Publication of cash consideration currency exchange rate
INDUSTRIALS REIT LIMITED
(Registered in Guernsey)
(Registration number 64865)
LSE share code: MLI JSE share code: MLI
ISIN: GG00BFWMR296
("Industrials REIT" or the "Company")
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.
FOR IMMEDIATE RELEASE
20 June 2023
RECOMMENDED FINAL* CASH OFFER
for
Industrials REIT Limited
by
Sussex Bidco LP
(a newly-formed limited partnership indirectly owned by investment funds advised by affiliates of Blackstone Inc.)
to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey)
Law 2008, as amended
PUBLICATION OF CASH CONSIDERATION CURRENCY EXCHANGE RATE
On 31 May 2023, the board of Industrials REIT Limited ("Industrials") announced that at a Court Meeting
of Scheme Shareholders and General Meeting of Industrials Shareholders held on the same date as the
announcement, the necessary resolutions had been duly passed to implement the recommended final cash
offer made by Sussex Bidco LP ("Bidco") to acquire the entire issued and to be issued share capital of
Industrials (the "Acquisition") by way of a Court-sanctioned scheme of arrangement under Part VIII of the
Companies (Guernsey) Law, 2008 (as amended) (the "Scheme").
The Scheme remains subject to certain conditions, including sanction by the Court at the Court Hearing
(expected to take place later today) and the delivery of a copy of the Scheme Court Order to the Guernsey
Registry.
* 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.
Cash Consideration Currency Exchange Rate
It was disclosed in the Scheme Document that Scheme Shareholders registered on the South African
Register will receive the Cash Consideration payable to them under the Scheme in South African rand
converted at the GBP/Rand Exchange Rate. As at the date of this announcement, the GBP/Rand Exchange
Rate is ZAR 23.365 for each GBP 1.00 and this conversion rate shall be used for the Scheme. Accordingly,
subject to the sanction of the Court, the Cash Consideration payable under the Scheme to such Scheme
Shareholders of 168 pence per Scheme Share will be equal to ZAR 39.25320 (39 253.20 ZAR cents) per
Scheme Share.
Full details of the Acquisition are set out in the Scheme Document.
General
The terms of the Scheme are set out in the scheme document published by Industrials on 9 May 2023, a
copy of which is available on Industrials’ website at www.industrialsreit.com (the "Scheme Document").
Capitalised terms used but not defined in this announcement (the "Announcement") have the meanings
given to them in the Scheme Document. All references to times in this Announcement are to London times,
unless otherwise stated.
Enquiries:
Industrials 44 20 3918 6600
Paul Arenson
Julian Carey
James Beaumont
Numis (Joint Financial Adviser and Corporate Broker to 44 20 7260 1000
Industrials)
Hugh Jonathan
Stuart Ord
Eastdil Secured (Joint Financial Adviser to Industrials) 44 20 7074 4950
Max von Hurter
Tomas Ribeiro
Brunswick Group (PR Adviser to Blackstone and Bidco) 44 20 7404 5959
Azadeh Varzi
Peter Hesse
FTI Consulting (Financial PR Adviser to Industrials) 44 20 3727 1000
Richard Sunderland
Richard Gotla
Blackstone/Bidco 44 75 5367 3528
Dafina Grapci-Penney
Rothschild & Co (Lead Financial Adviser to Blackstone and Bidco) 44 20 7280 5000
Alex Midgen
Sam Green
Jake Shackleford
RBC Capital Markets (Financial Adviser to Blackstone and 44 207 653 4000
Bidco)
Charlie Foster
Paul Lim
Nik Ingstrup
Java Capital is acting as JSE sponsor to Industrials.
Important notices
Numis Securities Limited ("Numis") which is authorised and regulated in the United Kingdom by the FCA,
is acting as the financial adviser and Rule 3 financial adviser to Industrials and no one else in connection
with the Acquisition and the matters set out in this announcement and shall not be responsible to anyone
other than Industrials for providing the protections afforded to clients of Numis, nor for providing advice in
connection with the Acquisition or any matter referred to herein. 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. Numis has given, and not withdrawn, its consent to the inclusion in this announcement
of the references to its name and the advice it has given to Industrials in the form and context in which they
appear.
Eastdil Secured International Limited ("Eastdil Secured") which is authorised and regulated in the United
Kingdom by the FCA, is acting as the financial adviser to Industrials and no one else in connection with the
Acquisition and the matters set out in this announcement and shall not be responsible to anyone other than
Industrials for providing the protections afforded to clients of Eastdil Secured, nor for providing advice in
connection with the Acquisition 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. Eastdil Secured has given, and not withdrawn, its consent to
the inclusion in this announcement of the references to its name and the advice it has given to Industrials
in the form and context in which they appear.
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, 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. Java
Capital has given, and not withdrawn, its consent to the inclusion in this announcement of the references to
its name and the advice it has given to Industrials in the form and context in which they appear.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United
Kingdom by the FCA, is acting for Blackstone and Bidco and no one else in connection with the matters
referred to in this announcement. Rothschild & Co, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their client, nor will they be responsible to anyone
other than Blackstone and Bidco for providing the protections afforded to the clients of Rothschild & Co nor
for providing advice in relation to the matters referred to in this announcement.
RBC Europe Limited (trading as "RBC Capital Markets"), which is authorised by the PRA and regulated by
the FCA and the PRA in the United Kingdom, is acting for Blackstone and Bidco and 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.
Neither the US Securities and Exchange Commission nor any US state securities commission or regulatory
authority has reviewed or approved this announcement or the Scheme. Any representation to the contrary
is a criminal offence in the United States.
Overseas shareholders
The implications of the Scheme for Overseas Shareholders may be affected by the laws of their relevant
jurisdictions. Overseas Shareholders should inform themselves about and observe any applicable legal
requirements. It is the responsibility of each Overseas Shareholder to satisfy himself as to the full
observance of the laws of the relevant jurisdiction in connection with the Scheme, including the obtaining of
any governmental, exchange control or other consents which may be required, or the compliance with other
necessary formalities which are required to be observed and the payment of any issue, transfer or other
taxes due in such jurisdiction.
This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or
subscribe for shares in any jurisdiction in which such offer or solicitation is unlawful.
This announcement has been prepared for the purposes of complying with English law, Guernsey law, the
Takeover Code, requirements of the Panel, the London Stock Exchange, the Listing Rules, the FCA, the
South African Financial Markets Act 19 of 2012 (as amended) and the JSE Listings Requirements 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 any other jurisdiction.
Forward-looking statements
This announcement (including information incorporated by reference in this 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" and which are
prospective in nature. These forward-looking statements can be identified by the fact that they do not relate
only to historical or current facts. These statements are based on assumptions and assessments made by
Industrials and/or Bidco, in light of their experience and 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 or implied by the
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. Often, but not always, forward-
looking statements can be identified by the use of forward-looking words such as "plans", "goals", "hopes",
"expects", "is expected", "envisages", "continue", "is subject to", "budget", "scheduled", "estimates",
"forecasts", "predicts", "intends", "anticipates", "believes", "targets", "aims", "projects", "future-proofing" or
words or terms of similar substance or the negative of such words or terms, as well as variations of such
words and phrases or statements that certain actions, events or results "may", "could", "should", "would",
"might" or "will" (or words of similar meaning) be taken, occur or be achieved. Such statements are qualified
in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking
statements may include statements relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management strategies and the expansion and growth of
Bidco’s or any member of the Wider Bidco Group’s, Industrials’ or any member of the Wider Industrials
Group’s operations; and (iii) the effects of global economic conditions and governmental regulation on
Bidco’s, any member of the Wider Bidco Group’s, Industrials’ or any member of the Wider Industrials
Group’s business.
Such forward-looking statements involve known and unknown risks and uncertainties that could significantly
affect expected results and are based on certain key assumptions. Many factors may cause the actual
results, performance or achievements of the Wider Bidco Group and/or the Wider Industrials Group to be
materially different from any future results, performance or achievements expressed or implied by the
forward-looking statements. These factors include changes in the global, political, economic, business,
competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and
future business combinations or disposals. For a discussion of important factors which could cause actual
results to differ from forward-looking statements in relation to the Industrials Group, refer to the Annual
Report and the audited financial statements of the Industrials Group for the financial year ended 31 March
2022. Each of Bidco and the Industrials Group, and each of their respective members, directors, officers,
employees, advisers and persons acting on their behalf expressly disclaims any intention or obligation to
update or revise any forward-looking or other statements contained in this announcement, whether as a
result of new information, future events or otherwise, except as required by applicable law.
No member of the Wider Industrials Group, nor the Wider Bidco Group, nor any of their respective
associates, directors, officers, employees 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 member of the Wider Industrials Group, Blackstone, nor the Wider Bidco Group, nor any of their
respective associates, directors, officers, employees or advisers assume any obligation and the Wider
Industrials Group, Blackstone and the Wider Bidco Group 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 this announcement, no forward-looking or other statements have been
reviewed by the auditors of Industrials, Blackstone or the Wider Bidco Group or their respective financial
advisers. All subsequent oral or written forward-looking statements attributable to Industrials or any member
of the Wider Bidco Group, or any of their respective associates, directors, officers, employees or advisers,
are expressly qualified in their entirety by the cautionary statement above.
No profit forecast, estimate or quantified benefits statements
No statement in this announcement or incorporated by reference into this announcement is intended to
constitute a profit forecast, profit estimate or quantified benefits statements for Industrials or Bidco for any
period, nor should any statement in this announcement or incorporated by reference into this announcement
be interpreted to mean that earnings or earnings per Industrials Share for the current or future financial
years would necessarily match or exceed the historical published earnings or earnings per Industrials Share.
Publication on website
A copy of this announcement (together with any document incorporated by reference) and the documents
required to be published pursuant to Rule 26 of the Takeover Code will be made available, free of charge,
subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Industrials’ website
at www.industrialsreit.com by no later than 12 pm London time (1 pm SAST) on the date following the
publication of this announcement. Save as expressly referred to in this announcement, neither the contents
of Industrials’ website, Blackstone’s website nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this announcement.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is entitled to receive such documents (including
information incorporated by reference into such documents by reference to another source) in hard copy
form.
Industrials Shareholders recorded on the Guernsey Register may request hard copies of this document by
contacting the Guernsey Registrar at c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY or on 44 (0)
370 707 4040 between 8.30 am and 5.30 pm (London time) Monday to Friday (public holidays excepted).
Calls to this number are charged at the applicable international rate. Calls from a mobile device may incur
network extras.
Industrials Shareholders recorded on the South African Register may request hard copies of this document
by contacting the South African Registrar 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
9.00 am and 5.30 pm (SAST) Monday to Friday (public holidays in South Africa excepted). Calls outside
South Africa are charged at the applicable international rate. Calls from a mobile device may incur network
extras.
Such persons may also request that all future documents, announcements and information to be sent to
them in relation to the Acquisition should be in hard copy form.
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 required under Section 4 of Appendix 4 of the Takeover Code to comply
with Rule 2.11(c) of the Takeover Code.
Dealing disclosure requirements
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) of the Takeover
Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the
commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the 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, save to the extent that these details have previously been
disclosed under Rule 8 of the Takeover Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the
Takeover Code applies must be made by no later than 3.30 pm (London time) on the business day following
the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal,
to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Code.
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 of the Takeover Code).
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.
Date: 20-06-2023 09:00:00
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