Recommended All-Share Offer for Tritax EuroBox Plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR JURISDICTIONS WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONS.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF 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). UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE.

4 September 2024

Recommended All-Share Offer
by
SEGRO plc ("SEGRO")
for
Tritax EuroBox plc ("Tritax EuroBox")

to be effected by means of a scheme of arrangement under part 26 of the Companies Act 2006

Summary

The Boards of Tritax EuroBox and SEGRO are pleased to announce that they have reached agreement on the terms of a recommended all-share offer by SEGRO for the entire issued and to be issued share capital of Tritax EuroBox.

It is intended that the Transaction will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The purpose of the Scheme is to enable SEGRO to acquire the whole of the issued and to be issued share capital of Tritax EuroBox.

Under the terms of the Scheme, which will be subject to the Conditions and other terms set out in the full announcement and to the full terms to be set out in the Scheme Document, Tritax EuroBox Shareholders will be entitled to receive:

For each Tritax EuroBox Share: 0.0765 New SEGRO Shares (the "Exchange Ratio")

In addition, Tritax EuroBox Shareholders will be entitled to receive and retain a dividend of 1.25 cents per share (equivalent to approximately 1.05 pence per share at the current exchange rate) in respect of the quarter ending 30 September 2024, to be announced, declared and paid prior to the Effective Date to Tritax EuroBox Shareholders who are on the register at the relevant record time in relation to such dividend (the "Tritax EuroBox Fourth Interim Dividend"), the aggregate value of the New SEGRO Shares to be issued pursuant to the Exchange Ratio and the Tritax EuroBox Fourth Interim Dividend together being the "Transaction Value".

For the avoidance of doubt, as set out in more detail in the full announcement, Tritax EuroBox Shareholders will also continue to be entitled to receive and retain the previously declared Tritax EuroBox Third Interim Dividend.

Based on the closing price per SEGRO Share of 880.0 pence as at 3 September 2024 (being the last Business Day prior to the date of this announcement), the Transaction Value values each Tritax EuroBox Share at 68.4 pence, equivalent to approximately 81.1 cents at the current exchange rate, representing:

· a premium of approximately 27 per cent. to the closing price per Tritax EuroBox share of 53.8 pence as at 31 May 2024, being the last Business Day prior to the commencement of the current Offer Period (the "Undisturbed Date");

· a premium of approximately 27 per cent. to the volume-weighted average price per Tritax EuroBox share of 53.8 pence for the 3-month period prior to the Undisturbed Date;

· a discount of approximately 14 per cent. to Tritax EuroBox's last reported IFRS NAV and EPRA NDV per share of 93.9 cents as at 31 March 2024; and

· an implied Topped-up Net Initial Yield of 5.2 per cent.

On the basis set out above, the Transaction Value values the entire issued and to be issued ordinary share capital of Tritax EuroBox at approximately £552 million (approximately €654 million at the current exchange rate) which, based on Tritax EuroBox's net debt as at 31 March 2024, implies an enterprise value of approximately £1,101 million (approximately €1,306 million at the current exchange rate).

In addition, based on the volume-weighted average prices per SEGRO Share of 881.7 pence and 895.8 pence for the 1-month and 3-month period prior to 3 September 2024, the Transaction Value values each Tritax EuroBox Share at 68.5 pence and 69.6 pence respectively, equivalent to approximately 81.3 cents and 82.5 cents respectively at the current exchange rate, representing:

· premia of approximately 27 per cent. and 29 per cent. respectively to the closing price per Tritax EuroBox share of 53.8 pence as at the Undisturbed Date;

· premia of approximately 27 per cent. and 29 per cent. respectively to the volume-weighted average price per Tritax EuroBox share of 53.8 pence for the 3-month period prior to the Undisturbed Date;

· a discount of approximately 13 per cent. and 12 per cent. respectively to Tritax EuroBox's last reported IFRS NAV and EPRA NDV per share of 93.9 cents as at 31 March 2024; and

· an implied Topped-up Net Initial Yield of 5.2 per cent. and 5.2 per cent. respectively.

On the basis set out above, the Transaction Value values the entire issued and to be issued ordinary share capital of Tritax EuroBox at approximately £553 million and £561 million respectively (approximately €656 million and €666 million respectively at the current exchange rate) which, based on Tritax EuroBox's net debt as at 31 March 2024, implies an enterprise value of approximately £1,102 million and £1,111 million respectively (approximately €1,307 million and €1,318 million respectively at the current exchange rate).

Immediately following the Effective Date, it is expected that SEGRO Shareholders will own approximately 96 per cent., and Tritax EuroBox Shareholders will own approximately 4 per cent., of SEGRO's enlarged issued share capital.

Highlights

The Boards of Tritax EuroBox and SEGRO believe that the Transaction is a compelling opportunity for shareholders in both companies, delivering a significant uplift in value for Tritax EuroBox Shareholders and adding a portfolio of well-diversified and high-quality logistics assets to SEGRO's portfolio on attractive terms.

Since the commencement of the Offer Period on 3 June 2024, the Board of Tritax EuroBox has received and / or solicited expressions of interest regarding a potential sale of Tritax EuroBox from a number of different parties. The Board of Tritax EuroBox has carefully reviewed and negotiated a range of proposals, which included offers for the Company in shares or cash, or the acquisition of the Company's assets (in whole or in part) for cash. The Board of Tritax EuroBox has compared the proposals both to one another and to Tritax EuroBox's standalone prospects, as well as the strategic options considered by the Board of Tritax EuroBox as part of a review in April 2024 (which included, but were not limited to, a potential managed wind-down and a significant share buyback programme funded by disposals, and have been kept under constant review during the Offer Period).

On the basis of this comprehensive assessment, the Board of Tritax EuroBox believes that the Transaction with SEGRO represents a compelling opportunity for Tritax EuroBox Shareholders to achieve a significant and immediate uplift in the value of their investment with the prospect of stronger total shareholder returns and optionality by virtue of enhanced liquidity. By exchanging their shares in Tritax EuroBox for shares in SEGRO, Tritax EuroBox Shareholders would have the option either to:

· retain exposure to the European industrial and logistics sector, through holding shares in the largest and most liquid REIT in Europe, while benefiting from further upside potential from a recovery in market conditions, exposure to an active development programme and the value creation resulting from the Transaction; or

· sell their New SEGRO Shares for cash, taking advantage of SEGRO's significantly greater liquidity, due to SEGRO's £11.9 billion market capitalisation, 100 per cent. free float, primary listing on the London Stock Exchange with a secondary listing on Euronext Paris, and membership of the FTSE 100.

Both SEGRO and Tritax EuroBox have pursued a strategy based on owning prime assets in Europe's major logistics hubs and along key transportation corridors, where occupier demand is most resilient. SEGRO believes that Tritax EuroBox's assets, most of which are located in SEGRO's existing core markets, will complement SEGRO's Continental European big box portfolio (including those assets managed under the SELP joint venture) and strengthen this part of its business. The Tritax EuroBox portfolio has strong income and growth characteristics, which align well with SEGRO's own investment objectives. In addition to the 5.2 per cent. implied Topped-up Net Initial Yield at which SEGRO is acquiring the Tritax EuroBox assets, SEGRO expects to internalise the management of the portfolio through termination of the existing Investment Management Agreement with the Manager, utilising its existing operating platform to manage Tritax EuroBox's properties in its current geographies. It is also expected that there will be additional cost savings from the removal of other corporate expenditure associated with Tritax EuroBox currently being an independent listed entity.

SEGRO also expects to continue to benefit from a strong balance sheet. SEGRO has reached an agreement with the USPP Noteholders to waive their change-of-control rights and roll the €200 million USPP Notes issued by Tritax EuroBox into SEGRO with SEGRO becoming a parent guarantor of such USPP Notes. In addition, the €500 million Green Bonds issued by Tritax EuroBox will roll into SEGRO on their existing terms. Based on the amended terms of the USPP Notes, SEGRO will assume Tritax EuroBox's existing debt at an attractive weighted average cost of debt of 1.5 per cent. with a weighted average maturity of 3 years. Following the Effective Date, SEGRO expects no significant change to its leverage position, with pro forma LTV expected to continue to be approximately 30 per cent.

SEGRO expects the Transaction to be accretive to both EPRA NTA per share and adjusted earnings per share immediately following the Effective Date.

The Scheme is expected to become effective before the end of the calendar year.

Recommendation

The Tritax EuroBox directors, who have been so advised by Lazard, Barclays and Jefferies as to the financial terms of the Transaction, consider the terms of the Transaction to be fair and reasonable. In providing their advice Lazard, Barclays and Jefferies have taken into account the commercial assessments of the Tritax EuroBox directors. Lazard is providing independent financial advice to the Tritax EuroBox directors for the purposes of Rule 3 of the City Code.

Accordingly, the Tritax EuroBox directors intend unanimously to recommend that Tritax EuroBox Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such offer) as the Tritax EuroBox directors have irrevocably undertaken to do in respect of their own beneficial holdings (and the beneficial holdings of their close relatives and related trusts) as described below.

Irrevocable Undertakings

Taking into account the irrevocable undertakings from each of the Tritax EuroBox directors who hold Tritax EuroBox Shares, SEGRO has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Tritax EuroBox General Meeting (or, in the event that the Transaction is implemented by an Offer, to accept (or procure the acceptance of) such Offer) in respect of a total of 612,494 Tritax EuroBox Shares representing, in aggregate, approximately 0.08 per cent. of Tritax EuroBox's issued share capital on 3 September 2024 (being the last Business Day prior to the date of this announcement).

Further details of these irrevocable undertakings are set out in Appendix 3 to this announcement.

Commenting on the Transaction, David Sleath, the Chief Executive of SEGRO, said:

"This transaction offers the opportunity to acquire a high quality portfolio of big box warehouses in core European markets which would complement and enhance our existing assets. The management of the portfolio will be internalised on completion, taking advantage of economies of scale from our existing, locally-based operating platform.

"We intend to apply the long-established SEGRO strategy of disciplined capital allocation and operational excellence, based on an efficient and resilient corporate and capital structure and the Responsible SEGRO principles as we do for all assets we own and manage. While shareholders can expect this approach to lead to some capital recycling, we recognise the high quality of the portfolio assembled by the Manager and look forward to working with it for the benefit of our new and existing shareholders."

Commenting on the Transaction, Robert Orr, the Chair of Tritax EuroBox, said:

"As set out at Tritax EuroBox's half-year results in May this year, the Board has been focused on how best to deliver value for Tritax EuroBox shareholders in an effective and efficient manner. The Board would like to thank the Manager for the important role it has played in curating and managing Tritax EuroBox's high-quality asset base, and actively managing the portfolio in order to achieve the best outcome for shareholders in the context of a difficult macroeconomic environment for the property sector.

The transaction with SEGRO represents a compelling opportunity for Tritax EuroBox shareholders to achieve a significant and immediate uplift in the value of their investment and stronger total shareholder returns, with the option either to retain exposure to the European industrial and logistics sector through holding shares in the largest and most liquid REIT in Europe, or to sell their New SEGRO Shares for cash, taking advantage of SEGRO's significantly greater trading liquidity. The Board is pleased to recommend the Transaction to Tritax EuroBox Shareholders."

This summary should be read in conjunction with the following full announcement and the Appendices.

The Transaction will be subject to the Conditions and other terms set out in the full announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to the full announcement contains bases and sources of certain information contained in this announcement. Details of irrevocable undertakings received by SEGRO are set out in Appendix 3 to the full announcement. 

Appendix 4 to the full announcement contains property valuations supported by valuation reports for each of SEGRO (as at 30 June 2024) and Tritax EuroBox (as at 31 March 2024) pursuant to the requirements of Rule 29 of the City Code. These property valuation reports will, subject to the requirements of the City Code, be reproduced in the Scheme Document. CBRE has given and not withdrawn its consent to the publication of its valuation reports in this announcement in the form and context in which they are included.

Certain terms used in this announcement are defined in Appendix 5 to the full announcement.

A copy of this announcement is available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on SEGRO's website at www.segro.com/investors/disclaimer-agreement-sept-24.

SEGRO will hold a briefing (SEGRO Live Q&A - September 2024) for analysts at 8.00 a.m. (London time) today to discuss the Transaction. The SEGRO Live Q&A - September 2024 will be audio only and will be accessible at 8.00 a.m. (London time) at the following link: https://www.investis-live.com/segro/66c464b67caa6c1900338db2/aworg.

Enquiries:

Slaughter and May is retained as legal adviser to SEGRO and Ashurst LLP is retained as legal adviser to Tritax EuroBox.

Important Notices

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise. The Transaction will be made solely pursuant to the terms of the Scheme Document (or, if the Transaction is implemented by way of an Offer, the Offer Document) , which will contain the full terms and conditions of the Transaction, including details of what action is required from Tritax EuroBox Shareholders in relation to the Transaction. Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information contained in the Scheme Document (or, if the Transaction is implemented by way of an Offer, the Offer Document).

This announcement does not constitute a prospectus or prospectus equivalent document.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Tritax EuroBox Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions 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 Transaction disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purpose of complying with English law and the City 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 the United Kingdom.

Copies of this announcement and any formal documentation relating to the Transaction are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. If the Transaction is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, 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.

UBS is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the FCA and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as adviser to SEGRO and no one else in connection with the matters set out in this announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Lazard, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to Tritax EuroBox and no one else in connection with the Transaction 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 Transaction 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 Transaction, this announcement, any statement contained herein or otherwise.

Barclays which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for 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. In accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Tritax EuroBox and SEGRO securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Jefferies, which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to Tritax EuroBox and no one else in connection with the matters set out in this announcement 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 Transaction or any matters set out in this announcement. 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 Transaction, this announcement, any statement contained herein or otherwise.

Information Relating to Tritax EuroBox Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Tritax EuroBox Shareholders, persons with information rights and other relevant persons for the receipt of communications from Tritax EuroBox may be provided to SEGRO during the Offer Period as required under Section 4 of Appendix 4 of the City Code.

Notice to US investors in Tritax EuroBox

The Transaction relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Transaction is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. If, in the future, SEGRO exercises the right to implement the Transaction by way of an Offer and determines to extend the offer into the United States, the Transaction will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Securities Act or US Exchange Act. Financial information included in this announcement and the Scheme Document (or, if the Transaction is implemented by way of an Offer, the Offer Document) has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The New SEGRO Shares have not been and will not be registered under the US Securities Act. Accordingly, the New SEGRO Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or an exemption therefrom. If the Transaction is effected by way of a scheme of arrangement, any New SEGRO Shares will be issued to holders of Tritax EuroBox Shares in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. In addition, the New SEGRO Shares will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities law of such state.

The receipt of consideration by a US holder of Tritax EuroBox Shares for the transfer of its Tritax EuroBox Shares pursuant to the Scheme may have tax consequences in the US and such consequences, if any, are not described herein. Each holder of Tritax EuroBox Shares is urged to consult their independent professional adviser immediately regarding the tax consequences of the Transaction applicable to them, including under applicable United States state and local, as well as overseas and other, tax laws.

It may be difficult for US holders of Tritax EuroBox Shares to enforce their rights and any claims arising under the US federal securities laws in connection with the Transaction, since SEGRO and Tritax EuroBox are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of Tritax EuroBox Shares may not be able to sue SEGRO or its officers or directors, or Tritax EuroBox or its officers and directors, in a non-US court for violations of the US securities laws. Further, it may be difficult to compel SEGRO, Tritax EuroBox and their respective affiliates to subject themselves to a US court's jurisdiction or judgement.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Tritax EuroBox and certain plans and objectives of SEGRO with respect thereto. 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", "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 Tritax EuroBox and/or SEGRO in light of their 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 document 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 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 document. Neither Tritax EuroBox or SEGRO assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

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 are 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 dispositions.

No Profit Forecasts or Estimates or Quantified Financial Benefits Statements

No statement in this announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this announcement should be interpreted to mean that earnings or earnings per share or dividend per share for SEGRO, Tritax EuroBox or the combined group, as appropriate, for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for SEGRO or Tritax EuroBox as appropriate.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City Code, any person who is interested in one 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) applies must be made by no later than 3.30 p.m. (London time) on the 10 ^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10 ^th 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 City Code, any person who is, or becomes, interested in one 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. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (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.

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). 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.

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.

Publication on Website and Availability of Hard Copies

A copy of this announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the City Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on SEGRO's website at www.segro.com/investors/disclaimer-agreement-sept-24 and on Tritax EuroBox's website at https://www.tritaxeurobox.co.uk/investors/shareholder-information/recommended-all-share-offer by no later than 12 noon (London time) on the Business Day following 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.

In accordance with Rule 30.3 of the City Code, Tritax EuroBox Shareholders and persons with information rights may request a hard copy of this announcement by contacting Tritax EuroBox's registrars, Computershare Investor Services PLC at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, or by calling on 0370 703 0010 or +44 370 703 0010 if calling from outside the UK. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that Computershare Investor Services PLC cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Transaction should be in hard copy form.

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 the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Time

All references to time in this announcement are to London time, unless otherwise stated.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR JURISDICTIONS WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTIONS.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF 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). UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE.

4 September 2024

Recommended All-Share Offer
by
SEGRO plc ("SEGRO")
for
Tritax EuroBox plc ("Tritax EuroBox")

to be effected by means of a scheme of arrangement under part 26 of the Companies Act 2006

1. Introduction

The Boards of Tritax EuroBox and SEGRO are pleased to announce that they have reached agreement on the terms of a recommended all-share offer by SEGRO for the entire issued and to be issued share capital of Tritax EuroBox.

It is intended that the Transaction will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The purpose of the Scheme is to enable SEGRO to acquire the whole of the issued and to be issued share capital of Tritax EuroBox.

2. The Transaction

Under the terms of the Scheme, which will be subject to the Conditions and other terms set out in this announcement and to the full terms to be set out in the Scheme Document, Tritax EuroBox Shareholders will be entitled to receive:

For each Tritax EuroBox Share: 0.0765 New SEGRO Shares (the "Exchange Ratio")

In addition, Tritax EuroBox Shareholders will be entitled to receive and retain a dividend of 1.25 cents per share (equivalent to approximately 1.05 pence per share at the current exchange rate) in respect of the quarter ending 30 September 2024, to be announced, declared and paid prior to the Effective Date to Tritax EuroBox Shareholders who are on the register at the relevant record time in relation to such dividend (the "Tritax EuroBox Fourth Interim Dividend"), the aggregate value of the New SEGRO Shares to be issued pursuant to the Exchange Ratio and the Tritax EuroBox Fourth Interim Dividend together being the "Transaction Value".

For the avoidance of doubt, Tritax EuroBox Shareholders will also continue to be entitled to receive and retain the previously declared dividend of 1.25 cents per share (equivalent to approximately 1.05 pence per share at the current exchange rate) in respect of the quarter ending 30 June 2024 that was declared on 8 August 2024 and which is payable on or around 13 September 2024 to Tritax EuroBox Shareholders who are on the register at the close of business on 16 August 2024 (the "Tritax EuroBox Third Interim Dividend") (the Tritax EuroBox Third Interim Dividend and the Tritax EuroBox Fourth Interim Dividend together being the "Tritax EuroBox Interim Dividends").

Based on the closing price per SEGRO Share of 880.0 pence as at 3 September 2024 (being the last Business Day prior to the date of this announcement), the Transaction Value values each Tritax EuroBox Share at 68.4 pence, equivalent to approximately 81.1 cents at the current exchange rate, representing:

· a premium of approximately 27 per cent. to the closing price per Tritax EuroBox share of 53.8 pence as at 31 May 2024, being the last Business Day prior to the commencement of the current Offer Period (the "Undisturbed Date");

· a premium of approximately 27 per cent. to the volume-weighted average price per Tritax EuroBox share of 53.8 pence for the 3-month period prior to the Undisturbed Date;

· a discount of approximately 14 per cent. to Tritax EuroBox's last reported IFRS NAV and EPRA NDV per share of 93.9 cents as at 31 March 2024; and

· an implied Topped-up Net Initial Yield of 5.2 per cent.

On the basis set out above, the Transaction Value values the entire issued and to be issued ordinary share capital of Tritax EuroBox at approximately £552 million (approximately €654 million at the current exchange rate) which, based on Tritax EuroBox's net debt as at 31 March 2024, implies an enterprise value of approximately £1,101 million (approximately €1,306 million at the current exchange rate).

In addition, based on the volume-weighted average prices per SEGRO Share of 881.7 pence and 895.8 pence for the 1-month and 3-month period prior to 3 September 2024, the Transaction Value values each Tritax EuroBox Share at 68.5 pence and 69.6 pence respectively, equivalent to approximately 81.3 cents and 82.5 cents respectively at the current exchange rate, representing:

· premia of approximately 27 per cent. and 29 per cent. respectively to the closing price per Tritax EuroBox share of 53.8 pence as at the Undisturbed Date;

· premia of approximately 27 per cent. and 29 per cent. respectively to the volume-weighted average price per Tritax EuroBox share of 53.8 pence for the 3-month period prior to the Undisturbed Date;

· a discount of approximately 13 per cent. and 12 per cent. respectively to Tritax EuroBox's last reported IFRS NAV and EPRA NDV per share of 93.9 cents as at 31 March 2024; and

· an implied Topped-up Net Initial Yield of 5.2 per cent. and 5.2 per cent. respectively.

On the basis set out above, the Transaction Value values the entire issued and to be issued ordinary share capital of Tritax EuroBox at approximately £553 million and £561 million respectively (approximately €656 million and €666 million respectively at the current exchange rate) which, based on Tritax EuroBox's net debt as at 31 March 2024, implies an enterprise value of approximately £1,102 million and £1,111 million respectively (approximately €1,307 million and €1,318 million respectively at the current exchange rate).

Immediately following the Effective Date, it is expected that SEGRO Shareholders will own approximately 96 per cent., and Tritax EuroBox Shareholders will own approximately 4 per cent., of SEGRO's enlarged issued share capital.

SEGRO will have the right to reduce the Exchange Ratio by the amount of any dividend (or other distribution) which is paid or becomes payable by Tritax EuroBox to Tritax EuroBox Shareholders other than, or in excess of, the Tritax EuroBox Interim Dividends. Further details of these terms are set out in paragraph 12 of this announcement.

Tritax EuroBox Shares to be acquired under the Transaction will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement other than the Tritax EuroBox Interim Dividends. Any new Tritax EuroBox Shares issued to SEGRO pursuant to the Scheme will be issued on the same basis.

3. Information relating to SEGRO

SEGRO is a UK REIT listed on the London Stock Exchange and Euronext Paris and a constituent of the FTSE 100 Index with a market capitalisation of £11.9 billion as at 3 September 2024, being the last Business Day prior to the date of this announcement, equivalent to approximately €14.1 billion at the current exchange rate.

For over 100 years, SEGRO has been creating the space that enables extraordinary things to happen. From modern big box warehouses, used primarily for regional, national and international distribution hubs, to urban warehousing located close to major population centres and business districts, it provides high-quality assets that allow its customers to thrive.

SEGRO is a leading owner, manager and developer of modern warehouses and industrial property, with assets under management of 10.8 million square metres (116 million square feet) valued at £20.6 billion at 30 June 2024, serving customers from a wide range of industry sectors. Its properties are located in and around major cities and at key transportation hubs in the UK and in seven other European countries.

A commitment to be a force for societal and environmental good is integral to SEGRO's purpose and strategy. Its Responsible SEGRO framework focuses on three long-term priorities where it believes it can make the greatest impact: championing low-carbon growth, investing in local communities and environments and nurturing talent.

4. Information relating to Tritax EuroBox

Tritax EuroBox is a UK investment trust listed on the London Stock Exchange since 2018 and a constituent of the FTSE 250 index with a market capitalisation of £434 million as at the Undisturbed Date, equivalent to approximately €515 million at the current exchange rate.

Tritax EuroBox is a specialist investor in high-quality, Continental European logistics real estate with a portfolio of 1.5 million square metres of space (16.2 million square feet) valued at approximately €1.5 billion as at 31 March 2024. Its well-located properties have robust income characteristics and are diversified across major distribution corridors in key European markets.

Tritax EuroBox's approach - which is primarily based on the ownership and management of a stabilised portfolio of core assets combined with carefully managed exposure to asset management and development risk - is to deliver income growth through the economic cycle. In doing so, Tritax EuroBox supplies some of the world's most ambitious companies with ESG-led, modern logistics space that helps to meet their strategic objectives and support their growth across core European markets.

Tritax EuroBox is currently managed by the Manager, a full-service investor in supply chain real assets. As set out in further detail in paragraph 9, it is intended that the Investment Management Agreement between Tritax EuroBox and the Manager will be terminated in connection with the Transaction.

5. Background to and reasons for the Transaction

SEGRO has a clear and consistent strategy that has been a key driver of its success. Central to that strategy has been a focus on owning the highest quality assets in Europe's most attractive industrial and logistics markets, and an active development programme. This, combined with the benefits of a market-leading operating platform, has resulted in a cumulative average Total Accounting Return of 10 per cent. over the five years to 31 December 2023.

SEGRO considers an acquisition of Tritax EuroBox to be a compelling strategic opportunity which will benefit its shareholders. Both SEGRO and Tritax EuroBox have pursued a strategy based on owning prime assets in Europe's major logistics hubs and along key transportation corridors, where occupier demand is most resilient. SEGRO believes that Tritax EuroBox's well-diversified and high-quality property portfolio, most of which is in existing core markets, will complement its current Continental European big box portfolio (including those managed under its SELP joint venture) and strengthen this part of its business. 84 per cent. of Tritax EuroBox's portfolio value is located in SEGRO's core Continental European markets, with the majority of this in Germany and the Netherlands. The average age of Tritax EuroBox's portfolio is 6.3 years and SEGRO believes that Tritax EuroBox's portfolio of modern, sustainable big box logistics assets is suited to a wide range of potential occupiers.

The Tritax EuroBox portfolio has strong income and growth characteristics, which align well with SEGRO's own investment objectives. Based on the Transaction Value at the time of announcement, SEGRO would acquire the Tritax EuroBox assets at a 5.2 per cent. implied Topped-up Net Initial Yield. Furthermore, Tritax EuroBox's portfolio is in major logistics hubs, where occupier demand is widest and most resilient. SEGRO believes that the balance of supply and demand for this type of big box logistics space is supportive of further rental growth. Tritax EuroBox's rental income has reversionary potential of 21 per cent. and 82 per cent. of Tritax EuroBox's rent-roll is index-linked.

In addition, SEGRO expects to realise substantial savings in Tritax EuroBox's administrative costs, including through a termination of the existing Investment Management Agreement with the Manager and by benefiting from the removal of other corporate expenditure associated with Tritax EuroBox currently being an independent listed company. In respect of the financial year ended 30 September 2023, Tritax EuroBox paid investment management fees of €9.3 million.

SEGRO also expects to continue to benefit from a strong balance sheet. SEGRO has reached an agreement with the USPP Noteholders to waive their change-of-control rights and roll the €200 million USPP Notes issued by Tritax EuroBox into SEGRO with SEGRO becoming a parent guarantor of such USPP Notes. The €500 million Green Bonds issued by Tritax EuroBox will roll into SEGRO on existing terms. Based on the amended terms of the USPP Notes, SEGRO will assume Tritax EuroBox's existing debt at an attractive weighted average cost of debt of 1.5 per cent. with a weighted average maturity of 3 years.

Following the Effective Date, SEGRO expects no significant change to its leverage position, with pro forma LTV expected to continue to be approximately 30 per cent.

SEGRO expects the Transaction to be accretive to both EPRA NTA per share and adjusted earnings per share immediately following the Effective Date.

SEGRO believes that Tritax EuroBox Shareholders will enjoy a number of benefits in a combined group, including:

· a more diversified exposure to the industrial and logistics sector arising from a wider range of customers across the combined Continental European big box logistics portfolio, complemented by SEGRO's UK big box logistics parks in the core Midlands markets, as well as its unique portfolio of urban warehouse assets in and around Europe's largest cities;

· SEGRO has an active development programme which has historically delivered an average yield on cost of 7 per cent. The development programme also includes a significant pipeline of opportunities in the fast-growing European data centre market;

· access to SEGRO's internally managed operating platform, focused on delivering operational excellence which is a core pillar of SEGRO's strategy. SEGRO has dedicated asset and property management teams which operate from offices close to its major assets, allowing a direct and long-standing relationship with its customers, reflected in a history of high retention rates and strong customer satisfaction;

· SEGRO's history of growth in earnings and dividends, which has averaged 7-8 per cent. per year over the past five years. 85 per cent. of adjusted earnings has been distributed in dividends each year during this period;

· SEGRO's greater capacity for investment at attractive points in the cycle based on SEGRO's lower leverage, higher credit rating, longer debt maturity and proven access to debt and equity markets; and

· significantly increased share liquidity and access to index weightings, with average daily trading volumes of £17 million on the London Stock Exchange (and £80 million across all lines) over the last 12 months.

SEGRO believes that the Transaction represents an attractive proposition for Tritax EuroBox Shareholders, including on the basis of SEGRO's 1-month and 3-month volume-weighted average prices. The Transaction provides a significant premium to the price per Tritax EuroBox Share as at the Undisturbed Date and a much narrower discount to last reported EPRA NTA compared to the position as at the Undisturbed Date, with the option either to retain exposure to the sector through holding shares in the combined group, or to realise value by taking advantage of SEGRO's superior liquidity and selling shares for cash.

6. Background to and reasons for the Recommendation

Since listing on the London Stock Exchange in 2018 ("IPO"), Tritax EuroBox has curated a well-diversified portfolio of modern, purpose-built logistics assets that fulfil crucial roles in distribution supply chains. Its modern "Big Box" properties are let to high-quality customers and are located in established logistics markets near major population centres across core Continental European countries. The make-up of the portfolio and the supportive structural growth drivers - namely the continued growth of e-commerce, the need for customers to build resilience into their supply chains, and the necessity for businesses to operate from sustainable buildings with the best ESG credentials - have enabled Tritax EuroBox to capture consistent rental growth and generate an attractive income stream for shareholders in line with its strategy.

While these structural drivers and the sector investment thesis remain compelling, the global interest rate environment has changed materially over the last 24 months. Tritax EuroBox has been actively managing its portfolio to position it for these higher interest rate levels and the expectation of significant increases in financing costs as the Company's debt facilities reach maturity, in particular its €500 million Green Bonds due June 2026, which will have a material impact on the Company's earnings and dividend trajectory. Tritax EuroBox has made continued progress with its strategic priorities, as originally set out in December 2022. This has included lowering its cost ratio to within the target range of 20 to 25 per cent., reducing balance sheet leverage with the further advancement of Tritax EuroBox's planned disposal programme, and ensuring the dividend remained fully covered. Despite this progress, the Board of Tritax EuroBox is acutely aware of the significant discounts to IFRS NAV / EPRA NDV and EPRA NTA at which its shares were consistently trading prior to the current Offer Period. The Board of Tritax EuroBox is also mindful that smaller investment trusts such as Tritax EuroBox as well as smaller UK REITs have experienced low levels of trading liquidity compared to larger peers. Collectively, these issues act as a significant constraint on Tritax EuroBox's cost of capital which in turn impacts its ability to access capital to grow and generate attractive returns for its shareholders.

In view of these challenges, the Board of Tritax EuroBox undertook a comprehensive review of strategic options in April 2024 with the objective of delivering value for all shareholders in an effective and efficient manner. The Board of Tritax EuroBox considered various scenarios for Tritax EuroBox as an independent company (including refinancing and a significant return of capital funded by disposals), mergers with third parties, a sale of the company and a managed wind-down. The Board of Tritax EuroBox has always sought a clear understanding of the perspectives of Tritax EuroBox's key stakeholders to inform its decision making and as such has engaged extensively with shareholders, particularly over the months both prior to and following the company's half-year results announcement in May 2024.

Since the commencement of the Offer Period on 3 June 2024, the Board of Tritax EuroBox has received and / or solicited expressions of interest regarding a potential sale of Tritax EuroBox from a number of different parties. The Board of Tritax EuroBox has carefully reviewed and negotiated a range of proposals, which included offers for the Company in shares or cash, or the acquisition of the Company's assets (in whole or in part) for cash. The Board of Tritax EuroBox has compared the proposals both to one another and to Tritax EuroBox's standalone prospects, as well as the strategic options considered in April 2024 which have been kept under constant review during the Offer Period.

On the basis of this comprehensive assessment, the Board of Tritax EuroBox believes that the Transaction with SEGRO represents a compelling opportunity for Tritax EuroBox Shareholders to achieve a significant and immediate uplift in the value of their investment with the prospect of stronger total shareholder returns and optionality by virtue of enhanced liquidity. By exchanging their shares in Tritax EuroBox for shares in SEGRO, Tritax EuroBox Shareholders would have the option either to:

· retain exposure to the European industrial and logistics sector, through holding shares in the largest and most liquid REIT in Europe, while benefiting from further upside potential from a recovery in market conditions, exposure to an active development programme and the value creation resulting from the Transaction; or

· sell their New SEGRO Shares for cash, taking advantage of SEGRO's significantly greater liquidity, due to SEGRO's £11.9 billion market capitalisation, 100 per cent. free float, primary listing on the London Stock Exchange with a secondary listing on Euronext Paris, and membership of the FTSE 100.

In making its recommendation, the Board of Tritax EuroBox also notes the following in relation to the Transaction, its terms and SEGRO's prospects, track record and share liquidity:

· based on the closing price per SEGRO Share of 880.0 pence as at 3 September 2024 (being the last Business Day prior to the date of this announcement), and its 1-month and 3-month volume weighted average prices, the implied premia of 27 per cent., 27 per cent., and 29 per cent. respectively to Tritax EuroBox's share price of 53.8 pence as at the Undisturbed Date, noting that the share prices of peers focused on Continental European logistics property have fallen by an average of 6.7 per cent. since that date;

· on the same basis as above, the substantially narrower implied discounts to Tritax EuroBox's last reported EPRA NTA per share of 96.2 cents. of 16 per cent., 16 per cent., and 14 per cent. respectively compared to 34 per cent. for Tritax EuroBox as at the Undisturbed Date and the average of 38 per cent. prior to that date during 2024;

· the still narrower discounts of 14 per cent., 13 per cent., and 12 per cent. respectively to Tritax EuroBo