REG - Warehouse REIT PLC - Delisting and cancellation of trading of shares

Warehouse ReitAnnouncement

11/09/2025 07:00

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RNS Number : 8655Y  Warehouse REIT PLC  11 September 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 THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

 

11 September 2025

 

RECOMMENDED MANDATORY CASH OFFER

for

Warehouse REIT plc

by

Wapping Bidco Ltd

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

Blackstone Inc.

 

DELISTING AND CANCELLATION OF TRADING OF WAREHOUSE SHARES

 

1. Background

 

On 4 June 2025, the boards of Wapping Bidco Ltd ("Bidco"), a newly-formed
company indirectly owned by investment funds advised by affiliates of
Blackstone Inc., and Warehouse REIT plc ("Warehouse") announced that they had
reached agreement on the terms of a recommended cash acquisition of the entire
issued and to be issued ordinary share capital of Warehouse by Bidco (the
"Original Blackstone Offer").

 

On 25 June 2025, the boards of Tritax Big Box REIT plc ("BBOX") and Warehouse
announced that they had reached agreement on the terms of a recommended cash
and share offer pursuant to which BBOX will acquire the entire issued and to
be issued ordinary share capital of Warehouse (the "BBOX Offer") to be
effected by means of a scheme of arrangement under Part 26 of the Companies
Act 2006.

 

On 10 July 2025, Bidco announced the terms of an increased cash offer (the
"Increased Blackstone Offer") to be effected by a takeover offer (as defined
in section 974 of the Companies Act), rather than by means of a scheme of
arrangement, and conditional on valid acceptances of more than 50 per cent. of
the Increased Blackstone Offer. Under the terms of the Increased Blackstone
Offer, Warehouse shareholders are entitled to receive 113.4 pence in cash per
share. Inclusive of the Warehouse July Dividend, the total transaction value
of the Increased Blackstone Offer is 115.0 pence per Warehouse share.

 

On 11 July 2025, the Warehouse Independent Directors announced that they had
withdrawn their recommendation that Warehouse shareholders vote in favour of
the BBOX Offer, and instead recommended unanimously that Warehouse
shareholders accept the Increased Blackstone Offer.

 

On 22 August 2025, Bidco announced that, following the acquisition of
Warehouse Shares by Wapping Holdings Limited, Bidco (or its wholly owned
subsidiaries) owned Warehouse shares in sufficient number that, under Rule 9
of the Takeover Code, the offer now constitutes a recommended mandatory cash
offer (the "Recommended Blackstone Mandatory Offer").

 

Warehouse Shareholders are reminded that Bidco declared the Offer
unconditional on 8 September 2025.

 

 

 

2. Delisting and cancellation of trading

 

The Warehouse Board notes Bidco's announcement that, as described in paragraph
12 of Part II of the Offer Document, and pursuant to LR 21.2.11R, as Bidco
(together with its wholly owned subsidiaries) has obtained 75 per cent. or
more of the voting rights of Warehouse, Bidco will require Warehouse to apply
to the FCA and the London Stock Exchange (the "LSE"), respectively, to cancel
the listing of Warehouse Shares on the FCA's Official List and to cancel the
trading in Warehouse Shares on the LSE's Main Market.

 

Under Listing Rule 21.2.13R, Warehouse announces that the notice period for
the cancellation of listing and trading of the Warehouse Shares has now
commenced, and cancellation of listing and trading of the Warehouse Shares is
expected to take effect at 8.00 a.m. on 9 October 2025.

 

The cancellation of the listing of Warehouse Shares on the Official List and
the cancellation of trading in Warehouse Shares on the Main Market will
significantly reduce the liquidity and marketability of any Warehouse Shares
in respect of which the Offer has not been accepted at that time. Any
remaining Warehouse Shareholders will become minority shareholders in a
majority-controlled company and may be unable to sell their Warehouse Shares.
There can be no certainty that Warehouse will pay any further dividends or
other distributions or that such minority Warehouse Shareholders will 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.

 

3. Offer remains open

 

The Offer will remain open for acceptance until further notice. At least 14
days' notice will be given before the Offer is closed. Subject to giving at
least 14 calendar days' notice, Bidco can close the Offer at any point,
following which Warehouse Shareholders who have not accepted the Offer will be
unable to accept the Offer.

 

 Enquiries

 Warehouse REIT plc                                         via FTI Consulting

 Peel Hunt LLP (Joint Financial Adviser)                    +44 (0) 207 418 8900

 Capel Irwin

 Michael Nicholson

 Henry Nicholls

 Sam Cann

 Jefferies International Limited (Joint Financial Adviser)  +44 (0) 207 029 8000

 Tom Yeadon

 Paul Bundred

 James Umbers

 FTI Consulting (Financial PR & IR Adviser)                 +44 (0) 203 727 1000

 Dido Laurimore

 Richard Gotla

 Oliver Parsons

 G10 Capital Limited (part of the IQEQ) (AIFM )             +44 (0) 20 7397 5450

 Maria Baldwin

 

Notices related to advisers

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the
Financial Conduct Authority in the UK, is acting exclusively for Warehouse and
no one else in connection with the matters described in this announcement and
will not be responsible to anyone other than Warehouse for providing the
protections afforded to clients of Peel Hunt nor for providing advice in
connection with the matters referred to herein. Neither Peel Hunt nor any of
its subsidiaries, branches or affiliates 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 Peel
Hunt in connection with this announcement, any statement contained herein or
otherwise.

 

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Warehouse and no one else in connection with the matters set
out in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than Warehouse for providing the protections afforded to clients
of Jefferies nor for providing advice in relation to any matter referred to in
this announcement. Neither Jefferies 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, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Jefferies in connection with this announcement, any statement
contained herein or otherwise.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the 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 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(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 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.

 

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the website of Warehouse at https://warehousereit.co.uk/investors
(https://warehousereit.co.uk/investors) promptly and by no later than 12 noon
(London time) on the business day following this announcement. The content of
the website referred to in this announcement is not incorporated into and does
not form part of this announcement.

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