Publication and Posting of Scheme Document

Tritax EuroBox PLC

26 September 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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE
26 September 2024

RECOMMENDED ALL-SHARE OFFER
BY
SEGRO PLC ("SEGRO")
FOR
TRITAX EUROBOX PLC ("Tritax EuroBox")

PUBLICATION AND POSTING OF SCHEME DOCUMENT

On 4 September 2024, the boards of Tritax EuroBox and SEGRO announced that they had reached agreement on the terms of the recommended all-share offer by SEGRO for Tritax EuroBox (the "Announcement") pursuant to which SEGRO will acquire the entire issued and to be issued share capital of Tritax EuroBox (the "Transaction"). As described in the Announcement, it is intended that the Acquisition will be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Unless the context provides otherwise, words and expressions defined in the Scheme Document shall have the same meanings in this announcement.

Publication of the Scheme Document

The board of Tritax EuroBox is pleased to announce the publication of the scheme document in relation to the Scheme (the "Scheme Document") which, together with the associated Forms of Proxy, is today being posted by Tritax EuroBox to Tritax EuroBox Shareholders (save for Tritax Eurobox Shareholders in certain Restricted Jurisdictions).

The Scheme Document contains, amongst other things, the full terms and conditions of the Scheme, a letter from the Chair of Tritax EuroBox, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and the General Meeting, valuation reports pursuant to Rule 29 of the City Code on Takeover and Mergers (the "City Code"), and details of the actions to be taken by Scheme Shareholders entitled to vote at the Court Meeting and Tritax EuroBox Shareholders entitled to vote at the General Meeting.

The Scheme Document will be made available (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) free of charge, on Tritax EuroBox's website at https://www.tritaxeurobox.co.uk/investors/shareholder-information/recommended-all-share-offer/ and on SEGRO's website at www.segro.com/investors/disclaimer-agreement-sept-24 by no later than 12 noon on the Business Day following the publication of the Scheme Document and will be available up to and including the end of the Offer Period. The contents of these websites are not incorporated into, and do not form part of, this announcement.

Action required

As further described in the Scheme Document, before the Court is asked to sanction the Scheme, the Scheme will require the approval of Scheme Shareholders at the Court Meeting and the passing of the Resolution by Tritax EuroBox Shareholders at the General Meeting. The Court Meeting and the General Meeting are to be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW on 24 October 2024. The Court Meeting is scheduled to commence at 11.00 a.m. and the General Meeting is scheduled to commence at 11.15 a.m. (or as soon thereafter as the Court Meeting has concluded been adjourned or postponed). Notices of the Court Meeting and the General Meeting are set out in Parts 11 and 12, respectively, of the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or to appoint a proxy electronically either through the share portal service or through CREST as soon as possible and, in any event, by no later than 11.00 a.m. on 22 October 2024 in respect of the Court Meeting and 11.15 a.m. on 22 October 2024 in respect of the General Meeting in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Document.

Expected timetable of principal events

An expected timetable of principal events for the Scheme is set out in the Scheme Document and is also reproduced in the appendix to this announcement. Subject to the requisite approval of Scheme Shareholders at the Court Meeting and of Tritax EuroBox Shareholders at the General Meeting, the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective on or around 15 November 2024.

If the expected dates of the events following the Court Meeting and General Meeting (including (without limitation) the date of the Sanction Hearing) change, then Tritax EuroBox (or SEGRO, as applicable) will give adequate notice of such changes in an announcement released through a Regulatory Information Service.

It is intended that applications will be made to the London Stock Exchange to cancel trading in Tritax EuroBox Shares on the Main Market, and to the Financial Conduct Authority to cancel the listing of the Tritax EuroBox Shares on the Official List, in each case with effect from or shortly following the Effective Date. The last day of dealings in Tritax EuroBox Shares on the Main Market for listed securities of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.

Recommendation

The Tritax EuroBox Directors, who have been so advised by Lazard, Barclays and Jefferies as to the financial terms of the Transaction, consider the terms of the Transaction to be fair and reasonable. In providing their advice to the Tritax EuroBox Directors, Lazard, Barclays and Jefferies have taken into consideration the commercial assessments of the Tritax EuroBox Directors. Lazard is providing independent financial advice to the Tritax EuroBox Directors for the purposes of Rule 3 of the City Code.

Accordingly, taking into account the factors set out in paragraph 4 of Part 1 of the Scheme Document, the Tritax EuroBox Directors believe that the terms of the Transaction (including the Scheme) are in the best interests of Tritax EuroBox Shareholders as a whole and unanimously recommend that all Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that all Tritax EuroBox Shareholders vote in favour of the Resolution at the General Meeting (or, in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of the Offer), as the Tritax EuroBox Directors have irrevocably undertaken to do so in respect of their own beneficial holdings (and have undertaken to procure that their close relatives and related trusts do so in respect of their respective beneficial holdings) .

Shareholders should read carefully the whole of the Scheme Document (including any documents incorporated into the Scheme Document by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. Each of these documents contains important information relating to the Transaction. Any vote or decision in respect of, or other response to, the Transaction or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Document.

Helpline

If you have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and return the Forms of Proxy, please contact Tritax EuroBox's registrar, Computershare, The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZY or call on [phone], between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). All calls to the helpline may be recorded and monitored for security and training purposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Combination or give any legal, tax or financial advice.

All references to time shown in this announcement (including the appendix) are references to London (UK) time.

Enquiries:

Tritax EuroBox	[phone]
Robert Orr (Chair) Phil Redding (CEO) Mehdi Bourassi (CFO) Charles Chalkly (Director of Investor Relations)
Lazard (Lead Financial Adviser to Tritax EuroBox)	[phone]
Patrick Long Jolyon Coates Sebastian O'Shea-Farren
Barclays (Joint Financial Adviser and Joint Corporate Broker to Tritax EuroBox)	[phone]
Bronson Albery Tom Macdonald Callum West
Jefferies (Joint Financial Adviser and Joint Corporate Broker to Tritax EuroBox)	[phone]
Rishi Bhuchar Ed Matthews Gaudi Le Roux
Kekst CNC (PR Adviser to Tritax EuroBox)
Richard Campbell Guy Bates Tom Climie	[phone] [phone] [phone]
SEGRO	[phone]
David Sleath (Chief Executive) Soumen Das (Chief Financial Officer) Harry Stokes (Commercial Finance Director)       Claire Mogford (Head of Investor Relations)
UBS (Financial Adviser to SEGRO)	[phone]
Fergus Horrobin Jonathan Retter Jonathan Rowley Aadhar Patel George Dracup
FTI Consulting (PR Adviser to SEGRO)	[phone]
Richard Sunderland Eve Kirmatzis

APPENDIX

Expected timetable of principal events

Event	Time and/or date
Publication of the Scheme Document	26 September 2024
Latest time and date for receipt of the BLUE Form of Proxy or a CREST Proxy Instruction in respect of the Court Meeting	11.00 a.m. on 22 October 2024(1)
Latest time and date for receipt of the WHITE Form of Proxy or a CREST Proxy Instruction in respect of the General Meeting	11.15 a.m. on 22 October 2024(2)
Voting Record Time for the Court Meeting and the General Meeting	6.00 p.m. on 22 October 2024(3)
Court Meeting	11.00 a.m. on 24 October 2024
General Meeting	11.15 a.m. on 24 October 2024(4)
The following dates and times are indicative only and are subject to change(5)
Scheme Court Hearing	13 November 2024
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Tritax EuroBox Shares	14 November 2024(6)
Scheme Record Time	6.00 p.m. on 14 November 2024
Suspension of listing of Tritax EuroBox Shares on the Official List and from trading on the Main Market	7.30 a.m. on 15 November 2024
Effective Date of the Scheme	15 November 2024(7)
Cancellation of listing of, and trading in, the Tritax EuroBox Shares	by no later than 8.00 a.m. on 18 November 2024
New SEGRO Shares issued to Scheme Shareholders	by 8.00 a.m. on 18 November 2024
London Admission and commencement of dealings in New SEGRO Shares on the Main Market	at or shortly after 8.00 a.m. on 18 November 2024
Paris Admission and commencement of dealings in New SEGRO Shares on the regulated market of Euronext Paris	at or shortly after 8.00 a.m. on 18 November 2024
CREST accounts of Scheme Shareholders credited with New SEGRO Shares	at or shortly after 8.00 a.m. on 18 November 2024 but no later than 14 calendar days after the Effective Date
CREST accounts of Scheme Shareholders credited with cash due in relation to the sale of fractional entitlements	within 14 calendar days of the Effective Date
Despatch of (a) share certificates for New SEGRO Shares (in respect of Scheme Shares held in certificated form) and (b) cheques due in relation to the sale of fractional entitlements	within 14 calendar days of the Effective Date
Long Stop Date	4 March 2025(8)
All references to times shown in this announcement are references to London (UK) time.
The Court Meeting and the General Meeting will each be held at the offices of Ashurst LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW.

Notes:

(1)           It is requested that BLUE Forms of Proxy or CREST Proxy Instructions in respect of the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting or, in the case of any adjournment or postponement, not later than 48 hours before the time fixed for the holding of the adjourned or postponed Court Meeting (in each case, excluding any part of a day that is not a Business Day). BLUE Forms of Proxy that are not so lodged may be handed to the Chair of the Court Meeting or a representative of the Company's registrar, Computershare, at the Court Meeting venue before the start of the Court Meeting.

(2)           WHITE Forms of Proxy or CREST Proxy Instructions in respect of the General Meeting must be lodged at least 48 hours prior to the time appointed for the General Meeting or, in the case of any adjournment or postponement, not later than 48 hours before the time fixed for the holding of the adjourned or postponed General Meeting (in each case, excluding any part of a day that is not a Business Day). WHITE Forms of Proxy that are not so lodged may NOT be handed to the Chair of the General Meeting or a representative of the Company's registrar, Computershare, before the start of or at the General Meeting.

(3)           If either the Court Meeting or the General Meeting is adjourned or postponed, the Voting Record Time for the relevant adjourned or postponed Meeting will be 6.00 p.m. on the day which is two Business Days before the date set for such adjourned or postponed Meeting and only Scheme Shareholders (in the case of the Court Meeting) and Tritax EuroBox Shareholders (in the case of the General Meeting) on the register of members at such time shall be entitled to attend and vote at the relevant Meeting(s).

(4)           Or as soon thereafter as the Court Meeting shall have been concluded or been adjourned or postponed.

(5)           These dates and times are indicative only, may be subject to change (including as a result of changes to the Court timetable and, in particular, if an earlier date becomes available for the Scheme Court Hearing) and will depend, amongst other matters, on the date upon which: (i) the Conditions are satisfied or (where applicable) waived; and (ii) the Court sanctions the Scheme. Tritax EuroBox or SEGRO (as appropriate) will give notice of any change(s) to this indicative timetable by issuing an announcement through a Regulatory Information Service and, if required by the Panel, Tritax EuroBox will post notice(s) of the change(s) to Tritax EuroBox Shareholders and persons with information rights. All Scheme Shareholders have the right to attend the Scheme Court Hearing. For the avoidance of doubt, the foregoing is without prejudice to the Conditions (including the Conditions set out in paragraphs (a) and (b) of Part A of Part 4 of the Scheme Document and the dates specified therein).

(6)           Tritax EuroBox Shares will be disabled in CREST from 6.00 p.m. on such date.

(7)           The Scheme shall become Effective as soon as a copy of the Scheme Court Order has been delivered to the Registrar of Companies. This is expected to occur prior to the suspension of trading in Tritax EuroBox Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.

(8)           This is the latest date by which the Scheme may become Effective unless: (i) Tritax EuroBox and SEGRO agree a later date; or (ii) SEGRO specifies a later date (in a competitive situation with the consent of the Panel) and, in each case, as the Court may allow.

Important notices

You should read this announcement and the Scheme Document and if you are in any doubt as to the action you should take, consult an independent financial adviser. In making an investment decision you must rely on your own examination of the terms of the Scheme Document, including the merits and risks involved. If you have any questions about the Scheme Document, the Court Meeting or the General Meeting or are in any doubt as to how to complete the Forms of Proxy, please contact Computershare on the number set out above.

This announcement and the accompanying documents do not constitute or form part of an offer or an invitation to purchase or subscribe for any securities, or a solicitation of an offer to buy any securities, whether pursuant to this announcement or otherwise, in any jurisdiction in which such offer, invitation or solicitation is or would be unlawful.

This announcement does not comprise a prospectus or a prospectus equivalent document or an exempted document.

The contents of this announcement do not amount to, and should not be construed as, legal, tax, business or financial advice.

The statements contained in this announcement are made as at the date of this announcement, unless some other date is specified in relation to them, and publication of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Tritax EuroBox and for no one else in connection with the Transaction and the matters described in this announcement and will not be responsible to anyone other than Tritax EuroBox for providing the protections afforded to clients of Lazard or for providing advice in connection with the Transaction or any matter described in this announcement. Neither Lazard 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, in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein, the Transaction or otherwise.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Tritax EuroBox and for no one else in connection with the Transaction and the matters described in this announcement and will not be responsible to anyone other than Tritax EuroBox for providing the protections afforded to its clients or for providing advice in connection with the Transaction or the matters described in this announcement. In accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Tritax EuroBox and SEGRO securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Tritax EuroBox and for no one else in connection with the Transaction and the matters described in this announcement and will not be responsible to anyone other than Tritax EuroBox for providing the protections afforded to its clients or for providing advice in connection with the Transaction or the matters described 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, 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, the Transaction or otherwise.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the PRA and subject to regulation by the FCA and limited regulation by the PRA in the United Kingdom. UBS is acting as adviser to SEGRO and no one else in connection with the matters set out in this announcement. In connection with such matters, UBS, its affiliates and its or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Overseas jurisdictions

The release, publication or distribution of this announcement and any formal documentation relating to the Transaction in, into or from jurisdictions other than the United Kingdom may be restricted by law and/or regulation and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Tritax EuroBox Shares with respect to the Scheme at the Court Meeting or the Resolution at the General Meeting, or to execute and deliver Forms of Proxy appointing another person to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Transaction disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by SEGRO or required by the City Code, and permitted by applicable law and regulation, the New SEGRO Shares to be issued pursuant to the Transaction to Scheme Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Transaction by any such use, means, instrumentality or form from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Transaction. If the Transaction is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities from within any Restricted Jurisdiction.

The availability of New SEGRO Shares pursuant to the Transaction to Tritax EuroBox Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such New SEGRO Shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Tritax EuroBox Shareholders who are in doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

All Tritax EuroBox Shareholders or other persons (including nominees, trustees and custodians) who would otherwise intend to or may have a contractual or legal obligation to forward this announcement and the accompanying Forms of Proxy to a jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action.

US investors

Tritax EuroBox Shareholders in the United States should note that the Transaction relates to the shares of an English company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or the tender offer rules under the US Exchange Act. Accordingly, the Transaction is subject to the procedural and disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement involving a target company incorporated in England and listed on the London Stock Exchange, which differ from the requirements of US proxy solicitation or tender offer rules.

However if, in the future, SEGRO elects, with the consent of the Panel (where necessary), to implement the Transaction by means of an Offer and determines to extend such Offer into the United States, such Offer will be made in compliance with all applicable laws and regulations, including, without limitation, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and subject, in the case of participation by Tritax EuroBox Shareholders resident in the United States, to the availability of an exemption (if any) from the registration requirements of the US Securities Act and of the securities laws of any state or other jurisdiction of the United States. Such Offer would be made by SEGRO (or its affiliate) and no one else.

Financial information included in this announcement (or, if the Transaction is implemented by means of an Offer, the Offer Document) has been or will be prepared in accordance with UK IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. Generally accepted accounting principles in the United States differ in certain significant respects from UK IFRS.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) under the US Exchange Act (if applicable), SEGRO, certain affiliated companies and their nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in Tritax EuroBox other than pursuant to the Transaction, until the date on which the Transaction becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) under the US Exchange Act (if applicable), Barclays and its affiliates will continue to act as exempt principal trader in Tritax EuroBox Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the FCA and will be available on the London Stock Exchange website: www.londonstockexchange.com.

The New SEGRO Shares have not been and, unless SEGRO otherwise elects in the event of an Offer, will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New SEGRO Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or an exemption therefrom and unless in compliance with the securities laws of any state or other jurisdiction of the United States. The New SEGRO Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereof, Tritax EuroBox will advise the Court that the Court's sanctioning of the Scheme will be relied on by SEGRO as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to Tritax EuroBox Shareholders, at which hearing all such shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such shareholders.

None of the securities referred to in this announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the fairness or merits of such securities or the Transaction or upon the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is a criminal offence in the United States.

It may be difficult for US holders of Tritax EuroBox Shares to enforce their rights and claims arising out of the US federal securities laws, since SEGRO and Tritax EuroBox are each organised in countries other than the United States, and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders of Tritax EuroBox Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of Tritax EuroBox Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

The receipt of New SEGRO Shares pursuant to the Transaction by a US Tritax EuroBox Shareholder may be a taxable transaction for US federal income tax purposes, and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each Tritax EuroBox Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Transaction

Forward-looking statements

This announcement (including information incorporated by reference into this announcement), oral statements regarding the Transaction and other information published by SEGRO and Tritax EuroBox contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of SEGRO and Tritax EuroBox and their respective groups and certain plans and objectives with respect to the Combined Group. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of SEGRO and Tritax EuroBox about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Transaction on SEGRO and Tritax EuroBox, the expected timing and scope of the Transaction and other statements other than historical facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by SEGRO and/or Tritax EuroBox in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that are expected to occur in the future and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and readers are therefore cautioned not to place undue reliance on these forward-looking statements.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in global, political, economic, business and/or competitive conditions, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Each forward-looking statement speaks only as at the date of this announcement. Neither SEGRO nor Tritax EuroBox, nor their respective groups, assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or by the rules of any competent regulatory authority.

Dealing and Opening Position Disclosure Requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. 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 p.m. (London time) on the 10th Business Day (as defined in the City Code) following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the City Code) 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 City Code, any person who is, or becomes, interested in one per cent. 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 p.m. (London time) on the Business Day (as defined in the City Code) 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 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 [phone] 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

A copy of this announcement and the documents required to be published pursuant to Rules 26.1, 26.2 and 26.3 of the City Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on on Tritax EuroBox's website at https://www.tritaxeurobox.co.uk/investors/shareholder-information/recommended-all-share-offer/ and on SEGRO's website at www.segro.com/investors/disclaimer-agreement-sept-24 by no later than 12 noon (London time) on the Business Day following the publication of the Scheme Document..

Save as expressly referred to in this announcement, neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Availability of hard copies

In accordance with Rule 30.3 of the City Code, Tritax EuroBox Shareholders and persons with information rights may request a copy of the Scheme Document (and any accompanying documents and any information incorporated into it by reference to another source) in hard copy form free of charge. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Transaction should be in hard copy form. For persons who have received a copy of the Scheme Document in electronic form or via a website notification, a hard copy of the Scheme Document will not be sent to you unless you have previously notified Tritax EuroBox's registrar, Computershare, that you wish to receive all documents in hard copy form or unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of the Scheme Document (or any information incorporated into it by reference to another source) please contact Tritax EuroBox's registrar, Computershare, at The Pavilions, Bridgwater Road, Bristol, United Kingdom, BS99 6ZY, or by calling 0370 703 0010 or from overseas [phone]. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.

Scheme process

In accordance with Section 5 of Appendix 7 to the City Code, Tritax EuroBox will announce through a Regulatory Information Service key events in the Scheme process including the outcomes of the Meetings and the Scheme Court Hearing.

Unless otherwise consented to by the Court (if required) and the Panel, any modification or revision to the Scheme will be made no later than the date which is 14 days prior to the Meetings (or any later date to which such Meetings are adjourned or postponed).

 

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