Public opening position disclosure by a party to an offer

INDUSTRIALS REIT LIMITED
(Registered in Guernsey)
(Registration number 64865)
LSE share code: MLI JSE share code: MLI
ISIN: GG00BFWMR296
("Industrials REIT" or the "Company")

19 April 2023


PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
FORM 8 (OPD)


1.  KEY INFORMATION

(a) Full name of discloser:                                                 INDUSTRIALS REIT LIMITED

(b) Owner or controller of interests and short positions disclosed,         N/A
    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.

(c) Name of offeror/offeree in relation to whose relevant                   INDUSTRIALS REIT LIMITED
    securities this form relates:
    Use a separate form for each offeror/offeree

(d) Is the discloser the offeror or the offeree?                            OFFEREE

(e) Date position held:                                                     19 April 2023
    The latest practicable date prior to the disclosure

(f) In addition to the company in 1(c) above, is the discloser              N/A
    making disclosures in respect of any other party to the offer?
    If it is a cash offer or possible cash offer, state "N/A"

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                         Nil                0           Nil                   0
    controlled:

(2) Cash-settled derivatives:                                Nil                0           Nil                   0

(3) Stock-settled derivatives (including                     Nil                0           Nil                   0
    options) and agreements to
    purchase/sell:
    TOTAL:                                                   Nil                0           Nil                   0

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              N/A
subscription right exists:

Details, including nature of the rights concerned            N/A
and relevant percentages:

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 in Industrials REIT Limited's ordinary shares in which the directors of Industrials REIT Limited are
    interested (including their close relatives and related trusts):

    Class of relevant securities:                   Ordinary shares of EUR 0.000001258
    Director (or close relative and             Total number of         Percentage of total
    related trust)                     Industrials REIT Limited        issued share capital
                                           ordinary shares held     (excluding shares under
                                                                        option and treasury
                                                                                    shares)
    Paul Arenson                                        501,201                       0.16%
    Paul Miller                                          21,898                       0.00%
    James Beaumont                                       57,616                       0.01%
    Julian Carey                                      3,344,697                       1.12%
    Philip Holland                                       24,999                       0.00%
    Patsy Watson                                        455,375                       0.15%
    Richard Smith                                        15,000                       0.00%
    Louisa Bell                                          20,000                       0.00%
    Saruga Investments Limited*                       1,061,383                       0.35%
    Lonat Limited**                                  10,216,791                       3.44%
    Wetherby Holdings Limited***                      2,121,584                       0.71%
    Lucinda Grant****                                   100,000                       0.03%
    Rebecca Carey*****                                   33,705                       0.01%
    The Swallow Trust******                             733,562                       0.24%

    *Paul Arenson is a director of Saruga Investments Limited

    **Lonat Limited is a company controlled by a trust of which Paul Arenson is a discretionary beneficiary

    ***Wetherby Holdings Limited is a company controlled by a trust of which Paul Arenson is a discretionary
    beneficiary

    ****Lucinda Grant is the spouse of Richard Grant, who is a director of Industrials REIT Limited

    *****Rebecca Carey is the spouse of Julian Carey, who is a director of Industrials REIT Limited

    ******Patsy Watson is a discretionary beneficiary of The Swallow Trust

(b) Options over Industrials REIT Limited's ordinary shares held by the directors of Industrials REIT Limited and
    their close relatives and related trusts

    i)   Options and awards held by Paul Arenson

    Industrials REIT Long Term Incentive Plan 2018

              Grant Date           Number of       Exercise price   Vesting date      Expiry Date
                                   shares under
                                   option
                                   (including
                                   dividends)
              23 February 2018     132,746         Nil-cost         8 June 2020       23 February 2028
              7 June 2018          340,981         Nil-cost         7 June 2021       7 June 2028
              6 June 2019          244,181         Nil-cost         6 June 2022       6 June 2029
              12 June 2020         610,218*        Nil-cost         12 June 2023      12 June 2030
              11 June 2021         397,051*        Nil-cost         11 June 2024      11 June 2031
              10 June 2022         381,847*        Nil-cost         10 June 2025      10 June 2032

    Industrials REIT Short Term Incentive Plan 2018

              Grant Date           Number of       Exercise price   Vesting date      Expiry Date
                                   shares under
                                   option
                                   (including
                                   dividends)
              3 June 2015          262,273         Nil-cost         31 March          3 June 2025
                                                                    2017**
              8 June 2016          162,200         Nil-cost         31 March          8 June 2026
                                                                    2018**
              7 June 2018          143,540         Nil-cost         31 March          7 June 2028
                                                                    2020**
              6 June 2019          170,111         Nil-cost         31 March          6 June 2029
                                                                    2021**
              12 June 2020          33,788         Nil-cost         31 March          12 June 2030
                                                                    2022**
              11 June 2021         175,985         Nil-cost         31 March          11 June 2031
                                                                    2023**
              10 June 2022          86,489         Nil-cost         31 March          10 June 2032
                                                                    2024**

    Stenham Award

              Grant Date           Number of       Exercise price   Vesting date      Expiry Date
                                   shares under
                                   option
                                   (including
                                   dividends)
              3 June 2015          213,284         Nil-cost         30 September      3 June 2025
                                                                    2016

    Industrials REIT ShareSave Incentive Plan 2022

              Grant Date           Number of       Exercise price      Vesting date
                                   shares
              1 September 2022     12,373          £1.4547 per share   28 February 2026

    ii)   Options and awards held by Julian Carey

    Industrials REIT Long Term Incentive Plan 2018

              Grant Date        Number of          Exercise price   Vesting date      Expiry Date
                                shares under
                                option
                                (including
                                dividends)
              23 February 2018  127,591            Nil-cost         8 June 2020       23 February 2028
              7 June 2018       327,743            Nil-cost         7 June 2021       7 June 2028
              6 June 2019       234,700            Nil-cost         6 June 2022       6 June 2029
              12 June 2020      586,372*           Nil-cost         12 June 2023      12 June 2030
              11 June 2021      381,492*           Nil-cost         11 June 2024      11 June 2031
              10 June 2022      366,883*           Nil-cost         10 June 2025      10 June 2032

    Industrials REIT Short Term Incentive Plan 2018

              Grant Date        Number of          Exercise price   Vesting date      Expiry Date
                                shares under
                                option
                                (including
                                dividends)
              7 June 2018       34,492             Nil-cost         31 March          7 June 2028
                                                                    2020**
              6 June 2019       109,004            Nil-cost         31 March          6 June 2029
                                                                    2021**
              12 June 2020      32,476             Nil-cost         31 March          12 June 2030
                                                                    2022**
              11 June 2021      169,109            Nil-cost         31 March          11 June 2031
                                                                    2023**
              10 June 2022      83,099             Nil-cost         31 March          10 June 2032
                                                                    2024**

    Industrials REIT ShareSave Incentive Plan 2022

              Date of award        Number of shares        Exercise price          Vesting date
              1 September 2022     4,949                   £1.4547 per share       28 February 2026

    iii) Options and awards held by James Beaumont

    Industrials REIT Long Term Incentive Plan 2018

              Grant Date        Number of          Exercise price   Vesting date      Expiry Date
                                shares under
                                option
                                (including
                                dividends)
              6 June 2019       130,884            111.71 pence     31 March          6 June 2029
                                per share                           2022***
              12 June 2020      117,053            104.92 pence     31 March          12 June 2030
                                per share                           2023***
              11 June 2021      126,493*           Nil-cost         11 June 2024      11 June 2031
              10 June 2022      111,073*           Nil-cost         10 June 2025      10 June 2032

    Industrials REIT Short Term Incentive Plan 2018

              Grant Date        Number of          Exercise         Vesting date
                                shares             price
              12 June 2020      3,703              Nil-cost         31 March          12 June 2030
                                                                    2022**
              11 June 2021      18,694             Nil-cost         31 March          11 June 2031
                                                                    2023**
              10 June 2022      25,102             Nil-cost         31 March          10 June 2032
                                                                    2024**

    Industrials REIT ShareSave Incentive Plan 2022

              Date of award        Number of shares        Exercise price           Vesting date
              1 September 2022     2,474                   £1.4547 per share       28 February 2026

*Subject to the assessment of the satisfaction of the relevant performance conditions.
**One third of the award vests on the date of the award, one third vests on the first anniversary of the end of the
financial year-end in respect of which the award arises and one third of the award vests on the third anniversary
of the end of the financial year-end in respect of which the award arises.
***For market-value options: One third of the award vests on the first anniversary of the financial year-end
immediately preceding the date of award, one third of the award vests on the second anniversary of the financial
year end immediately preceding the date of award and one third of the award vests on the third anniversary of the
financial year-end immediately preceding the date of award.

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:                                          19 April 2023

Contact name:                                                Sarah Bellilchi

Telephone number:                                             44 (0) 20 3918 6641


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
 44 (0)20 7638 0129.

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

For further information:
Industrials REIT Limited                                      44(0)20 3918 6600
Paul Arenson (paul.arenson@industrials.co.uk)
Julian Carey (julian.carey@industrials.co.uk)
James Beaumont (james.beaumont@industrials.co.uk)

Numis Securities Limited (Financial Adviser)                  44(0)20 7260 1000
Hugh Jonathan
Vicki Paine
 
FTI Consulting (PR Adviser)                                   44(0)20 3727 1000
Richard Sunderland
Richard Gotla
Neel Bose
industrialsreit@fticonsulting.com
 
Java Capital                                                  27 (0)11 722 3050
(JSE Sponsor)
 
About Industrials REIT:
Industrials REIT is a UK REIT with a primary listing on the London Stock Exchange and a secondary listing on the
Johannesburg Stock Exchange. The objective of the Company is to deliver a combination of sustainable growing income and
growth in value to its investors. Industrials REIT focuses on owning and operating a diversified portfolio of UK purpose built
multi-let industrial (MLI) estates across the UK. The Company aspires to be the leading MLI business in the UK. For further
information, go to www.industrialsreit.com.

Date: 19-04-2023 04:30:00
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