TIDMMLI
RNS Number : 3308D
Industrials REIT Limited
20 June 2023
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
RECOMMED 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
COURT SANCTION OF SCHEME OF ARRANGEMENT
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").
Industrials is pleased to announce that following the Court
Hearing held earlier today, the Guernsey Court has sanctioned the
Scheme pursuant to which the Acquisition is being implemented.
Pursuant to the Scheme Court Order granted today, the Scheme
shall become effective on delivery of the Scheme Court Order to the
Guernsey Registry which is scheduled to be tomorrow, 21 June
2023.
* 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.
Suspension of trading of Industrials Shares
Applications have been made for the suspension of trading in
Industrials Shares on the London Stock Exchange's ("LSE") main
market for listed securities and the listing of Industrials Shares
on the premium listing segment of the Official List of the
Financial Conduct Authority ("FCA") and such suspensions are
expected to take effect from 7.30 a.m. (London time) on 21 June
2023. The de-listing of Industrials Shares from the premium listing
segment of the Official List of the FCA and the cancellation of the
admission to trading of Industrials Shares on the LSE's main market
for listed securities have also been applied for and is expected,
subject to the Scheme becoming effective, to take place by 8.00
a.m. (London time) on 22 June 2023.
It is intended that upon the Scheme becoming Effective, 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, to take effect following the Effective Date, on the
basis that Industrials will no longer comply with the public spread
provisions pursuant to paragraph 4.28(e) of the JSE Listings
Requirements. The last day of dealings in Industrials Shares on the
main board of the JSE will be today, 20 June 2023, and suspension
of Industrials Shares on the JSE is expected to take effect from
9.00 a.m. (SAST) on 21 June 2023. 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 immediately following
the date on which payment of the Cash Consideration is expected to
be made to Industrials Shareholders on the South African
Register.
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
("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 Industrials) +44 20 7260 1000
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 Bidco) +44 207 653 4000
Charlie Foster
Paul Lim
Nik Ingstrup
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.
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.
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MSCFMMBTMTJTBLJ
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June 20, 2023 08:00 ET (12:00 GMT)
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