REG - Tritax EuroBox PLC Brookfield Asset Mgt Tritax EuroBox -BOXE - Scheme of Arrangement Becomes Effective

Tritax EuroBoxAnnouncement

10/12/2024 07:00

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RNS Number : 3727P  Tritax EuroBox PLC  10 December 2024

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

FOR IMMEDIATE RELEASE

10 December 2024

RECOMMENDED CASH ACQUISITION

of

Tritax EuroBox plc ("Tritax EuroBox")

by

Titanium Ruth Bidco Limited ("Bidco")

(a newly formed company indirectly owned by one of Brookfield's real estate
private funds)

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 10 October 2024, the boards of directors of Tritax EuroBox and Bidco
announced that they had reached agreement on the terms and conditions of a
recommended cash acquisition by Bidco of the entire issued, and to be issued,
ordinary share capital of Tritax EuroBox (the "Acquisition"). The Acquisition
is being implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").

The circular in relation to the Scheme was published or made available to
Tritax EuroBox Shareholders on 28 October 2024 (the "Scheme Document").
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this announcement are to London, United Kingdom times unless
otherwise stated.

On 20 November 2024, Tritax EuroBox announced that the requisite majority of
Scheme Shareholders had approved the Scheme at the Court Meeting and that the
special resolution to, among other things, implement the Scheme was passed by
the requisite majority of Tritax EuroBox Shareholders at the General Meeting.

On 6 December 2024, Tritax EuroBox announced that the Court had granted the
Scheme Court Order sanctioning the Scheme pursuant to which the Acquisition is
being implemented.

Tritax EuroBox and Bidco are pleased to announce that, following the delivery
of a copy of the Court Order (together with a copy of the Scheme and all
documents required to be annexed thereto) to the Registrar of Companies today,
the Scheme has now become Effective in accordance with its terms. Pursuant to
the Scheme, the entire issued share capital of Tritax EuroBox is now owned by
Bidco.

Suspension and cancellation of listing to and trading of Tritax EuroBox Shares

The listing of Tritax EuroBox Shares on the Official List and admission to
trading on the Main Market, and therefore dealings in Tritax EuroBox Shares,
were suspended with effect from 7:30 a.m. today. As a result of the Scheme
having become Effective, share certificates in respect of the Scheme Shares
have ceased to be valid documents of title and entitlements to the Scheme
Shares held in uncertificated form in CREST are being cancelled.

Applications have been made to the Financial Conduct Authority and the London
Stock Exchange in relation to the cancellation of the listing of Tritax
Eurobox Shares from the Official List and the cancellation of trading in
Tritax Eurobox Shares on the Main Market, both of which are expected to take
effect by no later than 8:00 a.m. on 11 December 2024.

As a result of this announcement, Tritax EuroBox is no longer in an "Offer
Period" as defined in the City Code and accordingly the dealing disclosure
requirements previously notified to investors no longer apply.

Settlement of consideration

In accordance with the terms of the Scheme, a Scheme Shareholder on Tritax
EuroBox's register of members at the Scheme Record Time, being 6:00 p.m. on 9
December 2024, will be entitled to receive 69.0 pence in cash for each Scheme
Share held.

Settlement of the Cash Consideration to which Scheme Shareholders are entitled
under the terms of the Scheme will be effected in the manner set out in the
Scheme Document. As set out in the Scheme Document, settlement of the
consideration to which any Scheme Shareholder is entitled will be effected by
way of electronic payment or the dispatch of cheques or the crediting of CREST
accounts (for Scheme Shareholders holding Scheme Shares in certificated form
and in uncertificated form respectively) as soon as practicable and in any
event, no later than 14 Days after the Effective Date (being 24 December
2024).

Board changes

As the Scheme has now become Effective, Tritax EuroBox duly announces that,
with effect from today's date, Robert Orr, Sarah Whitney, Keith Mansfield,
Taco de Groot and Eva-Lotta Sjöstedt have tendered their resignations and
stepped down from the Tritax EuroBox Board. Thomas Gatenby, Benedict Annable
and Dan Benhamou have been appointed as directors of Tritax EuroBox with
effect from the Scheme becoming Effective.

 

Enquiries:

 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
 Brookfield
 John Hamlin                                                              +44 (0) 7436 054 717

 Marie Fuller                                                             +44 (0) 20 7408 8375
 Citi (Financial Adviser to Bidco and Brookfield)                         +44 (0) 20 7986 4000
 James Ibbotson

 Bogdan Melaniuc

 James Carton

 

Important notices

 

You should read this announcement and the Scheme Document and if you are in
any doubt as to the Acquisition or the action you should take, you are
recommended to seek your own independent financial advice immediately from
your stockbroker, solicitor, accountant, bank manager or other 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 you are not
so resident, from another appropriately authorised independent financial
adviser.

 

This announcement and the accompanying documents do not constitute or form
part of an offer or an invitation to purchase or subscribe for any securities,
or a solicitation of an offer to buy any securities, whether pursuant to this
announcement or otherwise, in any jurisdiction in which such offer, invitation
or solicitation is or would be unlawful.

 

This announcement does not comprise a prospectus or a prospectus equivalent
document or an exempted document.

 

The contents of this announcement do not amount to, and should not be
construed as, legal, tax, business or financial advice.

 

The statements contained in this announcement are made as at the date of this
announcement, unless some other date is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

 

The Acquisition will be subject to English law, the jurisdiction of the Court
and the applicable requirements of the City Code, the Panel, the London Stock
Exchange, the FCA, the Listing Rules and the Registrar of Companies.

 

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as financial adviser for
Tritax EuroBox and for no one else in connection with the Acquisition and the
matters described in this announcement and will not be responsible to anyone
other than Tritax EuroBox for providing the protections afforded to clients of
Lazard or for providing advice in connection with the Acquisition or any
matter described in this announcement. Neither Lazard nor any of its
affiliates (nor 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 this
announcement, any statement contained herein, the Acquisition or otherwise.

 

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the PRA and regulated by the FCA and the PRA in the United
Kingdom, is acting exclusively as financial adviser for Tritax EuroBox and for
no one else in connection with the Acquisition and the matters described in
this announcement and will not be responsible to anyone other than Tritax
EuroBox for providing the protections afforded to its clients or for providing
advice in connection with the Acquisition or the matters described in this
announcement.

 

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively as financial
adviser for Tritax EuroBox and for no one else in connection with the
Acquisition and the matters described in this announcement and will not be
responsible to anyone other than Tritax EuroBox for providing the protections
afforded to its clients or for providing advice in connection with the
Acquisition or the matters described in this announcement. Neither Jefferies
nor any of its affiliates (nor their respective directors, officers, employees
or agents) owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, in contract, in tort, under statute or otherwise)
to any person who is not a client of Jefferies in connection with this
announcement, any statement contained herein, the Acquisition or otherwise.

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting exclusively
as financial adviser to Bidco and Brookfield and no one else in connection
with the Acquisition and the matters set out in this announcement and will not
be responsible to anyone other than Bidco and Brookfield for providing the
protections afforded to clients of Citi nor for providing advice in relation
to the matters set out in this announcement. Neither Citi nor any of its
affiliates, directors or employees owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Citi in
connection with this announcement, the Acquisition, any statement contained
herein or otherwise.

Overseas jurisdictions

The release, publication or distribution of this announcement and any formal
documentation relating to the Acquisition in, into or from jurisdictions other
than the United Kingdom may be restricted by law and/or regulation 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 legal or regulatory 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 the
Resolution at the General Meeting, or to execute and deliver Forms of Proxy
appointing another person to vote at the Court Meeting or the General 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 Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person.

This announcement has been prepared for the purpose of complying with English
law 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.

All Tritax EuroBox Shareholders or other persons (including nominees, trustees
and custodians) who would otherwise intend to or may have a contractual or
legal obligation to forward this announcement and the accompanying Forms of
Proxy to a jurisdiction outside the United Kingdom should refrain from doing
so and seek appropriate professional advice before taking any action.

Further details in relation to Overseas Shareholders are included in the
Scheme Document (or, if the Acquisition is implemented by way of an Offer,
will be included in the Offer Document).

US investors

Tritax EuroBox Shareholders in the United States should note that the
Acquisition relates to the shares of an English company with a listing on the
London Stock Exchange and is proposed to be implemented pursuant to 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 proxy solicitation
or the tender offer rules under the US Exchange Act. Accordingly, the
Acquisition is subject to the procedural and disclosure requirements, rules
and practices applicable in the United Kingdom to schemes of arrangement
involving a target company incorporated in England and listed on the London
Stock Exchange, which differ from the requirements of US proxy solicitation or
tender offer rules.

Financial information included in this announcement (or, if the Acquisition is
implemented by means of an Offer, the Offer Document) has been or will be
prepared in accordance with UK IFRS and thus may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in
the United States. Generally accepted accounting principles in the United
States differ in certain significant respects from UK IFRS.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) under the
US Exchange Act (if applicable), Bidco, certain affiliated companies and their
nominees or brokers (acting as agents) may from time to time make certain
purchases of, or arrangements to purchase, shares in Tritax EuroBox other than
pursuant to the Acquisition, until the date on which the Acquisition becomes
Effective, lapses or is otherwise withdrawn.

It may be difficult for US holders of Tritax EuroBox Shares to enforce their
rights and claims arising out of the US federal securities laws, since Bidco
and Tritax EuroBox are each organised in countries other than the United
States, and some or all of their officers and directors may be residents of,
and some or all of their assets may be located in, jurisdictions other than
the United States. US holders of Tritax EuroBox Shares may have difficulty
effecting service of process within the United States upon those persons or
recovering against judgments of US courts, including judgments based upon the
civil liability provisions of the US federal securities laws. US holders of
Tritax EuroBox Shares may not be able to sue a non-US company or its officers
or directors in a non-US court for violations of US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates to subject
themselves to a US court's jurisdiction or judgment.

The receipt of consideration pursuant to the Acquisition by a Tritax EuroBox
Shareholder may be a taxable transaction for US federal income tax purposes,
and may also be a taxable transaction under applicable state and local tax
laws, as well as foreign and other tax laws. Each Tritax EuroBox Shareholder
is urged to consult its independent professional adviser immediately regarding
the tax consequences of the Acquisition.

Forward-looking statements

This announcement (including information incorporated by reference into this
announcement), oral statements regarding the Acquisition and other information
published by Bidco and Tritax EuroBox contain certain forward-looking
statements with respect to the financial condition, strategies, objectives,
results of operations and business of Tritax EuroBox and its group and certain
plans and objectives of Bidco 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 are prospective in
nature and are not based on historical facts, but rather on current
expectations and projections of the management of Bidco and Tritax EuroBox
about future events, and are therefore subject to risks and uncertainties
which could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements. The forward-looking
statements contained in this announcement include statements relating to the
expected effects of the Acquisition on Bidco and Tritax EuroBox, the expected
timing and scope of the Acquisition and other statements other than historical
facts. Forward-looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope",
"aims", "continue", "will", "may", "should", "would", "could", or other words
of similar meaning. These statements are based on assumptions and assessments
made by Bidco and/or Tritax EuroBox 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 are expected to occur in the future and the
factors described in the context of such forward-looking statements in this
announcement could cause actual results and developments to differ materially
from those expressed in or implied by such forward-looking statements.
Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and readers are therefore
cautioned not to place undue reliance on these forward-looking statements.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in global,
political, economic, business and/or competitive conditions, market and
regulatory forces, future exchange and interest rates, changes in tax rates
and future business combinations or dispositions.

Each forward-looking statement speaks only as at the date of this
announcement. Neither Bidco nor Tritax EuroBox, nor their respective groups,
assumes any obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law or by the rules of any
competent regulatory authority.

 No profit forecasts or estimates or Quantified Financial Benefits Statements

No statement in this announcement is intended as a profit forecast or estimate
for any period or a quantified financial benefits statement and no statement
in this document should be interpreted to mean that earnings or earnings per
share or dividend per share for Tritax EuroBox 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 Tritax EuroBox.

 

Publication on website

A copy of this announcement and the documents required to be published
pursuant to Rules 26.1, 26.2 and 26.3 of the City Code will be available,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, for inspection on Tritax EuroBox's website at
https://www.tritaxeurobox.co.uk/investors/shareholder-information/brookfield-offer/
(https://www.tritaxeurobox.co.uk/investors/shareholder-information/brookfield-offer/)
and on Bidco's website at www.public-documents.co.uk by no later than 12 noon
(London time) on the Business Day following the publication of this
announcement.

Save as expressly referred to in this announcement, neither the contents of
these websites nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this announcement.

 

General

 

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

 

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