REG - Blackstone Europe Warehouse REIT PLC - Statement re Recommended Final Cash Acquisition

Warehouse ReitAnnouncement

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RNS Number : 0696N  Blackstone Europe LLP  16 June 2025

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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

 

FOR IMMEDIATE RELEASE

 

16 June 2025

 

RECOMMENDED FINAL* CASH ACQUISITION

for

Warehouse REIT plc

by

Wapping Bidco Ltd ("Bidco")

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

to be effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006

 

Addendum to the Confidentiality Agreement

On 4 June 2025, the Boards of Bidco and Warehouse REIT plc ("Warehouse REIT"),
announced they had reached agreement on the terms and conditions of a
recommended cash acquisition pursuant to which Bidco will acquire the entire
issued and to be issued share capital of Warehouse REIT.

On 16 June 2025, Bidco and Warehouse REIT entered into an addendum to the
Confidentiality Agreement originally entered into on 30 March 2025, resulting
in a minor change in this agreement (the "Addendum").

In accordance with Rule 26.1 of the Takeover Code, the Addendum shall be made
available for display on the Warehouse REIT website no later than 12 noon on
the business day following entering into the Addendum.

*The financial terms of the Acquisition are final and will not be increased,
except that Bidco reserves the right to increase the Final Offer Price where:
(i) there is an announcement of a possible offer or a firm intention to make
an offer for Warehouse REIT by any third party; or (ii) the Panel otherwise
provides its consent (which will only be provided in wholly exceptional
circumstances).

Enquiries

 Blackstone / Bidco                                             +44 75 5367 3528

 Dafina Grapci-Penney

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

 Alex Midgen

 Sam Green

 Jake Shackleford

Important notice related to financial adviser

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.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the 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/
(https://eur02.safelinks.protection.outlook.com/?url=https%3A%2F%2Fdocument-publication.co.uk%2F&data=05%7C02%7Cjake.shackleford%40rothschildandco.com%7Cddeb593d0f5e4754898208dd5a5ad42a%7Ca3a61790e8ca448ab1bee046da74a581%7C0%7C0%7C638766068353671693%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=h3GvSuKlKcXr1s7YkZjQ9aC72vO1qKytrOTvuS59zcU%3D&reserved=0)
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.

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 REIT 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 REIT who are not resident in the United Kingdom will
need to inform themselves about, and observe any applicable requirements.

 

 

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