REG - Tritax EuroBox PLC Tritax EuroBox -BOXE - Court Sanction of the Scheme of Arrangement

Tritax EuroBoxAnnouncement

06/12/2024 13:30

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RNS Number : 1927P  Tritax EuroBox PLC  06 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 OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

6 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)

COURT SANCTION OF THE SCHEME OF ARRANGEMENT

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.

Sanction of the Scheme

Tritax EuroBox and Bidco are pleased to announce that the Court has today
granted the Scheme Court Order sanctioning the Scheme pursuant to which the
Acquisition is being implemented.

The Scheme will become Effective upon the delivery of a copy of the Scheme
Court Order (together with a copy of the Scheme and all documents required to
be annexed thereto) to the Registrar of Companies, which is expected to occur
on 10 December 2024.

Next steps and timetable

Tritax EuroBox confirms that the Scheme Record Time will be 6:00 p.m. on 9
December 2024. Scheme Shareholders on Tritax EuroBox's register of members at
the Scheme Record Time will, upon the Scheme becoming Effective, be entitled
to receive 69.0 pence in cash for each Tritax EuroBox Share.

The last day for dealings in, registration of transfers of, and disablement in
CREST of Tritax EuroBox Shares is expected to be 9 December 2024.

Applications have been made for the suspension, and subsequent cancellation,
of trading in Tritax EuroBox Shares on the Main Market and of the listing of
the Tritax EuroBox Shares on the Official List. The suspension of trading in
Tritax Eurobox Shares on the Main Market and the listing of Tritax EuroBox
Shares on the Official List is expected to take effect from 7:30 a.m. on 10
December 2024. Once suspended, it is expected that the cancellation of trading
in Tritax Eurobox Shares on the Main Market and listing of Tritax EuroBox
Shares on the Official List, will take effect by no later than 8:00 a.m. on 11
December 2024, subject to the Scheme becoming Effective.

 

On the Effective Date, share certificates in respect of Scheme Shares will
cease to be valid documents of title, and entitlements to Scheme Shares held
in uncertificated form in CREST will be cancelled.

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).

 

The expected timetable regarding the principal events for the implementation
of the Scheme remains as set out on page 9 of the Scheme Document, unless
otherwise stated in this announcement. Tritax EuroBox will give adequate
notice of any change or revision of the currently expected dates and/or times
by issuing an announcement of the revised dates and/or times through a
Regulatory Information Service, with such announcement being made available on
the Tritax EuroBox website
at https://www.tritaxeurobox.co.uk/investors/shareholder-information/brookfield-offer/ and
on Bidco's website at www.public-documents.co.uk.

 

A further announcement will be made when the Scheme has become 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. In accordance with the City Code, normal United Kingdom market
practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates
will continue to act as exempt principal trader in Tritax EuroBox 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 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. 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 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. Also, in accordance with Rule
14e-5(b) under the US Exchange Act (if applicable), Barclays and its
affiliates will continue to act as exempt principal trader in Tritax EuroBox
Shares on the London Stock Exchange. If such purchases or arrangements to
purchase were to be made, they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices and would
comply with applicable law, including the US Exchange Act. Any information
about such purchases will be disclosed as required in the United Kingdom, will
be reported to a Regulatory Information Service of the FCA and will be
available on the London Stock Exchange website: www.londonstockexchange.com.

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 and the Scheme Document (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 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.

Dealing and Opening Position Disclosure Requirements of the City Code

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 10th
Business Day (as defined in the City Code) following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th Business Day (as defined in the City Code) 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(s), save to the
extent that these details have previously been disclosed under Rule 8. A
Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 p.m. (London time) on the Business Day (as defined in the City
Code) 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 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.

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
(http://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.

Availability of hard copies

In accordance with Rule 30.3 of the City Code, Tritax EuroBox Shareholders and
persons with information rights may request a copy of this announcement in
hard copy form free of charge. Such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

If you would like to request a hard copy of this announcement (or any
information incorporated into it by reference to another source) please
contact Tritax EuroBox's registrar, Computershare, at The Pavilions,
Bridgwater Road, Bristol, United Kingdom, BS99 6ZY, or by calling 0370 703
0010 or from overseas +44(0)370 703 0010. 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. and 5.30 p.m. (London time), Monday to Friday (excluding public
holidays in England and Wales). Please note that Computershare cannot provide
any financial, legal or tax advice. Calls may be recorded and monitored for
security and training purposes.

 

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.

Scheme process

In accordance with Section 5 of Appendix 7 to the City Code, Tritax EuroBox or
Bidco (as applicable) will announce through a Regulatory Information Service
key events in the Scheme process including that the Scheme has become
Effective.

 

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