Business
Statement re Update on Recommended Cash Offer
This RNS announcement details a recommended mandatory cash offer for Warehouse REIT plc ("Warehouse") by Wapping Bidco Ltd ("Bidco"), indirectly owned by funds advised by affiliates of Blackstone Inc. Bidco offers 113.4 pence in cash per Warehouse Share. Tritax Big Box REIT plc's competing offer is now final. Bidco (or its subsidiary) now owns or has irrevocable undertakings to accept offers for 129,686,017 Warehouse Shares, approximately 30.52% of Warehouse's issued share capital. The offer is now mandatory and conditional only on Bidco acquiring over 50% of the voting rights. If Bidco acquires 75% or more of the shares, Warehouse shares will be delisted. If Bidco acquires 90% or more, a compulsory acquisition of remaining shares will occur at the offer price. Settlement will be within 14 days of the offer becoming unconditional. Disclaimer*
About this update from Tritax Big Box Reit Plc
[{"type":"text","content":"\n\nNOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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 SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.\nFOR IMMEDIATE RELEASE\n22 August 2025\nRECOMMENDED MANDATORY CASH OFFER\nfor\nWarehouse REIT plc (\"Warehouse\")\nby\nWapping Bidco Ltd (\"Bidco\")\na newly-formed company indirectly owned by investment funds advised by affiliates of\nBlackstone Inc.\n1. Introduction\nOn 10 July 2025, Bidco announced the terms of an increased cash offer for the entire issued and to be issued share capital of Warehouse, to be effected by means of a takeover offer (as defined in section 974 of the Companies Act) (the \"Offer\"). On the same day, the full terms and conditions of the Offer and the procedures for acceptance (the \"Offer Document\"), together with the related Form of Acceptance, were published and posted to Warehouse Shareholders. This announcement should be read in conjunction with the full text of the Offer Document. Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Offer Document.\nUnder the terms of the Offer, Warehouse Shareholders will be entitled to receive 113.4 pence in cash for each Warehouse Share (the \"Offer Price\").\nEarlier today, Tritax Big Box REIT (\"BBOX\") plc announced that it will not be increasing the financial terms of its cash and share offer for the entire issued share capital of Warehouse and, accordingly, its offer is now final.\n \n2. Further Share Acquisitions\nBidco is pleased to announce that Wapping Holdings Limited (a wholly-owned subsidiary of Bidco) has today acquired a further 71,054,871 Warehouse Shares, at a price per share up to or equal to the Offer Price. As a result, Bidco (or its wholly owned subsidiary) now owns a total of 128,508,597 Warehouse Shares, representing approximately 30.25 per cent. of Warehouse's existing issued ordinary share capital.\nIn addition, Bidco has received irrevocable undertakings to accept (or procure or instruct the acceptance of) the Offer from the Warehouse Independent Directors wh...