Recommended Cash Offer for Tritax EuroBox plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR JURISDICTIONS WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONS
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
10 October 2024
RECOMMENDED CASH ACQUISITION
of
Tritax EuroBox plc
by
Titanium Ruth Bidco Limited
(a newly formed company indirectly owned by one of Brookfield's real estate private funds)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
· The boards of directors of Titanium Ruth Bidco Limited ("Bidco"), a newly formed company indirectly owned by one of Brookfield's real estate private funds, and Tritax EuroBox plc ("Tritax EuroBox") are pleased to announce that they have 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. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act.
· Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in this announcement and the full terms and conditions to be set out in the Scheme Document, each Tritax EuroBox Shareholder will be entitled to receive:
for each Tritax EuroBox Share: 69.0 pence in cash
· The Acquisition price per Tritax EuroBox Share is equivalent to 82.4 cents at the current exchange rate and represents:
· a premium of approximately 6 per cent. to the implied value of the SEGRO Offer of 65.1 pence as at 9 October 2024, being the last Business Day prior to this announcement, equivalent to an additional 3.9 pence per Tritax EuroBox Share;
· a premium of approximately 28 per cent. to the Closing Price of 53.8 pence per Tritax EuroBox Share on 31 May 2024 (being the last Business Day prior to the commencement of the Offer Period, the "Undisturbed Date");
· a discount of approximately 12 per cent. to Tritax EuroBox's last reported IFRS NAV and EPRA NDV per share of 93.9 cents as at 31 March 2024, or approximately 7 per cent. to Tritax EuroBox's last reported GAV of €1,409 million as at 31 March 2024; and
· an implied Topped-up Net Initial Yield of 5.1 per cent.
· The Acquisition values Tritax EuroBox's entire issued, and to be issued, ordinary share capital at approximately £557 million on a fully diluted basis which, based on Tritax EuroBox's net debt as at 31 March 2024, implies an enterprise value of approximately £1,102 million.
· The terms of the Acquisition represent an attractive premium for Tritax EuroBox Shareholders over the terms of the SEGRO Offer and accordingly the Tritax EuroBox Shareholders are encouraged to take no action in respect of the SEGRO Offer.
· If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value (including, without limitation, the Tritax EuroBox Fourth Interim Dividend) is announced, declared, made or paid or becomes payable in respect of the Tritax EuroBox Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Tritax EuroBox Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value (including, without limitation, the Tritax EuroBox Fourth Interim Dividend), in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, Tritax EuroBox Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.
Background to and reasons for the Acquisition
· Brookfield is an experienced and knowledgeable investor in European real estate markets, with a clear track record of investment in logistics-focused real estate assets.
· It has for some time tracked and admired the logistics portfolio that the management team of Tritax EuroBox has built over recent years under the guidance of the board of Tritax EuroBox. Brookfield believes that the high-quality portfolio of assets that Tritax EuroBox has assembled fits well with its diverse global logistics portfolio which currently covers over 85 million square feet of space.
· Brookfield also notes that, since its IPO, Tritax EuroBox has traded at a persistent discount to the value of its IFRS NAV and EPRA NDV, which has limited its ability to grow, in particular from further equity capital raises. Brookfield intends to actively manage the Tritax EuroBox portfolio within its broader European logistics platform. Brookfield believes that bringing Tritax EuroBox under private ownership will both better position it for further investment into existing assets, coupled with the benefits that accrue from being part of a scaled, better capitalised and actively growing real estate platform.
· As a result, Brookfield believes that the Acquisition price per Tritax EuroBox Share will provide a compelling opportunity for Tritax EuroBox Shareholders to realise certain value in cash for their shares at a premium to both the trading price on the Undisturbed Date as well as the uncertain value implied by the SEGRO Offer.
Background to and reasons for the recommendation
· On 4 September 2024, in connection with the SEGRO Offer, the Tritax EuroBox Board set out the challenges faced by Tritax EuroBox as an independent company and outlined the comprehensive review of strategic options undertaken by the Tritax EuroBox Board in April 2024. The Tritax EuroBox Board also described how, following the announcement of a possible cash offer from Brookfield on 3 June 2024, it had engaged extensively with SEGRO, Brookfield and other parties from whom the Tritax EuroBox Board received and/or solicited interest since.
· The Tritax EuroBox Board comprehensively assessed the proposals that it received, including relative to Tritax EuroBox's options as a standalone company, and concluded that the SEGRO Offer represented a compelling opportunity for Tritax EuroBox Shareholders to achieve a significant and immediate uplift in the value of their investment with the prospect of stronger total shareholder returns and optionality.
· The Tritax EuroBox Board's assessment was on the basis of two key criteria, namely: (1) value, including by reference to the form of consideration and attendant upside and downside potential; and (2) deliverability, including by reference to outstanding due diligence, financing conditionality, other contractual arrangements and overall timing.
· As at market close on 3 September 2024, being the last Business Day prior to the announcement of the SEGRO Offer, the implied value of the SEGRO Offer stood at 68.4 pence. Since announcement, the implied value at market close has ranged between a high of 70.7 pence on 13 September 2024 and low of 64.6 pence on 8 October 2024, or 67.8 pence based on the volume-weighted average price per SEGRO Share in that period. As at 9 October 2024, being the last Business Day prior to the date of this announcement, the implied value of the SEGRO Offer stood at 65.1 pence.
· On 3 October 2024, Brookfield confirmed to the Tritax EuroBox Board that it had completed its due diligence and was ready to announce a firm offer for Tritax EuroBox at a price of 69.0 pence per Tritax EuroBox Share, which represents a 28 per cent. premium to the undisturbed share price. This proposal followed extensive negotiation since 3 June 2024, including previous indicative proposals made by Brookfield.
· The Tritax EuroBox Board has engaged with both Brookfield and SEGRO since receipt of Brookfield's latest proposal and has considered the terms proposed by each bidder carefully, noting the scope for the implied value of the SEGRO Offer to increase or decrease between now and completion, as compared to a fixed cash amount from Brookfield.
· In relation to the implied value of the SEGRO Offer, the Tritax EuroBox Board notes that the Acquisition price represents:
· a premium of 6 per cent. based on the Closing Price per SEGRO Share of 836.8 pence as at 9 October 2024 (being the last Business Day prior to the date of this announcement);
· a premium of 1 per cent. based on the Closing Price per SEGRO Share of 880.0 pence as at 3 September 2024, being the last Business Day prior to the announcement of the SEGRO Offer;
· a premium of 2 per cent. based on the volume-weighted average price per SEGRO Share since announcement of 873.0 pence; and
· a premium of 7 per cent. based on the lowest Closing Price per SEGRO Share since announcement of 831.0 pence (as at 8 October 2024).
· In addition, the Tritax EuroBox Board notes that while the deliverability of the two offers is now similar, a cash offer from Brookfield would provide increased certainty for Tritax EuroBox Shareholders as compared to continued market risk between now and completion for the SEGRO Offer.
· Accordingly, the Tritax EuroBox Directors have withdrawn their recommendation that Tritax EuroBox Shareholders vote in favour of the SEGRO Offer, and instead recommend unanimously that Tritax EuroBox Shareholders vote in favour of the Acquisition.
Recommendation
· The Tritax EuroBox Directors, who have been so advised by Lazard, Barclays and Jefferies as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Lazard, Barclays and Jefferies have taken into account 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 Takeover Code.
· Accordingly, the Tritax EuroBox Directors unanimously intend to recommend that Tritax EuroBox Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting.
· Given their intended recommendation of the Acquisition, the Tritax EuroBox Directors have decided unanimously to withdraw their recommendation of the SEGRO Offer and propose to adjourn the SEGRO Offer Shareholder Meetings convened for 24 October 2024 to consider the SEGRO Offer. A separate announcement will be made by Tritax EuroBox in this regard. Tritax EuroBox Shareholders are therefore urged to take no action in relation to the SEGRO Offer.
Information relating to Bidco and Brookfield
· Bidco is a private limited company incorporated in England and Wales on 1 October 2024. Bidco is a newly formed company indirectly owned by one of Brookfield's real estate private funds. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.
· Brookfield Asset Management ("Brookfield") is a leading global alternative asset manager with approximately US$1 trillion of assets under management across real estate, infrastructure, renewable power and transition, private equity and credit. Brookfield owns and operates long-life assets and businesses, many of which form the backbone of the global economy.
· Brookfield is one of the world's largest owners and operators of real estate with over US$268 billion of real estate assets globally. In Europe, Brookfield's real estate business comprises more than US$50 billion of assets across logistics, student housing, life sciences, residential, office, retail and hospitality.
Information relating to Tritax EuroBox
· Tritax EuroBox is a UK investment trust listed on the London Stock Exchange since 2018 and a constituent of the FTSE 250 index with a market capitalisation of £434 million as at the Undisturbed Date, equivalent to approximately €518 million at the current exchange rate.
· Tritax EuroBox is a specialist investor in high-quality, Continental European logistics real estate with a portfolio of 1.5 million square metres of space (16.2 million square feet) valued at approximately €1.5 billion as at 31 March 2024. Its well-located properties have robust income characteristics and are diversified across major distribution corridors in key European markets.
· Tritax EuroBox's approach - which is primarily based on the ownership and management of a stabilised portfolio of core assets combined with carefully managed exposure to asset management and development risk - is to deliver income growth through the economic cycle. In doing so, Tritax EuroBox supplies some of the world's most ambitious companies with ESG-led, modern logistics space that helps to meet their strategic objectives and support their growth across core European markets.
· Tritax EuroBox is currently managed by the Manager, a full-service investor in supply chain real assets. As set out in further detail below, it is intended that the Investment Management Agreement will be amended in accordance with the IMA Framework Agreement in connection with the Acquisition.
Timetable and conditions
· It is intended that the Acquisition will be implemented by way of a Court‑sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel).
· The terms of the Scheme will be put to Tritax EuroBox Shareholders at the Court Meeting and the Resolution(s) will be put to the Tritax EuroBox Shareholders at the General Meeting. The Court Meeting and the General Meeting are required to enable Tritax EuroBox Shareholders to consider and, if thought fit, vote in favour of the Scheme and the Resolution(s) to implement the Scheme.
· In order to become Effective:
· the Scheme must be approved by a majority in number of Tritax EuroBox Shareholders, present and voting and entitled to vote at the Court Meeting, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted;
· a special resolution in connection with implementing the Scheme must be passed by Tritax EuroBox Shareholders representing at least 75 per cent. of the votes cast at the General Meeting; and
· following the Meetings, the Scheme must be sanctioned by the Court.
· The Acquisition is subject to the satisfaction or, where applicable, waiver of the Conditions. The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement along with certain other terms; the full terms and conditions will be provided in the Scheme Document.
· It is expected that the Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the associated forms of proxy, will be published as soon as practicable and in any event within 28 days of this announcement (or such later time as Tritax EuroBox, Bidco and the Panel agree) and the Meetings are expected to be held as soon as reasonably practicable thereafter. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available following publication on Tritax EuroBox's website at https://www.tritaxeurobox.co.uk/investors/shareholder-information/brookfield-offer/ and on Bidco's website at www.public-documents.co.uk.
· The Acquisition is currently expected to complete during the fourth quarter of 2024, subject to the satisfaction or (where applicable) waiver of the Conditions. An expected timetable of key events relating to the Acquisition will be set out in the Scheme Document.
· Commenting on this announcement, Robert Orr, the Chair of Tritax EuroBox, said:
"The board of Tritax EuroBox remains intensely focused on delivering value for Tritax EuroBox shareholders. The cash offer from Brookfield represents a premium to the current value of the SEGRO offer and ensures that Tritax EuroBox shareholders will benefit from a significant uplift over the undisturbed value of their investment with flexibility to reinvest as they see fit."
· Commenting on this announcement, Brad Hyler, Head of Real Estate in Europe at Brookfield, said:
"Tritax EuroBox has a high-quality portfolio of logistics assets in strategic locations across Europe. These assets are complementary to our existing portfolio and, using our global real estate expertise, we will actively manage these assets, provide access to capital, help build new relationships with our network of tenants and support the overall growth of the platform."
This summary should be read in conjunction with, and is subject to, the full text of this announcement (including its Appendices). The Conditions to, and certain further terms of, the Acquisition are set out in Appendix 1 and will be set out in full in the Scheme Document. The sources and bases for certain financial information contained in this summary and this announcement are set out in Appendix 2. Certain definitions and terms used in this announcement are set out in Appendix 3.
Enquiries
|
Brookfield |
|
|
Citi (Financial Adviser to Bidco and Brookfield) |
+44 (0) 20 7986 4000 |
|
Tritax EuroBox |
+44 (0) 20 7290 1616 |
|
Lazard (Lead Financial Adviser to Tritax EuroBox) |
+44 (0) 20 7187 2000 |
|
Barclays (Joint Financial Adviser and Joint Corporate Broker to Tritax EuroBox) |
+44 (0) 20 7623 2323 |
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Jefferies (Joint Financial Adviser and Joint Corporate Broker to Tritax EuroBox) |
+44 (0) 20 7029 8000 |
|
Kekst CNC (PR Adviser to Tritax EuroBox) |
|
Kirkland & Ellis International LLP is acting as legal adviser to Bidco and Brookfield.
Ashurst LLP is acting as legal adviser to Tritax EuroBox.
Further information
This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of what action is required from Tritax EuroBox Shareholders in relation to the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).
This announcement does not constitute a prospectus or prospectus equivalent document.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law 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 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 to execute and deliver forms of proxy appointing another to vote at the Court 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 Takeover 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.
Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition 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, telex 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.
Citi, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser to Bidco and Brookfield and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Bidco and Brookfield for providing the protections afforded to clients of Citi nor for providing advice in relation to the matters set out in this announcement. Neither Citi nor any of its affiliates, directors or employees 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 Citi in connection with this announcement, the Acquisition, any statement contained herein or otherwise.
Lazard, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Tritax EuroBox and no one else in connection with the Acquisition and will not be responsible to anyone other than Tritax EuroBox for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates (nor any of 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 the Acquisition, this announcement, any statement contained herein or otherwise.
Barclays, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Tritax EuroBox and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Tritax EuroBox for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters set out in this announcement. In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the 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 Takeover 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, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Tritax EuroBox and no one else in connection with the matters set out in this announcement and shall not be responsible to anyone other than Tritax EuroBox for providing the protections afforded to clients of Jefferies, nor for providing advice in connection with the Acquisition or any matters set out in this announcement. Neither Jefferies nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, in direct, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with the Acquisition, this announcement, any statement contained herein or otherwise.
Information Relating to Tritax EuroBox Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Tritax EuroBox Shareholders, persons with information rights and other relevant persons for the receipt of communications from Tritax EuroBox may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.
Notice to US investors in Tritax EuroBox
The Acquisition relates to the shares of an English company and is being made by means of 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 tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Acquisition by way of an Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Securities Act or US Exchange Act. Financial information included in this announcement and the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that 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.
The receipt of consideration by a US holder of Tritax EuroBox Shares for the transfer of its Tritax EuroBox Shares pursuant to the Scheme may have tax consequences in the US and such consequences, if any, are not described herein. Each holder of Tritax EuroBox Shares is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.
It may be difficult for US holders of Tritax EuroBox Shares to enforce their rights and any claims arising under the US federal securities laws in connection with the Acquisition, since Bidco, Brookfield and Tritax EuroBox are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Tritax EuroBox Shares may not be able to sue Bidco or Brookfield or their officers or directors, or Tritax EuroBox or its officers and directors, in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Bidco, Brookfield, Tritax EuroBox and their respective affiliates to subject themselves to a US court's jurisdiction or judgement.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Tritax EuroBox 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 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 Tritax EuroBox and/or Bidco 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 will occur in the future and the factors described in the context of such forward-looking statements in this document 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 you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither Tritax EuroBox nor Bidco assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.
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 the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
No Profit Forecasts or Estimates or Quantified Financial Benefits Statements
No statement in this announcement (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 announcement 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
Under Rule 8.3(a) of the Takeover 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 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 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 Takeover 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, 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 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 (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.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Publication on Website and Availability of Hard Copies
A copy of this announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Bidco's website at www.public-documents.co.uk and 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 this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
In accordance with Rule 30.3 of the Takeover Code, Tritax EuroBox Shareholders and persons with information rights may request a hard copy of this announcement by contacting Tritax EuroBox's registrars, Computershare Investor Services PLC at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, or by calling on 0370 703 0010 or +44 370 703 0010 if calling from outside the UK. 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. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that Computershare Investor Services PLC cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. 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.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or 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 not, from another appropriately authorised independent financial adviser.
Time
All references to time in this announcement are to London time, unless otherwise stated.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR JURISDICTIONS WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONS
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN
FOR IMMEDIATE RELEASE
10 October 2024
RECOMMENDED CASH ACQUISITION
of
Tritax EuroBox plc
by
Titanium Ruth Bidco Limited
(a newly formed company indirectly owned by one of Brookfield's real estate private funds)
to be implemented by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The boards of directors of Bidco, a newly formed company indirectly owned by one of Brookfield's real estate private funds, and Tritax EuroBox are pleased to announce that they have 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.
It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the 2006 Act (although Bidco reserves the right to effect the Acquisition by way of an Offer, subject to the consent of the Panel). The Conditions to the Acquisition are set out in full in Appendix 1 to this announcement.
2 The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in this announcement and the full terms and conditions to be set out in the Scheme Document, each Tritax EuroBox Shareholder will be entitled to receive:
for each Tritax EuroBox Share: 69.0 pence in cash
The Acquisition price per Tritax EuroBox Share is equivalent to 82.4 cents at the current exchange rate and represents:
· a premium of approximately 6 per cent. to the implied value of the SEGRO Offer of 65.1 pence as at 9 October 2024, being the last Business Day prior to this announcement, equivalent to an additional 3.9 pence per Tritax EuroBox Share;
· a premium of approximately 28 per cent. to the Closing Price of 53.8 pence per Tritax EuroBox Share on the Undisturbed Date;
· a discount of approximately 12 per cent. to Tritax EuroBox's last reported IFRS NAV and EPRA NDV per share of 93.9 cents as at 31 March 2024, or approximately 7 per cent. to Tritax EuroBox's last reported GAV of €1,409 million as at 31 March 2024; and
· an implied Topped-up Net Initial Yield of 5.1 per cent.
The Acquisition values Tritax EuroBox's entire issued, and to be issued, ordinary share capital at approximately £557 million on a fully diluted basis which, based on Tritax EuroBox's net debt as at 31 March 2024, implies an enterprise value of approximately £1,102 million.
The terms of the Acquisition represent an attractive premium for Tritax EuroBox Shareholders over the terms of the SEGRO Offer and accordingly the Tritax EuroBox Shareholders are encouraged to take no action in respect of the SEGRO Offer.
Tritax EuroBox Shares to be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the Effective Date. Any new Tritax EuroBox Shares issued to Bidco pursuant to the Scheme will be issued on the same basis.
If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value (including, without limitation, the Tritax EuroBox Fourth Interim Dividend) is announced, declared, made or paid or becomes payable in respect of the Tritax EuroBox Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Tritax EuroBox Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value (including, without limitation, the Tritax EuroBox Fourth Interim Dividend), in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, Tritax EuroBox Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.
3 Information relating to Bidco AND Brookfield
Bidco
Bidco is a private limited company incorporated in England and Wales on 1 October 2024. Bidco is a newly formed company indirectly owned by one of Brookfield's real estate private funds. Bidco was formed for the purposes of the Acquisition and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.
The current directors of Bidco are Benedict Annable, Dan Benhamou and Thomas Gatenby. Further details in relation to Bidco will be contained in the Scheme Document.
Brookfield
Brookfield is a leading global alternative asset manager with approximately US$1 trillion of assets under management across real estate, infrastructure, renewable power and transition, private equity and credit. Brookfield owns and operates long-life assets and businesses, many of which form the backbone of the global economy.
Brookfield is one of the world's largest owners and operators of real estate with over US$268 billion of real estate assets globally. In Europe, Brookfield's real estate business comprises more than US$50 billion of assets across logistics, student housing, life sciences, residential, office, retail and hospitality.
4 Information relating to Tritax EuroBox
Tritax EuroBox is a UK investment trust listed on the London Stock Exchange since 2018 and a constituent of the FTSE 250 index with a market capitalisation of £434 million as at the Undisturbed Date, equivalent to approximately €518 million at the current exchange rate.
Tritax EuroBox is a specialist investor in high-quality, Continental European logistics real estate with a portfolio of 1.5 million square metres of space (16.2 million square feet) valued at approximately €1.5 billion as at 31 March 2024. Its well-located properties have robust income characteristics and are diversified across major distribution corridors in key European markets.
Tritax EuroBox's approach - which is primarily based on the ownership and management of a stabilised portfolio of core assets combined with carefully managed exposure to asset management and development risk - is to deliver income growth through the economic cycle. In doing so, Tritax EuroBox supplies some of the world's most ambitious companies with ESG-led, modern logistics space that helps to meet their strategic objectives and support their growth across core European markets.
Tritax EuroBox is currently managed by the Manager, a full-service investor in supply chain real assets. As set out in further detail below, it is intended that the Investment Management Agreement will be amended in accordance with the IMA Framework Agreement in connection with the Acquisition.
5 Background to and reasons for the Acquisition
Brookfield is an experienced and knowledgeable investor in European real estate markets, with a clear track record of investment in logistics-focused real estate assets.
It has for some time tracked and admired the logistics portfolio that the management team of Tritax EuroBox has built over recent years under the guidance of the board of Tritax EuroBox. Brookfield believes that the high-quality portfolio of assets that Tritax EuroBox has assembled fits well with its diverse global logistics portfolio which currently covers over 85 million square feet of space.
Brookfield also notes that, since its IPO, Tritax EuroBox has traded at a persistent discount to the value of its IFRS NAV and EPRA NDV, which has limited its ability to grow, in particular from further equity capital raises. Brookfield intends to actively manage the Tritax EuroBox portfolio within its broader European logistics platform. Brookfield believes that bringing Tritax EuroBox under private ownership will both better position it for further investment into existing assets, coupled with the benefits that accrue from being part of a scaled, better capitalised and actively growing real estate platform.
As a result, Brookfield believes that the Acquisition price per Tritax EuroBox Share will provide a compelling opportunity for Tritax EuroBox Shareholders to realise certain value in cash for their shares at a premium to both the trading price on the Undisturbed Date as well as the uncertain value implied by the SEGRO Offer.
6 Background to and reasons for the recommendation
On 4 September 2024, in connection with the SEGRO Offer, the Tritax EuroBox Board set out the challenges faced by Tritax EuroBox as an independent company and outlined the comprehensive review of strategic options undertaken by the Tritax EuroBox Board in April 2024. The Tritax EuroBox Board also described how, following the announcement of a possible cash offer from Brookfield on 3 June 2024, it had engaged extensively with SEGRO, Brookfield and other parties from whom the Tritax EuroBox Board received and/or solicited interest since.
The Tritax EuroBox Board comprehensively assessed the proposals that it received, including relative to Tritax EuroBox's options as a standalone company, and concluded that the SEGRO Offer represented a compelling opportunity for Tritax EuroBox Shareholders to achieve a significant and immediate uplift in the value of their investment with the prospect of stronger total shareholder returns and optionality.
The Tritax EuroBox Board's assessment was on the basis of two key criteria, namely: (1) value, including by reference to the form of consideration and attendant upside and downside potential; and (2) deliverability, including by reference to outstanding due diligence, financing conditionality, other contractual arrangements and overall timing.
As at market close on 3 September 2024, being the last Business Day prior to the announcement of the SEGRO Offer, the implied value of the SEGRO Offer stood at 68.4 pence. Since announcement, the implied value at market close has ranged between a high of 70.7 pence on 13 September 2024 and low of 64.6 pence on 8 October 2024, or 67.8 pence based on the volume-weighted average price per SEGRO Share in that period. As at 9 October 2024, being the last Business Day prior to the date of this announcement, the implied value of the SEGRO Offer stood at 65.1 pence.
On 3 October 2024, Brookfield confirmed to the Tritax EuroBox Board that it had completed its due diligence and was ready to announce a firm offer for Tritax EuroBox at a price of 69.0 pence per Tritax EuroBox Share, which represents a 28 per cent. premium to the undisturbed share price. This proposal followed extensive negotiation since 3 June 2024, including previous indicative proposals made by Brookfield.
The Tritax EuroBox Board has engaged with both Brookfield and SEGRO since receipt of Brookfield's latest proposal and has considered the terms proposed by each bidder carefully, noting the scope for the implied value of the SEGRO Offer to increase or decrease between now and completion, as compared to a fixed cash amount from Brookfield.
In relation to the implied value of the SEGRO Offer, the Tritax EuroBox Board notes that the Acquisition price represents:
· a premium of 6 per cent. based on the Closing Price per SEGRO Share of 836.8 pence as at 9 October 2024 (being the last Business Day prior to the date of this announcement);
· a premium of 1 per cent. based on the Closing Price per SEGRO Share of 880.0 pence as at 3 September 2024, being the last Business Day prior to the announcement of the SEGRO Offer;
· a premium of 2 per cent. based on the volume-weighted average price per SEGRO Share since announcement of 873.0 pence; and
· a premium of 7 per cent. based on the lowest Closing Price per SEGRO Share since announcement of 831.0 pence (as at 8 October 2024).
In addition, the Tritax EuroBox Board notes that while the deliverability of the two offers is now similar, a cash offer from Brookfield would provide increased certainty for Tritax EuroBox Shareholders as compared to continued market risk between now and completion for the SEGRO Offer.
Accordingly, the Tritax EuroBox Directors have withdrawn their recommendation that Tritax EuroBox Shareholders vote in favour of the SEGRO Offer, and instead recommend unanimously that Tritax EuroBox Shareholders vote in favour of the Acquisition.
7 Recommendation
The Tritax EuroBox Directors, who have been so advised by Lazard, Barclays and Jefferies as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Lazard, Barclays and Jefferies have taken into account 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 Takeover Code.
Accordingly, the Tritax EuroBox Directors unanimously intend to recommend that Tritax EuroBox Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the General Meeting.
Given their intended recommendation of the Acquisition, the Tritax EuroBox Directors have decided unanimously to withdraw their recommendation of the SEGRO Offer and propose to adjourn the SEGRO Offer Shareholder Meetings convened for 24 October 2024 to consider the SEGRO Offer. A separate announcement will be made by Tritax EuroBox in this regard. Tritax EuroBox Shareholders are therefore urged to take no action in relation to the SEGRO Offer.
8 INTENTIONS OF BIDCO WITH REGARD TO THE BUSINESS OF Tritax EuroBox
Investment management arrangements
On the date of this announcement, Bidco, Tritax EuroBox and the Manager have entered into the IMA Framework Agreement, which is conditional upon the Effective Date occurring. Pursuant to the terms of the IMA Framework Agreement, Bidco, Tritax EuroBox and the Manager have agreed to negotiate in good faith and exercise all reasonable endeavours to agree, and enter into, immediately following the Effective Date, a new investment management agreement (the "New IMA").
Pursuant to the terms of the IMA Framework Agreement, Bidco, Tritax EuroBox and the Manager have agreed certain (i) parameters with respect to the provision of services that will apply to the extent the New IMA is not agreed prior to the Effective Date and (ii) provisions and principles with respect to the arrangements between the respective parties in connection with the services provided thereunder, including (without limitation) the following:
· notice to terminate the Investment Management Agreement would be served such that the Investment Management Agreement would terminate on the date falling 24 months after the Effective Date. No termination fee would be payable to the Manager in connection with such termination. During the 24 months' notice period, the Manager will continue to receive a management fee by reference to the net asset value of the Tritax EuroBox Group on a basis consistent with the terms of the Investment Management Agreement disclosed in the annual report and accounts of Tritax EuroBox for the financial year ended 30 September 2023;
· the Manager would cease to provide alternative investment management services as Bidco intends that, following the Effective Date, Tritax EuroBox will cease to be an alternative investment fund (within the meaning of the UK AIFMD);
· the scope of the Manager's delegated authority would be reduced and matters requiring the consent of Bidco would be expanded to ensure that the exercise of all investment discretion and other matters outside the ordinary course management of the Tritax EuroBox property portfolio would require the prior consent of Bidco; and
· a process for the preparation of a budget and business plan and for the handover of services upon expiration of the notice period.
Upon expiration of the notice period, Bidco intends that management of the Tritax EuroBox property portfolio would be undertaken by Brookfield Properties Logistics Europe or another affiliate of Brookfield.
To the extent that the employment of any persons employed by the Manager transfers to Bidco or Tritax EuroBox upon expiration of the notice period, the parties have agreed to act in good faith to discuss the engagement of such persons by Tritax EuroBox or any of its affiliates; provided that such persons' compensation does not exceed £250,000 on a gross annual basis and that no more than 4 persons shall transfer from the Manager to Tritax EuroBox by operation of law or otherwise. The Manager indemnifies Bidco and Tritax EuroBox against any employment liabilities which any member of Bidco or Tritax EuroBox incurs arising from the transfer of such employee.
Current portfolio
Following the date of this announcement and the Effective Date, Bidco intends to explore the potential sale of certain properties within the Tritax EuroBox property portfolio. The properties to be sold pursuant to such sale strategy and timing for such disposals are subject to on-going diligence (including, analysis of any intra-group re-organisations required to implement such sales) and commercial negotiations but it is Bidco's intention, subject to prevailing market conditions, to generate proceeds from such sales representing approximately 20-30% of the gross value of the Tritax EuroBox property portfolio. Bidco has not determined how proceeds from such sales will be allocated but options include use of such proceeds to reduce the liabilities of the group and/or further accretive investment in real estate assets.
Tritax EuroBox is currently in discussions to dispose of its assets located in Sweden. Bidco's valuation of Tritax EuroBox is based on the assumption that the assets located in Sweden remain within the Tritax EuroBox property portfolio.
Employees, fixed assets, research and development
As Tritax EuroBox is an externally managed investment trust, Tritax EuroBox does not have any employees and therefore does not operate any pension schemes, nor does it have any arrangements in place for any employee involvement in its capital.
Tritax EuroBox has no place of business, fixed assets (other than its property portfolio), research and development function or headquarters.
Pursuant to the strategic realignment of operations and in accordance with applicable laws and regulations, we understand that Tritax EuroBox is currently intending to migrate the statutory seats and places of management of certain German entities within the group to the Netherlands. Bidco is supportive of the migration of the place of management of certain German entities within the group to the Netherlands and intends to proceed with the migration of management of such German entities following the Effective Date.
Board composition and governance arrangements
As noted below, Bidco intends to delist Tritax EuroBox immediately following the Effective Date. Consequently, Tritax EuroBox will not require listed company governance structures and, accordingly, it is intended that each of the Tritax EuroBox Directors will resign from the board of Tritax EuroBox with effect on and from the Effective Date.
Trading Facilities
Tritax EuroBox Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange. As set out in paragraph 12, applications will be made for the cancellation of the listing of Tritax EuroBox Shares on the Official List and the cancellation of trading of Tritax EuroBox Shares on the London Stock Exchange and steps will be taken to re-register Tritax EuroBox as a private company.
Following the Effective Date, Tritax EuroBox will cease to have been an investment trust effective from the start of the accounting period in which the Acquisition takes place.
No statements in this paragraph 8 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.
9 Offer‑related arrangements
Confidentiality Agreement
On 14 June 2024, an affiliate of Brookfield and Tritax EuroBox entered into a Confidentiality Agreement in relation to the Acquisition, pursuant to which, amongst other things, Brookfield has undertaken to: (i) subject to certain exceptions, keep information relating to Tritax EuroBox and the Acquisition confidential and not to disclose it to third parties; and (ii) use such confidential information only in connection with the Acquisition. These confidentiality obligations will remain in force until the earlier of: (i) completion of the Acquisition; and (ii) 14 June 2026. The Confidentiality Agreement also contains undertakings from Brookfield that for a period of twelve months after the date of the Confidentiality Agreement, it will not solicit or offer to employ or endeavour to entice away any employee of the Tritax EuroBox Group or of its investment manager and/or any asset manager (subject to customary carve-outs). The Confidentiality Agreement contains standstill provisions which restricted Brookfield and its concert parties from acquiring or offering to acquire interests in certain securities of Tritax EuroBox; those restrictions ceased to apply on 4 September 2024 upon the SEGRO Offer being announced.
Cooperation Agreement
On the date of this announcement, Bidco and Tritax EuroBox have entered into the Cooperation Agreement pursuant to which Tritax EuroBox has agreed to cooperate with Bidco to assist with the satisfaction of the clearance required from the FCO in connection with the Acquisition and Bidco has entered into commitments to obtain such clearance.
The Cooperation Agreement will terminate, inter alia: (i) if the Acquisition is withdrawn or lapses; (ii) if prior to the Long Stop Date any Condition has been invoked by Bidco (where permitted by the Panel); (iii) at Bidco's election if the Tritax EuroBox Directors withdraw their recommendation of the Acquisition or if the Tritax EuroBox Directors recommend a competing proposal; (iv) if the Scheme does not become effective in accordance with its terms by the Long Stop Date; or (v) otherwise as agreed between Bidco and Tritax EuroBox.
IMA Framework Agreement
See paragraph 8 (Intentions of Bidco with regard to the business of Tritax EuroBox), sub-heading "Investment management arrangements" of this announcement for details of the IMA Framework Agreement entered into by Bidco, Tritax EuroBox and the Manager.
10 Scheme process
It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between Tritax EuroBox and the Scheme Shareholders under Part 26 of the 2006 Act. The purpose of the Scheme is to provide for Bidco to become owner of the whole of the issued and to be issued share capital of Tritax EuroBox.
Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to Bidco in consideration for which Scheme Shareholders will receive the consideration set out in paragraph 2 of this announcement.
The Acquisition will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. The Conditions include (i) the Long Stop Date; (ii) a condition that the Meetings are held no later than the 22nd day after the expected date of the Meetings to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Tritax EuroBox, or (in a competitive situation) as may be specified by Bidco with the consent of the Panel and, if required, that the Court may allow); and (iii) a condition that the Scheme is sanctioned by the Court no later than the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between Bidco and Tritax EuroBox, or (in a competitive situation) as may be specified by Bidco with the consent of the Panel and, if required, that the Court may allow).
Under Rule 13.5(a) of the Takeover Code and subject to the paragraph immediately below, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.
Conditions 1 and 2 (as listed in Part A of Appendix 1 to this announcement) (and, if applicable, any acceptance condition if the Acquisition is implemented by means of an Offer) are not subject to Rule 13.5(a) of the Takeover Code. All other Conditions are subject to Rule 13.5(a) of the Takeover Code.
To become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. of the Scheme Shares held by such Scheme Shareholders. In addition, the Resolution(s) must be passed at the General Meeting, requiring the approval of Tritax EuroBox Shareholders representing at least 75 per cent. of the votes cast at the General Meeting (either in person or by proxy). The General Meeting is expected to be held immediately after the Court Meeting. In respect of the Resolution(s) at the General Meeting, Tritax EuroBox Shareholders will be entitled to cast one vote for each Tritax EuroBox Share held at the relevant record time.
Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme will only become Effective once a copy of the Scheme Court Order is delivered to the Registrar of Companies.
Upon the Scheme becoming Effective, it will be binding on all Tritax EuroBox Shareholders, irrespective of whether or not they attended or voted at the Meetings.
The Scheme is expected to become Effective during the fourth quarter of 2024.
The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable for implementation of the Scheme, and will specify the action to be taken by Scheme Shareholders in relation to the Court Meeting and Tritax EuroBox Shareholders in relation to the General Meeting. The Scheme Document will be sent to Tritax EuroBox Shareholders as soon as reasonably practicable and within 28 days of this announcement unless Bidco and Tritax EuroBox otherwise agree, and the Panel consents, to a later date.
The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA. The sources and bases of certain information contained in this announcement are set out in Appendix 2 to this announcement. Certain terms used in this announcement are defined in Appendix 3 to this announcement.
11 Disclosure of interests in Tritax EuroBox securities
As at 9 October 2024 (being the last Business Day prior to the date of this announcement) neither Bidco, nor any of its directors, nor, so far as Bidco is aware, any person treated as acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition: (i) had any interest in or right to subscribe for or had borrowed or lent any Tritax EuroBox Shares or securities convertible or exchangeable into Tritax EuroBox Shares; or (ii) had any short positions in respect of relevant securities of Tritax EuroBox (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; or (iii) has borrowed or lent any relevant securities of Tritax EuroBox (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover Code) save for any borrowed shares which have been either on-lent or resold; or (iv) is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code.
12 Delisting, cancellation of trading and re‑registration
It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in Tritax EuroBox Shares on the London Stock Exchange's Main Market and the listing of the Tritax EuroBox Shares on the Official List with effect on or shortly after the Effective Date.
It is expected that the last day of dealings in Tritax EuroBox Shares on the Main Market of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.
It is intended that Tritax EuroBox will be re-registered as a private limited company and for this to take effect as soon as practicable on or following the Effective Date.
13 Financing of the Acquisition
The cash consideration payable to Tritax EuroBox Shareholders under the terms of the Acquisition will be financed by an equity investment into Bidco from the Brookfield Funds.
Citi, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Tritax EuroBox Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be set out in the Scheme Document.
14 Valuations
For the purposes of Rule 29.5 of the Takeover Code, the Tritax EuroBox Directors confirm that CBRE has confirmed to them that an updated valuation of the properties in the valuation report prepared by CBRE in respect of the Tritax EuroBox portfolio of European properties as at 31 March 2024 (the "CBRE Tritax EuroBox Valuation Report") that continue to be owned by Tritax EuroBox as at the date of this announcement would not be materially different to the valuation contained in the CBRE Tritax EuroBox Valuation Report which has been made available for inspection in accordance with paragraph 16 below.
15 Consents
Citi, Lazard, Barclays, Jefferies and CBRE have each given and not withdrawn their consent to the publication of this announcement with the inclusion in it of the references to their respective names and (where applicable) advice in the form and context in which they appear.
16 Documents AVAILABLE FOR INSPECTION
Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, copies of the following documents will be available promptly on Tritax EuroBox's website, at https://www.tritaxeurobox.co.uk/investors/shareholder-information/brookfield-offer/, and on Bidco's website, at www.public-documents.co.uk, and in any event by no later than noon on the Business Day following this announcement until the end of the Offer Period:
· this announcement;
· the Confidentiality Agreement;
· the Cooperation Agreement;
· the IMA Framework Agreement;
· the CBRE Tritax EuroBox Valuation Report;
· no material difference letter, as at the date of this announcement, from CBRE regarding the CBRE Tritax EuroBox Valuation Report;
· the documents entered into for the financing of the Acquisition referred to in paragraph 13 above; and
· the consent letters from the financial advisers and CBRE referred to in paragraph 15 above to being named in this announcement.
Neither the content of the website referred to in this announcement, nor any website accessible from any hyperlinks set out in this announcement, is incorporated into or forms part of this announcement.
17 General
Bidco reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of Tritax EuroBox not already held by Bidco as an alternative to the Scheme. In such an event an Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Acquisition (including, without limitation: (i) the inclusion of an acceptance condition set at 90 per cent. of the Tritax EuroBox Shares to which such Offer relates (or such other percentage as Bidco may, subject to the rules of the Takeover Code and with the consent of the Panel, decide); (ii) the inclusion of a long-stop date on which the Offer will cease to proceed, will lapse or will be withdrawn in certain circumstances; and (iii) those amendments required by, or deemed appropriate by, Bidco under applicable law, including US securities law).
If the Acquisition is effected by way of an Offer and such Offer becomes or is declared unconditional and sufficient acceptances are received Bidco intends to: (i) request the London Stock Exchange and the FCA to cancel trading in Tritax EuroBox Shares on the London Stock Exchange's Main Market for listed securities and the listing of the Tritax EuroBox Shares on the Official List; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily the remaining Tritax EuroBox Shares in respect of which the Offer has not been accepted.
Investors should be aware that Bidco may purchase Tritax EuroBox Shares otherwise than under the Scheme or any Offer, including pursuant to privately negotiated purchases.
The Acquisition will be on the terms and subject to the conditions set out herein and in Appendix 1, and to be set out in the Scheme Document. The sources and bases for certain financial information contained in this announcement are set out in Appendix 2. Certain definitions and terms used in this announcement are set out in Appendix 3. The formal Scheme Document will be sent to Tritax EuroBox Shareholders within 28 days of this announcement (or on such later date as may be agreed with Tritax EuroBox and the Panel).
This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.
Enquiries
|
Brookfield |
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Citi (Financial Adviser to Bidco and Brookfield) |
+44 (0) 20 7986 4000 |
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Tritax EuroBox |
+44 (0) 20 7290 1616 |
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Lazard (Lead Financial Adviser to Tritax EuroBox) |
+44 (0) 20 7187 2000 |
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Barclays (Joint Financial Adviser and Joint Corporate Broker to Tritax EuroBox) |
+44 (0) 20 7623 2323 |
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Jefferies (Joint Financial Adviser and Joint Corporate Broker to Tritax EuroBox) |
+44 (0) 20 7029 8000 |
|
Kekst CNC (PR Adviser to Tritax EuroBox) |
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Kirkland & Ellis International LLP is acting as legal adviser to Bidco and Brookfield.
Ashurst LLP is acting as legal adviser to Tritax EuroBox.
Further information
This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document), which will contain the full terms and conditions of the Acquisition, including details of what action is required from Tritax EuroBox Shareholders in relation to the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document).
This announcement does not constitute a prospectus or prospectus equivalent document.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law 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 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 to execute and deliver forms of proxy appointing another to vote at the Court 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 Takeover 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.
Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Acquisition 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, telex 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.
Citi, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively as financial adviser to Bidco and Brookfield and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Bidco and Brookfield for providing the protections afforded to clients of Citi nor for providing advice in relation to the matters set out in this announcement. Neither Citi nor any of its affiliates, directors or employees 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 Citi in connection with this announcement, the Acquisition, any statement contained herein or otherwise.
Lazard, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Tritax EuroBox and no one else in connection with the Acquisition and will not be responsible to anyone other than Tritax EuroBox for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates (nor any of 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 the Acquisition, this announcement, any statement contained herein or otherwise.
Barclays, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Tritax EuroBox and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Tritax EuroBox for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters set out in this announcement. In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the 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 Takeover 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, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Tritax EuroBox and no one else in connection with the matters set out in this announcement and shall not be responsible to anyone other than Tritax EuroBox for providing the protections afforded to clients of Jefferies, nor for providing advice in connection with the Acquisition or any matters set out in this announcement. Neither Jefferies nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct, in direct, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with the Acquisition, this announcement, any statement contained herein or otherwise.
Information Relating to Tritax EuroBox Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Tritax EuroBox Shareholders, persons with information rights and other relevant persons for the receipt of communications from Tritax EuroBox may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.
Notice to US investors in Tritax EuroBox
The Acquisition relates to the shares of an English company and is being made by means of 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 tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. If, in the future, Bidco exercises the right to implement the Acquisition by way of an Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Securities Act or US Exchange Act. Financial information included in this announcement and the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the Offer Document) has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that 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.
The receipt of consideration by a US holder of Tritax EuroBox Shares for the transfer of its Tritax EuroBox Shares pursuant to the Scheme may have tax consequences in the US and such consequences, if any, are not described herein. Each holder of Tritax EuroBox Shares is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.
It may be difficult for US holders of Tritax EuroBox Shares to enforce their rights and any claims arising under the US federal securities laws in connection with the Acquisition, since Bidco, Brookfield and Tritax EuroBox are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Tritax EuroBox Shares may not be able to sue Bidco or Brookfield or their officers or directors, or Tritax EuroBox or its officers and directors, in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Bidco, Brookfield, Tritax EuroBox and their respective affiliates to subject themselves to a US court's jurisdiction or judgement.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Tritax EuroBox 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 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 Tritax EuroBox and/or Bidco 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 will occur in the future and the factors described in the context of such forward-looking statements in this document 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 you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither Tritax EuroBox nor Bidco assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.
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 the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
No Profit Forecasts or Estimates or Quantified Financial Benefits Statements
No statement in this announcement (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 announcement 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
Under Rule 8.3(a) of the Takeover 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 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 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 Takeover 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, 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 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 (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.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Publication on Website and Availability of Hard Copies
A copy of this announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Bidco's website at www.public-documents.co.uk and 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 this announcement. For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
In accordance with Rule 30.3 of the Takeover Code, Tritax EuroBox Shareholders and persons with information rights may request a hard copy of this announcement by contacting Tritax EuroBox's registrars, Computershare Investor Services PLC at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, or by calling on 0370 703 0010 or +44 370 703 0010 if calling from outside the UK. 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. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that Computershare Investor Services PLC cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. 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.
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or 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 not, from another appropriately authorised independent financial adviser.
Time
All references to time in this announcement are to London time, unless otherwise stated.
Appendix 1
Conditions and Further Terms of the Acquisition
Part A
Conditions to the Scheme and Acquisition
Conditions to the Acquisition
1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective by no later than 11:59 p.m. on the Long Stop Date.
Scheme approval condition
2. The Scheme will be conditional upon:
2.1 (i) its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting; and (ii) such Court Meeting and any such separate class meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as: (x) Bidco and Tritax EuroBox may agree; or (y) (in a competitive situation) Bidco may specify with the consent of the Panel, and in each case, if required, that the Court may allow);
2.2 (i) all resolutions necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities of Tritax EuroBox Shareholders at the General Meeting or at any adjournment of that meeting; (ii) and such General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as: (x) Bidco and Tritax EuroBox may agree; or (y) (in a competitive situation) Bidco may specify with the consent of the Panel, and in each case, if required, that the Court may allow); and
2.3 (i) the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Bidco and Tritax EuroBox) by the Court and the delivery of a copy of the Scheme Court Order to the Registrar of Companies in England and Wales; and (ii) the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document in due course (or such later date, if any, as: (x) Bidco and Tritax EuroBox may agree; or (y) (in a competitive situation) Bidco may specify with the consent of the Panel, and in each case, if required, that the Court may allow).
3. In addition, subject as stated in Part B of this Appendix 1, Bidco and Tritax EuroBox have agreed that the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived:
Other conditions
Official authorisations, regulatory clearances and third party clearances
3.1 confirmation having been received in writing from the German Federal Cartel Office ("FCO") that the Acquisition may proceed as the preconditions for prohibition in s.36(I) of the German Act against Restraints of Competition ("ARC") are not met and the FCO therefore does not intend to initiate second phase proceedings under s.40(2) ARC; or the FCO not informing Bidco and/or Tritax EuroBox within one month of receipt of a complete notification that it intends to initiate second phase proceedings under s.40(2) ARC; or the FCO declaring that the Acquisition does not need to be filed;
3.2 the waiver (or non-exercise within any applicable time limits) by any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction (each a "Third Party") of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider Tritax EuroBox Group taken as a whole) arising as a result of or in connection with the Acquisition including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control or management of, Tritax EuroBox by Bidco or any member of the Wider Bidco Group;
3.3 all necessary filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the Wider Bidco Group of any shares or other securities in, or control of, Tritax EuroBox and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Bidco or any member of the Wider Bidco Group for or in respect of the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Tritax EuroBox by any member of the Wider Bidco Group having been obtained in terms and in a form satisfactory to Bidco from all appropriate Third Parties or persons with whom any member of the Wider Tritax EuroBox Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider Tritax EuroBox Group remaining in full force and effect and all filings necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;
3.4 no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or enacted, made or proposed any statute, regulation, decision or order, or change to published practice or having taken any other steps which would or might reasonably be expected to:
3.4.1 require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Bidco Group or any member of the Wider Tritax EuroBox Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own, control or manage any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider Bidco Group or the Wider Tritax EuroBox Group, in either case taken as a whole or in the context of the Acquisition;
3.4.2 require, prevent or materially delay the divestiture by any member of the Wider Bidco Group of any shares or other securities in any member of the Wider Tritax EuroBox Group;
3.4.3 impose any limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Tritax EuroBox Group or the Wider Bidco Group or on the ability of any member of the Wider Tritax EuroBox Group or the Wider Bidco Group, directly or indirectly, to hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in, or to exercise voting or management control over any such member;
3.4.4 otherwise adversely affect the business, assets, profits or prospects of any member of the Wider Bidco Group or of any member of the Wider Tritax EuroBox Group to an extent which is material in the context of the Wider Bidco Group or the Wider Tritax EuroBox Group, in either case taken as a whole or in the context of the Acquisition;
3.4.5 make the Acquisition or its implementation or the acquisition or proposed acquisition by Bidco or any member of the Wider Bidco Group of any shares or other securities in, or control of Tritax EuroBox void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;
3.4.6 save as envisaged in the implementation of the Scheme, require any member of the Wider Bidco Group or the Wider Tritax EuroBox Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Tritax EuroBox Group or the Wider Bidco Group owned by any third party;
3.4.7 impose any limitation on the ability of any member of the Wider Tritax EuroBox Group to co-ordinate its business, or any part of it, with the businesses of any other members of the Wider Tritax EuroBox Group or the Wider Bidco Group; or
3.4.8 result in any member of the Wider Tritax EuroBox Group ceasing to be able to carry on business under any name under which it presently does so,
and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Tritax EuroBox Shares having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement etc.
3.5 except as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Tritax EuroBox Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Acquisition or the proposed acquisition of any shares or other securities in Tritax EuroBox or because of a change in the control or management of Tritax EuroBox or otherwise, would or might reasonably be expected to result in (in each case to an extent which is material and adverse in the context of the Wider Tritax EuroBox Group as a whole, or in the context of the Acquisition):
3.5.1 any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;
3.5.2 any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any adverse obligation or liability arising or any action being taken or arising thereunder;
3.5.3 any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;
3.5.4 the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;
3.5.5 the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;
3.5.6 the value of any such member or its financial or trading position or prospects or profits being prejudiced or adversely affected;
3.5.7 any such member ceasing to be able to carry on business under any name under which it presently does so; or
3.5.8 the creation of any liability, actual or contingent, by any such member,
and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Tritax EuroBox Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs 3.5.1 to 3.5.8 of this Condition;
Certain matters since 30 September 2023
3.6 except as Disclosed, no member of the Wider Tritax EuroBox Group having, since 30 September 2023:
3.6.1 save as between Tritax EuroBox and wholly owned subsidiaries of Tritax EuroBox, issued, authorised or proposed the issue of additional shares of any class;
3.6.2 save as between Tritax EuroBox and wholly owned subsidiaries of Tritax EuroBox, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;
3.6.3 other than to another member of the Tritax EuroBox Group, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise;
3.6.4 save for intra-Tritax EuroBox Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to an extent which is material in the context of the Wider Tritax EuroBox Group taken as a whole or in the context of the Acquisition;
3.6.5 save for intra-Tritax EuroBox Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital (or the equivalent thereof) in each case to an extent which is material in the context of the Wider Tritax EuroBox Group taken as a whole or in the context of the Acquisition;
3.6.6 issued, authorised or proposed the issue of any debentures or (save for intra-Tritax EuroBox Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;
3.6.7 purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph 3.6.1 above, made any other change to any part of its share capital;
3.6.8 save for intra-Tritax EuroBox Group transactions and other than pursuant to the Acquisition, implemented, or authorised, proposed or announced its intention to implement or propose, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director;
3.6.9 entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be restrictive on the businesses of any member of the Wider Tritax EuroBox Group or the Wider Bidco Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business and, in each case, to an extent which is material in the context of the Wider Tritax EuroBox Group taken as a whole or in the context of the Acquisition;
3.6.10 (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed, in each case, to the extent which is material in the context of the Wider Tritax EuroBox Group taken as a whole or in the context of the Acquisition;
3.6.11 entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Tritax EuroBox Group or the Wider Bidco Group other than to a nature and extent which is normal in the context of the business concerned;
3.6.12 waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Wider Tritax EuroBox Group taken as a whole or in the context of the Acquisition;
3.6.13 entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any Offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;
3.6.14 having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Tritax EuroBox Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 (a) of the Takeover Code;
No adverse change, litigation or regulatory enquiry
3.7 except as Disclosed, since 30 September 2023:
3.7.1 no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Tritax EuroBox Group which is material in the context of the Wider Tritax EuroBox Group as a whole or in the context of the Acquisition;
3.7.2 no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Tritax EuroBox Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Tritax EuroBox Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider Tritax EuroBox Group which in any such case has had or might be expected to have a material adverse effect on any member of the Wider Tritax EuroBox Group taken as a whole or in the context of the Acquisition;
3.7.3 no contingent or other liability having arisen or become apparent to Bidco or Tritax EuroBox (other than in the ordinary course of business) which would be likely to adversely affect the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider Tritax EuroBox Group or Wider Bidco Group to an extent which is material in the context of the Wider Tritax EuroBox Group or Wider Bidco Group in each case taken as a whole or in the context of the Acquisition; and
3.7.4 no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Tritax EuroBox Group which is necessary for the proper carrying on of its business;
3.8 except as Disclosed, Bidco not having discovered:
3.8.1 that any financial, business or other information concerning the Wider Tritax EuroBox Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Tritax EuroBox Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which was not corrected before the date of this announcement by public disclosure, in each case, to an extent which is, or could reasonably be expected to be, material in the context of the Wider Tritax EuroBox Group taken as a whole or in the context of the Acquisition;
3.8.2 that any member of the Wider Tritax EuroBox Group or any partnership, company or other entity in which any member of the Wider Tritax EuroBox Group has a significant economic interest and which is not a subsidiary undertaking of Tritax EuroBox is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of Tritax EuroBox for the year ended 30 September 2023, in each case, which is material in the context of the Wider Tritax EuroBox Group taken as a whole or in the context of the Acquisition; or
3.8.3 any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Tritax EuroBox Group and which is material in the context of the Wider Tritax EuroBox Group taken as a whole or in the context of the Acquisition;
No discovery of certain matters
3.9 except as Disclosed, Bidco not having discovered that:
3.9.1 any past or present member of the Wider Tritax EuroBox Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such use, treatment, handling, storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) or cost on the part of any member of the Wider Tritax EuroBox Group which in any case is material in the context of the Wider Tritax EuroBox Group taken as a whole or in the context of the Acquisition; or
3.9.2 there is, or is likely to be, for any reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Tritax EuroBox Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Tritax EuroBox Group (or on its behalf) or by any person for which a member of the Wider Tritax EuroBox Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any Third Party and which is material in the context of the Wider Tritax EuroBox Group taken as a whole or in the context of the Acquisition;
3.9.3 circumstances exist (whether as a result of the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Bidco Group or any present or past member of the Wider Tritax EuroBox Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Tritax EuroBox Group (or on its behalf) or by any person for which a member of the Wider Tritax EuroBox Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest; and
Anti‑corruption, economic sanctions, criminal property and money laundering
3.10 except as Disclosed, Bidco not having discovered that:
3.10.1 (A) any past or present member, director, officer or employee of the Wider Tritax EuroBox Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks or (B) any person that performs or has performed services for or on behalf of the Wider Tritax EuroBox Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery law, rule or regulation or any other applicable law, rule, or regulation concerning improper payments or kickbacks;
3.10.2 any asset of any member of the Wider Tritax EuroBox Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider Tritax EuroBox Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering;
3.10.3 any past or present member, director, officer or employee of the Wider Tritax EuroBox Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from: (1) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or (2) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by reason of breach of any applicable Blocking Law;
3.10.4 any past or present member, director, officer or employee of the Wider Tritax EuroBox Group, or any other person for whom any such person may be liable or responsible:
(a) has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;
(b) has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;
(c) has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or
(d) is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organization or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or
3.10.5 any member of the Wider Tritax EuroBox Group is or has been engaged in any transaction which would cause Bidco to be in breach of any law or regulation on the Acquisition becoming effective, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any other relevant government authority.
Part B
Waiver and Invocation of the Conditions
1. To the extent permitted by law and subject to the requirements of the Panel in accordance with the Takeover Code, Bidco reserves the right to waive:
1.1 any of the deadlines set out in paragraphs 1 and 2 of Part A of this Appendix 1 for the timing of the Long Stop Date, Court Meeting, General Meeting and Sanction Hearing. If any such deadline is not met, Bidco shall make an announcement by 8:00 a.m. (London time) on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant Condition or extended the deadline in relation to the relevant Condition in accordance with the terms on which such deadline may be extended; and
1.2 in whole or in part, all or any of the Conditions set out in Part A of this Appendix 1 above, except for Conditions 2.1(i), 2.2(i) and 2.3(i) which cannot be waived.
2. The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and to the full terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the Listing Rules, the provisions of the Takeover Code and the applicable requirements of the Panel and the London Stock Exchange.
3. Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in Part A of Appendix 1 above that are capable of waiver by a date and time earlier than 11.59 p.m. on the Business Day prior to the date of the Sanction Hearing, notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.
4. Under Rule 13.5(a) of the Takeover Code and subject to paragraph 5, Bidco may only invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.
5. Condition 1 (subject to Rule 12 of the Takeover Code), Conditions 2.1, 2.2 and 2.3 in Part A of Appendix 1 above, and, if applicable, any acceptance condition if the Acquisition is implemented by means of an Offer, are not subject to Rule 13.5(a) of the Takeover Code.
6. Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by Bidco.
7. If the Panel requires Bidco to make an Offer or offers for Tritax EuroBox Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make such alterations to the Conditions and the Acquisition as are necessary to comply with the provisions of that Rule.
8. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.
Part C
Implementation by way of Offer
1. Bidco reserves the right, with the consent of the Panel (where necessary) to elect to implement the Acquisition by way of an Offer.
2. If the Acquisition is implemented by way of an Offer, such Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Acquisition, including (without limitation and subject to the consent of the Panel) Condition 2 (as listed in Part A of this Appendix 1) ceasing to apply and, instead, the Offer being conditional on an acceptance condition that is set at 90 per cent. (or such lesser percentage, as Bidco may decide) (i) in nominal value of the Tritax EuroBox Shares to which such Offer relates; and (ii) of the voting rights attached to those shares, subject to Bidco having acquired or agreed to acquire, whether pursuant to the Offer or otherwise, shares carrying more than 50 per cent. Of the voting rights normally exercisable at a general meeting of Tritax EuroBox, provided further that, unless the Panel consents otherwise, the acceptance condition shall only be capable of being satisfied when all other Conditions have been satisfied or waived.
Part D
Certain Further Terms of the Acquisition
1. The Tritax EuroBox Shares to be acquired under the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the Effective Date.
2. If, on or after the date of this announcement and prior to the Acquisition becoming Effective, any dividend and/or other distribution and/or other return of capital or value (including, without limitation, the Tritax EuroBox Fourth Interim Dividend) is announced, declared, made or paid or becomes payable in respect of the Tritax EuroBox Shares, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Tritax EuroBox Shares by an amount up to the aggregate amount of such dividend and/or distribution and/or other return of capital or value (including, without limitation, the Tritax EuroBox Fourth Interim Dividend), in which case any reference in this announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme or the Acquisition. In such circumstances, Tritax EuroBox Shareholders would be entitled to retain any such dividend, distribution and/or other return of capital or value.
3. Except with the Panel's consent, settlement of the consideration to which any Tritax EuroBox Shareholder is entitled under the Acquisition will be implemented in full in accordance with the terms of the Acquisition without regard to any lien, right of set-off, counterclaim or other analogous right to which Bidco may otherwise be, or claim to be, entitled as against such Tritax EuroBox Shareholder and will be effected in the manner described in this document.
4. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.
5. The Acquisition is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction.
6. This announcement and any rights or liabilities arising hereunder, the Acquisition and the Scheme will be governed by English law and be subject to the jurisdiction of the Court, to the Conditions set out above and to the full terms to be set out in the Scheme Document. The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.
Appendix 2
Sources and Bases of Information
In this announcement, unless otherwise stated or the context otherwise requires, the following sources and bases have been used.
1. As at 9 October 2024 (being the last Business Day before this announcement), there were 806,803,984 Tritax EuroBox Shares in issue. Any references to the entire issued and to be issued share capital of Tritax EuroBox are based on the 806,803,984 Tritax EuroBox Shares in issued referenced in this paragraph 1.
2. A value of approximately £557 million for the entire issued and to be issued share capital of Tritax EuroBox is based on:
2.1 the Acquisition price of 69.0 pence per Tritax EuroBox Share; and
2.2 Tritax EuroBox's fully diluted issued ordinary share capital of 806,803,984 Tritax EuroBox Shares, as set out in paragraph 1 above.
3. Unless otherwise stated, all prices and closing prices for Tritax EuroBox Shares and SEGRO Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).
4. All volume-weighted average share prices are derived from data provided by Bloomberg for the relevant time periods and have been rounded to the nearest one decimal place.
5. Unless otherwise stated, information has been converted from GBP to EUR or from EUR to GBP (as appropriate) based on an exchange rate of £1:€1.1944 based on data provided from Bloomberg at 4.30 p.m. on 9 October 2024, being the last Business Day prior to the date of this announcement. Any references to the "current exchange rate" refer to this exchange rate.
6. Unless otherwise stated, the financial information of Tritax EuroBox is extracted (without material adjustment) from the half-year report of the Tritax EuroBox Group for the 6 months ended 31 March 2024, and the unaudited, consolidated financial statements of Tritax EuroBox for the six months ended 31 March 2024.
7. Implied Topped-up Net Initial Yield uses an implied portfolio value which adjusts Tritax EuroBox's portfolio value by the same amount as the delta between Tritax EuroBox's book value of equity and the relevant implied offer equity value. The implied portfolio value is then adjusted by a gross-up ratio which is assumed to be Tritax EuroBox's transaction costs as a percentage of Tritax EuroBox's portfolio value. The Tritax EuroBox portfolio value, book value of equity, and transaction costs are taken from Tritax EuroBox results for the period ended 31 March 2024, and does not include any adjustments for post balance sheet date events.
8. Premium / (discount) to IFRS NAV and EPRA NDV are calculated as per IFRS NAV and EPRA NDV from Tritax EuroBox's financial results. IFRS NAV and EPRA NDV figures use the last published figures for the relevant periods.
9. Tritax EuroBox's 31 March 2024 property valuation of €1,465.6 million is based on the market values in the CBRE Tritax EuroBox Valuation Report, with the market value of Swedish properties converted from SEK to EUR using the relevant exchange rate of 0.0871 as at 31 March 2024 and includes the value of rental guarantees and assets held for sale.
10. For the purposes of Rule 29.1(d) of the Takeover Code, the following adjustments have been made to Tritax EuroBox's 31 March 2024 property valuation in order to calculate Tritax EuroBox's IFRS NAV and EPRA NDV as at 31 March 2024:
10.1 Cash of €48.2 million
10.2 Debt of (€700.0) million
10.3 Other net liabilities of €56.2 million
11. Tritax EuroBox's GAV is equivalent to Tritax EuroBox's IFRS NAV plus Tritax EuroBox's net debt. In order to calculate Tritax EuroBox's GAV, the following adjustments have been made to Tritax EuroBox's IFRS NAV:
11.1 Cash of (€48.2) million
11.2 Debt of €700.0 million
12. References to SEGRO's proposal are based on its announcement from 4 September 2024 for the entire issued and to be issued share capital of Tritax EuroBox under Rule 2.7 of the Takeover Code. This is based on an exchange ratio of 0.0765 in share consideration and a dividend of 1.25 cents.
13. Certain figures included in this announcement have been subject to rounding adjustments.
Appendix 3
Definitions
The following definitions apply throughout this document unless the context otherwise requires:
|
"2006 Act" |
the Companies Act 2006, as amended from time to time |
|
"Acquisition" |
the proposed cash acquisition by Bidco of the entire issued, and to be issued, share capital of Tritax EuroBox by means of the Scheme, or should Bidco so elect, and where required the Panel consent, by means of an Offer and, where the context admits, any subsequent revision, variation, extension or renewal thereof |
|
"Articles" |
the articles of association of Tritax EuroBox from time to time |
|
"associated undertaking" |
has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, other than paragraph 19(1)(b) of Schedule 6 to those regulations which shall be excluded for this purpose |
|
"Brookfield" |
Brookfield Asset Management Ltd., Brookfield Corporation, or any of their respective affiliates, as the context requires from time to time |
|
"Brookfield Funds" |
a private fund structure comprised of the following entities: (i) Brookfield Strategic Real Estate Partners V-A L.P.; (ii) Brookfield Strategic Real Estate Partners V-B L.P.; (iii) Brookfield Strategic Real Estate Partners V-C L.P.; (iv) Brookfield Strategic Real Estate Partners V-C(ER) SCSp; and (v) Brookfield Strategic Real Estate Partners Europe SCSp, and their respective parallel and alternative investment vehicles |
|
"Barclays" |
Barclays Bank PLC, acting through its investment bank |
|
"Bidco" |
Titanium Ruth Bidco Limited |
|
"Blocking Law" |
(i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); or (ii) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 |
|
"Business Day" |
a day, not being a public holiday, Saturday or Sunday, on which clearing banks in London are open for normal business |
|
"certificated" or "certificated form" |
in relation to a share or other security, a share or other security title to which is recorded in the relevant register of the share or other security as being held in certificated form (that is, not in CREST) |
|
"Citi" |
Citigroup Global Markets Limited |
|
"Closing Price" |
the closing middle market price of a Tritax EuroBox Share as derived from the Daily Official List on any particular date |
|
"Condition" |
each of the conditions listed in Part A of Appendix 1 and any reference to a numbered Condition shall be a reference to the Condition set out in the paragraph of Part A of Appendix 1 bearing such number |
|
"Confidentiality Agreement" |
the confidentiality agreement dated 14 June 2024 between Brookfield Strategic Real Estate Partners V Limited and Tritax EuroBox |
|
"Cooperation Agreement" |
the cooperation agreement dated on or around the date of this announcement between Bidco and Tritax EuroBox |
|
"Court" |
the High Court of Justice in England and Wales |
|
"Court Meeting" |
the meeting of Tritax EuroBox Shareholders to be convened at the direction of the Court pursuant to Part 26 of the 2006 Act at which a resolution will be proposed to approve the Scheme (with or without amendment), including any adjournment, postponement or reconvening thereof |
|
"CREST" |
the relevant system (as defined in the Regulations) in respect of which Euroclear UK & Ireland Limited is the operator (as defined in the Regulations) |
|
"Daily Official List" |
the daily official list of the London Stock Exchange |
|
"Dealing Disclosure" |
has the meaning as in Rule 8 of the Takeover Code |
|
"Disclosed" |
the information fairly disclosed by or on behalf of Tritax EuroBox: (i) in the annual report and accounts of Tritax EuroBox for the financial year ended 30 September 2023; (ii) in the half-year results of Tritax EuroBox for the period ended 31 March 2024; (iii) in this announcement; (iv) in any other public announcement made by Tritax EuroBox prior to the date of this announcement (by delivery of an announcement to a Regulatory Information Service); and (v) via the virtual data room operated on behalf of Tritax EuroBox in respect of the Acquisition |
|
"Disclosure Guidance and Transparency Rules" |
the Disclosure Guidance and Transparency Rules sourcebook issued by the FCA |
|
"Effective" |
in the context of the Acquisition: (i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Acquisition is implemented by way of the Offer, the Offer having been declared or having become unconditional in accordance with the requirements of the Takeover Code |
|
"Effective Date" |
the date on which the Acquisition becomes Effective |
|
"EPRA NDV" |
equivalent to IFRS NAV as this includes the fair values of financial instruments and deferred taxes |
|
"FCA" |
the Financial Conduct Authority or its successor from time to time |
|
"FCA Handbook" |
the FCA's Handbook of rules and guidance as amended from time to time |
|
"General Meeting" |
the general meeting of Tritax EuroBox Shareholders to be convened to consider and if thought fit pass, inter alia, the Resolution(s) in relation to the Scheme including any adjournments thereof |
|
"IFRS" |
International Financial Reporting Standards |
|
"IFRS NAV" |
total assets minus total liabilities, calculated in accordance with IFRS |
|
"IMA Framework Agreement" |
the framework amendment agreement between Tritax EuroBox, Bidco and the Manager dated on or around the date of this announcement |
|
"Investment Management Agreement" |
the investment management agreement between Tritax EuroBox and the Manager dated 14 June 2018 as amended from time to time |
|
"Jefferies" |
Jefferies International Limited |
|
"Lazard" |
Lazard & Co., Limited |
|
"Listing Rules" |
the rules and regulations made by the FCA under the Financial Services and Markets Act 2000 (as amended), and contained in the publication of the same name, as amended from time to time |
|
"London Stock Exchange" |
the London Stock Exchange plc or its successor |
|
"Long Stop Date" |
the date falling six months after the date of this announcement, or such later date, if any, (a) as Bidco and Tritax EuroBox may agree, or (b) (in a competitive situation) as may be specified by Bidco with the consent of the Panel, and in each case that (if so required) the Court may allow |
|
"Main Market" |
the London Stock Exchange's main market for listed securities |
|
"Manager" |
Tritax Management LLP |
|
"Market Abuse Regulation" |
assimilated Regulation (EU) 596/2014, as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended from time to time |
|
"Meetings" |
the Court Meeting and the General Meeting |
|
"Offer" |
subject to the consent of the Panel, should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the 2006 Act, the offer to be made by or on behalf of Bidco to acquire the entire issued, and to be issued, share capital of Tritax EuroBox on the terms and subject to the conditions to be set out in the related Offer Document, and, where the context admits, any subsequent revision, variation, extension or renewal of such offer |
|
"Offer Document" |
should the Acquisition be implemented by way of an Offer, the document to be sent to Tritax EuroBox Shareholders which will contain, amongst other things, the terms and conditions of the Offer |
|
"Offer Period" |
the offer period (as defined by the Takeover Code) relating to Tritax EuroBox which commenced on 3 June 2024 |
|
"Official List" |
the official list of the FCA |
|
"Opening Position Disclosure" |
has the same meaning as in Rule 8 of the Takeover Code |
|
"Panel" |
the Panel on Takeovers and Mergers |
|
"PRA" |
the Prudential Regulation Authority or its successor from time to time |
|
"Registrar of Companies" |
the Registrar of Companies in England and Wales |
|
"Regulations" |
the Uncertificated Securities Regulations 2001 |
|
"Regulatory Information Service" |
a regulatory information service as defined in the FCA Handbook |
|
"relevant securities" |
has the meaning given in the Takeover Code |
|
"Resolution(s)" |
the resolution(s) to be proposed at the General Meeting necessary to implement the Scheme, including a special resolution proposed in connection with, inter alia, implementation of the Scheme and certain amendments to be made to the articles of association of Tritax EuroBox |
|
"Restricted Jurisdiction" |
(i) any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if, in each case, information concerning the Acquisition (or Offer if applicable) is sent or made available to Tritax EuroBox Shareholders in that jurisdiction; and (ii) any sanctioned jurisdiction from time to time |
|
"Sanction Hearing" |
the hearing of the Court to sanction the Scheme under section 899 of the Companies Act 2006 |
|
"Scheme" |
the proposed scheme of arrangement under Part 26 of the 2006 Act between Tritax EuroBox and the holders of the Scheme Shares, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Tritax EuroBox and Bidco |
|
"Scheme Court Order" |
the order of the Court sanctioning the Scheme under section 899 of the Companies Act 2006 |
|
"Scheme Document" |
the document to be sent to Tritax EuroBox Shareholders and persons with information rights containing, amongst other things, the Scheme and notices of the Meetings |
|
"Scheme Record Time" |
the time and date to be specified in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately following the date of the Sanction Hearing |
|
"Scheme Shareholders" |
holders of Scheme Shares |
|
"Scheme Shares" |
all Tritax EuroBox Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme |
|
"SEGRO Offer" |
the offer for the entire issued and to be issued share capital of Tritax EuroBox announced on 4 September 2024 by SEGRO plc |
|
"SEGRO Offer Shareholder Meetings" |
the court meeting and the Tritax EuroBox general meeting convened for 24 October 2024 to consider the SEGRO Offer |
|
"SEGRO Share" |
the ordinary shares of 10p each in the capital of SEGRO plc |
|
"significant interest" |
a direct or indirect interest in 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the 2006 Act) |
|
"subsidiary", "subsidiary undertaking" and "undertaking" |
shall be construed in accordance with the 2006 Act |
|
"Takeover Code" |
the Takeover Code issued by the Panel on Takeovers and Mergers, as amended from time to time |
|
"Topped-up Net Initial Yield" |
has the meaning given to it as set out in paragraph 7 of Appendix 2 of this announcement; |
|
"Tritax EuroBox" |
Tritax EuroBox plc |
|
"Tritax EuroBox Board" |
the board of Tritax EuroBox Directors |
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"Tritax EuroBox Directors" |
the directors of Tritax EuroBox |
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"Tritax EuroBox Fourth Interim Dividend" |
a dividend of 1.25 cents per share in respect of the quarter ending 30 September 2024, to be announced, declared and paid prior to the Effective Date to Tritax EuroBox Shareholders who are on the register at the relevant record time in relation to such dividend |
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"Tritax EuroBox Group" |
Tritax EuroBox and its subsidiary undertakings and where the context permits, each of them |
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"Tritax EuroBox Shareholder(s)" |
holders of Tritax EuroBox Shares |
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"Tritax EuroBox Share(s)" |
the existing unconditionally allotted or issued and fully paid ordinary shares of €0.01 each in the capital of Tritax EuroBox and any further shares which are unconditionally allotted or issued before the Scheme becomes Effective and "Tritax EuroBox Share" means any one of them |
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"UK" or "United Kingdom" |
United Kingdom of Great Britain and Northern Ireland |
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"UK AIFMD" |
the Alternative Investment Fund Managers Regulations 2013 |
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"uncertificated" or "in uncertificated form" |
a share or other security title to which is recorded in the relevant register of the share or security as being held in uncertificated form, in CREST, and title to which, by virtue of the Regulations may be transferred by means of CREST |
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"Voting Record Time" |
the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined, expected to be 6.00 p.m. on the day which is two Business Days before the Court Meeting or, if the Court Meeting is adjourned, 6.00 p.m. on the day which is two Business Days before the date of such adjourned Court Meeting |
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"Wider Bidco Group" |
Bidco and its subsidiary undertakings, associated undertakings and any other undertaking in which Bidco and/or such undertakings (aggregating their interests) have a significant interest |
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"Wider Tritax EuroBox Group" |
Tritax EuroBox and its subsidiary undertakings, associated undertakings and any other undertaking in which Tritax EuroBox and/or such undertakings (aggregating their interests) have a significant interest |
References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this announcement.
All references to "pounds", "pounds Sterling", "Sterling", "GBP", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.
All references to "€", "EUR" and "cents" are to the European single currency.
All times referred to are London time unless otherwise stated.
A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be construed accordingly.
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