Scheme of arrangement becomes effective
INDUSTRIALS REIT LIMITED
(Registered in Guernsey)
(Registration number 64865)
LSE share code: MLI JSE share code: MLI
ISIN: GG00BFWMR296
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
21 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
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 20 June 2023, Industrials and Bidco announced that the Court had sanctioned the Scheme at the Court
Hearing.
Industrials and Bidco are now pleased to announce that the Scheme Court Order has been delivered to the
Guernsey Registry today and, accordingly, the Scheme has now become effective in accordance with its
terms. The entire issued ordinary share capital of Industrials is therefore now owned by Bidco. 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.
Settlement
A Scheme Shareholder on the register of members of Industrials at the Scheme Record Time, being
6.00 p.m. (7.00 p.m. SAST) on 20 June 2023, will be entitled to receive 168 pence in cash for each Scheme
Share held (which, for Scheme Shareholders registered on the South African Register, is equal to 39.25320
Rand (3 925.32 cents) per Scheme Share, at the GBP/Rand Exchange Rate of 23.365 Rand for each GBP
1.00 as announced on 20 June 2023). In accordance with the terms of the Scheme, settlement of the Cash
Consideration to which any Scheme Shareholder is entitled will be effected within 14 days of the Effective
Date in the manner and subject to what is set out below.
(a) Where Scheme Shares are held in certificated form
Where, at the Scheme Record Time, and subject to the remainder of this section, a Scheme Shareholder
holds Scheme Shares in certificated form, settlement of the Cash Consideration shall be dispatched by
cheque or by electronic payment to their mandated bank or building society account as recorded by the
Registrars or by such other method as may be approved by the Panel.
In light of ongoing concerns about the reliability of the South African postal system and, where deemed
necessary, to enhance the processes by which certificated shareholders will receive the Cash
Consideration, it is proposed that cheques will not be mailed to (a) Scheme Shareholders who hold their
shares in certificated form and have a registered address on the Guernsey Register in South Africa, (b)
Scheme Shareholders who hold their Scheme Shares in certificated form on the South African Register or
(c) any other Scheme Shareholder who holds their shares in certificated form where the Company and/or
either of the Registrars has identified a verification issue with the information provided for that Scheme
Shareholder or any underlying beneficial holders, where the information is required for the purpose of
payment of the Cash Consideration to the Scheme Shareholder, which needs to be addressed before
payment of the Cash Consideration to such Scheme Shareholder can be made. In these circumstances,
the Registrars will, where they hold validated, and verified mandated bank or building society electronic
payment details for such Scheme Shareholder, dispatch payment to them by way of electronic payment to
their mandated bank or building society or, where they do not have such details, hold the Cash
Consideration on trust for such Scheme Shareholders and engage with each of them to verify their identity
and payment details before payment of the Cash Consideration is made to them (whether by way of
electronic payment or, if requested, cheque (in the latter case only in respect of such Scheme Shareholders
who do not have a registered address on the Register in South Africa)). In addition and without prejudice to
the foregoing, no electronic payment shall be made to any Scheme Shareholder where the Company and/or
the Registrars have been unable to validate the electronic payment details to the satisfaction of the
Company and/or the Registrars. The Registrars shall also have the power to withhold any Cash
Consideration payable to any Scheme Shareholder where either the Company and/or either of the
Registrars believe that there is a verification issue with the information provided for that Scheme
Shareholder or any underlying beneficial holders, where the information is required for the purpose of
payment of the Cash Consideration to the Scheme Shareholder. Further details of such trust arrangement
are set out in paragraph 4 in Part 3 of the Scheme Document.
Subject to the above, all deliveries of cheques required to be made pursuant to the Scheme shall be effected
by posting them no later than 14 days after the Effective Date by first class post or by such other method as
may be approved by the Panel, addressed to the persons entitled to them at their respective addresses as
appearing in the Register at the Scheme Record Time (or, in the case of joint holders, at the address of that
one of the joint holders whose name stands first in the Register in respect of such joint holding at such time)
and neither Industrials nor Bidco (nor any of their respective nominees or agents) shall be responsible for
any loss or delay in the transmission of cheques sent in this way.
All Cash Consideration due to Scheme Shareholders registered on the Guernsey Register shall be paid in
pounds sterling and, in the case of a cheque, drawn on a UK clearing bank or by electronic payment to their
mandated bank or building society account as recorded by the Guernsey Registrar.
In the case of Scheme Shareholders on the Guernsey Register, all cheques shall be made payable to the
holder (except that, in the case of joint holders, Bidco reserves the right to make cheques payable to the joint
holder whose name stands first in the Register in respect of such joint holding at the Scheme Record Time)
and the encashment of any such cheque shall be a complete discharge to Bidco for the obligation to pay
the monies represented thereby. As noted above, no cheques will be issued or paid to (a) Scheme
Shareholders who hold their shares in certificated form and have a registered address on the Guernsey
Register in South Africa, (b) Scheme Shareholders who hold their Scheme Shares in certificated form on
the South African Register or (c) any other Scheme Shareholder who holds their shares in certificated form
where the Company and/or either of the Registrars has identified a verification issue. The Cash
Consideration due to such Scheme Shareholders will be held in trust by the Registrars on behalf of such
Scheme Shareholder for a period of twelve years from the Effective Date, after which time if it remains
unclaimed for any reason the Cash Consideration will be forfeited and cease to remain owing by Bidco or
Industrials (or the Guernsey Registrar) and shall thenceforth belong to Bidco (with any interest accruing
being for the benefit of Bidco). For the avoidance of doubt, no interest will accrue for the benefit of Scheme
Shareholders on the Cash Consideration.
(b) Where Scheme Shares are held in uncertificated or dematerialised form (that is, in CREST or
the STRATE system)
Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in uncertificated or
dematerialised form, the payment of Cash Consideration to which:
(i) CREST shareholders are entitled, shall be effected through CREST by Bidco instructing (or
procuring the instruction of) Euroclear to create a CREST assured payment obligation in
accordance with the CREST assured payment arrangements in favour of the appropriate
CREST account through which the relevant Scheme Shareholder holds those uncertificated
Scheme Shares in respect of the Cash Consideration due to that Scheme Shareholder; or
(ii) STRATE shareholders are entitled, shall be effected through the STRATE system by Bidco
instructing (or procuring the instruction of) STRATE or the South African Registrar (as
applicable) to create a STRATE system assured payment obligation in accordance with the
STRATE system assured payment arrangements in favour of the appropriate STRATE
account through which the relevant Scheme Shareholder holds those dematerialised Scheme
Shares in respect of the Cash Consideration due to that Scheme Shareholder, with such Cash
Consideration having been converted into Rand at the GBP/Rand Exchange Rate of
23.365 Rand for each GBP 1.00.
The instruction by (or on behalf of) Bidco to create an assured payment arrangement (whether under
CREST or the STRATE system) shall be a complete discharge of Bidco's obligations under the Scheme
with reference to payments through CREST or the STRATE system (as relevant).
The CREST payment obligations set out above will be created within 14 days after the Effective Date. As
from the Effective Date, each holding of Industrials Shares credited to any stock account in CREST will be
disabled and all Industrials Shares will be removed from CREST in due course thereafter. The STRATE
payment obligations set out above will be settled within five days after the Effective Date. As from the
Effective Date, each holding of Industrials Shares credited to any stock account in the STRATE system will
be disabled and all Industrials Shares will be removed from the STRATE system on the business day
following settlement of the STRATE payment obligations.
Bidco reserves the right to pay Cash Consideration to all or any relevant CREST or STRATE shareholders
at the Scheme Record Time by cheque or electronic payment to their mandated bank or building society
account as recorded by the Registrars as set out above if for any reason it wishes to do so.
(c) For all Scheme Shareholders
No electronic payment shall be made to any Scheme Shareholder where the Company and/or the Registrars
have been unable to validate the electronic payment details to the satisfaction of the Company and/or the
Registrars. The Registrars shall also have the power to withhold any Cash Consideration payable to any
Scheme Shareholder where either the Company and/or either of the Registrars believe that there is a
verification issue with the information provided for that Scheme Shareholder or any underlying beneficial
holders, where the information is required for the purpose of payment of the Cash Consideration to the
Scheme Shareholder. Further details of such trust arrangement are set out in paragraph 4 in Part 3 of the
Scheme Document.
Suspension and cancellation of listing and trading of Industrials Shares
The listing of Industrials Shares on the premium listing segment of the Official List of the Financial Conduct
Authority ("FCA") and the admission to trading of Industrials Shares on the London Stock Exchange's
("LSE") main market for listed securities were suspended with effect from 7.30 a.m. (London time) on 21
June 2023. Dealings in Industrials Shares on the main board of the Johannesburg Stock Exchange ("JSE")
were suspended with effect from 9.00 a.m. (SAST) on 21 June 2023.
Applications have been made to the FCA and the LSE in relation to the de-listing of Industrials Shares from
the premium listing segment of the Official List and the cancellation of the admission to trading of Industrials
Shares on the LSE's main market for listed securities, which is expected to take place by 8.00 a.m. (London
time) on 22 June 2023.
It is expected that, subject to the approval of the Executive Committee of the JSE, the JSE will initiate the
termination of the secondary listing of Industrials Shares on the main board of the JSE, in terms of
paragraphs 1.12 and 1.13 of the JSE Listings Requirements, to take effect following today (being the
Effective Date) on the basis that Industrials no longer complies with the public spread provisions pursuant
to paragraph 4.28(e) of the JSE Listings Requirements. The delisting of Industrials Shares from the JSE is
expected to take effect by 9.00 a.m. (SAST) on 27 June 2023, being the first Business Day following the
date on which payment of the Cash Consideration is expected to be made to Industrials Shareholders on
the South African Register.
Director changes
As the Scheme has now become Effective, Industrials announces that, as of today's date, Richard Grant,
Paul Miller, Philip Holland, Patsy Watson, Richard Smith and Louisa Bell have tendered their resignations
and have stepped down from the Industrials Board.
Full details of the Acquisition are set out in the Scheme Document.
Timetable
The expected timetable of principal events for the implementation of the Scheme remains as set out in the
Scheme Document and is also set out below. The dates are indicative only and are subject to change. If
any of the dates and/or times in the expected timetable change, the revised dates and/or times will be
notified by announcement through a Regulatory Information Service and SENS with such announcement
being made available on Industrials' website at www.industrialsreit.com.
EVENT TIME AND/OR DATE
Cancellation of listing of Industrials Shares on LSE By 8.00 am (9.00 am SAST) on
Thursday 22 June 2023
Last day for settlement of trades prior to Scheme Friday 23 June 2023
Record Time on the South African Register
Payment made to Industrials Shareholders on the Monday 26 June 2023
South African Register
Delisting of Industrials Shares from the JSE By 9.00 am SAST on
Tuesday 27 June 2023
Latest date for dispatch of cheques, electronic Wednesday 5 July 2023
payment and/or settlement through CREST to
Industrial Shareholders on the Guernsey Register
in respect of the Cash Consideration
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
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. BofA Securities and Deutsche Bank are also acting
as financial advisers to Bidco.
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.
Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated by the FCA
and the PRA in the United Kingdom, is acting exclusively for Bidco and for no one else and will not be
responsible to anyone other than Bidco for providing the protections afforded to its clients or for providing
advice in relation to the matters referred to in this announcement. Neither BofA Securities, nor any of its
affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether
in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in
connection with this announcement, any statement contained herein or otherwise.
Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of
Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the
District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The
London branch of Deutsche Bank AG is registered in the register of companies for England and Wales
(registration number BR000005) with its registered address and principal place of business at Winchester
House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is authorised and regulated by
the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect
to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential
Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by
the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and
regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request.
Deutsche Bank AG, London Branch ("Deutsche Bank") is acting as financial adviser to Bidco and no one
else in connection with the matters described in this announcement and will not be responsible to anyone
other than Bidco for providing the protections afforded to clients of Deutsche Bank nor for providing advice
in connection with the subject matter of this announcement or any other matter referred to in 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.
Date: 21-06-2023 10:46:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.