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 SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

14 APRIL 2023

RECOMMENDED FINAL* CASH OFFER

for

Industrials REIT Limited

by

Sussex Bidco LP ("Bidco")

a newly-formed limited partnership indirectly owned by investment funds advised by affiliates of Blackstone Inc. ("Blackstone")

to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law 2008, as amended

Summary

·            The boards of Bidco and Industrials REIT Limited ("Industrials") are pleased to announce that they have agreed the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Industrials by Bidco. 

·            The Acquisition is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law.

·            Under the terms of the Acquisition, which shall be subject to the further conditions and terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Scheme Shareholders shall be entitled to receive:

for each Scheme Share:                       168 pence in cash (the "Final Offer Price")

·            The Final Offer Price represents a premium of approximately:

o  42.4 per cent. to the closing price per Industrials Share of 118.0 pence on 31 March 2023 (being the last Business Day prior to the commencement of the Offer Period);

o  40.6 per cent. to the volume weighted average price per Industrials Share of 119.5 pence for the one-month period ended 31 March 2023 (being the last Business Day prior to the commencement of the Offer Period); and

o  a material premium to the Industrials Directors' expectations of the rolled-forward 31 March 2023 unaudited EPRA NTA per share, which will be contained within the Scheme Document.

·            The Acquisition values the entire issued and to be issued ordinary share capital of Industrials at approximately £511,196,472 on a fully diluted basis.

·            The financial terms of the Acquisition are final and will not be increased, except that Bidco reserves the right to increase the Final Offer Price where: (i) there is an announcement of a possible offer or a firm intention to make an offer for Industrials by any third party; or (ii) the Panel otherwise provides its consent.

·            The Scheme Document will contain a valuation of Industrials' property portfolio in accordance with Rule 29 of the Takeover Code.

·            If, on or after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the Industrials Shares (in each case with a record date prior to the Effective Date), the Cash Consideration will automatically be reduced by an amount equal to the amount of such dividend and/or distribution and/or return of capital (other than in circumstances where Bidco is permitted to increase the Final Offer Price, in which case the Cash Consideration shall not automatically be reduced, but Bidco reserves the right to elect to reduce the Cash Consideration by such amount). Where the Cash Consideration is so reduced, any reference in this Announcement to the Cash Consideration will automatically be deemed to be a reference to the Cash Consideration as so reduced by the amount of such dividend and/or distribution and/or return of capital. In such circumstances, Industrials Shareholders would be entitled to receive and retain any such dividend or other distribution and/or return of capital. Any automatic reduction of the Cash Consideration or other exercise by Bidco of its rights and/or obligations referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme. 

·            The Cash Consideration is priced in pounds sterling. However, Industrials Shareholders on the South African register will, as is required, receive any Cash Consideration due to them under the terms of the Acquisition in South African Rand. The Scheme Document will include further details in relation to this currency exchange.

Information on Industrials

·            Industrials is a UK REIT investing in multi-let industrial ("MLI") properties with the strategic goal of becoming the leading MLI business in the UK. Established in 2012 and headquartered in London, Industrials has a primary listing on the premium listing segment of the FCA's Official List and is admitted to trading on the premium segment of the London Stock Exchange's Main Market for listed securities. Industrials also has a secondary listing on the Johannesburg Stock Exchange.

·            Industrials specialises in the ownership and operation of MLI estates across the UK, leasing the estates to a diversified range of small and medium-sized businesses. In 2018 Industrials converted to a UK REIT and announced a transition phase to become a 100 per cent. focused UK MLI REIT. This transition completed on 5 April 2023 following the disposal of Industrials' interest in the joint venture in care homes located in Germany.

·            Industrials operates a technology-enabled operating platform, Industrials Hive®, that manages the process of selling leases over industrial space. Industrials offers its Smart Lease via the Industrials Hive® platform, an automated outline process, making the entry into leases quicker and easier.

·            As of 31 March 2023 (being the last Business Day prior to the commencement of the Offer Period), Industrials had a market capitalisation of £350,295,328.

Industrials recommendation

·            The Industrials Directors, who have been so advised by Numis Securities Limited ("Numis") and Eastdil Secured International Limited ("Eastdil Secured") as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Industrials Directors, Numis and Eastdil Secured have taken into account the commercial assessments of the Industrials Directors. Numis is providing independent financial advice to the Industrials Directors for the purposes of Rule 3 of the Takeover Code.

·            Accordingly, the Industrials Directors confirm they intend to recommend unanimously that Industrials Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting. The Industrials Directors and certain persons connected to them have irrevocably undertaken to do the same in respect of their own entire beneficial holdings, in respect of which they control the voting rights amounting to 18,707,810 Industrials Shares representing, in aggregate, approximately 6.3 per cent. of the ordinary share capital of Industrials in issue on 13 April 2023 (being the latest practicable date prior to publication of this Announcement), excluding shares held in treasury.

Irrevocable undertakings and Letters of Intent

·            Bidco has received irrevocable undertakings from each of the Industrials Directors and certain persons connected to them to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting in respect of their own beneficial holdings, in respect of which they control the voting rights amounting to 18,707,810 Industrials Shares, representing approximately 6.3 per cent. of Industrials' issued ordinary share capital at close of business on 13 April 2023 (being the latest practicable date prior to publication of this Announcement), excluding shares held in treasury.

·            In addition to the irrevocable undertakings received from the Industrials Directors, Bidco has also received letters of intent to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting from Industrials shareholders TR Property Investment Trust PLC, Earl Fiduciary AG, Stenham Asset Management Limited, Waverton Investment Management Limited, Global One Ltd, John Keogan, Roger Carey and Ian Charles Melia, in respect of, in aggregate, 66,530,773 Industrials Shares, representing approximately 22.4 per cent. of the ordinary share capital of Industrials in issue on 13 April 2023 (being the latest practicable date prior to publication of this Announcement), excluding shares held in treasury.

·            In total, therefore, Bidco has procured irrevocable undertakings and letters of intent, including those irrevocable undertakings from the Industrials Directors and certain persons connected to them, to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting in respect of, in aggregate, 85,238,583 Industrials Shares, representing approximately 28.7 per cent. of the ordinary share capital of Industrials in issue on 13 April 2023 (being the latest practicable date prior to publication of this Announcement), excluding shares held in treasury.

Information on Blackstone and Bidco

·            Bidco is a Jersey limited partnership that was established on 24 March 2023. Bidco was formed for the purposes of the Acquisition and is an entity owned indirectly by investment funds advised by Blackstone and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

·            Blackstone is the world's largest alternative asset manager. Blackstone seeks to create positive economic impact and long-term value for its investors, the companies it invests in, and the communities in which it operates. Blackstone's asset management businesses, with $975 billion in assets under management as of 31 December 2022, include investment vehicles focused on real estate, private equity, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis.

·            Blackstone Real Estate is a global leader in real estate investing. Blackstone's real estate business was founded in 1991 and has $326 billion of investor capital under management as of 31 December 2022. Blackstone is one of the largest property owners in the world, owning and operating a $577 billion real estate portfolio as of 31 December 2022 across every major geography and sector, including logistics, multifamily and single family housing, office, hospitality and retail.

·            Further information is available at www.Blackstone.com.

Timetable and Conditions

·            The Acquisition will be put to Industrials Shareholders at the Court Meeting and at the General Meeting. In order to become effective, the Scheme must be approved by a majority in number of the Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. of the votes cast at the Court Meeting. In addition, a special resolution implementing the Scheme must be passed by Industrials Shareholders representing at least 75 per cent. of votes cast at the General Meeting.

·            The Acquisition is subject to the further conditions and terms set out in Appendix I to this Announcement and the full terms and conditions of the Acquisition which will be set out in the Scheme Document. It is expected that, subject to the satisfaction of all such relevant conditions, the Scheme will become effective during the second quarter of 2023.

·            The Scheme Document, containing further information about the Acquisition, including notices of the Court Meeting and the General Meeting, together with the Forms of Proxy, shall be published as soon as practicable and, in any event within 28 days of this Announcement (unless Industrials and Bidco otherwise agree, and the Panel consents). The Court Meeting and the General Meeting are expected to be held in May 2023.

Commenting on the Acquisition, Richard Grant, the Chair of Industrials, said:

"Over the past few years Industrials has successfully pivoted its business to focus on the UK MLI segment. Strong occupier demand has continued to drive substantial rental uplifts across our portfolio and our assets remain highly affordable and continue to attract an increasingly diverse range of businesses. Despite our strong financial position and focused strategy, the Company's access to capital and ability to deliver shareholder value is naturally subject to external factors, many of which are outside of our control.

The Board has therefore been able to evaluate today's recommendation from a position of strength. Mindful of the growth opportunity in the industrial real estate sector, initial approaches were rejected. However, following careful consideration and reflecting on the uncertain macro-economic backdrop, we believe this offer is in the best interests of Industrials shareholders providing them with cash certainty at an attractive premium to the pre-offer share price and significantly accelerating the value that could be realised by Industrials if it were to remain listed. Additionally, the Board is reassured by Blackstone's views and approach to investing in the business and supporting our people."

Commenting on the Acquisition, James Seppala, Head of Blackstone Real Estate Europe, said:

"As one of the largest investors in logistics real estate globally and in the UK, we have been preparing for this cycle for a long time and have assembled a high-quality portfolio and positioned it for growth. We have the track record, capital and scale to enable Industrials to capitalise on the opportunities ahead.

Blackstone has been an active investor in the UK for over 20 years and we have deployed over $27 billion in the country over that period, supporting nearly 90 businesses. This acquisition sees us doubling down on the logistics sector and the UK which is our largest logistics market in Europe."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement including its Appendices.

The Acquisition shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which shall be set out in the Scheme Document. Appendix II to this Announcement contains the sources of information and bases of calculations of certain information contained in this summary and this Announcement, Appendix III contains a summary of the irrevocable undertakings and letters of intent received in relation to this Acquisition, Appendix IV contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries:

Simpson Thacher & Bartlett LLP is retained as legal adviser to Blackstone and Bidco. Bryan Cave Leighton Paisner LLP is retained as legal adviser to Industrials. 

Java Capital is acting as JSE sponsor to Industrials.

Important Notice

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 Bidco and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Blackstone and Bidco for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

Numis Securities Limited ("Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Industrials and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than Industrials for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement, or another other matters referred to in this Announcement. Neither Numis 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 Numis in connection with this announcement, any statement or other matter or arrangement referred to 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 and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Industrials 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.

Java Capital Trustees and Sponsors Proprietary Limited ("Java Capital"), which is authorised and regulated in South Africa by the JSE, which is licensed as a securities exchange and is regulated by the Financial Sector Conduct Authority and the Prudential Authority of South Africa, is acting as JSE sponsor exclusively for Industrials and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Industrials for providing the protections afforded to clients of Java Capital or for providing advice in relation to the contents of, or matters referred to in, this announcement or any matter referred to herein. Neither Java Capital 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 Java Capital in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or in the event that the Acquisition is to be implemented by means of a Takeover Offer, the takeover offer document)  which shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This Announcement has been prepared for the purpose of complying with English law and Guernsey law and the Takeover 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 or Guernsey.

Industrials shall prepare the Scheme Document to be distributed to Industrials Shareholders. Industrials and Bidco urge Industrials Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or Guernsey may be restricted by law and/or regulations. Persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, any applicable requirements. Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws or regulations in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form 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 all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from such jurisdictions where to do so would violate the laws in those jurisdictions. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), such Takeover Offer may not be made available directly or indirectly, into or from or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Acquisition to Industrials Shareholders who are not resident in the United Kingdom or Guernsey (and, in particular, their ability to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Guernsey should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. The Acquisition shall be subject to the applicable requirements of the Companies Law, the Court, the Takeover Code, the Panel, the London Stock Exchange, the Johannesburg Stock Exchange, the Financial Conduct Authority, the Listing Rules, Finsurv and the JSE Listings Requirements. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

The information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not be construed as express or implied advice (as that term is used in the FAIS Act and/or the South African Financial Markets Act, No 19 of 2012, as amended) that any particular transaction in respect of the Acquisition, is appropriate to the particular investment objectives, financial situations or needs of a shareholder, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Bidco is not a financial services provider licensed as such under the FAIS Act.

Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, 19 of 2012, as amended.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of a Guernsey company by means of a scheme of arrangement provided for under Part VIII of the Companies Law. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable to schemes of arrangement involving a target company incorporated in Guernsey listed on the London Stock Exchange, which are different from the disclosure requirements of the US under the US proxy solicitation and tender offer rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with accounting standards applicable in Guernsey and the UK 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 US.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Such a takeover would be made in the United States by Bidco and no one else. 

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Industrials Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and any claims arising out of the US federal securities laws, since Industrials is located in a country other than the US, and all of its officers and directors are residents of countries other than the US. US holders 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 judgement.

In accordance with normal UK practice and consistent with Rule 14e-5 under the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in Industrials outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. 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 will comply with applicable law, including to the extent applicable the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com and via SENS. This information will also be publicly disclosed in the US to the extent that such information is made public in the UK.

Forward Looking Statements

This Announcement (including information incorporated by reference in the Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Industrials contain certain statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Bidco and Industrials which are or may be deemed to be "forward looking statements". These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "envisage", "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 Industrials, and/or Bidco, 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 will 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 by Industrials and Bidco that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. The forward-looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to any member of the Bidco Group or Industrials Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Neither Industrials nor Bidco nor Blackstone assumes any obligation and Industrials and Bidco and Blackstone disclaim any intention or 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 regulation (including under the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA).

EXCEPT AS EXPRESSLY PROVIDED IN THE ANNOUNCEMENT, THE FORWARD-LOOKING STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF INDUSTRIALS, BLACKSTONE OR BIDCO OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD SIGNIFICANTLY AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY ASSUMPTIONS. 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 IS THE SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER BIDCO NOR INDUSTRIALS, NOR ANY OF THEIR RESPECTIVE ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, PROVIDES ANY REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF THE EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.

No Profit Forecasts, Estimates or Quantified Benefits Statements

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Industrials for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Industrials.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 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 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 Takeover Code, any person who is, or becomes, interested in 1 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 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 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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Industrials Shareholders and other relevant persons for the receipt of communications from Industrials may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Industrials' website at https://www.industrialsreit.com/offer-for-the-business/ by no later than 12 noon (London time) on 17 April 2023. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.

Industrials Shareholders recorded on the South African register may request hard copies of this Announcement by contacting Computershare Investor Services Proprietary Limited at Rosebank Towers, 15 Biermann Avenue, Rosebank 2196, South Africa or at Private Bag X9000, Saxonwold, 2132, South Africa or on 27 11 370 5000 between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (public holidays excepted). Calls to this number from persons who are not resident in South Africa are charged at the applicable international rate. Calls from a mobile device may incur network extras.

Industrials Shareholders recorded on the Guernsey register may request hard copies of this Announcement by contacting Computershare Investor Services (Guernsey) Limited at c/o 13 Castle Street, St Helier, Jersey, JE1 1ES or on 44 (0) 370 707 4040 between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (public holidays excepted). Calls to this number from persons who are not resident in Guernsey are charged at the applicable international rate. Calls from a mobile device may incur network extras.

You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

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 SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

14 April 2023

RECOMMENDED FINAL* CASH OFFER

for

Industrials REIT Limited

by

Sussex Bidco LP ("Bidco") a newly-formed limited partnership indirectly owned by investment funds advised by affiliates of Blackstone Inc. ("Blackstone")

to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law 2008, as amended

1.         Introduction

The boards of Bidco and Industrials REIT Limited ("Industrials") are pleased to announce that they have agreed the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Industrials by Bidco. 

The Acquisition is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law.

2.         The Acquisition

·            Under the terms of the Acquisition, which shall be subject to the further conditions and terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Scheme Shareholders who are on the register of members of Industrials at the Scheme Record Time shall be entitled to receive:

for each Scheme Share:                       168 pence in cash (the "Final Offer Price")

·            The Final Offer Price represents a premium of approximately:

o  42.4 per cent. to the closing price per Industrials Share of 118.0 pence on 31 March 2023 (being the last Business Day prior to the commencement of the Offer Period);

o  40.6 per cent. to the volume weighted average price per Industrials Share of 119.5 pence for the one-month period ended 31 March 2023 (being the last Business Day prior to the commencement of the Offer Period); and

o  a material premium to the Industrials Directors' expectations of the rolled-forward 31 March 2023 unaudited EPRA NTA per share, which will be contained within the Scheme Document.

The Acquisition values the entire issued and to be issued ordinary share capital of Industrials at approximately £511,196,472 on a fully diluted basis.

The financial terms of the Acquisition are final and will not be increased, except that Bidco reserves the right to increase the Final Offer Price where: (i) there is an announcement of a possible offer or a firm intention to make an offer for Industrials by any third party; or (ii) the Panel otherwise provides its consent.

The Scheme Document will contain a valuation of Industrials' property portfolio in accordance with Rule 29 of the Takeover Code.

If, on or after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the Industrials Shares  (in each case with a record date prior to the Effective Date), the Cash Consideration will automatically be reduced by an amount equal to the amount of such dividend and/or distribution and/or return of capital (other than in circumstances where Bidco is permitted to increase the Final Offer Price, in which case the Cash Consideration shall not automatically be reduced, but Bidco reserves the right to elect to reduce the Cash Consideration by such amount). Where the Cash Consideration is so reduced, any reference in this Announcement to the Cash Consideration will automatically be deemed to be a reference to the Cash Consideration as so reduced by the amount of such dividend and/or distribution and/or return of capital. In such circumstances, Industrials Shareholders would be entitled to receive and retain any such dividend or other distribution and/or return of capital. Any automatic reduction of the Cash Consideration or the exercise by Bidco of its rights and/or obligations referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme.

The Cash Consideration is priced in pounds sterling. However, Industrials Shareholders on the South African register will, as is required, receive any Cash Consideration due to them under the terms of the Acquisition in South African Rand. The Scheme Document will include further details in relation to this currency exchange.

It is expected that the Scheme Document will be published as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement (unless Industrials and Bidco otherwise agree, and the Panel consents). The Court Meeting and the General Meeting are expected to be held in May 2023. It is expected that, subject to the satisfaction of all relevant conditions, the Scheme will become effective during the second quarter of 2023. 

3.         Background to and reasons for the Acquisition

Industrials operates in an attractive segment, with well-located and well-maintained estates. Blackstone believes that the full potential of the business is best achieved as a private company, with greater access to capital. This will facilitate both increased investment in the existing estates to improve specifications and ESG credentials, and the opportunity to grow the platform through value-add acquisitions.

4.         Recommendation

The Industrials Directors, who have been so advised by Numis and Eastdil Secured as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Industrials Directors, Numis and Eastdil Secured have taken into account the commercial assessments of the Industrials Directors. Numis is providing independent financial advice to the Industrials Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Industrials Directors intend to recommend unanimously that Industrials Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting. The Industrials Directors and certain persons connected to them have irrevocably undertaken to do the same in respect of their own beneficial holdings, in respect of which they control the voting rights amounting to 18,707,810 Industrials Shares representing, in aggregate, approximately 6.3 per cent. of the ordinary share capital of Industrials in issue on 13 April 2023 (being the latest practicable date prior to publication of this Announcement) excluding shares held in treasury.

5.         Background to and reasons for the recommendation

Industrials has transitioned its business between 2018 and 2023 from a multi-sector, pan-European property investor into a focused UK MLI operating company. This transition was predicated on the strong underlying fundamentals of the UK MLI sector, where growing demand and inelastic supply have, and continue to, deliver strong rental growth, whilst the affordability of rent to customers remains high. The portfolio continues to perform well, showing strong rental uplifts on a quarterly basis and significant reversionary value in rents across the portfolio. 

As part of the transition, Industrials invested in and built the Industrials Hive® operating platform over several years which provides Industrials with the ability to increase the scale of its portfolio and operations in a cost efficient manner, thereby growing earnings and underlying property returns.

The Industrials Board remains confident that Industrials' high-quality portfolio, management platform and pipeline provide a foundation for continued growth. Since the start of 2023, overall operational performance has been in line with the Industrials Board's expectations. Industrials has delivered underlying total accounting returns of between 5.4 per cent. and 23.6 per cent. over the period of 5 years.

However, the Industrials Board believes that this strong financial and operational performance, as well as attractive sector dynamics, have not been reflected in the current share price, with a significant de-rating experienced over the last year driven by the inflationary and higher interest rate environment.

The Industrials Board has carefully considered the medium and long-term prospects for Industrials, assessing the opportunities to materially increase the scale of the business in an accretive way, in order to create additional value for the Industrials Shareholders. Whilst the Industrials Board remains confident in Industrials' strategy and continues to believe that Industrials is well positioned to succeed as an independent business, it has also considered the medium-term risks posed by the uncertainty in the current economic environment, as well as the limitations and risks specific to Industrials including:

·            a potential continuation of the share price discount to the Industrials Directors' expectation of the rolled-forward 31 March 2023 unaudited EPRA NTA per share and, related to that, the ongoing inability to raise capital through the public equity markets, thereby constraining Industrials' investment strategy and ability to increase scale;

·            the costs associated with raising new debt in the current market which limit the sources of capital to fund investment and growth of the portfolio;

·            the inflationary impact on Industrials' cost base; and

·            the continuing uncertainty with respect to the shape and speed of any recovery due to continuing volatile market conditions.

The Final Offer Price of 168 pence per Industrials Share followed the Industrials Board having received and rejected multiple proposals from Bidco over a period of a few weeks. In arriving at its recommendation, the Industrials Board believes that the Acquisition is in the best interests of Industrials Shareholders by significantly accelerating the value that could be realised by Industrials independently. In reaching its conclusion, the Industrials Board has carefully considered the following:

·            the risk-adjusted returns that may be generated by Industrials' strategy as compared with the certainty of execution of the Acquisition, which represents an acceleration of expected value creation;

·            that the Final Offer Price of 168 pence per Industrials Share represents a material premium to the Industrials Directors' expectations of the rolled-forward 31 March 2023 unaudited EPRA NTA per share, which will be contained within the Scheme Document;

·            that the Final Offer Price represents premia of 42.4 per cent. to the unaffected share price of 118 pence as at 31 March 2023 and a 40.6 per cent. to the volume weighted average share price of 119.5 pence over the one-month period ended on 31 March 2023;

·            that the Acquisition provides Industrials Shareholders with the opportunity to realise the entirety of their interests in cash; and

·            the impact of the Acquisition on all of Industrials' stakeholders, including the importance of Industrials' employees to Bidco's future strategy.

In addition to the financial terms of the Acquisition, in its evaluation of Bidco as a suitable owner of Industrials from the perspective of all stakeholders, the Industrials Board has also taken into account Bidco's intentions for the business, management and employees and other stakeholders of Industrials. The Industrials Board believes that Bidco is strongly positioned to support Industrials in its next phase of growth and will continue to invest in the business to improve the long-term value of Industrials' business and increase the future opportunities for Industrials.

As such, the Industrials Board intends to recommend unanimously that Industrials Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting.

6.         Irrevocable Undertakings and Letters of Intent

Bidco has received irrevocable undertakings from each of the Industrials Directors and certain of their connected persons to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting in respect of their own beneficial holdings, in respect of which they control the voting rights amounting to 18,707,810 Industrials Shares, representing approximately 6.3 per cent. of Industrials' issued ordinary share capital at close of business on 13 April 2023 (being the latest practicable date prior to publication of this Announcement), excluding shares held in treasury.

In addition to the irrevocable undertakings received from the Industrials Directors, Bidco has also received letters of intent to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting from Industrials shareholders TR Property Investment Trust PLC, Earl Fiduciary AG, Stenham Asset Management Limited, Waverton Investment Management Limited, Global One Ltd, John Keogan, Roger Carey and Ian Charles Melia, in respect of, in aggregate, 66,530,773 Industrials Shares, representing approximately 22.4 per cent. of the ordinary share capital of Industrials in issue on 13 April 2023 (being the latest practicable date prior to publication of this Announcement), excluding shares held in treasury.

In total, therefore, Bidco has procured irrevocable undertakings and letters of intent, including those irrevocable undertakings from the Industrials Directors and certain of their connected persons, to vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting in respect of, in aggregate, 85,238,583 Industrials Shares, representing approximately 28.7 per cent. of the ordinary share capital of Industrials in issue on 13 April 2023 (being the latest practicable date prior to publication of this Announcement), excluding shares held in treasury.

Further details of the irrevocable undertakings and letters of intent are set out in Appendix III.

7.         Information on Blackstone and Bidco

Bidco is a Jersey limited partnership that was established on 24 March 2023. Bidco was formed for the purposes of the Acquisition and is an entity owned indirectly by investment funds advised by Blackstone and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

Blackstone is the world's largest alternative asset manager. Blackstone seeks to create positive economic impact and long-term value for its investors, the companies it invests in, and the communities in which it operates. Blackstone's asset management businesses, with $975 billion in assets under management as of 31 December 2022, include investment vehicles focused on real estate, private equity, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis.

Blackstone Real Estate is a global leader in real estate investing. Blackstone's real estate business was founded in 1991 and has $326 billion of investor capital under management as of 31 December 2022. Blackstone is one of the largest property owners in the world, owning and operating a $577 billion real estate portfolio as of 31 December 2022 across every major geography and sector, including logistics, multifamily and single-family housing, office, hospitality and retail.

The Blackstone Real Estate group is highly active in the urban logistics and industrial segments. Mileway, Blackstone's pan-European urban logistics platform, is a leading last mile logistics real estate company in Europe, owning and managing over 170 million square feet of last mile logistics real estate including circa 53 million square feet in the UK. In addition, St Modwen Properties, which was taken private by Blackstone in 2021, is a leading UK logistics owner and developer, and now comprises a 12.6 million square foot standing logistics portfolio (as of Q1 2023), including 3 million square feet which has been delivered under Blackstone's ownership, and a near-term development pipeline consisting of over 7 million square feet.

Further information is available at www.Blackstone.com.

8.         Information on Industrials

Industrials is a UK REIT investing in MLI properties with the strategic goal of becoming the leading MLI business in the UK. Established in 2012 and headquartered in London, Industrials has a primary listing on the premium listing segment of the FCA's Official List and is admitted to trading on the premium segment of the London Stock Exchange's Main Market for listed securities. Industrials also has a secondary listing on the Johannesburg Stock Exchange.

Industrials specialises in the ownership and operation of MLI estates across the UK, leasing the estates to a diversified range of small and medium-sized businesses. In 2018 Industrials converted to a UK REIT and announced a transition phase to become a 100 per cent. focused UK MLI REIT. This transition completed on 5 April 2023 following the disposal of Industrials' interest in the joint venture in care homes located in Germany.

Industrials operates a technology-enabled operating platform, Industrials Hive®, that manages the process of selling leases over industrial space. Industrials offers its Smart Lease via the Industrials Hive® platform, an automated outline process, making the entry into leases quicker and easier.

As of 31 March 2023 (being the last Business Day prior to the commencement of the Offer Period) Industrials had a market capitalisation of £350,295,328.

9.         Directors, management, employees, pensions, research and development and locations

Bidco's strategic plans for Industrials

Bidco recognises the quality of the portfolio and strength of the technology based operating platform that Industrials has developed. Following completion of the Acquisition, Bidco intends for Industrials to continue to operate as a standalone business.

Prior to this Announcement, consistent with market practice, Bidco has been granted access to Industrials' senior management for purposes of confirmatory due diligence. However, because of the constraints of a public offer process, Bidco has not yet had access to sufficiently detailed operational information to formulate a detailed strategy for Industrials.

Following the Effective Date, Bidco intends to work with Industrials' management to undertake a detailed evaluation of Industrials to formulate a detailed strategy for the business. Bidco expects that this evaluation will be completed within approximately six to nine months from the Effective Date.

Employees and management

Bidco attaches great importance to the skill and experience of Industrials' management and employees and recognises the important contribution they have made to the development of the business.

Other than a small and non-material reduction in headcount (subject to any applicable informing and consulting obligations and Bidco's obligations under the Co-Operation Agreement) principally within the central corporate and support functions (including listed company-related functions) following Industrials ceasing to be a listed company, Bidco does not intend to make any reductions to Industrials' headcount. Any headcount reductions will be carried out in accordance with applicable law.

Bidco does not intend to make any changes to the conditions of employment or the balance of skills and functions of the employees and management of Industrials.

It is intended that, with effect from the Effective Date, each of the non-executive members of the Industrials Board shall resign from his or her office as a director of Industrials.

Existing rights and pensions

Bidco confirms that, following the Acquisition becoming effective, the existing contractual and statutory employment rights, including in relation to pension schemes, of all of Industrials' management and employees will be fully safeguarded in accordance with applicable law and the Co-Operation Agreement.

Industrials operates a defined contribution pension scheme. Bidco does not intend to make any changes to the current employer pension contribution arrangements, the accrual of benefits for existing members or the rights of admission of new members under the pension scheme.

The Acquisition will affect participants in the Industrials Share Plans. The existing rights of those participants will be fully safeguarded in accordance with applicable law and contractual requirements. Further details of this are set out in paragraph ‎10 below.

Headquarters, locations, fixed assets and research and development

Bidco intends to retain Industrials' existing head office at 3rd floor, 180 Great Portland St, London W1W 5QZ and regional office at First Floor, 2 Stockport Exchange, Railway Road, Stockport, SK1 3GG.

Bidco has no intention to redeploy Industrials' fixed asset base. Industrials has confirmed that it has no research and development function, and Bidco has no plans in this regard.

Management incentive arrangements

Following the Acquisition becoming Effective, Bidco intends to review the management, governance and incentive structure of Industrials. Bidco has not entered into, and has not had any, discussions on the terms of any form of incentivisation arrangements with members of Industrials' management. Following the Effective Date, Bidco may have discussions and enter into appropriate arrangements for certain members of the Industrials management team.

Trading Facilities

Industrials Shares are currently listed on the FCA's Official List and admitted to trading on the London Stock Exchange's Main Market for listed securities and as a secondary listing and admission on the Main Board of the Johannesburg Stock Exchange. Subject to the Scheme becoming effective, applications will be made to:

a)   the FCA and the London Stock Exchange respectively for the cancellation of the listing of Industrials Shares on the Official List and the cancellation of trading of Industrials Shares;

b)   Finsurv and the Johannesburg Stock Exchange for the cancellation of the listing of Industrials Shares on the Main Board; and

c)   the International Stock Exchange Authority Limited for the Industrials Shares to be admitted to trading on the Official List of The International Stock Exchange (or another "recognised stock exchange" (as defined in section 1137 of the Corporation Tax Act 2010)) in order to maintain the REIT status of Industrials.

None of the statements in this paragraph ‎9 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

Views of Industrials' board

In considering the recommendation of the Acquisition to Industrials Shareholders, the Industrials Directors have given due consideration to Bidco's intentions for the business, management, employees and locations of business of Industrials. 

The Industrials Directors welcome Bidco's intention that, following completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all Industrials' management and employees will be fully safeguarded in accordance with applicable law.

10.       Industrials Share Plans

Participants in the Industrials Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Industrials Share Plans in due course and an appropriate proposal will be made to such participants which reflects their rights under the Industrials Share Plans. Details of the impact of the Scheme on each of the Industrials Share Plans and the proposals will be sent to participants simultaneously with the Scheme Document.

11.       Financing

The cash consideration payable by Bidco under the terms of the Acquisition will be funded from equity to be invested by Blackstone Funds. In connection with the financing of Bidco, Blackstone Funds have entered into the Equity Commitment Letter.

In accordance with Rule 2.7(d) of the Takeover Code, Rothschild & Co, as sole financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Industrials Shareholders under the terms of the Acquisition.

12.       Offer-related Arrangements

Confidentiality Agreement

Blackstone Real Estate Services LLC and Industrials entered into a confidentiality agreement on 29 March 2023 (the "Confidentiality Agreement") pursuant to which Blackstone Real Estate Services LLC has undertaken to keep confidential certain information related to the Acquisition and to Industrials and not to disclose it to third parties (other than to authorised recipients) unless required by law or regulation. These confidentiality obligations shall remain in force until the first to occur of (a) the Acquisition becoming unconditional in all respects or (b) two years from the date of the Confidentiality Agreement.

Under the terms of the Confidentiality Agreement, Blackstone Real Estate Services LLC has also agreed to customary standstill provisions pursuant to which it has agreed that it will not (other than in limited circumstances) acquire any Industrials Shares. This restriction ceases immediately following the making of this Announcement.  

Co-Operation Agreement

Bidco and Industrials have also entered into the Co-Operation Agreement whereby Bidco has agreed with Industrials (i) to obtain, and co-operate in relation to obtaining, any necessary approvals, consents, clearances, permissions, confirmations and make all filings that are necessary and/or expedient to satisfy the Conditions in paragraph ‎2‎(b) and ‎2‎(c) of Appendix I to this Announcement; and (ii) that certain matters in relation to annual bonuses, severance arrangements, the operation of the Industrials Share Plans and in relation to any Switch will be implemented or, as appropriate, operated. The Co-Operation Agreement will terminate in certain circumstances, including if agreed between Industrials and Bidco.

13.       Structure of and Conditions to the Acquisition

It is intended that the Acquisition shall be effected by means of a Court-sanctioned scheme of arrangement between Industrials and the Scheme Shareholders under Part VIII of the Companies Law. Bidco reserves the right to elect, however, with the consent of the Panel (where necessary) and subject to the terms and conditions of the Co-Operation Agreement, to implement the Acquisition by way of a Takeover Offer.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued ordinary share capital of Industrials. This is to be achieved by the transfer of the Scheme Shares to Bidco, in consideration for which the Scheme Shareholders who are on the register of members of Industrials at the Scheme Record Time shall receive Cash Consideration on the basis set out in paragraph ‎2 of this Announcement.

The Scheme is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document and the Forms of Proxy and will only become effective if, among other things, the following events occur on or before the Long Stop Date or such later date as may be agreed in writing by Bidco and Industrials (with the Panel's consent and as the Court may approve (if such approval(s) are required)):

(i)         the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more of the votes cast by those Scheme Shareholders;

(ii)        the Resolution required to implement the Scheme being duly passed by Industrials Shareholders representing 75 per cent. or more of votes cast at the General Meeting;

(iii)        the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Industrials and Bidco); and

(iv)       the Scheme becoming effective by the Long Stop Date.

The Scheme shall lapse if:

·            the Court Meeting and the General Meeting are not held by the 22^nd day after the expected date of such meetings as will be set out in the Scheme Document (or such later date as may be agreed between Bidco and Industrials, with the Panel's consent);

·            the Court Hearing to approve the Scheme is not held by the 22^nd day after the expected date of such hearing as will be set out in the Scheme Document (or such later date as may be agreed between Bidco and Industrials, with the Panel's consent); or

·            the Scheme does not become effective by the Long Stop Date,

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Court Hearing to approve the Scheme as set out above may be waived by Bidco, and the deadline for the Scheme to become effective may be extended by agreement between Industrials and Bidco (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)).

If any Condition in paragraph 2 of Appendix I to this Announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Industrials, specified a new date by which that Condition must be satisfied.

The Conditions include the anti-trust Condition set out in paragraph ‎2‎(b) of Appendix I to this Announcement. This Condition is expected to be satisfied in time to allow for the Scheme to become effective during the second quarter of 2023.

Upon the Scheme becoming effective, it shall be binding on all Industrials Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document, which will specify the necessary actions to be taken by Industrials Shareholders. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as reasonably practicable and, in any event, within 28 days of this Announcement (unless Industrials and Bidco otherwise agree, and the Panel consents) and that the Court Meeting and the General Meeting are expected to be held in May 2023. The Scheme Document and Forms of Proxy will be posted to all Industrials Shareholders and to holders of options granted under the Industrials Share Plans as soon as practicable, at no charge to them.

Any Industrials Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolution will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Industrials Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will prevent any person (other than Bidco and its nominees) holding shares in the capital of Industrials after the Effective Date.

14.       De-listing and re-registration

Prior to the Scheme becoming effective, Industrials shall make the following applications:

·            for the cancellation of the listing of Industrials Shares on the FCA's Official List and for the cancellation of trading of the Industrials Shares on the London Stock Exchange's Main Market for listed securities;

·            for the cancellation of the listing of Industrials Shares on the Main Board of the Johannesburg Stock Exchange; and

·            for the Industrials Shares to be admitted to trading on the Official List of The International Stock Exchange (or another "recognised stock exchange" (as defined in section 1137 of the Corporation Tax Act 2010)),

in each case to take effect from or shortly after the Effective Date.

The last day of dealings in Industrials Shares on the Main Market for listed securities of the London Stock Exchange and the Johannesburg Stock Exchange is expected to be the Business Day immediately prior to the Effective Date following which all Industrials Shares will be suspended from the FCA's Official List and from trading on the London Stock Exchange's Main Market for listed securities, and Industrials Shares will be disabled in CREST and also suspended from trading on the Main Board of the Johannesburg Stock Exchange and disabled in the STRATE system.

It is further intended that an application will be made to The International Stock Exchange Authority Limited for the Industrials Shares to be admitted to trading on the Official List of The International Stock Exchange (or another "recognised stock exchange" (as defined in section 1137 of the Corporation Tax Act 2010)) in order to maintain the REIT status of Industrials, which admission is expected to take place on or shortly after the Effective Date.

On the Effective Date, share certificates in respect of Industrials Shares shall cease to be valid and entitlements to Industrials Shares held within the CREST or STRATE systems shall be cancelled.

15.       Disclosure of interests in Industrials

Save in respect of the irrevocable undertakings referred to in paragraph ‎6 above, as at the close of business on 13 April 2023 (being the latest practicable date prior to publication of this Announcement), neither Bidco, nor any of its directors nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with it has: (i) any interest in or right to subscribe for any relevant securities of Industrials; (ii) any short positions in respect of relevant securities of Industrials (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery; (iii) any dealing arrangement of the kind referred to in Note 11 on the definition of 'acting in concert' in the Takeover Code, in relation to the relevant securities of Industrials; nor (iv) borrowed or lent any relevant securities of Industrials (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or sold.

"relevant securities of Industrials" means Industrials Shares or securities convertible or exchangeable into Industrials Shares.

"Interests in securities" for these purposes and within the meaning of the Takeover Code arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an "interest" by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

It has not been possible for Bidco to make enquiries of all of its concert parties in advance of the release of this Announcement. Therefore, if Bidco becomes aware, following the making of such enquiries, that any of its concert parties have any such interests in relevant securities of Industrials, all relevant details in respect of Bidco's concert parties will be included in Bidco's Opening Position Disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code.

16.    General

Switching to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel (where necessary), and subject to the terms and conditions of the Co-Operation Agreement, to implement the Acquisition by way of a Takeover Offer ("Switch"). In the event of a Switch:

(i)         the acceptance condition that will apply to the Takeover Offer shall be determined by Bidco and, in the event of a Switch agreed with Industrials, shall be set at 90 per cent. of the Industrials Shares or such lesser percentage as may be agreed between Bidco and Industrials in writing after (to the extent necessary) consultation with the Panel, in each case being more than 50 per cent. of the Industrials Shares, and Bidco shall ensure that the only conditions of the Takeover Offer shall be the conditions set out in Appendix 1 Part A to this Announcement (subject to replacing Condition 1 therein with the acceptance condition referred to above). In all other respects, in the event of a Switch, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to a Scheme, subject to appropriate modifications or amendments which may be required by the Panel or which are necessary as a result of such Switch; and

(ii)         Bidco shall ensure that the Takeover Offer remains open for acceptances for at least 21 days following the Takeover Offer becoming or being declared unconditional.

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to apply the provisions of Part XVIII of the Companies Law to compulsorily acquire any outstanding Industrials Shares to which such Takeover Offer relates, and for the listing of Industrials Shares on the London Stock Exchange and Johannesburg Stock Exchange to be cancelled.

Miscellaneous

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix III to this Announcement. Certain terms used in this Announcement are defined in Appendix IV to this Announcement.

The Scheme will be governed by the laws of Guernsey and be subject to the jurisdiction of the Court and to the conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The Acquisition will also be subject to the applicable requirements of the Companies Law, the Court, the Financial Conduct Authority, the London Stock Exchange, the Johannesburg Stock Exchange, the Panel, the Takeover Code, the Listing Rules, Finsurv and the JSE Listings Requirements. This Announcement does not constitute, or form part of, an offer or invitation to purchase Industrials Shares or any other securities.

Rothschild & Co, Numis, Eastdil Secured and Java Capital have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

17.       Documents available on website

Copies of the following documents shall be made available, subject to certain restrictions relating to persons residing in Restricted Jurisdictions, on Industrials' website at https://www.industrialsreit.com/offer-for-the-business/ until the end of the Acquisition:

·            this Announcement;

·            the irrevocable undertakings and letters of intent referred to in paragraph ‎6 above and summarised in Appendix III to this Announcement;

·            the Confidentiality Agreement;

·            the Co-Operation Agreement;

·            the Equity Commitment Letter; and

·            the consents from financial advisers to being named in this Announcement.

Neither the contents of the websites referred to in this Announcement nor the contents of any website accessible from hyperlinks is incorporated in, or forms part of, this Announcement.

Enquiries:

Simpson Thacher & Bartlett LLP is retained as legal adviser to Blackstone and Bidco. Bryan Cave Leighton Paisner LLP is retained as legal adviser to Industrials. 

Java Capital is acting as JSE sponsor to Industrials.

Important Notice

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 Bidco and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Blackstone and Bidco for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

Numis Securities Limited ("Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Industrials and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than Industrials for providing the protections afforded to its clients or for providing advice in relation to the Acquisition, the contents of this Announcement, or another other matters referred to in this Announcement. Neither Numis 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 Numis in connection with this announcement, any statement or other matter or arrangement referred to 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 and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Industrials 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.

Java Capital Trustees and Sponsors Proprietary Limited ("Java Capital"), which is authorised and regulated in South Africa by the JSE, which is licensed as a securities exchange and is regulated by the Financial Sector Conduct Authority and the Prudential Authority of South Africa, is acting as JSE sponsor exclusively for Industrials and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Industrials for providing the protections afforded to clients of Java Capital or for providing advice in relation to the contents of, or matters referred to in, this announcement or any matter referred to herein. Neither Java Capital 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 Java Capital in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document which shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This Announcement has been prepared for the purpose of complying with English law, Guernsey law and the Takeover 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 or Guernsey.

Industrials shall prepare the Scheme Document to be distributed to Industrials Shareholders. Industrials and Bidco urge Industrials Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or Guernsey may be restricted by law and/or regulations. Persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws or regulations in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form 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 all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from such jurisdictions where to do so would violate the laws in those jurisdictions. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), such Takeover Offer may not be made available directly or indirectly, into or from or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Acquisition to Industrials Shareholders who are not resident in the United Kingdom or Guernsey (and, in particular, their ability to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Guernsey should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. The Acquisition shall be subject to the applicable requirements of the Companies Law, the Court, the Takeover Code, the Panel, the London Stock Exchange, the Johannesburg Stock Exchange, the Financial Conduct Authority, the Listing Rules, Finsurv and the JSE Listings Requirements. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

The information contained in this Announcement constitutes factual information as contemplated in section 1(3)(a) of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended ("FAIS Act") and should not be construed as express or implied advice (as that term is used in the FAIS Act and/or the South African Financial Markets Act, No 19 of 2012, as amended) that any particular transaction in respect of the Acquisition, is appropriate to the particular investment objectives, financial situations or needs of a shareholder, and nothing in this Announcement should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South Africa. Bidco is not a financial services provider licensed as such under the FAIS Act.

Nothing in this announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, 19 of 2012, as amended.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of a Guernsey company by means of a scheme of arrangement provided for under Part VIII of the Companies Law. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable to schemes of arrangement involving a target company in Guernsey listed on the London Stock Exchange, which are different from the disclosure requirements of the US under the US proxy solicitation and tender offer rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with accounting standards applicable in Guernsey and the UK 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 US.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Such a takeover would be made in the United States by Bidco and no one else. 

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Industrials Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and any claims arising out of the US federal securities laws, since Industrials is located in a country other than the US, and all of its officers and directors are residents of countries other than the US. US holders 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 judgement.

In accordance with normal UK practice and consistent with Rule 14e-5 under the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in Industrials outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. 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 will comply with applicable law, including to the extent applicable the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com and via SENS. This information will also be publicly disclosed in the US to the extent that such information is made public in the UK.

Forward Looking Statements

This Announcement (including information incorporated by reference in the Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Industrials contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Bidco and Industrials. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "envisage", "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 Industrials, and/or Bidco, 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 will 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 by Industrials and Bidco that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. Neither Industrials nor Bidco nor Blackstone assumes any obligation and Industrials and Bidco and Blackstone disclaim any intention or 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 regulation (including under the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA).

EXCEPT AS EXPRESSLY PROVIDED IN THE ANNOUNCEMENT, THE FORWARD-LOOKING STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF INDUSTRIALS, BLACKSTONE OR BIDCO OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD SIGNIFICANTLY AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY ASSUMPTIONS. 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 IS THE SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER BIDCO NOR INDUSTRIALS, NOR ANY OF THEIR RESPECTIVE ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, PROVIDES ANY REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF THE EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.

No Profit Forecasts, Estimates or Quantified Benefits Statements

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Industrials for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Industrials.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 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 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 Takeover Code, any person who is, or becomes, interested in 1 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 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 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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Industrials Shareholders and other relevant persons for the receipt of communications from Industrials may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Industrials' website at https://www.industrialsreit.com/offer-for-the-business/ by no later than 12 noon (London time) on 17 April 2023. For the avoidance of doubt, the contents of this website are not incorporated into and do not form part of this Announcement.

Industrials Shareholders recorded on the South African register may request hard copies of this Announcement by contacting Computershare Investor Services Proprietary Limited at Rosebank Towers, 15 Biermann Avenue, Rosebank 2196, South Africa or at Private Bag X9000, Saxonwold, 2132, South Africa or on 27 11 370 5000 between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (public holidays excepted). Calls to this number from persons who are not resident in South Africa are charged at the applicable international rate. Calls from a mobile device may incur network extras.

Industrials Shareholders recorded on the Guernsey register may request hard copies of this Announcement by contacting Computershare Investor Services (Guernsey) Limited at c/o 13 Castle Street, St Helier, Jersey, JE1 1ES or on 44 (0) 370 707 4040 between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday (public holidays excepted). Calls to this number from persons who are not resident in Guernsey are charged at the applicable international rate. Calls from a mobile device may incur network extras.

You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.