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 OF SUCH
JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON PUBLICATION OF
THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
FOR IMMEDIATE
RELEASE
2 May
2024
RECOMMENDED ALL-SHARE
COMBINATION
OF
TRITAX BIG BOX REIT PLC
("BBOX")
AND
UK COMMERCIAL PROPERTY REIT LIMITED
("UKCM")
to be effected by a Court-sanctioned
scheme of arrangement under Part VIII of the Companies Law of
Guernsey
RESULTS OF COURT MEETING AND
GENERAL MEETING
The Board of UKCM is pleased to announce that,
at the Court Meeting and the General Meeting held earlier today in
connection with the recommended all-share combination of BBOX and
UKCM (the "Combination"),
all resolutions were duly passed by the requisite majority of UKCM
Shareholders. In particular:
§ the
resolution to approve the Scheme was passed at the Court Meeting by
the requisite majority of Scheme Shareholders; and
§ the
special resolution to authorise the UKCM directors to take all such
action as they may consider necessary, desirable or appropriate for
carrying the Scheme into full effect, including the amendment of
UKCM's articles of incorporation, was passed at the General Meeting
by the requisite majority of UKCM Shareholders.
Full details of the resolutions passed are set
out in the notices of the Court Meeting and the General Meeting
contained in Parts 12 and 13 of the scheme document published and
posted to UKCM Shareholders on 9 April 2024 (the "Scheme Document"). Unless the context
provides otherwise, words and expressions defined in the Scheme
Document shall have the same meanings in this
announcement.
Voting results of the Court Meeting
The table below sets out the results
of the poll at the Court Meeting. Each Scheme Shareholder present
in person or by proxy was entitled to one vote per Scheme Share
held at the Voting Record Time. The
total number of Scheme Shares in issue at the Voting Record Time
was 1,299,412,465, carrying one vote each.
Consequently, the total number of voting rights in Scheme Shares at
the Voting Record Time, and therefore for the purposes of the Court
Meeting, was 1,299,412,465.
Results of Court Meeting
|
Scheme Shares voted
|
Scheme Shareholders who
voted**
|
No. of Scheme Shares voted as a
percentage of the Scheme Shares eligible to be voted at the Court
Meeting (%)*
|
Number
|
%*
|
Number**
|
%*
|
FOR
|
997,418,523
|
94.69
|
220
|
95.65
|
76.76
|
AGAINST
|
55,912,839
|
5.31
|
21
|
9.13
|
4.30
|
TOTAL
|
1,053,331,362
|
100.00
|
230
|
100.00
|
81.06
|
*
Rounded to two decimal places.
**
Where a Scheme Shareholder has cast some of their votes "for" and
some of their votes "against" the resolution, such Scheme
Shareholder has been counted as having voted both "for" and
"against" the resolution for the purposes of determining the number
of Scheme Shareholders who voted as set out in this
column.
The UKCM Recommending Directors
voted in favour of the Scheme in respect of their own beneficial
holdings (and holdings that they otherwise control) of 427,666 UKCM
Shares. Peter Pereira Gray, Chairman of UKCM, abstained from voting
at the Court Meeting in respect of his interests in 154,845 UKCM
Shares.
Voting results of the General Meeting
The table below sets out the results
of the poll at the General Meeting. Each UKCM Shareholder present
in person or by proxy was entitled to one vote per UKCM Share held
at the Voting Record Time. The total number of UKCM Shares in issue
at the Voting Record Time was 1,299,412,465, carrying
one vote each. Consequently, the total number of
voting rights in UKCM at the Voting Record Time, and therefore for
the purposes of the General Meeting, was
1,299,412,465.
Results of General
Meeting
|
VOTES
FOR*
|
VOTES
AGAINST
|
TOTAL
VOTES
|
VOTES
WITHHELD
***
|
Number
|
% of
shares voted
**
|
Number
|
% of
shares voted **
|
Number
|
% of
issued share capital **
|
Number
|
Special Resolution
to authorise the UKCM directors to take all such
action as they may consider necessary, desirable or appropriate for
carrying the Scheme into full effect including the amendment of
UKCM's articles of incorporation.
|
997,341,527
|
94.62
|
56,665,361
|
5.38
|
1,054,006,888
|
81.11
|
767,907
|
* Includes discretionary
votes.
**
Rounded to two decimal
places.
*** A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the
Resolution.
A copy of the Resolution passed at
the General Meeting will be submitted today to the National Storage
Mechanism and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Commenting on the results of the Court Meeting and General
Meeting, Margaret Littlejohns, Senior Independent Director of UKCM,
and on behalf of the UKCM Recommending Directors,
said:
"We are
pleased that the recommended transaction received overwhelming
support, with almost 95% of votes in favour of the proposals. We
believe this clearly demonstrates shareholders' belief in the
compelling benefits that the combination with Tritax Big Box REIT
brings."
Expected
timetable of principal events
The outcome of today's meetings
means that Conditions 2(a) and 2(b) (as set out in Part 4A of the
Scheme Document) have been satisfied. In addition, the Company
notes the announcement by BBOX on 1 May 2024 that the BBOX
Resolution was passed by the requisite majority of BBOX
Shareholders at the BBOX General Meeting. Condition 3(a) (as set
out in Part 4A of the Scheme Document) has therefore also been
satisfied.
Completion of the Combination
remains subject to the satisfaction or (where applicable) waiver of
the remaining Conditions and further terms set out in the Scheme
Document, including the Court sanctioning the Scheme at the
Sanction Hearing.
The expected timetable of principal
events for the implementation of the Scheme remains as set out on
page 10 of the Scheme Document and is also set out in the appendix
to this announcement. These dates and times are indicative
only, may be subject to change (including as a result of changes to
the Court timetable and, in particular, if an earlier date becomes
available for the Court hearing to sanction the Scheme) and will
depend, amongst other matters, on the date upon which: (i) the
remaining Conditions are satisfied or (where applicable) waived;
and (ii) the Court sanctions the Scheme. Subject to the Scheme
being sanctioned by the Court, the Scheme is currently expected to
become Effective on or around 16 May 2024.
UKCM will give notice of any
change(s) to this indicative timetable by issuing an announcement
through a Regulatory Information Service and, if required by the
Panel, posting notice(s) of the change(s) to UKCM Shareholders and
persons so entitled. All Scheme Shareholders have the right to
attend the Sanction Hearing.
Enquiries:
UKCM
|
+44 (0) 20
7280 5569
|
Margaret
Littlejohns, Senior Independent Director
|
|
Rothschild & Co (Lead
Financial Adviser and Sole Rule 3 adviser to
UKCM)
|
+44 (0) 20
7280 5000
|
Alex Midgen
Sam Green
Jake
Shackleford
|
|
Deutsche Numis
(Joint Financial Adviser and Corporate Broker to
UKCM)
|
+44 (0) 20
7260 1000
|
Hugh
Jonathan
George Shiel
|
|
FTI Consulting (UKCM Media
Enquiries)
|
+44 (0) 20
3727 1000
|
Richard Sunderland
Andrew Davis
Emily
Smart
|
|
APPENDIX
Expected timetable of principal
events
The following dates and times are
indicative only and are subject to change(1)
|
Event
|
Time and/or date
|
Last day of dealings in, and for registration
of transfers of, and disablement in CREST of, UKCM
Shares
|
15 May
2024(2)
|
Scheme Record Time
|
6.00 p.m. on
15 May 2024
|
Suspension of listing of UKCM Shares on the
premium listing segment of the Official List and from trading on
the Main Market
|
7.30 a.m. on
16 May 2024
|
Court hearing to sanction the Scheme
|
16
May 2024(3)
|
Effective Date
of the Scheme(3)
|
16 May 2024
|
Cancellation of listing of, and trading in, the
UKCM Shares
|
by no later than 8.00
a.m. on 17 May
2024
|
New BBOX Shares issued to Scheme
Shareholders
|
by 8.00 a.m.
on 17 May 2024
|
Admission and commencement of dealings in New
BBOX Shares
|
at or shortly after
8.00 a.m. on 17 May
2024
|
CREST accounts of Scheme Shareholders credited
with New BBOX Shares
|
at or shortly
after 8.00 a.m. on 17 May
2024 but no later than 30
May 2024
|
CREST accounts of Scheme Shareholders credited
with cash due in relation to the sale of fractional
entitlements
|
within 14 calendar
days of the Effective Date
|
Despatch of (a) share certificates for New BBOX
Shares (in respect of Scheme Shares held in certificated form) and
(b) cheques due in relation to the sale of fractional
entitlements
|
within 14 calendar
days of the Effective Date
|
Long Stop Date
|
21
September 2024(4)
|
Notes:
|
1.
These dates and times are indicative only, may be
subject to change (including as a result of changes to the Court
timetable and, in particular, if an earlier date becomes available
for the Court hearing to sanction the Scheme) and will depend,
amongst other matters, on the date upon which: (i) the Conditions
are satisfied or (where applicable) waived; and (ii) the Court
sanctions the Scheme. UKCM will give notice of any change(s) to
this indicative timetable by issuing an announcement through a
Regulatory Information Service and, if required by the Panel,
posting notice(s) of the change(s) to UKCM Shareholders and persons
with information rights. All Scheme Shareholders have the right to
attend the Sanction Hearing.
|
2. UKCM
Shares will be disabled in CREST from 6.00 p.m. on such
date.
3. A copy of
the Court Order which sanctions the Scheme must be filed with the
Guernsey Registry as promptly as is practicable and in any event
within seven days after the date on which it is made. The Scheme
will become Effective on the date prescribed in the Court
Order.
4. This is
the latest date by which the Scheme may become Effective unless
UKCM and BBOX agree a later date (with the consent of the Panel
and, if required, the permission of the Court).
|
Important
notices
You should
read this announcement and the Scheme Document and if you are in
any doubt as to the action you should take, consult an independent
financial adviser. In making an investment decision you must rely
on your own examination of the terms of the Scheme, and the
Combination, including the merits and risks involved. If you have
any questions about the Scheme Document, the Court Meeting or the
General Meeting or are in any doubt as to how to complete the Forms
of Proxy, please contact Computershare on the number set out
above.
N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is
acting exclusively as lead financial adviser and sole Rule 3
adviser to UKCM and for no one else in connection with the
Combination and the matters described in this announcement and will
not be responsible to anyone other than UKCM for providing the
protections afforded to clients of Rothschild & Co or for
providing advice in connection with the Combination or any matter
described in this announcement. Neither Rothschild & Co nor any
of its affiliates (nor their respective directors, officers,
employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, in contract,
in tort, under statute or otherwise) to any person who is not a
client of Rothschild & Co in connection with this announcement,
any statement contained herein, the Combination or
otherwise.
Numis Securities Limited (trading for these purposes as
Deutsche Numis) ("Deutsche
Numis"), which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for UKCM and for no one else
in connection with the Combination and the matters described in
this announcement and will not be responsible to anyone other than
UKCM for providing the protections afforded to its clients or for
providing advice in connection with the Combination or the matters
described in this announcement. Neither Deutsche Numis nor any of
its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, in contract,
in tort, under statute or otherwise) to any person who is not a
client of Deutsche Numis in connection with this announcement, any
statement or other matter or arrangement referred to herein, the
Combination or otherwise.
This announcement does not constitute an offer or an
invitation to purchase or subscribe for any securities, or a
solicitation of an offer to buy any securities, pursuant to this
announcement or otherwise in any jurisdiction in which such offer
or solicitation is unlawful.
This
announcement does not comprise a prospectus or a prospectus
equivalent document.
The contents
of this announcement do not amount to, and should not be construed
as, legal, tax, business or financial advice. If you are in any
doubt about the contents of this announcement, you should consult
your own legal adviser, tax adviser or financial adviser for legal,
tax, business or financial advice.
The
statements contained in this announcement are made as at the date
of this announcement, unless some other date 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.
Overseas jurisdictions
The release,
publication or distribution of this announcement, the Scheme
Document and any formal documentation relating to the Combination
in, into or from jurisdictions other than the United Kingdom or
Guernsey may be restricted by law and/or regulation and therefore
any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or Guernsey should inform themselves about
and observe any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the
United Kingdom or Guernsey to vote their UKCM Shares with respect
to the Scheme at the Court Meeting or the Resolution at the General
Meeting, or to execute and deliver Forms of Proxy appointing
another person to vote at the Court Meeting or the General 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 Combination disclaim any responsibility or liability for the
violation of such restrictions by any person.
Unless
otherwise determined by BBOX or required by the Code, and permitted
by applicable law and regulation, the New BBOX Shares to be issued
pursuant to the Combination to Scheme Shareholders will not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Combination by
any such use, means, instrumentality or form from 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 any formal
documentation relating to the Combination are not being, and must
not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or
any other jurisdiction where to do so would constitute a violation
of the laws of that jurisdiction, and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send such documents in,
into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Combination.
If the Combination is implemented by way of a Takeover Offer
(unless otherwise permitted by applicable law and regulation), the
Takeover 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 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 Takeover Offer may not be
capable of acceptance by any such use, means, instrumentality or
facilities or from within any Restricted
Jurisdiction.
The
availability of New BBOX Shares pursuant to the Combination to UKCM
Shareholders who are not resident in the United Kingdom or Guernsey
or the ability of those persons to hold such shares may be affected
by the laws or regulatory requirements of the relevant
jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom or Guernsey should inform themselves
of, and observe, any applicable legal or regulatory requirements.
UKCM Shareholders who are in doubt about such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
This
announcement has been prepared for the purpose of complying with
English law, Guernsey law and the 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 or
Guernsey.
Further
details in relation to Overseas Shareholders are contained in
paragraph 14 of Part 2 of the Scheme Document. All UKCM
Shareholders or other persons (including nominees, trustees and
custodians) who would otherwise intend to or may have a contractual
or legal obligation to forward the Scheme Document and the
accompanying Forms of Proxy to a jurisdiction outside the United
Kingdom and Guernsey should refrain from doing so and seek
appropriate professional advice before taking any
action.
US
investors
UKCM
Shareholders in the United States should note that the Combination
relates to the shares of a Guernsey company with a listing on the
London Stock Exchange and is proposed to be implemented pursuant to
a scheme of arrangement provided for under Guernsey company law. A
transaction effected by means of a scheme of arrangement is not
subject to the proxy solicitation or the tender offer rules under
the US Exchange Act. Accordingly, the Combination is subject to the
procedural and disclosure requirements, rules and practices
applicable in the United Kingdom or Guernsey involving a target
company incorporated in Guernsey and listed on the London Stock
Exchange, which differ from the requirements of US proxy
solicitation or tender offer rules. Financial information included
in the Scheme Document has been or will be prepared in accordance
with UK IFRS or EU IFRS and thus 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. Generally accepted accounting
principles in the United States differ in certain significant
respects from UK IFRS and EU IFRS.
If, in the
future, BBOX elects, with the consent of the Panel, to implement
the Combination by means of a Takeover Offer and determines to
extend such Takeover Offer into the United States, such Takeover
Offer will be made in compliance with all applicable laws and
regulations, including, without limitation, to the extent
applicable, Section 14(e) of the US Exchange Act and Regulation 14E
thereunder, and subject, in the case of participation by UKCM
Shareholders resident in the United States, to the availability of
an exemption (if any) from the registration requirements of the US
Securities Act and of the securities laws of any state or other
jurisdiction of the United States. Such Takeover Offer would be
made by BBOX (or its affiliate) and no one else. In addition to any
such Takeover Offer, BBOX, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases
of, or arrangements to purchase, shares in UKCM outside such
Takeover Offer during the period in which such Takeover Offer would
remain open for acceptance. If such purchases or arrangements to
purchase were to be made, they would be made outside the United
States and would comply with applicable law, including the US
Exchange Act. Any information about such purchases will be
disclosed as required in the United Kingdom and Guernsey, will be
reported to a Regulatory Information Service of the FCA and will be
available on the London Stock Exchange website:
www.londonstockexchange.com/.
The New BBOX
Shares have not been and will not be registered under the US
Securities Act or under the securities laws of any state or other
jurisdiction of the United States. Accordingly, the New BBOX 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 and in compliance with the securities
laws of any state or other jurisdiction of the United States. The
New BBOX Shares are expected to be issued in reliance upon the
exemption from the registration requirements of the US Securities
Act provided by section 3(a)(10) thereof.
For the
purposes of qualifying for the exemption from the registration
requirements of the US Securities Act afforded by Section 3(a)(10)
thereof, UKCM will advise the Court that the Court's sanctioning of
the Scheme will be relied on by BBOX as an approval of the Scheme
following a hearing on the fairness of the terms and conditions of
the Scheme to UKCM Shareholders, at which hearing all such
shareholders are entitled to attend in person or through counsel to
support or oppose the sanctioning of the Scheme and with respect to
which notification has been given to all such
shareholders.
None of the
securities referred to in this announcement or the Scheme Document
have been approved or disapproved by the SEC, any state securities
commission in the United States or any other US regulatory
authority, nor have such authorities passed upon or determined the
fairness or merits of such securities or the Combination or upon
the adequacy or accuracy of the information contained in this
announcement or the Scheme Document. Any representation to the
contrary is a criminal offence in the United
States.
It may be
difficult for US holders of UKCM Shares to enforce their rights and
claims arising out of the US federal securities laws, since BBOX
and UKCM are organised in countries other than the United States,
and some or all of their officers and directors may be residents
of, and some or all of their assets may be located in,
jurisdictions other than the United States. US holders of UKCM
Shares may have difficulty effecting service of process within the
United States upon those persons or recovering against judgments of
US courts, including judgments based upon the civil liability
provisions of the US federal securities laws. US holders of UKCM
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's
judgment.
The receipt
of New BBOX Shares pursuant to the Combination by a US UKCM
Shareholder may be a taxable transaction for US federal income tax
purposes, and may also be a taxable transaction under applicable
state and local tax laws, as well as foreign and other tax laws.
Each UKCM Shareholder is urged to consult its independent
professional adviser immediately regarding the tax consequences of
the Combination.
Further
details in relation to US holders are contained in the Scheme
Document.
Forward-looking
statements
This
announcement, the Scheme Document (including information
incorporated by reference into the Scheme Document), oral
statements regarding the Combination and other information
published by BBOX and UKCM contain certain forward-looking
statements with respect to the financial condition, strategies,
objectives, results of operations and businesses of BBOX and UKCM
and their respective groups and certain plans and objectives with
respect to the Combined Group. These forward-looking statements can
be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
BBOX and UKCM about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. The forward-looking statements
contained in this announcement and the formal documentation in
respect of the Combination include statements relating to the
expected effects of the Combination on BBOX and UKCM, the expected
timing and scope of the Combination and other statements other than
historical 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
BBOX and/or UKCM 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 are expected
to occur in the future and the factors described in the context of
such forward-looking statements in this announcement or the Scheme
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 readers are therefore cautioned not
to place undue reliance on these forward-looking
statements.
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 global, political, economic, business
and/or competitive conditions, market and regulatory forces, future
exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
Each
forward-looking statement in this announcement speaks only as at
the date of this announcement. Neither BBOX nor UKCM, nor their
respective groups, assumes any 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 by the rules of any competent regulatory
authority.
Dealing disclosure requirements of the
Code
Under Rule
8.3(a) of the 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 10th Business Day (as defined in the
Code) following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
Business Day (as defined in the Code) following the announcement in
which any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company
or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule
8.3(b) of the Code, any person who is, or becomes, interested in
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(s), 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 (as defined in the Code) 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 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.
Publication on website
A copy of
this announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Code will be available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, for inspection on BBOX's website at
www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/
and on UKCM's website at www.ukcpreit.com/en-gb/merger by no later
than 12 noon (London time) on the Business Day following the
publication of this announcement.
Save as
expressly referred to in the Scheme Document, neither the contents
of these websites nor the content of any other website accessible
from hyperlinks on such websites is incorporated into, or forms
part of, this announcement and/or the Scheme
Document.
Availability of hard
copies
In accordance
with Rule 30.3 of the Code, UKCM Shareholders and persons with
information rights may request a copy of this announcement in hard
copy form free of charge. Such persons may also request that all
future documents, announcements and information to be sent to them
in relation to the Combination should be in hard copy
form.
If you would
like to request a hard copy of this announcement please contact
UKCM's registrar, Computershare, c/o 13 Castle Street, St Helier,
Jersey JE1 1ES, or by calling 0370 707 4040 or from overseas
+44(0)370 707 4040. 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. and 5.30 p.m. (London time), Monday to
Friday (excluding public holidays in England and Wales). Please
note that Computershare cannot provide any financial, legal or tax
advice. Calls may be recorded and monitored for security and
training purposes.
Scheme process
In accordance
with Section 5 of Appendix 7 of the Code, UKCM will announce
through a Regulatory Information Service key events in the Scheme
process including the outcomes of the Meetings and the Sanction
Hearing.
Unless
otherwise consented to by the Court (if required) and the Panel,
any modification or revision to the Scheme will be made no later
than the date which is 14 days prior to the Meetings (or any later
date to which such Meetings are adjourned or
postponed).
Information relating to UKCM
Shareholders
Please be
aware that addresses, electronic addresses and certain other
information provided by UKCM Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from UKCM may be provided to BBOX during the Offer Period as
required under Section 4 of Appendix 4 of the Code in order to
comply with Rule 2.11(c) of the Code.