Statement regarding increased offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
10 July 2025
Statement regarding increased offer and publication of Offer Document
by
Wapping Bidco Ltd. ("Bidco" or "Blackstone")
a newly-formed company indirectly owned by investment funds advised by affiliates of
Blackstone Inc.
The Board of Warehouse REIT plc ("Warehouse REIT") notes the recent announcement from Blackstone containing the revised terms of its cash offer for the entire issued and to be issued ordinary share capital of Warehouse REIT (the "Blackstone Offer"). These revised terms include (i) an increase in the Cash Consideration to 113.4p and (ii) the inclusion of the right for shareholders to receive and retain Warehouse REIT's fourth interim dividend of 1.6 pence per share which is expected to be paid later this month.
The Warehouse REIT Board also notes the publication of the offer document containing full terms and conditions of the Blackstone Offer (the "Blackstone Offer Document"). The Warehouse REIT Board is reviewing the revised terms of the Blackstone Offer with its advisers and will continue to engage in extensive shareholder discussions. The Warehouse REIT Board has always been, and will remain, objective and resolutely focused on carrying out its fiduciary duties in the interests of Warehouse REIT Shareholders.
The Warehouse REIT Board further notes that Wapping Holdings Limited ("Wapping Holdings"), a wholly owned subsidiary of Bidco, has today agreed to acquire a total of 44,581,867 Warehouse Shares, representing approximately 10.49 per cent. of the issued share capital of Warehouse as at the date of this announcement at a price per share equal to the increased Cash Consideration.
Further announcements will be made as appropriate and in the meantime Warehouse REIT Shareholders are advised to take no action in relation to the Blackstone Offer.
|
Enquiries Warehouse REIT plc
|
via FTI Consulting |
|
Peel Hunt LLP (Joint Financial Adviser) Capel Irwin Michael Nicholson Henry Nicholls
|
+44 (0) 207 418 8900 |
|
Jefferies International Limited (Joint Financial Adviser) Tom Yeadon Paul Bundred Andrew Morris James Umbers |
+44 (0) 207 029 8000 |
|
FTI Consulting (Financial PR & IR Adviser) Dido Laurimore Richard Gotla
|
+44 (0) 203 727 1000 |
Notices related to advisers
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for Warehouse REIT and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Warehouse REIT for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Warehouse REIT and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Warehouse REIT for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, 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.
Publication on website
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of Warehouse REIT at https://warehousereit.co.uk/investors promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 4 hours ago Savannah Energy
- 5 hours ago Buccaneer Energy PLC
- 5 hours ago Savannah Energy
- 5 hours ago Carclo
- 6 hours ago Schroder Japan Growth Fund