Update re Possible Offer

Tritax EuroBox PLC

01 July 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

1 July 2024

Tritax EuroBox plc

Update re Possible Offer

On 3 June 2024, Brookfield Asset Management ("Brookfield") announced that it was at the early stages of assessing a possible cash offer for the entire issued and to be issued share capital of Tritax EuroBox plc ("Tritax EuroBox" or the "Company") (the "Possible Offer").

Since the announcement, the Board of Tritax EuroBox (the "Board") has engaged extensively with Brookfield, including through the provision of due diligence information, and has received a series of indicative proposals from Brookfield.

In accordance with Rule 2.6(a) of the Code, Brookfield was required by no later than 5.00 pm (London time) on 1 July 2024 either to announce a firm intention to make an offer for Tritax EuroBox in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Tritax EuroBox, in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies.

In order to facilitate ongoing discussions and due diligence, and in accordance with Rule 2.6(c) of the Code, the Board of Tritax has requested and the Takeover Panel has consented to an extension of this deadline to 5.00 pm (London time) on 29 July 2024. This deadline can be extended by the Board with the consent of the Takeover Panel.

In addition, the Board confirms that, following the announcement of Brookfield's possible cash offer on 3 June 2024, it is in discussions with a number of parties from whom it has received and/or solicited expressions of interest regarding a possible offer for the Company. The Board has also provided such parties with access to due diligence information.

The Takeover Panel has granted a dispensation from the requirement of Rule 2.4(b) of the Code such that the Company is not required to identify in this announcement any potential offeror whose existence it has referred to unless that potential offeror has been specifically identified in any rumour or speculation.

There can be no certainty that any firm offer will be made by Brookfield or any other party, nor as to the terms of any such offer.

A further announcement will be made as appropriate. In the meantime, shareholders are advised to take no action.

Enquiries:

Tritax EuroBox                                                                                                                   [phone]

Robert Orr, Chair

Phil Redding, CEO

Mehdi Bourassi, CFO

Charles Chalkly, Director of Investor Relations

Lazard (Lead Financial Adviser)                                                                                       [phone]

Patrick Long

Jolyon Coates

Sebastian O'Shea-Farren

Jefferies (Joint Financial Adviser and Joint Corporate Broker)                                    [phone]

Rishi Bhuchar

Ed Matthews

Gaudi Le Roux

Barclays (Joint Financial Adviser and Joint Corporate Broker)                                    [phone]

Bronson Albery

Tom Macdonald

Callum West

Kekst CNC (PR Adviser)

Richard Campbell                                                                                                                 [phone]

Guy Bates                                                                                                                             [phone]

Tom Climie                                                                                                                            [phone]

Inside information

The information contained within this announcement is deemed by Tritax EuroBox to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.

For the purposes of MAR, this announcement is being made on behalf of Tritax EuroBox by Hana Beard, Company Secretary.

Notices related to financial advisers

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting exclusively as financial adviser to Tritax EuroBox and no one else in connection with the Possible Offer 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 Possible Offer 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 Possible Offer, this announcement, any statement contained herein or otherwise.

Barclays Bank PLC ("Barclays"), acting through its investment bank, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority (the "PRA"), is acting exclusively as financial adviser to 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.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the UK by the FCA, is acting exclusively for Tritax EuroBox and no one else in connection with the Possible Offer 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 Possible Offer or any matter referred to herein. 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, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with the Possible Offer, 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, 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.

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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, as at the close of business on 28 June 2024 (being the business day prior to the date of this announcement), Tritax EuroBox confirms that it had in issue 806,803,984 ordinary shares of 1 pence per share, each with voting rights and admitted to trading on the Main Market of the London Stock Exchange under the ISIN code GB00BG382L74.

Rule 26.1 information

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Tritax EuroBox's website at www.tritaxeurobox.co.uk no later than 12 noon (London time) on the business day following the date of this announcement.

For the avoidance of doubt, the contents of the website referred to in this announcement are not incorporated into, and do not form part of, this announcement.

Additional Information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Tritax EuroBox who are not resident in the United Kingdom may be affected by the laws of other relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Tritax EuroBox who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

 

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