De-listing and cancellation of trading of Industrials shares on the Johannesburg Stock Exchange
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.
FOR IMMEDIATE RELEASE
26 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
DE-LISTING AND CANCELLATION OF TRADING OF INDUSTRIALS SHARES ON THE JOHANNESBURG STOCK EXCHANGE
Further to the announcement made by Industrials REIT Limited ("Industrials") on 21 June 2023 where
Industrials Shareholders were advised that, subject to the approval of the Executive Committee of the
Johannesburg Stock Exchange ("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 on the basis that Industrials no longer complies with the public spread provisions pursuant to
paragraph 4.28(e) of the JSE Listings Requirements.
Industrials Shareholders are accordingly advised that the approval of the Executive Committee of the JSE
has been received and the JSE has advised Industrials that, in accordance with the timetable in the
announcement published on SENS on Wednesday, 21 June 2023, it will be terminating the listing of
Industrials Shares on the main board of the JSE with effect from the commencement of trading on Tuesday,
27 June 2023.
Capitalised terms used but not defined in this announcement (the "Announcement") have the meanings
given to them in the scheme document published on 9 May 2023 (a copy of which is available on Industrials'
website at www.industrialsreit.com).
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: 26-06-2023 03:00:00
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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.