Business
Warehouse REIT plc Auction Procedure
Warehouse REIT PLC ("Warehouse") is the subject of competing takeover bids from Wapping Bidco Ltd (indirectly wholly owned by funds advised by affiliates of Blackstone Inc.) and Tritax Big Box REIT PLC ("BBOX"). Initially, Wapping Bidco offered a cash bid, later increased, while BBOX offered shares and cash. Warehouse initially recommended Wapping Bidco's original offer, then BBOX's offer, and finally switched back to Wapping Bidco's increased cash offer. As neither offeror has declared their offer final, a competitive situation exists, triggering an auction process under Appendix 8 of the Takeover Code, beginning August 26th, 2025, and potentially lasting until September 1st, 2025. The auction allows for up to five days of bidding, with specific rules determining participation on each day. If one bidder declares “no increase”, the other can make a revised offer by 5:00 PM on August 26th, 2025. After the auction, further price revisions are restricted unless a third party makes a bid. If Warehouse pays a dividend before the offer period ends, the offer price will be adjusted accordingly. Disclaimer*
About this update from Tritax Big Box Reit Plc
[{"type":"text","content":"\n2025/12\nWAREHOUSE REIT PLC (\"WAREHOUSE\")\nWAPPING BIDCO LTD\n(A NEWLY FORMED COMPANY INDIRECTLY WHOLLY OWNED BY INVESTMENT FUNDS ADVISED BY AFFILIATES OF BLACKSTONE INC.) (\"WAPPING BIDCO\")\nTRITAX BIG BOX REIT PLC (\"BBOX\")\nOn 4 June 2025, the boards of Warehouse and Wapping Bidco announced that they had reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Warehouse (the \"Original Wapping Bidco Offer\"), to be implemented by means of a scheme of arrangement.\nOn 25 June 2025, the boards of Warehouse and BBOX announced that they had reached agreement on the terms of a recommended shares and cash offer for the entire issued and to be issued share capital of Warehouse (the \"BBOX Offer\"), to be implemented by means of a scheme of arrangement. The Warehouse board also announced that it had withdrawn its recommendation of the Original Wapping Bidco Offer.\nOn 10 July 2025, Wapping Bidco announced an increased cash offer for the entire issued and to be issued share capital of Warehouse (the \"Increased Wapping Bidco Offer\"), to be implemented by means of a contractual offer (Wapping Bidco having switched from a scheme of arrangement to a contractual offer in accordance with Section 8(a) of Appendix 7 of the Takeover Code).\nOn 10 July 2025, Wapping Bidco also published an offer document in relation to the Increased Wapping Bidco Offer.\nOn 11 July 2025, the board of Warehouse switched its recommendation from the BBOX Offer to the Increased Wapping Bidco Offer. Consequently, Warehouse has not published a scheme circular in relation to the BBOX Offer.\nOn 1 August 2025, the Panel Executive published Statement 2025/11 which provided that, for the purposes of Note 2(a)(i) on Rule 32.5 of the Code, unless the Executive consents otherwise, the latest date on which Wapping Bidco or BBOX may announce a revised offer would be 25 August 2025 (being the 46th day following the publication of the offer document in relation to the Increased Wapping Bidco Offer).\nOn the basis that neither offeror has declared its offer final, such that either offer may be increased or otherwise revised, a competitive situation continues to exist for the purposes of Rule 32.5.\nIn order to provide an orderly framework for the resolution of this competitive situation,...