REG - UK Comm Prop REIT Ld Tritax Big Box REIT - PUBLICATION AND POSTING OF SCHEME DOCUMENT

UK Commercial Property REITAnnouncement

09/04/2024 16:00

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RNS Number : 9092J  UK Commercial Property REIT Ltd  09 April 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

9 April 2024

RECOMMENDED ALL-SHARE COMBINATION

OF

TRITAX BIG BOX REIT PLC ("BBOX")

AND

UK COMMERCIAL PROPERTY REIT LIMITED ("UKCM")

 

PUBLICATION AND POSTING OF SCHEME DOCUMENT

On 21 March 2024, the boards of BBOX and UKCM announced that they had reached
agreement on the terms of a recommended all-share combination of BBOX and UKCM
(the "Announcement") pursuant to which BBOX will acquire the entire issued and
to be issued share capital of UKCM (the "Combination"). As described in the
Announcement, it is intended that the Combination will be effected by means of
a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law
of Guernsey (the "Scheme").

Unless the context provides otherwise, words and expressions defined in the
Scheme Document shall have the same meanings in this announcement.

Publication of the Scheme Document

The board of UKCM is pleased to announce the publication of the scheme
document in relation to the Scheme by UKCM (the "Scheme Document") which,
together with the associated Forms of Proxy, is today being posted by UKCM to
UKCM Shareholders (save for UKCM Shareholders in certain Restricted
Jurisdictions).

The Scheme Document contains, amongst other things, the full terms and
conditions of the Scheme, a letter from the Senior Independent Director of
UKCM, an explanatory statement pursuant to section 108 of Part VIII of the
Companies Law of Guernsey, an expected timetable of principal events, notices
of the Court Meeting and the General Meeting, valuation reports pursuant to
Rule 29 of the City Code on Takeover and Mergers (the "Code"), and details of
the actions to be taken by Scheme Shareholders entitled to vote at the Court
Meeting and UKCM Shareholders entitled to vote at the General Meeting.

The Scheme Document will be made available (subject to any applicable
restrictions relating to persons resident in Restricted Jurisdictions) free of
charge, on UKCM's website at www.ukcpreit.com/en-gb/merger and on BBOX's
website at
www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/
by no later than 12 noon on the Business Day following the publication of the
Scheme Document and will be available up to and including the end of the Offer
Period. The contents of these websites are not incorporated into, and do not
form part of, this announcement.

Publication of the BBOX Combined Circular and Prospectus

A combined circular and prospectus relating to the New BBOX Shares proposed to
be issued to UKCM Shareholders in connection with the Combination (the
"Combined Circular and Prospectus") has been approved by the Financial Conduct
Authority and is expected to be published today on BBOX's website at
www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/
(http://www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/)
. The contents of this website are not incorporated into, and do not form part
of, this announcement.

Action required

As further described in the Scheme Document, before the Court is asked to
sanction the Scheme, the Scheme will require the approval of Scheme
Shareholders at the Court Meeting and the passing of the Resolution by UKCM
Shareholders at the General Meeting. The Court Meeting and the General Meeting
are to be held at Eventspace, Salisbury House,114 London Wall, London EC2M 5QD
on 2 May 2024. The Court Meeting is scheduled to commence at 10.00 a.m. and
the General Meeting is scheduled to commence at 10.15 a.m. (or as soon
thereafter as the Court Meeting has concluded been adjourned or postponed).
Notices of the Court Meeting and the General Meeting are set out in Parts 12
and 13, respectively, of the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast (whether in person or by proxy) in order for the Court to be
satisfied that there is a fair and reasonable representation of Scheme
Shareholders' opinion. Shareholders are therefore strongly urged to complete,
sign and return their Forms of Proxy or to appoint a proxy electronically
either through the share portal service or through CREST as soon as possible
and, in any event, by no later than 10.00 a.m. on 30 April 2024 in respect of
the Court Meeting and 10.15 a.m. on 30 April 2024 in respect of the General
Meeting in accordance with the instructions set out in the Scheme Document and
the Forms of Proxy. Instructions in relation to voting and the completion of
the Forms of Proxy are included in the Scheme Document.

Expected timetable of principal events

An expected timetable of principal events for the Scheme is set out in the
Scheme Document and is also reproduced in the appendix to this announcement.
Subject to the requisite approval of Scheme Shareholders at the Court Meeting
and of UKCM Shareholders at the General Meeting, the satisfaction or waiver
(if capable of waiver) of the other Conditions set out in the Scheme Document
and the sanction of the Scheme by the Court at the Sanction Hearing, the
Scheme is currently expected to become Effective on or around 16 May 2024.

If the expected dates of the events following the Court Meeting and General
Meeting (including (without limitation) the date of the Sanction Hearing)
change, then UKCM will give adequate notice of such changes in an announcement
released through a Regulatory Information Service.

It is intended that applications will be made to the London Stock Exchange to
cancel trading in UKCM Shares on the Main Market, and to the Financial Conduct
Authority to cancel the listing of the UKCM Shares on the Official List, in
each case with effect from or shortly following the Effective Date. The last
day of dealings in UKCM Shares on the Main Market for listed securities of the
London Stock Exchange is expected to be the Business Day immediately prior to
the Effective Date and no transfers shall be registered after 5.00 p.m. on
that date.

Recommendation

The UKCM Recommending Directors, who have been so advised by Rothschild &
Co as to the financial terms of the Combination, consider the terms of the
Combination to be fair and reasonable. In providing its advice to the UKCM
Directors, Rothschild & Co has taken into account the commercial
assessments of the UKCM Directors. Rothschild & Co is providing
independent financial advice to the UKCM Directors for the purposes of Rule 3
of the Code.

Accordingly, taking into account the factors set out in paragraph 4 of Part 1
of the Scheme Document, the UKCM Recommending Directors recommend unanimously
that all Scheme Shareholders vote in favour of the Scheme at the Court Meeting
and that all UKCM Shareholders vote in favour of the Resolution at the General
Meeting, as the UKCM Recommending Directors have irrevocably undertaken to do
in respect of their own beneficial holdings of UKCM Shares.

Peter Pereira Gray, the Chairman of the UKCM board, is not recommending the
Combination or the Scheme to UKCM Shareholders. His dissenting opinion on the
Combination is set out in paragraph 5 of Part 1 of the Scheme Document.

Shareholders should read carefully the whole of the Scheme Document (including
any documents incorporated into the Scheme Document by reference), together
with the accompanying Forms of Proxy and the Combined Circular and Prospectus,
before deciding whether or not to vote, or procure a vote, in favour of the
Scheme at the Court Meeting and the Resolution at the General Meeting. Each of
these documents contains important information relating to the Combination
and, in respect of the Combined Circular and Prospectus, important information
relating to the New BBOX Shares. Any vote or decision in respect of, or other
response to, the Combination or the Scheme (as applicable) should only be made
on the basis of the information contained in the Scheme Document and the
Combined Circular and Prospectus.

Helpline

 

If you have any questions about this announcement, the Scheme Document, the
Court Meeting or the General Meeting, or are in any doubt as to how to
complete and return the Forms of Proxy, please contact UKCM's registrar,
Computershare, c/o 13 Castle Street, St Helier, Jersey JE1 1ES or call on
+44(0)370 707 4040, between 8.30 a.m. and 5.30 p.m. Monday to Friday
(excluding public holidays in England and Wales). All calls to the helpline
may be recorded and monitored for security and training purposes. Please note
that, for legal reasons, the helpline cannot provide advice on the merits of
the Combination or give any legal, tax or financial advice.

All references to time shown in this announcement (including the appendix) are
references to London (UK) time.

Enquiries:

 UKCM                                                                          +44 (0) 20 7280 5569
 Margaret Littlejohns, Senior Independent Director
 Rothschild & Co (Lead Financial Adviser and Sole Rule 3 adviser to UKCM)      +44 (0) 20 7280 5000
 Alex Midgen

 Sam Green

 Jake Shackleford
 Deutsche Numis (Joint Financial Adviser and Corporate Broker to UKCM)         +44 (0) 20 7260 1000
 Hugh Jonathan

 George Shiel
 FTI Consulting (UKCM Media Enquiries)                                         +44 (0) 20 3727 1000
 Richard Sunderland

 Andrew Davis

 Emily Smart

 

APPENDIX

Expected timetable of principal events

 Event                                                                           Time and/or date
 Publication of the Scheme Document and expected publication of the Combined       9 April 2024
 Circular and Prospectus
 Latest time and date for receipt of the BLUE Form of Proxy or a CREST Proxy     10.00 a.m. on 30 April 2024((1))
 Instruction in respect of the Court Meeting
 Latest time and date for receipt of the PINK Form of Proxy or a CREST Proxy     10.15 a.m. on 30 April 2024((2))
 Instruction in respect of the General Meeting

 Voting Record Time for the Court Meeting and the General Meeting                6.00 p.m. on 30 April 2024((3))
 BBOX General Meeting                                                            10.30 a.m. on 1 May 2024((4))
 Court Meeting                                                                   10.00 a.m. on 2 May 2024
 General Meeting                                                                 10.15 a.m. on 2 May 2024((5))
 The following dates and times are indicative only and are subject to
 change((6))
 Last day of dealings in, and for registration of transfers of, and disablement   15 May 2024((7))
 in CREST of, UKCM Shares
 Scheme Record Time                                                              6.00 p.m. on 15 May 2024
 Suspension of listing of UKCM Shares on the premium listing segment of the      7.30 a.m. on 16 May 2024
 Official List and from trading on the Main Market
 Court hearing to sanction the Scheme                                            16 May 2024((8))
 Effective Date of the Scheme((8))                                               16 May 2024
 Cancellation of listing of, and trading in, the UKCM Shares                     by no later than 8.00 a.m. on 17 May 2024
 New BBOX Shares issued to Scheme Shareholders                                   by 8.00 a.m. on 17 May 2024
 Admission and commencement of dealings in New BBOX Shares                       at or shortly after 8.00 a.m. on 17 May 2024
 CREST accounts of Scheme Shareholders credited with New BBOX Shares              at or shortly after 8.00 a.m. on 17 May 2024 but no later than 30 May 2024
 CREST accounts of Scheme Shareholders credited with cash due in relation to     within 14 calendar days of the Effective Date
 the sale of fractional entitlements
 Despatch of (a) share certificates for New BBOX Shares (in respect of Scheme    within 14 calendar days of the Effective Date
 Shares held in certificated form) and (b) cheques due in relation to the sale
 of fractional entitlements
 Long Stop Date                                                                  21 September 2024((9))
 The Court Meeting and the General Meeting will each be held at Eventspace,
 Salisbury House, 114 London Wall, London EC2M 5QD.
 Notes:
 1.     It is requested that BLUE Forms of Proxy or CREST Proxy
 Instructions in respect of the Court Meeting be lodged at least 48 hours prior
 to the time appointed for the Court Meeting or, in the case of any adjournment
 or postponement, not later than 48 hours before the time fixed for the holding
 of the adjourned or postponed Court Meeting (in each case excluding any part
 of a day that is not a Business Day). Blue Forms of Proxy that are not so
 lodged may be handed to the Chairman of the Court Meeting or a representative
 of the Company's registrar, Computershare, at the Court Meeting venue before
 the start of the Court Meeting.
 2.     PINK Forms of Proxy or CREST Proxy Instructions in respect of the
 General Meeting must be lodged at least 48 hours prior to the time appointed
 for the General Meeting or, in the case of any adjournment or postponement,
 not later than 48 hours before the time fixed for the holding of the adjourned
 or postponed General Meeting (in each case excluding any part of a day that is
 not a Business Day). Pink Forms of Proxy that are not so lodged may NOT be
 handed to the Chairman of the General Meeting or a representative of the
 Company's registrar, Computershare, before the start of or at the General
 Meeting.

 3.     If either the Court Meeting or the General Meeting is adjourned or
 postponed, the Voting Record Time for the relevant adjourned or postponed
 Meeting will be 6.00 p.m. on the day which is two Business Days before the
 date set for such adjourned or postponed Meeting and only Scheme Shareholders
 (in the case of the Court Meeting) and UKCM Shareholders (in the case of the
 General Meeting) on the register of members at such time shall be entitled to
 attend and vote at the relevant Meeting(s).
 4.     Or as soon thereafter as the BBOX annual general meeting taking
 place on the same day shall have been concluded or been adjourned or
 postponed.

 5.     Or as soon thereafter as the Court Meeting shall have been
 concluded or been adjourned or postponed.
 6.     These dates and times are indicative only, may be subject to change
 (including as a result of changes to the Court timetable and, in particular,
 if an earlier date becomes available for the Court hearing to sanction the
 Scheme) and will depend, amongst other matters, on the date upon which: (i)
 the Conditions are satisfied or (where applicable) waived; and (ii) the Court
 sanctions the Scheme. UKCM will give notice of any change(s) to this
 indicative timetable by issuing an announcement through a Regulatory
 Information Service and, if required by the Panel, posting notice(s) of the
 change(s) to UKCM Shareholders and persons with information rights. All Scheme
 Shareholders have the right to attend the Sanction Hearing.
 7.     UKCM Shares will be disabled in CREST from 6.00 p.m. on such date.

 8.     A copy of the Court Order which sanctions the Scheme must be filed
 with the Guernsey Registry as promptly as is practicable and in any event
 within seven days after the date on which it is made. The Scheme will become
 Effective on the date prescribed in the Court Order.

 9.     This is the latest date by which the Scheme may become Effective
 unless UKCM and BBOX agree a later date (with the consent of the Panel and, if
 required, the permission of the Court).

Important notices

You should read this announcement and the Scheme Document and if you are in
any doubt as to the action you should take, consult an independent financial
adviser. In making an investment decision you must rely on your own
examination of the terms of the Scheme, and the Combination, including the
merits and risks involved. If you have any questions about the Scheme
Document, the Court Meeting or the General Meeting or are in any doubt as to
how to complete the Forms of Proxy, please contact Computershare on the number
set out above.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively as lead financial adviser and sole Rule 3 adviser to UKCM and for
no one else in connection with the Combination and the matters described in
this announcement and will not be responsible to anyone other than UKCM for
providing the protections afforded to clients of Rothschild & Co or for
providing advice in connection with the Combination or any matter described in
this announcement. Neither Rothschild & Co 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 Rothschild & Co in connection with this announcement, any
statement contained herein, the Combination or otherwise.

Numis Securities Limited (trading for these purposes as Deutsche Numis)
("Deutsche Numis"), which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for UKCM and for no one else in connection with
the Combination and the matters described in this announcement and will not be
responsible to anyone other than UKCM for providing the protections afforded
to its clients or for providing advice in connection with the Combination or
the matters described in this announcement. Neither Deutsche Numis nor any of
its affiliates 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 Deutsche Numis in connection
with this announcement, any statement or other matter or arrangement referred
to herein, the Combination or otherwise.

This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities, or a solicitation of an offer to buy any
securities, pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.

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

The contents of this announcement do not amount to, and should not be
construed as, legal, tax, business or financial advice. If you are in any
doubt about the contents of this announcement, you should consult your own
legal adviser, tax adviser or financial adviser for 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
service 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.

Overseas jurisdictions

The release, publication or distribution of this announcement, the Scheme
Document and any formal documentation relating to the Combination in, into or
from jurisdictions other than the United Kingdom or Guernsey 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 or Guernsey 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 or Guernsey to vote their UKCM 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 Combination disclaim any
responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by BBOX or required by the Code, and permitted by
applicable law and regulation, the New BBOX Shares to be issued pursuant to
the Combination to Scheme Shareholders will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in favour of the
Combination by any such use, means, instrumentality or form from within a
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, copies of this
announcement and any formal documentation relating to the Combination are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or any other
jurisdiction where to do so would constitute a violation of the laws of that
jurisdiction, and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
such documents in, into or from any Restricted Jurisdiction. Doing so may
render invalid any related purported vote in respect of the Combination. If
the Combination is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover 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 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 Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.

The availability of New BBOX Shares pursuant to the Combination to UKCM
Shareholders who are not resident in the United Kingdom or Guernsey or the
ability of those persons to hold such shares may be affected by the laws or
regulatory requirements of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom or Guernsey
should inform themselves of, and observe, any applicable legal or regulatory
requirements. UKCM Shareholders who are in doubt about such matters should
consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.

This announcement has been prepared for the purpose of complying with English
law, Guernsey law and the 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 or Guernsey.

Further details in relation to Overseas Shareholders are contained in
paragraph 14 of Part 2 of the Scheme Document. All UKCM Shareholders or other
persons (including nominees, trustees and custodians) who would otherwise
intend to or may have a contractual or legal obligation to forward the Scheme
Document and the accompanying Forms of Proxy to a jurisdiction outside the
United Kingdom and Guernsey should refrain from doing so and seek appropriate
professional advice before taking any action.

US investors

UKCM Shareholders in the United States should note that the Combination
relates to the shares of a Guernsey company with a listing on the London Stock
Exchange and is proposed to be implemented pursuant to a scheme of arrangement
provided for under Guernsey 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 Combination is subject
to the procedural and disclosure requirements, rules and practices applicable
in the United Kingdom or Guernsey involving a target company incorporated in
Guernsey and listed on the London Stock Exchange, which differ from the
requirements of US proxy solicitation or tender offer rules. Financial
information included in the Scheme Document has been or will be prepared in
accordance with UK IFRS or EU 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 and EU IFRS.

If, in the future, BBOX elects, with the consent of the Panel, to implement
the Combination by means of a Takeover Offer and determines to extend such
Takeover Offer into the United States, such Takeover Offer will be made in
compliance with all applicable laws and regulations, including, without
limitation, to the extent applicable, Section 14(e) of the US Exchange Act and
Regulation 14E thereunder, and subject, in the case of participation by UKCM
Shareholders resident in the United States, to the availability of an
exemption (if any) from the registration requirements of the US Securities Act
and of the securities laws of any state or other jurisdiction of the United
States. Such Takeover Offer would be made by BBOX (or its affiliate) and no
one else. In addition to any such Takeover Offer, BBOX, certain affiliated
companies and the nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in UKCM outside such
Takeover Offer during the period in which such Takeover Offer would remain
open for acceptance. If such purchases or arrangements to purchase were to be
made, they would be made outside the United States 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 and Guernsey,
will be reported to a Regulatory Information Service of the FCA and will be
available on the London Stock Exchange website: www.londonstockexchange.com/.

The New BBOX Shares have not been and will not be registered under the US
Securities Act or under the securities laws of any state or other jurisdiction
of the United States. Accordingly, the New BBOX 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 and in compliance with the
securities laws of any state or other jurisdiction of the United States. The
New BBOX Shares are expected to be issued in reliance upon the exemption from
the registration requirements of the US Securities Act provided by section
3(a)(10) thereof.

For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act afforded by Section 3(a)(10) thereof,
UKCM will advise the Court that the Court's sanctioning of the Scheme will be
relied on by BBOX as an approval of the Scheme following a hearing on the
fairness of the terms and conditions of the Scheme to UKCM Shareholders, at
which hearing all such shareholders are entitled to attend in person or
through counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification has been given to all such shareholders.

None of the securities referred to in this announcement or the Scheme Document
have been approved or disapproved by the SEC, any state securities commission
in the United States or any other US regulatory authority, nor have such
authorities passed upon or determined the fairness or merits of such
securities or the Combination or upon the adequacy or accuracy of the
information contained in this announcement or the Scheme Document. Any
representation to the contrary is a criminal offence in the United States.

It may be difficult for US holders of UKCM Shares to enforce their rights and
claims arising out of the US federal securities laws, since BBOX and UKCM are
organised in countries other than the United States, and some or all of their
officers and directors may be residents of, and some or all of their assets
may be located in, jurisdictions other than the United States. US holders of
UKCM 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 UKCM Shares may not be able to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgment.

The receipt of New BBOX Shares pursuant to the Combination by a US UKCM
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 UKCM Shareholder is urged to
consult its independent professional adviser immediately regarding the tax
consequences of the Combination.

Further details in relation to US holders are contained in the Scheme
Document.

Forward-looking statements

This announcement, the Scheme Document (including information incorporated by
reference into the Scheme Document), oral statements regarding the Combination
and other information published by BBOX and UKCM contain certain
forward-looking statements with respect to the financial condition,
strategies, objectives, results of operations and businesses of BBOX and UKCM
and their respective groups and certain plans and objectives with respect to
the Combined Group. 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 BBOX and UKCM 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 and
the formal documentation in respect of the Combination include statements
relating to the expected effects of the Combination on BBOX and UKCM, the
expected timing and scope of the Combination 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 BBOX and/or UKCM 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 or the Scheme 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 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 in this announcement speaks only as at the date
of this announcement. Neither BBOX nor UKCM, 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.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the 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 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 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 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
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 (http://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 and 26.2 of the Code will be available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on BBOX's website at
www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/
and on UKCM's website at www.ukcpreit.com/en-gb/merger by no later than 12
noon (London time) on the Business Day following the publication of this
announcement.

Save as expressly referred to in the Scheme Document, 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
and/or the Scheme Document.

Availability of hard copies

In accordance with Rule 30.3 of the Code, UKCM Shareholders and persons with
information rights may request a copy of this announcement and/or the Scheme
Document (and any accompanying documents and any information incorporated into
it by reference to another source) 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 Combination should be in
hard copy form. For persons who have received a copy of the Scheme Document in
electronic form or via a website notification, a hard copy of the Scheme
Document will not be sent to you unless you have previously notified UKCM's
registrar, Computershare, that you wish to receive all documents in hard copy
form or unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of this announcement or the Scheme
Document (or any information incorporated into it by reference to another
source) please contact UKCM's registrar, Computershare, c/o 13 Castle Street,
St Helier, Jersey JE1 1ES, or by calling 0370 707 4040 or from overseas
+44(0)370 707 4040. 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.

Scheme process

In accordance with Section 5 of Appendix 7 of the Code, UKCM will announce
through a Regulatory Information Service key events in the Scheme process
including the outcomes of the Meetings and the Sanction Hearing.

Unless otherwise consented to by the Court (if required) and the Panel, any
modification or revision to the Scheme will be made no later than the date
which is 14 days prior to the Meetings (or any later date to which such
Meetings are adjourned or postponed).

 

 

 

 

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