Termination of BBOX Offer for Warehouse REIT
Summary by AI BETAClose X
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
27 August 2025
Termination of BBOX Offer for Warehouse REIT
On 4 June 2025, the boards of Wapping Bidco Ltd ("Wapping Bidco"), a newly-formed company indirectly owned by investment funds advised by affiliates of Blackstone Inc., and Warehouse REIT PLC ("Warehouse REIT", or the "Company") announced that they had reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Warehouse REIT by Wapping Bidco (the "Original Blackstone Offer").
On 25 June 2025, the boards of Tritax Big Box REIT plc ("BBOX") and Warehouse REIT announced that they had reached agreement on the terms of a recommended cash and share offer pursuant to which BBOX will acquire the entire issued and to be issued ordinary share capital of Warehouse REIT (the "BBOX Offer") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006.
On 10 July 2025, Wapping Bidco announced the terms of an increased cash offer (the "Increased Blackstone Offer") to be effected by a takeover offer (as defined in section 974 of the Companies Act), rather than by means of a scheme of arrangement, and conditional on valid acceptances of more than 50 per cent. of the Increased Blackstone Offer. Under the terms of the Increased Blackstone Offer, Warehouse REIT shareholders are entitled to receive 113.4 pence in cash per share. Inclusive of the Warehouse July Dividend, the total transaction value of the Increased Blackstone Offer is 115.0 pence per Warehouse REIT share.
On 11 July 2025, the Warehouse Independent Directors announced that they had withdrawn their recommendation that Warehouse REIT shareholders vote in favour of the BBOX Offer, and instead recommended unanimously that Warehouse REIT shareholders accept the Increased Blackstone Offer.
On 22 August 2025, BBOX confirmed that it will not increase the financial terms of the BBOX Offer and, accordingly, the BBOX Offer is now final.
Subsequently on 22 August 2025, Wapping Bidco announced that it had acquired Warehouse REIT shares, meaning that Wapping Bidco (or its wholly owned subsidiary) owned Warehouse REIT shares in sufficient number that, as a result of this acquisition, under Rule 9 of the Takeover Code, the offer now constitutes a recommended mandatory cash offer (the "Recommended Blackstone Mandatory Offer"). In its most recent disclosure on 26 August 2025, Wapping Bidco announced that Wapping Bidco (or its wholly owned subsidiary) either owns, or holds or has received irrevocable undertakings to accept (or procure or instruct the acceptance) of the offer in respect of 145,863,381 Warehouse REIT shares, representing approximately 34.33% of Warehouse REIT's existing issued ordinary share capital.
BBOX has confirmed to Warehouse REIT that it has no intention to exercise its right to implement the BBOX Offer by way of a takeover offer as an alternative to the proposed scheme of arrangement. BBOX has also confirmed to Warehouse REIT that it no longer wishes to proceed with the BBOX Offer.
The Warehouse REIT board has therefore determined not to proceed with the scheme of arrangement required to implement the BBOX Offer or to convene any Warehouse REIT shareholder meeting for the purposes of considering the BBOX Offer. In addition, the Warehouse REIT board has provided its consent to the Panel on Takeovers and Mergers (the "Panel") to release BBOX from its obligation under Rule 2.7(b) and Rule 24.1 of the City Code on Takeovers and Mergers (the "Code") to proceed with the BBOX Offer and BBOX has confirmed that it will not proceed with the BBOX Offer.
As a result, the Panel has confirmed to Warehouse REIT and BBOX that:
i. BBOX is released from its obligation under Rule 2.7(b) and Rule 24.1 of the Code to proceed with the BBOX Offer; and
ii. BBOX is subject to the restrictions set out in Rule 35.1 of the Code and is prohibited from, amongst other things, making any offer for Warehouse REIT without the consent of the Panel for a period of 12 months.
This announcement has been made with the consent of BBOX.
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Enquiries
Warehouse REIT plc
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via FTI Consulting |
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Peel Hunt LLP (Joint Financial Adviser) Capel Irwin Michael Nicholson Henry Nicholls Sam Cann
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+44 (0) 207 418 8900 |
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Jefferies International Limited (Joint Financial Adviser) Tom Yeadon Paul Bundred Andrew Morris James Umbers
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+44 (0) 207 029 8000 |
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FTI Consulting (Financial PR & IR Adviser) Dido Laurimore Richard Gotla Oliver Parsons |
+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.
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