Public opening position disclosure by a party to an offer
INDUSTRIALS REIT LIMITED
(Registered in Guernsey)
(Registration number 64865)
LSE share code: MLI JSE share code: MLI
ISIN: GG00BFWMR296
("Industrials REIT" or the "Company")
19 April 2023
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
FORM 8 (OPD)
1. KEY INFORMATION
(a) Full name of discloser: INDUSTRIALS REIT LIMITED
(b) Owner or controller of interests and short positions disclosed, N/A
if different from 1(a):
The naming of nominee or vehicle companies is insufficient. For a
trust, the trustee(s), settlor and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose relevant INDUSTRIALS REIT LIMITED
securities this form relates:
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the offeree? OFFEREE
(e) Date position held: 19 April 2023
The latest practicable date prior to the disclosure
(f) In addition to the company in 1(c) above, is the discloser N/A
making disclosures in respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure
relates
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or Nil 0 Nil 0
controlled:
(2) Cash-settled derivatives: Nil 0 Nil 0
(3) Stock-settled derivatives (including Nil 0 Nil 0
options) and agreements to
purchase/sell:
TOTAL: Nil 0 Nil 0
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation to which N/A
subscription right exists:
Details, including nature of the rights concerned N/A
and relevant percentages:
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including directors' and other employee
options) of any person acting in concert with the party to the offer making the disclosure:
(a) Interests in Industrials REIT Limited's ordinary shares in which the directors of Industrials REIT Limited are
interested (including their close relatives and related trusts):
Class of relevant securities: Ordinary shares of EUR 0.000001258
Director (or close relative and Total number of Percentage of total
related trust) Industrials REIT Limited issued share capital
ordinary shares held (excluding shares under
option and treasury
shares)
Paul Arenson 501,201 0.16%
Paul Miller 21,898 0.00%
James Beaumont 57,616 0.01%
Julian Carey 3,344,697 1.12%
Philip Holland 24,999 0.00%
Patsy Watson 455,375 0.15%
Richard Smith 15,000 0.00%
Louisa Bell 20,000 0.00%
Saruga Investments Limited* 1,061,383 0.35%
Lonat Limited** 10,216,791 3.44%
Wetherby Holdings Limited*** 2,121,584 0.71%
Lucinda Grant**** 100,000 0.03%
Rebecca Carey***** 33,705 0.01%
The Swallow Trust****** 733,562 0.24%
*Paul Arenson is a director of Saruga Investments Limited
**Lonat Limited is a company controlled by a trust of which Paul Arenson is a discretionary beneficiary
***Wetherby Holdings Limited is a company controlled by a trust of which Paul Arenson is a discretionary
beneficiary
****Lucinda Grant is the spouse of Richard Grant, who is a director of Industrials REIT Limited
*****Rebecca Carey is the spouse of Julian Carey, who is a director of Industrials REIT Limited
******Patsy Watson is a discretionary beneficiary of The Swallow Trust
(b) Options over Industrials REIT Limited's ordinary shares held by the directors of Industrials REIT Limited and
their close relatives and related trusts
i) Options and awards held by Paul Arenson
Industrials REIT Long Term Incentive Plan 2018
Grant Date Number of Exercise price Vesting date Expiry Date
shares under
option
(including
dividends)
23 February 2018 132,746 Nil-cost 8 June 2020 23 February 2028
7 June 2018 340,981 Nil-cost 7 June 2021 7 June 2028
6 June 2019 244,181 Nil-cost 6 June 2022 6 June 2029
12 June 2020 610,218* Nil-cost 12 June 2023 12 June 2030
11 June 2021 397,051* Nil-cost 11 June 2024 11 June 2031
10 June 2022 381,847* Nil-cost 10 June 2025 10 June 2032
Industrials REIT Short Term Incentive Plan 2018
Grant Date Number of Exercise price Vesting date Expiry Date
shares under
option
(including
dividends)
3 June 2015 262,273 Nil-cost 31 March 3 June 2025
2017**
8 June 2016 162,200 Nil-cost 31 March 8 June 2026
2018**
7 June 2018 143,540 Nil-cost 31 March 7 June 2028
2020**
6 June 2019 170,111 Nil-cost 31 March 6 June 2029
2021**
12 June 2020 33,788 Nil-cost 31 March 12 June 2030
2022**
11 June 2021 175,985 Nil-cost 31 March 11 June 2031
2023**
10 June 2022 86,489 Nil-cost 31 March 10 June 2032
2024**
Stenham Award
Grant Date Number of Exercise price Vesting date Expiry Date
shares under
option
(including
dividends)
3 June 2015 213,284 Nil-cost 30 September 3 June 2025
2016
Industrials REIT ShareSave Incentive Plan 2022
Grant Date Number of Exercise price Vesting date
shares
1 September 2022 12,373 £1.4547 per share 28 February 2026
ii) Options and awards held by Julian Carey
Industrials REIT Long Term Incentive Plan 2018
Grant Date Number of Exercise price Vesting date Expiry Date
shares under
option
(including
dividends)
23 February 2018 127,591 Nil-cost 8 June 2020 23 February 2028
7 June 2018 327,743 Nil-cost 7 June 2021 7 June 2028
6 June 2019 234,700 Nil-cost 6 June 2022 6 June 2029
12 June 2020 586,372* Nil-cost 12 June 2023 12 June 2030
11 June 2021 381,492* Nil-cost 11 June 2024 11 June 2031
10 June 2022 366,883* Nil-cost 10 June 2025 10 June 2032
Industrials REIT Short Term Incentive Plan 2018
Grant Date Number of Exercise price Vesting date Expiry Date
shares under
option
(including
dividends)
7 June 2018 34,492 Nil-cost 31 March 7 June 2028
2020**
6 June 2019 109,004 Nil-cost 31 March 6 June 2029
2021**
12 June 2020 32,476 Nil-cost 31 March 12 June 2030
2022**
11 June 2021 169,109 Nil-cost 31 March 11 June 2031
2023**
10 June 2022 83,099 Nil-cost 31 March 10 June 2032
2024**
Industrials REIT ShareSave Incentive Plan 2022
Date of award Number of shares Exercise price Vesting date
1 September 2022 4,949 £1.4547 per share 28 February 2026
iii) Options and awards held by James Beaumont
Industrials REIT Long Term Incentive Plan 2018
Grant Date Number of Exercise price Vesting date Expiry Date
shares under
option
(including
dividends)
6 June 2019 130,884 111.71 pence 31 March 6 June 2029
per share 2022***
12 June 2020 117,053 104.92 pence 31 March 12 June 2030
per share 2023***
11 June 2021 126,493* Nil-cost 11 June 2024 11 June 2031
10 June 2022 111,073* Nil-cost 10 June 2025 10 June 2032
Industrials REIT Short Term Incentive Plan 2018
Grant Date Number of Exercise Vesting date
shares price
12 June 2020 3,703 Nil-cost 31 March 12 June 2030
2022**
11 June 2021 18,694 Nil-cost 31 March 11 June 2031
2023**
10 June 2022 25,102 Nil-cost 31 March 10 June 2032
2024**
Industrials REIT ShareSave Incentive Plan 2022
Date of award Number of shares Exercise price Vesting date
1 September 2022 2,474 £1.4547 per share 28 February 2026
*Subject to the assessment of the satisfaction of the relevant performance conditions.
**One third of the award vests on the date of the award, one third vests on the first anniversary of the end of the
financial year-end in respect of which the award arises and one third of the award vests on the third anniversary
of the end of the financial year-end in respect of which the award arises.
***For market-value options: One third of the award vests on the first anniversary of the financial year-end
immediately preceding the date of award, one third of the award vests on the second anniversary of the financial
year end immediately preceding the date of award and one third of the award vests on the third anniversary of the
financial year-end immediately preceding the date of award.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell
relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal,
relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the
party to the offer making the disclosure or any person acting in concert with it:
Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements
or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer
making the disclosure, or any person acting in concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is
referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 19 April 2023
Contact name: Sarah Bellilchi
Telephone number: 44 (0) 20 3918 6641
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on
44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
For further information:
Industrials REIT Limited 44(0)20 3918 6600
Paul Arenson (paul.arenson@industrials.co.uk)
Julian Carey (julian.carey@industrials.co.uk)
James Beaumont (james.beaumont@industrials.co.uk)
Numis Securities Limited (Financial Adviser) 44(0)20 7260 1000
Hugh Jonathan
Vicki Paine
FTI Consulting (PR Adviser) 44(0)20 3727 1000
Richard Sunderland
Richard Gotla
Neel Bose
industrialsreit@fticonsulting.com
Java Capital 27 (0)11 722 3050
(JSE Sponsor)
About Industrials REIT:
Industrials REIT is a UK REIT with a primary listing on the London Stock Exchange and a secondary listing on the
Johannesburg Stock Exchange. The objective of the Company is to deliver a combination of sustainable growing income and
growth in value to its investors. Industrials REIT focuses on owning and operating a diversified portfolio of UK purpose built
multi-let industrial (MLI) estates across the UK. The Company aspires to be the leading MLI business in the UK. For further
information, go to www.industrialsreit.com.
Date: 19-04-2023 04:30:00
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