REG - Warehouse REIT PLC Blackstone Europe - Response to Increased Blackstone Offer

Warehouse ReitAnnouncement

11/07/2025 07:00

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RNS Number : 6447Q  Warehouse REIT PLC  11 July 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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

 

11 July 2025

 

Response to Increased Blackstone Offer and switch of recommendation

 

Background to the Increased Blackstone Offer

 

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 REIT", or the "Company")
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").

 

Under the terms of the Original Blackstone Offer, Warehouse REIT shareholders
were entitled to receive 109 pence in cash per share. The Original Blackstone
Offer was stated by Bidco to be 'final' and would not be increased, except
that Bidco reserved 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 by any third party; or (ii) the Panel otherwise provides
its consent (which will only be provided in wholly exceptional circumstances).
Other than the Warehouse REIT third interim dividend of 1.6 pence per share
which had already been paid on 11 April 2025 (the "Warehouse April Dividend"),
Bidco stated the Cash Consideration would automatically be reduced by an
amount equal to the amount of any other dividend and/or distribution and/or
return of capital.

 

On 25 June 2025, the boards of Tritax Big Box REIT plc ("BBOX") and Warehouse
REIT 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"). In the
announcement, the independent committee comprising the Warehouse Independent
Directors stated that they had withdrawn their recommendation that Warehouse
Shareholders vote in favour of the Blackstone Offer.

 

Under the terms of the BBOX Offer, Warehouse REIT shareholders will be
entitled to receive 0.4236 New BBOX Shares and 47.2 pence in cash per share.
In addition, Warehouse REIT shareholders will be entitled to receive and
retain the quarterly dividend up to a maximum of 1.6 pence per Warehouse Share
expected to be paid, on Warehouse's ordinary dividend timetable, on 25 July
2025 (the "Warehouse July Dividend") as well as retaining the quarterly
dividend up to a maximum of 1.6 pence per Warehouse Share expected to be paid,
on Warehouse's ordinary dividend timetable, on 6 October 2025 (the "Warehouse
October Dividend").

 

Based on BBOX's closing share price on 9 July 2025 of 143.2 pence per BBOX
share, the implied value of the BBOX Offer is 107.9 pence per Warehouse REIT
share. Inclusive of the Warehouse July Dividend and the Warehouse October
Dividend, the total transaction value of the BBOX Offer is currently 111.1
pence per Warehouse Share.

 

On 1 July 2025, Bidco announced that the no increase statement regarding its
final offer price was no longer in effect and had been set aside following the
announcement of a firm intention to make an offer for Warehouse REIT by BBOX.

 

The Increased Blackstone Offer

 

On 10 July 2025, Bidco announced the terms of an increased cash offer (the
"Increased Blackstone Offer").

 

Under the terms of the Increased Blackstone Offer, Warehouse REIT shareholders
will be entitled to receive 113.4 pence in cash per share. In addition,
Warehouse REIT shareholders will be entitled to receive and retain the
Warehouse July Dividend. Bidco stated that, if any dividend and/or other
distribution and/or other return of capital is declared, made or paid or
becomes payable in respect of Warehouse REIT shares (in each case with a
record date prior to the Offer becoming unconditional), other than the
Warehouse July Dividend, then Bidco reserves the right to elect to reduce the
Increased Cash Consideration by an amount equal to the amount of such dividend
and/or distribution and/or return of capital.

 

The total transaction value of the Increased Blackstone Offer is therefore
115.0 pence per Warehouse Share, a premium of 3.5% to the total transaction
value of the BBOX Offer, based on BBOX's closing share price on 9 July 2025 of
143.2 pence per BBOX share.

 

Switch of recommendation to the Increased Blackstone Offer

 

The Warehouse Independent Directors, who have been so advised by Peel Hunt and
Jefferies as to the financial terms of the Acquisition, unanimously consider
the terms of the Increased Blackstone Offer to be fair and reasonable. In
providing their advice to the Warehouse Independent Directors, Peel Hunt and
Jefferies have each taken into account the commercial assessments of the
Warehouse Directors. Peel Hunt is providing independent financial advice to
the Warehouse Independent Directors for the purpose of Rule 3 of the Takeover
Code.

 

Accordingly, the Warehouse Independent Directors have withdrawn their
recommendation that Warehouse Shareholders vote in favour of the BBOX Offer,
and instead recommend unanimously that Warehouse Shareholders accept the
Increased Blackstone Offer.

 

The Warehouse Independent Directors note that Bidco has determined, with the
consent of the Panel, to implement the Increased Blackstone Offer by way of a
takeover offer (as defined in section 974 of the Companies Act) rather than by
way of a scheme of arrangement. The Increased Blackstone Offer is conditional
on valid acceptances of more than 50 per cent. of the Increased Blackstone
Offer.

 

The Warehouse Independent Directors further note that Wapping Holdings
Limited, a wholly owned subsidiary of Bidco, has agreed to acquire a total of
44,581,867 Warehouse REIT shares, representing approximately 10.49 per cent.
of the issued share capital of Warehouse REIT as at 10 July 2025 at 113.4
pence per share.

 

Neil Kirton, the Chair of Warehouse REIT, said:

 

"The Warehouse Independent Directors note the announcement of the Increased
Blackstone Offer on terms substantially in line with the possible offer
announced by Blackstone on 25 March 2025. The Warehouse Independent Directors
have carefully evaluated both offers, while remaining firmly focused on their
fiduciary duties to Warehouse REIT shareholders. The Increased Blackstone
Offer provides Warehouse REIT shareholders with a certain all-cash offer, at a
premium to the BBOX Offer, which comprises a mixed consideration of new BBOX
shares and cash, and the Warehouse Independent Directors now switch their
recommendation in favour of the Increased Blackstone Offer accordingly."

 

 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

 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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