REG - Warehouse REIT PLC - Extension of PUSU Deadline

Warehouse ReitAnnouncement

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RNS Number : 2967I  Warehouse REIT PLC  12 May 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

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE

 

THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

 

12 May 2025

 

Extension of PUSU Deadline

 

On 25 March 2025, the Board of Warehouse REIT PLC ("Warehouse REIT", or the
"Company") (the "Board") announced that it had received a final* indicative,
non-binding proposal from Blackstone Europe LLP, on behalf of certain of its
affiliated investment funds or vehicles ("Blackstone"), regarding a possible
all cash offer for the entire issued and to be issued share capital of
Warehouse REIT at 115 pence per share (the "Final Indicative Proposal"), to be
adjusted for the interim dividend of 1.6 pence in respect of the third quarter
of the financial year ending 31 March 2025, which was declared by the Company
on 19 February 2025 and paid on 11 April 2025 (the "Interim Dividend").

 

On 27 March 2025, the Company announced that, having carefully considered the
Final Indicative Proposal with its advisers and consulted with the Company's
major shareholders extensively following the announcement of a possible offer
on 3 March 2025, the Board had indicated to Blackstone that, should a firm
offer be made on the financial terms set out above, it would be minded to
recommend such an offer to Warehouse REIT shareholders, subject to the
agreement of the other terms of the offer.

 

On 7 May 2025, Blackstone wrote to the Board raising several matters arising
from its due diligence, the most significant of which relates to contrasting
views on the valuation of the Company's development asset at Radway Green. As
a result, Blackstone stated that it was not in a position to proceed with its
offer on the financial terms of the Final Indicative Proposal. The Board is
engaged with its financial advisers, its independent valuer and Blackstone in
order to assess the merits of each of Blackstone's points, as well as to
highlight potential value accretive items which may not be reflected in
Blackstone's ongoing assessment.

 

To allow further time for these discussions, the Board has requested, and the
Takeover Panel has consented to, an extension of the current deadline of 5.00
pm (London time) on 12 May 2025 by which time Blackstone was required to
either announce a firm intention to make an offer for Warehouse REIT in
accordance with Rule 2.7 of the Code or announce that it does not intend to
make an offer for Warehouse REIT, in which case the announcement would be
treated as a statement to which Rule 2.8 of the Code applies (the "PUSU
Deadline").

 

Consequently, in accordance with Rule 2.6(c) of the Code, Blackstone is now
required by no later than 5.00 pm (London time) on 30 May 2025, to either
announce a firm intention to make an offer for Warehouse REIT in accordance
with Rule 2.7 of the Code or announce that it does not intend to make an offer
for Warehouse REIT, in which case the announcement would be treated as a
statement to which Rule 2.8 of the Code applies. The revised deadline may only
be extended further at the request of the Board and with the consent of the
Takeover Panel.

 

*The financial terms of the Final Indicative Proposal are final and will not
be increased, save that Blackstone reserves the right to revise and increase
the financial terms of the Final Indicative Proposal 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).

 

Blackstone reserves the right to make an offer for Warehouse REIT on less
favourable terms than those set out in this announcement: (i) with the
agreement or recommendation of the Board; (ii) if a third party announces a
possible offer or a firm intention to make an offer for Warehouse REIT which,
at that date, is of a value less than the value implied by the Final
Indicative Proposal; or (iii) following the announcement by Warehouse REIT of
a Rule 9 waiver transaction pursuant to the Code. Blackstone reserves the
right to introduce other forms of consideration and/or vary the mix or
composition of consideration of any offer. Blackstone will reduce the terms of
the Final Indicative Proposal to take account of the value of any dividend or
other distribution which is announced, declared, made or paid by Warehouse
REIT after the date of this announcement (in addition to the Interim Dividend
to be retained by Warehouse REIT shareholders).

 

There can be no certainty that any firm offer will be made by Blackstone or
any other party.

 

 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

 Rishi Bhuchar

 Andrew Morris

 James Umbers

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

 Dido Laurimore

 Richard Gotla

 Oliver Parsons

 

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
REIT and no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than Warehouse REIT
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 REIT 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 REIT 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.

 

Market Abuse Regulations

The information contained within this announcement would have, prior to its
release, constituted inside information as stipulated under Article 7 of the
Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR").
Upon the publication of this announcement via a regulatory information
service, this inside information will be considered to be in the public
domain.

 

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 REIT 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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