REG - Takeover Panel Warehouse REIT PLC Tritax Big Box REIT - Warehouse REIT plc - Day 46

Warehouse ReitAnnouncement

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RNS Number : 5999T  Takeover Panel  01 August 2025

2025/11

WAREHOUSE REIT PLC ("WAREHOUSE")

WAPPING BIDCO LTD

(A NEWLY FORMED COMPANY INDIRECTLY WHOLLY OWNED BY INVESTMENT FUNDS ADVISED BY
AFFILIATES OF BLACKSTONE INC.) ("WAPPING BIDCO")

TRITAX BIG BOX REIT PLC ("BBOX")

On 4 June 2025, the boards of Warehouse and Wapping Bidco announced that they
had reached agreement on the terms of a recommended cash offer for the entire
issued and to be issued share capital of Warehouse (the "Original Wapping
Bidco Offer"), to be implemented by means of a scheme of arrangement.

On 25 June 2025, the boards of Warehouse and BBOX announced that they had
reached agreement on the terms of a recommended shares and cash offer for the
entire issued and to be issued share capital of Warehouse (the "BBOX Offer"),
to be implemented by means of a scheme of arrangement. The Warehouse board
also announced that it had withdrawn its recommendation of the Original
Wapping Bidco Offer.

On 10 July 2025, Wapping Bidco announced an increased cash offer for the
entire issued and to be issued share capital of Warehouse (the "Increased
Wapping Bidco Offer"), to be implemented by means of a contractual offer
(Wapping Bidco having switched from a scheme of arrangement to a contractual
offer in accordance with Section 8(a) of Appendix 7 of the Takeover Code).

On 10 July 2025, Wapping Bidco also published an offer document in relation to
the Increased Wapping Bidco Offer.

On 11 July 2025, the board of Warehouse switched its recommendation from the
BBOX Offer to the Increased Wapping Bidco Offer. Consequently, Warehouse has
not published a scheme circular in relation to the BBOX Offer.

Rule 32.5 states that, if a competitive situation continues to exist in the
later stages of the offer period, the Panel will normally require revised
offers to be announced in accordance with an auction, the terms of which will
be determined and announced by the Panel.

Note 2(a) on Rule 32.5 states that, where one or more competing offers is
being implemented by way of a scheme of arrangement, the parties must consult
the Panel as to the applicable timetable, including: (i) the latest date on
which either competing offeror may announce a revised offer and, if necessary,
the date on which the Panel will introduce an auction; and (ii) the offer
timetable thereafter, including, if relevant, Day 60.

For the purposes of Note 2(a)(i) on Rule 32.5, the Panel Executive has
determined that, unless the Executive consents otherwise, the latest date on
which Wapping Bidco or BBOX may announce a revised offer is 25 August 2025
(being the 46th day following the publication of the offer document in
relation to the Increased Wapping Bidco Offer).

Further announcements in relation to the terms and timing of any auction and
the subsequent offer timetable (including Day 60) will be made in due course
as required.

Each of Warehouse, Wapping Bidco and BBOX has accepted this ruling.

 

1 August 2025

 

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