16th Jun 2025 18:08
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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
FOR IMMEDIATE RELEASE
16 June 2025
RECOMMENDED FINAL* CASH ACQUISITION
for
Warehouse REIT plc
by
Wapping Bidco Ltd ("Bidco")
a newly-formed company indirectly owned by investment funds advised by affiliates of Blackstone Inc. ("Blackstone")
to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006
Addendum to the Confidentiality Agreement
On 4 June 2025, the Boards of Bidco and Warehouse REIT plc ("Warehouse REIT"), announced they had reached agreement on the terms and conditions of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued share capital of Warehouse REIT.
On 16 June 2025, Bidco and Warehouse REIT entered into an addendum to the Confidentiality Agreement originally entered into on 30 March 2025, resulting in a minor change in this agreement (the "Addendum").
In accordance with Rule 26.1 of the Takeover Code, the Addendum shall be made available for display on the Warehouse REIT website no later than 12 noon on the business day following entering into the Addendum.
\* 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 Warehouse REIT by any third party; or (ii) the Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances).
Enquiries
Blackstone / Bidco Dafina Grapci-Penney
| +44 75 5367 3528 |
Rothschild & Co (Lead Financial Adviser to Blackstone and Bidco) Alex Midgen Sam Green Jake Shackleford | +44 20 7280 5000 |
Important notice related to financial adviser
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Blackstone and Bidco and for 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.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://document-publication.co.uk/ by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.
Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Warehouse REIT who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Warehouse REIT who are not resident in the United Kingdom will need to inform themselves about, and observe any applicable requirements.
Related Shares:
Warehouse Reit