NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF
FOR IMMEDIATE RELEASE
RECOMMENDED MANDATORY CASH OFFER
for
by
a newly-formed company indirectly owned by investment funds advised by affiliates of
Blackstone Inc.
COMPULSORY ACQUISITION PROCEDURE
1. Introduction
On
On
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Offer Document. All times referred to in this announcement are to
Warehouse Shareholders are reminded that the Offer became unconditional on
2. Details on Acceptances and Acquisitions of Warehouse Shares
Bidco confirms that, as at
So far as Bidco is aware, out of the 1,177,420 Warehouse Shares (the "Irrevocable Warehouse Shares") which are the subject of irrevocable undertakings in favour of Bidco to accept (or procure or instruct the acceptance of) the Offer from the Warehouse Independent Directors, Bidco has received valid acceptances in respect of 1,125,817 Irrevocable Warehouse Shares and has not yet received Valid Acceptances in respect of 51,603 remaining Irrevocable Warehouse Shares.
In addition,
As at
3. Compulsory Acquisition
As the Takeover Offer has been declared unconditional and Bidco (together with its wholly owned subsidiaries) now has, by virtue of acceptances of the Takeover Offer or otherwise, acquired, or agreed to acquire, Warehouse Shares carrying not less than 90 per cent. of the voting rights then exercisable at a general meeting of Warehouse Shareholders, Bidco will shortly begin the implementation of the compulsory acquisition procedure to acquire any remaining Warehouse Shares in respect of which the Offer has not been accepted under Chapter 3 of Part 28 of the Companies Act, as contemplated by the Offer Document.
Bidco will, shortly, pursuant to sections 979 and 980 of the Companies Act, dispatch formal compulsory acquisition notices (the "Notices") to those Warehouse Shareholders who have not yet accepted the Offer (the "Non-Assenting Shareholders"). The Notices will set out Bidco's intention to acquire any remaining Warehouse Shares in respect of which the Offer has not been accepted on a compulsory basis on the same terms as the Offer.
On the expiry of six weeks from the date of the Notices, unless a Non-Assenting Shareholder has applied to the Court and the Court orders otherwise, the Warehouse Shares held by the Non-Assenting Shareholders will be acquired compulsorily by Bidco on the same terms as the Offer. The consideration to which those Warehouse Shareholders will be entitled will be held by Warehouse on trust on behalf of those Warehouse Shareholders who have not accepted the Offer.
4. Offer remains open for acceptance
Warehouse Shareholders who have not yet accepted the Offer should note that the Offer will remain open for acceptance until further notice. Bidco will give at least 14 calendar days' notice by an announcement before the Offer is closed for acceptances.
5. Action to be taken by Warehouse Shareholders to accept the Offer
Warehouse Shareholders who have not yet accepted the Offer are urged to do so as soon as possible in accordance with the procedures set out in section 13 of Part II (Letter from the Financial Advisers) of the Offer Document. By way of summary:
· Warehouse Shareholders who hold their Warehouse Shares in certificated form should read section 13.1 of Part II (Letter from the Financial Advisers) of the Offer Document and complete the accompanying personalised Form of Acceptance in accordance with the instructions printed thereon. The completed Form of Acceptance, together with the share certificate(s) and/or other document(s) of title, should be returned by post to
· Warehouse Shareholders who hold their Warehouse Shares in uncertificated form (that is, in CREST) should read section 13.2 of Part II (Letter from the Financial Advisers) of the Offer Document and ensure that an electronic acceptance is made by them or on their behalf. If such shareholders hold their Warehouse Shares as a CREST sponsored member, they should refer to their CREST sponsor as only their CREST sponsor will be able to send the necessary TTE instruction to
6. Settlement
Settlement of the consideration to which any Warehouse Shareholder is entitled under the Offer will be effected in the case of further acceptances received, complete in all respects, while the Offer remains open for acceptance, within 14 calendar days of such receipt.
Warehouse Shareholders should note that if they accept the Offer while the Offer remains open, they will receive the consideration in respect of their Warehouse Shares within 14 calendar days of receipt of such acceptance. However, for any Warehouse Shares which Bidco compulsorily acquires, the Non-Assenting Shareholders will not receive their consideration until the completion of the compulsory acquisition procedure, which is expected to take a minimum of six weeks from the posting of the Notices.
7. Interests in Securities
Save as disclosed in this announcement, as at the close of business on the last Business Day prior to this announcement, neither Bidco, nor any Bidco Director, nor, so far as the Bidco Directors' are aware, any other person acting, or deemed to be acting, in concert with Bidco:
· had any interest in, or right to subscribe in respect of, any relevant Warehouse securities;
· had any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or any right to require another person to take purchase or take delivery of relevant Warehouse securities;
· had procured an irrevocable commitment or letter of intent to accept the terms of the Offer in respect of relevant Warehouse securities; or
· had borrowed or lent any relevant Warehouse securities, save for any borrowed shares which have been either on-lent or sold.
8. Questions
If Warehouse Shareholders have any questions about this announcement, the Offer Document or the accompanying document(s), are in any doubt as to how to complete the Form of Acceptance (if they hold Warehouse Shares in certificated form) or as to how to make an electronic acceptance (if they hold Warehouse Shares in uncertificated form through CREST), please contact the Shareholder Helpline operated by Computershare during business hours only (
9. General
The percentages of Warehouse Shares referred to in this announcement are based on the figure of 424,861,650 ordinary Warehouse Shares in issue at
Enquiries:
|
Blackstone/Bidco Dafina Grapci-Penney |
+44 75 5367 3528 |
|
Rothschild & Co (Lead Financial Adviser to Blackstone and Bidco) Alex Midgen Alice Squires Sam Green Jake Shackleford |
+ 44 20 7280 5000 |
|
Deutsche Numis (Joint Financial Adviser to Blackstone and Bidco) Sebastiaan van Loon Hugh Jonathan Stuart Ord Matt Goss |
+44 20 7260 1000 |
Inside Information
This announcement contains inside information as defined in the UK version of the Market Abuse Regulation (EU) No.596/2014, which is part of UK domestic law by virtue of the
Important Notices
Further information
This announcement is for information purposes only and does not constitute an offer or inducement to sell or an invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or a solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Offer Document which shall contain the full terms and Conditions of the Acquisition.
This announcement has been prepared for the purpose of complying with English law, the Listing Rules, and the Takeover Code 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 jurisdictions outside of England.
This announcement does not constitute a prospectus, prospectus equivalent document or an exempted document for purposes of English law, the Listing Rules, or any other law in any other jurisdiction.
Overseas Shareholders
The release, publication or distribution of this announcement and any accompanying documents (in whole or in part) in jurisdictions other than the United Kingdom may be restricted by law and/or regulations. Persons who are not resident in the United Kingdom or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be implemented and documentation relation to the Offer and the Acquisition shall not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws or regulations in that jurisdiction and no person may accept the Offer by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from such jurisdictions where to do so would violate the laws in those jurisdictions. The Offer may not be made available directly or indirectly, into or from or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. The Acquisition shall be subject to the applicable requirements of, the Takeover Code, the Panel, the
Each Warehouse Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition.
The statements contained in this announcement are not to be construed as legal, business, financial or tax advice.
Notice to U.S. investors in Warehouse
The Offer relates to the shares of an English company and is being made by means of a contractual takeover offer under the Takeover Code and under the laws of England and Wales. The Offer is being made in the United States pursuant to all applicable laws and regulations, including, to the extent applicable, to U.S. Holders pursuant to Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder, subject to the exemptions provided by Rule 14d-1(c) under the U.S. Exchange Act for a "Tier I" tender offer, and otherwise in accordance with the requirements of the Takeover Code. Accordingly, the Offer is subject to the disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law. U.S. Holders should note that Warehouse is not listed on a U.S. securities exchange, is not subject to the periodic reporting requirements of the U.S. Exchange Act and is not required to, and does not, file any reports with the
Certain financial information included in this announcement has been or will have been prepared in accordance with generally accepted accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
To the extent permitted by the Takeover Code and applicable law, in accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, Bidco, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Warehouse outside of the United States, outside the Offer, during the Offer Period and the period in which the Offer remains open for acceptance. Also, to the extent permitted by the Takeover Code and applicable law, in accordance with normal United Kingdom practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act, each of Rothschild and Deutsche Numis will continue to act as a connected exempt principal trader in Warehouse Shares on the
It may be difficult for U.S. Holders to enforce their rights and claims arising out of the United States federal securities laws in connection with the Acquisition, since Bidco and Warehouse are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. U.S. Holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a United States court's jurisdiction and judgement.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date. Nothing in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Warehouse, the
NEITHER THE SEC NOR ANY SECURITIES SUPERVISORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES HAS APPROVED OR DISAPPROVED THE OFFER OR REVIEWED IT FOR ITS FAIRNESS, NOR HAVE THE CONTENTS OF THIS Announcement OR ANY OTHER DOCUMENTATION RELATING TO THE OFFER BEEN REVIEWED FOR ACCURACY, COMPLETENESS OR FAIRNESS BY THE SEC OR ANY SECURITIES SUPERVISORY AUTHORITY IN THE UNITED STATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
Forward looking statements
This announcement (including information incorporated by reference in the Offer Document), oral statements made regarding the Acquisition, and other information published by Bidco or Warehouse contain certain statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Bidco and Warehouse which are or may be deemed to be "forward looking statements". These forward- looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "envisage", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Bidco, in light of its experience and their 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 in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given by Bidco or Warehouse 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. All subsequent oral or written forward-looking statements attributable to any member of the
EXCEPT AS EXPRESSLY PROVIDED IN THE ANNOUNCEMENT, THE FORWARD-LOOKING STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF WAREHOUSE, BLACKSTONE OR BIDCO OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD SIGNIFICANTLY AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY ASSUMPTIONS. THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER BIDCO NOR ANY OF ITS ASSOCIATES OR DIRECTORS, OFFICERS 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.
Information relating to Warehouse Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Warehouse Shareholders, persons with information rights and other relevant persons for the receipt of communications from Warehouse may be provided to Bidco and Blackstone 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.
Publication on a website
A copy of this announcement, the Offer Document and the documents required to be published by Rule 26 of the Takeover Code shall be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Bidco's website at https://document-publication.co.uk/ and Warehouse's website https://www.warehousereit.co.uk/investors/offer-from-blackstone/ by 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 websites referred to in this announcement are not incorporated into and do not form part of this announcement.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
General
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.
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