PUBLIC OPENING POSITION DISCLOSURE - SEGRO PLC

SEGRO PLC

16 September 2024

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	SEGRO PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	SEGRO PLC
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	13 SEPTEMBER 2024
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	YES - TRITAX EUROBOX PLC

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	NIL	-	NIL	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a)  Interests held by directors of SEGRO plc and their close relatives and related trusts Name No. of ordinary shares† Percentage of total issued share capital* Mary Elizabeth Barnard 12,380[1] 0.00% Susan Vivien Clayton 7,000 0.00% Soumen Das 733,294[2] 0.05% Carol Ann Fairweather 20,000 0.00% Simon William David Fraser 31,440 0.00% Andrew Harrison 564,755 0.04% David John Rivers Sleath 1,191,058 0.09% Dr Linda Yi-Chuang Yueh 4,716[3] 0.00% * Figures are rounded to two decimal places and are calculated on the basis of SEGRO plc having 1,352,370,760 ordinary shares of 10p each in issue (as set out in SEGRO plc's announcement dated 4 September 2024). † Unless otherwise indicated, ordinary shares are held legally and beneficially by the relevant director. In the case of Soumen Das and David John Rivers Sleath (and consistent with SEGRO plc's annual reporting), the number of ordinary shares stated includes all beneficial interests (including Share Incentive Plan shares), shares subject to deferral under the Deferred Share Bonus Plan ("DSBP") and shares held under the Long Term Incentive Plan ("LTIP") subject to the two-year post-vesting holding period, net of Income Tax and National Insurance, but excludes shares subject to the achievement of performance conditions under LTIP and options outstanding under Sharesave (in respect of which, see the table immediately below). [1] Held by a close relative of Mary Elizabeth Barnard.  2 35,947 ordinary shares are held on behalf of a close relative of Soumen Das; 3 Held by a close relative of Dr Linda Yi-Chuang Yueh. (b)  Interests held as options or awards under the share plans of SEGRO plc by the directors of SEGRO plc and their close relatives and related trusts Name Share plan under which option or award was granted[1] No. of ordinary shares in SEGRO plc under option or subject to award[1] Date of grant Exercise price Vesting date(s)2 Soumen Das LTIP 115,698 5 May 2022 Nil 5 May 2025 187,767 24 March 2023 Nil 24 March 2026 Sharesave 3,099 21 April 2023 580.80 pence 1 June 2026 - 30 November 2026 David John Rivers Sleath LTIP 186,709 5 May 2022 Nil 5 May 2025 303,010 24 March 2023 Nil 24 March 2026 Sharesave 3,099 21 April 2023 580.80 pence 1 June 2026 - 30 November 2026 [1] All LTIP awards are structured as conditional awards over ordinary shares. Sharesave is a HMRC approved option scheme. 2 All LTIP awards are subject to a three-year performance period followed by a two-year post-vesting holding period.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	16 September 2024
Contact name:	Stephanie Murton
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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