RNS Number : 7946W
Industrials REIT Limited
19 April 2023
INDUSTRIALS REIT LIMITED
(Registered in Guernsey)
(Registration number 64865)
LSE share code: MLI JSE share code: MLI
ISIN: GG00BFWMR296
("Industrials REIT" or the "Company")
19 April 2023
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | INDUSTRIALS REIT LIMITED |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | INDUSTRIALS REIT LIMITED |
(d) Is the discloser the offeror or the offeree? | OFFEREE |
(e) Date position held: The latest practicable date prior to the disclosure | 19 April 2023 |
(f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | N/A |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
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| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | Nil | 0 | Nil | 0 |
(2) Cash-settled derivatives:
| Nil | 0 | Nil | 0 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | Nil | 0 | Nil | 0 |
TOTAL: | Nil | 0 | Nil | 0 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which subscription right exists: | N/A |
Details, including nature of the rights concerned and relevant percentages: | N/A |
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) Interests in Industrials REIT Limited's ordinary shares in which the directors of Industrials REIT Limited are interested (including their close relatives and related trusts):
*Paul Arenson is a director of Saruga Investments Limited **Lonat Limited is a company controlled by a trust of which Paul Arenson is a discretionary beneficiary ***Wetherby Holdings Limited is a company controlled by a trust of which Paul Arenson is a discretionary beneficiary ****Lucinda Grant is the spouse of Richard Grant, who is a director of Industrials REIT Limited *****Rebecca Carey is the spouse of Julian Carey, who is a director of Industrials REIT Limited ******Patsy Watson is a discretionary beneficiary of The Swallow Trust
(b) Options over Industrials REIT Limited's ordinary shares held by the directors of Industrials REIT Limited and their close relatives and related trusts
i) Options and awards held by Paul Arenson
Industrials REIT Long Term Incentive Plan 2018
Industrials REIT Short Term Incentive Plan 2018
Stenham Award
Industrials REIT ShareSave Incentive Plan 2022
ii) Options and awards held by Julian Carey
Industrials REIT Long Term Incentive Plan 2018
Industrials REIT Short Term Incentive Plan 2018
Industrials REIT ShareSave Incentive Plan 2022
iii) Options and awards held by James Beaumont
Industrials REIT Long Term Incentive Plan 2018
Industrials REIT Short Term Incentive Plan 2018
Industrials REIT ShareSave Incentive Plan 2022
*Subject to the assessment of the satisfaction of the relevant performance conditions.
**One third of the award vests on the date of the award, one third vests on the first anniversary of the end of the financial year-end in respect of which the award arises and one third of the award vests on the third anniversary of the end of the financial year-end in respect of which the award arises.
***For market-value options: One third of the award vests on the first anniversary of the financial year-end immediately preceding the date of award, one third of the award vests on the second anniversary of the financial year end immediately preceding the date of award and one third of the award vests on the third anniversary of the financial year-end immediately preceding the date of award.
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Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
None
|
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | NO |
Supplemental Form 8 (SBL) | NO |
Date of disclosure: | 19 April 2023 |
Contact name: | Sarah Bellilchi |
Telephone number: | 44 (0) 20 3918 6641 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on 44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
For further information:
Industrials REIT Limited Paul Arenson (paul.arenson@industrials.co.uk) Julian Carey (julian.carey@industrials.co.uk) James Beaumont (james.beaumont@industrials.co.uk)
| 44(0)20 3918 6600
|
Numis Securities Limited (Financial Adviser) Hugh Jonathan Vicki Paine
| 44(0)20 7260 1000
|
FTI Consulting (PR Adviser) Richard Sunderland Richard Gotla Neel Bose industrialsreit@fticonsulting.com
| 44(0)20 3727 1000
|
Java Capital (JSE Sponsor)
| 27 (0)11 722 3050
|
About Industrials REIT:
Industrials REIT is a UK REIT with a primary listing on the London Stock Exchange and a secondary listing on the Johannesburg Stock Exchange. The objective of the Company is to deliver a combination of sustainable growing income and growth in value to its investors. Industrials REIT focuses on owning and operating a diversified portfolio of UK purpose built multi-let industrial (MLI) estates across the UK. The Company aspires to be the leading MLI business in the UK. For further information, go to www.industrialsreit.com.
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