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 THAT
JURISDICTION
THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE"). THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE
NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE
MADE
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR IMMEDIATE RELEASE
29 July 2024
Tritax EuroBox
plc
Update re Possible
Offer
On 1 July 2024, the Board of Tritax
EuroBox plc ("Tritax EuroBox" or the "Company") (the "Board")
announced that it was in discussions with a number of parties from
whom it had received and/or solicited expressions of interest
regarding a possible offer for the Company, in addition to
Brookfield Asset Management ("Brookfield"). Discussions with these
parties and the provision of due diligence information remains
ongoing.
The Board also announced an
extension to 5.00 pm (London time) on 29 July 2024 of the deadline
(the "PUSU Deadline") by which Brookfield must either announce a
firm intention to make an offer for Tritax EuroBox in accordance
with Rule 2.7 of the Code or announce that it does not intend to
make an offer for Tritax EuroBox, in which case the announcement
would be treated as a statement to which Rule 2.8 of the Code
applies.
In accordance with Rule 2.6(c) of
the Code, the Board has requested, and the Takeover Panel has
consented to, a further extension of the PUSU Deadline for
Brookfield to 5.00 pm (London time) on 26 August 2024. This
deadline can be extended by the Board with the consent of the
Takeover Panel.
As set out on 1 July 2024, the
Takeover Panel has granted a dispensation from the requirement of
Rule 2.4(b) of the Code such that the Company is not required to
identify any potential offeror whose existence it has referred to
unless that potential offeror has been specifically identified in
any rumour or speculation.
There can be no certainty that any
firm offer will be made by Brookfield or any other party, nor as to
the terms of any such offer.
A further announcement will be made
as appropriate. In the meantime, shareholders are advised to take
no action.
Enquiries:
Tritax EuroBox
+44
20 7290 1616
Robert Orr, Chair
Phil Redding, CEO
Mehdi Bourassi, CFO
Charles Chalkly, Director of
Investor Relations
Lazard (Lead Financial Adviser)
+44 20 7187
2000
Patrick Long
Jolyon Coates
Sebastian O'Shea-Farren
Jefferies
(Joint Financial
Adviser and Joint Corporate Broker)
+44 20 7029 8000
Rishi Bhuchar
Ed Matthews
Gaudi Le Roux
Barclays (Joint Financial Adviser and Joint Corporate
Broker)
+44 20 7623
2323
Bronson Albery
Tom Macdonald
Callum West
Kekst CNC (PR Adviser)
Richard Campbell
+44 7775
784 933
Guy Bates
+44 7581 056
415
Tom Climie
+44 7760 160
248
Inside
information
The information contained within
this announcement is deemed by Tritax EuroBox to constitute inside
information as stipulated under the Market Abuse Regulation (EU)
No.596/2014 (as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018). On the publication of this
announcement via a Regulatory Information Service, such information
is now considered to be in the public domain.
For the purposes of MAR, this announcement is being
made on behalf of Tritax EuroBox by Hana Beard, Company
Secretary.
Notices related to financial
advisers
Lazard & Co., Limited
("Lazard"), which is authorised and regulated in the United Kingdom
by the Financial Conduct Authority (the "FCA"), is acting
exclusively as financial adviser to Tritax EuroBox and no one else
in connection with the Possible Offer and will not be responsible
to anyone other than Tritax EuroBox for providing the protections
afforded to clients of Lazard nor for providing advice in relation
to the Possible Offer or any other matters referred to in this
announcement. Neither Lazard nor any of its affiliates (nor
any of their respective directors, officers, employees or agents),
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 Lazard in connection with the Possible Offer, this
announcement, any statement contained herein or
otherwise.
Barclays Bank PLC ("Barclays"),
acting through its investment bank, which is authorised by the PRA
and regulated in the United Kingdom by the FCA and the Prudential
Regulation Authority (the "PRA"), is acting exclusively as
financial adviser to Tritax EuroBox and no one else in connection
with the matters set out in this announcement and will not be
responsible to anyone other than Tritax EuroBox for providing the
protections afforded to clients of Barclays nor for providing
advice in relation to the matters set out in this
announcement.
Jefferies International Limited
("Jefferies"), which is authorised and regulated in the UK by the
FCA, is acting exclusively for Tritax EuroBox and no one else in
connection with the Possible Offer and shall not be responsible to
anyone other than Tritax EuroBox for providing the protections
afforded to clients of Jefferies, nor for providing advice in
connection with the Possible Offer or any matter referred to
herein. Neither Jefferies nor any of its affiliates (nor any of its
or their respective directors, officers, employees, representatives
or agents) 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 Jefferies in connection with the Possible Offer,
this announcement, any statement contained herein or
otherwise.
Disclosure requirements of
the Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1% 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) 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 Code, any
person who is, or becomes, interested in 1% 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. A Dealing Disclosure
by a person to whom Rule 8.3(b) 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.
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.
If you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure, you should
contact the Panel's Market Surveillance Unit on +44 (0) 20 7638
0129.
Rule 2.9
disclosure
In accordance with Rule 2.9 of the
Code, as at the close of business on 26 July 2024 (being the business day
prior to the date of this announcement), Tritax EuroBox confirms
that it had in issue 806,803,984 ordinary shares of 1 cent per
share, each with voting rights and admitted to trading on the Main
Market of the London Stock Exchange under the ISIN code
GB00BG382L74.
Rule 26.1
information
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be made available free of
charge, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on Tritax EuroBox's website
at www.tritaxeurobox.co.uk no later than 12
noon (London time) on the business day following the date of this
announcement.
For the avoidance of doubt, the
contents of the website referred to in this announcement are not
incorporated into, and do not form part of, this
announcement.
Additional
Information
This announcement is for information purposes only
and is not intended to, and does not, constitute or form part of
any offer, invitation or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to this announcement or otherwise. Any
offer, if made, will be made solely by certain offer documentation
which will contain the full terms and conditions of any offer,
including details of how it may be accepted. The distribution of
this announcement in jurisdictions other than the United Kingdom
and the availability of any offer to shareholders of Tritax EuroBox
who are not resident in the United Kingdom may be affected by the
laws of other relevant jurisdictions. Therefore, any persons who
are subject to the laws of any jurisdiction other than the United
Kingdom or shareholders of Tritax EuroBox who are not resident in
the United Kingdom will need to inform themselves about, and
observe, any applicable requirements.