Recommended All-Share Offer for Tritax EuroBox Plc
04/09/2024 07:00
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RNS Number : 8055C SEGRO PLC 04 September 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY RESTRICTED JURISDICTIONS OR JURISDICTIONS WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) NO 596/2014 (AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018). UPON PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE.
4 September 2024
Recommended All-Share Offer
by
SEGRO plc ("SEGRO")
for
Tritax EuroBox plc ("Tritax EuroBox")
to be effected by means of a scheme of arrangement under part 26 of the
Companies Act 2006
Summary
The Boards of Tritax EuroBox and SEGRO are pleased to announce that they have
reached agreement on the terms of a recommended all-share offer by SEGRO for
the entire issued and to be issued share capital of Tritax EuroBox.
It is intended that the Transaction will be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006. The purpose of the Scheme is to enable SEGRO to acquire the whole of the
issued and to be issued share capital of Tritax EuroBox.
Under the terms of the Scheme, which will be subject to the Conditions and
other terms set out in the full announcement and to the full terms to be set
out in the Scheme Document, Tritax EuroBox Shareholders will be entitled to
receive:
For each Tritax EuroBox Share: 0.0765 New SEGRO Shares (the
"Exchange Ratio")
In addition, Tritax EuroBox Shareholders will be entitled to receive and
retain a dividend of 1.25 cents per share (equivalent to approximately 1.05
pence per share at the current exchange rate) in respect of the quarter ending
30 September 2024, to be announced, declared and paid prior to the Effective
Date to Tritax EuroBox Shareholders who are on the register at the relevant
record time in relation to such dividend (the "Tritax EuroBox Fourth Interim
Dividend"), the aggregate value of the New SEGRO Shares to be issued pursuant
to the Exchange Ratio and the Tritax EuroBox Fourth Interim Dividend together
being the "Transaction Value".
For the avoidance of doubt, as set out in more detail in the full
announcement, Tritax EuroBox Shareholders will also continue to be entitled to
receive and retain the previously declared Tritax EuroBox Third Interim
Dividend.
Based on the closing price per SEGRO Share of 880.0 pence as at 3 September
2024 (being the last Business Day prior to the date of this announcement), the
Transaction Value values each Tritax EuroBox Share at 68.4 pence, equivalent
to approximately 81.1 cents at the current exchange rate, representing:
· a premium of approximately 27 per cent. to the closing price per
Tritax EuroBox share of 53.8 pence as at 31 May 2024, being the last Business
Day prior to the commencement of the current Offer Period (the "Undisturbed
Date");
· a premium of approximately 27 per cent. to the volume-weighted
average price per Tritax EuroBox share of 53.8 pence for the 3-month period
prior to the Undisturbed Date;
· a discount of approximately 14 per cent. to Tritax EuroBox's last
reported IFRS NAV and EPRA NDV per share of 93.9 cents as at 31 March 2024;
and
· an implied Topped-up Net Initial Yield of 5.2 per cent.
On the basis set out above, the Transaction Value values the entire issued and
to be issued ordinary share capital of Tritax EuroBox at approximately £552
million (approximately €654 million at the current exchange rate) which,
based on Tritax EuroBox's net debt as at 31 March 2024, implies an enterprise
value of approximately £1,101 million (approximately €1,306 million at the
current exchange rate).
In addition, based on the volume-weighted average prices per SEGRO Share of
881.7 pence and 895.8 pence for the 1-month and 3-month period prior to 3
September 2024, the Transaction Value values each Tritax EuroBox Share at 68.5
pence and 69.6 pence respectively, equivalent to approximately 81.3 cents and
82.5 cents respectively at the current exchange rate, representing:
· premia of approximately 27 per cent. and 29 per cent.
respectively to the closing price per Tritax EuroBox share of 53.8 pence as at
the Undisturbed Date;
· premia of approximately 27 per cent. and 29 per cent.
respectively to the volume-weighted average price per Tritax EuroBox share of
53.8 pence for the 3-month period prior to the Undisturbed Date;
· a discount of approximately 13 per cent. and 12 per cent.
respectively to Tritax EuroBox's last reported IFRS NAV and EPRA NDV per share
of 93.9 cents as at 31 March 2024; and
· an implied Topped-up Net Initial Yield of 5.2 per cent. and 5.2
per cent. respectively.
On the basis set out above, the Transaction Value values the entire issued and
to be issued ordinary share capital of Tritax EuroBox at approximately £553
million and £561 million respectively (approximately €656 million and
€666 million respectively at the current exchange rate) which, based on
Tritax EuroBox's net debt as at 31 March 2024, implies an enterprise value of
approximately £1,102 million and £1,111 million respectively (approximately
€1,307 million and €1,318 million respectively at the current exchange
rate).
Immediately following the Effective Date, it is expected that SEGRO
Shareholders will own approximately 96 per cent., and Tritax EuroBox
Shareholders will own approximately 4 per cent., of SEGRO's enlarged issued
share capital.
Highlights
The Boards of Tritax EuroBox and SEGRO believe that the Transaction is a
compelling opportunity for shareholders in both companies, delivering a
significant uplift in value for Tritax EuroBox Shareholders and adding a
portfolio of well-diversified and high-quality logistics assets to SEGRO's
portfolio on attractive terms.
Since the commencement of the Offer Period on 3 June 2024, the Board of Tritax
EuroBox has received and / or solicited expressions of interest regarding a
potential sale of Tritax EuroBox from a number of different parties. The Board
of Tritax EuroBox has carefully reviewed and negotiated a range of proposals,
which included offers for the Company in shares or cash, or the acquisition of
the Company's assets (in whole or in part) for cash. The Board of Tritax
EuroBox has compared the proposals both to one another and to Tritax EuroBox's
standalone prospects, as well as the strategic options considered by the Board
of Tritax EuroBox as part of a review in April 2024 (which included, but were
not limited to, a potential managed wind-down and a significant share buyback
programme funded by disposals, and have been kept under constant review during
the Offer Period).
On the basis of this comprehensive assessment, the Board of Tritax EuroBox
believes that the Transaction with SEGRO represents a compelling opportunity
for Tritax EuroBox Shareholders to achieve a significant and immediate uplift
in the value of their investment with the prospect of stronger total
shareholder returns and optionality by virtue of enhanced liquidity. By
exchanging their shares in Tritax EuroBox for shares in SEGRO, Tritax EuroBox
Shareholders would have the option either to:
· retain exposure to the European industrial and logistics sector,
through holding shares in the largest and most liquid REIT in Europe, while
benefiting from further upside potential from a recovery in market conditions,
exposure to an active development programme and the value creation resulting
from the Transaction; or
· sell their New SEGRO Shares for cash, taking advantage of SEGRO's
significantly greater liquidity, due to SEGRO's £11.9 billion market
capitalisation, 100 per cent. free float, primary listing on the London Stock
Exchange with a secondary listing on Euronext Paris, and membership of the
FTSE 100.
Both SEGRO and Tritax EuroBox have pursued a strategy based on owning prime
assets in Europe's major logistics hubs and along key transportation
corridors, where occupier demand is most resilient. SEGRO believes that Tritax
EuroBox's assets, most of which are located in SEGRO's existing core markets,
will complement SEGRO's Continental European big box portfolio (including
those assets managed under the SELP joint venture) and strengthen this part of
its business. The Tritax EuroBox portfolio has strong income and growth
characteristics, which align well with SEGRO's own investment objectives. In
addition to the 5.2 per cent. implied Topped-up Net Initial Yield at which
SEGRO is acquiring the Tritax EuroBox assets, SEGRO expects to internalise the
management of the portfolio through termination of the existing Investment
Management Agreement with the Manager, utilising its existing operating
platform to manage Tritax EuroBox's properties in its current geographies. It
is also expected that there will be additional cost savings from the removal
of other corporate expenditure associated with Tritax EuroBox currently being
an independent listed entity.
SEGRO also expects to continue to benefit from a strong balance sheet. SEGRO
has reached an agreement with the USPP Noteholders to waive their
change-of-control rights and roll the €200 million USPP Notes issued by
Tritax EuroBox into SEGRO with SEGRO becoming a parent guarantor of such USPP
Notes. In addition, the €500 million Green Bonds issued by Tritax EuroBox
will roll into SEGRO on their existing terms. Based on the amended terms of
the USPP Notes, SEGRO will assume Tritax EuroBox's existing debt at an
attractive weighted average cost of debt of 1.5 per cent. with a weighted
average maturity of 3 years. Following the Effective Date, SEGRO expects no
significant change to its leverage position, with pro forma LTV expected to
continue to be approximately 30 per cent.
SEGRO expects the Transaction to be accretive to both EPRA NTA per share and
adjusted earnings per share immediately following the Effective Date.
The Scheme is expected to become effective before the end of the calendar
year.
Recommendation
The Tritax EuroBox directors, who have been so advised by Lazard, Barclays and
Jefferies as to the financial terms of the Transaction, consider the terms of
the Transaction to be fair and reasonable. In providing their advice Lazard,
Barclays and Jefferies have taken into account the commercial assessments of
the Tritax EuroBox directors. Lazard is providing independent financial advice
to the Tritax EuroBox directors for the purposes of Rule 3 of the City Code.
Accordingly, the Tritax EuroBox directors intend unanimously to recommend that
Tritax EuroBox Shareholders vote in favour of the resolutions relating to the
Transaction at the Meetings (or in the event that the Transaction is
implemented by way of an Offer, to accept or procure acceptance of such offer)
as the Tritax EuroBox directors have irrevocably undertaken to do in respect
of their own beneficial holdings (and the beneficial holdings of their close
relatives and related trusts) as described below.
Irrevocable Undertakings
Taking into account the irrevocable undertakings from each of the Tritax
EuroBox directors who hold Tritax EuroBox Shares, SEGRO has received
irrevocable undertakings to vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the Tritax EuroBox General Meeting (or,
in the event that the Transaction is implemented by an Offer, to accept (or
procure the acceptance of) such Offer) in respect of a total of 612,494 Tritax
EuroBox Shares representing, in aggregate, approximately 0.08 per cent. of
Tritax EuroBox's issued share capital on 3 September 2024 (being the last
Business Day prior to the date of this announcement).
Further details of these irrevocable undertakings are set out in Appendix 3 to
this announcement.
Commenting on the Transaction, David Sleath, the Chief Executive of SEGRO,
said:
"This transaction offers the opportunity to acquire a high quality portfolio
of big box warehouses in core European markets which would complement and
enhance our existing assets. The management of the portfolio will be
internalised on completion, taking advantage of economies of scale from our
existing, locally-based operating platform.
"We intend to apply the long-established SEGRO strategy of disciplined capital
allocation and operational excellence, based on an efficient and resilient
corporate and capital structure and the Responsible SEGRO principles as we do
for all assets we own and manage. While shareholders can expect this approach
to lead to some capital recycling, we recognise the high quality of the
portfolio assembled by the Manager and look forward to working with it for the
benefit of our new and existing shareholders."
Commenting on the Transaction, Robert Orr, the Chair of Tritax EuroBox, said:
"As set out at Tritax EuroBox's half-year results in May this year, the Board
has been focused on how best to deliver value for Tritax EuroBox shareholders
in an effective and efficient manner. The Board would like to thank the
Manager for the important role it has played in curating and managing Tritax
EuroBox's high-quality asset base, and actively managing the portfolio in
order to achieve the best outcome for shareholders in the context of a
difficult macroeconomic environment for the property sector.
The transaction with SEGRO represents a compelling opportunity for Tritax
EuroBox shareholders to achieve a significant and immediate uplift in the
value of their investment and stronger total shareholder returns, with the
option either to retain exposure to the European industrial and logistics
sector through holding shares in the largest and most liquid REIT in Europe,
or to sell their New SEGRO Shares for cash, taking advantage of SEGRO's
significantly greater trading liquidity. The Board is pleased to recommend the
Transaction to Tritax EuroBox Shareholders."
This summary should be read in conjunction with the following full
announcement and the Appendices.
The Transaction will be subject to the Conditions and other terms set out in
the full announcement and to the full terms and conditions which will be set
out in the Scheme Document. Appendix 2 to the full announcement contains bases
and sources of certain information contained in this announcement. Details of
irrevocable undertakings received by SEGRO are set out in Appendix 3 to the
full announcement.
Appendix 4 to the full announcement contains property valuations supported by
valuation reports for each of SEGRO (as at 30 June 2024) and Tritax EuroBox
(as at 31 March 2024) pursuant to the requirements of Rule 29 of the City
Code. These property valuation reports will, subject to the requirements of
the City Code, be reproduced in the Scheme Document. CBRE has given and not
withdrawn its consent to the publication of its valuation reports in this
announcement in the form and context in which they are included.
Certain terms used in this announcement are defined in Appendix 5 to the full
announcement.
A copy of this announcement is available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, for inspection on
SEGRO's website at www.segro.com/investors/disclaimer-agreement-sept-24.
SEGRO will hold a briefing (SEGRO Live Q&A - September 2024) for analysts
at 8.00 a.m. (London time) today to discuss the Transaction. The SEGRO Live
Q&A - September 2024 will be audio only and will be accessible at 8.00
a.m. (London time) at the following link:
https://www.investis-live.com/segro/66c464b67caa6c1900338db2/aworg.
Enquiries:
SEGRO +44 (0) 20 7451 9100
David Sleath (Chief Executive)
Soumen Das (Chief Financial Officer)
Harry Stokes (Commercial Finance Director)
Claire Mogford (Head of Investor Relations)
UBS (Financial Adviser to SEGRO) +44 (0) 20 7567 8000
Fergus Horrobin
Jonathan Retter
Jonathan Rowley
Aadhar Patel
George Dracup
FTI Consulting (PR Adviser to SEGRO) +44 (0) 20 3727 1000
Richard Sunderland
Eve Kirmatzis
Tritax EuroBox +44 (0) 20 7290 1616
Robert Orr (Chair)
Phil Redding (CEO)
Mehdi Bourassi (CFO)
Charles Chalkly (Director of Investor Relations)
Lazard (Lead Financial Adviser to Tritax EuroBox) +44 (0) 20 7187 2000
Patrick Long
Jolyon Coates
Sebastian O'Shea-Farren
Barclays (Joint Financial Adviser and Joint Corporate Broker to Tritax +44 (0) 20 7623 2323
EuroBox)
Bronson Albery
Tom Macdonald
Callum West
Jefferies (Joint Financial Adviser and Joint Corporate Broker to Tritax +44 (0) 20 7029 8000
EuroBox)
Rishi Bhuchar
Ed Matthews
Gaudi Le Roux
Kekst CNC (PR Adviser to Tritax EuroBox)
Richard Campbell +44 (0) 7775 784 933
Guy Bates +44 (0) 7581 056 415
Tom Climie +44 (0) 7760 160 248
Slaughter and May is retained as legal adviser to SEGRO and Ashurst LLP is
retained as legal adviser to Tritax EuroBox.
Important Notices
This announcement is not intended to and does not constitute or form part of
any offer to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Transaction or otherwise. The Transaction will
be made solely pursuant to the terms of the Scheme Document (or, if the
Transaction is implemented by way of an Offer, the Offer Document) , which
will contain the full terms and conditions of the Transaction, including
details of what action is required from Tritax EuroBox Shareholders in
relation to the Transaction. Any decision in respect of, or other response
to, the Transaction should be made only on the basis of the information
contained in the Scheme Document (or, if the Transaction is implemented by way
of an Offer, the Offer Document).
This announcement does not constitute a prospectus or prospectus equivalent
document.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe any applicable
requirements. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Tritax EuroBox Shares with respect to the
Scheme at the Court Meeting, or to execute and deliver forms of proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Transaction disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared for the
purpose of complying with English law and the City Code and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom.
Copies of this announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. If the Transaction is
implemented by way of an Offer (unless otherwise permitted by applicable law
and regulation), the Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission, 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
and the Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
UBS is authorised and regulated by the Financial Market Supervisory Authority
in Switzerland. It is authorised by the Prudential Regulation Authority and
subject to regulation by the FCA and limited regulation by the Prudential
Regulation Authority in the United Kingdom. UBS is acting as adviser to SEGRO
and no one else in connection with the matters set out in this announcement.
In connection with such matters, UBS, its affiliates, and its or their
respective directors, officers, employees and agents will not regard any other
person as its client, nor will it be responsible to any other person for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any other matter referred to
herein.
Lazard, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as financial adviser to Tritax EuroBox and no one else in
connection with the Transaction and will not be responsible to anyone other
than Tritax EuroBox for providing the protections afforded to clients of
Lazard nor for providing advice in relation to the Transaction or any other
matters referred to in this announcement. Neither Lazard 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 Lazard in connection with the
Transaction, this announcement, any statement contained herein or otherwise.
Barclays which is authorised by the PRA and regulated in the United Kingdom by
the FCA and the PRA, is acting exclusively for Tritax EuroBox and no one else
in connection with the matters set out in this announcement and will not be
responsible to anyone other than Tritax EuroBox for providing the protections
afforded to clients of Barclays nor for providing advice in relation to the
matters set out in this announcement. In accordance with the City Code, normal
United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays
and its affiliates will continue to act as exempt principal trader in Tritax
EuroBox and SEGRO securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be made public in
the United Kingdom pursuant to the City Code will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.
Jefferies, which is authorised and regulated in the UK by the FCA, is acting
exclusively as financial adviser to Tritax EuroBox and no one else in
connection with the matters set out in this announcement and shall not be
responsible to anyone other than Tritax EuroBox for providing the protections
afforded to clients of Jefferies, nor for providing advice in connection with
the Transaction or any matters set out in this announcement. Neither Jefferies
nor any of its affiliates (nor any of its or their respective directors,
officers, employees, representatives or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Jefferies in connection with the
Transaction, this announcement, any statement contained herein or otherwise.
Information Relating to Tritax EuroBox Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by Tritax EuroBox Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Tritax EuroBox may be provided to SEGRO during the Offer Period as required
under Section 4 of Appendix 4 of the City Code.
Notice to US investors in Tritax EuroBox
The Transaction relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law.
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 Transaction is subject to the disclosure requirements
and practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy
solicitation rules. If, in the future, SEGRO exercises the right to
implement the Transaction by way of an Offer and determines to extend the
offer into the United States, the Transaction will be made in compliance with
applicable United States laws and regulations, including any applicable
exemptions under the US Securities Act or US Exchange Act. Financial
information included in this announcement and the Scheme Document (or, if the
Transaction is implemented by way of an Offer, the Offer Document) has been or
will have been prepared in accordance with accounting standards applicable in
the United Kingdom that 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 SEGRO Shares have not been and will not be registered under the US
Securities Act. Accordingly, the New SEGRO Shares may not be offered, sold,
resold, delivered, distributed or otherwise transferred, directly or
indirectly, in or into or from the United States absent registration under the
US Securities Act or an exemption therefrom. If the Transaction is effected by
way of a scheme of arrangement, any New SEGRO Shares will be issued to holders
of Tritax EuroBox Shares in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10) thereof.
In addition, the New SEGRO Shares will not be registered under any US state
securities laws and may only be issued to persons resident in a state pursuant
to an exemption from the registration requirements of the securities law of
such state.
The receipt of consideration by a US holder of Tritax EuroBox Shares for the
transfer of its Tritax EuroBox Shares pursuant to the Scheme may have tax
consequences in the US and such consequences, if any, are not described
herein. Each holder of Tritax EuroBox Shares is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Transaction applicable to them, including under applicable United States
state and local, as well as overseas and other, tax laws.
It may be difficult for US holders of Tritax EuroBox Shares to enforce their
rights and any claims arising under the US federal securities laws in
connection with the Transaction, since SEGRO and Tritax EuroBox are located in
a non-US jurisdiction, and some or all of their officers and directors may be
residents of a non-US jurisdiction. US holders of Tritax EuroBox Shares may
not be able to sue SEGRO or its officers or directors, or Tritax EuroBox or
its officers and directors, in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel SEGRO, Tritax
EuroBox and their respective affiliates to subject themselves to a US court's
jurisdiction or judgement.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Tritax EuroBox
and certain plans and objectives of SEGRO with respect thereto. These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often
use words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by Tritax EuroBox
and/or SEGRO in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors described in the context of such
forward-looking statements in this document could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no assurance can
be given that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this document. Neither Tritax
EuroBox or SEGRO assumes any obligation to update or correct the information
contained in this document (whether as a result of new information, future
events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions.
No Profit Forecasts or Estimates or Quantified Financial Benefits Statements
No statement in this announcement (including any statement of estimated
synergies) is intended as a profit forecast or estimate for any period or a
quantified financial benefits statement and no statement in this announcement
should be interpreted to mean that earnings or earnings per share or dividend
per share for SEGRO, Tritax EuroBox 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
SEGRO or Tritax EuroBox as appropriate.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested in one per
cent. 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 p.m. (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10(th) 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 City Code, any person who is, or becomes, interested
in one per cent. 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, 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 p.m. (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 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.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Publication on Website 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 City Code will be available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on SEGRO's website at
www.segro.com/investors/disclaimer-agreement-sept-24 and on Tritax EuroBox's
website at
https://www.tritaxeurobox.co.uk/investors/shareholder-information/recommended-all-share-offer
by no later than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, the contents of the websites
referred to in this announcement are not incorporated into and do not form
part of this announcement.
In accordance with Rule 30.3 of the City Code, Tritax EuroBox Shareholders and
persons with information rights may request a hard copy of this announcement
by contacting Tritax EuroBox's registrars, Computershare Investor Services PLC
at Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol, BS99 6ZZ, or by calling on 0370 703 0010 or +44 370 703 0010 if
calling from outside the UK. 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 8.30 a.m.
to 5.30 p.m. (London time), Monday to Friday (except public holidays in
England and Wales). Please note that Computershare Investor Services PLC
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 Transaction should be in hard copy form.
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 independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Time
All references to time in this announcement are to London time, unless
otherwise stated.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO
ANY RESTRICTED JURISDICTIONS OR JURISDICTIONS WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONS.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) NO 596/2014 (AS IT FORMS PART OF UK DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018). UPON PUBLICATION
OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE.
4 September 2024
Recommended All-Share Offer
by
SEGRO plc ("SEGRO")
for
Tritax EuroBox plc ("Tritax EuroBox")
to be effected by means of a scheme of arrangement under part 26 of the
Companies Act 2006
1. Introduction
The Boards of Tritax EuroBox and SEGRO are pleased to announce that they have
reached agreement on the terms of a recommended all-share offer by SEGRO for
the entire issued and to be issued share capital of Tritax EuroBox.
It is intended that the Transaction will be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act
2006. The purpose of the Scheme is to enable SEGRO to acquire the whole of the
issued and to be issued share capital of Tritax EuroBox.
2. The Transaction
Under the terms of the Scheme, which will be subject to the Conditions and
other terms set out in this announcement and to the full terms to be set out
in the Scheme Document, Tritax EuroBox Shareholders will be entitled to
receive:
For each Tritax EuroBox Share: 0.0765 New SEGRO Shares (the
"Exchange Ratio")
In addition, Tritax EuroBox Shareholders will be entitled to receive and
retain a dividend of 1.25 cents per share (equivalent to approximately 1.05
pence per share at the current exchange rate) in respect of the quarter ending
30 September 2024, to be announced, declared and paid prior to the Effective
Date to Tritax EuroBox Shareholders who are on the register at the relevant
record time in relation to such dividend (the "Tritax EuroBox Fourth Interim
Dividend"), the aggregate value of the New SEGRO Shares to be issued pursuant
to the Exchange Ratio and the Tritax EuroBox Fourth Interim Dividend together
being the "Transaction Value".
For the avoidance of doubt, Tritax EuroBox Shareholders will also continue to
be entitled to receive and retain the previously declared dividend of 1.25
cents per share (equivalent to approximately 1.05 pence per share at the
current exchange rate) in respect of the quarter ending 30 June 2024 that was
declared on 8 August 2024 and which is payable on or around 13 September 2024
to Tritax EuroBox Shareholders who are on the register at the close of
business on 16 August 2024 (the "Tritax EuroBox Third Interim Dividend") (the
Tritax EuroBox Third Interim Dividend and the Tritax EuroBox Fourth Interim
Dividend together being the "Tritax EuroBox Interim Dividends").
Based on the closing price per SEGRO Share of 880.0 pence as at 3 September
2024 (being the last Business Day prior to the date of this announcement), the
Transaction Value values each Tritax EuroBox Share at 68.4 pence, equivalent
to approximately 81.1 cents at the current exchange rate, representing:
· a premium of approximately 27 per cent. to the closing price per
Tritax EuroBox share of 53.8 pence as at 31 May 2024, being the last Business
Day prior to the commencement of the current Offer Period (the "Undisturbed
Date");
· a premium of approximately 27 per cent. to the volume-weighted
average price per Tritax EuroBox share of 53.8 pence for the 3-month period
prior to the Undisturbed Date;
· a discount of approximately 14 per cent. to Tritax EuroBox's last
reported IFRS NAV and EPRA NDV per share of 93.9 cents as at 31 March 2024;
and
· an implied Topped-up Net Initial Yield of 5.2 per cent.
On the basis set out above, the Transaction Value values the entire issued and
to be issued ordinary share capital of Tritax EuroBox at approximately £552
million (approximately €654 million at the current exchange rate) which,
based on Tritax EuroBox's net debt as at 31 March 2024, implies an enterprise
value of approximately £1,101 million (approximately €1,306 million at the
current exchange rate).
In addition, based on the volume-weighted average prices per SEGRO Share of
881.7 pence and 895.8 pence for the 1-month and 3-month period prior to 3
September 2024, the Transaction Value values each Tritax EuroBox Share at 68.5
pence and 69.6 pence respectively, equivalent to approximately 81.3 cents and
82.5 cents respectively at the current exchange rate, representing:
· premia of approximately 27 per cent. and 29 per cent.
respectively to the closing price per Tritax EuroBox share of 53.8 pence as at
the Undisturbed Date;
· premia of approximately 27 per cent. and 29 per cent.
respectively to the volume-weighted average price per Tritax EuroBox share of
53.8 pence for the 3-month period prior to the Undisturbed Date;
· a discount of approximately 13 per cent. and 12 per cent.
respectively to Tritax EuroBox's last reported IFRS NAV and EPRA NDV per share
of 93.9 cents as at 31 March 2024; and
· an implied Topped-up Net Initial Yield of 5.2 per cent. and 5.2
per cent. respectively.
On the basis set out above, the Transaction Value values the entire issued and
to be issued ordinary share capital of Tritax EuroBox at approximately £553
million and £561 million respectively (approximately €656 million and
€666 million respectively at the current exchange rate) which, based on
Tritax EuroBox's net debt as at 31 March 2024, implies an enterprise value of
approximately £1,102 million and £1,111 million respectively (approximately
€1,307 million and €1,318 million respectively at the current exchange
rate).
Immediately following the Effective Date, it is expected that SEGRO
Shareholders will own approximately 96 per cent., and Tritax EuroBox
Shareholders will own approximately 4 per cent., of SEGRO's enlarged issued
share capital.
SEGRO will have the right to reduce the Exchange Ratio by the amount of any
dividend (or other distribution) which is paid or becomes payable by Tritax
EuroBox to Tritax EuroBox Shareholders other than, or in excess of, the Tritax
EuroBox Interim Dividends. Further details of these terms are set out in
paragraph 12 of this announcement.
Tritax EuroBox Shares to be acquired under the Transaction will be acquired
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 voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this announcement other than the Tritax EuroBox Interim Dividends.
Any new Tritax EuroBox Shares issued to SEGRO pursuant to the Scheme will be
issued on the same basis.
3. Information relating to SEGRO
SEGRO is a UK REIT listed on the London Stock Exchange and Euronext Paris and
a constituent of the FTSE 100 Index with a market capitalisation of £11.9
billion as at 3 September 2024, being the last Business Day prior to the date
of this announcement, equivalent to approximately €14.1 billion at the
current exchange rate.
For over 100 years, SEGRO has been creating the space that enables
extraordinary things to happen. From modern big box warehouses, used primarily
for regional, national and international distribution hubs, to urban
warehousing located close to major population centres and business districts,
it provides high-quality assets that allow its customers to thrive.
SEGRO is a leading owner, manager and developer of modern warehouses and
industrial property, with assets under management of 10.8 million square
metres (116 million square feet) valued at £20.6 billion at 30 June 2024,
serving customers from a wide range of industry sectors. Its properties are
located in and around major cities and at key transportation hubs in the UK
and in seven other European countries.
A commitment to be a force for societal and environmental good is integral to
SEGRO's purpose and strategy. Its Responsible SEGRO framework focuses on three
long-term priorities where it believes it can make the greatest impact:
championing low-carbon growth, investing in local communities and environments
and nurturing talent.
4. Information relating to Tritax EuroBox
Tritax EuroBox is a UK investment trust listed on the London Stock Exchange
since 2018 and a constituent of the FTSE 250 index with a market
capitalisation of £434 million as at the Undisturbed Date, equivalent to
approximately €515 million at the current exchange rate.
Tritax EuroBox is a specialist investor in high-quality, Continental European
logistics real estate with a portfolio of 1.5 million square metres of space
(16.2 million square feet) valued at approximately €1.5 billion as at 31
March 2024. Its well-located properties have robust income characteristics and
are diversified across major distribution corridors in key European markets.
Tritax EuroBox's approach - which is primarily based on the ownership and
management of a stabilised portfolio of core assets combined with carefully
managed exposure to asset management and development risk - is to deliver
income growth through the economic cycle. In doing so, Tritax EuroBox supplies
some of the world's most ambitious companies with ESG-led, modern logistics
space that helps to meet their strategic objectives and support their growth
across core European markets.
Tritax EuroBox is currently managed by the Manager, a full-service investor in
supply chain real assets. As set out in further detail in paragraph 9, it is
intended that the Investment Management Agreement between Tritax EuroBox and
the Manager will be terminated in connection with the Transaction.
5. Background to and reasons for the Transaction
SEGRO has a clear and consistent strategy that has been a key driver of its
success. Central to that strategy has been a focus on owning the highest
quality assets in Europe's most attractive industrial and logistics markets,
and an active development programme. This, combined with the benefits of a
market-leading operating platform, has resulted in a cumulative average Total
Accounting Return of 10 per cent. over the five years to 31 December 2023.
SEGRO considers an acquisition of Tritax EuroBox to be a compelling strategic
opportunity which will benefit its shareholders. Both SEGRO and Tritax EuroBox
have pursued a strategy based on owning prime assets in Europe's major
logistics hubs and along key transportation corridors, where occupier demand
is most resilient. SEGRO believes that Tritax EuroBox's well-diversified and
high-quality property portfolio, most of which is in existing core markets,
will complement its current Continental European big box portfolio (including
those managed under its SELP joint venture) and strengthen this part of its
business. 84 per cent. of Tritax EuroBox's portfolio value is located in
SEGRO's core Continental European markets, with the majority of this in
Germany and the Netherlands. The average age of Tritax EuroBox's portfolio is
6.3 years and SEGRO believes that Tritax EuroBox's portfolio of modern,
sustainable big box logistics assets is suited to a wide range of potential
occupiers.
The Tritax EuroBox portfolio has strong income and growth characteristics,
which align well with SEGRO's own investment objectives. Based on the
Transaction Value at the time of announcement, SEGRO would acquire the Tritax
EuroBox assets at a 5.2 per cent. implied Topped-up Net Initial Yield.
Furthermore, Tritax EuroBox's portfolio is in major logistics hubs, where
occupier demand is widest and most resilient. SEGRO believes that the balance
of supply and demand for this type of big box logistics space is supportive of
further rental growth. Tritax EuroBox's rental income has reversionary
potential of 21 per cent. and 82 per cent. of Tritax EuroBox's rent-roll is
index-linked.
In addition, SEGRO expects to realise substantial savings in Tritax EuroBox's
administrative costs, including through a termination of the existing
Investment Management Agreement with the Manager and by benefiting from the
removal of other corporate expenditure associated with Tritax EuroBox
currently being an independent listed company. In respect of the financial
year ended 30 September 2023, Tritax EuroBox paid investment management fees
of €9.3 million.
SEGRO also expects to continue to benefit from a strong balance sheet. SEGRO
has reached an agreement with the USPP Noteholders to waive their
change-of-control rights and roll the €200 million USPP Notes issued by
Tritax EuroBox into SEGRO with SEGRO becoming a parent guarantor of such USPP
Notes. The €500 million Green Bonds issued by Tritax EuroBox will roll into
SEGRO on existing terms. Based on the amended terms of the USPP Notes, SEGRO
will assume Tritax EuroBox's existing debt at an attractive weighted average
cost of debt of 1.5 per cent. with a weighted average maturity of 3 years.
Following the Effective Date, SEGRO expects no significant change to its
leverage position, with pro forma LTV expected to continue to be approximately
30 per cent.
SEGRO expects the Transaction to be accretive to both EPRA NTA per share and
adjusted earnings per share immediately following the Effective Date.
SEGRO believes that Tritax EuroBox Shareholders will enjoy a number of
benefits in a combined group, including:
· a more diversified exposure to the industrial and logistics
sector arising from a wider range of customers across the combined Continental
European big box logistics portfolio, complemented by SEGRO's UK big box
logistics parks in the core Midlands markets, as well as its unique portfolio
of urban warehouse assets in and around Europe's largest cities;
· SEGRO has an active development programme which has historically
delivered an average yield on cost of 7 per cent. The development programme
also includes a significant pipeline of opportunities in the fast-growing
European data centre market;
· access to SEGRO's internally managed operating platform, focused
on delivering operational excellence which is a core pillar of SEGRO's
strategy. SEGRO has dedicated asset and property management teams which
operate from offices close to its major assets, allowing a direct and
long-standing relationship with its customers, reflected in a history of high
retention rates and strong customer satisfaction;
· SEGRO's history of growth in earnings and dividends, which has
averaged 7-8 per cent. per year over the past five years. 85 per cent. of
adjusted earnings has been distributed in dividends each year during this
period;
· SEGRO's greater capacity for investment at attractive points in
the cycle based on SEGRO's lower leverage, higher credit rating, longer debt
maturity and proven access to debt and equity markets; and
· significantly increased share liquidity and access to index
weightings, with average daily trading volumes of £17 million on the London
Stock Exchange (and £80 million across all lines) over the last 12 months.
SEGRO believes that the Transaction represents an attractive proposition for
Tritax EuroBox Shareholders, including on the basis of SEGRO's 1-month and
3-month volume-weighted average prices. The Transaction provides a significant
premium to the price per Tritax EuroBox Share as at the Undisturbed Date and a
much narrower discount to last reported EPRA NTA compared to the position as
at the Undisturbed Date, with the option either to retain exposure to the
sector through holding shares in the combined group, or to realise value by
taking advantage of SEGRO's superior liquidity and selling shares for cash.
6. Background to and reasons for the Recommendation
Since listing on the London Stock Exchange in 2018 ("IPO"), Tritax EuroBox has
curated a well-diversified portfolio of modern, purpose-built logistics assets
that fulfil crucial roles in distribution supply chains. Its modern "Big Box"
properties are let to high-quality customers and are located in established
logistics markets near major population centres across core Continental
European countries. The make-up of the portfolio and the supportive
structural growth drivers - namely the continued growth of e-commerce, the
need for customers to build resilience into their supply chains, and the
necessity for businesses to operate from sustainable buildings with the best
ESG credentials - have enabled Tritax EuroBox to capture consistent rental
growth and generate an attractive income stream for shareholders in line with
its strategy.
While these structural drivers and the sector investment thesis remain
compelling, the global interest rate environment has changed materially over
the last 24 months. Tritax EuroBox has been actively managing its portfolio to
position it for these higher interest rate levels and the expectation of
significant increases in financing costs as the Company's debt facilities
reach maturity, in particular its €500 million Green Bonds due June 2026,
which will have a material impact on the Company's earnings and dividend
trajectory. Tritax EuroBox has made continued progress with its strategic
priorities, as originally set out in December 2022. This has included lowering
its cost ratio to within the target range of 20 to 25 per cent., reducing
balance sheet leverage with the further advancement of Tritax EuroBox's
planned disposal programme, and ensuring the dividend remained fully
covered. Despite this progress, the Board of Tritax EuroBox is acutely aware
of the significant discounts to IFRS NAV / EPRA NDV and EPRA NTA at which its
shares were consistently trading prior to the current Offer Period. The Board
of Tritax EuroBox is also mindful that smaller investment trusts such as
Tritax EuroBox as well as smaller UK REITs have experienced low levels of
trading liquidity compared to larger peers. Collectively, these issues act as
a significant constraint on Tritax EuroBox's cost of capital which in turn
impacts its ability to access capital to grow and generate attractive returns
for its shareholders.
In view of these challenges, the Board of Tritax EuroBox undertook a
comprehensive review of strategic options in April 2024 with the objective of
delivering value for all shareholders in an effective and efficient manner.
The Board of Tritax EuroBox considered various scenarios for Tritax EuroBox as
an independent company (including refinancing and a significant return of
capital funded by disposals), mergers with third parties, a sale of the
company and a managed wind-down. The Board of Tritax EuroBox has always sought
a clear understanding of the perspectives of Tritax EuroBox's key stakeholders
to inform its decision making and as such has engaged extensively with
shareholders, particularly over the months both prior to and following the
company's half-year results announcement in May 2024.
Since the commencement of the Offer Period on 3 June 2024, the Board of Tritax
EuroBox has received and / or solicited expressions of interest regarding a
potential sale of Tritax EuroBox from a number of different parties. The Board
of Tritax EuroBox has carefully reviewed and negotiated a range of proposals,
which included offers for the Company in shares or cash, or the acquisition of
the Company's assets (in whole or in part) for cash. The Board of Tritax
EuroBox has compared the proposals both to one another and to Tritax EuroBox's
standalone prospects, as well as the strategic options considered in April
2024 which have been kept under constant review during the Offer Period.
On the basis of this comprehensive assessment, the Board of Tritax EuroBox
believes that the Transaction with SEGRO represents a compelling opportunity
for Tritax EuroBox Shareholders to achieve a significant and immediate uplift
in the value of their investment with the prospect of stronger total
shareholder returns and optionality by virtue of enhanced liquidity. By
exchanging their shares in Tritax EuroBox for shares in SEGRO, Tritax EuroBox
Shareholders would have the option either to:
· retain exposure to the European industrial and logistics sector,
through holding shares in the largest and most liquid REIT in Europe, while
benefiting from further upside potential from a recovery in market conditions,
exposure to an active development programme and the value creation resulting
from the Transaction; or
· sell their New SEGRO Shares for cash, taking advantage of SEGRO's
significantly greater liquidity, due to SEGRO's £11.9 billion market
capitalisation, 100 per cent. free float, primary listing on the London Stock
Exchange with a secondary listing on Euronext Paris, and membership of the
FTSE 100.
In making its recommendation, the Board of Tritax EuroBox also notes the
following in relation to the Transaction, its terms and SEGRO's prospects,
track record and share liquidity:
· based on the closing price per SEGRO Share of 880.0 pence as at 3
September 2024 (being the last Business Day prior to the date of this
announcement), and its 1-month and 3-month volume weighted average prices, the
implied premia of 27 per cent., 27 per cent., and 29 per cent. respectively to
Tritax EuroBox's share price of 53.8 pence as at the Undisturbed Date, noting
that the share prices of peers focused on Continental European logistics
property have fallen by an average of 6.7 per cent. since that date;
· on the same basis as above, the substantially narrower implied
discounts to Tritax EuroBox's last reported EPRA NTA per share of 96.2 cents.
of 16 per cent., 16 per cent., and 14 per cent. respectively compared to 34
per cent. for Tritax EuroBox as at the Undisturbed Date and the average of 38
per cent. prior to that date during 2024;
· the still narrower discounts of 14 per cent., 13 per cent., and
12 per cent. respectively to Tritax EuroBox's last reported IFRS NAV and EPRA
NDV per share of 93.9 cents, noting that the purchase price adjustment that a
buyer of the portfolio would conventionally seek is estimated at €40 million
as compared to the last reported deferred tax liability of €19.3 million
under IFRS;
· SEGRO's materially greater and less volatile market valuation
relative to Tritax EuroBox's, with an average premium to last reported EPRA
NTA per share of 8 per cent. since Tritax EuroBox's IPO compared to a 17 per
cent. discount for Tritax EuroBox;
· the quality, scale and diversification of SEGRO's substantially
larger portfolio of well-located urban and big box logistics assets in and
around major cities and transportation hubs both in the UK and across
Continental Europe, which - combined with SEGRO's active development programme
- provide an attractive outlook for earnings and dividend growth;
· SEGRO's track record of generating strong returns for
shareholders, reflected in an annualised total shareholder return ("TSR") of
7.5 per cent. per annum since Tritax EuroBox's IPO.
7. Recommendation
The Tritax EuroBox directors, who have been so advised by Lazard, Barclays and
Jefferies as to the financial terms of the Transaction, consider the terms of
the Transaction to be fair and reasonable. In providing their advice Lazard,
Barclays and Jefferies have taken into account the commercial assessments of
the Tritax EuroBox directors. Lazard is providing independent financial advice
to the Tritax EuroBox directors for the purposes of Rule 3 of the City Code.
Accordingly, the Tritax EuroBox directors intend unanimously to recommend that
Tritax EuroBox Shareholders vote in favour of the resolutions relating to the
Transaction at the Meetings (or in the event that the Transaction is
implemented by way of an Offer, to accept or procure acceptance of such offer)
as the Tritax EuroBox directors have irrevocably undertaken to do in respect
of their own beneficial holdings (and the beneficial holdings of their close
relatives and related trusts) of 612,494 Tritax EuroBox Shares in aggregate
representing approximately 0.08 per cent. of Tritax EuroBox's issued share
capital on 3 September 2024 (being the last Business Day before this
announcement).
8. Irrevocable Undertakings
As described above, each of the Tritax EuroBox directors who hold Tritax
EuroBox Shares have irrevocably undertaken to vote (or, where applicable,
procure voting) in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the Tritax EuroBox General Meeting (or, in the
event that the Transaction is implemented by an Offer, to accept (or procure
the acceptance of) such Offer), in respect of their own beneficial holdings
(and have undertaken to procure that their close relatives and related trusts
do so in respect of their respective beneficial holdings) of, in aggregate,
612,494 Tritax EuroBox Shares, representing approximately 0.08 per cent. of
Tritax EuroBox's issued share capital on 3 September 2024 (being the last
Business Day prior to the date of this announcement).
Further details of these irrevocable undertakings (including the circumstances
in which they will fall away) are set out in Appendix 3 to this announcement.
9. Intentions of SEGRO with regard to the business of Tritax EuroBox
Investment management arrangements
On the date of this announcement, SEGRO, Tritax EuroBox and the Manager have
entered into the IMA Termination Agreement pursuant to which the parties have
agreed inter alia that the Investment Management Agreement will terminate
conditional upon, and with effect from, the Effective Date. The key terms of
the IMA Termination Agreement are described in paragraph 10 below. Tritax
EuroBox shall pay an amount equal to approximately €14.5 million to the
Manager in connection with such termination, as well as all management fees
and expenses accrued up to the Effective Date. The investment management
fees historically paid are detailed in Tritax EuroBox's annual report and
accounts and amounted to €9.3 million for the financial year ended 30
September 2023.
Tritax EuroBox and the Manager do not expect the employment of any persons
employed by the Manager to transfer to SEGRO or Tritax EuroBox as a result of
the termination of the Investment Management Agreement. In the event that
liabilities related to the employees of the Manager transfer to SEGRO or
Tritax EuroBox, the Manager will indemnify SEGRO and Tritax EuroBox against
such liabilities.
Property strategy
SEGRO has a clear and consistent strategy that has been a key driver of its
success. Central to this strategy has been a focus on owning the highest
quality assets in Europe's most attractive industrial and logistics markets,
alongside an active development programme.
Approximately one third of SEGRO's headline rent (at share) is focused on big
box assets, located in key logistics hubs and along major transportation
corridors where occupier demand is most resilient. Tritax EuroBox's property
portfolio consists of well diversified, modern assets that SEGRO expects to
complement its own portfolio and strengthen its Continental European business
(including its joint venture SELP).
SEGRO expects, over the short to medium term, to continue to actively manage
the composition of its well-diversified portfolio of logistics assets, and
adapt its capital allocation strategy according to its assessment of the
property cycle. Accordingly, SEGRO may, in the usual course of its business,
recycle capital through disposals, including to its strategic partnerships.
The timing and phasing of such disposals will be based upon prevailing market
conditions and the asset-specific characteristics and asset management
potential of any such disposals.
Tritax EuroBox is currently in discussions to dispose of its assets located in
Sweden. It is anticipated that, subject to agreeing binding terms with the
third party purchaser, completion of the disposal of these assets will occur
in the fourth quarter of 2024.
Employees, fixed assets, research and development
As Tritax EuroBox is an externally managed investment trust, Tritax EuroBox
does not have any employees and therefore does not operate any pension
schemes, nor does it have any arrangements in place for any employee
involvement in its capital.
Tritax EuroBox has no place of business, fixed assets (other than its property
portfolio), research and development function or headquarters.
Board composition and governance arrangements
SEGRO intends to delist Tritax EuroBox immediately following the Effective
Date. Consequently, Tritax EuroBox will not require listed company governance
structures and, accordingly, it is intended that each of the Tritax EuroBox
directors will resign from the Board of Tritax EuroBox and its subsidiaries
(as applicable) on the Effective Date.
UK REIT status and AIF status
Tritax EuroBox is an HMRC approved investment trust and SEGRO falls within the
UK REIT regime; Tritax EuroBox and SEGRO therefore each benefit from the tax
efficiencies provided by each such regime (as applicable). Following the
Effective Date, Tritax EuroBox will cease to have been an investment trust
effective from the start of the accounting period in which the Transaction
takes place. However, the intention is that the combined group will continue
to benefit from the UK REIT regime and the relevant tax measures will continue
to apply to the combined group.
SEGRO intends that following the Effective Date, Tritax EuroBox will cease to
be a collective investment undertaking and therefore will no longer constitute
an alternative investment fund (in each case within the meaning of the UK
AIFMD).
SEGRO listing and registered office
Following the Effective Date, SEGRO will remain listed on the Official List
and admitted to trading on the Main Market. The registered office of SEGRO
will remain at 1 New Burlington Place, London, England, W1S 2HR.
Trading facilities
It is intended that dealings in, and registration of transfers of, Tritax
EuroBox Shares (other than the registration of the transfer of the Scheme
Shares to SEGRO 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 the Tritax EuroBox Shares on the Main Market, and to the FCA to
cancel the listing of the Tritax EuroBox 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 the Tritax EuroBox Shares
can be found in paragraph 14 of this announcement.
No statements in this paragraph 9 are "post-offer undertakings" for the
purposes of Rule 19.5 of the City Code.
10. Offer-related Arrangements
Tritax EuroBox Confidentiality Agreement
SEGRO and Tritax EuroBox have entered into a confidentiality agreement dated
19 June 2024 pursuant to which SEGRO has undertaken to, among other things,
hold information relating to the Transaction and Tritax EuroBox in strict
confidence and use it solely for the purpose of implementing the Transaction.
SEGRO can only disclose such confidential information to certain permitted
parties or if required by law or regulation. The agreement also includes
customary non-solicitation obligations on SEGRO. SEGRO has also agreed to
certain standstill undertakings, all of which cease to apply upon the release
of this announcement.
SEGRO Confidentiality Agreement
SEGRO and Tritax EuroBox have entered into a further confidentiality agreement
dated 25 July 2024 pursuant to which Tritax EuroBox has undertaken to hold
information relating to the Transaction and SEGRO in strict confidence and use
it solely for the purpose of implementing the Transaction. Tritax EuroBox can
only disclose such confidential information to certain permitted parties or if
required by law or regulation. The agreement also includes customary
non-solicitation obligations on Tritax EuroBox.
IMA Termination Agreement
On the date of this announcement, SEGRO, Tritax EuroBox and the Manager have
entered into the IMA Termination Agreement pursuant to which the parties have
agreed inter alia that:
· the Investment Management Agreement will terminate conditional upon, and with effect from, the Effective Date;
· Tritax EuroBox shall pay an amount equal to approximately €14.5 million to the Manager in connection with termination of the Investment Management Agreement, as well as all management fees and expenses accrued up to the Effective Date;
· from the Effective Date until the later of (i) 31 January 2025 and (ii) the date falling three months after the Effective Date, the Manager shall provide certain transitional services to Tritax EuroBox, including financial reporting and administration services; and
· during the transitional services period, the Manager shall co-operate with SEGRO and Tritax EuroBox and provide all necessary assistance in order to facilitate an orderly handover to SEGRO of the services provided by the Manager to the Tritax EuroBox Group, including the provision of books, records and documents relating to the assets of the Tritax EuroBox Group.
In addition, the IMA Termination Agreement contains certain TUPE-related
provisions, including:
· an acknowledgement by the parties that they do not intend nor expect TUPE to apply to the cessation of any services provided by the Manager or the termination of the Investment Management Agreement; and
· an indemnity from the Manager to SEGRO to cover liabilities incurred by SEGRO arising from any transfer or alleged transfer of an employee to SEGRO as a result of the cessation of any services provided by the Manager or the termination of the Investment Management Agreement.
The parties to the IMA Termination Agreement have also agreed that, if the
Panel determines that any provision of the IMA Termination 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 Effective Date, is not permitted by Rule 21.2 of the
City Code, that provision shall have no effect and shall be disregarded.
Regulatory Co-operation Agreement
On the date of this announcement, SEGRO and Tritax EuroBox have entered into
the Regulatory Co-operation Agreement pursuant to which Tritax EuroBox has
agreed to cooperate with SEGRO to assist with the satisfaction of the
clearance required from the FCO in connection with the Transaction and SEGRO
has entered into commitments to obtain such clearance.
The Regulatory Co-operation Agreement will terminate, inter alia: (i) if the
Transaction is withdrawn or lapses; (ii) if prior to the Long-Stop Date any
Condition has been invoked by SEGRO (where permitted by the Panel); (iii) at
SEGRO's election if the Tritax EuroBox directors withdraw their recommendation
of the Transaction or if the Tritax EuroBox directors recommend a competing
proposal; (iv) if the Scheme does not become effective in accordance with its
terms by the Long-Stop Date; or (v) otherwise as agreed between SEGRO and
Tritax EuroBox.
USPP Amendment Letter
SEGRO and Tritax EuroBox have entered into an Information, Waiver, Consent and
Amendment Letter (the "USPP Amendment Letter") dated on or around the date of
this announcement with the USPP Noteholders, whereby, inter alia, (i) the USPP
Noteholders have agreed to waive certain provisions in the note purchase
agreement dated 1 December 2021 under which the USPP Notes were issued (the
"USPP NPA"), including the change of control of Tritax EuroBox, that in
relation to the completion of the Transaction would otherwise entitle the USPP
Noteholders to demand prepayment of the USPP Notes, (ii) the USPP Noteholders,
SEGRO and Tritax EuroBox have agreed to enter into an amendment and
restatement agreement pursuant to which the USPP NPA will be amended and
restated so as to reflect in all material respects, including in relation to
the financial and other negative covenants, the terms of SEGRO's note purchase
agreement dated 15 July 2022 pursuant to which SEGRO issued €225,000,000 of
senior notes, and (iii) upon the effectiveness of such amended and restated
note purchase agreement, (x) all guarantees of the USPP Notes provided by
subsidiaries of Tritax EuroBox under the USPP NPA will be released, and (y)
the interest rate on the USPP Notes will be increased by 1.50 per cent, with
effect from the Effective Date.
In connection with such USPP Amendment Letter, SEGRO has also agreed to
provide a parent guaranty of the USPP Notes effective from the Effective Date.
Clean Team Agreement
SEGRO and Tritax EuroBox have put in place a Clean Team Agreement dated 29
July 2024 which sets out how confidential information that is competitively
sensitive can be disclosed, used or shared between SEGRO's clean team
individuals and/or external advisers retained by SEGRO and Tritax EuroBox's
clean team individuals and/or external advisers retained by Tritax EuroBox.
11. Scheme of Arrangement
It is intended that the Transaction will be effected by a court sanctioned
scheme of arrangement between Tritax EuroBox and the Scheme Shareholders under
Part 26 of the Companies Act 2006. The purpose of the scheme is to provide for
SEGRO to become owner of the whole of the issued and to be issued share
capital of Tritax EuroBox.
Under the Scheme, the Transaction is to be achieved by the transfer of the
Scheme Shares held by Scheme Shareholders to SEGRO in consideration for which
Scheme Shareholders will receive the Transaction Value on the basis set out in
paragraph 2 of this announcement.
The Transaction will be subject to the Conditions and further terms and
conditions referred to in Appendix 1 to this announcement and to be set out in
the Scheme Document. The Conditions include (i) the Long-Stop Date; (ii) a
condition that the Meetings are held no later than the 22(nd) day after the
expected date of the Meetings to be set out in the Scheme Document in due
course (or such later date as may be agreed between SEGRO and Tritax EuroBox,
or (in a competitive situation) as may be specified by SEGRO with the consent
of the Panel and, if required, that the Court may allow); and (iii) a
condition that the Scheme is sanctioned by the Court no later than the 22(nd)
day after the expected date of the Scheme Court Hearing to be set out in the
Scheme Document in due course (or such later date as may be agreed between
SEGRO and Tritax EuroBox, or (in a competitive situation) as may be specified
by SEGRO with the consent of the Panel and, if required, that the Court may
allow).
Under Rule 13.5(a) of the City Code and subject to the paragraph immediately
below, SEGRO may only invoke a Condition so as to cause the Transaction not to
proceed, to lapse or to be withdrawn with the consent of 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 SEGRO in the
context of the Transaction. This will be judged by reference to the facts of
each case at the time that the relevant circumstances arise.
Conditions (a), (b) and (c) (as listed in Part A of Appendix 1 to this
announcement) (and, if applicable, any acceptance condition if the Transaction
is implemented by means of an Offer) are not subject to Rule 13.5(a) of the
City Code. All other Conditions are subject to Rule 13.5(a) of the City Code.
To become effective, the Scheme must be approved by a majority in number of
the Scheme Shareholders present and voting (and entitled to vote), either in
person or by proxy, representing not less than 75 per cent. of the Scheme
Shares held by such Scheme Shareholders. In addition a special resolution
must be passed at the Tritax EuroBox General Meeting, requiring the approval
of Tritax EuroBox Shareholders representing at least 75 per cent. of the votes
cast at the Tritax EuroBox General Meeting (either in person or by proxy). The
Tritax EuroBox General Meeting is expected to be held immediately after the
Court Meeting. In respect of the special resolution at the Tritax EuroBox
General Meeting, Tritax EuroBox Shareholders will be entitled to cast one vote
for each Tritax EuroBox Share held at the relevant record time.
Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme
will only become effective once a copy of the Scheme Court Order is delivered
to the Registrar of Companies.
Upon the Scheme becoming effective, it will be binding on all Tritax EuroBox
Shareholders, irrespective of whether or not they attended or voted at the
Meetings.
The Scheme is expected to become effective before the end of the calendar
year.
The Scheme Document will include full details of the Scheme, together with
notices of the Court Meeting and the Tritax EuroBox General Meeting and the
expected timetable for implementation of the Scheme, and will specify the
action to be taken by Scheme Shareholders in relation to the Court Meeting and
Tritax EuroBox Shareholders in relation to the Tritax EuroBox General Meeting.
The Scheme Document will be sent to Tritax EuroBox Shareholders as soon as
reasonably practicable and within 28 days of this announcement unless SEGRO
and Tritax EuroBox otherwise agree, and the Panel consents, to a later date.
The Scheme will be governed by English law. The Scheme will be subject to the
applicable requirements of the City Code, the Panel, the London Stock Exchange
and the FCA. The bases and sources of certain information contained in this
announcement are set out in Appendix 2 to this announcement. Certain terms
used in this announcement are defined in Appendix 5 to this announcement.
12. Dividends
In addition to the New SEGRO Shares to be issued pursuant to the Exchange
Ratio, Tritax EuroBox Shareholders will be entitled to receive and retain the
Tritax EuroBox Interim Dividends.
If, on or after the date of this announcement and on or prior to the Effective
Date, Tritax EuroBox announces, declares, makes or pays any dividend,
distribution or form of capital return that: (i) is a dividend in respect of
the period from 1 April 2024 to 30 June 2024 that exceeds the Tritax EuroBox
Third Interim Dividend; (ii) is a dividend in respect of the period from 1
July 2024 to 30 September 2024 that exceeds the Tritax EuroBox Fourth Interim
Dividend; or (iii) is any other dividend, distribution or form of capital
return, SEGRO shall be entitled either to:
· adjust the Exchange Ratio by an amount equivalent to: (i) in respect of the dividend for quarter ending 30 June 2024, the amount by which such dividend, distribution or form of capital return exceeds the Tritax EuroBox Third Interim Dividend; (ii) in respect of the dividend for the quarter ending 30 September 2024, the amount by which such dividend, distribution or form of capital return exceeds the Tritax EuroBox Fourth Interim Dividend; or (iii) in respect of any other dividend, distribution or form of capital return, the amount of such dividend, distribution or form of capital return, in which case references to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted; or
· pay an equalising dividend or property income distribution to SEGRO Shareholders so as to reflect the value attributable to (i) all or any part of such excess, or (ii) otherwise the amount of all or part of any such dividend, distribution or form of capital return (a "SEGRO Equalising Dividend"), without any consequential change to the Exchange Ratio.
Any exercise by SEGRO of the 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 terms of the Scheme.
In such circumstances, Tritax EuroBox Shareholders would be entitled to retain
any such dividend, distribution or other return of capital declared, made or
paid or which becomes payable.
13. Disclosure of Interests
Except for the irrevocable commitments referred to in section 8 above, as at
the date of this announcement, neither SEGRO, nor any of its directors, nor,
so far as SEGRO is aware, any person acting in concert (within the meaning of
the City Code) with SEGRO has:
· any interest in, or right to subscribe for, any Tritax EuroBox
Shares nor does any such person have any short position in Tritax EuroBox
Shares, including any short position under a derivative, any agreement to
sell, any delivery obligation or right to require another person to purchase
or take delivery of Tritax EuroBox Shares;
· any dealing arrangement of the kind referred to in Note 11 on the
definition of acting in concert in the City Code in relation to Tritax EuroBox
Shares or in relation to any securities convertible or exchangeable into
Tritax EuroBox Shares; or
· borrowed or lent any Tritax EuroBox Shares or entered into any
financial collateral arrangements relating to Tritax EuroBox Shares.
It has not been possible for SEGRO to make enquiries of all of its concert parties in advance of release of this announcement. Therefore, if SEGRO becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of Tritax EuroBox, details in respect of that will be included in SEGRO's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) to Rule 8 of the City Code.
14. Delisting and Re-registration
It is intended that dealings in, and registration of transfers of, Tritax
EuroBox Shares (other than the registration of the transfer of the Scheme
Shares to SEGRO pursuant to the Scheme) will be suspended shortly before the
Effective Date at a time to be set out in the Scheme Document.
Prior to the Scheme becoming effective, it is also intended that applications
will be made to the London Stock Exchange to cancel trading in Tritax EuroBox
Shares on the Main Market for listed securities and to the FCA to cancel the
listing of the Tritax EuroBox Shares on the Official List, in each case with
effect from or shortly following the Effective Date.
On the Effective Date, entitlements held within the CREST system to Tritax
EuroBox Shares will be cancelled, and share certificates in respect of Tritax
EuroBox Shares will cease to be valid.
As soon as possible after the Effective Date, it is intended that Tritax
EuroBox will be re-registered as a private limited company.
15. Admission of New SEGRO Shares
Once the Scheme has become effective, the New SEGRO Shares will be allotted to
the Tritax EuroBox Shareholders. The New SEGRO Shares will be issued credited
as fully paid and will rank pari passu in all respects with the SEGRO Shares
in issue at the time the New SEGRO Shares are issued pursuant to the
Transaction, including the right to receive and retain in full all dividends
and other distributions (if any) announced, declared, made or paid, or any
other return of value (whether by reduction of share capital or share premium
account or otherwise) made, in each case by reference to a record date falling
on or after the Effective Date.
Fractions of New SEGRO Shares will not be allotted or issued pursuant to the
Transaction and entitlements of Scheme Shareholders to New SEGRO Shares will
be rounded down to the nearest whole number of New SEGRO Shares. All
fractional entitlements to New SEGRO Shares will be aggregated and sold in the
market 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 pro rata to Scheme Shareholders entitled thereto.
However, individual entitlements to amounts of less than £5 will not be paid
to Tritax EuroBox Shareholders but will be retained for the benefit of SEGRO.
It is intended that applications will be made to the FCA and the London Stock
Exchange, respectively, for the New SEGRO Shares to be admitted to the
Official List of the FCA and to trading on the London Stock Exchange's Main
Market for listed securities ("London Admission") (as set out in further
detail in Condition (c)).
It is expected that the London Admission will become effective and dealings
for normal settlement in the New SEGRO Shares will commence at or shortly
after 8:00 a.m. on the first Business Day after the Effective Date.
It is also intended that an application will be made to Euronext Paris for the
New SEGRO Shares to be admitted to the regulated market of Euronext Paris
("Paris Admission") (as set out in further detail in Condition (c)).
It is expected that the Paris Admission will occur either on the same Business
Day as the London Admission, or within a few Business Days following
thereafter.
Further details on listing, dealing and settlement will be included in the
Scheme Document.
16. Valuations
As outlined in the CBRE valuation report set out in Part A of Appendix 4 to
this announcement (the "CBRE SEGRO Valuation Report"), SEGRO has disposed of a
number of property interests since 30 June 2024 (being the valuation date
under the CBRE SEGRO Valuation Report). For the purposes of Rule 29.5 of the
City Code, the SEGRO directors confirm that CBRE has confirmed to them that an
updated valuation of the properties in the CBRE SEGRO Valuation Report that
continue to be owned by SEGRO as at the date of this announcement would not be
materially different to the valuation contained in the CBRE SEGRO Valuation
Report.
As outlined in the CBRE valuation report set out in Part B of Appendix 4 to
this announcement (the "CBRE Tritax EuroBox Valuation Report"), Tritax EuroBox
has disposed of one property interest since 31 March 2024 (being the valuation
date under the CBRE Tritax EuroBox Valuation Report). For the purposes of Rule
29.5 of the City Code, the Tritax EuroBox directors confirm that CBRE has
confirmed to them that an updated valuation of the properties in the CBRE
Tritax EuroBox Valuation Report that continue to be owned by Tritax EuroBox as
at the date of this announcement would not be materially different to the
valuation contained in the CBRE Tritax EuroBox Valuation Report.
In the event that either SEGRO's or Tritax EuroBox's property portfolio was to be sold at the valuations contained in the valuation reports set out in Appendix 4 to this announcement, any gains realised on such disposals may be subject to taxation in the UK. Generally, capital gains arising from disposals by a UK REIT (such as SEGRO) of assets used in its property rental business should be exempt from UK corporation tax, however there are specific rules which can result in assets within the property rental business being subject to tax on disposal (for example where a property has been used for one or more periods of at least a year partly for the purposes of a property rental business and partly for other purposes, corporation tax is chargeable on the capital gains reasonably attributed to the other purposes). Capital gains arising on disposals by a UK REIT of shares in a UK property rich company should benefit from a partial exemption, the size of which depends on the percentage of the UK property rich company's assets which are used for the purposes of its property rental business. Capital gains arising from disposals by an investment trust (such as Tritax EuroBox) should generally be exempt from corporation tax, subject to certain anti-avoidance provisions. It should be noted, however, that Tritax EuroBox will cease to have been an investment trust from the start of the accounting period in which the Transaction takes place.
17. Consents
UBS, Lazard, Barclays, Jefferies and CBRE have each given and not withdrawn
their consent to the publication of this announcement with the inclusion in it
of the references to their respective names and (where applicable) advice in
the form and context in which they appear.
18. Documents available for inspection
Copies of the following documents required to be published pursuant to Rules
26.1 and 26.2 of the City Code will be available, subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, for
inspection on SEGRO's website at
www.segro.com/investors/disclaimer-agreement-sept-24 and on Tritax EuroBox's
website at
https://www.tritaxeurobox.co.uk/investors/shareholder-information/recommended-all-share-offer/
by no later than 12 noon (London time) on the Business Day following this
announcement:
a) this announcement;
b) the irrevocable commitments listed in Appendix 3 to this
announcement;
c) the property valuation reports set out in Appendix 4 to this
announcement from CBRE;
d) no material change letters from CBRE;
e) the Tritax EuroBox Confidentiality Agreement;
f) the SEGRO Confidentiality Agreement;
g) the IMA Termination Agreement;
h) the Regulatory Co-operation Agreement;
i) the USPP Amendment Letter;
j) the Clean Team Agreement; and
k) written consents provided by each of UBS, Lazard, Barclays, Jefferies
and CBRE referred to in paragraph 17 above.
For the avoidance of doubt, the contents of the websites referred to above or
elsewhere in this announcement and the contents of any other website
accessible from hyperlinks on such websites are not incorporated into and do
not form part of this announcement.
19. Rule 2.9 of the City Code
In accordance with Rule 2.9 of the City Code, SEGRO confirms that as at the
date of this announcement, it has in issue 1,352,370,760 ordinary shares of
10p each. The International Securities Identification Number (ISIN) of the
shares is GB00B5ZN1N88.
20. General
SEGRO reserves the right to elect, with the consent of the Panel (where
necessary), to implement the Transaction by way of an Offer for the entire
issued and to be issued share capital of Tritax EuroBox not already held by
SEGRO as an alternative to the Scheme. In such an event an Offer will be
implemented on substantially the same terms, so far as applicable, as those
which would apply to the Scheme, subject to appropriate amendments to reflect,
among other things, the change in method of effecting the Transaction
(including, without limitation: (i) the inclusion of an acceptance condition
set at 90 per cent. of the Tritax EuroBox Shares to which such Offer relates
(or such other percentage as the SEGRO may, subject to the rules of the City
Code and with the consent of the Panel, decide); (ii) the inclusion of a
long-stop date on which the Offer will cease to proceed, will lapse or will be
withdrawn in certain circumstances; and (iii) those amendments required by, or
deemed appropriate by, SEGRO under applicable law, including US securities
law).
If the Transaction is effected by way of an Offer and such Offer becomes or is
declared unconditional in all respects and sufficient acceptances are received
SEGRO intends to: (i) request the London Stock Exchange and the FCA to cancel
trading in Tritax EuroBox Shares on the London Stock Exchange's Main Market
for listed securities and the listing of the Tritax EuroBox Shares on the
Official List; and (ii) exercise its rights to apply the provisions of Chapter
3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining
Tritax EuroBox Shares in respect of which the Offer has not been accepted.
Important Notices
This announcement is not intended to and does not constitute or form part of
any offer to sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Transaction or otherwise. The Transaction will
be made solely pursuant to the terms of the Scheme Document (or, if the
Transaction is implemented by way of an Offer, the Offer Document) , which
will contain the full terms and conditions of the Transaction, including
details of what action is required from Tritax EuroBox Shareholders in
relation to the Transaction. Any decision in respect of, or other response
to, the Transaction should be made only on the basis of the information
contained in the Scheme Document (or, if the Transaction is implemented by way
of an Offer, the Offer Document).
This announcement does not constitute a prospectus or prospectus equivalent
document.
The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe any applicable
requirements. In particular, the ability of persons who are not resident in
the United Kingdom to vote their Tritax EuroBox Shares with respect to the
Scheme at the Court Meeting, or to execute and deliver forms of proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Transaction disclaim any responsibility or liability for the violation of such
restrictions by any person. This announcement has been prepared for the
purpose of complying with English law and the City Code and the information
disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom.
Copies of this announcement and any formal documentation relating to the
Transaction are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction. If the Transaction is
implemented by way of an Offer (unless otherwise permitted by applicable law
and regulation), the Offer may not be made directly or indirectly, in or into,
or by the use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission, 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
and the Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
UBS is authorised and regulated by the Financial Market Supervisory Authority
in Switzerland. It is authorised by the Prudential Regulation Authority and
subject to regulation by the FCA and limited regulation by the Prudential
Regulation Authority in the United Kingdom. UBS is acting as adviser to SEGRO
and no one else in connection with the matters set out in this announcement.
In connection with such matters, UBS, its affiliates, and its or their
respective directors, officers, employees and agents will not regard any other
person as its client, nor will it be responsible to any other person for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this announcement or any other matter referred to
herein.
Lazard, which is authorised and regulated in the United Kingdom by the FCA, is
acting exclusively as financial adviser to Tritax EuroBox and no one else in
connection with the Transaction and will not be responsible to anyone other
than Tritax EuroBox for providing the protections afforded to clients of
Lazard nor for providing advice in relation to the Transaction or any other
matters referred to in this announcement. Neither Lazard 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 Lazard in connection with the
Transaction, this announcement, any statement contained herein or otherwise.
Barclays which is authorised by the PRA and regulated in the United Kingdom by
the FCA and the PRA, is acting exclusively for Tritax EuroBox and no one else
in connection with the matters set out in this announcement and will not be
responsible to anyone other than Tritax EuroBox for providing the protections
afforded to clients of Barclays nor for providing advice in relation to the
matters set out in this announcement. In accordance with the City Code, normal
United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays
and its affiliates will continue to act as exempt principal trader in Tritax
EuroBox and SEGRO securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be made public in
the United Kingdom pursuant to the City Code will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com. This information will also be publicly
disclosed in the United States to the extent that such information is made
public in the United Kingdom.
Jefferies, which is authorised and regulated in the UK by the FCA, is acting
exclusively as financial adviser to Tritax EuroBox and no one else in
connection with the matters set out in this announcement and shall not be
responsible to anyone other than Tritax EuroBox for providing the protections
afforded to clients of Jefferies, nor for providing advice in connection with
the Transaction or any matters set out in this announcement. Neither Jefferies
nor any of its affiliates (nor any of its or their respective directors,
officers, employees, representatives or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Jefferies in connection with the
Transaction, this announcement, any statement contained herein or otherwise.
Information Relating to Tritax EuroBox Shareholders
Please be aware that addresses, electronic addresses and certain other
information provided by Tritax EuroBox Shareholders, persons with information
rights and other relevant persons for the receipt of communications from
Tritax EuroBox may be provided to SEGRO during the Offer Period as required
under Section 4 of Appendix 4 of the City Code.
Notice to US Investors in Tritax EuroBox
The Transaction relates to the shares of an English company and is being made
by means of a scheme of arrangement provided for under English company law.
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 Transaction is subject to the disclosure requirements
and practices applicable in the United Kingdom to schemes of arrangement which
differ from the disclosure requirements of the US tender offer and proxy
solicitation rules. If, in the future, SEGRO exercises the right to
implement the Transaction by way of an Offer and determines to extend the
offer into the United States, the Transaction will be made in compliance with
applicable United States laws and regulations, including any applicable
exemptions under the US Securities Act or US Exchange Act. Financial
information included in this announcement and the Scheme Document (or, if the
Transaction is implemented by way of an Offer, the Offer Document) has been or
will have been prepared in accordance with accounting standards applicable in
the United Kingdom that 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 SEGRO Shares have not been and will not be registered under the US
Securities Act. Accordingly, the New SEGRO Shares may not be offered, sold,
resold, delivered, distributed or otherwise transferred, directly or
indirectly, in or into or from the United States absent registration under the
US Securities Act or an exemption therefrom. If the Transaction is effected by
way of a scheme of arrangement, any New SEGRO Shares will be issued to holders
of Tritax EuroBox Shares in reliance upon the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10) thereof.
In addition, the New SEGRO Shares will not be registered under any US state
securities laws and may only be issued to persons resident in a state pursuant
to an exemption from the registration requirements of the securities law of
such state.
The receipt of consideration by a US holder of Tritax EuroBox Shares for the
transfer of its Tritax EuroBox Shares pursuant to the Scheme may have tax
consequences in the US and such consequences, if any, are not described
herein. Each holder of Tritax EuroBox Shares is urged to consult their
independent professional adviser immediately regarding the tax consequences of
the Transaction applicable to them, including under applicable United States
state and local, as well as overseas and other, tax laws.
It may be difficult for US holders of Tritax EuroBox Shares to enforce their
rights and any claims arising under the US federal securities laws in
connection with the Transaction, since SEGRO and Tritax EuroBox are located in
a non-US jurisdiction, and some or all of their officers and directors may be
residents of a non-US jurisdiction. US holders of Tritax EuroBox Shares may
not be able to sue SEGRO or its officers or directors, or Tritax EuroBox or
its officers and directors, in a non-US court for violations of the US
securities laws. Further, it may be difficult to compel SEGRO, Tritax
EuroBox and their respective affiliates to subject themselves to a US court's
jurisdiction or judgement.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Tritax EuroBox
and certain plans and objectives of SEGRO with respect thereto. These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often
use words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by Tritax EuroBox
and/or SEGRO in light of their experience and their perception of historical
trends, current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors described in the context of such
forward-looking statements in this document could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no assurance can
be given that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this document. Neither Tritax
EuroBox or SEGRO assumes any obligation to update or correct the information
contained in this document (whether as a result of new information, future
events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions.
No Profit Forecasts or Estimates or Quantified Financial Benefits Statements
No statement in this announcement (including any statement of estimated
synergies) is intended as a profit forecast or estimate for any period or a
quantified financial benefits statement and no statement in this announcement
should be interpreted to mean that earnings or earnings per share or dividend
per share for SEGRO, Tritax EuroBox 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
SEGRO or Tritax EuroBox as appropriate.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the City Code, any person who is interested in one per
cent. 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 p.m. (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10(th) 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 City Code, any person who is, or becomes, interested
in one per cent. 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, 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 p.m. (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 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.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Publication on Website 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 City Code will be available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on SEGRO's website at
www.segro.com/investors/disclaimer-agreement-sept-24 and on Tritax EuroBox's
website at
https://www.tritaxeurobox.co.uk/investors/shareholder-information/recommended-all-share-offer/
by no later than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, the contents of the websites
referred to in this announcement are not incorporated into and do not form
part of this announcement.
In accordance with Rule 30.3 of the City Code, Tritax EuroBox Shareholders and
persons with information rights may request a hard copy of this announcement
by contacting Tritax EuroBox's registrars, Computershare Investor Services PLC
at Computershare Investor Services PLC, The Pavilions, Bridgwater Road,
Bristol, BS99 6ZZ, or by calling on 0370 703 0010 or +44 370 703 0010 if
calling from outside the UK. 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 8.30 a.m.
to 5.30 p.m. (London time), Monday to Friday (except public holidays in
England and Wales). Please note that Computershare Investor Services PLC
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 Transaction should be in hard copy form.
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 independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Time
All references to time in this announcement are to London time, unless
otherwise stated.
APPENDIX 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE TRANSACTION
Part A
Conditions to the Transaction
(a) The Transaction will be conditional upon the Scheme
becoming unconditional and becoming effective by no later than 11:59 p.m. on
the Long-Stop Date.
Scheme approval condition
(b) The Scheme will be conditional upon:
(i) (1) 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) present and voting,
either in person or by proxy, at the Court Meeting and at any separate class
meeting which may be required by the Court or at any adjournment of any such
meeting; and (2) such Court Meeting and any such separate class 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, if
any, as: (x) SEGRO and Tritax EuroBox may agree; or (y) (in a competitive
situation) SEGRO may specify with the consent of the Panel, and in each case,
if required, that the Court may allow);
(ii) (1) all resolutions necessary to approve and
implement the Scheme being duly passed by the requisite majority or majorities
of Tritax EuroBox Shareholders at the Tritax EuroBox General Meeting or at any
adjournment of that meeting; (2) and such Tritax EuroBox General Meeting being
held on or before the 22(nd) day after the expected date of the Tritax EuroBox
General Meeting to be set out in the Scheme Document in due course (or such
later date, if any, as: (x) SEGRO and Tritax EuroBox may agree; or (y) (in a
competitive situation) SEGRO may specify with the consent of the Panel, and in
each case, if required, that the Court may allow); and
(iii) (1) the sanction of the Scheme with or without
modification (but subject to any such modification being acceptable to SEGRO
and Tritax EuroBox) by the Court and the delivery of a copy of the Scheme
Court Order to the Registrar of Companies in England and Wales; and (2) the
Scheme Court Hearing being held on or before the 22(nd) day after the expected
date of the Scheme Court Hearing to be set out in the Scheme Document in due
course (or such later date, if any, as: (x) SEGRO and Tritax EuroBox may
agree; or (y) (in a competitive situation) SEGRO may specify with the consent
of the Panel, and in each case, if required, that the Court may allow).
In addition, subject to: (i) the terms of Part B of this Appendix 1 and (ii)
the requirements of the Panel, SEGRO and Tritax EuroBox have agreed that the
Transaction 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 relevant, waived:
Other conditions
Listing Condition
(c) (i) the FCA having acknowledged to SEGRO or its agent
(and such acknowledgement not having been withdrawn) that the application for
the admission of the New SEGRO Shares to the equity shares in commercial
companies segment of the Official List has been approved and (after
satisfaction of any conditions to which such approval is expressed to be
subject ("Listing Conditions")) will become effective as soon as a dealing
notice has been issued by the FCA and any Listing Conditions having been
satisfied;
(ii) the London Stock Exchange having acknowledged to SEGRO or its agent (and
such acknowledgement not having been withdrawn) that the New SEGRO Shares will
be admitted to trading on the Main Market; and
(iii) Euronext Paris having acknowledged to SEGRO or its agent that the
application for the admission of the New SEGRO Shares to the regulated market
of Euronext Paris has been approved and will become effective on the date
mentioned on the Euronext notice issued by Euronext Paris.
Official authorisations, regulatory clearances and third party clearances
(d) confirmation having been received in writing from the
German Federal Cartel Office ("FCO") that the Transaction may proceed as the
preconditions for prohibition in s.36(I) of the German Act against Restraints
of Competition ("ARC") are not met and the FCO therefore does not intend to
initiate second phase proceedings under s.40(2) ARC; or the FCO not informing
SEGRO and/or Tritax EuroBox within one month of receipt of a complete
notification that it intends to initiate second phase proceedings under
s.40(2) ARC; or the FCO declaring that the Transaction does not need to be
filed;
(e) the waiver (or non-exercise within any applicable time
limits) by any relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution, any entity owned or controlled
by any relevant government or state, or any other body or person whatsoever in
any jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Tritax EuroBox Group taken as a whole) arising as a result of or
in connection with the Transaction including, without limitation, its
implementation and financing or the proposed direct or indirect acquisition of
any shares or other securities in, or control or management of, Tritax EuroBox
by SEGRO or any member of the Wider SEGRO Group;
(f) all necessary filings or applications having been
made in connection with the Transaction and all statutory or regulatory
obligations in any jurisdiction having been complied with in connection with
the Transaction or the acquisition by any member of the Wider SEGRO Group of
any shares or other securities in, or control of, Tritax EuroBox and all
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals reasonably deemed
necessary or appropriate by SEGRO or any member of the Wider SEGRO Group for
or in respect of the Transaction or the proposed acquisition of any shares or
other securities in, or control of, Tritax EuroBox by any member of the Wider
SEGRO Group having been obtained in terms and in a form satisfactory to SEGRO
from all appropriate Third Parties or persons with whom any member of the
Wider Tritax EuroBox Group has entered into contractual arrangements and all
such authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals together with all
authorisations orders, recognitions, grants, licences, confirmations,
clearances, permissions and approvals necessary or appropriate to carry on the
business of any member of the Wider Tritax EuroBox Group remaining in full
force and effect and all filings necessary for such purpose have been made and
there being no notice or intimation of any intention to revoke or not to renew
any of the same at the time at which the Transaction becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;
(g) no Third Party having given notice of a decision to
take, institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and, in each case, not having withdrawn
the same), or enacted, made or proposed any statute, regulation, decision or
order, or change to published practice or having taken any other steps which
would or might reasonably be expected to:
(i) require, prevent or delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture by any
member of the Wider SEGRO Group or any member of the Wider Tritax EuroBox
Group of all or any portion of their respective businesses, assets or property
or impose any limitation on the ability of any of them to conduct their
respective businesses (or any of them) or to own, control or manage any of
their respective assets or properties or any part thereof which, in any such
case, is material in the context of the Wider SEGRO Group or the Wider Tritax
EuroBox Group, in either case taken as a whole or in the context of the
Acquisition;
(ii) require, prevent or materially delay the divestiture
by any member of the Wider SEGRO Group of any shares or other securities in
any member of the Wider Tritax EuroBox Group;
(iii) impose any limitation on, or result in a material
delay in, the ability of any member of the Wider SEGRO Group directly or
indirectly to acquire or to hold or to exercise effectively any rights of
ownership in respect of shares or loans or securities convertible into shares
or any other securities (or the equivalent) in any member of the Wider Tritax
EuroBox Group or the Wider SEGRO Group or on the ability of any member of the
Wider Tritax EuroBox Group or the Wider SEGRO Group, directly or indirectly,
to hold or to exercise effectively all or any rights of ownership in respect
of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in, or to exercise voting or management control
over any such member;
(iv) otherwise adversely affect the business, assets,
profits or prospects of any member of the Wider SEGRO Group or of any member
of the Wider Tritax EuroBox Group to an extent which is material in the
context of the Wider SEGRO Group or the Wider Tritax EuroBox Group, in either
case taken as a whole or in the context of the Transaction;
(v) make the Transaction or its implementation or the
acquisition or proposed acquisition by SEGRO or any member of the Wider SEGRO
Group of any shares or other securities in, or control of Tritax EuroBox void,
illegal, and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose additional conditions or
obligations with respect thereto, or otherwise challenge or interfere
therewith;
(vi) save as envisaged in the implementation of the Scheme,
require any member of the Wider SEGRO Group or the Wider Tritax EuroBox Group
to offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the Wider Tritax EuroBox Group or the Wider SEGRO
Group owned by any third party;
(vii) impose any limitation on the ability of any member of
the Wider Tritax EuroBox Group to co-ordinate its business, or any part of it,
with the businesses of any other members of the Wider Tritax EuroBox Group or
the Wider SEGRO Group; or
(viii) result in any member of the Wider Tritax EuroBox Group
ceasing to be able to carry on business under any name under which it
presently does so,
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Transaction or the acquisition or proposed acquisition of any Tritax EuroBox
Shares having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement etc.
(h) Except as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Tritax EuroBox Group is a party or by or to which any such
member or any of its assets may be bound, entitled or subject, which in
consequence of the Transaction or the proposed acquisition of any shares or
other securities in Tritax EuroBox or because of a change in the control or
management of Tritax EuroBox or otherwise, would or might reasonably be
expected to result in (in each case to an extent which is material and adverse
in the context of the Wider Tritax EuroBox Group as a whole, or in the context
of the Transaction):
(i) any moneys borrowed by or any other indebtedness
(actual or contingent) of, or grant available to any such member, 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 to borrow moneys or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;
(ii) any such agreement, arrangement, licence, permit or
instrument or the rights, liabilities, obligations or interests of any such
member thereunder being terminated or adversely modified or affected or any
adverse obligation or liability arising or any action being taken or arising
thereunder;
(iii) any assets or interests of any such member being or
falling to be disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged;
(iv) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any part of the business, property
or assets of any such member;
(v) the rights, liabilities, obligations or interests of
any such member in, or the business of any such member with, any person, firm,
company or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or affected;
(vi) the value of any such member or its financial or
trading position or prospects or profits being prejudiced or adversely
affected;
(vii) any such member ceasing to be able to carry on business
under any name under which it presently does so; or
(viii) the creation of any liability, actual or contingent, by
any such member,
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Tritax EuroBox Group is a party or by or to which any such member or any
of its assets may be bound, entitled or subject, could result in any of the
events or circumstances as are referred to in sub-paragraphs (i) to (viii) of
this condition;
Certain matters since 30 September 2023
(i) Except as Disclosed, no member of the Wider Tritax
EuroBox Group having, since 30 September 2023:
(i) save as between Tritax EuroBox and wholly owned
subsidiaries of Tritax EuroBox, issued, authorised or proposed the issue of
additional shares of any class;
(ii) save as between Tritax EuroBox and wholly owned
subsidiaries of Tritax EuroBox, issued or agreed to issue, authorised or
proposed the issue of securities convertible into shares of any class or
rights, warrants or options to subscribe for, or acquire, any such shares or
convertible securities;
(iii) other than to another member of the Tritax EuroBox
Group, recommended, declared, paid or made or proposed to recommend, declare,
pay or make any bonus issue, dividend or other distribution whether payable in
cash or otherwise (save for the Tritax EuroBox Interim Dividends);
(iv) save for intra-Tritax EuroBox Group transactions,
merged or demerged with any body corporate 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 proposed or announced any intention to
propose any merger, demerger, acquisition or disposal, transfer, mortgage,
charge or security interest, in each case, other than in the ordinary course
of business and, in each case, to an extent which is material in the context
of the Wider Tritax EuroBox Group taken as a whole or in the context of the
Transaction;
(v) save for intra-Tritax EuroBox Group transactions, made
or authorised or proposed or announced an intention to propose any change in
its loan capital (or the equivalent thereof) in each case to an extent which
is material in the context of the Wider Tritax EuroBox Group taken as a whole
or in the context of the Transaction;
(vi) issued, authorised or proposed the issue of any
debentures or (save for intra-Tritax EuroBox Group transactions), save in the
ordinary course of business, incurred or increased any indebtedness or become
subject to any contingent liability;
(vii) purchased, redeemed or repaid or announced any proposal
to purchase, redeem or repay any of its own shares or other securities or
reduced or, save in respect to the matters mentioned in sub-paragraph (i)
above, made any other change to any part of its share capital;
(viii) save for intra-Tritax EuroBox Group transactions and
other than pursuant to the Transaction, implemented, or authorised, proposed
or announced its intention to implement or propose, any reconstruction,
amalgamation, scheme, commitment or other transaction or arrangement otherwise
than in the ordinary course of business or entered into or changed the terms
of any contract with any director;
(ix) entered into or varied or authorised, proposed or
announced its intention to enter into or vary any contract, transaction or
commitment (whether in respect of capital expenditure or otherwise) which is
of a long term, onerous or unusual nature or magnitude or which is or could be
restrictive on the businesses of any member of the Wider Tritax EuroBox Group
or the Wider SEGRO Group or which involves or could involve an obligation of
such a nature or magnitude or which is other than in the ordinary course of
business and, in each case, to an extent which is material in the context of
the Wider Tritax EuroBox Group taken as a whole or in the context of the
Transaction;
(x) (other than in respect of a member which is dormant
and was solvent at the relevant time) taken any corporate action or had any
legal proceedings started or threatened against it for its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, trustee or similar officer of all or
any of its assets or revenues or any analogous proceedings in any jurisdiction
or had any such person appointed, in each case, to the extent which is
material in the context of the Wider Tritax EuroBox Group taken as a whole or
in the context of the Transaction;
(xi) entered into any contract, transaction or arrangement
which would be restrictive on the business of any member of the Wider Tritax
EuroBox Group or the Wider SEGRO Group other than to a nature and extent which
is normal in the context of the business concerned;
(xii) waived or compromised any claim otherwise than in the
ordinary course of business which is material in the context of the Wider
Tritax EuroBox Group taken as a whole or in the context of the Transaction;
(xiii) entered into any contract, commitment, arrangement or
agreement otherwise than in the ordinary course of business or passed any
resolution or made any Offer (which remains open for acceptance) with respect
to or announced any intention to, or to propose to, effect any of the
transactions, matters or events referred to in this condition;
(xiv) having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the approval of
Tritax EuroBox Shareholders in general meeting in accordance with, or as
contemplated by, Rule 21.1(a) of the City Code;
No adverse change, litigation or regulatory enquiry
(j) Except as Disclosed, since 30 September 2023:
(i) no adverse change or deterioration having occurred
in the business, assets, financial or trading position or profits or prospects
of any member of the Wider Tritax EuroBox Group which is material in the
context of the Wider Tritax EuroBox Group as a whole or in the context of the
Transaction;
(ii) no litigation, arbitration proceedings, prosecution
or other legal proceedings to which any member of the Wider Tritax EuroBox
Group is or may become a party (whether as a plaintiff, defendant or
otherwise) and no investigation by any Third Party against or in respect of
any member of the Wider Tritax EuroBox Group having been instituted announced
or threatened by or against or remaining outstanding in respect of any member
of the Wider Tritax EuroBox Group which in any such case has had or might be
expected to have a material adverse effect on any member of the Wider Tritax
EuroBox Group taken as a whole or in the context of the Transaction;
(iii) no contingent or other liability having arisen or
become apparent to SEGRO or Tritax EuroBox (other than in the ordinary course
of business) which would be likely to adversely affect the business, assets,
financial or trading position or profits or prospects or operational
performance of any member of the Wider Tritax EuroBox Group or Wider SEGRO
Group to an extent which is material in the context of the Wider Tritax
EuroBox Group or Wider SEGRO Group in each case taken as a whole or in the
context of the Transaction; and
(iv) no steps having been taken which are likely to result
in the withdrawal, cancellation, termination or modification of any licence
held by any member of the Wider Tritax EuroBox Group which is necessary for
the proper carrying on of its business;
(k) Except as Disclosed, SEGRO not having discovered:
(i) that any financial, business or other information
concerning the Wider Tritax EuroBox Group as contained in the information
publicly disclosed at any time by or on behalf of any member of the Wider
Tritax EuroBox Group is misleading, contains a misrepresentation of fact or
omits to state a fact necessary to make that information not misleading and
which was not corrected before the date of this announcement by public
disclosure, in each case, to an extent which is, or could reasonably be
expected to be, material in the context of the Wider Tritax EuroBox Group
taken as a whole or in the context of the Transaction;
(ii) that any member of the Wider Tritax EuroBox Group or
any partnership, company or other entity in which any member of the Wider
Tritax EuroBox Group has a significant economic interest and which is not a
subsidiary undertaking of Tritax EuroBox is subject to any liability
(contingent or otherwise) which is not disclosed in the annual report and
accounts of Tritax EuroBox for the year ended 30 September 2023, in each case,
which is material in the context of the Wider Tritax EuroBox Group taken as a
whole or in the context of the Transaction; or
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
Tritax EuroBox Group and which is material in the context of the Wider Tritax
EuroBox Group taken as a whole or in the context of the Transaction;
No discovery of certain matters
(l) Except as Disclosed, SEGRO not having discovered
that:
(i) any past or present member of the Wider Tritax
EuroBox Group has failed to comply with any and/or all applicable legislation
or regulation, of any jurisdiction with regard to the use, treatment,
handling, storage, carriage, disposal, spillage, release, discharge, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment or harm human health or animal health or otherwise relating to
environmental matters or the health and safety of humans, or that there has
otherwise been any such use, treatment, handling, storage, carriage, disposal,
spillage, release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which storage,
carriage, disposal, spillage, release, discharge, leak or emission would be
likely to give rise to any liability (actual or contingent) or cost on the
part of any member of the Wider Tritax EuroBox Group which in any case is
material in the context of the Wider Tritax EuroBox Group taken as a whole or
in the context of the Transaction; or
(ii) there is, or is likely to be, for any reason
whatsoever, any liability (actual or contingent) of any past or present member
of the Wider Tritax EuroBox Group to make good, remediate, repair, reinstate
or clean up any property or any controlled waters now or previously owned,
occupied, operated or made use of or controlled by any such past or present
member of the Wider Tritax EuroBox Group (or on its behalf) or by any person
for which a member of the Wider Tritax EuroBox Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest, under any environmental legislation,
regulation, notice, circular or order of any Third Party and which is material
in the context of the Wider Tritax EuroBox Group taken as a whole or in the
context of the Transaction;
(iii) circumstances exist (whether as a result of the
Transaction or otherwise) which would be reasonably likely to lead to any
Third Party instituting, or whereby any member of the Wider SEGRO Group or any
present or past member of the Wider Tritax EuroBox Group would be likely to be
required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider Tritax EuroBox Group (or on its behalf) or
by any person for which a member of the Wider Tritax EuroBox Group is or has
been responsible, or in which any such member may have or previously have had
or be deemed to have had an interest; and
Anti-corruption, economic sanctions, criminal property and money laundering
(m) Except as Disclosed, SEGRO not having discovered that:
(i) (A) any past or present member, director, officer or
employee of the Wider Tritax EuroBox Group is or has at any time engaged in
any activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule, or regulation concerning improper payments or
kickbacks or (B) any person that performs or has performed services for or on
behalf of the Wider Tritax EuroBox 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 US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
or anti-bribery law, rule or regulation or any other applicable law, rule, or
regulation concerning improper payments or kickbacks;
(ii) any asset of any member of the Wider Tritax EuroBox
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
Tritax EuroBox Group is found to have engaged in activities constituting money
laundering under any applicable law, rule, or regulation concerning money
laundering;
(iii) any past or present member, director, officer or
employee of the Wider Tritax EuroBox Group, or any other person for whom any
such person may be liable or responsible, is or has engaged in any conduct
which would violate applicable economic sanctions or dealt with, made any
investments in, made any funds or assets available to or received any funds or
assets from: (1) 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 US, UK or European Union laws
or regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HMRC; or (2) any government,
entity or individual targeted by any of the economic sanctions of the United
Nations, the United States, the United Kingdom, the European Union or any of
its member states, save that this shall not apply if and to the extent that it
is or would be unenforceable by reason of breach of any applicable Blocking
Law;
(iv) any past or present member, director, officer or
employee of the Wider Tritax EuroBox Group, or any other person for whom any
such person may be liable or responsible:
(v) 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;
(vi) 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;
(vii) 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; or
(viii) is debarred or otherwise rendered ineligible to bid for
or to perform contracts for or with any government, governmental
instrumentality, or international organization or found to have violated any
applicable law, rule, or regulation concerning government contracting or
public procurement; or
(ix) any member of the Wider Tritax EuroBox Group is or has
been engaged in any transaction which would cause SEGRO to be in breach of any
law or regulation on the Transaction becoming effective, including but not
limited to the economic sanctions of the United States Office of Foreign
Assets Control, or HMRC, or any other relevant government authority.
For the purposes of these Conditions, the "Wider Tritax EuroBox Group" means
Tritax EuroBox and its subsidiary undertakings, associated undertakings and
any other undertaking in which Tritax EuroBox and/or such undertakings
(aggregating their interests) have a significant interest and the "Wider SEGRO
Group" means SEGRO and its subsidiary undertakings, associated undertakings
and any other undertaking in which SEGRO and/or such undertakings (aggregating
their interests) have a significant interest and for these purposes
"subsidiary undertaking" and "undertaking" have the meanings given by the
Companies Act 2006, "associated undertaking" has the meaning given by
paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b) of
Schedule 6 to those regulations which shall be excluded for this purpose, and
"significant interest" means a direct or indirect interest in 20 per cent. or
more of the total voting rights conferred by the equity share capital (as
defined in section 548 of the Companies Act 2006).
Part B
Waiver and Invocation of the Conditions
To the extent permitted by law and subject to the requirements of the Panel in
accordance with the City Code, SEGRO reserves the right to waive:
· any of the deadlines set out in paragraphs (a) and (b) of Part A of this Appendix 1 for the timing of the Long-Stop Date, Court Meeting, Tritax EuroBox General Meeting and Scheme Court Hearing. If any such deadline is not met, SEGRO shall make an announcement by 8:00 a.m. (London time) on the business day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant Condition or extended the deadline in relation to the relevant Condition in accordance with the terms on which such deadline may be extended; and
· in whole or in part, all or any of the Conditions set out in Part A of this Appendix 1 above, except for Conditions (b)(i)(1), (b)(ii)(1), (b)(iii)(1), (c)(i) and (c)(ii) which cannot be waived.
The Transaction will be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in Part A of this Appendix 1, to the further terms set out in this Appendix 1, and to the full terms and conditions which will be set out in the Scheme Document.
SEGRO shall be under no obligation to waive (if capable of waiver), to
determine to be or remain satisfied or to treat as satisfied any of the
Conditions in Part A of this Appendix 1 above by a date earlier than the
latest date specified above for the fulfilment or waiver of the relevant
Condition, 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 such Condition(s) may not be capable of
fulfilment.
Under Rule 13.5(a) of the City Code and subject to the paragraph immediately
below, SEGRO may only invoke a Condition so as to cause the Transaction not to
proceed, to lapse or to be withdrawn with the consent of 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 SEGRO in the
context of the Transaction. This will be judged by reference to the facts of
each case at the time that the relevant circumstances arise.
Conditions (a), (b) and (c) (as listed in Part A of this Appendix 1) (and, if
applicable, any acceptance condition if the Transaction is implemented by
means of an Offer) are not subject to Rule 13.5(a) of the City Code. All other
Conditions are subject to Rule 13.5(a) of the City Code.
Without prejudice to the above, any Condition that is subject to Rule 13.5(a)
of the City Code may be waived by SEGRO.
If SEGRO is required by the Panel to make an offer or offers for Tritax
EuroBox Shares under the provisions of Rule 9 of the City Code, SEGRO may make
such alterations to the Conditions as are necessary to comply with the
provisions of that Rule.
Each of the Conditions shall be regarded as a separate Condition and shall not
be limited by reference to any other Condition.
Part C
Implementation by way of Offer
SEGRO reserves the right, with the consent of the Panel (where necessary) to
elect to implement the Transaction by way of an Offer.
If the Transaction is implemented by way of an Offer, such Offer will be
implemented on the same terms, so far as applicable, as those which would
apply to the Scheme, subject to appropriate amendments to reflect the change
in method of effecting the Transaction, including (without limitation and
subject to the consent of the Panel) Condition (b) (as listed in Part A of
this Appendix 1) ceasing to apply and, instead, the Offer being conditional on
an acceptance condition that is set at 90 per cent. (or such lesser
percentage, as SEGRO may decide) (i) in nominal value of the Tritax EuroBox
shares to which such offer relates; and (ii) of the voting rights attached to
those shares, subject to SEGRO having acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, shares carrying more than 50 per cent. of
the voting rights normally exercisable at a general meeting of Tritax EuroBox,
provided further that, unless the Panel consents otherwise, the acceptance
condition shall only be capable of being satisfied when all other Conditions
have been satisfied or waived.
Part D
Certain further terms of the Transaction
The Tritax EuroBox Shares to be acquired under the Transaction will be
acquired 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 voting rights and the right to receive and retain
in full all dividends and other distributions (if any) declared, made or paid
on or after the date of this announcement other than the Tritax EuroBox
Interim Dividends.
In addition, Tritax EuroBox Shareholders will be entitled to receive and
retain the Tritax EuroBox Third Interim Dividend and, to the extent the
Effective Date occurs after the relevant record time in relation thereto, the
Tritax EuroBox Fourth Interim Dividend.
If, on or after the date of this announcement and on or prior to the Effective
Date, Tritax EuroBox announces, declares, makes or pays any dividend,
distribution or form of capital return that: (i) is a dividend in respect of
the period from 1 April 2024 to 30 June 2024 that exceeds the Tritax EuroBox
Third Interim Dividend; (ii) is a dividend in respect of the period from 1
July 2024 to 30 September 2024 that exceeds the Tritax EuroBox Fourth Interim
Dividend; or (iii) is any other dividend, distribution or form of capital
return, SEGRO shall be entitled either to:
(a) adjust the Exchange Ratio by an amount equivalent to: (i) in respect of dividend for the quarter ending 30 June 2024, the amount by which such dividend, distribution or form of capital return exceeds the Tritax EuroBox Third Interim Dividend; (ii) in respect of the dividend for the quarter ending 30 September 2024, the amount by which such dividend, distribution or form of capital return exceeds the Tritax EuroBox Fourth Interim Dividend; or (iii) in respect of any other dividend, distribution or form of capital return, the amount of such dividend, distribution or form of capital return, in which case references to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted; or
(b) pay a SEGRO Equalising Dividend without any
consequential change to the Exchange Ratio.
Except with the Panel's consent, settlement of the consideration to which any
Tritax EuroBox Shareholder is entitled under the Transaction will be
implemented in full in accordance with the terms of the Transaction without
regard to any lien, right of set-off, counterclaim or other analogous right to
which SEGRO may otherwise be, or claim to be, entitled as against such Tritax
EuroBox Shareholder and will be effected in the manner described in this
document.
The New SEGRO Shares will be issued credited as fully paid and will rank pari
passu in all respects with the existing SEGRO Shares. Applications will be
made in respect of the London Admission and the Paris Admission.
Fractions of New SEGRO Shares will not be allotted or issued pursuant to the
Transaction and entitlements of Scheme Shareholders to New SEGRO Shares will
be rounded down to the nearest whole number of New SEGRO Shares. All
fractional entitlements to New SEGRO Shares will be aggregated and sold in the
market 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 pro rata to Scheme Shareholders entitled thereto.
However, individual entitlements to amounts of less than £5 will not be paid
to Tritax EuroBox Shareholders but will be retained for the benefit of SEGRO.
The availability of the Transaction to persons 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.
The Transaction is not being made, directly or indirectly, in, into or from,
or by use of the mails of, or by any means or instrumentality (including,
without limitation, facsimile transmission, telex, telephone, internet or
e-mail) of interstate or foreign commerce of, or of any facility of a
national, state or other securities exchange of, any jurisdiction where to do
so would violate the laws of that jurisdiction.
The New SEGRO Shares to be issued pursuant to the Transaction have not been
and, unless SEGRO otherwise elects in the event of an Offer, will not be
registered under the US Securities Act or under any laws of any state,
district or other jurisdiction, of the United States nor under any of the
relevant securities laws of Canada, Japan or Australia. Accordingly, the New
SEGRO Shares may not be offered, sold or delivered, directly or indirectly, in
the United States, Canada, Japan or Australia nor to any United States person,
except pursuant to exemptions from applicable requirements of any such
jurisdiction, including the exemption from the registration requirements of
the US Securities Act provided by Section 3(a)(10) thereof.
The Transaction shall be governed by English law and shall be subject to the
jurisdiction of the English courts. The Transaction is subject to, inter alia,
the Conditions set out in this Appendix 1. The Transaction is also subject to
the full terms and conditions which will be set out in the Scheme Document and
such further terms as may be required to comply with the City Code.
APPENDIX 2
BASES AND SOURCES
In this announcement:
1. Unless otherwise stated:
· financial information relating to the SEGRO Group has been
extracted or derived (without material adjustment) from the audited annual
report and accounts for SEGRO for the year ended 31 December 2023 and SEGRO's
announcement dated 26 July 2024 of its interim results (which are unaudited);
and
· financial information relating to the Tritax EuroBox Group has
been extracted or derived (without material adjustment) from the audited
annual report and accounts for Tritax EuroBox for the year ended 30 September
2023 and Tritax EuroBox's announcement dated 16 May 2024 of its interim
results (which are unaudited).
2. As at the close of business on 3 September 2024, being the last Business Day prior to the date of this announcement, Tritax EuroBox had in issue 806,803,984 Tritax EuroBox Shares and SEGRO had in issue 1,352,370,760 SEGRO Shares. The International Securities Identification Number for Tritax EuroBox Shares is GB00BG382L74 and for SEGRO Shares is GB00B5ZN1N88.
3. Unless otherwise stated, all metrics are derived from data provided by FactSet for the relevant time periods.
4. Unless otherwise stated, all prices and closing prices for Tritax EuroBox Shares and SEGRO Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).
5. Volume-weighted average prices and average daily trading volumes are derived from data provided by Bloomberg for the relevant time periods.
6. Unless otherwise specified, information has been converted from GBP to EUR or from EUR to GBP (as appropriate) at an exchange rate of £1:€1.1862 based on data provided by Bloomberg at 4.30 p.m. on 3 September 2024, being the last Business Day prior to the date of this announcement. Any references to the "current exchange rate" refer to this exchange rate.
7. SEGRO's pro forma LTV calculation makes an adjustment for Tritax EuroBox's disposal of the Gothenburg assets after the 31 March 2024 balance sheet date.
8. SEGRO's average yield on cost, history of earnings and dividend growth, history of distributions as a percentage of its adjusted earnings and its annualised TAR have been extracted from the audited annual reports and accounts for SEGRO for the years ended 31 December 2019 to 31 December 2023.
9. Implied Topped-up Net Initial Yield uses an implied portfolio value which adjusts Tritax EuroBox's portfolio value by the same amount as the delta between Tritax EuroBox's book value of equity and the relevant implied offer equity value. The implied portfolio value is then adjusted by a gross-up ratio which is assumed to be Tritax EuroBox's transaction costs as a percentage of Tritax EuroBox's portfolio value. The Tritax EuroBox portfolio value, book value of equity, and transaction costs are taken from Tritax EuroBox's results for the period ended 31 March 2024, and does not include any adjustments for post balance sheet date events. Unless otherwise specified, the implied offer equity value used in the calculation is on the basis of SEGRO's closing price on 3 September 2024, being the last Business Day prior to the date of this announcement.
10. Premium / (discount) to IFRS NAV, EPRA NTA and NDV are calculated as per IFRS NAV, EPRA NTA and NDV from SEGRO's and Tritax EuroBox's respective financial results. IFRS NAV, EPRA NTA and NDV figures use the last published figures for the relevant periods.
11. References to "peers focused on Continental European logistics property" cover the following companies: abrdn European Logistics Income plc, Argan SA, CTP NV, Montea NV, VGP NV and Warehouses De Pauw SA.
12. Tritax EuroBox's 31 March 2024 property valuation of €1,465.6 million is based on the market values in the CBRE Tritax EuroBox Valuation Report, with the market value of Swedish properties converted from SEK to EUR using the relevant exchange rate of 0.0871 as at 31 March 2024 and includes the value of rental guarantees and assets held for sale.
13. For the purposes of Rule 29.1(d) of the City Code, the
following adjustments have been made to SEGRO's 30 June 2024 property
valuation in order to calculate SEGRO's IFRS NAV as at 30 June 2024:
· other net liabilities: £(837) million; and
· net borrowings: £(5,218) million.
14. In order to calculate EPRA NTA, the following
additional adjustments have been made to SEGRO's 30 June 2024 property
valuation:
· fair value adjustment in respect of interest rate derivatives:
£104 million;
· fair value adjustment in respect of trading properties: £1
million;
· deferred tax in respect of depreciation and valuation surpluses
(Group): £81 million;
· deferred tax in respect of depreciation and valuation surpluses
(Joint ventures and associates): £87 million; and
· intangible assets: £(34) million.
15. For the purposes of Rule 29.1(d) of the City Code, the following adjustments have been made to Tritax EuroBox's 31 March 2024 property valuation in order to calculate Tritax EuroBox's IFRS NAV / EPRA NDV as at 31 March 2024:
· cash: €48.2 million;
· debt: €(700.0) million; and
· other net liabilities: €(56.2) million.
16. In order to calculate EPRA NTA, the following additional adjustments have been made to Tritax EuroBox's 31 March 2024 property valuation:
· mark-to-market of derivatives: €(0.7) million; and
· net deferred tax liabilities: €19.3 million.
17. References to SEGRO's market capitalisation are as at 3 September 2024, being the last Business Day prior to the date of this announcement.
APPENDIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS
Tritax EuroBox directors' irrevocable undertakings
The following Tritax EuroBox directors have given irrevocable undertakings to
vote (or, where applicable, procure voting) in favour of the Scheme at the
Court Meeting and the resolutions to be proposed at the Tritax EuroBox General
Meeting (or in the event that the Transaction is implemented by an Offer, to
accept or procure acceptance of such Offer) in respect of their own beneficial
holdings of Tritax EuroBox Shares and those of their close relatives and
related trusts (or those Tritax EuroBox Shares over which they, or their close
relatives and related trusts, have control):
Name of Tritax EuroBox director Number of Tritax EuroBox Shares in respect of which undertaking is given Percentage of Tritax EuroBox issued share capital
Robert Stuart Orr 208,364 0.03
Keith John Mansfield 290,000 0.04
Taco Tammo Johannes De Groot 42,000 0.01
Saga Eva-Lotta Sjöstedt 6,900 0.00
Sarah Jane Whitney 65,230 0.01
TOTAL 612,494 0.08
The obligations of the Tritax EuroBox directors under the irrevocable
undertakings shall lapse and cease to have effect on and from the following
occurrences:
· if the Scheme Document is not published within 28 days of the
date of issue of this announcement (or such later date as may be agreed
between Tritax EuroBox, SEGRO and the Panel), provided that if SEGRO elects to
exercise its right to implement the Transaction by way of an Offer, the
applicable time period shall be extended to refer to the period specified by
the Panel for the posting of the formal document containing the Offer;
· an announcement by SEGRO that it does not intend to proceed with
the Transaction (and no new, revised or replacement Scheme or Offer is
announced by SEGRO in accordance with Rule 2.7 of the City Code at the same
time);
· any competing offer for the issued and to be issued ordinary
share capital of Tritax EuroBox being declared wholly unconditional (in the
case of a takeover offer) or otherwise becoming effective (in the case of a
scheme of arrangement); or
· the earlier of (I) the Long-Stop Date; or (II) the date on which
the Transaction (whether implemented by way of a Scheme or an Offer) is
withdrawn or lapses in accordance with its terms, provided that sub-limb (II)
shall not apply where the Transaction is withdrawn or lapses as a result of
SEGRO exercising its right to implement the Transaction by way of an Offer in
accordance with the City Code rather than by way of a Scheme.
APPENDIX 4
PART A
CBRE SEGRO Valuation Report
Valuation Report
In respect of:
Portfolio of 379 properties held by SEGRO plc
On behalf of:
the Addressees as set out below
Date of valuation:
30 June 2024
Contents
01 Valuation Report
Introduction
Source of Information and Scope of
Works
Valuation Assumptions 14
02 Appendices
Appendix A: Schedule of Properties as at 30 June 2024
Appendix B: Value by Country as
at 30 June
2024
34
Appendix C: Development Properties as at 30 June
2024
38
Valuation Report
Introduction
Report Date 4 September 2024
Valuation Date 30 June 2024
Addressee The Directors
SEGRO plc
1 New Burlington Place,
London,
W1S 2HR
(hereinafter referred to as "SEGRO" or the "Company")
and
UBS AG, London Branch
5 Broadgate,
London,
EC2M 2QS
(in their capacity as Financial Adviser to the Company)
And
The Directors
Tritax EuroBox plc
72 Broadwick Street,
London,
W1F 9QZ
(hereinafter referred to as "Tritax EuroBox")
And
Lazard & Co., Limited
50 Stratton Street,
London,
W1J 8LL
(in their capacity as Lead Financial Adviser to Tritax EuroBox)
And
Barclays Bank PLC
1 Churchill Place,
London,
E14 5HP
(in their capacity as Joint Financial Adviser and Joint Corporate Broker to
Tritax EuroBox)
And
Jefferies International Limited
100 Bishopsgate,
London,
EC2N 4JL
(in their capacity as Joint Financial Adviser and Joint Corporate Broker to
Tritax EuroBox)
and all the above hereinafter together referred to as the "Addressees"
The Properties 379 properties held by SEGRO and its group, as set out in the Schedule of
Properties below in Appendix A (each a "Property" and together the
"Properties").
Instruction To value without re-inspecting the unencumbered freehold and leasehold
interests (as applicable) of the Properties on the basis of Market Value as at
the Valuation Date in accordance with the Terms of Engagement entered into
between CBRE Limited ("CBRE") and the Addressees dated on or around the Report
Date (the "Valuation").
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 The Valuation has been prepared for a Regulated Purpose as defined in the RICS
Valuation - Global Standards (2022) and the UK national supplement current as
at the Valuation Date (the "Red Book").
We understand that this valuation report and the Appendices to it (together
the "Valuation Report") are required for inclusion in an announcement to be
issued by the Company in connection with the proposed recommended offer by the
Company for the entire issued and to be issued ordinary share capital of
Tritax EuroBox (the "Transaction") pursuant to Rule 2.7 of the City Code on
Takeovers and Mergers (the "Takeover Code") (the "Announcement"). As such, the
Valuation and the Valuation Report have been undertaken in accordance with,
and on the basis of, the requirements of Rule 29 of the Takeover Code. As
further set out below, the announcement which includes this Valuation Report
will not be issued by you without our prior written approval of its final form
and content, such approval not to be unreasonably withheld or delayed.
The Valuation is on the basis of Market Value as defined in the current
edition of the RICS Valuation - Global Standards and set out in Valuation
Assumptions below.
The effective date of our Valuation is 30 June 2024 (the "Valuation Date").
The Company has informed us that the following property interests have been
sold since the Valuation Date but as these were owned by the Company at the
Valuation Date are included in the totals below.
Property Interest Market Value as at 30 June 2024 Market Value as at 30 June 2024 (at Share)
UK: Segro Park, Heathrow Freehold £62,200,000 £62,200,000
Continental Europe: Portfolio of Italian assets comprising Milan East DC2, All Freehold € 397,700,000 €214,875,000
SEGRO Logistics Park Rome South;
Portfolio of German assets comprising:
SEGRO Logistics Centre Frauenaurach, SEGRO Logistics Centre Freiberg;
and SEGRO Logistics Centre Dugny
The Company has informed us that the following property interests have been
acquired since the Valuation Date.
Meteor Park Birmingham
Freehold
Remaining 51% share of Les Gobelins Land Freehold
For the avoidance of doubt, as Meteor Park Birmingham was not owned by the
Company at the Valuation Date the value has not been included in the totals
below. At the Valuation date the Company owned a 49% share of the JV which
owns Les Gobelins Land and the Company's value of this asset is reported below
in line with all other JVs.
In accordance with the Red Book we have made certain disclosures in connection
with this valuation instruction and our relationship with the Addressees.
Market Value of the Properties as at 30 June 2024 (100%) In respect of the UK Properties (100%):
£11,301,251,100 (Eleven Billion, Three Hundred and One Million, Two Hundred
and Fifty One Thousand, One Hundred Pounds) exclusive of VAT.
In respect of the Continental European Properties (100%):
€11,025,225,775 (Eleven Billion, Twenty-Five Million, Two Hundred and
Twenty-Five Thousand, Seven Hundred and Seventy-Five Euros) exclusive of VAT.
Properties in Continental Europe have been valued in Euros in accordance with
market practice for commercial real estate in these countries.
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 at 100% as follows:
Property Type Freehold Long Leasehold Short Leasehold Total
Market Value of Properties UK at 100% held for Investment £8,812,200,000 (72 Properties) £1,144,698,000 £9,956,898,000
(11 Properties) (83 Properties)
Market Value of Properties Continental Europe at 100% €9,711,410,001 (173 Properties) € 107,200,000 € 122,915,000 €9,941,525,001
held for (3 Properties) (4 Properties) (180 Properties)
Investment
Market Value of Properties UK at 100% in the course of construction £257,825,000 £257,825,000
(6 Properties) (6 Properties)
Market Value of Properties Continental Europe at 100% in the course of €281,250,000 €281,250,000
construction
(8 Properties) (8 Properties)
Market Value of land in the UK at 100% £1,083,303,100 £3,225,000 £1,086,528,100
(25 Properties) (1 Properties) (26 Properties)
Market Value of land in Continental Europe at 100% €792,135,774 €10,315,000 €802,450,774
(75 Properties) (1 Properties) (76 Properties)
Total UK £10,153,328,100 £1,147,923,000 £11,301,251,100 (115 Properties)
(103 Properties) (12 Properties)
Total Continental Europe €10,784,795,775 €117,515,000 €122,915,000 €11,025,225,775
(256 Properties) (4 Properties) (4 Properties) (264 Properties)
Total No of Properties 359 Properties 16 Properties 4 Properties 379 Properties
Market Value of the Properties as at 30 June 2024 (at share) The Company has advised us that they have a joint venture share in 125
Properties in the UK and Continental Europe and the total arithmetical
apportionment of the value taking into account the relevant ownership share
(as advised to us by the Company) on a pro-rata basis is as follows:
In respect of the UK Properties (at % Share):
£11,273,351,100 (Eleven Billion, Two Hundred and Seventy-Three Million, Three
Hundred and Fifty-One Thousand and One Hundred Pounds) exclusive of VAT, as
shown in the Schedule of Capital Values set out below.
In respect of the Continental European Properties (At % share):
€7,721,573,275 (Seven Billion, Seven Hundred and Twenty-One Million, Five
Hundred and Seventy Three Thousand, Two Hundred and Seventy Five Euros)
exclusive of VAT, as shown in the Schedule of Capital Values set out below.
Where a Property is owned through an indirect investment structure or a joint
tenancy in a trust for sale, our Valuation represents the relevant apportioned
percentage of ownership of the value of the whole Property, assuming full
management control. Our Valuation therefore is unlikely to represent the value
of the interests in the indirect investment structure through which the
Property is held.
Report Format Appendix A of this Valuation Report contains the Schedule of Properties.
Appendix B provides a split of the Properties value by Country.
Appendix C provides relevant details of those Properties in the course of
construction.
The Company has expressly instructed us not to disclose certain information
which is considered commercially sensitive, namely the individual values of
the Properties and individual information in respect of Properties in the
course of construction.
Market Conditions Heightened global geopolitical tensions, combined with energy security issues,
climate change and increased state-backed cyber-attacks continue to affect
property market stability. While there is recent evidence of economic growth
in the UK, along with expectations of interest rate reductions in the latter
part of 2024, capital markets remain constrained and investors remain
cautious. There are signs that capital values are beginning to stabilise in
several sectors, however there continues to be a high degree of polarisation
between primary and secondary class assets.
Experience has shown that consumer and investor behaviour can quickly change
during periods of instability. Lending or investment decisions should reflect
any heightened level of volatility and potential for changing market
conditions.
It is important to note that the conclusions set out in this Valuation 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 evolving events.
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 in Course of Development and for the value In the case of development valuations, we would draw your attention to the
of land 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 the end value.
Construction Contracts Recently there has been a decrease in demand in the construction industry,
driven by a reduction in activity within housing, commercial and industrial
sectors as a result of increased borrowing costs. The diminution in demand
has been driven by the increased costs of capital affecting levels of
investment.
Inflationary pressures (although significantly reduced at present) still
prevail and BCIS are still forecasting cost price inflation over the next five
years. This may place additional pressure on both the developer's and
builder's profit margins and development viability, and this should therefore
be given careful consideration in lending and investment decisions. Caution
is advised in this regard.
We also 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. Again, 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. We recommend
carefully checking the construction/building contract to confirm our
assumption.
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 Red Book (the "Valuation Standards").
The
Val
uat
ion
is
com
pli
ant
wit
h
the
req
uir
eme
nts
of
Rul
e
29
of
the
Tak
eov
er
Cod
e.
The
Pro
per
tie
s
hav
e
bee
n
val
ued
by
val
uer
s
who
are
app
rop
ria
tel
y
and
pro
fes
sio
nal
ly
qua
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and
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of
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Com
pan
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and
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tax
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oBo
x
and
hav
e
the
app
rop
ria
te
com
pet
enc
es
for
the
pur
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of
the
Val
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in
acc
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e
wit
h
the
Red
Boo
k
and
Rul
e
29.
3
(a)
(ii
)
and
(ii
i)
of
the
Tak
eov
er
Cod
e.
We
con
fir
m
tha
t
we
hav
e
suf
fic
ien
t
and
cur
ren
t
loc
al
and
nat
ion
al
kno
wle
dge
of
the
par
tic
ula
r
pro
per
ty
mar
ket
inv
olv
ed
and
hav
e
the
nec
ess
ary
ski
lls
and
und
ers
tan
din
g
to
und
ert
ake
the
Val
uat
ion
com
pet
ent
ly.
Whe
re
the
kno
wle
dge
and
ski
ll
req
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eme
nts
of
the
Red
Boo
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hav
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bee
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met
in
agg
reg
ate
by
mor
e
tha
n
one
val
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wit
hin
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E,
we
con
fir
m
tha
t a
lis
t
of
tho
se
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s
has
bee
n
ret
ain
ed
wit
hin
the
wor
kin
g
pap
ers
,
tog
eth
er
wit
h
con
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mat
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tha
t
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h
nam
ed
val
uer
com
pli
es
wit
h
the
req
uir
eme
nts
of
the
Red
Boo
k.
Thi
s
Val
uat
ion
is
a
pro
fes
sio
nal
opi
nio
n
and
is
exp
res
sly
not
int
end
ed
to
ser
ve
as
a
war
ran
ty,
ass
ura
nce
or
gua
ran
tee
of
any
par
tic
ula
r
val
ue
of
the
sub
jec
t
Pro
per
tie
s.
Oth
er
val
uer
s
may
rea
ch
dif
fer
ent
con
clu
sio
ns
as
to
the
val
ue
of
the
sub
jec
t
Pro
per
tie
s.
Thi
s
Val
uat
ion
is
for
the
SEG
RO
pur
pos
e
of
pro
vid
ing
the
int
end
ed
use
r
wit
h
the
val
uer
's
ind
epe
nde
nt
pro
fes
sio
nal
opi
nio
n
of
the
val
ue
of
the
sub
jec
t
Pro
per
tie
s
as
at
the
Val
uat
ion
Dat
e.
Sustainability Considerations Wherever appropriate, sustainability and environmental matters are an integral
part of the valuation approach. 'Sustainability' is taken to mean the
consideration of such matters as environment and climate change, health and
well-being and corporate responsibility that can or do impact on the valuation
of an asset. In a valuation context, sustainability encompasses a wide range
of physical, social, environmental, and economic factors that can affect
value. The range of issues includes key environmental risks, such as flooding,
energy efficiency and climate, as well as matters of design, configuration,
accessibility, legislation, management, and fiscal considerations - and
current and historic land use.
Sustainability has an impact on the value of an asset, even if not explicitly
recognised. Valuers reflect markets, they do not lead them. Where we recognise
the value impacts of sustainability, we are reflecting our understanding of
how market participants include sustainability requirements in their bids and
the impact on market valuations.
Climate Risk Legislation From June 2019, the Climate Change Act 2008 (2050 Target Amendment) Order 2019
commits the UK Government to reducing greenhouse gas emissions by 100% from
1990 levels (i.e. a Net Zero position) by 2050. In 2021 an interim target was
set, to reduce emissions by 78% by 2035, by decarbonising electricity
generation. This means that fossil fuels used in buildings, such as natural
gas for heating, are incompatible with this commitment. The proposal to update
the Minimum Energy Efficiency Standards, to require all non-domestic
properties to a minimum EPC rating of B in 2030 has not been ratified and in
the absence of any commentary from the current administration, we assume
landlords will continue to work towards this target.
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 Disclosures"
(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
have an impact on UK asset values due to the requirements in reporting to
European investors.
Assumptions The Properties' details on which each Valuation is based are as set out in
this Valuation 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 None.
Departures from Standard Assumptions
Development Properties Properties held for immediate Development or in the Course of Development have
been mainly valued on the Residual (Development Appraisal) Method. This is the
commonly practised method of valuing development property, whereby the
estimated total costs of realising the proposed development (including
construction costs, fees and other on-costs, contingencies, costs of finance
and developer's profit) are deducted from the gross development value of the
completed project to determine the residual land value.
Where available, land values have been derived from comparable transactions
and reflect our opinion of value as at the Valuation Date. Should
information which we were not made aware of at the time of the Valuation
subsequently come to light which changes our view on any of the input
variables adopted, then the value reported is subject to change and we reserve
the right to amend our Valuation figures accordingly.
It should be noted that land values derived from a Residual (Development
Appraisal) Method calculation are extremely sensitive to minor changes in any
of the inputs. Whilst we have checked the information provided to us against
available sources of information and provided for a level of profit which in
our opinion reflects the level of risk inherent in the project, unforeseen
events such as delays in timing, minor market movements etc. can have a
disproportionate effect on the resulting value.
Independence The total annual fees, including the fee for this assignment, earned by CBRE
(or other companies forming part of the same group of companies within the UK)
from SEGRO (or other companies forming part of the same group of companies) is
less than 5.0% of the total annual UK and Continental European revenues of the
CBRE group.
It is not anticipated this situation will vary in the financial year to 31
December 2024.
We confirm that neither the valuers concerned nor CBRE have any personal
interest in the Company, Tritax EuroBox or any of the Properties or in the
outcome of the Valuation.
Previous Involvement and Conflicts of Interest We confirm that we have valued the Properties on behalf of the Company and the
Company's joint venture partners on a half-yearly basis for financial
reporting purposes for some of the Properties in excess of 10 years, the most
recent valuation being 30 June 2024.
From time to time, CBRE provides agency or professional services to the
Company and to its joint ventures.
CBRE provides some agency and/or professional services to some of the
occupiers of the Properties and where this occurs, any conflict arising is
managed through an information barrier.
We confirm that we have valued the Properties on behalf of Tritax EuroBox on a
half-yearly basis for financial reporting purposes since 31 March 2023 the
most recent valuation being 31 March 2024.
CBRE provides property management services to Tritax EuroBox in respect of all
the properties and from time to time agency or professional services to Tritax
EuroBox. CBRE has also been engaged by the Addressees to value the Continental
European portfolio of Tritax EuroBox for the purposes of the Transaction.
We do not consider that this previous involvement represents a conflict of
interest and you have confirmed to us that you also consider this to be the
case.
We confirm that we are not aware of any further conflicts of interest that
would prevent us from exercising the required levels of independency and
objectivity in undertaking the Valuation.
Copies of our conflict-of-interest checks have been retained within the
working papers.
Disclosure The principal signatory of this Valuation Report has continuously been the
signatory of valuations for the Company since 2019.
CBRE has continuously been carrying out valuation instructions for the Company
for in excess of 10 years.
CBRE has carried out valuation, agency and professional services on behalf of
the Company for in excess of 10 years.
Responsibility For the purposes of Rule 29 of the Takeover Code, 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.
Reliance Save as set out in "Responsibility" above, the contents of this Valuation
Report may only be relied upon by:
i) Addressees of the Report; and
ii) the parties who have received prior written consent
from CBRE in the form of a reliance letter; and
iii) the shareholders of the Company,
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.
Publication We understand that this Valuation Report will also be required to be put on
public display on the websites of the Company and Tritax EuroBox in accordance
with Rules 26.3 and 29.4 of the Takeover Code.
Neither the whole nor any part of our Valuation Report nor any references
thereto may be included in any published document, circular or statement nor
published in any way without our prior written approval of the form and
context in which it will appear (such approval to not be unreasonably withheld
or delayed).
Such publication of, or reference to this Valuation Report will not be
permitted unless it contains a sufficient contemporaneous reference to any
departure from the Red Book or the incorporation of the special assumptions
referred to herein.
Yours faithfully Yours faithfully
x x
Peter Stoughton-Harris Stephen Marshall
BSc (Hons) MRICS BSc (Hons) MRICS MCIArb
Executive Director Executive Director
RICS Registered Valuer RICS Registered Valuer
For and on behalf of CBRE Limited For and on behalf of CBRE Limited
+44 2071822675 +44 2071822672
Peter.Stoughton-Harris (mailto:Peter.Stoughton-Harris@cbre.com) @cbre.com Stephen.marshall@cbre.com (mailto:Stephen.marshall@cbre.com)
(mailto:Peter.Stoughton-Harris@cbre.com)
Yours faithfully
x
Mike O'Connor
B.Com (VPM) MRICS
Director
RICS Registered Valuer
For and on behalf of CBRE Limited
+44 207 182 3142
Mike.oconnor1@cbre.com
The Company has informed us that the following property interests have been
acquired since the Valuation Date.
Meteor Park Birmingham
Freehold
Remaining 51% share of Les Gobelins Land Freehold
For the avoidance of doubt, as Meteor Park Birmingham was not owned by the
Company at the Valuation Date the value has not been included in the totals
below. At the Valuation date the Company owned a 49% share of the JV which
owns Les Gobelins Land and the Company's value of this asset is reported below
in line with all other JVs.
In accordance with the Red Book we have made certain disclosures in connection
with this valuation instruction and our relationship with the Addressees.
Market Value of the Properties as at 30 June 2024 (100%)
In respect of the UK Properties (100%):
£11,301,251,100 (Eleven Billion, Three Hundred and One Million, Two Hundred
and Fifty One Thousand, One Hundred Pounds) exclusive of VAT.
In respect of the Continental European Properties (100%):
€11,025,225,775 (Eleven Billion, Twenty-Five Million, Two Hundred and
Twenty-Five Thousand, Seven Hundred and Seventy-Five Euros) exclusive of VAT.
Properties in Continental Europe have been valued in Euros in accordance with
market practice for commercial real estate in these countries.
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 at 100% as follows:
Property Type Freehold Long Leasehold Short Leasehold Total
Market Value of Properties UK at 100% held for Investment £8,812,200,000 (72 Properties) £1,144,698,000 £9,956,898,000
(11 Properties) (83 Properties)
Market Value of Properties Continental Europe at 100% €9,711,410,001 (173 Properties) € 107,200,000 € 122,915,000 €9,941,525,001
held for (3 Properties) (4 Properties) (180 Properties)
Investment
Market Value of Properties UK at 100% in the course of construction £257,825,000 £257,825,000
(6 Properties) (6 Properties)
Market Value of Properties Continental Europe at 100% in the course of €281,250,000 €281,250,000
construction
(8 Properties) (8 Properties)
Market Value of land in the UK at 100% £1,083,303,100 £3,225,000 £1,086,528,100
(25 Properties) (1 Properties) (26 Properties)
Market Value of land in Continental Europe at 100% €792,135,774 €10,315,000 €802,450,774
(75 Properties) (1 Properties) (76 Properties)
Total UK £10,153,328,100 £1,147,923,000 £11,301,251,100 (115 Properties)
(103 Properties) (12 Properties)
Total Continental Europe €10,784,795,775 €117,515,000 €122,915,000 €11,025,225,775
(256 Properties) (4 Properties) (4 Properties) (264 Properties)
Total No of Properties 359 Properties 16 Properties 4 Properties 379 Properties
Market Value of the Properties as at 30 June 2024 (at share)
The Company has advised us that they have a joint venture share in 125
Properties in the UK and Continental Europe and the total arithmetical
apportionment of the value taking into account the relevant ownership share
(as advised to us by the Company) on a pro-rata basis is as follows:
In respect of the UK Properties (at % Share):
£11,273,351,100 (Eleven Billion, Two Hundred and Seventy-Three Million, Three
Hundred and Fifty-One Thousand and One Hundred Pounds) exclusive of VAT, as
shown in the Schedule of Capital Values set out below.
In respect of the Continental European Properties (At % share):
€7,721,573,275 (Seven Billion, Seven Hundred and Twenty-One Million, Five
Hundred and Seventy Three Thousand, Two Hundred and Seventy Five Euros)
exclusive of VAT, as shown in the Schedule of Capital Values set out below.
Where a Property is owned through an indirect investment structure or a joint
tenancy in a trust for sale, our Valuation represents the relevant apportioned
percentage of ownership of the value of the whole Property, assuming full
management control. Our Valuation therefore is unlikely to represent the value
of the interests in the indirect investment structure through which the
Property is held.
Report Format
Appendix A of this Valuation Report contains the Schedule of Properties.
Appendix B provides a split of the Properties value by Country.
Appendix C provides relevant details of those Properties in the course of
construction.
The Company has expressly instructed us not to disclose certain information
which is considered commercially sensitive, namely the individual values of
the Properties and individual information in respect of Properties in the
course of construction.
Market Conditions
Heightened global geopolitical tensions, combined with energy security issues,
climate change and increased state-backed cyber-attacks continue to affect
property market stability. While there is recent evidence of economic growth
in the UK, along with expectations of interest rate reductions in the latter
part of 2024, capital markets remain constrained and investors remain
cautious. There are signs that capital values are beginning to stabilise in
several sectors, however there continues to be a high degree of polarisation
between primary and secondary class assets.
Experience has shown that consumer and investor behaviour can quickly change
during periods of instability. Lending or investment decisions should reflect
any heightened level of volatility and potential for changing market
conditions.
It is important to note that the conclusions set out in this Valuation 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 evolving events.
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 in Course of Development and for the value
of land
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 the end value.
Construction Contracts
Recently there has been a decrease in demand in the construction industry,
driven by a reduction in activity within housing, commercial and industrial
sectors as a result of increased borrowing costs. The diminution in demand
has been driven by the increased costs of capital affecting levels of
investment.
Inflationary pressures (although significantly reduced at present) still
prevail and BCIS are still forecasting cost price inflation over the next five
years. This may place additional pressure on both the developer's and
builder's profit margins and development viability, and this should therefore
be given careful consideration in lending and investment decisions. Caution
is advised in this regard.
We also 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. Again, 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. We recommend
carefully checking the construction/building contract to confirm our
assumption.
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 Red Book (the "Valuation Standards").
The Valuation is compliant with the requirements of Rule 29 of the Takeover
Code.
The Properties have been valued by valuers who are appropriately and
professionally qualified, suitably experienced and independent of the Company
and Tritax EuroBox and have the appropriate competences for the purpose of the
Valuation in accordance with the Red Book and Rule 29.3 (a) (ii) and (iii) of
the Takeover Code. We confirm that we have sufficient and current local and
national knowledge of the particular property market involved and have the
necessary 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 SEGRO 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
Wherever appropriate, sustainability and environmental matters are an integral
part of the valuation approach. 'Sustainability' is taken to mean the
consideration of such matters as environment and climate change, health and
well-being and corporate responsibility that can or do impact on the valuation
of an asset. In a valuation context, sustainability encompasses a wide range
of physical, social, environmental, and economic factors that can affect
value. The range of issues includes key environmental risks, such as flooding,
energy efficiency and climate, as well as matters of design, configuration,
accessibility, legislation, management, and fiscal considerations - and
current and historic land use.
Sustainability has an impact on the value of an asset, even if not explicitly
recognised. Valuers reflect markets, they do not lead them. Where we recognise
the value impacts of sustainability, we are reflecting our understanding of
how market participants include sustainability requirements in their bids and
the impact on market valuations.
Climate Risk Legislation
From June 2019, the Climate Change Act 2008 (2050 Target Amendment) Order 2019
commits the UK Government to reducing greenhouse gas emissions by 100% from
1990 levels (i.e. a Net Zero position) by 2050. In 2021 an interim target was
set, to reduce emissions by 78% by 2035, by decarbonising electricity
generation. This means that fossil fuels used in buildings, such as natural
gas for heating, are incompatible with this commitment. The proposal to update
the Minimum Energy Efficiency Standards, to require all non-domestic
properties to a minimum EPC rating of B in 2030 has not been ratified and in
the absence of any commentary from the current administration, we assume
landlords will continue to work towards this target.
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 Disclosures"
(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
have an impact on UK asset values due to the requirements in reporting to
European investors.
Assumptions
The Properties' details on which each Valuation is based are as set out in
this Valuation 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.
Development Properties
Properties held for immediate Development or in the Course of Development have
been mainly valued on the Residual (Development Appraisal) Method. This is the
commonly practised method of valuing development property, whereby the
estimated total costs of realising the proposed development (including
construction costs, fees and other on-costs, contingencies, costs of finance
and developer's profit) are deducted from the gross development value of the
completed project to determine the residual land value.
Where available, land values have been derived from comparable transactions
and reflect our opinion of value as at the Valuation Date. Should
information which we were not made aware of at the time of the Valuation
subsequently come to light which changes our view on any of the input
variables adopted, then the value reported is subject to change and we reserve
the right to amend our Valuation figures accordingly.
It should be noted that land values derived from a Residual (Development
Appraisal) Method calculation are extremely sensitive to minor changes in any
of the inputs. Whilst we have checked the information provided to us against
available sources of information and provided for a level of profit which in
our opinion reflects the level of risk inherent in the project, unforeseen
events such as delays in timing, minor market movements etc. can have a
disproportionate effect on the resulting value.
Independence
The total annual fees, including the fee for this assignment, earned by CBRE
(or other companies forming part of the same group of companies within the UK)
from SEGRO (or other companies forming part of the same group of companies) is
less than 5.0% of the total annual UK and Continental European revenues of the
CBRE group.
It is not anticipated this situation will vary in the financial year to 31
December 2024.
We confirm that neither the valuers concerned nor CBRE have any personal
interest in the Company, Tritax EuroBox or any of the Properties or in the
outcome of the Valuation.
Previous Involvement and Conflicts of Interest
We confirm that we have valued the Properties on behalf of the Company and the
Company's joint venture partners on a half-yearly basis for financial
reporting purposes for some of the Properties in excess of 10 years, the most
recent valuation being 30 June 2024.
From time to time, CBRE provides agency or professional services to the
Company and to its joint ventures.
CBRE provides some agency and/or professional services to some of the
occupiers of the Properties and where this occurs, any conflict arising is
managed through an information barrier.
We confirm that we have valued the Properties on behalf of Tritax EuroBox on a
half-yearly basis for financial reporting purposes since 31 March 2023 the
most recent valuation being 31 March 2024.
CBRE provides property management services to Tritax EuroBox in respect of all
the properties and from time to time agency or professional services to Tritax
EuroBox. CBRE has also been engaged by the Addressees to value the Continental
European portfolio of Tritax EuroBox for the purposes of the Transaction.
We do not consider that this previous involvement represents a conflict of
interest and you have confirmed to us that you also consider this to be the
case.
We confirm that we are not aware of any further conflicts of interest that
would prevent us from exercising the required levels of independency and
objectivity in undertaking the Valuation.
Copies of our conflict-of-interest checks have been retained within the
working papers.
Disclosure
The principal signatory of this Valuation Report has continuously been the
signatory of valuations for the Company since 2019.
CBRE has continuously been carrying out valuation instructions for the Company
for in excess of 10 years.
CBRE has carried out valuation, agency and professional services on behalf of
the Company for in excess of 10 years.
Responsibility
For the purposes of Rule 29 of the Takeover Code, 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.
Reliance
Save as set out in "Responsibility" above, the contents of this Valuation
Report may only be relied upon by:
i) Addressees of the Report; and
ii) the parties who have received prior written consent
from CBRE in the form of a reliance letter; and
iii) the shareholders of the Company,
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.
Publication
We understand that this Valuation Report will also be required to be put on
public display on the websites of the Company and Tritax EuroBox in accordance
with Rules 26.3 and 29.4 of the Takeover Code.
Neither the whole nor any part of our Valuation Report nor any references
thereto may be included in any published document, circular or statement nor
published in any way without our prior written approval of the form and
context in which it will appear (such approval to not be unreasonably withheld
or delayed).
Such publication of, or reference to this Valuation Report will not be
permitted unless it contains a sufficient contemporaneous reference to any
departure from the Red Book or the incorporation of the special assumptions
referred to herein.
Yours faithfully
x
Peter Stoughton-Harris
BSc (Hons) MRICS
Executive Director
RICS Registered Valuer
For and on behalf of CBRE Limited
+44 2071822675
Peter.Stoughton-Harris (mailto:Peter.Stoughton-Harris@cbre.com) @cbre.com
(mailto:Peter.Stoughton-Harris@cbre.com)
Yours faithfully
x
Mike O'Connor
B.Com (VPM) MRICS
Director
RICS Registered Valuer
For and on behalf of CBRE Limited
+44 207 182 3142
Mike.oconnor1@cbre.com
Yours faithfully
x
Stephen Marshall
BSc (Hons) MRICS MCIArb
Executive Director
RICS Registered Valuer
For and on behalf of CBRE Limited
+44 2071822672
Stephen.marshall@cbre.com (mailto:Stephen.marshall@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 the
Company and their professional advisors, as set out within this Valuation
Report, which we have assumed to be correct and comprehensive, including:
1. Tenancy and management information;
2. Capex information;
3. Measured floor areas;
4. Copies of investment committee reports in the case of new
acquisitions;
5. Development packs in respect of each development property;
6. Ad hoc emails on the latest transactions up to the Valuation Date;
and
7. Detailed comments from the Company on our draft Valuation.
The Properties Our Valuation Report contains a brief summary of the Property details on which
our Valuation has been based.
The Company has expressly instructed us not to disclose certain information,
which is considered commercially sensitive, namely the individual values of
the Properties and individual information in respect of Properties in the
course of construction.
Inspection As part of our valuation instruction from the Company for financial reporting
purposes, the Properties have been subject to external inspections each year.
As instructed, we have not re-inspected all the Properties for the purpose of
this Valuation.
With regard to those Properties which have not been subject to re-inspection,
the Company has confirmed that they are not aware of any material changes to
the physical attributes of the Properties, or the nature of their location,
since the last inspection. We have assumed this advice to be correct.
Where Properties have not been reinspected, the valuer will not carry out the
usual range of enquiries performed during a full inspection of these
Properties and will make the appropriate assumptions based on the information
provided or available that, without a full inspection, cannot be verified. The
instructing parties acknowledge and accept the heightened and inherent
uncertainty and risks relying upon a valuation prepared on a desktop basis.
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 Properties
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 Properties. 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 development
schemes are outside the scope of our Valuation 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
Valuation 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.
The Company has confirmed and we confirm that our Assumptions are correct as
far as the Company and we, respectively, are aware. In the event that any of
these Assumptions prove to be incorrect then our Valuation 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 Valuation 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 Valuation 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 Valuation Date. Where
the Properties, or parts thereof, are vacant at the Valuation Date, the rental
value reflects the rent we consider would be obtainable on an open market
letting as at the Valuation Date.
Rental Values Unless stated otherwise rental values indicated in our Valuation 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 Valuation.
Process plant and machinery, tenants' fixtures and specialist trade fittings
have been excluded from our Valuation.
All measurements, areas and ages quoted in our Valuation 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;
d) 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
e) 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 Valuation Report, and in the absence of
Authority Requirements any information to the contrary, we have assumed that:
a) the Properties possess 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 are 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.
Appendices
Appendix A: Schedule of Properties as at 30 June 2024 UK and Continental
Europe
UK
Tenure Ownership Purpose Share (%) Inspection Date
STE - Data Centre Freehold Held for Investment Purposes 100% 08/04/2024
STE - DC - 111 Buckingham Avenue Freehold BUC 100% 23/04/2024
STE - DC - 485 Berkshire Avenue Freehold Held for Investment Purposes 100% 23/04/2024
STE - Land Freehold Land 100% 23/04/2024
STE - Office Freehold Held for Investment Purposes 100% 23/04/2024
STE - Other (Retail, car showroom) Freehold Held for Investment Purposes 100% 23/04/2024
STE - Warehouse 0 - 3,000 sq ft Freehold Held for Investment Purposes 100% 08/04/2024
STE - Warehouse 3,001 - 10,000 sq ft Freehold Held for Investment Purposes 100% 08/04/2024
STE - Warehouse 10,001 - 30,000 sq ft Freehold Held for Investment Purposes 100% 08/04/2024
STE - Warehouse 30,001 - 50,000 sq ft Freehold Held for Investment Purposes 100% 23/04/2024
STE - 136 Edinburgh Avenue Freehold BUC 100% 23/04/2024
STE - Warehouse 50,001 plus sq ft Freehold Held for Investment Purposes 100% 23/04/2024
STE - Whitby Road Freehold Held for Investment Purposes 100% 23/04/2024
Segro Park Slough Southside Freehold Held for Investment Purposes 100% 23/04/2024
Segro Park Slough Southside (Plot A) Freehold Land 100% 23/04/2024
SEGRO Park Acton Freehold Held for Investment Purposes 100% 03/05/2024
SEGRO Park Hurricane Way (2) Freehold Land 100% 23/04/2024
SEGRO Park Hurricane Way Long Leasehold Held for Investment Purposes 100% 23/04/2024
SEGRO Logistics Centre Hatfield Freehold Held for Investment Purposes 100% 26/02/2024
SEGRO Centre Barking Freehold Held for Investment Purposes 100% 10/07/2023
SEGRO Logistics Centre Sealand Road Long Leasehold Held for Investment Purposes 100% 08/04/2024
SEGRO Park Croydon Beddington Lane Freehold Held for Investment Purposes 100% 08/05/2024
SEGRO Park Walthamstow Freehold Land 100% 17/01/2024
Heathrow, Bonded Stores Freehold Held for Investment Purposes 100% 08/04/2024
SEGRO Park Rainham - Innovation Business Centre Freehold Held for Investment Purposes 100% 10/07/2023
SEGRO Park Rainham (Phase 1) Freehold Held for Investment Purposes 100% 10/07/2023
SEGRO Park Rainham (Phase 2) Freehold Held for Investment Purposes 100% 10/07/2023
SEGRO Park Rainham - Enterprise Business Centre Freehold Held for Investment Purposes 100% 10/07/2023
SEGRO Park Bracknell Freehold Held for Investment Purposes 100% 23/04/2024
SEGRO Logistics Centre Colnbrook Freehold Held for Investment Purposes 100% 02/05/2024
SEGRO Logistics Centre Central Gate Freehold / Leasehold Held for Investment Purposes 100% 04/10/2023
SEGRO Park Centenary Way Freehold Held for Investment Purposes 100% 15/04/2024
SEGRO Park Clapham North Freehold Land 100% 30/04/2024
SEGRO Park Croydon Redhouse Road Freehold Held for Investment Purposes 100% 08/05/2024
SEGRO Park Coronation Road Freehold Held for Investment Purposes 100% 29/05/2024
SEGRO Park Coronation Road (Land) Freehold Land 100% 29/05/2024
SEGRO Park Croydon Purley Way Freehold Held for Investment Purposes 100% 08/05/2024
SEGRO Park Belvedere Crabtree Manorway (Conway) Freehold Land 100% 17/11/2023
SEGRO Park Coventry (DHL Pre-let) Freehold Held for Investment Purposes 100% 04/10/2023
SEGRO Park Coventry (Syncreon Pre-let) Freehold Held for Investment Purposes 100% 04/10/2023
Plot 4B, SEGRO Park Coventry Freehold Held for Investment Purposes 100% 04/10/2023
Plot 4C, SEGRO Park Coventry Freehold Held for Investment Purposes 100% 04/10/2023
SEGRO Park Coventry (Gateway South) Freehold Land 100% 04/10/2023
SEGRO Park Reef Street Freehold Held for Investment Purposes 100% 10/07/2023
SEGRO Logistics Centre Poyle Freehold Held for Investment Purposes 100% 02/05/2024
SEGRO Centre Park Royal Freehold Held for Investment Purposes 100% 29/05/2024
SEGRO Park Deptford Long Leasehold Held for Investment Purposes 100% 17/11/2023
SEGRO Park Great Cambridge Freehold Held for Investment Purposes 100% 15/04/2024
SEGRO Park Canning Town Freehold Held for Investment Purposes 100% 10/07/2023
SEGRO Logistics Park East Midlands Freehold Held for Investment Purposes 100% 26/02/2024
EMG Intermodal Land - Maersk pre-let Freehold BUC 100% 26/02/2024
SEGRO Logistics Park East Midlands - DHL Pre-let Freehold BUC 100% 26/02/2024
SEGRO Park Morson Road Freehold Held for Investment Purposes 100% 15/04/2024
SEGRO Park Morson Road Freehold Land 100% 15/04/2024
SEGRO Park Belvedere Crabtree Manorway (Fordgate) Freehold Land 100% 17/11/2023
SEGRO Logistics Centre Faggs Road Freehold Held for Investment Purposes 100% 02/05/2024
SEGRO Logistics Centre Stansted Long Leasehold Held for Investment Purposes 100% 20/02/2024
SEGRO Logistics Centre Stansted (Land) Long Leasehold Land 100% 20/02/2024
SEGRO Park Gatwick Airport Long Leasehold Held for Investment Purposes 100% 12/04/2024
SEGRO Park Fairway Drive Freehold Held for Investment Purposes 100% 03/05/2024
SEGRO Park Fairway Drive (Phase 2) Freehold Land 100% 03/05/2024
SEGRO V-Park Grand Union Freehold Held for Investment Purposes 50% 17/11/2023
SEGRO Park Greenford Ockham Drive Freehold Held for Investment Purposes 100% 10/05/2024
SEGRO Park Greenford Central Freehold Held for Investment Purposes 100% 10/05/2024
SEGRO Centre Greenford North Freehold Held for Investment Purposes 100% 10/05/2024
SEGRO Park Grand Union Freehold Held for Investment Purposes 100% 29/05/2024
SEGRO Park Heathrow, Shoreham Road Long Leasehold Held for Investment Purposes 100% 08/04/2024
SEGRO Park Heathrow, Sandringham Road Long Leasehold Held for Investment Purposes 100% 08/04/2024
SEGRO Park Green Lane Freehold Held for Investment Purposes 100% 02/05/2024
SEGRO Logistics Centre Welham Green Freehold Held for Investment Purposes 100% 26/02/2024
SEGRO Centre Enfield North Freehold Held for Investment Purposes 100% 04/08/2023
SEGRO Park Newham (Travelodge) Freehold Held for Investment Purposes 100% 17/01/2024
SEGRO Park Newham Freehold Held for Investment Purposes 100% 17/01/2024
Northampton Gateway Rail Freight (Maritime) Freehold Held for Investment Purposes 100% 22/11/2023
SEGRO Logistics Park Northampton - Yusen Pre-let Freehold BUC 100% 22/11/2023
SEGRO Logistics Park Northampton Freehold Land 100% 22/11/2023
SEGRO Centre Kentish Town Freehold Held for Investment Purposes 100% 17/11/2023
SEGRO Park Premier Road Freehold Held for Investment Purposes 100% 29/05/2024
SEGRO Park Rainsford Road Freehold Held for Investment Purposes 100% 29/05/2024
SEGRO Park Belvedere (Mulberry) Freehold Land 100% 17/11/2023
SEGRO Park Central Way Freehold Held for Investment Purposes 100% 03/05/2024
SEGRO Park Hatton Cross Freehold Held for Investment Purposes 100% 02/05/2024
SEGRO Park Hayes Freehold Held for Investment Purposes 100% 03/05/2024
SEGRO Park Deptford (New Cross) Freehold Land 100% 17/11/2023
SEGRO Park North Feltham Freehold Held for Investment Purposes 100% 03/05/2024
SEGRO Centre Dagenham Freehold Held for Investment Purposes 100% 10/07/2023
SEGRO Park Perivale Freehold Held for Investment Purposes 100% 10/05/2024
SEGRO Park Enfield Freehold Held for Investment Purposes 100% 15/04/2024
SEGRO Park Scylla Road Freehold Held for Investment Purposes 100% 08/04/2024
SEGRO Logistics Park Purfleet Freehold Held for Investment Purposes 100% 17/01/2024
SEGRO Park Coventry (Whitley South) Freehold Land 100% 04/10/2023
Royfreight, Belvedere Freehold Land 100% 17/11/2023
SEGRO Logistics Park Rugby Freehold Held for Investment Purposes 100% 22/11/2023
SEGRO Park Belvedere (River Wharf) Freehold Land 100% 17/11/2023
SEGRO Park Stansted Airport Long Leasehold Held for Investment Purposes 100% 20/02/2024
Radlett Land Freehold Land 100% 22/11/2023
SEGRO Park Great West Road Freehold Held for Investment Purposes 100% 02/05/2024
SmartParc SEGRO Derby Freehold Held for Investment Purposes 100% 22/11/2023
SmartParc SEGRO Derby - Greggs Pre-let Freehold BUC 100% 22/11/2023
SmartParc SEGRO Derby Freehold Land 100% 22/11/2023
SEGRO Park Heathrow Freehold Held for Investment Purposes 100% 02/05/2024
Sunbury, Hanworth Road Land Freehold Land 100% 27/07/2023
SEGRO Park Space Waye Freehold Held for Investment Purposes 100% 03/05/2024
SEGRO Park Space Waye Freehold Land 100% 03/05/2024
Bath Road Retail Park Freehold Land 100% 08/04/2024
STE - Bath Road Phase 2 Freehold Held for Investment Purposes 100% 08/04/2024
STE - Bath Road Covered Land Freehold Land 100% 08/04/2024
Gatwick, Stokers House Long Leasehold Held for Investment Purposes 100% 12/04/2024
Gatwick, Timberham House Long Leasehold Held for Investment Purposes 100% 12/04/2024
SEGRO Park Tottenham Freehold Held for Investment Purposes 100% 16/11/2023
SEGRO Park Abbey Road Freehold Held for Investment Purposes 100% 29/05/2024
SEGRO Park Victoria Road Freehold Held for Investment Purposes 100% 29/05/2024
SEGRO Park Westway Freehold Held for Investment Purposes 100% 10/05/2024
SEGRO Park Hackney Wick Freehold Land 100% 17/01/2024
SEGRO Park Wapping Freehold Land 100% 17/01/2024
Continental Europe
Property Name Tenure Ownership Purpose Share (%) Inspection Date
Belgium
Kortenberg Freehold Land 100% 23/01/2024
Pegasus Park I Freehold Held for Investment Purposes 100% 23/01/2024
Czech Republic
SEGRO Logistics Park Prague Freehold Held for Investment Purposes 50% 27/06/2024
SEGRO Logistics Park Prague - Land Freehold Land 50% 27/06/2024
SEGRO Logistics Park Prague - Land WO Freehold Land 50% 27/06/2024
France
SEGRO Centre Lyon Saint-Exupéry 1 Short Leasehold Held for Investment Purposes 100% 25/11/2023
SEGRO Logistics Park Garonor Freehold Held for Investment Purposes 100% 17/08/2023
SEGRO Logistics Park Aulnay Freehold Held for Investment Purposes 100% 17/08/2023
Blanc-Mesnil CDA Freehold Land 100% 18/10/2023
SEGRO Logistics Centre Bondoufle Marinière 1 Freehold Held for Investment Purposes 50% 18/08/2023
SEGRO Logistics Centre Bondoufle Marinière 3 Freehold Held for Investment Purposes 50% 18/08/2023
SEGRO Centre Bondoufle Freehold Held for Investment Purposes 100% 18/08/2023
SEGRO Park Le Blanc-Mesnil Carré des Aviateurs Freehold Held for Investment Purposes 100% 17/08/2023
Pont Yblon Freehold Land 100% 17/08/2023
SEGRO Park Le Blanc-Mesnil Descartes Freehold Held for Investment Purposes 100% 19/11/2023
Bobigny Freehold Land 100% 17/08/2023
Le Bourget Freehold Land 100% 18/10/2023
SEGRO Parc Bonneuil Sud (PAPC) Freehold Held for Investment Purposes 100% 18/10/2023
Bonneuil Sud Freehold Land 100% 10/07/2023
Chaponnay Freehold Land 100% 19/07/2023
SEGRO Centre Vénissieux Charbonnier Freehold Held for Investment Purposes 100% 18/10/2023
SEGRO Park Choisy-Alfortville Freehold Held for Investment Purposes 100% 24/07/2023
SEGRO Park Collégien Freehold Held for Investment Purposes 100% 09/02/2024
SEGRO Centre Corbas Montmartin 1 Freehold Held for Investment Purposes 100% 05/03/2024
SEGRO Logistics Centre Saint-Martin-de-Crau A Freehold Held for Investment Purposes 50% 20/08/2023
SEGRO Logistics Centre Saint-Martin-de-Crau C Freehold Held for Investment Purposes 50% 20/08/2023
SEGRO Centre Drancy Freehold Held for Investment Purposes 100% 26/10/2023
SEGRO Logistics Centre Dugny Freehold Held for Investment Purposes 50% 19/10/2023
SEGRO Logistics Centre Élancourt Diderot Freehold Held for Investment Purposes 100% 18/10/2023
SEGRO V-Park Élancourt Freehold Held for Investment Purposes 100% 15/11/2023
SEGRO Centre Paris 19 Freehold Held for Investment Purposes 100% 18/10/2023
SEGRO Logistics Centre Saint-Quentin-Fallavier Freehold Held for Investment Purposes 50% 05/10/2023
SEGRO Logistics Park Saint-Quentin-Fallavier Freehold Held for Investment Purposes 50% 05/10/2023
SEGRO Logistics Park Saint-Quentin-Fallavier - Land Freehold Land 50% 22/12/2023
SEGRO Logistics Centre Montargis Freehold Land 50% 18/07/2023
SEGRO Logistics Centre Fleury-Mérogis Freehold Held for Investment Purposes 50% 18/07/2023
SEGRO Centre Gennevilliers. Short Leasehold Held for Investment Purposes 100% 06/07/2023
SEGRO V-Park Gennevilliers Paris Air² Short Leasehold Held for Investment Purposes 100% 31/09/2023
SEGRO Logistics Centre Genas Freehold Held for Investment Purposes 50% 31/09/2023
SEGRO Logistics Centre Gonesse II Freehold Held for Investment Purposes 50% 19/08/2023
SEGRO V-Park Paris 13 - Les Gobelins Freehold BUC 100% 14/11/2023
SEGRO Logistics Centre Grans-Clesud Freehold Held for Investment Purposes 50% 20/08/2023
Irigny Leasehold Land 100% 19/12/2023
SEGRO Park La Courneuve Freehold Held for Investment Purposes 100% 09/07/2023
SEGRO Centre La Courneuve Freehold Held for Investment Purposes 100% 09/07/2023
Lesquin Freehold Land 100% 11/11/2023
SEGRO Park Limeil-Brévannes Freehold Held for Investment Purposes 100% 14/11/2023
SEGRO Centre Dourges Freehold Held for Investment Purposes 100% 11/09/2023
SEGRO Centre Vénissieux Sentuc Freehold Held for Investment Purposes 100% 22/11/2023
SEGRO Logistics Centre Corbas Vanoise Freehold Held for Investment Purposes 50% 05/03/2024
SEGRO Centre Corbas Mérieux Freehold Held for Investment Purposes 50% 05/03/2024
SEGRO Logistics Park Marly-la-Ville Freehold Held for Investment Purposes 50% 19/04/2024
SEGRO Park Massy Freehold Held for Investment Purposes 100% 30/10/2023
Compans Freehold Land 100% 20/11/2023
SEGRO Logistics Centre Mitry-Mory Freehold Held for Investment Purposes 50% 19/04/2024
Corbas Montmartin 2 Freehold Land 100% 18/11/2023
Nanterre Freehold Land 100% 03/11/2023
SEGRO Logistics Centre Oignies Freehold Held for Investment Purposes 50% 04/11/2023
SEGRO Parc des Petits Carreaux Grand Paris Val-de-Marne Freehold Held for Investment Purposes 100% 18/10/2023
PAPC Freehold Land 100% 18/10/2023
SEGRO Logistics Centre Le Plessis-Pâté Freehold Held for Investment Purposes 50% 18/04/2023
Marseille Freehold Land 100% 18/12/2023
Plaisir Freehold Land 100% 13/01/2024
SEGRO Centre Le Plessis-Paté Freehold Held for Investment Purposes 100% 18/04/2024
SEGRO Logistics Centre Pusignan Freehold Held for Investment Purposes 50% 31/05/2024
Les Gobelins Land Freehold Land 49% 16/01/2024
Ris-Orangis School Freehold Held for Investment Purposes 100% 19/09/2023
SEGRO Centre Ris-Orangis Freehold Held for Investment Purposes 100% 19/09/2023
SEGRO Park Roissy Freehold Held for Investment Purposes 100% 30/10/2023
SEGRO Logistics Park Saint-Ouen-l'Aumône 1&2 Freehold Held for Investment Purposes 50% 17/04/2023
SEGRO Centre Saint-Priest Freehold Held for Investment Purposes 100% 05/03/2023
SEGRO Centre Paris 16 Freehold Held for Investment Purposes 100% 14/11/2023
SEGRO Logistics Park Saint-Ouen-l'Aumône 3&4 Freehold Held for Investment Purposes 50% 17/04/2024
SEGRO Logistics Park Saint-Witz Freehold Held for Investment Purposes 50% 19/04/2024
Sucy Freehold Land 100% 09/01/2024
SEGRO Logistics Centre Élancourt Politzer Freehold Held for Investment Purposes 100% 21/03/2024
SEGRO Logistics Centre Gonesse Freehold Held for Investment Purposes 50% 19/04/2024
SEGRO Centre Le Thillay Freehold Held for Investment Purposes 100% 28/01/2024
SEGRO Park Le Thillay Freehold Held for Investment Purposes 100% 18/11/2023
SEGRO Logistics Park Vitrolles Freehold Held for Investment Purposes 100% 09/11/2023
Vitrolles Freehold BUC 100% 09/11/2023
Vitrolles Freehold Land 100% 09/11/2023
SEGRO Centre Montagny Freehold Held for Investment Purposes 100% 22/11/2023
SEGRO Centre Wissous 4 Short Leasehold Held for Investment Purposes 100% 13/02/2024
SEGRO Centre Wissous 5 Leasehold Held for Investment Purposes 100% 08/02/2024
Germany
SEGRO Logistics Park Alzenau Freehold Held for Investment Purposes 50% 12/09/2023
SEGRO Park Berlin Airport Freehold Held for Investment Purposes 100% 11/10/2023
SEGRO Park Berlin Airport - Remaining Land Phase 6 Freehold Land 100% 11/10/2023
SEGRO Park Berlin Airport (Former office land) (GE4701) Freehold Land 100% 11/10/2023
SEGRO Park Berlin Airport - Land Freehold Land 100% 11/10/2023
SEGRO Logistics Park Berlin Schoenefeld Freehold Held for Investment Purposes 50% 11/10/2023
SEGRO Park Berlin Airport (SELP) Freehold Held for Investment Purposes 50% 11/10/2023
SEGRO Logistics Centre Hamburg Leasehold Held for Investment Purposes 50% 21/09/2023
SEGRO Park Düsseldorf Süd Freehold Held for Investment Purposes 100% 26/04/2024
SEGRO Park Düsseldorf Süd (12a/12b) Freehold Land 100% 26/04/2024
Düsseldorf Bonner Straße Phase 11 Freehold BUC 100% 26/04/2024
SEGRO Park Düsseldorf Süd (10+11) Freehold Land 100% 26/04/2024
SEGRO Park Düsseldorf City Freehold Held for Investment Purposes 100% 26/04/2024
SEGRO Park Düsseldorf Flingern Freehold Held for Investment Purposes 100% 22/05/2024
Düsseldorf Königsberger Straße (Thyssen) - Höherweg Freehold BUC 100% 26/04/2024
SEGRO Park Düsseldorf Flingern Freehold Land 100% 24/11/2024
SEGRO Park Dortmund Freehold Land 100% 02/08/2023
SEGRO Logistics Centre Essen Freehold Held for Investment Purposes 100% 24/08/2023
SEGRO Logistics Park Bischofsheim Freehold Held for Investment Purposes 50% 07/02/2024
SEGRO Logistics Centre Frauenaurach Freehold Held for Investment Purposes 100% 18/01/2024
SEGRO Park Frechen (GE5921) Freehold BUC 100% 15/07/2023
SEGRO Park Frechen (GE5920) Freehold Land 100% 15/10/2023
SEGRO Logistics Centre Freiberg Freehold Held for Investment Purposes 100% 07/03/2024
SEGRO Park Frankfurt Nord Freehold Held for Investment Purposes 100% 05/07/2023
SEGRO Logistics Park Großbeeren Freehold Held for Investment Purposes 100% 01/02/2024
SEGRO Logistics Centre Hamburg-Billbrook Freehold Held for Investment Purposes 50% 10/08/2023
SEGRO Logistics Park Herford Freehold Held for Investment Purposes 50% 13/11/2023
SEGRO Logistics Centre Hamburg-Winsen Freehold Held for Investment Purposes 50% 10/08/2023
SEGRO Logistics Centre Ingolstadt Freehold Held for Investment Purposes 50% 20/10/2023
SEGRO Logistics Centre Grevenbroich Kapellen Freehold Held for Investment Purposes 50% 26/04/2024
SEGRO Logistics Park Krefeld Süd Freehold Held for Investment Purposes 50% 26/04/2024
SEGRO Logistics Centre Krefeld Freehold Held for Investment Purposes 50% 26/04/2024
SEGRO Logistics Centre Krefeld II Freehold Held for Investment Purposes 50% 26/04/2024
SEGRO Logistics Park Leipzig Airport Freehold Held for Investment Purposes 50% 24/01/2024
SEGRO Logistics Centre Mönchengladbach Airport Freehold Held for Investment Purposes 50% 26/04/2024
SEGRO Logistics Centre Malsfeld, DC1 Freehold Held for Investment Purposes 50% 26/04/2024
SEGRO Logistics Centre Malsfeld, DC2 Freehold Held for Investment Purposes 50% 26/04/2024
SEGRO Park Moerfelden Freehold Held for Investment Purposes 100% 07/02/2024
Moerfelden Freehold Held for Investment Purposes 100% 07/02/2024
SEGRO Logistics Centre München Freehold Held for Investment Purposes 100% 31/03/2024
SEGRO Logistics Centre München Airport Freehold Held for Investment Purposes 50% 31/03/2024
SEGRO Park Ingolstadt Freehold Held for Investment Purposes 100% 03/03/2024
SEGRO Logistics Centre Neuenstadt Freehold Held for Investment Purposes 50% 15/11/2023
SEGRO Logistics Centre Neuss Freehold Held for Investment Purposes 50% 26/04/2024
SEGRO Logistics Park Oberhausen Freehold Held for Investment Purposes 50% 27/03/2024
SEGRO Logistics Park Oberhausen - Lekkerland Freehold Held for Investment Purposes 50% 27/03/2024
SEGRO Logistics Centre Leipzig Nord Freehold Held for Investment Purposes 50% 01/02/2024
SEGRO Park Frankfurt City Freehold Held for Investment Purposes 100% 05/07/2023
SEGRO Park Frankfurt City Freehold Land 100% 05/07/2023
SEGRO Park Sachsenheim Freehold Held for Investment Purposes 100% 07/03/2024
SEGRO Logistics Park Berlin Schoenefeld - Land Freehold Land 100% 11/10/2023
SEGRO Park Köln City Freehold Held for Investment Purposes 100% 27/03/2024
SEGRO Park Köln City - Land Freehold Land 100% 31/10/2023
SEGRO Logistics Centre Hamburg Neu Wulmsdorf Freehold BUC 50% 21/09/2023
Italy
Vimercate (MI) Freehold Land 100% 16/01/2024
SEGRO Logistics Centre Milan Freehold Held for Investment Purposes 100% 20/02/2024
Milan DS4 (parking for DS1) Freehold Land 100% 20/02/2024
Milan DS1 RFI Freehold Land 100% 20/02/2024
SEGRO Logistics Centre Bologna North (SELP) Freehold Held for Investment Purposes 50% 20/04/2024
SEGRO Logistics Park Turin Freehold Held for Investment Purposes 50% 20/11/2023
SEGRO Logistics Park Castel San Giovanni (SELP) Freehold Held for Investment Purposes 50% 20/04/2024
SEGRO Logistics Park Interporto Bologna (SELP) Freehold Held for Investment Purposes 50% 15/10/2023
SEGRO Logistics Park Milan South Freehold Held for Investment Purposes 50% 20/04/2024
Milan East DC2 Freehold Held for Investment Purposes 50% 23/12/2023
SEGRO Logistics Centre Milan East (Trezzo) Freehold Held for Investment Purposes 50% 21/09/2023
SEGRO Logistics Park Rome South Freehold Held for Investment Purposes 50% 30/12/2023
Alessandria DC2 Freehold Land 100% 21/02/2024
Rome South DC 2 - Extension land Freehold Land 100% 30/12/2023
SEGRO Logistics Centre Bologna North Freehold Held for Investment Purposes 100% 11/12/2024
SEGRO Logistics Centre Bologna North Freehold Held for Investment Purposes 100% 12/01/2024
SEGRO Logistics Park Naples Freehold Held for Investment Purposes 100% 16/07/2023
Naples DC3 Freehold Held for Investment Purposes 100% 16/07/2023
Naples DC1 Ext Freehold Land 100% 16/07/2023
Naples DC4 & DC5 Freehold Land 100% 16/07/2023
SEGRO Logistics Park Castel San Giovanni Freehold Held for Investment Purposes 100% 20/02/2024
CSG W2 (W1 Extension) Freehold Land 100% 20/02/2024
Milan East DC4 Freehold Land 100% 25/01/2024
SEGRO Logistics Park Interporto Bologna Freehold Held for Investment Purposes 100% 15/10/2023
Lodi DC1 Freehold Land 100% 11/12/2023
SEGRO Logistics Park Novara Freehold Held for Investment Purposes 100% 21/04/2024
SEGRO Logistics Park Novara Freehold Land 100% 21/04/2024
SEGRO Logistics Centre Turin (Orbassano) Freehold Held for Investment Purposes 100% 24/11/2023
SEGRO Logistics Centre Rome (Tecnopolo) Freehold Held for Investment Purposes 100% 25/01/2024
SEGRO Logistics Park Rome North Leasehold Held for Investment Purposes 100% 03/06/2024
SEGRO Logistics Park Rome South Freehold BUC 100% 03/06/2024
Rome South D Land Freehold Land 100% 07/12/2023
Rovigo DC2 Freehold Land 100% 07/11/2023
SEGRO Logistics Centre Rome South (Anagni) Freehold Held for Investment Purposes 100% 02/01/2024
SEGRO Centre Castel San Giovanni Freehold Held for Investment Purposes 100% 15/3/2024
Turin DC3 / DC4 Freehold Land 100% 26/12/2023
SEGRO Logistics Centre Venice (Treviso) Freehold Held for Investment Purposes 100% 15/11/2023
SEGRO Logistics Centre Turin (Grugliasco) Freehold Held for Investment Purposes 100% 08/03/2024
SEGRO Logistics Centre Turin (Asti) Freehold Held for Investment Purposes 100% 08/03/2024
SEGRO Logistics Centre Venice (Vicenza) Freehold Held for Investment Purposes 100% 28/03/2024
Netherlands
SEGRO Logistics Centre Heerlen Freehold Held for Investment Purposes 100% 15/06/2024
Hoeksteen 16 Freehold Held for Investment Purposes 50% 05/05/2024
Hoeksteen 26 Freehold Held for Investment Purposes 50% 05/05/2024
SEGRO Logistics Centre Hoofddorp Freehold Held for Investment Purposes 50% 05/05/2024
Mewi land Freehold Land 100% 14/02/2024
SEGRO Park Amsterdam Airport LN0828 Freehold Land 50% 05/05/2024
SEGRO Park Amsterdam Airport (NL0801 strip of land for LU9-13 & NL0803 Freehold Land 100% 05/05/2024
roads and dykes)
SEGRO Park Amsterdam Airport Freehold Held for Investment Purposes 50% 05/05/2024
SEGRO Park Amsterdam Airport Freehold Held for Investment Purposes 50% 13/11/2023
SEGRO Logistics Centre Schipol Freehold Held for Investment Purposes 50% 05/05/2024
SEGRO Logistics Centre Tilburg I Freehold Held for Investment Purposes 50% 05/04/2024
SEGRO Logistics Centre Tilburg II Freehold Held for Investment Purposes 50% 05/04/2024
SEGRO Logistics Centre Tilburg III Freehold Held for Investment Purposes 50% 05/04/2024
SEGRO Logistics Centre Tilburg IV Freehold Held for Investment Purposes 100% 13/01/2024
SEGRO Logistics Centre Venray Freehold Held for Investment Purposes 50% 05/04/2024
SEGRO Logistics Centre Westfields Freehold Held for Investment Purposes 100% 22/01/2024
Poland
SEGRO Logistics Park Poznań, Gądki Freehold Held for Investment Purposes 50% 27/09/2023
SEGRO Centre Gliwice, Gaudiego Freehold Held for Investment Purposes 50% 20/03/2024
SEGRO Park Gliwice, Einsteina Freehold Held for Investment Purposes 50% 20/03/2024
SEGRO Park Gliwice, Einsteina Freehold Land 50% 20/03/2024
SEGRO Logistics Park Gliwice Freehold Held for Investment Purposes 50% 20/03/2024
SEGRO Logistics Park Gliwice Freehold Land 50% 20/03/2024
SEGRO Logistics Park Poznań, Gołuski Freehold Held for Investment Purposes 50% 27/09/2023
SEGRO Logistics Park Łódź (Napa) Freehold Held for Investment Purposes 50% 30/04/2024
SEGRO Centre Łódź Freehold Held for Investment Purposes 50% 30/04/2024
SEGRO Logistics Park Łódź, Ksawerów Freehold Land 50% 29/08/2023
SEGRO Logistics Park Łódź. Rzgów Freehold Land 50% 29/08/2023
SEGRO Logistics Park Łódź Freehold Held for Investment Purposes 50% 30/04/2024
SEGRO Logistics Park Warsaw, Nadarzyn Freehold Held for Investment Purposes 50% 06/09/2023
SEGRO Logistics Park Warsaw, Nadarzyn Freehold Held for Investment Purposes 50% 06/09/2023
SEGRO Logistics Park Warsaw, Nadarzyn Freehold Land 50% 06/09/2023
SEGRO Park Warsaw, Okęcie Freehold Held for Investment Purposes 100% 21/12/2023
SEGRO Park Warsaw, Ożarów Freehold Land 100% 06/09/2023
SEGRO Park Warsaw, Ożarów Freehold Land 100% 06/09/2023
SEGRO Park Warsaw, Ożarów Freehold Held for Investment Purposes 100% 06/09/2023
SEGRO Logistics Park Poznań, Komorniki (1) Freehold Held for Investment Purposes 50% 27/09/2023
SEGRO Logistics Park Poznań, Komorniki Freehold Land 50% 27/09/2023
SEGRO Logistics Park Poznań, Komorniki (2) Freehold Held for Investment Purposes 50% 27/09/2023
SEGRO Logistics Park Poznań, Komorniki (3) Freehold Held for Investment Purposes 50% 27/09/2023
SEGRO Logistics Park Warsaw, Pruszkow Freehold Held for Investment Purposes 50% 06/09/2023
SEGRO Logistics Park Stryków Freehold Held for Investment Purposes 50% 29/08/2023
SEGRO Logistics Park Stryków Freehold Land 50% 29/08/2023
SEGRO Logistics Park Stryków Freehold Held for Investment Purposes 50% 29/08/2023
SEGRO Logistics Park Stryków Freehold Land 50% 29/08/2023
SEGRO Park Tychy, Strefowa Freehold Held for Investment Purposes 50% 20/03/2024
SEGRO Park Tychy, Przejazdowa Freehold Held for Investment Purposes 50% 20/03/2024
Warsaw Holbury Freehold Land 100% 06/09/2023
SEGRO Park Łódź Freehold Held for Investment Purposes 50% 30/04/2024
SEGRO Centre Wrocław, Małuszów Freehold Held for Investment Purposes 50% 18/04/2024
SEGRO Park Wrocław, Targowa Freehold Held for Investment Purposes 50% 18/04/2024
SEGRO Centre Wrocław, Awicenny Freehold Held for Investment Purposes 50% 18/04/2024
SEGRO Centre Wrocław, Żmigrodzka Freehold Land 50% 01/08/2023
SEGRO Logistics Park Wroclaw, Biskupice Freehold Held for Investment Purposes 50% 18/04/2024
SEGRO Logistics Park Wroclaw, Biskupice Freehold Land 50% 18/04/2024
SEGRO Park Wrocław, Bierutowska Freehold Held for Investment Purposes 50% 01/08/2023
SEGRO Park Warsaw, Żerań Freehold Held for Investment Purposes 100% 06/09/2023
SEGRO Park Warsaw, Żerań Freehold Held for Investment Purposes 100% 06/09/2023
SEGRO Park Warsaw, Żerań Freehold Land 100% 06/09/2023
Spain
Cerdanyola Freehold Held for Investment Purposes 50% 13/05/2024
SEGRO Park Coslada II Freehold Held for Investment Purposes 100% 17/08/2023
SEGRO Park Coslada III Freehold Held for Investment Purposes 100% 17/08/2023
Coslada 4 Freehold Land 100% 17/08/2023
SEGRO Park Coslada V Freehold Held for Investment Purposes 100% 17/08/2023
Coslada 5 Freehold Land 100% 17/08/2023
SEGRO Park Coslada I Freehold Held for Investment Purposes 100% 17/08/2023
Villadecans Freehold Land 50% 13/05/2024
SEGRO Logistics Park Sant Esteve Freehold Held for Investment Purposes 50% 13/05/2024
San Fernando 2 Freehold Land 50% 17/08/2023
SEGRO Logistics Park Getafe I Freehold Held for Investment Purposes 50% 17/08/2023
SEGRO Logistics Park Getafe II Freehold Held for Investment Purposes 50% 17/08/2023
Granollers Freehold Held for Investment Purposes 50% 13/05/2024
SEGRO Logistics Park Martorelles II Freehold Held for Investment Purposes 50% 17/08/2023
Martorelles III Freehold Land 50% 13/05/2024
Martorelles IV Freehold Land 50% 13/05/2024
Martorelles IV Freehold Land 50% 13/05/2024
SEGRO Logistics Park Martorelles I Freehold Held for Investment Purposes 50% 13/05/2024
SEGRO Logistics Park Mollet Freehold Held for Investment Purposes 50% 13/05/2024
Montcada Freehold Land 50% 13/05/2024
Palau Freehold Land 50% 13/05/2024
Paracuellos Freehold Land 50% 17/08/2023
SEGRO Logistics Park Rubi Freehold Held for Investment Purposes 100% 13/05/2024
San Fernando Freehold BUC 50% 17/08/2023
Terrassa Freehold Land 50% 13/05/2024
Villaverde 3 Freehold Land 50% 17/08/2023
Villaverde 1&2 Freehold Held for Investment Purposes 100% 17/08/2023
Appendix B: Portfolio Details
UNITED KINGDOM
Sub-Portfolio Description Market Value
(at 100% including investment, buc & land)
UK including 114 Wholly Owned and one JV Property at 50% Comprises a portfolio of commercial Properties clustered around London and a £11,301,251,100
large holding in Slough together with some large logistics holdings.
Predominantly Freehold
The portfolio is made up of 83 standing investments, 6 buildings under
construction and 26 plots of land (totalling 216.78 hectares).
CONTINENTAL EUROPE
Sub-Portfolio Description Market Value
(at 100%) including investment, buc & land
Germany including 30 Wholly Owned (100%) and 24 JV Properties at 50% in SELP Comprises a portfolio of commercial Properties clustered around North Rhine € 3,107 005,272
Westphalia, Hesse and Hamburg.
The portfolio comprises let commercial Properties and 3 assets in course of
Predominantly Freehold constructure. There is an addition of 151.1 hectares of land held for
development.
Netherlands including 5 Wholly Owned (100%) and 11 JV Properties at 50% in Comprises a portfolio of commercial Properties clustered around Amsterdam and € 678,515,001
SELP Tilburg.
The portfolio consists of 13 let commercial Properties together with 3 land
assets which are held for development which equates to 19.7 hectares.
Freehold
France including 55 Wholly Owned (100%) and 24 JV Properties at 50% in SELP Comprises a portfolio of commercial Properties clustered around Paris, € 2,962,197,500
and 1 JV Property at 49% in respect of Les Gobelins Land Marseille and Lyon.
The portfolio comprises let commercial Properties, recently completed
developments (both pre-let and available to let) together with 2 Properties in
Predominantly Freehold the course of construction. There is, in addition, around 125.2 hectares of
development land.
Italy including 32 Wholly Owned (100%) and 8 JV Properties at 50% in SELP Comprises a portfolio of commercial Properties located in Italy. The portfolio € 1,884,280,000
is clustered in Milan and Rome.
The portfolio comprises let commercial Properties, recently completed
Predominantly Freehold developments (both pre-let and available to let) together with 1 property in
the course of construction. There is in addition around 160.7 hectares of
development land.
Spain including 8 Wholly Owned (100%) and 19 JV Properties at 50% in SELP Comprises a portfolio of commercial Properties located in Spain. The portfolio € 639,660,000
is only in Madrid and Barcelona.
The portfolio comprises let commercial Properties, recently completed
Predominantly Freehold developments (both pre-let and available to let) together with 1 Property in
the course of construction. There is in addition around 61.3 hectares of
development land.
Poland including 8 Wholly Owned (100%) and 34 JV Properties at 50% in SELP Comprises a portfolio of commercial Properties located in Poland. The largest € 1,521,925,000
concentration is around Warsaw and Wroclaw.
The portfolio comprises of let commercial Properties and recently completed
Predominantly Freehold developments. In addition, there is around 146.6 hectares of land which is
held for development.
Czech Republic including 1 Wholly Owned (100%) and 2 JV Properties at 50% in Comprises a portfolio of commercial Properties located in Czech Republic which € 231,643,000
SELP are all located around Prague.
Freehold
Belgium Comprises a portfolio of two residual land holdings located in Brussels € 2
Including 2 Wholly Owned (100%) Properties
Freehold
Appendix C: Properties in the course of construction
Sub-Portfolio Properties in the Course of Construction Floor area (sq m) Estimated total cost of completing the DEVELOPMENTs aggregate Market Value aggregate Market Value on completion and fully income PRODUCING (at 100%)
under construction (at 100%) (at 100%) (at 100%)
United Kingdom Comprises 6 commercial Properties which are currently under construction. The 179,177 £121,293,260 £257,825,000 £474,108,250
vast majority of the works are being undertaken under fixed price contracts
with reputable contractors, the only exception is the groundwork being carried
out at Coventry where the remaining work is being undertaken on a cost-plus
Predominantly Freehold basis. Completion is due between July 2024 and September 2025 with
occupation soon thereafter. Detailed planning permission has been obtained
for all the projects. We have reflected any planning conditions in arriving at
our opinion of value.
Continental Europe Comprises 8 commercial Properties which are currently under construction. All 206,201 €152,303,730 €281,250,000 €517,675,000
the works is being undertaken under fixed price contracts with reputable
contractors. Completion is due between September 2024 and January 2026 with
occupation soon thereafter. Detailed planning permission has been obtained
Predominantly Freehold for all the projects. We have reflected any planning conditions in arriving at
our opinion of value.
PART B
CBRE Tritax EuroBox Valuation Report
Valuation Report
In respect of:
Tritax EuroBox plc portfolio of European properties
On behalf of:
the Addressees as set out below
Date of valuation:
31 March 2024
Contents
01 Valuation Report 1
Introduction 1
Source of Information and Scope of
Works
9
Valuation Assumptions 11
02 Appendices 14
Appendix A: Schedule of Properties as at 31 March 2024 16
Appendix B: Portfolio
Overview
18
Appendix C: Property in the course of
construction
19
Valuation Report
Introduction
Report Date 4 September 2024
Valuation Date 31 March 2024
Addressee The Directors
Tritax EuroBox plc
72 Broadwick Street
London, W1F 9QZ
(hereinafter referred to as "Tritax EuroBox" or the "Company")
And
Lazard & Co., Limited
50 Stratton Street
London W1J 8LL
(in their capacity as Lead Financial Adviser to Tritax EuroBox)
And
Barclays Bank PLC
1 Churchill Place
London, E14 5HP
(in their capacity as Joint Financial Adviser and Joint Corporate Broker to Tritax EuroBox)
And
Jefferies International Limited
100 Bishopsgate
London, EC2N 4JL
(in their capacity as Joint Financial Adviser and Joint Corporate Broker to Tritax EuroBox)
And
The Directors
SEGRO PLC
1 New Burlington Place
London W1S 2HR
(hereinafter referred to as "SEGRO")
And
UBS AG
5 Broadgate
London EC2M 2QS
(in their capacity as Financial Adviser to SEGRO)
and all the above hereinafter together referred to as the "Addressees"
The Properties 23 properties held by the Company and its group, as set out in the Schedule of
Properties below in Appendix A (each a "Property" and together the
"Properties").
Instruction To value without re-inspecting the unencumbered freehold and leasehold
interests (as applicable) of the Properties on the basis of Market Value as at
the Valuation Date in accordance with the Terms of Engagement entered into
between CBRE Limited ("CBRE") and the Addressees dated 3 September 2024 (the
"Valuation").
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 The Valuation has been prepared for a Regulated Purpose as defined in the RICS
Valuation - Global Standards (2022) and the UK national supplement current as
at the Valuation Date (the "Red Book").
We understand that this valuation report and the Appendices to it (together
the "Valuation Report") are required for inclusion in an announcement to be
issued by SEGRO pursuant to Rule 2.7 of the City Code on Takeovers and Mergers
(the "Takeover Code") in connection with the proposed recommended offer by
SEGRO for the entire issued and to be issued ordinary share capital of Tritax
EuroBox (the "Transaction"). As such, the Valuation and the Valuation Report
have been undertaken in accordance with, and on the basis of, the requirements
of Rule 29 of the Takeover Code. As further set out below, the announcement
which includes this Valuation Report will not be issued by you without our
prior written approval of its final form and content, such approval not to be
unreasonably withheld or delayed.
The Valuation is on the basis of Market Value as defined in the current
edition of the RICS Valuation - Global Standards and set out in Valuation
Assumptions below.
The effective date of our Valuation is 31 March 2024 (the "Valuation Date").
The Company has informed us that the following property interests have been
sold since the Valuation Date but as it was owned by the Company at the
Valuation Date is included in the totals below.
Property Interest Market Value as at 31(st) March 2024
Gothenburg, Sweden Freehold SEK 386,250,000
In accordance with the Red Book, we have made certain disclosures in
connection with this valuation instruction and our relationship with the
Addressees.
Market Value of the Properties as at 31 March 2024 (100%) In respect of the Euro denominated properties (100%)
€1,384,610,000 (ONE BILLION, THREE HUNDRED AND EIGHTY-FOUR MILLION, SIX
HUNDRED AND TEN THOUSAND EUROS) exclusive of VAT
In respect of the Swedish properties (100%)
SEK 930,000,000 (NINE HUNDRED AND THIRTY THOUSAND SWEDISH KRONOR) exclusive of
VAT
Properties in the Tritax EuroBox portfolio have been valued in Euros in
accordance with market practice for commercial real estate in these countries.
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 at 100% as follows.
Property Type Freehold Long Leasehold Short Leasehold Total
Market Value of Euro denominated Properties at 100% €1,248,160,000 €112,250,000 €1,360,410,000
held for (18 Properties) (1 Property) (19 Properties)
Investment
Market Value of Properties at 100% in the course of construction €24,200,000 €24,200,000
(1 Property) (1 Property)
Market Value of Swedish properties at 100% held for investment SEK 930,000,000 (3 properties) SEK 930,000,000 (3 properties)
Total No of Properties 22 Properties 1 Property 23 Properties
Report Format Appendix A of this Valuation Report contains the Schedule of Properties.
Appendix B provides a split of the Properties by location.
Appendix C provides relevant details of those Properties in the course of
construction.
The Company has expressly instructed us not to disclose certain information
which is considered commercially sensitive, namely the individual values of
the Properties.
Market Conditions Heightened global geopolitical tensions, combined with energy security issues,
climate change and increased state-backed cyber-attacks continue to affect
property market stability. While there is recent evidence of economic growth
in the UK, along with expectations of interest rate reductions in the latter
part of 2024, capital markets remain constrained and investors remain
cautious. There are signs that capital values are beginning to stabilise in
several sectors, however there continues to be a high degree of polarisation
between primary and secondary class assets.
Experience has shown that consumer and investor behaviour can quickly change
during periods of instability. Lending or investment decisions should reflect
any heightened level of volatility and potential for changing market
conditions.
It is important to note that the conclusions set out in this Valuation 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 evolving events.
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 in Course of Development and for the value In the case of development valuations, we would draw your attention to the
of land 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 the end value.
Construction Contracts Recently there has been a decrease in demand in the construction industry,
driven by a reduction in activity within housing, commercial and industrial
sectors as a result of increased borrowing costs. The diminution in demand
has been driven by the increased costs of capital affecting levels of
investment.
Inflationary pressures (although significantly reduced at present) still
prevail and BCIS are still forecasting cost price inflation over the next five
years. This may place additional pressure on both the developer's and
builder's profit margins and development viability, and this should therefore
be given careful consideration in lending and investment decisions. Caution
is advised in this regard.
We also 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. Again, 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. We recommend
carefully checking the construction/building contract to confirm our
assumption.
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 Red Book (the "Valuation Standards").
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Sustainability Considerations Wherever appropriate, sustainability and environmental matters are an integral
part of the valuation approach. 'Sustainability' is taken to mean the
consideration of such matters as environment and climate change, health and
well-being and corporate responsibility that can or do impact on the valuation
of an asset. In a valuation context, sustainability encompasses a wide range
of physical, social, environmental, and economic factors that can affect
value. The range of issues includes key environmental risks, such as flooding,
energy efficiency and climate, as well as matters of design, configuration,
accessibility, legislation, management, and fiscal considerations - and
current and historic land use.
Sustainability has an impact on the value of an asset, even if not explicitly
recognised. Valuers reflect markets, they do not lead them. Where we recognise
the value impacts of sustainability, we are reflecting our understanding of
how market participants include sustainability requirements in their bids and
the impact on market valuations.
Assumptions The Properties' details on which each Valuation is based are as set out in
this Valuation 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 None.
Departures from Standard Assumptions
Development Properties Properties held for immediate Development or in the Course of Development have
been valued on the Residual (Development Appraisal) Method. This is the
commonly practised method of valuing development property, whereby the
estimated total costs of realising the proposed development (including
construction costs, fees and other on-costs, contingencies, costs of finance
and developer's profit) are deducted from the gross development value of the
completed project to determine the residual land value.
Where available, land values have been derived from comparable transactions
and reflect our opinion of value as at the Valuation Date. Should
information which we were not made aware of at the time of the Valuation
subsequently come to light which changes our view on any of the input
variables adopted, then the value reported is subject to change and we reserve
the right to amend our Valuation figures accordingly.
It should be noted that land values derived from a Residual (Development
Appraisal) Method calculation are extremely sensitive to minor changes in any
of the inputs. Whilst we have checked the information provided to us against
available sources of information and provided for a level of profit which in
our opinion reflects the level of risk inherent in the project, unforeseen
events such as delays in timing, minor market movements etc. can have a
disproportionate effect on the resulting value.
Independence The total annual fees, including the fee for this assignment, earned by CBRE
(or other companies forming part of the same group of companies within the UK)
from Tritax EuroBox is less than 5.0% of the total annual UK and European
revenues of the CBRE group.
It is not anticipated this situation will vary in the financial year to 30
September 2024.
We confirm that neither the valuers concerned nor CBRE have any personal
interest in the Company, SEGRO, any of the Properties or the outcome of the
Valuation.
Previous Involvement and Conflicts of Interest We confirm that we have valued the Properties on behalf of the Company on a
six monthly basis for financial reporting purposes since 31 March 2023, the
most recent valuation being 31 March 2024.
From time to time, CBRE provides agency or professional services to the
Company. CBRE is also responsible for the property management of the
portfolio.
CBRE provides some agency and/or professional services to some of the
occupiers of the Properties and where this occurs, any conflict arising is
managed through an information barrier.
We do not consider that this previous involvement represents a conflict of
interest and you have confirmed to us that you also consider this to be the
case.
CBRE are also instructed to value the majority of the portfolio of SEGRO on
behalf of SEGRO and SEGRO's Joint Venture Partners (Public Sector Pension
Investment Board and St George) on a half-yearly basis for financial reporting
purposes since June 2012, the most recent valuation being 30 June 2024. CBRE
have also been engaged by the Addressees to value the SEGRO portfolio for the
purposes of the Transaction.
We confirm that we are not aware of any further conflicts of interest that
would prevent us from exercising the required levels of independency and
objectivity in undertaking the Valuation.
Copies of our conflict of interest checks have been retained within the
working papers.
Disclosure The principal signatory of this Valuation Report has continuously been the
signatory of valuations for the Company since 31 March 2023.
Responsibility For the purposes of Rule 29 of the Takeover Code, 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.
Reliance Save as set out in "Responsibility" above, the contents of this Valuation
Report may only be relied upon by:
i) Addressees of the Report; and
ii) the parties who have received prior written consent
from CBRE in the form of a reliance letter; and
iii) the shareholders of the Company,
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.
Publication We understand that this Valuation Report will also be required to be put on
public display on the websites of the Company and SEGRO in accordance with
Rules 26.3 and 29.4 of the Takeover Code.
Neither the whole nor any part of our Valuation Report nor any references
thereto may be included in any published document, circular or statement nor
published in any way without our prior written approval of the form and
context in which it will appear (such approval to not be unreasonably withheld
or delayed).
Such publication of, or reference to this Valuation Report will not be
permitted unless it contains a sufficient contemporaneous reference to any
departure from the Red Book or the incorporation of the special assumptions
referred to herein.
Yours faithfully
x
Peter Stoughton-Harris
BSc (Hons) MRICS
Executive Director
RICS Registered Valuer
For and on behalf of CBRE Limited
+44 2071822675
Peter.Stoughton-Harris (mailto:Peter.Stoughton-Harris@cbre.com) @cbre.com
(mailto:Peter.Stoughton-Harris@cbre.com)
Yours faithfully
x
Mike O'Connor
B.Com (VPM) MRICS
Director
RICS Registered Valuer
For and on behalf of CBRE Limited
+44 207 182 3142
Mike.oconnor1@cbre.com
In accordance with the Red Book, we have made certain disclosures in
connection with this valuation instruction and our relationship with the
Addressees.
Market Value of the Properties as at 31 March 2024 (100%)
In respect of the Euro denominated properties (100%)
€1,384,610,000 (ONE BILLION, THREE HUNDRED AND EIGHTY-FOUR MILLION, SIX
HUNDRED AND TEN THOUSAND EUROS) exclusive of VAT
In respect of the Swedish properties (100%)
SEK 930,000,000 (NINE HUNDRED AND THIRTY THOUSAND SWEDISH KRONOR) exclusive of
VAT
Properties in the Tritax EuroBox portfolio have been valued in Euros in
accordance with market practice for commercial real estate in these countries.
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 at 100% as follows.
Property Type Freehold Long Leasehold Short Leasehold Total
Market Value of Euro denominated Properties at 100% €1,248,160,000 €112,250,000 €1,360,410,000
held for (18 Properties) (1 Property) (19 Properties)
Investment
Market Value of Properties at 100% in the course of construction €24,200,000 €24,200,000
(1 Property) (1 Property)
Market Value of Swedish properties at 100% held for investment SEK 930,000,000 (3 properties) SEK 930,000,000 (3 properties)
Total No of Properties 22 Properties 1 Property 23 Properties
Report Format
Appendix A of this Valuation Report contains the Schedule of Properties.
Appendix B provides a split of the Properties by location.
Appendix C provides relevant details of those Properties in the course of
construction.
The Company has expressly instructed us not to disclose certain information
which is considered commercially sensitive, namely the individual values of
the Properties.
Market Conditions
Heightened global geopolitical tensions, combined with energy security issues,
climate change and increased state-backed cyber-attacks continue to affect
property market stability. While there is recent evidence of economic growth
in the UK, along with expectations of interest rate reductions in the latter
part of 2024, capital markets remain constrained and investors remain
cautious. There are signs that capital values are beginning to stabilise in
several sectors, however there continues to be a high degree of polarisation
between primary and secondary class assets.
Experience has shown that consumer and investor behaviour can quickly change
during periods of instability. Lending or investment decisions should reflect
any heightened level of volatility and potential for changing market
conditions.
It is important to note that the conclusions set out in this Valuation 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 evolving events.
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 in Course of Development and for the value
of land
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 the end value.
Construction Contracts
Recently there has been a decrease in demand in the construction industry,
driven by a reduction in activity within housing, commercial and industrial
sectors as a result of increased borrowing costs. The diminution in demand
has been driven by the increased costs of capital affecting levels of
investment.
Inflationary pressures (although significantly reduced at present) still
prevail and BCIS are still forecasting cost price inflation over the next five
years. This may place additional pressure on both the developer's and
builder's profit margins and development viability, and this should therefore
be given careful consideration in lending and investment decisions. Caution
is advised in this regard.
We also 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. Again, 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. We recommend
carefully checking the construction/building contract to confirm our
assumption.
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 Red Book (the "Valuation Standards").
The Valuation is compliant with the requirements of Rule 29 of the Takeover
Code.
The Properties have been valued by valuers who are appropriately and
professionally qualified, suitably experienced and independent of the Company
and SEGRO and have the appropriate competences for the purpose of the
Valuation in accordance with the Red Book and Rule 29.3(a)(ii) and (iii) of
the Takeover Code. We confirm that we have sufficient and current local and
national knowledge of the particular property market involved and have the
necessary 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 SEGRO 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
Wherever appropriate, sustainability and environmental matters are an integral
part of the valuation approach. 'Sustainability' is taken to mean the
consideration of such matters as environment and climate change, health and
well-being and corporate responsibility that can or do impact on the valuation
of an asset. In a valuation context, sustainability encompasses a wide range
of physical, social, environmental, and economic factors that can affect
value. The range of issues includes key environmental risks, such as flooding,
energy efficiency and climate, as well as matters of design, configuration,
accessibility, legislation, management, and fiscal considerations - and
current and historic land use.
Sustainability has an impact on the value of an asset, even if not explicitly
recognised. Valuers reflect markets, they do not lead them. Where we recognise
the value impacts of sustainability, we are reflecting our understanding of
how market participants include sustainability requirements in their bids and
the impact on market valuations.
Assumptions
The Properties' details on which each Valuation is based are as set out in
this Valuation 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.
Development Properties
Properties held for immediate Development or in the Course of Development have
been valued on the Residual (Development Appraisal) Method. This is the
commonly practised method of valuing development property, whereby the
estimated total costs of realising the proposed development (including
construction costs, fees and other on-costs, contingencies, costs of finance
and developer's profit) are deducted from the gross development value of the
completed project to determine the residual land value.
Where available, land values have been derived from comparable transactions
and reflect our opinion of value as at the Valuation Date. Should
information which we were not made aware of at the time of the Valuation
subsequently come to light which changes our view on any of the input
variables adopted, then the value reported is subject to change and we reserve
the right to amend our Valuation figures accordingly.
It should be noted that land values derived from a Residual (Development
Appraisal) Method calculation are extremely sensitive to minor changes in any
of the inputs. Whilst we have checked the information provided to us against
available sources of information and provided for a level of profit which in
our opinion reflects the level of risk inherent in the project, unforeseen
events such as delays in timing, minor market movements etc. can have a
disproportionate effect on the resulting value.
Independence
The total annual fees, including the fee for this assignment, earned by CBRE
(or other companies forming part of the same group of companies within the UK)
from Tritax EuroBox is less than 5.0% of the total annual UK and European
revenues of the CBRE group.
It is not anticipated this situation will vary in the financial year to 30
September 2024.
We confirm that neither the valuers concerned nor CBRE have any personal
interest in the Company, SEGRO, any of the Properties or the outcome of the
Valuation.
Previous Involvement and Conflicts of Interest
We confirm that we have valued the Properties on behalf of the Company on a
six monthly basis for financial reporting purposes since 31 March 2023, the
most recent valuation being 31 March 2024.
From time to time, CBRE provides agency or professional services to the
Company. CBRE is also responsible for the property management of the
portfolio.
CBRE provides some agency and/or professional services to some of the
occupiers of the Properties and where this occurs, any conflict arising is
managed through an information barrier.
We do not consider that this previous involvement represents a conflict of
interest and you have confirmed to us that you also consider this to be the
case.
CBRE are also instructed to value the majority of the portfolio of SEGRO on
behalf of SEGRO and SEGRO's Joint Venture Partners (Public Sector Pension
Investment Board and St George) on a half-yearly basis for financial reporting
purposes since June 2012, the most recent valuation being 30 June 2024. CBRE
have also been engaged by the Addressees to value the SEGRO portfolio for the
purposes of the Transaction.
We confirm that we are not aware of any further conflicts of interest that
would prevent us from exercising the required levels of independency and
objectivity in undertaking the Valuation.
Copies of our conflict of interest checks have been retained within the
working papers.
Disclosure
The principal signatory of this Valuation Report has continuously been the
signatory of valuations for the Company since 31 March 2023.
Responsibility
For the purposes of Rule 29 of the Takeover Code, 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.
Reliance
Save as set out in "Responsibility" above, the contents of this Valuation
Report may only be relied upon by:
i) Addressees of the Report; and
ii) the parties who have received prior written consent
from CBRE in the form of a reliance letter; and
iii) the shareholders of the Company,
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.
Publication
We understand that this Valuation Report will also be required to be put on
public display on the websites of the Company and SEGRO in accordance with
Rules 26.3 and 29.4 of the Takeover Code.
Neither the whole nor any part of our Valuation Report nor any references
thereto may be included in any published document, circular or statement nor
published in any way without our prior written approval of the form and
context in which it will appear (such approval to not be unreasonably withheld
or delayed).
Such publication of, or reference to this Valuation Report will not be
permitted unless it contains a sufficient contemporaneous reference to any
departure from the Red Book or the incorporation of the special assumptions
referred to herein.
Yours faithfully
x
Peter Stoughton-Harris
BSc (Hons) MRICS
Executive Director
RICS Registered Valuer
For and on behalf of CBRE Limited
+44 2071822675
Peter.Stoughton-Harris (mailto:Peter.Stoughton-Harris@cbre.com) @cbre.com
(mailto:Peter.Stoughton-Harris@cbre.com)
Yours faithfully
x
Mike O'Connor
B.Com (VPM) MRICS
Director
RICS Registered Valuer
For and on behalf of CBRE Limited
+44 207 182 3142
Mike.oconnor1@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 Tritax
EuroBox and its professional advisers, as set out within this Valuation
Report, which we have assumed to be correct and comprehensive, including:
1. Detailed tenancy schedule
2. Emails on the ongoing asset management initiatives
3. Detailed comments from Tritax EuroBox on our draft Valuations
The Properties Our Valuation Report contains a brief summary of the Property details on which
our Valuation has been based.
The Company has expressly 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 the Company for financial reporting
purposes, the Properties have been subject to external inspections each year.
As instructed, we have not re-inspected all the Properties for the purpose of
this Valuation.
With regard to those Properties which have not been subject to re-inspection,
the Company has confirmed that they are not aware of any material changes to
the physical attributes of the Properties, or the nature of their location,
since the last inspection. We have assumed this advice to be correct.
Where Properties have not been reinspected, the valuer will not carry out the
usual range of enquiries performed during a full inspection of these
Properties and will make the appropriate assumptions based on the information
provided or available that, without a full inspection, cannot be verified. The
instructing parties acknowledge and accept the heightened and inherent
uncertainty and risks relying upon a valuation prepared on a desktop basis.
Areas We have not measured the Properties but have relied upon the floor areas
provided to us by you or your professional advisers, 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 Properties
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 Properties. 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 development
schemes are outside the scope of our Valuation 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
Valuation 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.
The Company has confirmed and we confirm that our Assumptions are correct as
far as the Company 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 Valuation 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 Valuation Date .
Where the Properties, or parts thereof, are vacant at the Valuation Date , the
rental value reflects the rent we consider would be obtainable on an open
market letting as at the Valuation Date .
Rental Values Unless stated otherwise rental values indicated in our Valuation 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 Valuation 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) 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
d) 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 Valuation Report, and in the absence of
Authority Requirements any information to the contrary, we have assumed that:
a) the Properties possess 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 are 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) all rent reviews are upward only and are to be assessed by reference
to full current market rents;
f) there are no tenant's improvements that will materially affect our
opinion of the rent that would be obtained on review or renewal;
g) 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;
h) there are no user restrictions or other restrictive covenants in
leases which would adversely affect value;
i) where appropriate, permission to assign the interest being valued
herein would not be withheld by the landlord where required;
j) vacant possession can be given of all accommodation which is unlet
or is let on a service occupancy; and
k) Land Transfer Tax (or the local equivalent) will apply at the rate
currently applicable.
Appendices
Appendix A: Schedule of Properties as at 31 March 2024
Property Name Tenure Ownership Purpose Inspection Date
BELGIUM
Bornem Freehold Investment 15/03/2024
Nivelles Freehold Investment 20/03/2024
Rumst Freehold Investment 15/03/2024
GERMANY
Bönen Freehold Investment 05/04/2024
Bremen-1 Freehold Investment 05/03/2024
Bremen-2 Freehold Investment 05/03/2024
Dormagen Freehold Investment 11/06/2024
Gelsenkirchen Freehold Investment 17/04/2024
Geiselwind Freehold Investment 17/04/2024
Lich Freehold Investment 16/07/2024
Oberhausen Freehold In Course of Development 17/04/2024
Peine Freehold Investment 29/03/2024
Wunstorf Freehold Investment 16/07/2024
ITALY
Piacenza Freehold Investment 16/03/2024
Rome Leasehold Investment 23/03/2024
Settimo Torinese Freehold Investment 22/03/2023
NETHERLANDS
Breda Freehold Investment 22/03/2024
Roosendaal Freehold Investment 22/03/2024
POLAND
Strykow 1 Freehold Investment 30/04/2024
SPAIN
Barcelona (Mango) Freehold Investment 14/05/2024
SWEDEN
Gothenburg Freehold Investment 10/03/2024
Rosersberg Freehold Investment 10/03/2024
Rosersberg II Freehold Investment 10/03/2024
Appendix B: Portfolio Overview
Sub-Portfolio Description Market Value
Northern Europe Comprises a portfolio of 15 commercial properties located across Belgium (3), € 947,200,000
Germany (10) Netherlands (2)
Sweden Comprises a portfolio of 3 commercial properties located across Sweden SEK 930,000,000
Southern Europe Comprises a portfolio of 4 commercial properties located across Italy (3) and € 369,010,000
Spain (1).
Central Europe Comprises one commercial property located in Poland. € 68,400,000
Appendix C: Property in the course of construction
Sub-Portfolio PropertY in the Course of Construction Floor area (sq m) Estimated total cost of completing the DEVELOPMENT Market Value Market Value on completion and fully income producing
under construction
Northern Europe Comprises one commercial property currently under construction located in 23,243 € 11,999,344 € 24,200,000 € 39,800,000
Germany. The work is being undertaken under fixed price contracts with
reputable contractors. Completion is due August 2024. The asset was vacant at
the date of the last valuation. Planning permission and building permit has
been obtained. We have reflected any planning conditions in arriving at our
opinion of value.
APPENDIX 5
DEFINITIONS
"ARC" as defined in Condition (d) (as listed in Part A of Appendix 1 to this
announcement)
"Barclays" Barclays Bank PLC, acting through its investment bank
"Blocking Law" means (i) any provision of Council Regulation (EC) No 2271/1996 of 22 November
1996 (or any law or regulation implementing such Regulation in any member
state of the European Union); or (ii) any provision of Council Regulation (EC)
No 2271/1996 of 22 November 1996, as it forms part of domestic law of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018
"Board" the board of directors
"Business Day" a day, (other than a Saturday, Sunday, public or bank holiday) on which banks
are generally open for business in London
"CBRE SEGRO Valuation Report" as defined in paragraph 16 of this announcement
"CBRE Tritax EuroBox Valuation Report" as defined in paragraph 16 of this announcement
"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
"City Code" the City Code on Takeovers and Mergers
"Clean Team Agreement" the clean team agreement dated 29 July 2024 between SEGRO and Tritax EuroBox
in relation to the disclosure of competitively sensitive information for the
purposes of, inter alia, planning for the Transaction and obtaining the
regulatory clearance in connection with the Transaction, as described in
section 10 of this announcement
"Conditions" the conditions of the Transaction set out in Appendix 1 to this announcement
"Court Meeting" the meeting of the Scheme Shareholders convened by order of the Court pursuant
to Part 26 of the Companies Act 2006 for the purpose of considering and, if
thought fit, approving the Scheme (with or without amendment) and any
adjournment, postponement or reconvention thereof
"Court" the High Court of Justice in England and Wales
"CREST" the relevant system (as defined in the Uncertificated Securities Regulations
2001 (SI 2001/3755) in respect of which Euroclear UK & Ireland Limited is
the Operator (as defined in such regulations))
"Dealing Disclosure" an announcement by a party to an offer or a person acting in concert as
required by Rule 8 of the City Code
"Disclosed" the information fairly disclosed by or on behalf of Tritax EuroBox: (i) in the
annual report and accounts of Tritax EuroBox for the financial year ended 30
September 2023; (ii) in the half-year results of Tritax EuroBox for the period
ended 31 March 2024; (iii) in this announcement; (iv) in any other public
announcement made by Tritax EuroBox prior to the date of this announcement (by
delivery of an announcement to a Regulatory Information Service); and (v) via
the virtual data room operated on behalf of Tritax EuroBox in respect of the
Transaction
"effective" in the context of the Transaction: (i) if the Transaction is implemented by
way of the Scheme, the Scheme having become effective in accordance with its
terms; or (ii) if the Transaction is implemented by way of the Offer, the
Offer having been declared or having become unconditional in all respects in
accordance with the requirements of the City Code;
"Effective Date" the date on which the Scheme (or Offer, as applicable) becomes effective in
accordance with its terms
"EPRA NDV" equivalent to IFRS NAV as this includes the fair values of financial
instruments and deferred taxes
"EPRA NTA" IFRS NAV adjusted to remove the fair values of financial instruments and
deferred taxes (this excludes transaction costs)
"Exchange Ratio" the exchange ratio set out in paragraph 2 of this announcement
"FCA" the Financial Conduct Authority
"FCO" as defined in Condition (d) (as listed in Part A of Appendix 1 to this
announcement)
"Green Bonds" €500 million senior unsecured green bonds issued by Tritax EuroBox on 2 June
2021 and maturing on 2 June 2026
"IFRS NAV" total assets minus total liabilities, calculated in accordance with IFRS
"IFRS" International Financial Reporting Standards
"IMA Termination Agreement" the agreement dated on or around the date of this announcement between Tritax
EuroBox, the Manager and SEGRO as described in section 10 of this announcement
"Investment Management Agreement" the investment management agreement between Tritax EuroBox and the Manager
dated 14 June 2018 as amended from time to time
"Jefferies" Jefferies International Limited
"Lazard" Lazard & Co., Limited
"Listing Conditions" as defined in Condition (c) (as listed in Part A of Appendix 1 to this
announcement)
"London Admission" as defined in paragraph 15 of this announcement
"London Stock Exchange" London Stock Exchange plc
"Long-Stop Date" the date falling six months after the date of this announcement, or such later
date, if any, (a) as SEGRO and Tritax EuroBox may agree, or (b) (in a
competitive situation) as may be specified by SEGRO with the consent of the
Panel, and in each case that (if so required) the Court may allow
"LTV" loan to value ratio
"Main Market" the Main Market of the London Stock Exchange
"Manager" Tritax Management LLP
"Meetings" the Court Meeting and the Tritax EuroBox General Meeting
"New SEGRO Shares" the new SEGRO Shares to be issued pursuant to the Scheme
"Offer Period" the period commencing on 3 June 2024 and ending on the earlier of the date on
which the Scheme becomes effective and/or the date on which the Scheme lapses
or is withdrawn (or such other date as the Panel may decide)
"Offer" should the Transaction be implemented by way of a takeover offer as defined in
Chapter 3 of Part 28 of the Companies Act 2006, the offer to be made by or on
behalf of SEGRO to acquire the entire issued and to be issued share capital of
Tritax EuroBox and, where the context admits, any subsequent revision,
variation, extension or renewal of such offer
"Offer Document" should the Transaction be implemented by means of an Offer, the document to be
published by or on behalf of SEGRO in connection with the Offer, containing,
inter alia, the terms and conditions of the Offer
"Official List" the official list maintained by the FCA
"Opening Position Disclosure" an announcement containing details of interests or short positions in, or
rights to subscribe for, any relevant securities of a party to the offer if
the person concerned has such a position
"Panel" the Panel on Takeovers and Mergers
"Paris Admission" as defined in paragraph 15 of this announcement
"PRA" Prudential Regulation Authority
"Regulatory Co-operation Agreement" the agreement dated the date of this announcement between SEGRO and Tritax
EuroBox relating to the satisfaction of the regulatory condition with respect
to the Transaction, as described in section 10 of this announcement
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if information concerning the
Transaction is sent or made available to Tritax EuroBox Shareholders in that
jurisdiction
"Scheme Court Hearing" the hearing of the Court to sanction the Scheme under section 899 of the
Companies Act 2006
"Scheme Court Order" the order of the Court sanctioning the Scheme under section 899 of the
Companies Act 2006
"Scheme Document" the document to be dispatched to Tritax EuroBox Shareholders including the
particulars required by section 897 of the Companies Act 2006
"Scheme Record Time" the time and date specified as such in the Scheme Document, expected to be
6.00 p.m. on the date of the Scheme Court Hearing, or such later time as SEGRO
and Tritax EuroBox may agree
"Scheme Shareholder" holders of Scheme Shares
"Scheme Shares" 1. the Tritax EuroBox Shares in issue at the date of the Scheme
Document;
2. any Tritax EuroBox Shares issued after the date of the Scheme
Document and prior to the Voting Record Time; and
3. any Tritax EuroBox Shares issued at or after the Voting Record Time
and prior to the Scheme Record Time in respect of which the original or any
subsequent holder thereof is bound by the Scheme, or shall by such time have
agreed in writing to be bound by the Scheme
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act 2006
between Tritax EuroBox and Tritax EuroBox Shareholders to implement the
Transaction
"SEGRO Confidentiality Agreement" the confidentiality agreement dated 25 July 2024 between SEGRO and Tritax
EuroBox, as described in section 10 of this announcement
"SEGRO directors" the directors of SEGRO at the time of this announcement or, where the context
so requires, the directors of SEGRO from time to time
"SEGRO Equalising Dividend" as defined in paragraph 12 of this announcement
"SEGRO Group" SEGRO and its Subsidiary and associated undertakings
"SEGRO Shareholders" holders of SEGRO Shares
"SEGRO Shares" the ordinary shares of 10p each in the capital of SEGRO
"SEGRO" SEGRO plc, incorporated in England and Wales with registered number 00167591
"SELP" SEGRO European Logistics Partnership
"Subsidiary" has the meaning given in section 1159 of the Companies Act 2006
"TAR" Total Accounting Return, calculated based on the opening and closing adjusted
NAV or EPRA NTA per share adding back dividends paid during the period
"Third Party" as defined in Condition (e) (as listed in Part A of Appendix 1 to this
announcement)
"Transaction" the proposed acquisition of the entire issued and to be issued share capital
of Tritax EuroBox by SEGRO, to be effected by the Scheme as described in this
document (or by the Offer under certain circumstances described in this
document)
"Transaction Value" has the meaning given to it in section 1 of this announcement
"Tritax EuroBox Confidentiality Agreement" the confidentiality agreement dated 19 June 2024 between SEGRO and Tritax
EuroBox, as described in section 10 of this announcement
"Tritax EuroBox directors" the directors of Tritax EuroBox at the time of this announcement or, where the
context so requires, the directors of Tritax EuroBox from time to time
"Tritax EuroBox Fourth Interim Dividend" as defined in the Summary of this announcement
"Tritax EuroBox General Meeting" the general meeting of Tritax EuroBox Shareholders to be convened to consider
and if thought fit pass, inter alia, a shareholder resolution in relation to
the Scheme and the Transaction and any adjournment, postponement or
reconvention thereof
"Tritax EuroBox Group" Tritax EuroBox and its Subsidiary and associated undertakings
"Tritax EuroBox Interim Dividends" as defined in section 2 of this announcement
"Tritax EuroBox Shareholders" the holders of Tritax EuroBox Shares from time to time
"Tritax EuroBox Shares" the ordinary shares of €0.01 each in the capital of Tritax EuroBox
"Tritax EuroBox Third Interim Dividend" as defined in section 2 of this announcement
"Tritax EuroBox" Tritax EuroBox plc, incorporated in England and Wales with registered number
11367705
"TSR" Total Shareholder Return, based upon share price movement over a given period
and assuming reinvestment of dividends
"TUPE" the Transfer of Undertakings (Protection of Employment) Regulations 2006
"UBS" UBS AG London Branch
"UK AIFMD" the Alternative Investment Fund Managers Regulations 2013 (as amended),
Regulation (EU) No 231/2013 as it forms part of UK domestic law under the
European Union (Withdrawal) Act 2018 (as amended), and the relevant provisions
of the FCA Handbook (together with the law of the UK or any part of it which
implemented Directive 2011/61/EU on alternative investment fund managers (as
amended) and its implementing measures)
"UK REIT" a UK Real Estate Investment Trust under Part 12 of the Corporation Tax Act
2010
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"Undisturbed Date" 31 May 2024, being the last Business Day prior to the commencement of the
current Offer Period
"US Exchange Act" the US Securities Exchange Act of 1934
"US Securities Act" the US Securities Act of 1933
"US" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia
"USPP Amendment Letter" as defined in paragraph 10 of this announcement
"USPP Noteholders" holders of the USPP Notes
"USPP Notes" three tranches of notes issued pursuant to a €200 million US private
placement note purchase agreement dated 1 December 2021
"USPP NPA" as defined in paragraph 10 of this announcement
"Voting Record Time" the date and time specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined, expected to be
6.00 p.m. on the day which is two Business Days before the Court Meeting or,
if the Court Meeting is adjourned, 6.00 p.m. on the day which is two Business
Days before the date of such adjourned Court Meeting
"Wider SEGRO Group" has the meaning given to such term in Part A of Appendix 1 to this
announcement
"Wider Tritax EuroBox Group" has the meaning given to such term in Part A of Appendix 1 to this
announcement
"Topped-up Net Initial Yield" shall be defined as set out in paragraph 9 of Appendix 2 to this announcement
All references to "GBP", "sterling", "£", "pence" or "p" are to the lawful
currency of the United Kingdom.
"associated undertaking" has the meaning given by paragraph 19 of Schedule 6
to the Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008 (other than paragraph 19(1)(b) of Schedule 6 to those
Regulations which shall be excluded for this purpose).
All references to 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.
References to the singular include the plural and vice versa.
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