REG - Warehouse REIT PLC Blackstone Europe - Publication of Response Document

Warehouse ReitAnnouncement

23/07/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250723:nRSW1454Sa&default-theme=true

RNS Number : 1454S  Warehouse REIT PLC  23 July 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, 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

23 July 2025

Warehouse REIT plc ("Warehouse")

Publication of Response Document

The Board of Warehouse today announces the publication by Warehouse of a
response document (the "Response Document") in respect of the offer document
published by Wapping Bidco Limited ("Bidco") on 10 July 2025 relating to the
Increased Cash Offer by Bidco for the entire issued and to be issued share
capital of Warehouse. Bidco is a newly-formed company indirectly owned by
investment funds advised by affiliates of Blackstone Inc.

The Response Document is published in accordance with Rule 25.1(a) of the City
Code on Takeovers and Mergers and will be posted today to Warehouse
Shareholders and made available at
https://www.warehousereit.co.uk/investors/offer-from-blackstone
(https://www.warehousereit.co.uk/investors/offer-from-blackstone) .

The Warehouse Independent Directors unanimously recommends that Warehouse
Shareholders accept or procure the acceptance of the Offer in respect of their
Warehouse Shares. The Response Document sets out in detail the reasons behind
the recommendation of the Warehouse Independent Directors.

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Response Document.

Enquiries:

 

 Warehouse REIT plc                                                              via FTI Consulting

 Peel Hunt LLP (Joint Rule 3 Adviser, Joint Financial Adviser and Corporate      +44 (0) 20 7418 9000
 Broker to Warehouse)
 Capel Irwin
 Michael Nicholson
 Henry Nicholls

 Sam Cann

 Jefferies International Limited (Joint Rule 3 Adviser, Joint Financial Adviser  +44 (0) 20 7029 8000
 and Corporate Broker to Warehouse)
 Tom Yeadon
 Paul Bundred
 Andrew Morris
 James Umbers

 FTI Consulting (Financial PR & IR Adviser to Warehouse)                         +44 (0) 20 3727 1000
 Dido Laurimore
 Richard Gotla

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.

 

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 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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RSPRTMTTMTTTTLA