REG - Blackstone Europe Warehouse REIT PLC - Statement re Cash Acquisition of Warehouse REIT

Warehouse ReitAnnouncement

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RNS Number : 0831P  Blackstone Europe LLP  30 June 2025

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 THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

 

30 June 2025

 

CASH ACQUISITION

 

of

 

Warehouse REIT plc ("Warehouse")

 

by

 

Wapping Bidco Ltd ("Bidco")

 

a newly-formed company indirectly owned by investment funds advised by
affiliates of Blackstone Inc. ("Blackstone")

 

Bidco Sets Aside No Increase Statement

On 4 June 2025, the boards of Bidco and Warehouse made an announcement
pursuant to Rule 2.7 of the Takeover Code (the "2.7 Announcement") that they
had reached agreement on the terms of a recommended final cash acquisition of
the entire issued and to be issued share capital of Warehouse by Bidco (the
"Bidco Offer").

The Bidco Offer was announced as final, save that Bidco reserved the right to
increase the Bidco Offer only where (i) there is an announcement of a possible
offer or a firm intention to make an offer for Warehouse by any third party;
or (ii) the Panel otherwise provides its consent (which will only be provided
in wholly exceptional circumstances).

On 25 June 2025, Tritax Big Box REIT Plc ("BBOX") and Warehouse announced that
they had reached agreement on the terms of a recommended cash and share offer
of 0.4236 new BBOX Shares and 47.2 pence in cash per Warehouse share (the
"BBOX Offer").

Bidco confirms that, pursuant to reservation (i) set out in the 2.7
Announcement (and above), the no increase statement regarding its Final Offer
Price is no longer in effect and has been set aside following the announcement
of a firm intention to make an offer for Warehouse by BBOX.

Bidco is considering its options and urges Warehouse Shareholders to take no
action in response to the BBOX Offer.

A further announcement will be made as appropriate.

This announcement should be read in conjunction with the 2.7 Announcement. The
2.7 Announcement is available, subject to certain restrictions relating to
persons resident in certain restrictions, at
https://document-publication.co.uk/. The contents of the website are not
incorporated into and do not form part of this announcement.

Capitalised terms used but not defined in this announcement have the same
meanings given to them in the 2.7 Announcement.

 

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
 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

Important notice related to financial advisers

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.

Numis Securities Limited (trading as Deutsche Numis) ("Deutsche Numis"), which
is authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Blackstone and Bidco and no one else in
connection with the Bidco Offer and/or any other matter referred to in this
announcement and will not regard any other person as its client in relation to
the Bidco Offer and will not be responsible to anyone other than Blackstone
and Bidco for providing the protections afforded to clients of Deutsche Numis,
nor for providing advice in relation to the Bidco Offer or any matter referred
to herein. 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.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(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% 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 pm (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 Takeover 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 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position disclosure or
a dealing disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be available (subject to certain restrictions relating to persons
resident in restricted jurisdictions) at https://document-publication.co.uk/
by no later than 12 noon (London time) on the business day following the date
of this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.

Overseas Shareholders

The release, publication or distribution of this announcement 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 Bidco Offer shall not be made
available, in whole or in part, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws or regulations
in that jurisdiction and no person may vote in favour of the Bidco 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 Bidco Offer 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 Bidco Offer (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. If
the Bidco Offer is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), such Takeover 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 Takeover Offer may not be
capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Bidco Offer to Warehouse Shareholders who are not
resident in the United Kingdom (and, in particular, their ability to vote
their Scheme Shares with respect to the Scheme at the Court Meeting, or to
appoint another person as proxy to vote at the Court Meeting on their behalf)
may be affected by the laws of the relevant jurisdictions in which they are
resident. 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 Bidco Offer disclaim any
responsibility or liability for the violation of such restrictions by any
person. The Bidco Offer 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. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document.

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of, any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise.

 

Any offer, if made, will be made solely by certain offer documentation which
will contain the full terms and conditions of any offer, including details of
how it may be accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Warehouse who are not resident in the United Kingdom may be
affected by the laws of relevant jurisdictions. Therefore any persons who are
subject to the laws of any jurisdiction other than the United Kingdom or
shareholders of Warehouse who are not resident in the United Kingdom will need
to inform themselves about, and observe any applicable requirements.

 

 

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