BOXE Tritax Eurobox Plc

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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

12 November 2024

Tritax EuroBox plc ("Tritax EuroBox")

UPDATE RE BROOKFIELD AND SEGRO

Background

On 10 October 2024, the boards of directors of Tritax EuroBox (the "Tritax EuroBox Board") and Titanium Ruth Bidco Limited ("Bidco") announced that they had reached agreement on the terms and conditions of a recommended cash acquisition by Bidco of the entire issued, and to be issued, ordinary share capital of Tritax EuroBox (the "Brookfield Offer"). The Brookfield Offer is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The circular in relation to the Scheme was published or made available to Tritax EuroBox Shareholders on 28 October 2024 (the "Scheme Document").

The Tritax EuroBox Board announced that the terms of the Brookfield Offer represented an attractive premium for Tritax EuroBox Shareholders over the all-share offer for Tritax EuroBox from SEGRO plc ("SEGRO") announced on 4 September 2024 (the "SEGRO Offer"). Accordingly, on 24 October 2024, the Tritax EuroBox Board confirmed that the Court Meeting and General Meeting to implement the SEGRO Offer (the "SEGRO Meetings") were adjourned until further notice, in light of the Brookfield Offer.

Update re Brookfield and SEGRO

The Tritax EuroBox Board notes the announcements made by each of Brookfield and SEGRO this morning.

SEGRO has confirmed: (i) that its offer is final and that it will not increase or improve the terms of its offer, in accordance with Rule 32.2 of the City Code; (ii) that it will not switch to a takeover offer (as defined in section 974 of the Companies Act 2006); and (iii) that it expects that it will invoke conditions (b)(i)(2) and (b)(ii)(2) of the SEGRO Scheme Document following 15 November 2024 and therefore that the SEGRO Offer will lapse following 15 November 2024. As a consequence, the Tritax EuroBox Board expects that a competitive situation (for the purposes of Rule 32.5 of the City Code) will cease to exist following 15 November 2024. The Tritax EuroBox Board expects that the Brookfield Offer will proceed on the timetable set out in the Scheme Document, with the Court Meeting and General Meeting to implement the Brookfield Offer (the "Brookfield Meetings") scheduled for 20 November 2024.

In addition, Brookfield and SEGRO have announced that they have signed a non-binding term sheet and binding exclusivity agreement pursuant to which SEGRO intends to acquire, by itself or through one of its strategic partnerships, a portfolio of six Tritax EuroBox assets from Brookfield following completion of the Brookfield Offer (the "On-Sale Transaction") for a total cash consideration of €470 million, equivalent to approximately 31 per cent. of the gross value of the Tritax EuroBox property portfolio of €1,512.6 million, including purchasers' costs such as RETT, subject to customary adjustments (including for minority interests).

Update re Tritax EuroBox Board recommendation

The Tritax EuroBox Board has considered the updates from Brookfield and SEGRO carefully, and specifically: (i) that the On-Sale Transaction is consistent with Brookfield's previously stated intention to sell assets generating proceeds of approximately 20-30 per cent. of the gross value of the Tritax EuroBox property portfolio; and (ii) SEGRO's confirmation that the agreed acquisition price is in line with SEGRO's underwriting assumptions in respect of its own offer.

Furthermore, the Tritax EuroBox Board notes that the purchase price contemplated by the On-Sale Transaction is in line with the Manager's estimate of the potential disposal value of those individual assets in the event of a managed wind-down, which was one of the strategic options that the Tritax EuroBox Board considered in detail alongside both the Brookfield Offer and the SEGRO Offer.

The Tritax EuroBox Board notes the premium implied by the Brookfield Offer of 28 per cent. to the Closing Price per Tritax EuroBox Share on 31 May 2024, being the Undisturbed Date, and the significant reduction in the share prices of listed peers focused on Continental European logistics property since then, which have fallen by an average of 16 per cent. Since 9 October 2024, being the Last Business Day before the announcement of the Brookfield Offer, the share prices of these peers have fallen by 9 per cent.

The Tritax EuroBox Directors, who have been so advised by Lazard, Barclays and Jefferies as to the financial terms of the Brookfield Offer, consider the terms of the Brookfield Offer to be fair and reasonable. In providing their advice to the Tritax EuroBox Directors, Lazard, Barclays and Jefferies have taken into consideration the commercial assessments of the Tritax EuroBox Directors. Lazard is providing independent financial advice to the Tritax EuroBox Directors for the purposes of Rule 3 of the City Code.

Accordingly, the Tritax EuroBox Board reiterates its unanimous recommendation that Tritax EuroBox Shareholders vote in favour of the resolutions to implement the Brookfield Offer at the Brookfield Meetings.

Tritax EuroBox Shareholders are reminded that the Brookfield Meetings will be held at 10:00 a.m. and 10:15 a.m. on 20 November 2024. The latest date for the receipt of the BLUE form of Proxy or CREST Proxy Instruction in respect of the Court Meeting will be 10:00 a.m. on 18 November 2024 and the latest date for the receipt of the WHITE form of Proxy or CREST Proxy Instruction in respect of the General Meeting will be 10:15 a.m. on 18 November 2024.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless otherwise stated.

Helpline

If you have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and return the Forms of Proxy, please contact Tritax EuroBox's registrar, Computershare, The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZY or call on +44(0) 370 703 0010, between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). All calls to the helpline may be recorded and monitored for security and training purposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or the Scheme or give any legal, tax or financial advice.

Enquiries:

Important notices

You should read this announcement and the Scheme Document and if you are in any doubt as to the Acquisition or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are not so resident, from another appropriately authorised independent financial adviser. If you have any questions about the Scheme Document, the Court Meeting or the General Meeting or are in any doubt as to how to complete the Forms of Proxy, please contact Computershare on the number set out above.

This announcement and the accompanying documents do not constitute or form part of an offer or an invitation to purchase or subscribe for any securities, or a solicitation of an offer to buy any securities, whether pursuant to this announcement or otherwise, in any jurisdiction in which such offer, invitation or solicitation is or would be unlawful.

This announcement does not comprise a prospectus or a prospectus equivalent document or an exempted document.

The contents of this announcement do not amount to, and should not be construed as, legal, tax, business or financial advice.

The statements contained in this announcement are made as at the date of this announcement, unless some other date is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

The Acquisition will be subject to English law, the jurisdiction of the Court and the applicable requirements of the City Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser for Tritax EuroBox and for no one else in connection with the Acquisition and the matters described in this announcement and will not be responsible to anyone other than Tritax EuroBox for providing the protections afforded to clients of Lazard or for providing advice in connection with the Acquisition or any matter described in this announcement. Neither Lazard 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 Lazard in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser for Tritax EuroBox and for no one else in connection with the Acquisition and the matters described in this announcement and will not be responsible to anyone other than Tritax EuroBox for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or the matters described in this announcement. In accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Tritax EuroBox and SEGRO securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser for Tritax EuroBox and for no one else in connection with the Acquisition and the matters described in this announcement and will not be responsible to anyone other than Tritax EuroBox for providing the protections afforded to its clients or for providing advice in connection with the Acquisition or the matters described 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, 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, the Acquisition or otherwise.

Overseas jurisdictions

The release, publication or distribution of this announcement and any formal documentation relating to the Acquisition in, into or from jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Tritax EuroBox Shares with respect to the Scheme at the Court Meeting or the Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another person to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

All Tritax EuroBox Shareholders or other persons (including nominees, trustees and custodians) who would otherwise intend to or may have a contractual or legal obligation to forward this announcement and the accompanying Forms of Proxy to a jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

Further details in relation to Overseas Shareholders are included in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, will be included in the Offer Document).

US investors

Tritax EuroBox Shareholders in the United States should note that the Acquisition relates to the shares of an English company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or the tender offer rules under the US Exchange Act. Accordingly, the Acquisition is subject to the procedural and disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement involving a target company incorporated in England and listed on the London Stock Exchange, which differ from the requirements of US proxy solicitation or tender offer rules.

However if, in the future, Bidco elects, with the consent of the Panel (where necessary), to implement the Acquisition by means of an Offer and determines to extend such Offer into the United States, such Offer will be made in compliance with all applicable laws and regulations, including, without limitation, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E. Such Offer would be made by Bidco (or its affiliate) and no one else.

Financial information included in this announcement (or, if the Acquisition is implemented by means of an Offer, the Offer Document) has been or will be prepared in accordance with UK IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. Generally accepted accounting principles in the United States differ in certain significant respects from UK IFRS.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) under the US Exchange Act (if applicable), Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in Tritax EuroBox other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) under the US Exchange Act (if applicable), Barclays and its affiliates will continue to act as exempt principal trader in Tritax EuroBox Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the FCA and will be available on the London Stock Exchange website: www.londonstockexchange.com.

It may be difficult for US holders of Tritax EuroBox Shares to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Tritax EuroBox are each organised in countries other than the United States, and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders of Tritax EuroBox Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of Tritax EuroBox Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

The receipt of consideration pursuant to the Acquisition by a Tritax EuroBox Shareholder may be a taxable transaction for US federal income tax purposes, and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each Tritax EuroBox Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Acquisition.

Forward-looking statements

This announcement (including information incorporated by reference into this announcement), oral statements regarding the Acquisition and other information published by Bidco and Tritax EuroBox contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and business of Tritax EuroBox and its group and certain plans and objectives of Bidco with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Tritax EuroBox about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Bidco and Tritax EuroBox, the expected timing and scope of the Acquisition and other statements other than historical facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Bidco and/or Tritax EuroBox in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that are expected to occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and readers are therefore cautioned not to place undue reliance on these forward-looking statements.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in global, political, economic, business and/or competitive conditions, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Each forward-looking statement speaks only as at the date of this announcement. Neither Bidco nor Tritax EuroBox, nor their respective groups, assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or by the rules of any competent regulatory authority.

No profit forecasts or estimates or Quantified Financial Benefits Statements

No statement in this announcement and the Scheme Document (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this document should be interpreted to mean that earnings or earnings per share or dividend per share for Tritax EuroBox for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Tritax EuroBox.

Dealing and Opening Position Disclosure Requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. 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 p.m. (London time) on the 10th Business Day (as defined in the City Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the City Code) 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 City Code, any person who is, or becomes, interested in one per cent. 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 p.m. (London time) on the Business Day (as defined in the City Code) 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 Panel's website at 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 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

A copy of this announcement and the documents required to be published pursuant to Rules 26.1, 26.2 and 26.3 of the City Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Tritax EuroBox's website at https://www.tritaxeurobox.co.uk/investors/shareholder-information/brookfield-offer/ by no later than 12 noon (London time) on the Business Day following the publication of the Scheme Document.

Save as expressly referred to in this announcement, neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Availability of hard copies

In accordance with Rule 30.3 of the City Code, Tritax EuroBox Shareholders and persons with information rights may request a copy of the Scheme Document (and any accompanying documents and any information incorporated into it by reference to another source) in hard copy form free of charge. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. For persons who have received a copy of the Scheme Document in electronic form or via a website notification, a hard copy of the Scheme Document will not be sent to you unless you have previously notified Tritax EuroBox's registrar, Computershare, that you wish to receive all documents in hard copy form or unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of the Scheme Document (or any information incorporated into it by reference to another source) please contact Tritax EuroBox's registrar, Computershare, at The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZY, or by calling 0370 703 0010 or from overseas +44(0)370 703 0010. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.

Scheme process

In accordance with Section 5 of Appendix 7 to the City Code, Tritax EuroBox or Bidco (as applicable) will announce through a Regulatory Information Service key events in the Scheme process including the outcomes of the Meetings and the Scheme Court Hearing and that the Scheme has become Effective.

Sources and bases

In this announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used:

·      Closing prices are derived from data provided by Bloomberg for the relevant time periods.

·      References to "peers focused on Continental European logistics property" cover the following companies: abrdn European Logistics Income plc, Argan SA, CTP NV, Montea NV, VGP NV and Warehouses De Pauw SA.

·      The implied value of the SEGRO Offer is based on the Exchange Ratio of 0.0765 new SEGRO shares for each Tritax EuroBox share and the Tritax EuroBox Fourth Interim Dividend, in each case as defined in the SEGRO Offer Announcement.

·      The gross value of the Tritax EuroBox property portfolio of €1,512.6 million is comprised of the (i) 30 September 2024 property valuation of €1,433.7 million based on the market values in the CBRE Tritax EuroBox Valuation Report, as included in Scheme Document, with the market value of Swedish properties converted from SEK to EUR using the relevant exchange rate of 0.0884 as at 30 September 2024 and including the value of rental guarantees and assets held for sale; and (ii) unaudited notional purchasers' costs such as RETT as at 30 September 2024 of €78.9 million.

·      Certain figures in this announcement have been subject to rounding adjustments.