Final possible cash offer for Industrials REIT Limited
INDUSTRIALS REIT LIMITED
(Registered in Guernsey)
(Registration number 64865)
LSE share code: MLI JSE share code: MLI
ISIN: GG00BFWMR296
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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND
MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION
TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY
FIRM OFFER WILL BE MADE
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
3 April 2023
Final Possible Cash Offer for Industrials REIT Limited ("Industrials REIT", or the "Company")
The Board of Industrials REIT and Blackstone Inc. ("Blackstone") are pleased to announce that,
following a period of extensive negotiations, they have reached agreement on the key financial terms
of a final proposal for a possible cash offer for Industrials REIT to be made by a new entity controlled
by one or more of the investment funds advised by Blackstone or any of its affiliates (the "Blackstone
Funds") (the "Final Offer").
Under the terms of the Final Offer, Industrials REIT shareholders would receive 168 pence per ordinary
share in cash. The Final Offer represents a premium of:
- 42.4 per cent to the Industrials REIT closing price of 118.0 pence per share on 31 March 2023;
and
- 40.6 per cent to the Industrials REIT 1-month volume weighted average share price of 119.5
pence on 31 March 2023.
The Board of Industrials REIT has indicated to Blackstone that it intends to recommend the financial
terms of the Final Offer to Industrials REIT shareholders, should a firm intention to make an offer
pursuant to Rule 2.7 of the Code be announced on such terms. Any announcement by Blackstone of a
firm intention to make an offer pursuant to Rule 2.7 remains subject to the satisfaction or waiver (by
Blackstone) of a limited number of customary pre-conditions, including completion of confirmatory
due diligence, which Blackstone and Industrials REIT are working closely together to complete as soon
as is practicable. The Final Offer is not subject to a financing pre-condition.
The directors of Industrials REIT and persons connected to them are interested in, either legally or
beneficially, approximately 18,707,810 Industrials REIT shares, in aggregate, representing
approximately 6.30 per cent of the issued share capital of Industrials REIT (excluding shares held in
treasury). The directors of Industrials REIT intend to give customary hard irrevocable undertakings in
respect of the 5,502,168 Industrial REIT shares they directly control and seek to obtain such
irrevocable undertakings in respect of the 13,205,642 Industrials REIT shares held by their connected
persons, in each case to vote in favour of the offer, should a firm intention to make an offer be
announced on the same financial terms as the Final Offer.
Blackstone and Industrials REIT are targeting the announcement of a firm intention to make an offer,
pursuant to Rule 2.7 of the Code, by 14 April 2023, and a further announcement will be made as
appropriate.
Important Code notes
This announcement has been made with the consent of Blackstone. There can be no certainty that
any firm offer will be made for the Company, even if the pre-conditions referred to above are satisfied
or waived. Blackstone has reserved its right to waive, in whole or in part, any pre-condition at any time
and at its sole discretion.
In accordance with Rule 2.6(a) of the Code, the Blackstone Funds are required, by not later than 5:00
pm (London time) on 1 May 2023, to either announce a firm intention to make an offer for the
Company in accordance with Rule 2.7 of the Code or announce that the Blackstone Funds do not
intend to make an offer for the Company, in which case the announcement will be treated as a
statement to which Rule 2.8 of the Code applies. This deadline may only be extended with the consent
of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.5(a) of the Code, Blackstone reserves the right to make an offer for
Industrials REIT on less favourable terms than those described in this announcement: (i) with the
agreement or recommendation of the Board of Industrials REIT; (ii) if a third party announces a firm
intention to make an offer for Industrials REIT which, at that date, is of a value less than the value of
the Final Offer; or (iii) following the announcement by Industrials REIT of a Rule 9 waiver transaction
pursuant to Appendix 1 of the Code. Save as in the circumstances set out below, Blackstone is required
to reduce the terms of the Final Offer to take account of the value of any dividend or other distribution
which is paid, or becomes payable by Industrials REIT after the date of this announcement.
The financial terms of the Final Offer are final and will not be increased, save that Blackstone reserves
the right to revise and increase the financial terms of the Final Offer where: (i) there is an
announcement of a possible offer or a firm intention to make an offer for Industrials REIT by any third
party; or (ii) the Panel otherwise provides its consent.
Enquiries
Industrials REIT 44 20 3918 6600
Paul Arenson
Julian Carey
James Beaumont
Numis (Joint Financial Adviser and Corporate Broker to Industrials 44 20 7260 1000
REIT)
Hugh Jonathan
Stuart Ord
Eastdil Secured (Joint Financial Adviser to Industrials REIT) 44 20 7074 4950
Max von Hurter
Tomas Ribeiro
FTI Consulting (Financial PR Adviser to Industrials REIT) 44 20 3727 1000
Richard Sunderland
Richard Gotla
Java Capital (JSE Sponsor to Industrials REIT) 27 11 722 3050
Tanya de Mendonca
Daniel Ross
Blackstone 44 75 5367 3528
Dafina Grapci-Penney
Rothschild & Co (Financial Adviser to Blackstone) 44 20 7280 5000
Alex Midgen
Sam Green
Important notice related to financial advisers
Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively for Industrials REIT and no one else in connection
with the matters set out in this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to anyone other than
Industrials REIT for providing the protections afforded to clients of Numis, nor for providing advice in
relation to any matter referred to herein. Neither Numis 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 Numis in connection with this announcement, any statement
contained herein or otherwise.
Eastdil Secured International Limited ("Eastdil Secured"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser for
Industrials REIT and no one else in connection with the matters set out in this announcement and will
not be responsible to anyone other than Industrials REIT for providing the protections afforded to
clients of Eastdil Secured, or for providing advice in connection with the content of this announcement
or any matter referred to herein. Neither Eastdil Secured nor any of its subsidiaries, affiliates or
branches 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 Eastdil Secured in connection with this announcement, any statement or other matter or
arrangement referred to herein or otherwise.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for Blackstone and for no one else in
connection with the subject matter of this announcement and will not be responsible to anyone other
than Blackstone for providing the protections afforded to its clients or for providing advice in
connection with the subject matter of this announcement.
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.
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
Takeover 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 44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position disclosure or a dealing
disclosure.
In accordance with Rule 2.4(c)(iii) of the Code, Blackstone confirms that it is not aware of any dealings
in Industrials REIT shares that would require a minimum level, or particular form, of consideration that
it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate) if it were to make an
offer. However, prior to this announcement it has not been practicable for Blackstone to make
enquiries of all persons acting in concert with it to determine whether any dealings in Industrials REIT
shares by such persons give rise to a requirement under Rule 6 or Rule 11 of the Code for Blackstone,
if it were to make an offer, to offer any minimum level, or particular form, of consideration. Any such
details shall be announced as soon as practicable and in any event by no later than the deadline for
Blackstone’s Opening Position Disclosure.
MAR
This Announcement contains inside information for the purposes of Article 7 of 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). Upon publication of this announcement, this inside information will be
considered to be in the public domain.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to
certain restrictions relating to persons resident in restricted jurisdictions) at www.industrialsreit.com
by no later than 12 noon (London time) on the business day following the date of this announcement.
The content of the website referred to in this announcement is not incorporated into and does not
form part of this announcement.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, as at the close of business on 31 March 2023 (being the
business day prior to the date of this announcement), Industrials REIT confirms that it had in issue
296,860,448 ordinary shares of EUR 0.000001258 each (excluding ordinary shares held in treasury).
Industrials REIT has a primary listing and is admitted to trading on the Main Market of the London
Stock Exchange and a secondary listing on the Main Board of the Johannesburg Stock Exchange under
the ISIN code GG00BFWMR296.
Additional Information
This announcement 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 Industrials REIT who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject
to the laws of any jurisdiction other than the United Kingdom or shareholders of Industrials REIT who
are not resident in the United Kingdom will need to inform themselves about, and observe any
applicable requirements.
Date: 03-04-2023 08:00:00
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