demand-supply dynamics.
The boards of Warehouse and BBOX believe that the Acquisition has a compelling
strategic and financial rationale for Warehouse Shareholders and BBOX
Shareholders, building on BBOX's existing strategy and proven track record of
delivering attractive and sustainable returns for BBOX Shareholders:
· Leading listed UK logistics REIT: Consolidates BBOX's exclusive
position as the leading listed UK logistics pure-play platform with an
enhanced portfolio value of £7.4 billion and provides shareholders with
increased liquidity, a lower cost of capital and listed ownership of the
sector with structural dynamics supporting long-term prospects.
· Complementary and attractive market fundamentals support
long-term rental growth: Continued competition for land use in urban settings,
and sustained underlying demographic trends, leads to both a significant
reduction of logistics space in UK cities and constraints on new supply due to
a scarcity of sites and the significant costs involved.
· Attractive offer composition: The Offer provides an attractive
blend of cash, providing Warehouse Shareholders with certainty, and New BBOX
Shares, which provide the potential to participate in future earnings growth
and improvements in the property cycle.
· Strategic alignment: Marks a continuation of BBOX's strategy of
enhancing overall risk adjusted returns by complementing its big box logistics
portfolio with assets in the urban and last mile markets, in key
micro-locations and underpinned by a diverse tenant base, and further
enhancing its customer offering via a broader range of property size, location
and uses.
· Sizeable near-term rent reversion: Shorter-dated leases with
significant exposure to open market rent reviews, provide an accelerated
pathway to capturing the 25 per cent. of rental reversion in Warehouse's urban
logistics assets, complementing the 28 per cent. rental reversion within the
BBOX portfolio.
· Enhancing performance via the proven expertise of the Tritax
Manager:
o The combination of Warehouse and BBOX creates additional asset management
and development opportunities which the Tritax Manager's capabilities are well
placed to deliver. The Tritax Manager, through its specialism in UK logistics,
including multi-let industrial, has extensive asset management capabilities
across the full range of asset sizes and a proven track record of enhancing
value, as demonstrated through the successful integration of urban logistics
assets acquired through the acquisition of UK Commercial Property REIT Limited
in 2024.
o In addition, the Tritax Manager can bring its full development
capabilities to bear at Radway Green to maximise and capture the potential
value of the site.
· Financial synergies enhance Adjusted EPS accretion in first full
year post completion: Delivers immediate cost synergies of £5.5 million per
annum through a lower effective fee rate and economies of scale which,
together with higher rental income growth, is expected to support Adjusted EPS
accretion and dividend progression, alongside an industry leading EPRA cost
ratio.
· Compelling returns ahead of BBOX's cost of capital: BBOX expects
Warehouse's logistics assets to deliver compelling returns ahead of BBOX's
cost of capital over the short to medium-term. BBOX also believes the market
has opportunities for value growth in line with the macro-economic
environment.
6. Recommendation
The Warehouse Independent Directors, who have been so advised by Peel Hunt and
Jefferies as to the financial terms of the Acquisition, unanimously consider
the terms of the Acquisition to be fair and reasonable. In providing their
advice to the Warehouse Independent Directors, Peel Hunt and Jefferies have
each taken into account the commercial assessments of the Warehouse
Independent Directors. Peel Hunt is providing independent financial advice to
the Warehouse Directors for the purpose of Rule 3 of the Takeover Code.
Accordingly, the Warehouse Independent Directors have withdrawn their
recommendation that Warehouse Shareholders vote in favour of the Blackstone
Offer, and instead recommend unanimously that Warehouse Shareholders vote in
favour of the Scheme at the Court Meeting and vote in favour of the Resolution
to be proposed at the General Meeting (or, in the event that the Acquisition
is implemented by way of a Takeover Offer, to accept or procure acceptance of
the Takeover Offer). The Tilstone Directors have irrevocably undertaken to do
so in respect of their, and their connected persons', beneficial holdings of,
in aggregate, 22,527,554 Warehouse Shares representing, in aggregate,
approximately 5.30 per cent. of the issued ordinary share capital of Warehouse
as at the Latest Practicable Date.
7. Background to and reasons for the
recommendation from the Warehouse Independent Directors
On 4 June 2025, in connection with the Blackstone Offer, the Warehouse
Independent Directors set out the challenges faced by Warehouse as an
independent company and the reasons for recommending the Blackstone Offer.
The Warehouse Independent Directors noted in that announcement that they
remain confident in Warehouse's strategy, but Warehouse had not been immune
from the macro-economic headwinds impacting the broader UK real estate and
investment trust market. These include, inter alia:
· dislocation of share prices from underlying financial
fundamentals such as Net Asset Value;
· shareholder desire for higher returns given the significant
increase in risk free rates;
· an increase in interest rates which has led to a repricing of
real estate shares and higher costs of variable rate debt; and
· reduced access to capital from the equity market, particularly
for companies which are deemed to be "sub-scale" and/or trade at a significant
discount to Net Asset Value.
The Warehouse Independent Directors believe that Warehouse owns a portfolio
which offers attractive income characteristics and an asset class which should
continue to attract capital and tenancy demand given, inter alia: strong
reversion capture from prevailing shorter WAULTs; low levels of capex /
building obsolescence; continued occupier demand; significant supply
constraint; and a diversified occupier base which reduces tenant risk.
Background to the Blackstone Offer
Against that backdrop, the Warehouse Independent Directors engaged extensively
with Blackstone in order to reach agreement on the terms of a potential
acquisition of Warehouse that the Warehouse Independent Directors believed
would be in the best interests of Warehouse Shareholders as a whole.
On 25 March 2025, Blackstone announced it had made a fifth proposal of 113.4
pence per Warehouse Share, in addition to entitlement to the interim dividend
of 1.6 pence, which was declared by Warehouse on 19 February 2025 in respect
of the third quarter of the financial year ending 31 March 2025 and to be paid
on 11 April 2025 of 1.6 pence per Warehouse Share (the "Warehouse April
Dividend"), and representing a total offer value of 115.0 pence per Warehouse
Share (the "Fifth Proposal"). On 27 March 2025, the Warehouse Board announced
that, should a firm offer be made on the financial terms indicated and subject
to the agreement of the other terms of the offer, it would be minded to
recommend the Fifth Proposal to Warehouse Shareholders and that the Warehouse
Board had decided to engage in discussions to allow Blackstone to complete a
limited period of confirmatory due diligence. In that announcement, Blackstone
reserved the right to make an offer for Warehouse on less favourable terms
with the agreement or recommendation of the Warehouse Board.
On 6 May 2025, Blackstone wrote to the Warehouse Board raising several matters
arising from its due diligence, the most significant of which related to
contrasting views on the valuation of Warehouse's development asset at Radway
Green. As a result, Blackstone stated that it was not in a position to proceed
with its offer on the financial terms of the Fifth Proposal. An update on
Blackstone's position was included in the announcement made by the Warehouse
Board on 12 May 2025.
Following receipt of this letter the Warehouse Board engaged extensively with
its financial and legal advisers, its independent valuer and Blackstone in
order to assess the issues raised by Blackstone.
On 19 May 2025, Blackstone submitted the Blackstone Offer, consisting of the
revised final indicative proposal at a price of 109 pence per Warehouse Share,
or 110.6 pence per Warehouse Share including the Warehouse April Dividend
(notwithstanding that it had been paid).
On 24 May 2025, having concluded its review of the matters raised by
Blackstone, the Warehouse Board wrote to Blackstone with a rebuttal of each of
those matters noting, inter alia, that Warehouse's independent valuer had
confirmed its 31 March 2025 valuation of Warehouse's property portfolio,
including the Radway Green asset. On 25 May 2025, Blackstone responded to the
Warehouse Board stating that they did not agree with the overall conclusions
of the Warehouse Board's review. However, they reconfirmed that they were
still willing to proceed with a binding offer at a price of 109 pence per
Warehouse Share.
The Warehouse Independent Directors have engaged with various Warehouse
Shareholders since the announcement made by the Warehouse Board on 12 May
2025. Until the proposal from BBOX, the Warehouse Independent Directors
believed that the Blackstone Offer would have been in the best interests of
Warehouse Shareholders as a whole, as it would have accelerated the value that
could be delivered from, and would have de-risked the execution of, the
strategic plan that Warehouse would have pursued independently.
Background to the BBOX Offer
Against a backdrop of heightened consolidation activity in the sector, the
Warehouse Board has considered a combination with another UK listed real
estate company on the right terms to be an attractive way to accelerate the
realisation of the inherent value of the Warehouse portfolio while also
providing the option for Warehouse Shareholders to remain invested in an asset
class which the Warehouse Board considers to have strong long term growth
potential.
Having engaged extensively through a period of due diligence with BBOX, on 18
June 2025 the Warehouse Board received a proposal outlining the terms of a
proposed acquisition of Warehouse by BBOX.
The Warehouse Independent Directors have comprehensively assessed both the
BBOX and the Blackstone proposals and concluded that the Offer represents a
compelling opportunity for Warehouse Shareholders to achieve a more
significant, immediate uplift in the value of their investment with the
implied offer value exceeding the value of the Blackstone Offer, as well as
the prospect of stronger total shareholder returns and optionality as a result
of part of the consideration being in New BBOX Shares, as opposed to
Blackstone's all-cash offer.
In reaching its conclusion, the Warehouse Independent Directors have carefully
considered the following:
· the Offer implies a total value of 114.2 pence for each Warehouse
Share, inclusive of the Warehouse July Dividend and the Warehouse October
Dividend, and values Warehouse's entire issued, and to be issued, ordinary
share capital at approximately £485.2 million, representing:
o a premium of 38.6 per cent. to Warehouse's Closing Share Price of 82.4
pence on the Undisturbed Date;
o a premium of 39.3 per cent. to the one-month volume weighted average
Warehouse's Closing Share Price of 82.0 pence on the Undisturbed Date;
o a premium of 41.5 per cent. to the three-month volume weighted average
Warehouse's Closing Share Price of 80.7 pence on the Undisturbed Date; and
o a premium to the value of the Blackstone Offer, of 109 pence of
approximately 5.2 pence or 4.8 per cent.;
· approximately 57 per cent. of the Offer is payable in
New BBOX Shares, providing Warehouse
Shareholders with a tax efficient means of remaining invested in an asset
class benefitting from robust occupier demand, attractive rental growth
prospects and a significant supply constraint;
· approximately 43 per cent. of the Offer is payable in cash,
providing Warehouse Shareholders with significant liquidity at a premium to
the undisturbed share price, while underpinning the value of the Offer as a
whole;
· under the Offer, Warehouse Shareholders will be entitled to
receive and retain both the Warehouse July Dividend and the Warehouse October
Dividend while, in contrast, the Blackstone Offer will automatically be
reduced by an amount equal to the amount of such dividend and/or distribution
and/or return of capital (other than in circumstances where Blackstone is
permitted to increase its offer price, in which case the cash consideration
shall not automatically be reduced, but Blackstone reserves the right to elect
to reduce the cash consideration by such amount). The Warehouse July Dividend
and the Warehouse October Dividend are in addition to the Warehouse April
Dividend, which has already been declared and paid to Warehouse Shareholders
and which Blackstone cited in deriving a total transaction value of 110.6
pence. In comparison, on a like-for-like basis, including the Warehouse April
Dividend in the value of the Offer, in addition to the Warehouse July Dividend
and the Warehouse October Dividend, would represent a total transaction value
of 115.8 pence;
· the greater liquidity in the trading of BBOX Shares compared with
Warehouse Shares would allow Warehouse Shareholders to sell their shareholding
more easily in the market should they wish to do so;
· the compelling strategic rationale for the combination of the two
portfolios, in particular:
o complementing BBOX's big box logistics portfolio with assets in the urban
and last mile markets, in key micro-locations and underpinned by a diverse
tenant base, and further enhancing its customer offering via a broader range
of property size, location and uses;
o creating additional asset management and development opportunities which
the Tritax Manager's capabilities are well placed to deliver;
o delivering annual run-rate pre-tax cash cost synergies of approximately
£5.5 million through a lower effective fee rate and economies of scale which
together with higher rental income growth, is expected to support earnings
accretion and dividend progression, alongside an industry leading EPRA cost
ratio;
o consolidating BBOX's exclusive position as the leading listed UK logistics
pure-play platform benefitting from an enhanced portfolio value of £7.4
billion, increased liquidity, a lower cost of capital and continued investment
in a sector with structural dynamics supporting long-term prospects;
o providing Warehouse Shareholders with exposure to BBOX's leading
development platform with exposure to attractive risk-adjusted returns from
BBOX's existing development pipeline and the improved ability to realise the
full potential of Warehouse's development assets such as Radway Green; and
o the Tritax Manager's proven track record of enhancing value, as
demonstrated through the successful integration of urban logistics assets
acquired through the acquisition of UK Commercial Property REIT Limited in
2024.
The Warehouse Independent Directors consider that the market risk inherent in
BBOX's cash and shares offer is, as at the time of this Announcement, offset
by the material increase in value over the Blackstone Offer. Furthermore, the
Warehouse Independent Directors note that the Offer is partially derisked by
the cash component and that the share component allows Warehouse Shareholders
to remain invested in a larger, more liquid UK REIT which will benefit from
significant scale, an improved cost of capital and structural tailwinds
underpinning the rental growth prospects of the industrials sector.
Accordingly, the Warehouse Independent Directors have withdrawn their
recommendation that Warehouse Shareholders vote in favour of the Blackstone
Offer, and instead recommend unanimously that Warehouse Shareholders vote in
favour of the Acquisition.
8. Quantified Financial Benefits Statement
The BBOX Directors, having reviewed and analysed the potential cost synergies
of the Combined Group, and taking into account the factors they can influence,
believe that the Acquisition can generate annual run-rate pre-tax cash cost
synergies of approximately £5.5 million. The principal sources of quantified
synergies are expected to include:
· Investment management fees: unification of investment management
services under the Tritax Manager, delivering an expected £4.9 million of
cost synergies per annum derived from lower investment management fees
chargeable on the incremental EPRA NTA following the Acquisition; and
· Corporate and administrative costs: de-duplication and
rationalisation of duplicated listing, administration and operational expenses
delivering approximately £0.6 million of cost synergies per annum.
The identified cost savings are contingent on completion of the Acquisition
and would not be achieved independently. The estimated cost synergies referred
to above reflect both the beneficial elements and the relevant costs.
As set out in paragraph 11, it is intended that the Investment Management
Agreement will be terminated immediately on completion of the Acquisition.
Under the terms of the Warehouse IMA Termination Agreement, BBOX has agreed
that a one-off amount of £12.35 million will be paid to Tilstone in
connection with such termination in lieu of the notice that would otherwise be
contractually due and which includes BBOX's contribution to TUPE costs arising
as a result of the Acquisition. Save for its impact on EPRA NTA, which
underpins the management fee synergy, as a one-off amount, this has not been
factored into the calculation of the potential cost synergies as set out
above.
The BBOX Directors have considered this and other recurring or one-off costs
in connection with realising the expected cost synergies and expect that any
further costs incurred in the realisation of the cost synergies will be
immaterial. It is expected that the realisation of the potential quantified
synergies will be achieved in the first twelve months following completion of
the Acquisition. Aside from the one-off integration costs, no material
dis-synergies are expected in connection with the Acquisition.
Further information on the bases of belief supporting the Quantified Financial
Benefits Statement, including the principal assumptions and sources of
information, is set out in Appendix 4 to this Announcement.
9. Irrevocable undertakings
BBOX has received irrevocable undertakings to vote or procure to vote in
favour of the Scheme at the Court Meeting, and in favour of the Resolution to
be proposed at the General Meeting (or, in the event that the Acquisition is
implemented by way of a Takeover Offer, to accept or procure acceptance of the
Takeover Offer), from the Tilstone Directors and certain principals of the
Investment Adviser in respect of their, and their connected persons',
beneficial holdings of, in aggregate, 27,297,443 Warehouse Shares
representing, in aggregate, approximately 6.43 per cent. of the issued
ordinary share capital of Warehouse as at the Latest Practicable Date.
In addition to the irrevocable undertakings received from the Tilstone
Directors and from certain principals of the Investment Adviser, BBOX has
received irrevocable undertakings to vote or procure to vote in favour of the
Scheme at the Court Meeting, and in favour of the Resolution to be proposed at
the General Meeting (or, in the event that the Acquisition is implemented by
way of a Takeover Offer, to accept or procure acceptance of the Takeover
Offer), from Belinda Strudwick in respect of a total of 8,209,496 Warehouse
Shares, representing, in aggregate, approximately 1.93 per cent. of the issued
ordinary share capital of Warehouse as at the Latest Practicable Date.
In total, therefore, BBOX has received irrevocable undertakings representing,
in aggregate, approximately 8.36 per cent. of the issued ordinary share
capital of Warehouse as at the Latest Practicable Date.
Further details of these irrevocable undertakings are set out in Appendix 3 to
this Announcement.
10. Dividends
Warehouse dividends
Under the terms of BBOX's Offer, as well as having received the Warehouse
April Dividend of 1.6 pence per Warehouse Share paid on 11 April 2025,
Warehouse Shareholders will be entitled to retain the Warehouse July Dividend,
being the quarterly dividend expected to be paid on 25 July 2025 up to a
maximum amount of 1.6 pence per Warehouse Share and the Warehouse October
Dividend, being the quarterly dividend expected to be paid on 6 October 2025
up to a maximum amount of 1.6 pence per Warehouse Share.
If, on or after the date of this Announcement, any dividend, distribution
and/or other return of capital or value, is announced, declared, made or paid
in respect of the Warehouse Shares and with a record date on or before the
Effective Date other than the Warehouse July Dividend and Warehouse October
Dividend (an "Additional Dividend"), or to the extent either or both of the
Warehouse July Dividend and Warehouse October Dividend exceeds 1.6 pence per
Warehouse Share, respectively (an "Additional Amount"), BBOX reserves the
right to reduce the value of the consideration payable for each Warehouse
Share under the terms of the Acquisition accordingly by reference to the
aggregate amount per Warehouse Share of all or part of any such Additional
Dividend or Additional Amount and/or distribution and/or other return of
capital or value, in which case any reference in this Announcement to the
consideration payable under the terms of the Acquisition to the consideration
payable under the terms of the Acquisition will be deemed to be a reference to
the consideration as so reduced.
In such circumstances, Warehouse Shareholders would be entitled to retain any
such Additional Dividend, distribution and/or other return of capital or
value.
To the extent that such Additional Dividend, distribution and/or other return
of capital or value has been declared and has reached the ex-dividend date but
has not been paid prior to the Effective Date and such Additional Dividend,
distribution and/or other return of capital or value is cancelled, then the
terms of the Acquisition shall not be subject to change in accordance with
this paragraph.
Any exercise by BBOX of its rights referred to in this paragraph 10 shall
be the subject of an announcement and, for the avoidance of doubt, shall not
be regarded as constituting any revision or variation of the terms of the
Offer or the Acquisition.
BBOX dividends
On the basis of BBOX's ordinary dividend payment timetable, quarterly
dividends are expected to be paid to BBOX Shareholders in September 2025 (the
"BBOX September Dividend") and November 2025.
Save in respect of the BBOX September Dividend, BBOX has agreed not to
authorise, declare, make or pay any dividend or other distribution on or after
the date of this Announcement and prior to the Effective Date.
Following the Effective Date, BBOX will continue to aim to deliver a
progressive dividend policy. The BBOX Directors expect that the dividend will
continue to be paid quarterly.
11. Intentions for the Combined Group
Property Strategy
With effect from the completion of the Acquisition, the Tritax Manager will
provide investment management, administrative and advisory services to the
Combined Group. BBOX expects to continue BBOX's stated strategy and invest in
high-quality industrial and logistics assets to generate a sustainable and
growing rental income stream, along with capital appreciation, for
shareholders. As at the date of this Announcement, no decision has been made
to sell any assets from the Warehouse portfolio, however BBOX may choose to do
so at a later date, as part of its normal course capital recycling activities.
Board of Warehouse
BBOX intends to de-list Warehouse following completion of the Acquisition.
Consequently, Warehouse will not require listed company governance structures
and accordingly, it is intended that each of the Warehouse Directors will step
down from the Board of Warehouse (and its subsidiaries, as applicable) upon
completion of the Acquisition.
The Board of BBOX will remain unchanged following the Acquisition and will
continue to provide the complementary skills necessary to drive the Combined
Group forward following completion of the Acquisition.
Employees, management and pensions, fixed assets and R&D
As an externally managed UK REIT, Warehouse has no employees and does not
operate any pension scheme, nor does it have any arrangements in place for any
employee involvement in its capital. Warehouse has no fixed place of business,
fixed assets (other than those held in its property portfolio), research and
development function or headquarters.
Investment Management Arrangements
As an externally managed UK REIT, Warehouse engages a number of outsourced
service providers, including Tilstone Partners Limited (the "Investment
Adviser"), which serves as Warehouse's investment adviser and for which its
services are governed under the Investment Management Agreement.
Post completion of the Acquisition, BBOX intends for the Warehouse assets to
be managed under its existing agreement with the Tritax Manager, and thus will
terminate the existing Investment Management Agreement with the Investment
Adviser post completion of the Acquisition. In recognition of this, on the
date of this Announcement, BBOX and the Investment Adviser have entered into
the Warehouse IMA Termination Agreement in respect of the Investment
Management Agreement, under the following terms:
· Warehouse will, following completion of the Acquisition, make a
termination payment of £12.35 million to the Investment Adviser (subject to
retention of 15 per cent. of that amount for up to six months to address any
claims that may arise from the termination of the Investment Management
Agreement), reflecting an amount in lieu of the two year termination notice
period under the existing terms of the Investment Management Agreement, and to
cover certain associated exit costs and employment costs.
· Save in respect of certain employees of the Investment Adviser
who it is envisaged will join the Tritax Manager on completion of the
Acquisition, the Investment Adviser will indemnify BBOX against certain
potential employment claims that may arise as a result of the transaction.
In addition it is envisaged that one employee of the Investment Adviser, not
expected to transfer to the employment of the Tritax Manager, will enter into
a six month consultancy agreement with BBOX on completion to enable the
transition of the investment management on a subset of the Warehouse
portfolio.
Warehouse headquarters
Following completion of the Acquisition, it is expected that the registered
office of Warehouse at 19(th) Floor 51 Lime Street, London will be moved to
BBOX's registered office and headquarters at 72 Broadwick Street, London.
Listing
Following completion of the Acquisition, the Combined Group will remain listed
on the Main Market. It is intended that dealings in, and registration of
transfers of, Warehouse Shares (other than the registration of the transfer of
the Scheme Shares to BBOX pursuant to the Scheme) will be suspended shortly
before the Effective Date at a time to be set out in the Scheme Document. It
is further intended that applications will be made to the London Stock
Exchange to cancel trading in Warehouse Shares on the Main Market, and to the
FCA to cancel the listing of the Warehouse Shares on the Official List, in
each case with effect from or shortly following the Effective Date. Further
details about the de-listing and cancellation of trading of Warehouse Shares
can be found in paragraph 16.
UK REIT status
Both BBOX and Warehouse fall within the UK REIT regime and benefit from the
tax efficiencies provided by that regime. The Combined Group is expected to
fall within the UK REIT regime and the relevant tax measures will continue to
apply to the Combined Group.
Post-offer undertakings
No statements in this paragraph 11 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Takeover Code.
12. Financing of the Acquisition
The cash consideration payable by BBOX to Warehouse Shareholders pursuant to
the terms of the Acquisition will be funded by way of an unsecured loan to be
made available pursuant to the terms of a facilities agreement (the
"Facilities Agreement") between (1) BBOX, (2) Banco Santander, S.A., London
Branch as arranger, agent and original lender, with total aggregate
commitments of £600,000,000 with a term of 18 months (with an extension
option available) from the date of execution of the Facilities Agreement.
The Facilities Agreement will, among other things, fund the cash consideration
due to Warehouse Shareholders pursuant to the Acquisition.
The excess of the total aggregate commitments to be drawn down for the purpose
of funding the cash consideration due to Warehouse Shareholders pursuant to
the Acquisition may also be used to: (a) refinance all or any part of the
Warehouse financial indebtedness which subject to change of control clauses,
may require full repayment on completion of the Acquisition; and/or (b) repay
any part of BBOX's existing financial indebtedness pursuant to their existing
revolving credit facilities.
Further details in respect of the Facilities Agreement and these arrangements
will be included in the Scheme Document.
Citi, in its capacity as lead financial adviser to BBOX, is satisfied that
sufficient resources are available to BBOX to enable it to satisfy in full the
cash consideration payable to Warehouse Shareholders under the terms of the
Acquisition.
13. Offer related arrangements
Confidentiality Agreement
On 28 April 2025, BBOX and Warehouse entered into a Confidentiality Agreement
(which contains confidentiality obligations) pursuant to which BBOX has
undertaken to keep confidential, and to procure that certain of its
representatives keep confidential, information relating to Warehouse and/or to
the Acquisition, to use such information solely for the agreed purposes in
relation to the Acquisition and not to disclose it to third parties (other
than to permitted disclosees) unless required by law or regulation. These
confidentiality obligations shall remain in force until the first to occur of
(a) the Acquisition becoming effective or conditional in all respects or (b)
two years from the date of the Confidentiality Agreement.
Warehouse IMA Termination Agreement
On 25 June 2025 BBOX, the Tritax Manager, Warehouse, Tilstone Partners Limited
and G10 Capital Limited entered into an agreement to terminate the Investment
Management Agreement (the "Warehouse IMA Termination Agreement") which sets
out the terms on which the Investment Management Agreement between Warehouse,
Tilstone Partners Limited (as the Investment Adviser) and G10 Capital Limited
(as the AIFM) shall be terminated on and from the Effective Date, conditional
upon the Scheme becoming Effective.
Details of the Warehouse IMA Termination Agreement are set out in paragraph 11
above.
If the Acquisition does not become Effective on or before the Long-stop Date
(or otherwise lapses or is withdrawn), the Warehouse IMA Termination Agreement
automatically terminates with no force or effect.
The parties to the Warehouse IMA Termination Agreement have agreed that, if
the Panel determines that any provision of the agreement that requires the
parties to take or not to take action, whether as a direct obligation or as a
condition to any other person's obligation (however expressed) prior to the
date of completion of the Acquisition, is not permitted by Rule 21.2 of the
Takeover Code, that provision shall have no effect and shall be disregarded.
14. Disclosure of interests in Warehouse
As at the close of business on the Latest Practicable Date, save as set out in
the irrevocable undertakings referred to in paragraph 9 of this Announcement,
none of the BBOX Directors nor any other member of the BBOX Group, nor, so far
as the BBOX Directors are aware, any person acting in concert with BBOX for
the purposes of the Acquisition, had any interest in, right to subscribe for,
or had borrowed or lent any Warehouse Shares or securities convertible or
exchangeable into Warehouse Shares, nor did any such person have any short
position (whether conditional or absolute and whether in the money or
otherwise), including any short position under a derivative, any agreement to
sell or any delivery obligation or right to require another person to take
delivery, or any dealing arrangement of the kind referred to in Note 11 to the
definition of acting in concert in the Takeover Code, in relation to Warehouse
Shares or in relation to any securities convertible or exchangeable into
Warehouse Shares.
For these purposes, "interests in securities" arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
15. Warehouse share plans and management incentive
arrangements
As at the Latest Practicable Date, there were no Warehouse Shares that may be
issued to any current or former director, officer, adviser or employee of the
Wider Warehouse Group, the Investment Manager or the Investment Adviser,
pursuant to the Investment Management Agreement, any employee share option,
employee share award or any incentive scheme, benefit plan or arrangement
relating to the employment or engagement or termination of employment or
engagement of the relevant person.
16. Structure of the Acquisition
Scheme of Arrangement and New BBOX Shares
It is intended that the Acquisition will be effected by means of a scheme of
arrangement between Warehouse and Warehouse Shareholders under Part 26 of the
Companies Act, full details of which will be set out in the Scheme Document to
be published by Warehouse during July 2025 and, in any event, within 28 days
of this Announcement (unless Warehouse and BBOX otherwise agree, and the Panel
consents, to a later date).
The procedure involves, inter alia, an application by Warehouse to the Court
to sanction the Scheme, in consideration for which Scheme Shareholders who are
on the register of members at the Scheme Record Time will receive
consideration on the basis set out in paragraph 2 above. The purpose of the
Scheme is to provide for BBOX to become the holder of the entire issued and to
be issued ordinary share capital of Warehouse.
The New BBOX Shares will be issued in registered form, credited as fully paid,
and will be capable of being held in both certificated and uncertificated
form. They will rank pari passu in all respects with the existing BBOX Shares,
including the rights to receive all dividends, distributions and other returns
of capital or value (if any) declared, made or paid by BBOX by reference to a
record date falling after the Effective Date.
Fractions of New BBOX Shares will not be allotted or issued pursuant to the
Acquisition and entitlements of Scheme Shareholders will be rounded down to
the nearest whole number of New BBOX Shares. All fractional entitlements to
New BBOX Shares will be aggregated and sold in the market as soon as
practicable after the Effective Date. The net proceeds of such sale (after
deduction of all expenses and commissions incurred in connection with the
sale) will be distributed by BBOX in due proportions to Scheme Shareholders
who would otherwise have been entitled to such fractions provided that
individual entitlements to amounts of less than £5.00 will not be paid to
Scheme Shareholders but will be retained for the benefit of Combined Group.
Conditions
The implementation of the Acquisition will be subject to the Conditions and
further terms which are set out in Appendix 1 to this Announcement and the
full terms and conditions to be set out in the Scheme Document and the Scheme
will only become Effective if, inter alia, the following events occur on or
before the Long-stop Date:
· the Scheme is approved by a majority in number of the Scheme
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting (or at any adjournment thereof) and
who represent not less than 75 per cent. in value of the Scheme Shares held by
such Scheme Shareholders;
· the Resolution is passed by the requisite majority, whether in
person or by proxy, at the General Meeting;
· the FCA having acknowledged to BBOX or its agent (and such
acknowledgement not having been withdrawn) that the application for admission
of the New BBOX Shares to the Official List has been approved;
· the London Stock Exchange having acknowledged to BBOX or its
agent (and such acknowledgement having not been withdrawn) that the New BBOX
Shares will be admitted to trading on the Main Market;
· sanctioning of the Scheme by the Court; and
· the Scheme becoming Effective by 11.59 p.m. on the Long-stop
Date.
The Scheme will lapse and the Acquisition will not take place if:
· either the Court Meeting or the General Meeting are not held by
the 22nd day after the expected date of such meeting to be set out in each
case in the Scheme Document (or such later date(s) if any (1) as may be agreed
between BBOX and Warehouse; or (2) (in a competitive situation) as may be
specified by BBOX (with the consent of the Panel and in each case (if so
required) with the approval of the Court)); or
· the Court Hearing to approve the Scheme is not held by the 22nd
day after the expected date of the Court Hearing to be set out in the Scheme
Document (or such later date(s) if any (1) as may be agreed between BBOX and
Warehouse; or (2) (in a competitive situation) as may be specified by BBOX
(with the consent of the Panel and in each case (if so required) with the
approval of the Court)).
Once the necessary approvals from Warehouse Shareholders have been obtained
and the other Conditions have been satisfied, or (where applicable) waived,
the Scheme must be sanctioned by the Court (with or without modification but
with any such modification being acceptable to Warehouse and BBOX). The Scheme
will become Effective in accordance with its terms upon a copy of the Court
Order being delivered to the Registrar of Companies for registration. Upon the
Scheme becoming Effective, it will be binding on all Scheme Shareholders,
irrespective of whether or not they attended or voted at the Court Meeting or
the General Meeting (and if they attended and voted, whether or not they voted
in favour of the resolutions proposed at such meetings).
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document, which, together with
the Forms of Proxy, is expected to be dispatched to Warehouse Shareholders
during July 2025 and, in any event, within 28 days of this Announcement
(unless Warehouse and BBOX otherwise agree, and the Panel consents, to a later
date). The timing of events which relate to the implementation of the
Acquisition is, however, subject to the approval of the Court and is therefore
subject to change. It is expected that the Court Meeting and the General
Meeting will be held during August 2025 and that, subject to the satisfaction
of the Conditions and the further terms set out in Appendix 1 to this
Announcement and the further terms and conditions to be set out in full in the
Scheme Document, the Scheme is expected to become Effective during the fourth
quarter of 2025.
The Scheme will be governed by English law and will be subject to the
jurisdiction of the Court. The Acquisition will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange and
the FCA.
Election to switch
BBOX has reserved the right to elect, subject to the consent of the Panel, for
the Acquisition to be implemented by way of a Takeover Offer. In this event,
the Takeover Offer will be implemented on the same terms, so far as
applicable, as those which would apply to the Scheme. If BBOX does elect to
implement the Acquisition by way of a Takeover Offer, and if sufficient
acceptances of such Takeover Offer are received and/or sufficient Warehouse
Shares are otherwise acquired, it is the intention of BBOX to apply the
provisions of sections 979 to 982 (inclusive) of the Companies Act to acquire
compulsorily any outstanding Warehouse Shares to which such Acquisition
relates.
17. Delisting of Warehouse Shares
Prior to the Scheme becoming Effective, applications will be made to the FCA
for the cancellation of the listing of Warehouse Shares on the Official List,
and to the London Stock Exchange to cancel the trading of the Warehouse Shares
on the Main Market, in each case to take effect from or shortly after the
Effective Date. The last day of dealings in Warehouse Shares on the Main
Market is expected to be the Business Day immediately prior to the Effective
Date and no transfers will be registered after 6.00 p.m. on that date.
On the Effective Date, Warehouse will become a wholly-owned subsidiary of BBOX
and share certificates in respect of Warehouse Shares will cease to be valid
and should be destroyed. In addition, entitlements to Warehouse Shares held
within the CREST system will be cancelled on the Effective Date.
Upon the Scheme becoming Effective, BBOX (and/or its nominee(s)) will acquire
the Warehouse Shares fully paid and free from all liens, equitable interests,
charges, encumbrances and other third party rights of any nature whatsoever
and together with all rights attaching to them including the right to receive
and retain all dividends and distributions (if any) declared after the
Effective Date.
18. Admission of, and commencement of dealings in, the
New BBOX Shares
Applications will be made to the FCA for the New BBOX Shares to be issued in
consideration for the Acquisition to be admitted to the Official List and to
the London Stock Exchange for the New BBOX Shares to be admitted to trading on
the Main Market.
It is expected that Admission will become effective and that unconditional
dealings in the New BBOX Shares will commence on the London Stock Exchange at
8.00 a.m. (London time) on the first Business Day following the date on which
the Scheme becomes Effective.
Details of how Warehouse Shareholders can hold, access and trade in BBOX
Shares will be set out in the Scheme Document. Warehouse Shareholders resident
in the United Kingdom will be able to hold their BBOX Shares through any of
the ways currently available to BBOX Shareholders, including through an
intermediary of their own choice should they wish to do so.
19. General
The sources of information and bases for certain financial information
contained in this Announcement are set out in Appendix 2 to this Announcement.
A summary of the irrevocable undertakings given in relation to the Acquisition
is set out in Appendix 3 to this Announcement. Appendix 4 contains the
Quantified Financial Benefits Statement, together with the report from BDO as
reporting accountant to BBOX in connection with the Quantified Financial
Benefits Statement, and the report from Citi, as lead financial adviser to
BBOX, for the purposes of the Quantified Financial Benefits Statement, as
required under Rule 28.1(a) of the Takeover Code. For the purposes of Rule 28
of the Takeover Code, the Quantified Financial Benefits Statement contained in
Appendix 4 to this Announcement is the responsibility of BBOX and the BBOX
Directors. The property valuation report for Warehouse (as at 31 March 2025)
is set out in Appendix 5 to this Announcement pursuant to Rule 29 of the
Takeover Code (with the property valuation reports for BBOX to be published in
the Scheme Document). Certain terms used in this Announcement are defined in
Appendix 6 to this Announcement.
Generally, disposals by a UK REIT of assets located in the UK held for the
purpose of a property rental business should be exempt from UK corporation
tax; however, there are specific rules which can result in assets held as part
of the property rental business being subject to tax on disposal (for example
when a property is materially developed and sold within three years of
completion of that development). In connection with the Acquisition it is not
contemplated that the aforementioned liability to taxation will crystallise.
For the purposes of Rule 29.5 of the Takeover Code, the Warehouse Board
confirms that CBRE has confirmed to it that an updated valuation as at the
date of this Announcement of Warehouse's property portfolio would not be
materially different to the valuation given by CBRE as at 31 March 2025 and
contained in the CBRE valuation report set out in Appendix 5 to this
Announcement.
Each of Citi, Akur, Santander, Peel Hunt and Jefferies has given and not
withdrawn its consent to the publication of this Announcement with the
inclusion herein of the references to its name (and, in the case of Citi, its
report on the Quantified Financial Benefits Statement) in the form and context
in which it is included.
Citi (as lead financial adviser to BBOX) has given and not withdrawn its
consent to the publication of its report on the Quantified Financial Benefits
Statement in this Announcement in the form and context in which it is
included.
BDO has given and not withdrawn its consent to the inclusion of its report on
the Quantified Financial Benefits Statement in this Announcement in the form
and context in which it is included as required pursuant to Rule 23.2 of the
Takeover Code.
CBRE has given and not withdrawn its consent to the publication of its
valuation report in this Announcement and the inclusion herein to the
references to its name, in each case, in the form and context in which it is
included.
20. Documents on display
In accordance with Rule 26.2 of the Takeover Code, copies of the following
documents will be made available on BBOX's and Warehouse's websites at
https://www.tritaxbigbox.co.uk/investors/ and
https://www.warehousereit.co.uk/investors/offer-from-tritax-big-box,
respectively by no later than 12 noon London time on the Business Day
following this Announcement until the end of the Offer Period:
(a) a copy of this Announcement;
(b) the irrevocable undertakings referred to in paragraph 9 above and
summarised in Appendix 3 to this Announcement;
(c) the written consents of Citi, Akur, Santander, Peel Hunt,
Jefferies and CBRE to being named in this Announcement;
(d) the written consent of BDO to the inclusion of its report on the
Quantified Financial Benefits Statement in this Announcement in the form and
context in which it is included;
(e) the reports from BDO and Citi in relation to the Quantified
Financial Benefits Statement contained in Appendix 4 to this Announcement;
(f) the property valuation report set out in Appendix 5 to this
Announcement from CBRE in relation to Warehouse;
(g) a no material change letter from CBRE in relation to Warehouse;
(h) the Facilities Agreement;
(i) the Confidentiality Agreement; and
(j) the Warehouse IMA Termination Agreement.
The contents of BBOX's website and Warehouse's website, and any website
accessible from hyperlinks, are not incorporated into and do not form part of
this Announcement.
Enquiries
Tritax Big Box REIT plc Tel: +44 (0) 20 7290 1616
Colin Godfrey, CEO
Frankie Whitehead, CFO
Ian Brown, Head of Corporate Strategy & Investor Relations
Citigroup Global Markets Limited (Lead Financial Adviser to BBOX) +44 (0) 20 7986 4000
James Ibbotson
Bogdan Melaniuc
Robert Redshaw
James Carton
Michael Mullen
Akur Limited (Joint Financial Adviser to BBOX) +44 (0) 20 3780 2455
Anthony Richardson
Siobhan Sergeant
Kekst CNC (Communications Adviser to BBOX)
Richard Campbell +44 (0) 7775 784 933
Guy Bates +44 (0) 7581 056 415
Tom Climie +44 (0) 7760 160 248
Warehouse REIT plc via FTI Consulting
Peel Hunt LLP (Rule 3 Adviser, Joint Financial Adviser and Corporate Broker to +44 (0) 20 7418 8900
Warehouse)
Capel Irwin
Michael Nicholson
Henry Nicholls
Sam Cann
Jefferies International Limited (Joint Financial Adviser and Corporate Broker +44 (0) 20 7029 8000
to Warehouse)
Tom Yeadon
Paul Bundred
Rishi Bhuchar
Andrew Morris
FTI Consulting (Financial PR & IR to Warehouse) +44 (0) 20 3727 1000
Dido Laurimore
Richard Gotla
Other advisers
Banco Santander, S.A. is also providing financial advice to BBOX.
CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to BBOX.
Reed Smith LLP is retained as legal adviser to Warehouse.
The LEI of BBOX is 213800L6X88MIYPVR714 and the LEI of Warehouse is
213800BQUD83TYQCWN28.
Market Abuse Regulation
This Announcement contains inside information for the purposes of Article 7 of
MAR. Market soundings (as defined in MAR) were taken in respect of a potential
offer with the result that certain persons became aware of inside information
(as defined in MAR) as permitted by MAR. This inside information is set out in
this Announcement. Therefore, those persons that received inside information
in a market sounding are no longer in possession of such inside information
relating to BBOX, Warehouse, the Acquisition and their respective securities.
For the purposes of MAR, this Announcement is being made on behalf of BBOX by
Hana Beard of Tritax Management LLP, Company Secretary, and on behalf of
Warehouse by Maria Baldwin of G10 Capital Group (part of IQEQ Group), AIFM.
Financial advisers
Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting exclusively
as lead financial adviser to BBOX and for no one else in connection with the
subject matter of this Announcement and will not be responsible to anyone
other than BBOX for providing the protections afforded to its clients or for
providing advice in connection with the subject matter of this Announcement.
Neither Citi nor any of its affiliates (nor any of their respective directors
officers, employees or agents) 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 Citi in
connection with this Announcement, any statement contained herein or
otherwise.
Akur Limited ("Akur"), which is authorised and regulated by the FCA in the
United Kingdom, is 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
Akur nor for providing advice in relation to any matter referred to in this
Announcement. Neither Akur nor any of its 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 Akur in connection with this Announcement, any statement contained
herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for Warehouse and for no one else in
connection with the matters set out or referred to in this Announcement and
will not regard any other person as its client in relation to matters set out
or referred to in this Announcement and will not be responsible to anyone
other than Warehouse for providing the protections afforded to clients of Peel
Hunt nor for providing advice in relation to any matter referred to in this
Announcement. Neither Peel Hunt nor any of its affiliates (nor their
respective directors, officers, employees and agents) 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 Peel Hunt in connection with this Announcement, any statement
contained herein or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for
Warehouse and for no one else in connection with the matters set out or
referred to in this Announcement and will not regard any other person as its
client in relation to matters set out or referred to in this Announcement and
will not be responsible to anyone other than Warehouse for providing the
protections afforded to clients of Jefferies nor for providing advice in
relation to any matter referred to in this Announcement. Neither Jefferies nor
any of its affiliates (nor their respective directors, officers, employees and
agents) 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 in connection with
this Announcement, any statement contained herein or otherwise.
Banco Santander, S.A. ("Santander") is a credit institution which is
registered with the Bank of Spain with number 0049. Banco Santander, S.A.,
London Branch is a branch of Santander with its principal place of business
located at 2 Triton Square, Regent's Place, London NW1 3AN and is authorised
by the Bank of Spain and is subject to regulatory oversight on certain matters
in the UK by the Financial Conduct Authority and the Prudential Regulatory
Authority. Santander is acting exclusively as financial adviser to BBOX and no
one else in connection with the matters referred to in this Announcement and
will not be responsible to anyone other than BBOX for providing the
protections afforded to clients of Santander or any of its affiliates, or for
providing advice in relation to any matter referred to in this Announcement.
Neither Santander, nor any of its 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 Santander in connection with this document or any matter referred to
herein.
Important Notices
This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly in, into or from the United States or any
other jurisdiction where to do so would constitute a violation of the relevant
laws or regulations of such jurisdiction.
This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance, transfer or exchange of securities or such solicitation pursuant to
the Acquisition or otherwise in any jurisdiction in which such offer,
invitation, solicitation, purchase, sale, issuance or exchange is unlawful.
The Acquisition will be made solely by means of the Scheme Document (or, if
the Acquisition is implemented by way of a Takeover Offer, the document by
which the Takeover Offer is made) and the accompanying Forms of Proxy (or
forms of acceptance, if applicable), which will contain the full terms and
conditions of the Acquisition, including details of how to vote in respect of
the resolutions proposed in connection with the Acquisition. Any vote,
approval, decision in respect of, or other response to, the Scheme Document or
in relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or if the Acquisition is made by
way of a Takeover Offer, the document by which the Takeover Offer is made).
Warehouse Shareholders should not make any investment decision in relation to
the Acquisition or New BBOX Shares except on the basis of the Scheme Document
(or if the Acquisition is made by way of a Takeover Offer, the document by
which the Takeover Offer is made). The Scheme Document will be distributed to
Warehouse Shareholders by Warehouse as soon as practicable. Warehouse and BBOX
urge Warehouse Shareholders to read the Scheme Document carefully when it
becomes available as it will contain important information relating to the
Acquisition, the New BBOX Shares and the Combined Group.
The statements contained in this Announcement are made as at the date of this
Announcement and unless some other time is specified in relation to them, the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
No person should construe the contents of this Announcement as legal,
financial or tax advice. 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, accountant or from an independent financial adviser duly
authorised under FSMA.
Overseas Shareholders
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and/or regulations.
Persons who are not resident in the United Kingdom or who are subject to the
laws and regulations of other jurisdictions should inform themselves of, and
observe, any applicable requirements. In particular, the ability of persons
who are not resident in the United Kingdom or who are subject to the laws of
another jurisdiction to participate in the Acquisition or to vote their Scheme
Shares in respect of the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf, may be affected
by the laws of the relevant jurisdictions in which they are located or to
which they are subject. Any failure to comply with the applicable requirements
may constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
This Announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules and the UK Listing Rules, 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. Nothing in this Announcement should be relied on
for any other purpose.
Unless otherwise determined by BBOX or required by the Takeover Code and
permitted by applicable law and regulation, the Acquisition will not be made,
and the New BBOX Shares to be issued pursuant to the Acquisition will not be
made, available in whole or in part, 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 Scheme 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 all
documentation relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate the laws
in that jurisdiction, and persons receiving this Announcement and all
documents relating to the Acquisition (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send them in, into
or from such jurisdictions where to do so would violate the laws in that
jurisdiction.
If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made available, directly or indirectly, in, into or from or by use of the
mails or any other means or instrumentality (including, without limitation,
facsimile, e-mail or other electronic transmission, telex or telephone) of
interstate or foreign commerce of, or any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction and the Takeover
Offer will not be capable of acceptance by any such use, means,
instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
Additional information for US investors
Warehouse Shareholders located in the United States should note that the
Acquisition relates to the securities of an English company with a listing on
the London Stock Exchange and is proposed to be implemented by means of a
scheme of arrangement provided for under the laws of England and Wales. A
transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme is subject to procedural and disclosure requirements
and practices applicable to a scheme of arrangement involving a target company
in England listed on the London Stock Exchange, which are different from the
disclosure requirements of the US tender offer and proxy solicitation rules.
The Acquisition may, in certain circumstances, instead be carried out by way
of a Takeover Offer under English law. If, in the future, BBOX exercises its
right to implement the Acquisition by way of a Takeover Offer, such Takeover
Offer will be made in compliance with the Takeover Code and applicable US laws
and regulations, including to the extent applicable Section 14(e) of the US
Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made
in the United States by BBOX and no one else.
The financial information included in this Announcement and other
documentation related to the Acquisition has been or will have been prepared
in accordance with International Financial Reporting Standards and thus may
not be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.
The New BBOX Shares to be issued under the Scheme have not been and will not
be registered under the US Securities Act or under the securities laws of any
state or other jurisdiction of the United States and may not be offered, taken
up, sold, resold, delivered, pledged, renounced, distributed or otherwise
transferred, directly or indirectly, in, into or from the United States except
in transactions exempt from, or not subject to, the registration requirements
of the US Securities Act and in compliance with any applicable securities laws
of any state or other jurisdiction of the United States. If BBOX effects the
Acquisition by way of a scheme of arrangement under English law, the New BBOX
Shares to be issued in the Acquisition will be issued in reliance on the
exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) thereof. Warehouse will advise the Court that the Court's
sanctioning of the Scheme will be relied upon by BBOX as an approval of the
scheme of arrangement following a hearing on its fairness to Warehouse
Shareholders, at which hearing all such Warehouse Shareholders are entitled to
attend in person or through counsel to support or oppose the sanctioning of
the Scheme and with respect to which notification has been given to all
Warehouse Shareholders.
None of the securities referred to in this Announcement have been approved or
disapproved by the SEC or any US state securities commission, nor have any
such authorities passed judgment upon the fairness or the merits of the
Acquisition or determined if this Announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the
United States.
US holders of Warehouse Shares also should be aware that the transaction
contemplated herein may have tax consequences for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws, and that such consequences, if any, are not described herein.
US holders of Warehouse Shares are urged to consult with independent
professional advisors regarding the legal, tax and financial consequences of
the Acquisition applicable to them.
It may be difficult for US holders of Warehouse Shares to enforce their rights
and claims arising out of the US federal securities laws since BBOX and
Warehouse are organised in countries other than the United States and some or
all of their officers and directors may be residents of, and some or all of
their assets may be located in, jurisdictions other than the United States. US
holders of Warehouse Shares may have difficulty effecting service of process
within the United States upon those persons or recovering against judgments of
US courts, including judgments based upon the civil liability provisions of
the US federal securities laws. US holders of Warehouse Shares may not be able
to sue a non-US company or its officers or directors in a non-US court for
violations of US securities laws. Further, it may be difficult to compel a
non-US company and its affiliates to subject themselves to a US court's
judgment.
In accordance with normal UK practice and consistent with Rule 14e-5 under the
US Exchange Act, BBOX, certain affiliated companies and the nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, shares in Warehouse outside of the United States,
other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn.
If such purchases or arrangements to purchase were to be made they would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and will comply with applicable law, including to the extent
applicable the US Exchange Act. Any information about such purchases or
arrangements to purchase will be disclosed as required in the United Kingdom,
will be reported to a Regulatory Information Service and will be available on
the London Stock Exchange website at www.londonstockexchange.com. To the
extent that such information is required to be publicly disclosed in the UK in
accordance with applicable regulatory requirements, this information will, as
applicable, also be publicly disclosed in the United States.
Further details in relation to US investors will be contained in the Scheme
Document.
Forward looking statements
This Announcement (including information incorporated by reference into this
Announcement), any oral statements made by BBOX or Warehouse in relation to
the Acquisition and other information published by BBOX or Warehouse may
contain statements about BBOX, Warehouse and/or the Combined Group that are or
may be forward looking statements. All statements other than statements of
historical facts included in this Announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "goals", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects", "hopes",
"continues", "would", "could", "should" or words or terms of similar substance
or the negative thereof, are forward looking statements. Forward looking
statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of BBOX's or Warehouse's or the Combined Group's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and government regulation on BBOX's or Warehouse's
or the Combined Group's business.
These forward looking statements are not based on historical fact and are not
guarantees of future performance. By their nature, such forward looking
statements involve risks and uncertainties that could significantly affect
expected results and/or the operations of BBOX, Warehouse or the Combined
Group and are based on certain assumptions and assessments made by BBOX and
Warehouse in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate.
There are several factors which could cause actual results to differ
materially from those projected, 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 the
satisfaction of or failure to satisfy all or any of the conditions to the
Acquisition, as well as additional factors, such as changes in the global,
political, economic, business, competitive, market and regulatory forces,
fluctuations in exchange and interest rates (including those arising from any
potential credit rating decline), changes in tax rates and future business
acquisitions or disposals, the success of business and operating initiatives
and restructuring objectives and the outcome of any litigation. Such
statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Except as expressly provided in
this Announcement, they have not been reviewed by the auditors of BBOX or
Warehouse. Neither BBOX or Warehouse, nor any of their respective associates
or directors, officers, employees or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this Announcement will actually occur.
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
of this Announcement. All subsequent oral or written forward-looking
statements attributable to BBOX or Warehouse or any of their respective
members, directors, officers, employees or advisers or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. BBOX and Warehouse disclaim any obligation to update any
forward-looking or other statements contained in this Announcement, except as
required by applicable law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or otherwise.
No profit forecasts and estimates
No statement in this Announcement is intended to constitute a profit forecast
or profit estimate (including any statement of estimated synergies) and no
statement in this Announcement should be interpreted to mean that the earnings
or earnings per share or dividend per share for BBOX, Warehouse or the
Combined Group, as appropriate, for the current or future financial periods
would necessarily match or exceed the historical published earnings or
earnings per share or dividend per share for BBOX, Warehouse or the Combined
Group, as appropriate.
Quantified Financial Benefits Statement
The statements in the Quantified Financial Benefits Statement relate to future
actions and circumstances which, by their nature, involve risks, uncertainties
and contingencies. The synergies and/or cost savings referred to may not be
achieved, or may be achieved later or sooner than estimated, or those achieved
could be materially different from those estimated. For the purposes of Rule
28 of the Takeover Code, the Quantified Financial Benefits Statement contained
in this Announcement is the responsibility of BBOX and the BBOX Directors. The
synergies or other quantified estimated financial benefits referred to are
contingent on the Acquisition and could not be achieved independently. The
estimated synergies or other quantified estimated financial benefits referred
to reflect both the beneficial elements and relevant costs.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th Business Day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
Business Day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Right to switch to a Takeover Offer
BBOX reserves the right to elect, with the consent of the Panel, to implement
the Acquisition by way of a Takeover Offer for the entire issued and to be
issued share capital of Warehouse as an alternative to the Scheme. In such an
event, the Takeover Offer will be implemented on the same terms or, if BBOX so
decides, on such other terms being no less favourable (subject to appropriate
amendments), so far as applicable, as those which would apply to the Scheme
and subject to the amendments referred to in paragraph 10 of Part B of
Appendix 1 to this Announcement.
Publication of this Announcement on websites and availability of hard copies
A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free
of charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Warehouse's website at
https://www.warehousereit.co.uk/investors/offer-from-tritax-big-box and BBOX's
website at https://www.tritaxbigbox.co.uk/investors/ by no later than 12.00
p.m. on the Business Day following the date of this Announcement.
In accordance with Rule 30.3 of the Takeover Code, Warehouse Shareholders and
persons with information rights may request a hard copy of this Announcement
by contacting Warehouse's registrars, MUFG Corporate Markets, Corporate
Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom,
or by calling them on +44 (0) 371 664 0300. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
9.00 a.m. and 5.30 p.m. (London time), Monday to Friday (except public
holidays in England and Wales). Please note that MUFG Corporate Markets cannot
provide any financial, legal or tax advice. Calls may be recorded and
monitored for security and training purposes.
For the avoidance of doubt, the contents of the aforementioned websites, and
any websites accessible from hyperlinks on those websites, are not
incorporated into and do not form part of this Announcement.
Information relating to Warehouse Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by Warehouse Shareholders, persons with information
rights and other relevant persons for the receipt of communication from
Warehouse may be provided to BBOX during the Offer Period as required by
Section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of
the Takeover Code.
Rounding
Certain figures included in this Announcement have been subject to rounding
adjustments. Accordingly, figures shown for the same category presented in
different places may vary slightly and figures shown as totals in certain
tables may not be an exact arithmetic aggregation of the figures that precede
them.
Rule 2.9 of the Takeover Code
In accordance with Rule 2.9 of the Takeover Code, BBOX confirms that, as at
the date of this Announcement, it has 2,480,677,459 ordinary shares of 1 penny
each in issue and admitted to trading on the Main Market of the London Stock
Exchange and no shares held in treasury. The International Securities
Identification Number (ISIN) for the ordinary shares is GB00BG49KP99.
Appendix 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
Part A: The Conditions
Long-stop Date
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by not later than 11.59 p.m. on the Long-stop Date.
Conditions of the Scheme
2. The Scheme will be conditional upon:
(a)
(i) its approval by a majority in number representing not less
than 75 per cent. in value of the Scheme Shareholders (or the relevant class
or classes thereof, if applicable) who are on the register of members of
Warehouse at the Scheme Voting Record Time, present and voting (and entitled
to vote), whether in person or by proxy, at the Court Meeting, and at any
separate class meeting which may be required, or, in each case, at any
adjournment of any such meeting; and
(ii) the Court Meeting and any separate class meeting which may
be required or, in each case, any adjournment of any such meeting being held
on or before the 22(nd) day after the expected date of the Court Meeting, to
be set out in the Scheme Document in due course (or such later date (1) as may
be agreed by BBOX and Warehouse; or (2) (in a competitive situation) as may be
specified by BBOX with the consent of the Panel, and in ease case (if so
required), with the approval of the Court);
(b)
(i) the Resolution being duly passed by the requisite majority
at the General Meeting (or at any adjournment of that meeting); and
(ii) the General Meeting (or any adjournment of that meeting)
being held on or before the 22(nd) day after the expected date of the General
Meeting, to be set out in the Scheme Document in due course (or such later
date (1) as may be agreed by BBOX and Warehouse; or (2) (in a competitive
situation) as may be specified by BBOX with the consent of the Panel, and in
each case (if so required), with the approval of the Court );
(c)
(i) the sanction of the Scheme (with or without modification,
but subject to any such modification being on terms acceptable to BBOX and
Warehouse) by the Court and the delivery of a copy of the Court Order to the
Registrar of Companies; and
(ii) the Court Hearing being held on or before the 22(nd) day
after the expected date of the Court Hearing to be set out in the Scheme
Document in due course (or such later date (1) as may be agreed by BBOX and
Warehouse; or (2) (in a competitive situation) as may be specified by BBOX
with the consent of the Panel, and in each case (if so required) with the
approval of the Court).
General Conditions to the Scheme
3. In addition, subject to (i) the terms of Part B of
this Appendix 1 and (ii) the requirements of the Panel in accordance with the
Takeover Code, BBOX and Warehouse have agreed that the Acquisition will be
conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where
permitted, waived prior to the Scheme being sanctioned by the Court:
FCA and London Stock Exchange
(a) the FCA having acknowledged to BBOX or its agent (and such
acknowledgement not having been withdrawn) that the application for the
admission of the New BBOX Shares to the closed-ended investment funds category
of the Official List has been approved and (after satisfaction of any
conditions to which such approval is expressed to be subject ("Listing
Conditions")) admission will become effective as soon as a dealing notice has
been issued by the FCA and any Listing Conditions having been satisfied;
(b) the London Stock Exchange having acknowledged to BBOX or its
agent (and such acknowledgement not having been withdrawn) that the New BBOX
Shares will be admitted to trading on the Main Market;
General regulatory
(c) no Third Party having given notice of a decision to take,
institute or implement any action, proceeding, suit, investigation, enquiry or
reference (and, in each case, not having withdrawn the same), or having
required any action to be taken or otherwise having done anything, or having
enacted, made or proposed any statute, regulation, decision or order, or
change to published practice (and in each case, not having withdrawn the same)
and there not continuing to be outstanding any statute, regulation, decision
or order which in each case would or would reasonably be expected to, in any
case to an extent or in a manner which is or could be material in the context
of the Wider BBOX Group or the Wider Warehouse Group taken as a whole or
material in the context of the Acquisition:
(i) make the Acquisition, its implementation or the
acquisition or the proposed acquisition by BBOX or any member of the Wider
BBOX Group of any shares or other securities (or the equivalent) in, or
control or management of, Warehouse or any member of the Wider Warehouse Group
void, illegal or unenforceable under the laws of any relevant jurisdiction, or
otherwise directly or indirectly materially restrain, prohibit, prevent,
restrict, delay or otherwise materially interfere with the same or impose
additional adverse conditions or obligations or require material amendment to
the terms with respect thereto;
(ii) materially limit or delay the ability of any member of the
Wider BBOX Group to acquire or to hold or to exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or other
securities (or the equivalent) in any member of the Wider Warehouse Group or
the Wider BBOX Group, or to hold or exercise, directly or indirectly, voting
or management control over, any member of the Wider Warehouse Group or any
member of the Wider BBOX Group, as the case may be;
(iii) require, prevent or materially delay any divestiture or
alter the terms envisaged for any proposed divestiture, by any member of the
Wider BBOX Group or by any member of the Wider Warehouse Group of all or any
part of their respective businesses, assets or properties or impose any
limitation on the ability of all or any of them to conduct their respective
businesses (or any part thereof) or to own or control or manage any of their
respective assets or properties (or any part thereof);
(iv) except pursuant to the implementation of the Acquisition or,
if applicable, sections 974 to 991 of the Companies Act, require any member of
the Wider BBOX Group or of the Wider Warehouse Group to acquire, or to offer
to acquire, any shares or other securities (or the equivalent) in or any
interest in any of the assets owned by, any member of the Wider Warehouse
Group or the Wider BBOX Group owned by any third party or to sell, or offer to
sell, any shares or other securities (or their equivalent) or any interest in
any of the assets owned by any member of the Wider BBOX Group or the Wider
Warehouse Group;
(v) limit the ability of any member of the Wider BBOX Group or
any member of the Wider Warehouse Group to conduct, integrate or co-ordinate
its business, or any part of it, with all or any part of the businesses of any
other members of the Wider BBOX Group and/or of the Wider Warehouse Group;
(vi) result in any member of the Wider Warehouse Group or the
Wider BBOX Group ceasing to be able to carry on business under any name under
which it presently does so; or
(vii) otherwise adversely affect any or all of the business, assets,
profits, financial or trading position of any member of the Wider BBOX Group
or of any member of the Wider Warehouse Group,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such antitrust regulator or Third Party could decide
to take, institute or implement any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under any
applicable legislation or regulation of any relevant jurisdiction in respect
of the Acquisition or the acquisition of Warehouse Shares or otherwise
intervene having expired, lapsed or been terminated (as the case may be);
Notifications, waiting periods and Authorisations
(d) all material notifications, filings or applications which
are deemed necessary by BBOX under applicable legislation or regulation of any
relevant jurisdiction having been made, all necessary waiting and other time
periods (including any extensions of such waiting and other time periods)
under any applicable legislation or regulation of any relevant jurisdiction
having expired, lapsed or been terminated (as appropriate) and all statutory
or regulatory obligations in any relevant jurisdiction having been materially
complied with, in each case in connection with the Acquisition or the
acquisition, or proposed acquisition, of any shares or other securities (or
the equivalent) in, or of control of, any member of the Wider Warehouse Group
by any member of the Wider BBOX Group;
(e) all Authorisations which are deemed necessary by BBOX in any
relevant jurisdiction for or in respect of the Acquisition (or its
implementation) or required for the proposed acquisition of any shares or
other securities (or the equivalent) in, or of control or management of,
Warehouse or any other member of the Wider Warehouse Group by any member of
the Wider BBOX Group having been obtained, in terms and in a form satisfactory
to BBOX from all necessary Third Parties or any persons or bodies with whom
any member of the Wider Warehouse Group has entered into contractual
arrangements or other material business relationships and all such
Authorisations together with all Authorisations deemed necessary by BBOX to
carry on the business of any member of the Wider Warehouse Group remaining in
full force and effect and all filings necessary for such purpose having been
made, and there being no notice or other intimation of any intention to
revoke, suspend, restrict, modify or not to renew any of the same at the time
at which the Acquisition becomes otherwise unconditional and all necessary
statutory or regulatory obligations in any jurisdiction having been materially
complied with in each case which is or could be material in the context of the
Combined Group taken as a whole or material in the context of the Acquisition;
Certain matters arising as a result of any arrangement, agreement, etc.
(f) save as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Warehouse Group is a party, or by or to which
any such member or any of its assets is or may be bound, entitled or subject,
or any event or circumstance which, in each case as a consequence of the
Scheme, the Acquisition (or its implementation) or the acquisition or proposed
acquisition by any member of the Wider BBOX Group of any shares or other
securities (or the equivalent) in Warehouse, would or would reasonably be
expected to, result in any of the following (in any case, to an extent which
is material in the context of the Wider Warehouse Group taken as a whole or in
the context of the Acquisition):
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or any grant available to any member of the Wider Warehouse
Group, being or becoming repayable or capable of being declared repayable
immediately or earlier than their or its stated maturity date or repayment
date, or the ability of any such member of the Wider Warehouse Group to borrow
monies or incur any indebtedness being withdrawn or inhibited or becoming
capable of being withdrawn or inhibited;
(ii) the creation, save in the ordinary course of business, or
enforcement of any mortgage, charge or other security interest over the whole
or any material part of the business, property or assets of any member of the
Wider Warehouse Group or any such mortgage, charge, encumbrance or other
security interest (wherever and whenever created, arising or having arisen)
becoming enforceable;
(iii) any material arrangement, agreement, lease, licence,
franchise, permit or other instrument being or likely to become terminated or
any material rights, liabilities, obligations or interests of any member of
the Wider Warehouse Group being adversely modified or adversely affected or
any onerous obligation or liability arising or any adverse action being taken
or arising thereunder;
(iv) any asset or interest of (or any asset the use of which is
enjoyed by) any member of the Wider Warehouse Group being or falling to be
disposed of or charged or ceasing to be available to any member of the Wider
Warehouse Group or any right arising under which any such asset or interest
could be required to be disposed of or charged or could cease to be available
to any member of the Wider Warehouse Group otherwise than in the ordinary
course of business;
(v) any member of the Wider Warehouse Group ceasing to be able to
carry on business under any name under which it presently does so;
(vi) the creation or acceleration of any material liability (actual
or contingent) by any member of the Wider Warehouse Group other than trade
creditors or other liabilities incurred in the ordinary course of business or
in connection with the Acquisition;
(vii) the interests of any member of the Wider Warehouse Group or the
business of any such member with any other person, firm, company or body (or
any arrangement or agreement relating to any such interests or business)
being, or being likely to become terminated, adversely modified or affected;
and
(viii) the value or financial or trading position of any member of the
Wider Warehouse Group being prejudiced or adversely affected,
and, save as Disclosed, no event having occurred which, under any provision of
any arrangement, agreement, lease, license, permit or other instrument to
which any member of the Wider Warehouse Group is a party, or by or to which
any such member or any of its assets may be bound, entitled or subject, would
or would reasonably be expected to result in any of the events or
circumstances which are referred to in sub-paragraphs (i) to (viii) of this
Condition 3(f), in each case, to the extent material in the context of the
Wider Warehouse Group taken as a whole or in the context of the Acquisition;
Certain events occurring since 31 March 2025
(g) save as Disclosed, no member of the Wider Warehouse Group
having since 31 March 2025:
(i) issued or agreed to issue, or authorised or proposed or
announced its intention to authorise or propose the issue of, additional
shares or securities of any class (or the equivalent), or securities
convertible into or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares, securities or the equivalent or
convertible securities;
(ii) purchased, redeemed or repaid or announced its intention to
purchase, redeem or repay any of its own shares or other securities (or their
equivalent) or reduced or, save in respect of matters mentioned in
sub-paragraph (i) above, made any other change to any part of its share
capital;
(iii) save as between Warehouse and wholly-owned subsidiaries and
subsidiary undertakings of Warehouse or between such wholly-owned subsidiaries
and subsidiary undertakings and save for any Warehouse Permitted Dividend,
recommended, declared, paid or made, or agreed to recommend, declare, pay or
make, any bonus issue, dividend or other distribution, whether payable in cash
or otherwise;
(iv) save for intra- Warehouse Group transactions, made,
authorised, proposed or announced an intention to make, propose or authorise
any change in its loan capital other than in the ordinary course of business
and to the extent which is material in the context of the Wider Warehouse
Group taken as a whole;
(v) other than pursuant to the Acquisition and save for
intra-Warehouse Group transactions, merged or demerged with any body
corporate, partnership or business or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade investments)
or authorised or announced any intention to effect, implement, authorise or
propose any reconstruction, amalgamation, scheme, merger, demerger, disposal,
transfer, mortgage, charge or security interest, in any asset or shares or
loan capital in each case, to the extent which is material in the context of
the Wider Warehouse Group taken as a whole;
(vi) other than in the ordinary course of business and save for
intra- Warehouse Group transactions issued, authorised or proposed or
announced its intention to authorise or propose for the issue of, or made any
change in or to the terms of, any debentures or incurred or increased any
indebtedness or become subject to any liability (actual or contingent) to an
extent which is material in the context of the Wider Warehouse Group taken as
a whole;
(vii) entered into, varied or authorised, proposed or announced any
intention to enter into or vary any material agreement, transaction,
arrangement or commitment (whether in respect of capital expenditure or
otherwise) which:
(A) is of a long term, onerous or unusual nature or magnitude or
which is reasonably likely to involve an obligation of such nature or
magnitude (save in the ordinary course of business); or
(B) would, or would reasonably be likely to, materially restrict
the business of any member of the Wider Warehouse Group other than to a nature
and extent which is normal in the context of the business concerned,
and, in either case, which is or would or would reasonably be expected to be
material and adverse in the context of the Wider Warehouse Group taken as a
whole;
(viii) entered into or materially varied the terms of or made an offer
(which remains open for acceptance) to materially vary the terms of any
contract, service agreement, letter of appointment, commitment or arrangement
with any director of any member of the Wider Warehouse Group;
(ix) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it, or petition presented or
order made, in relation to the suspension of payments, a moratorium of any
indebtedness, or for its winding-up, dissolution or reorganisation or for the
appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of all or any of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person in any
jurisdiction or had any such person appointed in each case to the extent which
is material in the context of the Wider Warehouse Group taken as a whole or in
the context of the Acquisition;
(x) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its creditors with
a view to rescheduling, putting a moratorium on, compromising or restructuring
any of its indebtedness, or having stopped or suspended (or threatened to stop
or suspend) payment of its debts generally or ceased or threatened to cease
carrying on all or a substantial part of its business to an extent which is
material in the context of the Wider Warehouse Group taken as a whole;
(xi) other than claims between Warehouse and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, waived, settled or
compromised any claim (otherwise than in the ordinary and usual course of
business) which is material in the context of the Wider Warehouse Group taken
as a whole;
(xii) terminated or varied the terms of any agreement or arrangement
between any member of the Wider Warehouse Group and any other person in a
manner which would or would reasonably be expected to be materially adverse to
the Wider Warehouse Group taken as a whole (other than as directed, required
and/or requested by, or with the agreement of, BBOX) or to be material in the
context of the Acquisition;
(xiii) made any alteration to its articles of association (other than
as required in connection with the Acquisition or the Scheme);
(xiv) proposed, agreed to provide or modified in any material respect
the terms of any incentive scheme, bonus or other benefit relating to the
employment or engagement or termination of employment or engagement
(including, for the avoidance of doubt, pension scheme, retirement benefits
and death benefits) of any current or former director, employee, senior
executive or adviser of the Wider Warehouse Group;
(xv) other than in the ordinary course of business, entered into,
implemented or authorised the entry into, of any joint venture, asset or
profit-sharing arrangement, partnership, composition, assignment,
reconstruction, amalgamation, commitment, scheme or other transaction or
arrangement or merger of business or corporate entities which is material in
the context of the Wider Warehouse Group taken as a whole;
(xvi) except with the consent of BBOX, taken (or agreed or proposed to
take) any action which requires, or would require, the consent of the Panel or
the approval of Warehouse Shareholders at a general meeting of Warehouse in
accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;
(xvii) entered into any contract, agreement, commitment or arrangement or
passed any resolution or made any offer (which remains open for acceptance)
with respect to, or announced, any of the transactions, matters or events
referred to in this Condition (g);
No material adverse change
(h) save as Disclosed, since 31 March 2025 there having been:
(i) no adverse change or no circumstance having arisen which
would reasonably be expected to result in any adverse change in the business,
assets, financial or trading position or profits or prospects or operational
performance of any member of the Wider Warehouse Group which, in any such
case, is or could be material in the context of the Wider Warehouse Group
taken as a whole or in the context of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or instituted by or
against or remaining outstanding against or in respect of any member of the
Wider Warehouse Group or to which any member of the Wider Warehouse Group is
or may become a party (whether as claimant, defendant or otherwise) and (other
than as a result of, or in connection with the Acquisition) no enquiry, review
or investigation by, or complaint or reference to, any Third Party against or
in respect of any member of the Wider Warehouse Group having been announced or
threatened in writing by or against or remaining outstanding in respect of any
member of the Wider Warehouse Group, which in any such case has had or would
reasonably be expected to have a material adverse effect on the Wider
Warehouse Group taken as a whole;
(iii) no contingent or other liability of any member of the Wider
Warehouse Group having arisen or become apparent or materially increased
(other than in the ordinary course of business), which has had, or might
reasonably be expected to have, an adverse effect on the business, assets,
financial or trading position or profits or prospects of any member of the
Wider Warehouse Group which in any case is material in the context of the
Wider Warehouse Group taken as a whole or in the context of the Acquisition;
(iv) no member of the Wider Warehouse Group having conducted its
business in material breach of any applicable laws and regulations which in
any case is material in the context of the Wider Warehouse Group taken as a
whole or material in the context of the Acquisition; and
(v) no steps having been taken and no omissions having been made
which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence or permit or consent held by any
member of the Wider Warehouse Group which is necessary for the proper carrying
on of its business and the withdrawal, cancellation, termination or
modification of which would reasonably be expected to have a material adverse
effect on the Wider Warehouse Group taken as a whole or in the context of the
Acquisition;
No discovery of certain matters
(i) save as Disclosed, BBOX not having discovered that (in
each case to an extent which is material in the context of the Wider Warehouse
Group taken as a whole or material in the context of the Acquisition):
(i) any financial or business or other information concerning
the Wider Warehouse Group as contained in the information publicly announced
or disclosed, whether publicly or otherwise, to any member of the Wider BBOX
Group at any time by or on behalf of any member of the Wider Warehouse Group
is materially misleading, contains a material misrepresentation of fact or
omits to state a fact necessary to make that information not misleading and
which has not been subsequently corrected before the date of this Announcement
by disclosure either publicly or otherwise to BBOX or (on behalf of BBOX) its
professional advisers;
(ii) since 31 March 2025, any member of the Wider Warehouse
Group (or partnership, company or other entity in which any member of the
Wider Warehouse Group has a Significant Interest) is subject to any material
liability (actual or contingent), other than in the ordinary course of
business;
(iii) any past or present member of the Wider Warehouse Group has
not complied in any material respect with applicable legislation, regulations
or common law of any jurisdiction or any notice, order or requirement of any
Third Party or any Authorisations with regard to the use, treatment, handling,
storage, release, disposal, discharge, presence, spillage, leak or emission of
any waste or hazardous or harmful substance or any substance likely to impair
the environment (including property) or harm human or animal health, or
otherwise relating to environmental matters or the health and safety of any
person, or that there has otherwise been any such use, treatment, handling,
storage, release, disposal, discharge, presence, spillage, leak or emission
(whether or not the same constituted a non-compliance by any person with any
legislation, regulations or law and wherever the same may have taken place)
which, in any case, non-compliance would be reasonably likely to give rise to
any material liability including any penalty for non-compliance (whether
actual or contingent) on the part of any member of the Wider Warehouse Group;
or
(iv) there is, or is reasonably likely to be, any obligation or
liability, whether actual or contingent or requirement to make good, repair,
reinstate, remedy or clean up any property or controlled waters now or
previously owned, occupied, operated or made use of or controlled by any past
or present member of the Wider Warehouse Group (or on its behalf) under any
environmental legislation, regulation, common law, notice, circular or order
or Third Party in any jurisdiction;
(j) save as Disclosed, BBOX not having discovered, in each
case to an extent which is material in the context of the Wider Warehouse
Group taken as a whole or which is otherwise material in the context of the
Acquisition, that:
(i) any:
(A) past or present member, director or officer of the Wider
Warehouse Group is or has at any time, in connection with their position in
the Wider Warehouse Group, engaged in any activity, practice or conduct which
would constitute an offence under the Bribery Act 2010, the U.S. Foreign
Corrupt Practices Act of 1977, as amended, or any other applicable
anti-corruption or anti-bribery legislation or regulation; or
(B) any person that performs or has performed services for or on
behalf of the Wider Warehouse Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the
U.S. Foreign Corrupt Practices Act of 1977, as amended, or any other
applicable anti-corruption or anti-bribery legislation or regulation;
(ii) any asset of any member of the Wider Warehouse Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider Warehouse Group is
found to have engaged in activities constituting money laundering;
(iii) any past or present member, director or officer of the Wider
Warehouse Group or any other person for whom any such person may be liable or
responsible is or has engaged in any conduct or business which would violate
any economic sanctions or dealt with, made any investments in, made any funds
or assets available to or received any funds or assets from: (a) any
government, entity or individual in respect of which US, UK or European Union
persons, or persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or making
available funds or economic resources, by applicable US or European Union laws
or regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control or HM Treasury & Customs in the
United Kingdom; or (b) any government, entity or individual targeted by any of
the economic sanctions of the United Nations, the United States, the UK, the
European Union or any of their respective member states;
(iv) any past or present member, director or officer of the Wider
Warehouse Group or any person for whom any such person may be liable or
responsible:
(A) has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;
(B) has engaged in conduct which would violate any relevant
anti-boycott law, rule, or regulation or any applicable export controls,
including but not limited to the Export Administration Regulations
administered and enforced by the U.S. Department of Commerce or the
International Traffic in Arms Regulations administered and enforced by the
U.S. Department of State;
(C) has engaged in conduct which would violate any relevant laws,
rules, or regulations concerning human rights, including but not limited to
any law, rule, or regulation concerning false imprisonment, torture or other
cruel and unusual punishment, or child labour;
(D) is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organisation or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or
(v) any member of the Wider Warehouse Group has been or is
engaged in any transaction which would cause the Wider BBOX Group to be in
breach of any law or regulation upon its acquisition of Warehouse, including
but not limited to the economic sanctions of the United States Office of
Foreign Assets Control or HM Treasury & Customs in the United Kingdom, or
any other relevant government authority.
Part B: Waiver of Conditions and further terms of the Acquisition and the
Scheme
1. Conditions 2(a), 2(b) and 3(a) to 3(j)
(inclusive) of Part A of this Appendix 1 must each be fulfilled or (if capable
of waiver) be waived by no later than 11.59 p.m. (London time) on the date
immediately preceding the date of the Court Hearing (or such later date as
BBOX, Warehouse, the Panel and, if required, the Court may allow), failing
which the Acquisition will lapse, or if the Acquisition is implemented by way
of Takeover Offer, no later than as permitted by the Panel.
2. Notwithstanding the paragraph above and
subject to the requirements of the Panel in accordance with the Takeover Code,
BBOX reserves the right, in its sole discretion, to waive:
(a) any of the deadlines set out in paragraph 2 of Part A
of this Appendix 1 for the timing of the Court Meeting, General Meeting and
the Court Hearing. If any such deadline is not met, BBOX shall make an
announcement by 8.00 a.m. (London time) on the Business Day following such
deadline confirming whether it has invoked or waived the relevant Condition or
agreed with Warehouse to extend the relevant deadline; and
(b) in whole or in part all or any of the Conditions set
out in paragraphs 3(c) to 3(j) inclusive of Part A of this Appendix 1.
3. Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i) and
3(a) to 3(b) (inclusive) may not be waived.
4. The Acquisition will lapse if the Scheme does
not become Effective by no later than 11.59 p.m. (London time) on the
Long-stop Date.
5. If BBOX is required by the Panel to make a
Takeover Offer for Warehouse Shares under the provisions of Rule 9 of the
Takeover Code, BBOX may make such alterations to any of the above Conditions
and terms of the Acquisition as are necessary to comply with the provisions of
that Rule.
6. BBOX will not be under any obligation to
waive (if capable of waiver), to determine to be or remain satisfied or
fulfilled, or to treat as satisfied or fulfilled any of the Conditions by a
date earlier than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions may, at such earlier date,
have been waived or fulfilled and that there are, at such earlier date, no
circumstances indicating that any of such Conditions may not be capable of
satisfaction or fulfilment.
7. The Warehouse Shares will be acquired under
the Scheme, fully paid and free from all liens, equities, charges,
encumbrances, options, rights of pre-emption and any other third party rights
and interests of any nature and together with all rights now or hereafter
attaching or accruing to them, including, without limitation, voting rights
and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid, or any other return of capital
(whether by reduction of share capital or share premium account or otherwise)
made, on or after the date of this Announcement, save for any Warehouse
Permitted Dividend.
8. Subject to the terms of the Scheme, if, on or
after the date of this Announcement and prior to the Acquisition becoming
Effective, any dividend (other than a Warehouse Permitted Dividend),
distribution or other return of value is announced, declared, made, paid or
becomes payable by Warehouse in respect of the Warehouse Shares, BBOX reserves
the right (without prejudice to any right of BBOX to invoke Condition
3(g)(iii) in Part A of this Appendix 1) to reduce the consideration payable by
the amount of any such dividend, distribution or other return of value, in
which case: (a) any reference in this Announcement or in the Scheme Document
to the consideration payable for the Warehouse Shares will be deemed to be a
reference to the consideration payable as so reduced; and (b) the relevant
eligible Warehouse Shareholders will be entitled to receive and retain such
dividend, distribution or return of value. To the extent that any such
dividend, distribution or other return of value announced, declared, made or
paid is: (x) transferred pursuant to the Acquisition on a basis which entitles
BBOX to receive the dividend or distribution and to retain it; or (y)
cancelled, the consideration payable will not be subject to change in
accordance with this paragraph. Any exercise by BBOX of its rights referred to
in this paragraph shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any revision or
variation of the Acquisition.
9. Under Rule 13.5(a) of the Takeover Code, BBOX
may only invoke a Condition so as to cause the Acquisition not to proceed, to
lapse or to be withdrawn with the consent of the Panel. The Panel will
normally only give its consent if the circumstances which give rise to the
right to invoke the Condition are of material significance to BBOX in the
context of the Acquisition. This will be judged by reference to the facts of
each case at the time that the relevant circumstances arise. The conditions
contained in Conditions 1, 2(a), 2(b), 2(c), 3(a) and 3(b) of Part A of this
Appendix 1 (and, if applicable, any Takeover Offer Acceptance Condition (as
defined below) adopted on the basis specified in paragraph 10 of this Part B)
are not subject to this provision of the Takeover Code. Any Condition that is
subject to Rule 13.5(a) may be waived by BBOX.
10. BBOX reserves the right to elect (with the consent
of the Panel) to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme. In such event, the Acquisition will be implemented
on the same terms and conditions (subject to appropriate amendments to reflect
the change in method of effecting the Acquisition, including (without
limitation) an acceptance condition set at 90 per cent. of the issued share
capital of Warehouse (or such lower percentage (being more than 50 per cent.)
of the issued share capital of Warehouse as BBOX may, subject to the rules of
the Takeover Code and with the consent of the Panel, decide) as those which
would apply to the Scheme (the "Takeover Offer Acceptance Condition")).
Further, if sufficient acceptances of such Takeover Offer are received and/or
sufficient Warehouse Shares are otherwise acquired, it is the intention of
BBOX to apply the provisions of Chapter 3 of Part 28 of the Companies Act to
compulsorily acquire any outstanding Warehouse Shares to which such Takeover
Offer relates.
11. In the event that the Acquisition is implemented
by way of a Takeover Offer, the issued share capital of Warehouse acquired
shall be acquired with full title guarantee, fully paid and free from all
liens, equities, charges, encumbrances, options, rights of pre-emption and any
other third party rights and interests of any nature and together with all
rights now or hereafter attaching or accruing to them, save for any Warehouse
Permitted Dividend.
12. The availability of the Acquisition to Warehouse
Shareholders not resident in the United Kingdom may be affected by the laws of
the relevant jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable requirements.
Further details in relation to overseas shareholders will be contained in the
Scheme Document in due course. The New BBOX Shares to be issued under the
Acquisition have not been and will not be registered under the US Securities
Act or under any laws or with any securities regulatory authority of any State
or other jurisdiction of the United States or under any of the relevant
securities laws of any other Restricted Jurisdiction. Accordingly, the New
BBOX Shares may not be offered, sold or delivered, directly or indirectly, in
or into the United States, or any other Restricted Jurisdiction, except
pursuant to exemptions from applicable securities law requirements of any such
jurisdictions, including, without limitation, the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) thereof.
13. The Acquisition is not being made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of,
any Restricted Jurisdiction where to do so would violate the laws of that
jurisdiction.
14. The Acquisition and the Scheme will be governed by
the laws of England and be subject to the jurisdiction of the Court and to the
conditions and further terms set out in this Appendix 1 and the full terms and
conditions to be set out in the Scheme Document to be published in due course.
The Acquisition will be subject to the applicable requirements of the
Financial Conduct Authority, the Takeover Code, the Panel, the UK Listing
Rules and the London Stock Exchange.
15. Fractions of the New BBOX Shares will not be
allotted or issued pursuant to the Acquisition, but entitlements of Scheme
Shareholders will be rounded down to the nearest whole number of New BBOX
Shares and all fractions of New BBOX Shares will be aggregated and sold in the
market as soon as practicable after the Acquisition becomes Effective. The net
proceeds of such sale (after deduction of all expenses and commissions
incurred in connection with the sale) will be distributed in due proportions
to Warehouse Shareholders who would otherwise have been entitled to such
fractions provided that individual entitlements to amounts of less than £5.00
will not be paid to Scheme Shareholders but will be retained for the benefit
of BBOX.
16. Each of the Conditions shall be regarded as a
separate Condition and shall not be limited by reference to any other
Condition.
Appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used:
1. All Closing Share Prices for BBOX Shares and
Warehouse Shares have been derived from the Daily Official List and represent
the Closing Share Price of the relevant shares on the relevant date.
2. Volume weighted average share prices for
Warehouse Shares are sourced or derived from Bloomberg for the relevant time
periods.
3. As at the close of business on the Latest
Practicable Date, there were 2,480,677,459 BBOX Shares in issue and admitted
to trading on the Main Market of the London Stock Exchange under the ISIN code
GB00BG49KP99. BBOX does not hold any shares in treasury.
4. As at the close of business on the Latest
Practicable Date, there were 424,861,650 Warehouse Shares in issue and
admitted to trading on the Main Market of the London Stock Exchange under the
ISIN code GB00BD2NCM38. Warehouse does not hold any shares in treasury.
5. The share capital of the Combined Group
(being 2,660,648,854 BBOX Shares) has been calculated as the sum of: (a) a
total number of 2,480,677,459 BBOX Shares in issue as referred to in paragraph
3 above; and (b) 179,971,395 New BBOX Shares which would be issued under the
terms of the Acquisition (being the number of Warehouse Shares as referred to
in paragraph 4 above multiplied by the exchange ratio of 0.4236 New BBOX
Shares for each Warehouse Share).
6. The market capitalisation of the Combined
Group is calculated: (a) by reference to the Closing Share Price per BBOX
Share of 150.6 pence on the Latest Practicable Date; and (b) on the basis of
the share capital of the Combined Group (being 2,660,648,854 BBOX Shares)
following completion of the Acquisition, referred to in paragraph 5 above.
7. Total accounting return is the growth in NAV
per ordinary share plus the dividends paid per ordinary share, over the
relevant period.
8. The value of £485.2 million attributed to
the issued and to be issued ordinary share capital of Warehouse is based upon
the 424,861,650 Warehouse Shares in issue on the Latest Practicable Date.
9. Property portfolio and valuation information
relating to Warehouse is extracted from the property valuation report provided
by CBRE and set out in Appendix 5 to this Announcement.
10. The financial and portfolio information relating
to BBOX is extracted from the audited results for the full-year ended 31
December 2024, released on 28 February 2025. BBOX's property portfolio
valuations will be published in the Scheme Document in accordance with Rule 29
of the Takeover Code.
11. The financial information relating to Warehouse is
extracted from the audited results for the full-year ended 31 March 2025,
released on 11 June 2025.
12. Combined portfolio statistics have been derived
from figures in the sources referenced above.
13. The Combined Group's pro-forma loan-to-value ratio
of 32 per cent. is calculated based on BBOX's net debt as of 31 December 2024,
adjusted for the cash component of, and one-off costs relating to, the Offer,
plus Warehouse's net debt as of 31 March 2025.
14. Warehouse's audited 31 March 2025 balance sheet is
detailed below, which is the basis of the 31 March 2025 EPRA net tangible
assets and EPRA net tangible assets per share detailed within this
Announcement:
Total Properties 805.4 million
Net Borrowings(1) £(260.6) million
Other Net Assets £5.3 million
IFRS NAV £550.1 million
Exclude: fair value of interest rate derivatives £(6.3) million
EPRA NTA used in per share calculations £543.8 million
Number of shares in issue 424,862,000
EPRA NTA per share (pence) 128.0 pence
(1) Comprising of interest-bearing loans and borrowings (excluding unamortised
loan arrangement fees) of £269.0 million and net cash of £8.4 million.
15. Combined financial pro forma information has been
derived from figures in the sources referenced above.
16. Certain figures in this Announcement have been
subject to rounding adjustments.
Appendix 3
IRREVOCABLE UNDERTAKINGS
Part A: Irrevocable undertakings from the Tilstone Directors in respect of
Warehouse Shares
The following Warehouse Directors, being the Tilstone Directors, have given
irrevocable undertakings in respect of their, and their connected persons',
entire beneficial holdings of Warehouse Shares to vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolution to be proposed at
the General Meeting, amounting in aggregate to 22,527,554 Warehouse Shares,
representing approximately 5.30 per cent. of Warehouse's existing issued
ordinary share capital as at close of business as at the Latest Practicable
Date:
Name Number of Warehouse Shares in respect of which undertaking is given Percentage of Warehouse Shares in issue at the Latest Practicable Date
%
Simon Hope 12,407,247 2.92
Stephen Barrow 10,120,307 2.38
These irrevocable undertakings will cease to be binding if:
1. the Scheme Document is not posted within 28 days of the publication
of this Announcement (or such longer period as may be permitted by the Panel)
or, if BBOX elects to exercise its right to implement the Acquisition by way
of a Takeover Offer, the document by which the Takeover Offer is to be made is
not posted within 28 days of the issue of the announcement of the change in
structure (or such other date for the posting of the Scheme Document or the
document by which the Takeover Offer is to be made (as the case may be) as the
Panel may require);
2. a third party announces in accordance with Rule 2.7 of the Takeover
Code an offer to acquire the entire issued and to be issued share capital of
Warehouse (a "Competing Offer") other than that already owned by such third
party or persons acting in concert with it (by whatever means the same is to
be implemented) at a price of not less than 122.1 pence per Warehouse Share
(being at least 10 per cent. higher than the value per Warehouse Share
represented by the Acquisition), unless within five Business Days of the
Competing Offer being announced, BBOX announces an improvement to the terms of
the Acquisition, such that the terms of the improved Acquisition are, in the
reasonable opinion of Akur and Citi, at least as favourable as the Competing
Offer. Where the Competing Offer or any improved terms of the Acquisition
include any rights to elect to receive different forms of consideration
(including rights to accept underwritten cash alternatives or other collateral
offers), Akur and Citi shall assume that such rights are exercised in such
manner as maximises that value but ignoring the possible impact of any "mix
and match" or similar arrangement under which shareholders in Warehouse can
elect, subject to the elections of other shareholders, to vary the proportion
in which they receive different forms of consideration. Where the
consideration under the Competing Offer comprises listed shares or other
securities, the value of the Competing Offer will be determined according to
the average closing middle market price of the relevant share or security for
the five Business Days before the announcement of the firm intention to make
the Competing Offer;
3. following publication of this Announcement, BBOX announces, with
the consent of the Panel, that it does not intend to proceed with the
Acquisition and no new, revised or replacement acquisition (to which these
undertakings apply) is announced in accordance with Rule 2.7 of the Takeover
Code at the same time;
4. following publication of this Announcement the date on which any
competing offer for the entire issued and to be issued share capital of
Warehouse is declared unconditional or, if implemented by way of a scheme of
arrangement, becomes effective;
5. the Acquisition terminates or lapses in accordance with its terms;
or
6. the Scheme has not become effective, or the Takeover Offer has not
been declared unconditional in all respects, in accordance with the
requirements of the Takeover Code by 6.00 p.m. on the Long-stop Date or such
later time or date as agreed between BBOX and Warehouse with the approval of
the Court and/or the Panel, if required.
Part B: Irrevocable Undertakings from certain principals of the Investment
Adviser in respect of Warehouse Shares
The following Warehouse Shareholders, being certain principals of the
Investment Adviser, have given irrevocable undertakings in respect of their,
and their connected persons', entire beneficial holdings of Warehouse Shares
to vote or procure votes in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the General Meeting, amounting in aggregate to
4,769,889 Warehouse Shares, representing approximately 1.12 per cent. of
Warehouse's existing issued ordinary share capital as at close of business as
at the Latest Practicable Date:
Name Number of Warehouse Shares Percentage of Warehouse Shares in issue at the Latest Practicable Date
%
Andrew Bird 3,820,000 0.90
Paul Makin 776,003 0.18
Peter Greenslade 173,886 0.04
These irrevocable undertakings will cease to be binding if:
1. the Scheme Document is not posted within 28 days of the publication
of this Announcement (or such longer period as may be permitted by the Panel)
or, if BBOX elects to exercise its right to implement the Acquisition by way
of a Takeover Offer, the document by which the Takeover Offer is to be made is
not posted within 28 days of the issue of the announcement of the change in
structure (or such other date for the posting of the Scheme Document or the
document by which the Takeover Offer is to be made (as the case may be) as the
Panel may require);
2. a third party announces in accordance with Rule 2.7 of the Takeover
Code an offer to acquire the entire issued and to be issued share capital of
Warehouse (a "Competing Offer") other than that already owned by such third
party or persons acting in concert with it (by whatever means the same is to
be implemented) at a price of not less than 122.1 pence per Warehouse Share
(being at least 10 per cent. higher than the value per Warehouse Share
represented by the Acquisition), unless within five Business Days of the
Competing Offer being announced, BBOX announces an improvement to the terms of
the Acquisition, such that the terms of the improved Acquisition are, in the
reasonable opinion of Akur and Citi, at least as favourable as the Competing
Offer. Where the Competing Offer or any improved terms of the Acquisition
include any rights to elect to receive different forms of consideration
(including rights to accept underwritten cash alternatives or other collateral
offers), Akur and Citi shall assume that such rights are exercised in such
manner as maximises that value but ignoring the possible impact of any "mix
and match" or similar arrangement under which shareholders in Warehouse can
elect, subject to the elections of other shareholders, to vary the proportion
in which they receive different forms of consideration. Where the
consideration under the Competing Offer comprises listed shares or other
securities, the value of the Competing Offer will be determined according to
the average closing middle market price of the relevant share or security for
the five Business Days before the announcement of the firm intention to make
the Competing Offer;
3. following publication of this Announcement, BBOX announces, with
the consent of the Panel, that it does not intend to proceed with the
Acquisition and no new, revised or replacement acquisition (to which these
undertakings apply) is announced in accordance with Rule 2.7 of the Takeover
Code at the same time;
4. following publication of this Announcement the date on which any
competing offer for the entire issued and to be issued share capital of
Warehouse is declared unconditional or, if implemented by way of a scheme of
arrangement, becomes effective;
5. the Acquisition terminates or lapses in accordance with its terms;
or
6. the Scheme has not become effective, or the Takeover Offer has not
been declared unconditional in all respects, in accordance with the
requirements of the Takeover Code by 6.00 p.m. on the Long-stop Date or such
later time or date as agreed between BBOX and Warehouse with the approval of
the Court and/or the Panel, if required.
Part C: Irrevocable Undertaking from Belinda Strudwick in respect of Warehouse
Shares
Belinda Strudwick has given an irrevocable undertaking in respect of her
entire beneficial holding of Warehouse Shares to vote or procure votes in
favour of the Scheme at the Court Meeting and the Resolution to be proposed at
the General Meeting, amounting in aggregate to 8,209,496 Warehouse Shares,
representing approximately 1.93 per cent. of Warehouse's existing issued
ordinary share capital as at close of business as at the Latest Practicable
Date.
This irrevocable undertaking will cease to be binding if:
1. the Scheme Document is not posted within 28 days of the publication
of this Announcement (or such longer period as may be permitted by the Panel)
or, if BBOX elects to exercise its right to implement the Acquisition by way
of a Takeover Offer, the document by which the Takeover Offer is to be made is
not posted within 28 days of the issue of the announcement of the change in
structure (or such other date for the posting of the Scheme Document or the
document by which the Takeover Offer is to be made (as the case may be) as the
Panel may require);
2. a third party announces in accordance with Rule 2.7 of the Takeover
Code an offer to acquire the entire issued and to be issued share capital of
Warehouse (a "Competing Offer") other than that already owned by such third
party or persons acting in concert with it (by whatever means the same is to
be implemented) at a price of not less than 116.55 pence per Warehouse Share
(being at least 5 per cent. higher than the value per Warehouse Share
represented by the Acquisition), unless within five Business Days of the
Competing Offer being announced, BBOX announces an improvement to the terms of
the Acquisition, such that the terms of the improved Acquisition are, in the
reasonable opinion of Akur and Citi, at least as favourable as the Competing
Offer. Where the Competing Offer or any improved terms of the Acquisition
include any rights to elect to receive different forms of consideration
(including rights to accept underwritten cash alternatives or other collateral
offers), Akur and Citi shall assume that such rights are exercised in such
manner as maximises that value but ignoring the possible impact of any "mix
and match" or similar arrangement under which shareholders in Warehouse can
elect, subject to the elections of other shareholders, to vary the proportion
in which they receive different forms of consideration. Where the
consideration under the Competing Offer comprises listed shares or other
securities, the value of the Competing Offer will be determined according to
the average closing middle market price of the relevant share or security for
the five Business Days before the announcement of the firm intention to make
the Competing Offer;
3. following publication of this Announcement, BBOX announces, with
the consent of the Panel, that it does not intend to proceed with the
Acquisition and no new, revised or replacement acquisition (to which this
undertaking applies) is announced in accordance with Rule 2.7 of the Takeover
Code at the same time;
4. following publication of this Announcement the date on which any
competing offer for the entire issued and to be issued share capital of
Warehouse is declared unconditional or, if implemented by way of a scheme of
arrangement, becomes effective;
5. the Acquisition terminates or lapses in accordance with its terms;
or
6. the Scheme has not become effective, or the Takeover Offer has not
been declared unconditional in all respects, in accordance with the
requirements of the Takeover Code by 6.00 p.m. on the Long-stop Date or such
later time or date as agreed between BBOX and Warehouse with the approval of
the Court and/or the Panel, if required.
APPENDIX 4
QUANTIFIED FINANCIAL BENEFITS STATEMENT
Part A - Quantified Financial Benefits Statement
Paragraph 8 of this Announcement includes statements of estimated cost savings
and synergies expected to arise from the Acquisition (together, the
"Quantified Financial Benefits Statement").
A copy of the Quantified Financial Benefits Statement is set out below:
The BBOX Directors, having reviewed and analysed the potential cost synergies
of the Combined Group, and taking into account the factors they can influence,
believe that the Acquisition can generate annual run-rate pre-tax cash cost
synergies of approximately £5.5 million. The principal sources of quantified
synergies are expected to include:
· Investment management fees: unification of investment management
services under the Tritax Manager, delivering an expected £4.9 million of
cost synergies per annum derived from lower investment management fees
chargeable on the incremental EPRA NTA following the Acquisition; and
· Corporate and administrative costs: de-duplication and
rationalisation of duplicated listing, administration and operational expenses
delivering approximately £0.6 million of cost synergies per annum.
The identified cost savings are contingent on completion of the Acquisition
and would not be achieved independently. The estimated cost synergies referred
to above reflect both the beneficial elements and the relevant costs.
As set out in paragraph 11 of the Announcement, it is intended that the
Investment Management Agreement will be terminated immediately on completion
of the Acquisition. Under the terms of the Warehouse IMA Termination
Agreement, BBOX has agreed that a one-off amount of £12.35 million will be
paid to Tilstone in connection with such termination in lieu of the notice
that would otherwise be contractually due and which includes BBOX's
contribution to TUPE costs arising as a result of the Acquisition. Save for
its impact on EPRA NTA, which underpins the management fee synergy, as a
one-off amount, this has not been factored into the calculation of the
potential cost synergies as set out above.
The BBOX Directors have considered this and other recurring or one-off costs
in connection with realising the expected cost synergies and expect that any
further costs incurred in the realisation of the cost synergies will be
immaterial. It is expected that the realisation of the potential quantified
synergies will be achieved in the first twelve months following completion of
the Acquisition. Aside from the one-off integration costs, no material
dis-synergies are expected in connection with the Acquisition.
Further information on the bases of belief supporting the Quantified Financial
Benefits Statement, including the principal assumptions and sources of
information, is set out below.
These statements of estimated cost savings and identified synergies relate to
future actions and circumstances which, by their nature, involve risks,
uncertainties and contingencies. As a result, the estimated cost savings and
identified synergies referred to may not be achieved, may be achieved later or
sooner than estimated, or those achieved could be materially different from
those estimated. For the purposes of Rule 28 of the Takeover Code, the
statements of estimated cost savings and synergies contained in this
Announcement are solely the responsibility of BBOX and the BBOX Directors.
These statements are not intended as a profit forecast and should not be
interpreted as such.
Bases of Belief
Following initial discussion regarding the Acquisition, senior BBOX personnel
have worked to identify, challenge, and quantify potential synergies as well
as the potential costs to achieve and timing of such synergies. The assessment
and quantification of potential synergies have been informed by BBOX's
management's industry expertise and knowledge.
In preparing the Quantified Financial Benefits Statement, Warehouse has shared
certain operational and financial information to facilitate a detailed
analysis in support of evaluating the potential synergies available from the
creation of the Combined Group. The BBOX team has performed a bottom-up
analysis of the costs included in the Warehouse financial information and has
sought to include in the synergy analysis those costs which it believes will
be either reduced or eliminated as part of the Combined Group.
The investment management fee savings are based on applying the BBOX
management fee bands and assumptions regarding the Combined Group's EPRA NTA
(based on BBOX's EPRA NTA as at 31 December 2024 and Warehouse's EPRA NTA as
at 31 March 2025), being the basis on which the BBOX management fee is
calculated, compared to the aggregate of the management fees incurred by BBOX
for the year ended 31 December 2024 and Warehouse for the year ended 31 March
2025, which are calculated on different bases.
Management's estimate of one-off costs assumes the payment of £12.35 million
pursuant to the terms of the Warehouse IMA Termination Agreement which
includes BBOX's contribution to TUPE costs arising as a result of the
Acquisition.
The cost bases used as the basis for the quantified financial benefits
exercise are the BBOX full year expenses for the financial year ended 31
December 2024 and the Warehouse full year expenses for the year ended 31 March
2025.
The BBOX Directors have, in addition, made the following assumptions:
· Estimated transaction costs associated with the Acquisition,
including the fee payable under the Warehouse IMA Termination Agreement
(including BBOX's contribution to TUPE costs) and stamp duty, are deducted
from the EPRA NTA used for the calculation of the Combined Group's investment
management fee;
· BBOX retains its status as a UK REIT;
· There will be no material impact on the underlying operations of
the Combined Group or its ability to continue to conduct its business;
· There will be no material change to the make-up of the Combined
Group's portfolio for the purposes of this analysis;
· There will be no material change to macroeconomic, political,
regulatory or legal conditions in the markets or regions in which BBOX or
Warehouse operate that will materially impact on the implementation or costs
to achieve the proposed cost savings; and
· There will be no change in tax, legislation or tax rates or other
legislation in the UK that could materially impact the ability to achieve any
benefits.
Reports
As required by Rule 28.1(a) of the Takeover Code, BDO, as reporting accountant
to BBOX, have provided a report stating that, in their opinion, the Quantified
Financial Benefits Statement has been properly compiled on the basis stated.
In addition, Citi, as lead financial adviser to BBOX, has provided a report
stating that, in its view, the Quantified Financial Benefits Statement has
been prepared with due care and consideration. Copies of these reports are
included at Parts B and C of this Appendix 4. Each of BDO and Citi has given
and not withdrawn its consent to the inclusion of its report in this
Announcement in the form and context in which it is included pursuant to Rule
23.2 of the Takeover Code.
Notes
These statements are not intended as a profit forecast and should not be
interpreted as such. These statements of estimated cost savings and synergies
relate to future actions and circumstances which, by their nature, involve
risks, uncertainties and contingencies. As a result, the cost savings and
synergies referred to may not be achieved, or may be achieved later or sooner
than estimated, or those achieved could be materially different from those
estimated. Neither the Quantified Financial Benefits Statement nor any other
statement in this Announcement should be construed as a profit forecast or
interpreted to mean that the Combined Group's earnings in the first full year
following implementation of the Acquisition, or in any subsequent period,
would necessarily match or be greater than or be less than those of BBOX or
Warehouse for the relevant preceding financial period or any other period. Due
to the scale of the Combined Group, there may be additional changes to the
Combined Group's operations. As a result, and given the fact that the changes
relate to the future, the resulting cost savings may be materially greater or
less than those estimated.
Part B - Report from BDO
BDO LLP
55 Baker Street
London
W1U 7EU
The Directors 25 June 2025
Tritax Big Box REIT plc
72 Broadwick Street
London
W1F 9QZ
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London
E14 5LB
Dear Sir or Madam
Tritax Big Box REIT plc (the "Company")
Proposed acquisition of Warehouse REIT plc (the "Target")
We report on the quantified financial benefits statement (the "Statement") by
the directors of the Company (the "Directors") included in Part A of Appendix
4 of the Rule 2.7 announcement dated 25 June 2025 (the "Announcement") to the
effect that:
"The BBOX Directors, having reviewed and analysed the potential cost synergies
of the Combined Group, and taking into account the factors they can influence,
believe that the Acquisition can generate annual run-rate pre-tax cash cost
synergies of approximately £5.5 million. The principal sources of quantified
synergies are expected to include:
· Investment management fees: unification of investment management
services under the Tritax Manager, delivering an expected £4.9 million of
cost synergies per annum derived from lower investment management fees
chargeable on the incremental EPRA NTA following the Acquisition; and
· Corporate and administrative costs: de-duplication and
rationalisation of duplicated listing, administration and operational expenses
delivering approximately £0.6 million of cost synergies per annum.
The identified cost savings are contingent on completion of the Acquisition
and would not be achieved independently. The estimated cost synergies referred
to above reflect both the beneficial elements and the relevant costs.
As set out in paragraph 11 of the Announcement, it is intended that the
Investment Management Agreement will be terminated immediately on completion
of the Acquisition. Under the terms of the Warehouse IMA Termination
Agreement, BBOX has agreed that a one-off amount of £12.35 million will be
paid to Tilstone in connection with such termination in lieu of the notice
that would otherwise be contractually due and which includes BBOX's
contribution to TUPE costs arising as a result of the Acquisition. Save for
its impact on EPRA NTA, which underpins the management fee synergy, as a
one-off amount, this has not been factored into the calculation of the
potential cost synergies as set out above.
The BBOX Directors have considered this and other recurring or one-off costs
in connection with realising the expected cost synergies and expect that any
further costs incurred in the realisation of the cost synergies will be
immaterial. It is expected that the realisation of the potential quantified
synergies will be achieved in the first twelve months following completion of
the Acquisition. Aside from the one-off integration costs, no material
dis-synergies are expected in connection with the Acquisition."
Opinion
In our opinion, the Statement has been properly compiled on the basis
stated.
The Statement has been made in the context of the disclosures in Part A of
Appendix 4 of the Announcement setting out the basis of the Directors' belief
(including the principal assumptions and sources of information supporting the
Statement and their analysis and explanation of the underlying constituent
elements).
This report is required by Rule 28.1(a) of the City Code on Takeovers and
Mergers (the "Takeover Code") and is given for the purpose of complying with
that requirement and for no other purpose.
Responsibility
It is the responsibility of the Directors to prepare the Statement in
accordance with the requirements of Rule 28 of the Takeover Code.
It is our responsibility to form our opinion, as required by Rule 28.1(a) of
the Takeover Code, as to whether the Statement has been properly compiled on
the basis stated and to report that opinion to you.
Save for any responsibility which we may have to those persons to whom this
report is expressly addressed, to the fullest extent permitted by law we do
not assume any responsibility and will not accept any liability to any other
person for any loss suffered by any such other person as a result of, arising
out of, or in connection with this report or our statement, required by and
given solely for the purposes of complying with Rule 23.2 of the Takeover
Code, consenting to its inclusion in the Announcement.
Basis of preparation
The Statement has been prepared on the basis stated in Part A of Appendix 4 of
the Announcement.
Basis of opinion
We conducted our work in accordance with the Standards for Investment
Reporting issued by the Financial Reporting Council ("FRC") in the United
Kingdom. We are independent in accordance with the FRC's Ethical Standard as
applied to Investment Circular Reporting Engagements, and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
We have discussed the Statement, together with the basis of the Directors'
belief, with the Directors and Citigroup Global Markets Limited. Our work
did not involve any independent examination of any of the financial or other
information underlying the Statement.
We planned and performed our work so as to obtain the information and
explanations we considered necessary in order to provide us with reasonable
assurance that the Statement has been properly compiled on the basis stated.
Our work has not been carried out in accordance with auditing or other
standards and practices generally accepted in the United States of America or
other jurisdictions outside the United Kingdom and accordingly should not be
relied upon as if it had been carried out in accordance with those standards
and practices.
We do not express any opinion as to the achievability of the benefits
identified by the Directors in the Statement.
Since the Statement and the assumptions on which it is based relate to the
future and may therefore be affected by unforeseen events, we express no
opinion as to whether the actual benefits achieved will correspond to those
anticipated in the Statement and the differences may be material.
Yours faithfully
BDO LLP
Chartered Accountants
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127)
Part C - Report from Citi
The Directors
Tritax Big Box REIT plc
72 Broadwick Street
London
United Kingdom
W1F 9QZ
25 June 2025
Dear Sirs,
Offer for Warehouse REIT plc
We refer to the statement regarding the quantified financial benefits (the
"Statement") made by Tritax Big Box REIT plc ("BBOX") set out in section 8 of
the Rule 2.7 announcement dated 25 June 2025, and the bases of preparation
thereof set out in section and the notes thereto for which the Directors of
BBOX are solely responsible under Rule 28 of the City Code on Takeovers and
Mergers (the "Code").
We have discussed the Statement, together with the relevant bases of belief
(including the assumptions and sources of information summarised in Appendix 4
to the statement), with the Directors of BBOX and those officers and employees
of BBOX and its subsidiaries who developed the underlying plans, as well as
with BDO. The Statement is subject to uncertainty as described in Appendix 4
to the Statement and our work did not involve any independent examination of
any of the financial or other information underlying the Statement.
We have relied upon the accuracy and completeness of all the financial and
other information provided to us by, or on behalf of, BBOX, or otherwise
discussed with or reviewed by us, and we have assumed such accuracy and
completeness for the purposes of providing this letter.
We do not express any opinion as to the achievability of the quantified
financial benefits identified by BBOX.
In giving the confirmation set out in this letter, we have reviewed the work
carried out by BDO and have discussed with them the conclusions stated in
their letter dated 25 June 2025 and set out in Appendix 4 of the Rule 2.7
announcement.
This letter is provided to you solely in connection with Rule 28.1(a)(ii) of
the Code, and for no other purpose. We accept no responsibility to Warehouse
REIT or its or BBOX's shareholders or any other person, other than the
Directors of BBOX, in respect of, arising out of, or in connection with, this
letter; no person other than the Directors of BBOX can rely on the contents of
this letter, and to the fullest extent permitted by law, we exclude all
liability (whether in contract, tort or otherwise) to any other person, in
respect of this letter, its content or the work undertaken in connection
with this letter or any of the results that can be derived from this letter or
any written or oral information provided in connection with this letter, and
any such liability is expressly disclaimed except to the extent that such
liability cannot be excluded by law.
On the basis of the foregoing we consider the Statement, for which BBOX is
solely responsible, has been made with due care and consideration in the form
and context in which it is made.
Yours faithfully,
Citigroup Global Markets Limited
Appendix 5
Valuation report
In respect of:
Portfolio of 78 properties held by Warehouse REIT Plc
On behalf of:
The Addressees as set out below
Date of valuation:
31 March 2025
Contents
01 Valuation Report
Introduction
Source of Information and Scope of Works
Valuation Assumptions
02 Schedules
Schedule A: Schedule of Properties as at 31 March 2025
Schedule B: Market Value of the Properties as at 31 March 2025 split by
Property Type
Schedule C: Market Value of the Properties as at 31 March 2025 split by
Property Location (100%)
Schedule D: Market Value of the Properties in the course of development
Valuation Report
Introduction
Report Date 25 June 2025
Valuation Date 31 March 2025
Addressee Warehouse REIT Plc
19(th) Floor 51 Lime Street
London
EC3M 7DQ
(hereinafter referred to as the "Company")
and
Peel Hunt LLP (acting as joint financial adviser and Rule 3 adviser to the
Company)
7th Floor, 100 Liverpool Street
London
EC2M 2AT
("Peel Hunt")
and
Jefferies International Limited (acting as joint financial adviser and Rule 3
adviser to the Company)
100 Bishopsgate
London
EC2N 4JL
("Jefferies")
(and all the above collectively referred to as "the Addressees")
The Properties 78 properties held by Warehouse REIT Plc, as set out in the Schedule of
Properties below in Schedule A.
Instruction Valuation of the Company's Portfolio as at 31 March 2025.
The Valuation services are provided in connection with the Warehouse REIT
Portfolio (Proposed Recommended Offer by Bidco for the Company) and in
accordance with Terms of Engagement entered into between CBRE and the
Addressees dated 28 May 2025.
Status of Valuer You have instructed us to act as an External valuer as defined in the current
version of the RICS Valuation - Global Standards.
Please note that the Valuation may be investigated by the RICS for the
purposes of the administration of the Institution's conduct and disciplinary
regulations in order to ensure compliance with the Valuation Standards.
Purpose and Basis of Valuation You have requested us to carry out valuations for the purposes of inclusion in
the Offer Documents, subject to our consent as set out below.
The valuations will be on the basis of Market Value as defined in the current
edition of the RICS Valuation - Global Standards and in the VSTOB attached to
this letter.
The valuations will be prepared in accordance with the International
Valuations Standards and in accordance with the following.
(a) The Announcement: Rule 29 of the Code; and
(b) The Scheme Document (including any supplementary scheme document):
Rule 29 of the Code.
In addition to any required confirmations pursuant to Rule 29 of the Code, we
will include the following confirmations in the Valuation Report for the
Announcement and Scheme Document (and any supplemental Offer Document required
under the Code):
(a) we confirm that the valuations and the Valuation Report have been prepared
in accordance with the requirements of Rule 29 of the Code; and
(b) the Properties have been valued by valuers who are appropriately and
professionally qualified, suitably experienced, independent and have the
appropriate competence to carry out the valuation in accordance with the
requirements of the Red Book and Rule 29 of the Code.
Market Value of the Properties as at 31 March 2025 (100%) £805,400,000 (EIGHT HUNDRED AND FIVE MILLION FOUR HUNDRED THOUSAND POUNDS)
exclusive of VAT.
For the avoidance of doubt, we have valued the Properties as real estate and
the values reported above represent 100% of the market values of the assets.
There are no negative values to report.
Our opinion of Market Value is based upon the Scope of Work and Valuation
Assumptions attached, and has been primarily derived using comparable recent
market transactions on arm's length terms.
The Properties are split by property type and tenure as follows.
Market Value of Properties held for Investment £544,265,000 £198,635,000 £742,900,000
(55 properties) (20 properties) (75 properties)
Market Value of Properties held for Development £62,500,000 £0 £62,500,000
(3 properties) (0 properties) (3 properties)
Report Format Schedule A of this Valuation Report contains the Schedule of Properties
including the most recent inspection dates.
Schedule B provides a split of the value of the Properties by use type.
Schedule C provides a split of the value of the Properties by location.
Schedule D provides a summary of the market value of the properties currently
subject to a development.
Market Conditions Heightened geopolitical tensions, international trade restrictions following
on from the US Government trade tariffs announcement on 2 April 2025 (which
could be inflationary) and restricted growth in many economies has increased
the potential for constrained credit markets and general uncertainty across
global markets.
Experience has shown that consumer and investor behaviour can quickly change
during fluctuating market conditions. It is important to note that the
conclusions set out in this report are valid as at the valuation date only.
Where appropriate, we recommend that the valuation is closely monitored, as we
continue to track how markets respond to the current environment.
Portfolios and Aggregation We have valued the Properties individually and no account has been taken of
any discount or premium that may be negotiated in the market if all or part of
the portfolio was to be marketed simultaneously, either in lots or as a whole.
Valuation Approach for Properties subject to Development In the case of development valuations, we would draw your attention to the
fact that, even in normal market conditions, the residual method of valuation
is very sensitive to changes in key inputs, with small changes in variables
(such as the timing of the development, finance/construction costs and sales
rates) having a disproportionate effect on land value.
Consequently, in reference to the Market Conditions section above it is
inevitable that there is even greater uncertainty, with site values being
susceptible to much more variance than normal.
Building Contracts Current supply issues associated with some building material shortages are
impacting on construction costs and timing.
Unexecuted construction / building contracts may be subject to price increases
and executed contracts may contain conditions which allow the builder to pass
on any increases to the instructing party.
We recommend you obtain appropriate advice to confirm there are no adverse
conditions within the final construction/building contract and/or ensure there
are additional funds available to cover potential cost escalations.
Rising building costs and shortages of labour and materials may also affect
the builder`s viability and/or ability to meet construction timeframes. In
this climate, we strongly recommend you verify the experience and financial
capability of the builder to complete the project on time and on budget.
Caution is advised in this regard.
In the absence of any information to the contrary, we have assumed that the
construction contract and any warranties will be assignable.
Construction Cost Volatility Material costs, labour costs and supply chains are unusually volatile with the
market experiencing price increases in some, or all of these areas during 2022
and continuing into 2023. This has created significant uncertainty in cost
estimates, which is likely to continue. In addition, there are significant
risks that delays may be encountered in sourcing materials and labour, and as
such, delivery risks are also heightened in this climate.
Furthermore, the likelihood of ongoing cost escalations and sourcing delays is
high. This may place additional pressure on both the developer's and builder's
profit margins and development viability.
These inherent risks should therefore be given careful consideration in
lending and investment decisions. Caution is advised in this regard.
Building Safety Levy On 23 January 2024, the government issued its initial response to the Building
Safety Levy (BSL) consultation.
The intention of the BSL is to impose a levy on a wide range of residential
developments including 'for sale' housing, new BTR properties (inc.
conversions to resi), purpose-built student accommodation, and private
retirement.
There will be exemptions - including affordable housing and smaller
developments - and the government intends to "set a differential geographic
levy rate at a local authority level", and "brownfield sites will be charged
at a rate that is 50% of the greenfield rate". Currently any developments with
fewer than 10 units would also be exempt from the levy.
A second consultation ran until 20 February 2024 to further clarify details,
however, responses are still being reviewed and there has been no formal
consultation response. A degree of uncertainty therefore exists in terms of
what market impact this provision might have. Once this has been finalised, it
will be taken to Parliament as a secondary legislation. For clarity, our
valuation makes no specific allowance for a BSL.
Compliance with Valuation Standards The Valuation has been prepared in accordance with the latest version of the
RICS Valuation - Global Standards (incorporating the International Valuation
Standards) and the UK national supplement (the "Red Book") current as the
Valuation Date.
The
valuat
ions
are
compli
ant
with
the
Intern
ationa
l
Valuat
ion
Standa
rds
and
Rule
29 of
the
City
Code
on
Takeov
ers
and
Merger
s
("the
Code")
.
The
Proper
ties
have
been
valued
by a
valuer
who is
qualif
ied
for
the
purpos
e
of the
Valuat
ion in
accord
ance
with
the
Red
Book
and
Rule
29.3(a
)(ii)
and
(iii)
of the
Code.
We
confir
m that
we
have
suffic
ient
local
and
nation
al
knowle
dge of
the
partic
ular
proper
ty
market
involv
ed and
have
the
skills
and
unders
tandin
g to
undert
ake
the
Valuat
ion
compet
ently.
Where
the
knowle
dge
and
skill
requir
ements
of the
Red
Book
have
been
met in
aggreg
ate by
more
than
one
valuer
within
CBRE,
we
confir
m that
a list
of
those
valuer
s has
been
retain
ed
within
the
workin
g
papers
,
togeth
er
with
confir
mation
that
each
named
valuer
compli
es
with
the
requir
ements
of the
Red
Book.
This
Valuat
ion is
a
profes
sional
opinio
n and
is
expres
sly
not
intend
ed to
serve
as a
warran
ty,
assura
nce or
guaran
tee of
any
partic
ular
value
of the
subjec
t
Proper
ties.
Other
valuer
s may
reach
differ
ent
conclu
sions
as to
the
value
of the
subjec
t
Proper
ties.
This
Valuat
ion is
for
the
sole
purpos
e of
provid
ing
the
intend
ed
user
with
the
valuer
's
indepe
ndent
profes
sional
opinio
n
of the
value
of the
subjec
t
Proper
ties
as at
the
Valuat
ion
Date.
Sustainability Considerations For the purposes of this report, we have made enquiries to ascertain any
sustainability factors which are likely to impact on value, consistent with
the scope of our terms of engagement.
Sustainability encompasses a wide range of physical, social, environmental,
and economic factors that can affect the value of an asset, even if not
explicitly recognised. This includes key environmental risks, such as
flooding, energy efficiency and climate, as well as design, legislation and
management considerations - and current and historic land use.
CBRE are currently gathering and analysing data around the four key areas we
feel have the most potential to impact on the value of an asset:
- Energy Performance
- Green Certification
- Sources of Fuel and Renewable Energy Sources
- Physical Risk/Climate Risk
Where we recognise the value impacts of sustainability, we are reflecting our
understanding of how market participants include sustainability factors in
their decisions and the consequential impact on market valuations.
Climate Risk Legislation The UK Government is currently producing legislation which enforces the
transition to net zero by 2050, and the stated 78% reduction of greenhouse
gases by 2035 (based on a 1990 baseline).
We understand this to include an update to the Minimum Energy Efficiency
Standards, stated to:
- Increase the minimum requirements for non-domestic properties from an
E (since 2018) to a B in 2030; and,
- Require a minimum EPC of C for privately rented residential properties
from 2028.
The government also intends to introduce an operational rating. It is not yet
clear how this will be legislated, but fossil fuels used in building, such as
natural gas for heating, are incompatible with the UK's commitment to be Net
Zero Carbon by 2050.
This upcoming legislation could have a potential impact to future asset value.
We also note that the UK's introduction of mandatory climate related
disclosures (reporting climate risks and opportunities consistent with
recommendations by the "Task Force for Climate Related Financial Disclosure"
(TCFD)), including the assessment of so-called physical and transition climate
risks, will potentially have an impact on how the market views such risks and
incorporates them into the sale of letting of assets.
The European Union's "Sustainable Finance Disclosure Regulations" (SFDR) may
impact on UK asset values due to the requirements in reporting to European
investors.
Assumptions The Properties details on which each Valuation are based are as set out in
this report. We have made various assumptions as to tenure, letting, taxation,
town planning, and the condition and repair of buildings and sites - including
ground and groundwater contamination - as set out below.
If any of the information or assumptions on which the Valuation is based are
subsequently found to be incorrect, the Valuation figures may also be
incorrect and should be reconsidered.
Variations and/or Departures from Standard Assumptions None
Independence The total fees, including the fee for this assignment, earned by CBRE Ltd (or
other companies forming part of the same group of companies within the UK)
from Warehouse REIT Plc (or other companies forming part of the same group of
companies) is less than 5.0% of the total UK revenues.
It is not anticipated this situation will vary in the financial year to 31
December 2025.
We confirm that neither the valuers concerned nor CBRE have any personal
interest in Warehouse REIT Plc, any of the Properties or in the outcome of the
valuation.
Previous Involvement and Conflicts of Interest We confirm that we have valued the Portfolio on behalf of the Company on a
six-monthly basis for financial reporting purposes since 31 March 2018, the
most recent valuation being 31 March 2025.
From time to time CBRE provides agency or professional services to the
Company.
We also confirm that CBRE has completed loan security valuations of the
portfolio and for individual assets upon acquisition since 2018 with the
latest instruction as at 31 March 2025.
We do not consider that this previous involvement represents a conflict of
interest and you have confirmed the same.
We confirm that neither the valuers named above, nor CBRE have any personal
interest in the Company, any of the Properties or the outcome of the
valuation.
Copies of our conflict-of-interest checks have been retained within the
working papers.
Disclosure The principal signatory of this report has continuously been the signatory of
valuations for Warehouse REIT since 31 March 2018.
CBRE has continuously been carrying out Valuation instructions for Warehouse
REIT for 7 years.
CBRE has carried out Valuation, Agency and Professional services on behalf of
Warehouse REIT for in excess of 7 years.
Responsibility We are responsible for this Valuation Report and accept responsibility for the
information contained in this Valuation Report and confirm that to the best of
our knowledge (having taken all reasonable care to ensure that such is the
case) the information contained in this Valuation Report is in accordance with
the facts and this Valuation Report makes no omissions likely to affect its
import.
Save for any responsibility arising under the Code to any person as and to the
extent there provided, to the fullest extent permitted by law we do not assume
any responsibility and will not accept any liability to any other person for
any loss suffered by any such other person as a result of, arising out of, or
in accordance with this Valuation Report or our statement above.
Reliance Save as set out in "Responsibility" above, the contents of this Report may
only be relied upon by:
i) Addressees of the Report; and
ii) Parties who have received prior written consent from
CBRE in the form of a reliance letter; and
iii) The shareholders of Warehouse REIT;
for the specific purpose set out herein and no responsibility is accepted to
any third party for the whole or any part of its contents.
No reliance may be placed upon the contents of this Valuation Report by any
party for any purpose other than in connection with the Purpose of Valuation.
For the avoidance of doubt, the Valuation Report is for the use only of the
Addressees for the specific purpose set out above and, save as set out
immediately below, no responsibility will be accepted to any third party for
the whole or any part of its contents - unless, upon request from you, we have
issued a reliance letter that has been countersigned and returned by the
recipient.
Responsibility for the Valuation Report will be accepted to the extent
required by English law, the Code and specified within our Valuation Report.
We will accordingly include the following confirmations in our Valuation
Report as appropriate:
Valuation Report for the Announcement and Scheme Document (as applicable):
"We are responsible for this Valuation Report and accept responsibility for
the information contained in this Valuation Report and confirm that to the
best of our knowledge (having taken all reasonable care to ensure that such is
the case) the information contained in this Valuation Report is in accordance
with the facts and this Valuation Report makes no omissions likely to affect
its import.
Save for any responsibility arising under the Takeover Code to any person as
and to the extent there provided, to the fullest extent permitted by law we do
not assume any responsibility and will not accept any liability to any other
person for any loss suffered by any such other person as a result of, arising
out of, or in accordance with this Valuation Report or our statement above
Publication Neither the whole nor any part of our report nor any references to it may be
included in any published document, circular or statement nor published in any
way without our prior written approval. Any such approved publication of, or
reference to the report will not be permitted unless it contains a sufficient
contemporaneous reference to any departure from the Red Book or the
incorporation of any special assumptions referred to above (if applicable).
Yours faithfully Yours faithfully
Nick Knight
Tim Henman
BSc (Hons) MRICS MRICS
Executive Director Senior Director
RICS Registered Valuer RICS Registered Valuer
For and on behalf of CBRE Limited For and on behalf of CBRE Limited
+44 7985 876840 +44 7779 577056
Nick.Knight@cbre.com Tim.Henmanl@cbre.com
Report Format
Schedule A of this Valuation Report contains the Schedule of Properties
including the most recent inspection dates.
Schedule B provides a split of the value of the Properties by use type.
Schedule C provides a split of the value of the Properties by location.
Schedule D provides a summary of the market value of the properties currently
subject to a development.
Market Conditions
Heightened geopolitical tensions, international trade restrictions following
on from the US Government trade tariffs announcement on 2 April 2025 (which
could be inflationary) and restricted growth in many economies has increased
the potential for constrained credit markets and general uncertainty across
global markets.
Experience has shown that consumer and investor behaviour can quickly change
during fluctuating market conditions. It is important to note that the
conclusions set out in this report are valid as at the valuation date only.
Where appropriate, we recommend that the valuation is closely monitored, as we
continue to track how markets respond to the current environment.
Portfolios and Aggregation
We have valued the Properties individually and no account has been taken of
any discount or premium that may be negotiated in the market if all or part of
the portfolio was to be marketed simultaneously, either in lots or as a whole.
Valuation Approach for Properties subject to Development
In the case of development valuations, we would draw your attention to the
fact that, even in normal market conditions, the residual method of valuation
is very sensitive to changes in key inputs, with small changes in variables
(such as the timing of the development, finance/construction costs and sales
rates) having a disproportionate effect on land value.
Consequently, in reference to the Market Conditions section above it is
inevitable that there is even greater uncertainty, with site values being
susceptible to much more variance than normal.
Building Contracts
Current supply issues associated with some building material shortages are
impacting on construction costs and timing.
Unexecuted construction / building contracts may be subject to price increases
and executed contracts may contain conditions which allow the builder to pass
on any increases to the instructing party.
We recommend you obtain appropriate advice to confirm there are no adverse
conditions within the final construction/building contract and/or ensure there
are additional funds available to cover potential cost escalations.
Rising building costs and shortages of labour and materials may also affect
the builder`s viability and/or ability to meet construction timeframes. In
this climate, we strongly recommend you verify the experience and financial
capability of the builder to complete the project on time and on budget.
Caution is advised in this regard.
In the absence of any information to the contrary, we have assumed that the
construction contract and any warranties will be assignable.
Construction Cost Volatility
Material costs, labour costs and supply chains are unusually volatile with the
market experiencing price increases in some, or all of these areas during 2022
and continuing into 2023. This has created significant uncertainty in cost
estimates, which is likely to continue. In addition, there are significant
risks that delays may be encountered in sourcing materials and labour, and as
such, delivery risks are also heightened in this climate.
Furthermore, the likelihood of ongoing cost escalations and sourcing delays is
high. This may place additional pressure on both the developer's and builder's
profit margins and development viability.
These inherent risks should therefore be given careful consideration in
lending and investment decisions. Caution is advised in this regard.
Building Safety Levy
On 23 January 2024, the government issued its initial response to the Building
Safety Levy (BSL) consultation.
The intention of the BSL is to impose a levy on a wide range of residential
developments including 'for sale' housing, new BTR properties (inc.
conversions to resi), purpose-built student accommodation, and private
retirement.
There will be exemptions - including affordable housing and smaller
developments - and the government intends to "set a differential geographic
levy rate at a local authority level", and "brownfield sites will be charged
at a rate that is 50% of the greenfield rate". Currently any developments with
fewer than 10 units would also be exempt from the levy.
A second consultation ran until 20 February 2024 to further clarify details,
however, responses are still being reviewed and there has been no formal
consultation response. A degree of uncertainty therefore exists in terms of
what market impact this provision might have. Once this has been finalised, it
will be taken to Parliament as a secondary legislation. For clarity, our
valuation makes no specific allowance for a BSL.
Compliance with Valuation Standards
The Valuation has been prepared in accordance with the latest version of the
RICS Valuation - Global Standards (incorporating the International Valuation
Standards) and the UK national supplement (the "Red Book") current as the
Valuation Date.
The valuations are compliant with the International Valuation Standards and
Rule 29 of the City Code on Takeovers and Mergers ("the Code").
The Properties have been valued by a valuer who is qualified for the purpose
of the Valuation in accordance with the Red Book and Rule 29.3(a)(ii) and
(iii) of the Code. We confirm that we have sufficient local and national
knowledge of the particular property market involved and have the skills and
understanding to undertake the Valuation competently.
Where the knowledge and skill requirements of the Red Book have been met in
aggregate by more than one valuer within CBRE, we confirm that a list of those
valuers has been retained within the working papers, together with
confirmation that each named valuer complies with the requirements of the Red
Book.
This Valuation is a professional opinion and is expressly not intended to
serve as a warranty, assurance or guarantee of any particular value of the
subject Properties. Other valuers may reach different conclusions as to the
value of the subject Properties. This Valuation is for the sole purpose of
providing the intended user with the valuer's independent professional opinion
of the value of the subject Properties as at the Valuation Date.
Sustainability Considerations
For the purposes of this report, we have made enquiries to ascertain any
sustainability factors which are likely to impact on value, consistent with
the scope of our terms of engagement.
Sustainability encompasses a wide range of physical, social, environmental,
and economic factors that can affect the value of an asset, even if not
explicitly recognised. This includes key environmental risks, such as
flooding, energy efficiency and climate, as well as design, legislation and
management considerations - and current and historic land use.
CBRE are currently gathering and analysing data around the four key areas we
feel have the most potential to impact on the value of an asset:
- Energy Performance
- Green Certification
- Sources of Fuel and Renewable Energy Sources
- Physical Risk/Climate Risk
Where we recognise the value impacts of sustainability, we are reflecting our
understanding of how market participants include sustainability factors in
their decisions and the consequential impact on market valuations.
Climate Risk Legislation
The UK Government is currently producing legislation which enforces the
transition to net zero by 2050, and the stated 78% reduction of greenhouse
gases by 2035 (based on a 1990 baseline).
We understand this to include an update to the Minimum Energy Efficiency
Standards, stated to:
- Increase the minimum requirements for non-domestic properties from an
E (since 2018) to a B in 2030; and,
- Require a minimum EPC of C for privately rented residential properties
from 2028.
The government also intends to introduce an operational rating. It is not yet
clear how this will be legislated, but fossil fuels used in building, such as
natural gas for heating, are incompatible with the UK's commitment to be Net
Zero Carbon by 2050.
This upcoming legislation could have a potential impact to future asset value.
We also note that the UK's introduction of mandatory climate related
disclosures (reporting climate risks and opportunities consistent with
recommendations by the "Task Force for Climate Related Financial Disclosure"
(TCFD)), including the assessment of so-called physical and transition climate
risks, will potentially have an impact on how the market views such risks and
incorporates them into the sale of letting of assets.
The European Union's "Sustainable Finance Disclosure Regulations" (SFDR) may
impact on UK asset values due to the requirements in reporting to European
investors.
Assumptions
The Properties details on which each Valuation are based are as set out in
this report. We have made various assumptions as to tenure, letting, taxation,
town planning, and the condition and repair of buildings and sites - including
ground and groundwater contamination - as set out below.
If any of the information or assumptions on which the Valuation is based are
subsequently found to be incorrect, the Valuation figures may also be
incorrect and should be reconsidered.
Variations and/or Departures from Standard Assumptions
None
Independence
The total fees, including the fee for this assignment, earned by CBRE Ltd (or
other companies forming part of the same group of companies within the UK)
from Warehouse REIT Plc (or other companies forming part of the same group of
companies) is less than 5.0% of the total UK revenues.
It is not anticipated this situation will vary in the financial year to 31
December 2025.
We confirm that neither the valuers concerned nor CBRE have any personal
interest in Warehouse REIT Plc, any of the Properties or in the outcome of the
valuation.
Previous Involvement and Conflicts of Interest
We confirm that we have valued the Portfolio on behalf of the Company on a
six-monthly basis for financial reporting purposes since 31 March 2018, the
most recent valuation being 31 March 2025.
From time to time CBRE provides agency or professional services to the
Company.
We also confirm that CBRE has completed loan security valuations of the
portfolio and for individual assets upon acquisition since 2018 with the
latest instruction as at 31 March 2025.
We do not consider that this previous involvement represents a conflict of
interest and you have confirmed the same.
We confirm that neither the valuers named above, nor CBRE have any personal
interest in the Company, any of the Properties or the outcome of the
valuation.
Copies of our conflict-of-interest checks have been retained within the
working papers.
Disclosure
The principal signatory of this report has continuously been the signatory of
valuations for Warehouse REIT since 31 March 2018.
CBRE has continuously been carrying out Valuation instructions for Warehouse
REIT for 7 years.
CBRE has carried out Valuation, Agency and Professional services on behalf of
Warehouse REIT for in excess of 7 years.
Responsibility
We are responsible for this Valuation Report and accept responsibility for the
information contained in this Valuation Report and confirm that to the best of
our knowledge (having taken all reasonable care to ensure that such is the
case) the information contained in this Valuation Report is in accordance with
the facts and this Valuation Report makes no omissions likely to affect its
import.
Save for any responsibility arising under the Code to any person as and to the
extent there provided, to the fullest extent permitted by law we do not assume
any responsibility and will not accept any liability to any other person for
any loss suffered by any such other person as a result of, arising out of, or
in accordance with this Valuation Report or our statement above.
Reliance
Save as set out in "Responsibility" above, the contents of this Report may
only be relied upon by:
i) Addressees of the Report; and
ii) Parties who have received prior written consent from
CBRE in the form of a reliance letter; and
iii) The shareholders of Warehouse REIT;
for the specific purpose set out herein and no responsibility is accepted to
any third party for the whole or any part of its contents.
No reliance may be placed upon the contents of this Valuation Report by any
party for any purpose other than in connection with the Purpose of Valuation.
For the avoidance of doubt, the Valuation Report is for the use only of the
Addressees for the specific purpose set out above and, save as set out
immediately below, no responsibility will be accepted to any third party for
the whole or any part of its contents - unless, upon request from you, we have
issued a reliance letter that has been countersigned and returned by the
recipient.
Responsibility for the Valuation Report will be accepted to the extent
required by English law, the Code and specified within our Valuation Report.
We will accordingly include the following confirmations in our Valuation
Report as appropriate:
Valuation Report for the Announcement and Scheme Document (as applicable):
"We are responsible for this Valuation Report and accept responsibility for
the information contained in this Valuation Report and confirm that to the
best of our knowledge (having taken all reasonable care to ensure that such is
the case) the information contained in this Valuation Report is in accordance
with the facts and this Valuation Report makes no omissions likely to affect
its import.
Save for any responsibility arising under the Takeover Code to any person as
and to the extent there provided, to the fullest extent permitted by law we do
not assume any responsibility and will not accept any liability to any other
person for any loss suffered by any such other person as a result of, arising
out of, or in accordance with this Valuation Report or our statement above
Publication
Neither the whole nor any part of our report nor any references to it may be
included in any published document, circular or statement nor published in any
way without our prior written approval. Any such approved publication of, or
reference to the report will not be permitted unless it contains a sufficient
contemporaneous reference to any departure from the Red Book or the
incorporation of any special assumptions referred to above (if applicable).
Yours faithfully
Nick Knight
BSc (Hons) MRICS
Executive Director
RICS Registered Valuer
For and on behalf of CBRE Limited
+44 7985 876840
Nick.Knight@cbre.com
Yours faithfully
Tim Henman
MRICS
Senior Director
RICS Registered Valuer
For and on behalf of CBRE Limited
+44 7779 577056
Tim.Henmanl@cbre.com
Source of Information and Scope of Works
Sources of Information We have carried out our work based upon information supplied to us by
Warehouse REIT and their professional advisors, as set out within this report,
which we have assumed to be correct and comprehensive.
· A tenancy schedule named CBRE TS 2025-04-01 and received on 02(nd)
April 2025.
· In respect of the Company's holding in Crewe we have been supplied
with various cost plans prepared by Avison Young and KAM, together with
details of various technical reports and cost tender information and planning
summaries.
· For new acquisitions, we generally receive due diligence reports,
including measured surveys, technical and environmental reports.
The Properties Our report contains a brief summary of the Property details on which our
Valuation has been based.
Warehouse REIT has instructed us not to disclose certain information which is
considered commercially sensitive, namely the individual values of the
Properties.
Inspection As part of our valuation instruction from Warehouse REIT for financial
reporting purposes and lending, all of the Properties have been subject to
internal inspections in the last twelve months. As instructed, we have not
re-inspected all the Properties for the purpose of this valuation.
Areas We have not measured the Properties but have relied upon the floor areas
provided to us by you or your professional advisors, which we have assumed to
be correct and comprehensive, and which you have advised us have been
calculated using the: Gross Internal Area (GIA), Net Internal Area (NIA) or
International Property Measurement Standard (IPMS) 3 - Office, measurement
methodology as set out in the latest edition of the RICS Property Measurement
Standards.
Environmental Considerations We have not been instructed to make any investigations in relation to the
presence or potential presence of contamination in land or buildings or the
potential presence of other environmental risk factors and to assume that if
investigations were made to an appropriate extent then nothing would be
discovered sufficient to affect value.
We have not carried out investigation into past uses, either of the property
or of any adjacent lands, to establish whether there is any potential for
contamination from such uses or sites, or other environmental risk factors and
have therefore assumed that none exists.
Sustainability Considerations In carrying out this valuation, we have considered the impact of
sustainability factors on the value of the property. Based on our
inspections and our review of the information that was available to us, we
have not identified any risk factors which, in our opinion, would affect
value. However, CBRE gives no warranty as to the absence of such risk
factors in relation to sustainability.
Services and Amenities We understand that the Properties are located in an area served by mains gas,
electricity, water and drainage.
None of the services have been tested by us.
Enquiries regarding the availability of utilities/services to the proposed
developments are outside the scope of our report.
Repair and Condition We have not carried out building surveys, tested services, made independent
site investigations, inspected woodwork, exposed parts of the structure which
were covered, unexposed or inaccessible, nor arranged for any investigations
to be carried out to determine whether or not any deleterious or hazardous
materials or techniques have been used, or are present, in any part of the
Properties. We are unable, therefore, to give any assurance that the
Properties are free from defect.
Town Planning We have not undertaken planning enquiries.
Titles, Tenures and Lettings Details of title/tenure under which the Properties are held and of lettings to
which it is subject are as supplied to us. We have not generally examined nor
had access to all the deeds, leases or other documents relating thereto. Where
information from deeds, leases or other documents is recorded in this report,
it represents our understanding of the relevant documents. We should
emphasise, however, that the interpretation of the documents of title
(including relevant deeds, leases and planning consents) is the responsibility
of your legal adviser.
We have not conducted credit enquiries on the financial status of any tenants.
We have, however, reflected our general understanding of purchasers' likely
perceptions of the financial status of tenants.
Valuation Assumptions
Introduction An Assumption is defined in the Red Book Glossary and VPS 4 to be a
"supposition taken to be true" (an "Assumption").
Assumptions are facts, conditions or situations affecting the subject of, or
approach to, a valuation that it has been agreed need not be verified by the
valuer as part of the valuation process. Assumptions are made when it is
reasonable for the valuer to accept that something is true without the need
for specific investigation.
Warehouse REIT has confirmed and we confirm that our Assumptions are correct
as far as Warehouse REIT and we, respectively, are aware. In the event that
any of these Assumptions prove to be incorrect then our valuations should be
reviewed. The principal Assumptions which we have made are stated within
this Valuation Report.
For the avoidance of doubt, the Assumptions made do not affect compliance with
the approach to Market Value under the Red Book.
Capital Values The Valuation has been prepared on the basis of "Market Value", which is
defined in the Red Book as:
"The estimated amount for which an asset or liability should exchange on the
Valuation Date between a willing buyer and a willing seller in an arm's length
transaction, after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion."
The Valuation represents the figure that would appear in a hypothetical
contract of sale at the Valuation Date. No adjustment has been made to this
figure for any expenses of acquisition or realisation - nor for taxation which
might arise in the event of a disposal.
No account has been taken of any inter-company leases or arrangements, nor of
any mortgages, debentures or other charge.
No account has been taken of the availability or otherwise of capital based
Government or European Community grants.
Taxation, Costs and Realisation Costs As stated above, no allowances have been made for any expenses of realisation
nor for taxation which might arise in the event of a disposal.
Our valuations reflect purchasers' statutory and other normal acquisition
costs.
VAT We have not been advised whether the properties are elected for VAT.
All rents and capital values stated in this report are exclusive of VAT.
Net Annual Rent Net annual rent is defined for the purposes of this transaction as "the
current income or income estimated by the valuer:
(i) ignoring any special receipts or deduction arising from the property;
(ii) excluding Value Added Tax and before taxation (including tax on profits
and any allowances for interest on capital or loans); and
(iii) after making deductions for superior rents (but not for amortisation),
and any disbursements including, if appropriate, expenses of managing the
property and allowances to maintain it in a condition to command its rent".
Estimated Net Annual Rental Value The estimated net annual rental value is based on the current rental value of
each of the Properties. The rental value reflects the terms of the leases
where the Properties, or parts thereof, are let at the date of valuation.
Where the Properties, or parts thereof, are vacant at the date of valuation,
the rental value reflects the rent we consider would be obtainable on an open
market letting as at the date of valuation
Rental Values Unless stated otherwise rental values indicated in our report are those which
have been adopted by us as appropriate in assessing the capital value and are
not necessarily appropriate for other purposes, nor do they necessarily accord
with the definition of Market Rent in the Red Book, which is as follows:
"The estimated amount for which an interest in real property should be leased
on the Valuation Date between a willing lessor and a willing lessee on
appropriate lease terms in an arm's length transaction, after proper marketing
and where the parties had each acted knowledgeably, prudently and without
compulsion."
Fixtures, Fittings and Equipment Where appropriate we have regarded the shop fronts of retail and showroom
accommodation as forming an integral part of the building.
Landlord's fixtures such as lifts, escalators, central heating and other
normal service installations have been treated as an integral part of the
building and are included within our Valuations.
Process plant and machinery, tenants' fixtures and specialist trade fittings
have been excluded from our Valuations.
All measurements, areas and ages quoted in our report are approximate.
Environmental Matters In the absence of any information to the contrary, we have assumed that:
a) the Property/Properties is/are not contaminated and is not adversely
affected by any existing or proposed environmental law;
b) any processes which are carried out on the Property/Properties which
are regulated by environmental legislation are properly licensed by the
appropriate authorities;
c) in England and Wales, the Property/Properties possesses current
Energy Performance Certificates (EPCs) as required under the Government's
Energy Performance of Buildings Directive - and that they have an energy
efficient standard of 'E', or better. Under the Energy Efficiency (Private
Rented Property) (England and Wales) Regulations 2015 it became unlawful for
landlords to rent out business or residential premise from 1st April 2018 -
unless the site has reached a minimum EPC rating of an 'E', or secured a
relevant exemption. In Scotland, we have assumed that the Property/Properties
possesses current EPCs as required under the Scottish Government's Energy
Performance of Buildings (Scotland) Regulations - and that they meet energy
standards equivalent to those introduced by the 2002 building regulations. The
Assessment of Energy Performance of Non-Domestic Buildings (Scotland)
Regulations 2016 requires building owners to commission an EPC and Action Plan
for sale or new rental of non-domestic buildings bigger than 1,000 sq m that
do not meet 2002 building regulations energy standards. Action Plans contain
building improvement measures that must be implemented within 3.5 years,
subject to certain exemptions;
e) The UK Government has indicated that they intend to raise the minimum
standards for EPCs in private rented accommodation to EPC C by 2030. This is
not yet legislated but follows from the policies of previous governments to
establish a high standard of energy efficiency. Our Valuation reflects
market conditions and regulations effective at the Valuation Date; we make no
additional allowances for any future works that may be undertaken to improve
the energy efficiency of the subject asset(s);
f) the Properties are either not subject to flooding risk or, if it
is, that sufficient flood defences are in place and that appropriate building
insurance could be obtained at a cost that would not materially affect the
capital value; and
g) invasive species such as Japanese Knotweed are not present on the
Properties.
High voltage electrical supply equipment may exist within, or in close
proximity of, the Properties. The National Radiological Protection Board
(NRPB) has advised that there may be a risk, in specified circumstances, to
the health of certain categories of people. Public perception may, therefore,
affect marketability and future value of the Properties. Our Valuation
reflects our current understanding of the market and we have not made a
discount to reflect the presence of this equipment.
Repair and Condition In the absence of any information to the contrary, we have assumed that:
a) there are no abnormal ground conditions, nor archaeological remains,
present which might adversely affect the current or future occupation,
development or value of the Properties;
b) the Properties are free from rot, infestation, structural or latent
defect;
c) no currently known deleterious or hazardous materials or suspect
techniques, including but not limited to Composite Panelling, ACM Cladding,
High Alumina Cement (HAC), Asbestos, Reinforced Autoclaved Aerated Concrete
(Raac), have been used in the construction of, or subsequent alterations or
additions to, the Properties; and
d) the services, and any associated controls or software, are in working
order and free from defect.
We have otherwise had regard to the age and apparent general condition of the
Properties. Comments made in the property details do not purport to express an
opinion about, or advise upon, the condition of uninspected parts and should
not be taken as making an implied representation or statement about such
parts.
Title, Tenure, Lettings, Planning, Taxation and Statutory & Local Unless stated otherwise within this report, and in the absence of any
Authority Requirements information to the contrary, we have assumed that:
a) the Properties possesses a good and marketable title free from any
onerous or hampering restrictions or conditions;
b) the building has been erected either prior to planning control, or in
accordance with planning permissions, and has the benefit of permanent
planning consents or existing use rights for their current use;
c) the Properties is not adversely affected by town planning or road
proposals;
d) the building complies with all statutory and local authority
requirements including building, fire and health and safety regulations, and
that a fire risk assessment and emergency plan are in place;
e) only minor or inconsequential costs will be incurred if any
modifications or alterations are necessary in order for occupiers of the
Properties to comply with the provisions of the Disability Discrimination Act
1995 (in Northern Ireland) or the Equality Act 2010 (in the rest of the UK);
f) all rent reviews are upward only and are to be assessed by
reference to full current market rents;
g) there are no tenant's improvements that will materially affect our
opinion of the rent that would be obtained on review or renewal;
h) tenants will meet their obligations under their leases, and are
responsible for insurance, payment of business rates, and all repairs, whether
directly or by means of a service charge;
i) there are no user restrictions or other restrictive covenants in
leases which would adversely affect value;
j) where more than 50% of the floorspace of the Properties is in
residential use, the Landlord and Tenant Act 1987 (the "Act") gives certain
rights to defined residential tenants to acquire the freehold/head leasehold
interest in the Properties. Where this is applicable, we have assumed that
necessary notices have been given to the residential tenants under the
provisions of the Act, and that such tenants have elected not to acquire the
freehold/head leasehold interest. Disposal on the open market is therefore
unrestricted;
k) where appropriate, permission to assign the interest being valued
herein would not be withheld by the landlord where required;
l) vacant possession can be given of all accommodation which is unlet
or is let on a service occupancy; and
m) Land Transfer Tax (or the local equivalent) will apply at the rate
currently applicable.
In the UK, Stamp Duty Land Tax (SDLT) in England and Northern Ireland, Land
and Buildings Transaction Tax (LABTT) in Scotland or Land Transaction Tax
(LTT) in Wales, will apply at the rate currently applicable
Schedules
Schedule A: Schedule of Properties as at 31 March 2025
Murcar Industrial Estate Aberdeen** Investment 14/03/2025
Tramway Industrial Estate Banbury Investment 31/03/2025
Daneshill Industrial Estate Basingstoke** Investment 11/04/2025
TaylorMade Court, 1A Jays Close Basingstoke** Investment 11/04/2024
Gateway Business Park Birmingham** Investment 27/03/2025
Chittening Industrial Estate, Avonmouth Bristol** Investment 11/04/2025
Kendal House, Victoria Way Burgess Hill Investment 19/03/2025
Units 13-15 Malmesbury Rd Cheltenham Investment 12/03/2025
Units 16-25 Malmesbury Rd Cheltenham Investment 12/03/2025
Unit 1 Eaton Point, Eaton Avenue Chorley Investment 12/03/2025
Austin Drive Coventry Investment 18/03/2025
Liberty Aluminium Tec, Chelmarsh Coventry** Investment 18/03/2025
Delta Court 1, Sky Business Park Doncaster** Investment 20/03/2025
Delta Court 2, Sky Business Park Doncaster** Investment 20/03/2025
Shaw Lane Industrial Estate Doncaster Investment 20/03/2025
Units 202 & 204, Stone Bridge Cross Droitwich Spa Investment 01/04/2025
Cairn Court East Kilbride Investment 17/03/2025
23 South Gyle Crescent Edinburgh** Investment 17/03/2025
South Fort Street Edinburgh** Investment 17/03/2025
Burntbroom Court, Queenslie Glasgow Investment 17/03/2025
Queenslie Industrial Estate Glasgow Investment 17/03/2025
Unit 7100, Hurricane Road, Gloucester Business Park Gloucester Investment 27/03/2025
Roman Way Industrial Estate Godmanchester Investment 12/03/2025
Lakeside, Europarc Grimsby Investment 20/03/2025
Unit 1, Pegasus Way, Europarc Grimsby Investment 20/03/2025
New England Industrial Estate Hoddesdon** Investment 23/04/2025
Nightingale Road Horsham Investment 19/03/2025
Farthing Road Ipswich Investment 12/03/2025
Ashmead Industrial Estate Keynsham Investment 11/04/2025
Unity Grove, Knowsley Knowsley Investment 19/03/2025
Nexus, Randles Road Knowsley Investment 19/03/2025
Sussex Avenue Leeds Investment 20/03/2025
Vantage Point Leeds Investment 20/03/2025
Roseville Bus Park Leeds** Investment 20/03/2025
Sytner Limited, Meridian Business Park, Meridian East Leicester** Investment 11/04/2025
Stadium Industrial Estate, Craddock Road Luton Investment 10/03/2025
Linkway Industrial Estate Middleton Investment 19/03/2025
Midpoint 18 & Prosperity Court Middlewich Investment 31/03/2025
Wincanton, Erf Way Middlewich Investment 31/03/2025
Midpoint 2, Millbrook Court Middlewich Investment 31/03/2025
Valley Court, Sanderson Way Middlewich Investment 31/03/2025
Midpoint 3 Middlewich Investment 31/03/2025
Universal House, Middlewich Middlewich Investment 31/03/2025
Granby Industrial Estate and Trade Park, Peverel Drive Milton Keynes Investment 15/04/2025
Bradwell Abbey Industrial Estate Milton Keynes Investment 15/04/2025
Lynx Business Park Newmarket Investment 12/03/2025
St James Mill Business Park, Millbrook Close Northampton Investment 27/03/2025
John Lewis Distribution, Units 1 & 2 Mercury Drive Northampton Investment 27/03/2025
Sherwood 217, Willow Drive, Sherwood Business Park Nottingham** Investment 20/03/2025
Oldbury Point Oldbury Investment 20/03/2025
Air Cargo Centre, Arran Avenue Paisley** Investment 17/03/2025
Unit A-C Marchburn Drive, Glasgow Airport Business Park Paisley Investment 17/03/2025
Maxwell Rd (i), Units 5-7, 9,12-13, 15-18 & 30-32 Peterborough Investment 24/03/2025
Maxwell Rd (ii), Units 20-25 Peterborough Investment 24/03/2025
Maxwell Rd (iii), Unit 8 Peterborough Investment 24/03/2025
Lincoln Park Preston Investment 12/03/2025
Webb Ellis Industrial Park, Woodside Park Rugby Investment 18/03/2025
Jensen Court Runcorn Investment 19/03/2025
Unit 1a - 3, Boulevard Industrial Park Speke, Liverpool** Investment 25/03/2025
Stone Business Park 1 Stone Investment 13/03/2025
Groundwell Farm IE Swindon Investment 13/03/2025
Units 2A, 2B & 2C Delta Drive Tewkesbury** Investment 27/03/2025
Tewkesbury BP, Delta Drive Tewkesbury Investment 27/03/2025
Birkenshaw Retail Park Uddingston Investment 17/03/2025
Stapleton's Tyre Services, Unit B, Telford Way Wakefield Investment 20/03/2025
Ryan Business Park Wareham** Investment 08/04/2025
Leanne Business Centre Wareham** Investment 08/04/2025
Gawsworth Court Warrington Investment 19/03/2025
1 Kingsland Grange, Woolston Warrington Investment 19/03/2025
Units 1 & 2 Milner St Warrington Investment 19/03/2025
Witan Park Witney Investment 31/03/2025
Ventura Retail Park Tamworth Investment 24/02/2025
Tramway Industrial Estate Banbury Land 31/03/2025
Radway Green Crewe Land 19/03/2025
Queenslie Industrial Estate Glasgow Land 17/03/2025
NOTE:
* Leasehold of 50 years and under.
** Leasehold over 50 years unexpired term.
Schedule B: Market Value of the Properties as at 31 March 2025 split by
Property Type
Last Mile £60,540,000
Multi-Let 100k sq ft + £392,200,000
* Land £68,880,000
Multi-Let less than 100k sq ft £148,095,000
Offices £2,710,000
Regional Distribution £84,625,000
Retail Warehouse £48,350,000
Portfolio Total £805,400,000
* The land is not all valued on a development basis. See schedule D for those
assets subject to a development scheme.
Schedule C: Market Value of the Properties as at 31 March 2025 split by
Property Location (100%)
North West £245.23m
South East £139.26m
West Midlands £105.60m
East Midlands £98.76m
Scotland £70.94m
South West £59.80m
Yorkshire and the Humber £45.37m
East of England £31.16m
North East £9.30m
Portfolio Total £805.40m
Schedule D: Market Value of the Properties in the course of development
Crewe (Duchy) The property comprises a 64.80 acres site in Crewe. The subject has outline Market Value on the assumption that the development has been completed and £33,970,000
consent for 1,020,000 sq ft industrial development. let: c. £148,100,000.
The property is held in a Freehold title. Estimated Outstanding costs to completion: c.£71,600,000, excluding finance
costs, marketing costs and profit.
Planning Consent was obtained on 07 September 2023 under Planning Reference
No. 21/5724C and we understand that there is an eaves height restriction. Assumed completion date - Q3 2028
Crewe (Radway) The property comprises a 23.00 acres site in Crewe. The subject has detailed Market Value on the assumption that the development has been completed and £16,870,000*
and reserve matters consent for 452,000 sq ft industrial development. let: c.£68,100,000.
The property is held in a Freehold title. Estimated Outstanding costs to completion: c.£36,600,000, excluding finance
costs, marketing costs and profit.
Planning Consent was obtained on 05 March 2021 under Planning Reference No.
20/3382N. Assumed completion date - Q1 2027
Crewe (Corbally) The property comprises a 21.85 acres site in Crewe. The subject has detailed Market Value on the assumption that the development has been completed and £11,600,000
consent for 351,000 sq ft industrial development. let: c.£54,300,000.
The property is held in a Freehold title. Estimated Outstanding costs to completion: c.£30,900,000, excluding finance
costs, marketing costs and profit.
Planning Consent was obtained on 05 March 2021 under Planning Reference No.
20/3382N. Assumed completion date - Q3 2026
* Includes Radway Court standing investment asset at £1.27m which will be
retained
Sensitivity Analysis
Set out below is a sensitivity analysis on the residual appraisal for the
development land based on a 10% positive and negative movements in
construction costs and a 50 bps movements on yield.
Property Market Value Construction (+10%) Yield (+50 bps) Construction (+10%)
Yield (+50 bps)
Crewe (Duchy) £33.97m £29.70m £25.20m £20.70m
Crewe (Radway) £15.60m £13.10m £11.30m £8.70m
Crewe (Corbally) £11.60m £9.70m £7.80m £6.10m
Property Market Value Construction (-10%) Yield (-50 bps) Construction (-10%)
Yield (-50 bps)
Crewe (Duchy) £33.97m £38.60m £44.90m £49.40m
Crewe (Radway) £15.60m £18.40m £21.20m £23.80m
Crewe (Corbally) £11.60m £13.20m £15.80m £17.60m
Appendix 6
dEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Acquisition" the proposed acquisition by BBOX of the entire issued and to be issued
ordinary share capital of Warehouse (other than any Excluded Shares), to be
implemented by means of the Scheme (or, should BBOX so elect, with the consent
of the Panel, by way of a Takeover Offer) and, where the context requires, any
subsequent revision, variation, extension or renewal thereof;
"Additional Amount" has the meaning given to that term in paragraph 10 of this Announcement;
"Additional Dividend" has the meaning given to that term in paragraph 10 of this Announcement;
"Adjusted Earnings" Adjusted Earnings is based on EPRA's Best Practices Recommendations and, in
addition, excludes items considered to be exceptional, not in the ordinary
course of business or not supported by recurring cash flows;
"Adjusted EPS" Adjusted Earnings on a per share basis;
"Admission" admission of the New BBOX Shares to be issued pursuant to the Acquisition to
the Official List and to trading on the Main Market;
"AIFM" G10 Capital Limited, acting as the alternative investment fund manager of
Warehouse as at close of business on the Latest Practicable Date;
"Akur" Akur Limited;
"Amended Warehouse Articles" the articles of association of Warehouse, as amended to include a new article
under which (i) any Warehouse Shares issued or transferred after the Scheme
Voting Record Time (other than to BBOX and/or its nominees) shall be
automatically transferred to BBOX (and, where applicable, for consideration to
be paid to the transferee or to the original recipient of the Warehouse Shares
so transferred or issued) on the same terms as the Acquisition (other than
terms as to timings and formalities) and (ii) immediately prior to the Scheme
becoming Effective, Warehouse will cease to be able to raise capital from a
number of investors and will only be able to raise capital from its sole
shareholder (or its nominee), such proposed amendment to be set out in full in
the notice of the General Meeting;
"Announcement" this Announcement made pursuant to Rule 2.7 of the Takeover Code;
"Authorisations" authorisations, orders, grants, recognitions, determinations, certificates,
confirmations, consents, licences, clearances, permissions and approvals;
"BBOX" Tritax Big Box REIT plc (a public limited company incorporated in England and
Wales with registered number 08215888 and which has its registered office at
72 Broadwick Street, London, United Kingdom, W1F 9QZ);
"BBOX Directors" the directors of BBOX at the date of this Announcement or, where the context
so requires, the directors of BBOX from time to time;
"BBOX Group" BBOX and its subsidiaries and subsidiary undertakings from time to time
and, where the context permits, each of them;
"BBOX September Dividend" has the meaning given to that term in paragraph 10 of this Announcement;
"BBOX Shareholders" the holders of BBOX Shares from time to time;
"BBOX Shares" the ordinary shares of one penny each in the share capital of BBOX and each
being a "BBOX Share";
"BDO" BDO LLP;
"Blackstone" Wapping Bidco Ltd, a newly-formed company indirectly owned and advised by
affiliates of Blackstone Inc.;
"Blackstone Offer" the offer for Warehouse as announced by Blackstone on 4 June 2025;
"Board" board of directors;
"Business Day" a day (other than Saturdays, Sundays and public holidays in the UK) on which
banks are generally open for normal business in the City of London;
"CBRE" CBRE Limited (a private limited company incorporated in England and Wales with
registered number 03536032) whose registered office is at Henrietta House,
Henrietta Place, London, England, W1G 0NB;
"Citi" Citigroup Global Markets Limited (a private limited company incorporated in
England and Wales with registered number 01763297) whose registered office is
at Citigroup Centre, Canada Square, Canary Wharf, London, E14 5LB;
"Closing Share Price" the closing middle market quotation of a share derived from the Daily Official
List on any particular date;
"Combined Group" the BBOX Group as enlarged by the Warehouse Group following completion of the
Acquisition;
"Companies Act" the Companies Act 2006 (as amended from time to time);
"Conditions" the conditions of the Acquisition set out in Appendix 1 to this Announcement
and to be set out in full in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement dated 28 April 2025 between (1) BBOX and (2)
Warehouse;
"Court" the High Court of Justice in England and Wales;
"Court Hearing" the Court hearing at which Warehouse will seek an order sanctioning the Scheme
pursuant to Part 26 of Companies Act;
"Court Meeting" the meeting or meetings of the Scheme Shareholders to be convened pursuant to
section 896 of the Companies Act for the purpose of considering and, if
thought fit, approving the Scheme (with or without amendment approved or
imposed by the Court and agreed to by BBOX and Warehouse), including any
adjournment or postponement of any such meeting, notice of which shall be
contained in the Scheme Document;
"Court Order" the order of the Court sanctioning the Scheme under section 899 of the
Companies Act;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear;
"Daily Official List" the Daily Official List published by the London Stock Exchange;
"Dealing Disclosure" an announcement pursuant to Rule 8 of the Takeover Code containing details of
dealings in interests in relevant securities of a party to an offer;
"Disclosed" the information disclosed (A) fairly in writing to BBOX (or its respective
officers, employees, agents or advisers in their capacity as such) prior to
the date of this Announcement by, or on behalf of, Warehouse, including in the
virtual data room operated on behalf of Warehouse and which BBOX and its
advisers have accessed in respect of the Acquisition (including all matters
fairly disclosed in the written replies, correspondence, documentation and
information provided in the aforementioned virtual data room or sent to BBOX
or any of its respective advisers during the due diligence process and whether
or not in response to any specific request for information made by any such
person(s)), (B) to BBOX or BBOX's advisers verbally or by other means of
communication by, or on behalf of, the Warehouse Group via management meetings
held in connection with the Acquisition; (C) in the interim report for the
Warehouse Group for the half year to 30 September 2024; (D) in the annual
report and accounts of the Warehouse Group for the financial year ended 31
March 2025; (E) in this Announcement; and/or (F) in any other announcement
made by, or on behalf of, Warehouse via a Regulatory Information Service
before the publication of this Announcement;
"Disclosure Guidance and Transparency Rules" the disclosure guidance and transparency rules made by the FCA under Part VI
of FSMA;
"Effective" either:
1. if the Acquisition is implemented by way of the
Scheme, the Scheme having become effective in accordance with its terms; or
2. if BBOX elects to implement the Acquisition by way of
a Takeover Offer (with Panel consent), such Takeover Offer having been
declared or having become unconditional in all respects in accordance with the
requirements of the Takeover Code;
"Effective Date" the date on which the Acquisition becomes Effective;
"EPRA" European Public Real Estate Association;
"EPRA Guidance" the EPRA BPR Guidelines;
"EPRA NTA" or "NTA" a measure of net asset value designed by EPRA to present the fair value of a
company on a long term basis, as defined in the EPRA Guidance;
"Euroclear" Euroclear UK & International Limited;
"European Union" or "EU" the economic and political confederation of European nations which share a
common foreign and security policy and co-operate on justice and home affairs
known as the European Union;
"Excluded Shares" any Warehouse Shares which are: (i) registered in the name of, or beneficially
owned by, BBOX or any other member of the BBOX Group or any of their
respective nominees; or (ii) held as treasury shares (unless such Warehouse
Shares cease to be so held), in each case at any relevant time;
"Facilities Agreement" the facilities agreement dated 25 June 2025 between (1) BBOX and (2) Banco
Santander, S.A., London Branch;
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of FSMA, or any successor regulatory
body;
"Fifth Proposal" has the meaning given to that term in paragraph 7 of this Announcement;
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and the
General Meeting which will accompany the Scheme Document;
"FSMA" the Financial Services and Markets Act 2000, as amended from time to time;
"General Meeting" the general meeting of Warehouse Shareholders (including any adjournment or
postponement, thereof) to be convened for the purposes of seeking approval of
the Resolution (with or without amendment);
"Investment Adviser" Tilstone Partners Limited (a private limited company incorporated in England
and Wales with registered number 10594167) whose registered office is at Gorse
Stacks House, George Street, Chester, Cheshire, United Kingdom, CH1 3EQ,
acting as the investment adviser of Warehouse as at close of business on the
Latest Practicable Date;
"Investment Management Agreement" the investment management agreement dated 22 August 2017 between (1)
Warehouse, (2) the Investment Adviser and (3) the AIFM (as amended by a side
letter dated 10 February 2025);
"Investment Manager" G10 Capital Limited (a private limited company incorporated in England and
Wales with registered number 09224491) whose registered office is at 4th
Floor, 3 More London Riverside, London SE1 2AQ, acting as the authorised
alternative investment fund manager of
Warehouse as at close of business on the Latest Practicable Date;
"ISIN" International Securities Identification Number;
"Jefferies" Jefferies International Limited (a private limited company incorporated in
England and Wales with registered number 01978621) whose registered office is
at 100 Bishopsgate, London, England, EC2N 4JL;
"Latest Practicable Date" 24 June 2025 (being the Business Day prior to the date of this Announcement);
"LEI" legal entity identifier;
"London Stock Exchange" London Stock Exchange plc;
"Long-stop Date" 25 December 2025 or such later date (if any) as BBOX and Warehouse may (with
the consent of the Panel) agree and (if required) the Court may allow;
"Main Market" the London Stock Exchange's main market for listed securities;
"Market Abuse Regulation" or "MAR" the Market Abuse Regulation (EU) No. 596/2014, which is part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018;
"New BBOX Shares" the BBOX Shares proposed to be allotted and issued to Scheme Shareholders in
connection with the Scheme;
"Offer Period" the offer period (as defined by the Takeover Code) relating to Warehouse,
which commenced on 3 March 2025 and ending on the earlier of the Effective
Date and/or the date on which it is announced that the Scheme has lapsed or
been withdrawn (or such other date as the Takeover Code may provide or the
Panel may decide);
"Official List" the Official List of the FCA;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Overseas Shareholders" Scheme Shareholders (or nominees of, or custodians or trustees for, Warehouse
Shareholders) not resident in, or nationals or citizens of, the United
Kingdom;
"Panel" or "Takeover Panel" the Panel on Takeovers and Mergers;
"Peel Hunt" Peel Hunt LLP (a limited liability partnership incorporated in England and
Wales with registered number OC357088) whose registered office is at 7th Floor
100 Liverpool Street, London, England, EC2M 2AT;
"Quantified Financial Benefits Statement" has the meaning given to it in the Takeover Code;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory announcements;
"Resolution" the resolution to be proposed at the General Meeting necessary to approve and
implement the Scheme, including a resolution authorising the Warehouse
Directors to take all actions as they may consider necessary or appropriate to
give effect to the Scheme, a resolution to approve the Amended Warehouse
Articles and a resolution re-registering Warehouse as a private limited
company;
"Restricted Jurisdiction" any jurisdiction into which, or from which, making the Acquisition, or any
information relating to the Acquisition, available would violate the local
laws or regulations of that jurisdiction resulting in a significant risk of
civil, regulatory or criminal exposure or where to do so would result in a
requirement to comply with any governmental or other consent or any
registration, filing or other formality which BBOX or Warehouse regards as
unduly onerous;
"Santander" Banco Santander, S.A.;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
Warehouse and Scheme Shareholders to implement the Acquisition, with or
subject to any modification, addition or condition approved or imposed by the
Court and agreed by Warehouse and BBOX;
"Scheme Document" the document to be sent to Warehouse Shareholders containing, amongst other
things, the notices convening the Court Meeting and the General Meeting and
the particulars required by section 897 of the Companies Act;
"Scheme Record Time" the time and date specified as such in the Scheme Document by reference to
which the entitlements of Scheme Shareholders under the Scheme will be
determined, expected to be 6.00 p.m. on the date of the Court Hearing, or such
later time as Warehouse and BBOX may agree;
"Scheme Shareholder" a holder of Scheme Shares from time to time;
"Scheme Shares" all Warehouse Shares:
(i) in issue at the date of the Scheme Document and
which remain in issue at the Scheme Record Time;
(ii) (if any) issued after the date of the Scheme Document
and before the Scheme Voting Record Time and which remain in issue at the
Scheme Record Time; and
(iii) (if any) issued at or after the Scheme Voting Record
Time but on or before the Scheme Record Time either on terms that the original
or any subsequent holders thereof are bound by the Scheme or in respect of
which such holders are, or shall have agreed in writing to be, so bound by the
Scheme, and which remain in issue at the Scheme Record Time,
in each case other than the Excluded Shares;
"Scheme Voting Record Time" the date and time specified as such in the Scheme Document by reference to
which entitlement to vote at the Court Meeting will be determined;
"SEC" the United States Securities and Exchange Commission;
"Significant Interest" a direct or indirect interest in 20 per cent. or more of the total voting
equity share capital of an undertaking (or the equivalent);
"Takeover Code" the City Code on Takeovers and Mergers, as issued from time to time by or on
behalf of the Panel;
"Takeover Offer" if (with the consent of the Panel, as applicable) BBOX elects to implement the
Acquisition by way of a takeover offer as defined in Chapter 3 of Part 28 of
the Companies Act, the offer to be made by or on behalf of BBOX to acquire the
entire issued and to be issued ordinary share capital of Warehouse including,
where the context admits, any subsequent revision, variation, extension or
renewal of such offer;
"Third Party" each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative or
investigative body, court, agency (including, without limitation, any trade
agency), authority (including, without limitation, any anti-trust or
acquisition control authority), court, professional body, environmental body,
association, institution, any entity owned or controlled by any relevant
government or state, or any other body or person whatsoever in any
jurisdiction;
"Tilstone Directors" Simon Hope and Stephen Barrow;
"Tritax Manager" Tritax Management LLP;
"TUPE" the Transfer of Undertakings (Protection of Employment) Regulations 2006 (as
amended);
"UK Listing Rules" the rules and regulations made by the FCA under FSMA and contained in the
publication of the same name, as amended from time to time;
"UK REIT" a UK real estate investment trust under Part 12 of the Corporation Tax Act
2010;
"Undisturbed Date" 28 February 2025, being the last Business Day prior to the commencement of the
Offer Period;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United Nations" the international organisation founded in 1945 with 193 member states;
"United States" or "US" the United States of America, its territories and possessions, any State of
the United States of America, and the District of Columbia;
"US Exchange Act" the United States Securities Exchange Act of 1934, as amended, and the rules
and regulations promulgated thereunder;
"US Securities Act" the United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder;
"Warehouse" Warehouse REIT plc (a public limited company incorporated in England and Wales
with registered number 10880317 and which has its registered office at 19th
Floor 51 Lime Street, London, United Kingdom, EC3M 7DQ);
"Warehouse April Dividend" has the meaning given to that term in paragraph 7 of this Announcement;
"Warehouse Directors" or "Warehouse Board" the directors of Warehouse at the date of this Announcement or, where the
context so requires, the directors of Warehouse from time to time;
"Warehouse Group" Warehouse and its subsidiaries and subsidiary undertakings from time to time
and, where the context permits, each of them;
"Warehouse Independent Directors" the Warehouse Directors, other than the Tilstone Directors;
"Warehouse IMA Termination Agreement" has the meaning given to that term in paragraph 13 of this Announcement;
"Warehouse July Dividend" has the meaning given to that term in paragraph 2 of this Announcement;
"Warehouse October Dividend" has the meaning given to that term in paragraph 2 of this Announcement;
"Warehouse Permitted Dividend" the Warehouse July Dividend and/or the Warehouse October Dividend;
"Warehouse Shareholders" the holders of Warehouse Shares from time to time;
"Warehouse Shares" ordinary shares of one penny each in the capital of Warehouse and each being a
"Warehouse Share";
"Wider BBOX Group" BBOX, its subsidiary undertakings and associated undertakings (including any
joint venture, partnership, firm or company) in which BBOX and/or such
undertakings (aggregating their interests) have a Significant Interest; and
"Wider Warehouse Group" Warehouse, its subsidiary undertakings and associated undertakings (including
any joint venture, partnership, firm or company) in which Warehouse and/or
such undertakings (aggregating their interests) have a Significant Interest.
In this Announcement, "subsidiary", "subsidiary undertaking", "undertaking"
and "associated undertaking" and "equity share capital" have the respective
meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
A reference to "includes" shall mean "includes without limitation", and
references to "including" and any other similar term shall be construed
accordingly.
All references to a statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.
All the times referred to in this Announcement are London (UK) times unless
otherwise stated.
References to the singular include the plural and vice versa.
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