REG - Blackstone Europe Warehouse REIT PLC - Announcement Update on Day 21 Acceptance Level

Warehouse ReitAnnouncement

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RNS Number : 5076T  Blackstone Europe LLP  01 August 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE
SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES
LAW.

FOR IMMEDIATE RELEASE

1 August 2025

RECOMMENDED INCREASED CASH OFFER

for

Warehouse REIT plc ("Warehouse")

by

Wapping Bidco Ltd ("Bidco")

a newly-formed company indirectly owned by investment funds advised by
affiliates of

Blackstone Inc.

ACCEPTANCE LEVEL UPDATE

Introduction

 

On 4 June 2025, the boards of directors of Warehouse REIT plc ("Warehouse")
and Wapping Bidco Ltd ("Bidco"), a newly-formed company indirectly owned by
investment funds advised by affiliates of Blackstone Inc., announced that
they had reached agreement on the terms and conditions of a cash acquisition
by Bidco of the entire issued and to be issued ordinary share capital of
Warehouse to be effected by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Companies Act").

 

On 25 June 2025, the boards of directors of Warehouse and Tritax Big Box REIT
plc ("Tritax") announced that they had reached agreement on the terms and
conditions of a cash and share offer by Tritax of the entire issued, and to be
issued, ordinary share capital of Warehouse to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the
"Tritax Offer").

 

On 10 July 2025, Bidco announced the terms of an increased cash offer (the
"Increased Cash Offer") for the entire issued and to be issued share capital
of Warehouse, to be effected by means of a takeover offer (as defined in
section 974 of the Companies Act) (the "Offer") and, on the same day, the full
terms and conditions of the Offer and the procedures for acceptance (the
"Offer Document"), together with the related Form of Acceptance, were
published and posted to Warehouse Shareholders. Under the terms of the Offer,
Warehouse Shareholders will be entitled to receive 113.4 pence in cash for
each Warehouse Share. The Offer Document and the Form of Acceptance are
available, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at Bidco's website at
https://document-publication.co.uk/ (https://document-publication.co.uk/) and
at Warehouse's website at
https://www.warehousereit.co.uk/investors/offer-from-blackstone/documents
(https://www.warehousereit.co.uk/investors/offer-from-blackstone/documents) .

 

On 11 July 2025, the Warehouse Independent Directors announced that they
unanimously consider the terms of the Increased Cash Offer to be fair and
reasonable and that they recommend unanimously that Warehouse Shareholders
accept the Increased Cash Offer. On 23 July 2025, the Board of Warehouse
announced the publication by Warehouse of a response document in respect of
the Increased Cash Offer in accordance with Rule 25.1(a) of the Takeover Code
which includes the reasons behind the unanimous recommendation of the
Warehouse Independent Directors that Warehouse Shareholders accept the
Increased Cash Offer. Such documents are available at Bidco's website at
https://document-publication.co.uk/ (https://document-publication.co.uk/) and
at Warehouse's website at
https://www.warehousereit.co.uk/investors/offer-from-blackstone/documents
(https://www.warehousereit.co.uk/investors/offer-from-blackstone/documents) .

 

This announcement should be read in conjunction with the full text of the
Offer Document. Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Offer Document.

 

Day 21 Acceptance Level Update

Day 60 of the Offer timetable will be 8 September 2025. Day 21 of the Offer
timetable was therefore 31 July 2025.

In accordance with Rule 17 of the Takeover Code, Bidco confirms that, as at
6:00 p.m. (London time) on 31 July 2025, valid acceptances of the Offer
("Valid Acceptances") had been received in respect of 629,235 Warehouse
Shares, representing 0.14 per cent. of Warehouse's existing issued ordinary
share capital.

As described in Section 5 of Part VII of the Offer Document (Additional
Information on Warehouse, Blackstone and Bidco), Bidco procured irrevocable
undertakings to accept (or procure or instruct the acceptance of) the Offer
from the Warehouse Independent Directors who hold, in aggregate, 1,177,420
Warehouse Shares, representing approximately 0.28 per cent. of Warehouse's
existing issued ordinary share capital. So far as Bidco is aware, these
irrevocable undertakings remain outstanding as at 6:00 p.m. (London time) on
31 July 2025.

Further details of the irrevocable undertakings, including the terms on which
they cease to be binding are set out in Section 5 of Part VII of the Offer
Document (Additional Information on Warehouse, Blackstone and Bidco).

Interests in Securities

As at the close of business in London on 31 July 2025, the interests in, or
rights to subscribe in respect of, relevant Warehouse securities held by Bidco
or its subsidiaries were:

 Name                      Nature of interest             Number of Warehouse   Percentage of Warehouse's issued ordinary share capital (%)

Shares
 Wapping Holdings Limited  Ownership of Warehouse Shares  57,453,726            13.52

 

Save as disclosed in this announcement, as at 6:00 p.m. (London time) on 31
July 2025, neither Bidco, nor any Bidco Director, nor, so far as the Bidco
Directors' are aware, any other person acting, or deemed to be acting, in
concert with Bidco:

·     had any interest in, or right to subscribe in respect of, any
relevant Warehouse securities;

·   had any short position (whether conditional or absolute and whether in
the money or otherwise), including any short position under a derivative, any
agreement to sell or any delivery obligation or any right to require another
person to take purchase or take delivery of relevant Warehouse securities;

·     had procured an irrevocable commitment or letter of intent to accept
the terms of the Offer in respect of relevant Warehouse securities; or

·    had borrowed or lent any relevant Warehouse securities, save for any
borrowed shares which have been either on-lent or sold.

 

Acceptance Condition

As at 6:00 p.m. (London time) on 31 July 2025, Bidco may count 58,082,961
Warehouse Shares, representing approximately 13.66% of Warehouse's existing
issued ordinary share capital, towards satisfaction of the Acceptance
Condition. This comprises Warehouse Shares which are currently held by Bidco
as set out above.

Warehouse Shareholders are reminded that, as a summary and subject to the
fuller description in the Offer Document, the Acceptance Condition shall be
satisfied should Bidco receive Valid Acceptances and/or Bidco or an entity
controlled by Bidco acquire or agree to acquire Warehouse Shares which in
aggregate carry more than 50 per cent. of the voting rights then exercisable
at a general meeting of Warehouse Shareholders.

The percentages of Warehouse Shares referred to in this announcement are based
on the figure of 424,861,650 ordinary Warehouse Shares in issue at 6:00 p.m.
(London time) on the last Business Day prior to this announcement.

 

Action to be taken by Warehouse Shareholders to accept the Offer

The Offer will be open for acceptance until 1:00 p.m. (London time) on 8
September 2025, unless the Unconditional Date is brought forward or extended
by Bidco in accordance with the Takeover Code and as further described in
section 1 of Part C of Part III (Conditions to and Further Terms of the Offer)
of the Offer Document.

Warehouse Shareholders are encouraged to accept the Offer as soon as possible.

Warehouse Shareholders who hold their Warehouse Shares in certificated form
should read section 13.1 of Part II (Letter from the Financial Advisers) of
the Offer Document and complete the accompanying personalised Form of
Acceptance in accordance with the instructions printed thereon. The completed
Form of Acceptance, together with the share certificate(s) and/or other
document(s) of title, should be returned as soon as possible by post to
Computershare Investor Services PLC, Corporate Actions Projects, The
Pavilions, Bridgwater Road, Bristol, BS99 6AH or (during normal business hours
only) by hand to Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol, BS13 8AE, United Kingdom as soon as possible and, in
any event, so as to be received not later than 1:00 p.m. on 8 September 2025
(or such other date set by Bidco as described in the Offer Document). Any Form
of Acceptance received electronically will be rejected as an invalid
acceptance of the Offer.

Warehouse Shareholders who hold their Warehouse Shares in uncertificated form
(that is, in CREST) should read section 13.2 of Part II of the Offer Document
and ensure that an electronic acceptance is made by them or on their behalf
and that settlement is made no later than 1:00 p.m. (London time) on 8
September 2025 (or such other date set by Bidco as described in the Offer
Document). If such shareholders hold their Warehouse Shares as a CREST
sponsored member, they should refer to their CREST sponsor as only their CREST
sponsor will be able to send the necessary TTE instruction to Euroclear.

Cancellation of trading, squeeze-out and re-registration

Warehouse Shareholders are reminded that, as stated in the Offer Document,
after the Acquisition becomes or is declared unconditional and if Bidco has,
by virtue of its shareholdings (and the shareholdings of its wholly-owned
subsidiaries) and acceptances of the Offer, acquired or agreed to acquire
issued share capital carrying 75 per cent. or more of the voting rights of
Warehouse, it is intended that the admission to the Official List and to
trading of the Warehouse Shares on the Main Market of the LSE will be
cancelled.

If Bidco receives acceptances under the Offer in respect of, and/or otherwise
acquires (and/or any of its subsidiaries acquires), 90 per cent. or more of
the Warehouse Shares to which the Offer relates and assuming that the
Acceptance Condition has been satisfied or waived (if capable of being
waived), Bidco intends to exercise its rights pursuant to the provisions of
Chapter 3 of Part 28 of the Companies Act to acquire compulsorily any
Warehouse Shares not acquired or agreed to be acquired by or on behalf of
Bidco pursuant to the Offer or otherwise on the same terms as the Offer.

It is also intended that, following the Offer becoming or being declared
unconditional, the trading on the Main Market of Warehouse Shares having been
cancelled and admission to the Official List having been cancelled, Warehouse
will be re-registered as a private limited company.

Such cancellation of admission to the Official List and to trading on the Main
Market of the LSE of Warehouse Shares and re-registration of Warehouse as a
private limited company shall significantly reduce the liquidity and
marketability of any Warehouse Shares in respect of which the Offer has not
been accepted at that time and their value may be affected as a consequence.
Any remaining Warehouse Shareholders (unless their Warehouse Shares are
acquired by Bidco pursuant to the provisions of Chapter 3 of Part 28 of the
Companies Act) would become minority shareholders in a majority controlled
private limited company and may therefore be unable to sell their Warehouse
Shares. There can be no certainty that Warehouse would pay any further
dividends or other distributions or that such minority Warehouse Shareholders
would again be offered an opportunity to sell their Warehouse Shares on terms
which are equivalent to or no less advantageous than those under the Offer.

Currency and Settlement

Each Warehouse Shareholder will receive the Increased Cash Consideration which
is payable to them under the Offer in respect of their Warehouse Shares in
pounds Sterling.

Subject to the Offer becoming or being declared unconditional, settlement for
those Warehouse Shareholders who have validly accepted the Offer on or before
the Offer becoming or being declared unconditional will be effected within 14
calendar days of the Offer becoming or being declared unconditional or, in
relation to valid acceptances received after this date, within 14 calendar
days of receipt of that acceptance.

Those Warehouse Shareholders should refer to the provisions at section 13.4 of
Part II (Letter from the Financial Advisers) of the Offer Document.

This section should be read in conjunction with Offer Document and, in the
case of Warehouse Shares held in certificated form, the Form of Acceptance.
Warehouse Shareholders are recommended to seek their own personal financial
advice from their stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under FSMA if they are resident in
the United Kingdom, or from another appropriately authorised independent
financial adviser if they are in a territory outside the United Kingdom.

Questions

If Warehouse Shareholders have any questions about this announcement, the
Offer Document or the accompanying document(s), are in any doubt as to how to
complete the Form of Acceptance (if they hold Warehouse Shares in certificated
form) or as to how to make an electronic acceptance (if they hold Warehouse
Shares in uncertificated form through CREST), please contact the Shareholder
Helpline operated by Computershare during business hours only (8:30 a.m. to
5:30 p.m. Monday to Friday excluding public holidays in England and Wales) on
+44 (0)370 702 0000 or by submitting a request in writing to Computershare
Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater
Road, Bristol, BS99 6AH, United Kingdom. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Calls may be recorded
and randomly monitored for security and training purposes. Please note the
shareholder helpline cannot provide advice on the merits of the Offer nor give
any financial, investment, legal or tax advice.

 

 

Enquiries:

 Blackstone/Bidco                                                      +44 75 5367 3528

 Dafina Grapci-Penney
 Rothschild & Co (Lead Financial Adviser to Blackstone and Bidco)      + 44 20 7280 5000

 Alex Midgen

 Alice Squires

 Sam Green

 Jake Shackleford
 Deutsche Numis (Joint Financial Adviser to Blackstone and Bidco)      +44 20 7260 1000

 Sebastiaan van Loon

 Hugh Jonathan

 Stuart Ord

 Matt Goss

 

Simpson Thacher & Bartlett LLP is acting as legal adviser to Bidco and
Blackstone in connection with the Acquisition.

Inside Information

This announcement contains inside information as defined in the UK version of
the Market Abuse Regulation (EU) No.596/2014, which is part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of
this announcement via a Regulatory Information Service, such inside
information will be considered to be in the public domain.

Important Notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Blackstone and Bidco and for no one else in
connection with the subject matter of this announcement and will not be
responsible to anyone other than Blackstone and Bidco for providing the
protections afforded to its clients or for providing advice in connection with
the subject matter of this announcement.

Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated
under the laws of the Federal Republic of Germany with its principal office in
Frankfurt am Main. It is registered with the local district court
(Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on
banking business and to provide financial services. The London branch of
Deutsche Bank AG is registered as a branch office in the register of companies
for England and Wales at Companies House (branch registration number BR000005)
with its registered branch office address and principal place of business at
21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by
the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main,
Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt
für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108,
53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany.
With respect to activities undertaken in the United Kingdom, Deutsche Bank AG
is authorised by the Prudential Regulation Authority. It is subject to
regulation by the Financial Conduct Authority and limited regulation by the
Prudential Regulation Authority. Details about the extent of Deutsche Bank
AG's authorisation and regulation by the Prudential Regulation Authority are
available from Deutsche Bank AG on request.

Deutsche Bank AG, acting through its London branch (which is trading for these
purposes as Deutsche Numis) ("Deutsche Numis") is acting exclusively for
Blackstone and Bidco and no other person in connection with the matters
referred to in this announcement and will not be responsible to any person
other than Blackstone and Bidco for providing the protections offered to
clients of Deutsche Numis nor for providing advice in relation to any matter
referred to in this announcement. Neither Deutsche Numis 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 Deutsche Numis in connection
with this announcement, any statement contained herein or otherwise.

Further information

This announcement is for information purposes only and does not constitute an
offer or inducement to sell or an invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or a solicitation
of an offer to buy any securities, pursuant to the Acquisition or otherwise.
The Acquisition shall be made solely by means of the Offer Document which
shall contain the full terms and Conditions of the Acquisition.

This announcement has been prepared for the purpose of complying with English
law, the Listing Rules, and the Takeover 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 of England.

This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document for purposes of English law, the Listing
Rules, or any other law in any other jurisdiction.

Overseas Shareholders

The release, publication or distribution of this announcement and any
accompanying documents (in whole or in part) in jurisdictions other than the
United Kingdom may be restricted by law and/or regulations. Persons who are
not resident in the United Kingdom or who are subject to the laws and
regulations of other jurisdictions should inform themselves of, and observe,
any applicable requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer will not be implemented
and documentation relation to the Offer and the Acquisition shall not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction or any other jurisdiction where to do so would violate
the laws or regulations in that jurisdiction and no person may accept the
Offer by any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a
violation of the laws of that jurisdiction. Accordingly, copies of this
announcement and all documents relating to the Acquisition are not being, and
must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction where to do so
would violate the laws in that jurisdiction, and persons receiving this
announcement and all documents relating to the Acquisition (including
custodians, nominees and trustees) must not mail or otherwise forward,
distribute or send them in, into or from such jurisdictions where to do so
would violate the laws in those jurisdictions. The Offer may not be made
available directly or indirectly, into or from 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.

Persons who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements, as any failure to comply with
such requirements 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. The
Acquisition shall be subject to the applicable requirements of, the Takeover
Code, the Panel, the London Stock Exchange, the Financial Conduct Authority
and the Listing Rules.

Each Warehouse Shareholder is urged to consult their independent professional
adviser immediately regarding the tax consequences of the Acquisition.

The statements contained in this announcement are not to be construed as
legal, business, financial or tax advice.

Notice to U.S. investors in Warehouse

The Offer relates to the shares of an English company and is being made by
means of a contractual takeover offer under the Takeover Code and under the
laws of England and Wales. The Offer is being made in the United States
pursuant to all applicable laws and regulations, including, to the extent
applicable, to U.S. Holders pursuant to Section 14(e) of the U.S. Exchange Act
and Regulation 14E thereunder, subject to the exemptions provided by Rule
14d-1(c) under the U.S. Exchange Act for a "Tier I" tender offer, and
otherwise in accordance with the requirements of the Takeover Code.
Accordingly, the Offer is subject to the disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different from those
applicable under U.S. domestic tender offer procedures and law. U.S. Holders
should note that Warehouse is not listed on a U.S. securities exchange, is not
subject to the periodic reporting requirements of the U.S. Exchange Act and is
not required to, and does not, file any reports with the United States
Securities and Exchange Commission thereunder. The Offer is being made to U.S.
Holders on the same terms and conditions as those made to all other Warehouse
Shareholders to whom an offer is being made. Any information documents,
including this announcement, are being disseminated to U.S. Holders on a basis
comparable to the method that such documents are provided to the other
Warehouse Shareholders to whom an offer is being made. U.S. Holders are
encouraged to consult with their own advisors regarding the Offer.

Certain financial information included in this announcement has been or will
have been prepared in accordance with generally accepted accounting standards
applicable in the United Kingdom and thus may not be comparable to financial
information of U.S. companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States.

To the extent permitted by the Takeover Code and applicable law, in accordance
with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S.
Exchange Act, Bidco, certain affiliated companies and their nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in Warehouse outside of the United States, outside the Offer,
during the Offer Period and the period in which the Offer remains open for
acceptance. Also, to the extent permitted by the Takeover Code and applicable
law, in accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the U.S. Exchange Act, each of Rothschild and Deutsche Numis will
continue to act as a connected exempt principal trader in Warehouse Shares on
the London Stock Exchange. In addition, the financial advisers to Bidco may
engage in ordinary course trading activities in securities of Warehouse, which
may include purchases or arrangements to purchase such securities. Any such
purchases or arrangements to purchase have and will be made outside the United
States and in compliance with applicable law. Any such purchases by Bidco or
its affiliates will not be made at prices higher than the price of the Offer
provided in this announcement (save in exceptional circumstances with the
consent of the Takeover Panel and, in such cases the price of the Offer would
be increased accordingly). Any information about such purchases will be
disclosed as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange
website, www.londonstockexchange.com/. Please also refer to section 4 of Part
VII of this announcement for a summary of dealings in relevant Warehouse
securities by Bidco or by persons acting in concert with Bidco.

It may be difficult for U.S. Holders to enforce their rights and claims
arising out of the United States federal securities laws in connection with
the Acquisition, since Bidco and Warehouse are located in countries other than
the United States, and some or all of their officers and directors may be
residents of countries other than the United States. U.S. Holders may not be
able to sue a non-U.S. company or its officers or directors in a non-U.S.
court for violations of U.S. securities laws. Further, it may be difficult to
compel a non-U.S. company and its affiliates to subject themselves to a United
States court's jurisdiction and judgement.

The statements contained in this announcement are made as at the date of this
announcement, unless some other time 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. Nothing in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of Warehouse, the
Warehouse Group, Bidco, or the Bidco Group except where otherwise stated.

NEITHER THE SEC NOR ANY SECURITIES SUPERVISORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION IN THE UNITED STATES HAS APPROVED OR DISAPPROVED THE OFFER OR
REVIEWED IT FOR ITS FAIRNESS, NOR HAVE THE CONTENTS OF THIS Announcement OR
ANY OTHER DOCUMENTATION RELATING TO THE OFFER BEEN REVIEWED FOR ACCURACY,
COMPLETENESS OR FAIRNESS BY THE SEC OR ANY SECURITIES SUPERVISORY AUTHORITY IN
THE UNITED STATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN
THE UNITED STATES.

Forward looking statements

This announcement (including information incorporated by reference in the
Offer Document), oral statements made regarding the Acquisition, and other
information published by Bidco or Warehouse contain certain statements,
beliefs or opinions, with respect to the financial condition, results of
operations and business of Bidco and Warehouse which are or may be deemed to
be "forward looking statements". 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", "envisage", "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, in light of its 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
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 by Bidco
or Warehouse 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 announcement. All
subsequent oral or written forward-looking statements attributable to any
member of the Wider Bidco Group or the Wider Warehouse Group, or any of its
associates, directors, officers, employees or advisers, are expressly
qualified in their entirety by the cautionary statement above. Neither Bidco
nor Blackstone assumes any obligation and Bidco and Blackstone disclaim any
intention or 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 regulation (including
under the Listing Rules and the Disclosure Guidance and Transparency Rules of
the FCA).

EXCEPT AS EXPRESSLY PROVIDED IN THE ANNOUNCEMENT, THE FORWARD-LOOKING
STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF WAREHOUSE, BLACKSTONE OR
BIDCO OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH FORWARD-LOOKING STATEMENTS
INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD SIGNIFICANTLY
AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY ASSUMPTIONS. 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 IS THE SATISFACTION OF THE CONDITIONS, AS WELL
AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC,
BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND
INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR
DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUED IN
THE LIGHT OF SUCH FACTORS. NEITHER BIDCO NOR ANY OF ITS ASSOCIATES OR
DIRECTORS, OFFICERS OR ADVISERS, PROVIDES ANY REPRESENTATION, ASSURANCE OR
GUARANTEE THAT THE OCCURRENCE OF THE EVENTS EXPRESSED OR IMPLIED IN ANY
FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.

Disclosure requirements of the Takeover Code

 

 

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 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 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 Takeover Code, any person who is, or becomes,
interested in 1 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. If you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Information relating to Warehouse Shareholders

Please be aware that addresses, electronic addresses and certain information
provided by Warehouse Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Warehouse may be
provided to Bidco and Blackstone during the Offer Period as required under
Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of
the Takeover Code.

Publication on a website

A copy of this announcement, the Offer Document and the documents required to
be published by Rule 26 of the Takeover Code shall be made available, free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on Warehouse's website at
https://document-publication.co.uk/ by no later than 12 noon (London time) on
the Business Day following the date of 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.

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.

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, accountant
or independent financial adviser duly authorised under FSMA if you are
resident in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

 

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