Proposed adjournment of Court & General Meetings
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
18 October 2024
TRITAX EUROBOX PLC ("Tritax EuroBox")
Proposed adjournment of Court Meeting and General Meeting for the SEGRO Offer
On 10 October 2024, the boards of Tritax EuroBox and Titanium Ruth Bidco Limited (a newly formed company indirectly owned by one of Brookfield's real estate private funds) announced that they had reached agreement on the terms of a recommended cash offer whereby the entire issued and to be issued share capital of Tritax EuroBox will be acquired by Bidco (the "Brookfield Offer"), intended to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006. The directors of Tritax EuroBox announced that they consider that the terms of the Brookfield Offer represent an attractive premium over the earlier all-share offer by SEGRO for the entire issued and to be issued share capital of Tritax EuroBox, announced on 4 September 2024 (the "SEGRO Offer"). The shareholder circular in relation to the SEGRO Offer was published on 26 September 2024 (the "SEGRO Scheme Document").
The Tritax EuroBox Directors unanimously intend to recommend that Tritax EuroBox Shareholders vote in favour of the resolutions to implement the Brookfield Offer. In light of the Tritax EuroBox Directors' intended recommendation of the Brookfield Offer, the Tritax EuroBox Directors have withdrawn their recommendation of the SEGRO Offer.
In light of the Brookfield Offer and their intended recommendation of it, the Tritax EuroBox Directors consider it to be in Tritax EuroBox Shareholders' interests to adjourn the Court Meeting and General Meeting required to implement the SEGRO Offer (the "SEGRO Meetings"), which are due to be held on 24 October 2024. It is therefore proposed that the Court Meeting and General Meeting in connection with the SEGRO Offer will be adjourned until further notice, pending any potential developments in relation to the SEGRO Offer. A further announcement will be made in due course once the meetings have been formally adjourned. It is therefore recommended that Tritax EuroBox Shareholders do not attend the SEGRO Meetings scheduled for 24 October 2024.
Capitalised terms used but not defined in this announcement have the meanings given to them in the SEGRO Scheme Document.
Enquiries:
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Tritax EuroBox |
+44 (0) 20 7290 1616 |
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Robert Orr (Chair) Phil Redding (CEO) Mehdi Bourassi (CFO) Charles Chalkly (Director of Investor Relations) |
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Lazard (Lead Financial Adviser to Tritax EuroBox) |
+44 (0) 20 7187 2000 |
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Patrick Long Jolyon Coates Sebastian O'Shea-Farren |
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Barclays (Joint Financial Adviser and Joint Corporate Broker to Tritax EuroBox) |
+44 (0) 20 7623 2323 |
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Bronson Albery Tom Macdonald Callum West |
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Jefferies (Joint Financial Adviser and Joint Corporate Broker to Tritax EuroBox) |
+44 (0) 20 7029 8000 |
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Rishi Bhuchar Ed Matthews Gaudi Le Roux |
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Kekst CNC (PR Adviser to Tritax EuroBox) |
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Richard Campbell Guy Bates Tom Climie |
+44 (0) 7775 784 933 +44 (0) 7581 056 415 +44 (0) 7760 160 248 |
Important notices
This announcement does 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.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Tritax EuroBox and for no one else in connection with the Transaction 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 Transaction 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, 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 Transaction 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 for Tritax EuroBox and for no one else in connection with the Transaction 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 Transaction 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 for Tritax EuroBox and for no one else in connection with the Transaction 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 Transaction 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 Transaction or otherwise.
Overseas jurisdictions
The release, publication or distribution of this announcement and any formal documentation relating to the Transaction 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 Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by SEGRO or required by the City Code, and permitted by applicable law and regulation, the New SEGRO Shares to be issued pursuant to the Transaction to Scheme Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Transaction by any such use, means, instrumentality or form from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Transaction. If the Transaction is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities from within any Restricted Jurisdiction.
The availability of New SEGRO Shares pursuant to the Transaction to Tritax EuroBox Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such New SEGRO Shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Tritax EuroBox Shareholders who are in doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.
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.
US investors
Tritax EuroBox Shareholders in the United States should note that the Transaction 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 Transaction 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, SEGRO elects, with the consent of the Panel (where necessary), to implement the Transaction 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 thereunder, and subject, in the case of participation by Tritax EuroBox Shareholders resident in the United States, to the availability of an exemption (if any) from the registration requirements of the US Securities Act and of the securities laws of any state or other jurisdiction of the United States. Such Offer would be made by SEGRO (or its affiliate) and no one else.
Financial information included in this announcement (or, if the Transaction 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), SEGRO, 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 Transaction, until the date on which the Transaction 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.
The New SEGRO Shares have not been and, unless SEGRO otherwise elects in the event of an Offer, will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New SEGRO Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or an exemption therefrom and unless in compliance with the securities laws of any state or other jurisdiction of the United States. The New SEGRO Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof.
For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereof, Tritax EuroBox will advise the Court that the Court's sanctioning of the Scheme will be relied on by SEGRO as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to Tritax EuroBox Shareholders, at which hearing all such shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such shareholders.
None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the fairness or merits of such securities or the Transaction or upon the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.
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 SEGRO 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 New SEGRO Shares pursuant to the Transaction by a US 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 Transaction
Forward-looking statements
This announcement (including information incorporated by reference into this announcement), oral statements regarding the Transaction and other information published by SEGRO and Tritax EuroBox contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of SEGRO and Tritax EuroBox and their respective groups and certain plans and objectives with respect to the Combined Group. 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 SEGRO 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 Transaction on SEGRO and Tritax EuroBox, the expected timing and scope of the Transaction 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 SEGRO 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 SEGRO 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.
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/SEGRO-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 this announcement 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 Transaction 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 this announcement 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 will announce through a Regulatory Information Service key events in the Scheme process including the outcomes of the Meetings and the Scheme Court Hearing.
Unless otherwise consented to by the Court (if required) and the Panel, any modification or revision to the Scheme will be made no later than the date which is 14 days prior to the Meetings (or any later date to which such Meetings are adjourned or postponed).
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