TIDMMLI
RNS Number : 4441D
Industrials REIT Limited
21 June 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
21 June 2023
RECOMMED FINAL CASH OFFER
for
Industrials REIT Limited
by
Sussex Bidco LP
(a newly-formed limited partnership indirectly owned by
investment funds advised by affiliates of Blackstone Inc.)
to be effected by means of a Court-sanctioned scheme of
arrangement under Part VIII of the Companies (Guernsey) Law 2008,
as amended
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 20 June 2023, Industrials and Bidco announced that the Court
had sanctioned the Scheme at the Court Hearing.
Industrials and Bidco are now pleased to announce that the
Scheme Court Order has been delivered to the Guernsey Registry
today and, accordingly, the Scheme has now become effective in
accordance with its terms. The entire issued ordinary share capital
of Industrials is therefore now owned by Bidco. The terms of the
Scheme are set out in the scheme document published by Industrials
on 9 May 2023, a copy of which is available on Industrials' website
at www.industrialsreit.com (the "Scheme Document").
Capitalised terms used but not defined in this announcement (the
"Announcement") have the meanings given to them in the Scheme
Document. All references to times in this Announcement are to
London times, unless otherwise stated.
Settlement
A Scheme Shareholder on the register of members of Industrials
at the Scheme Record Time, being 6.00 p.m. (7.00 p.m. SAST) on 20
June 2023, will be entitled to receive 168 pence in cash for each
Scheme Share held (which, for Scheme Shareholders registered on the
South African Register, is equal to 39.25320 Rand (3 925.32 cents)
per Scheme Share, at the GBP/Rand Exchange Rate of 23.365 Rand for
each GBP 1.00 as announced on 20 June 2023). In accordance with the
terms of the Scheme, settlement of the Cash Consideration to which
any Scheme Shareholder is entitled will be effected within 14 days
of the Effective Date in the manner and subject to what is set out
below.
(a) Where Scheme Shares are held in certificated form
Where, at the Scheme Record Time, and subject to the remainder
of this section, a Scheme Shareholder holds Scheme Shares in
certificated form, settlement of the Cash Consideration shall be
dispatched by cheque or by electronic payment to their mandated
bank or building society account as recorded by the Registrars or
by such other method as may be approved by the Panel.
In light of ongoing concerns about the reliability of the South
African postal system and, where deemed necessary, to enhance the
processes by which certificated shareholders will receive the Cash
Consideration, it is proposed that cheques will not be mailed to
(a) Scheme Shareholders who hold their shares in certificated form
and have a registered address on the Guernsey Register in South
Africa, (b) Scheme Shareholders who hold their Scheme Shares in
certificated form on the South African Register or (c) any other
Scheme Shareholder who holds their shares in certificated form
where the Company and/or either of the Registrars has identified a
verification issue with the information provided for that Scheme
Shareholder or any underlying beneficial holders, where the
information is required for the purpose of payment of the Cash
Consideration to the Scheme Shareholder, which needs to be
addressed before payment of the Cash Consideration to such Scheme
Shareholder can be made. In these circumstances, the Registrars
will, where they hold validated, and verified mandated bank or
building society electronic payment details for such Scheme
Shareholder, dispatch payment to them by way of electronic payment
to their mandated bank or building society or, where they do not
have such details, hold the Cash Consideration on trust for such
Scheme Shareholders and engage with each of them to verify their
identity and payment details before payment of the Cash
Consideration is made to them (whether by way of electronic payment
or, if requested, cheque (in the latter case only in respect of
such Scheme Shareholders who do not have a registered address on
the Register in South Africa)). In addition and without prejudice
to the foregoing, no electronic payment shall be made to any Scheme
Shareholder where the Company and/or the Registrars have been
unable to validate the electronic payment details to the
satisfaction of the Company and/or the Registrars. The Registrars
shall also have the power to withhold any Cash Consideration
payable to any Scheme Shareholder where either the Company and/or
either of the Registrars believe that there is a verification issue
with the information provided for that Scheme Shareholder or any
underlying beneficial holders, where the information is required
for the purpose of payment of the Cash Consideration to the Scheme
Shareholder. Further details of such trust arrangement are set out
in paragraph 4 in Part 3 of the Scheme Document.
Subject to the above, all deliveries of cheques required to be
made pursuant to the Scheme shall be effected by posting them no
later than 14 days after the Effective Date by first class post or
by such other method as may be approved by the Panel, addressed to
the persons entitled to them at their respective addresses as
appearing in the Register at the Scheme Record Time (or, in the
case of joint holders, at the address of that one of the joint
holders whose name stands first in the Register in respect of such
joint holding at such time) and neither Industrials nor Bidco (nor
any of their respective nominees or agents) shall be responsible
for any loss or delay in the transmission of cheques sent in this
way.
All Cash Consideration due to Scheme Shareholders registered on
the Guernsey Register shall be paid in pounds sterling and, in the
case of a cheque, drawn on a UK clearing bank or by electronic
payment to their mandated bank or building society account as
recorded by the Guernsey Registrar.
In the case of Scheme Shareholders on the Guernsey Register, all
cheques shall be made payable to the holder (except that, in the
case of joint holders, Bidco reserves the right to make cheques
payable to the joint holder whose name stands first in the Register
in respect of such joint holding at the Scheme Record Time) and the
encashment of any such cheque shall be a complete discharge to
Bidco for the obligation to pay the monies represented thereby. As
noted above, no cheques will be issued or paid to (a) Scheme
Shareholders who hold their shares in certificated form and have a
registered address on the Guernsey Register in South Africa, (b)
Scheme Shareholders who hold their Scheme Shares in certificated
form on the South African Register or (c) any other Scheme
Shareholder who holds their shares in certificated form where the
Company and/or either of the Registrars has identified a
verification issue. The Cash Consideration due to such Scheme
Shareholders will be held in trust by the Registrars on behalf of
such Scheme Shareholder for a period of twelve years from the
Effective Date, after which time if it remains unclaimed for any
reason the Cash Consideration will be forfeited and cease to remain
owing by Bidco or Industrials (or the Guernsey Registrar) and shall
thenceforth belong to Bidco (with any interest accruing being for
the benefit of Bidco). For the avoidance of doubt, no interest will
accrue for the benefit of Scheme Shareholders on the Cash
Consideration.
(b) Where Scheme Shares are held in uncertificated or
dematerialised form (that is, in CREST or the STRATE system)
Where, at the Scheme Record Time, a Scheme Shareholder holds
Scheme Shares in uncertificated or dematerialised form, the payment
of Cash Consideration to which:
(i) CREST shareholders are entitled, shall be effected through
CREST by Bidco instructing (or procuring the instruction of)
Euroclear to create a CREST assured payment obligation in
accordance with the CREST assured payment arrangements in favour of
the appropriate CREST account through which the relevant Scheme
Shareholder holds those uncertificated Scheme Shares in respect of
the Cash Consideration due to that Scheme Shareholder; or
(ii) STRATE shareholders are entitled, shall be effected through
the STRATE system by Bidco instructing (or procuring the
instruction of) STRATE or the South African Registrar (as
applicable) to create a STRATE system assured payment obligation in
accordance with the STRATE system assured payment arrangements in
favour of the appropriate STRATE account through which the relevant
Scheme Shareholder holds those dematerialised Scheme Shares in
respect of the Cash Consideration due to that Scheme Shareholder,
with such Cash Consideration having been converted into Rand at the
GBP/Rand Exchange Rate of 23.365 Rand for each GBP 1.00.
The instruction by (or on behalf of) Bidco to create an assured
payment arrangement (whether under CREST or the STRATE system)
shall be a complete discharge of Bidco's obligations under the
Scheme with reference to payments through CREST or the STRATE
system (as relevant).
The CREST payment obligations set out above will be created
within 14 days after the Effective Date. As from the Effective
Date, each holding of Industrials Shares credited to any stock
account in CREST will be disabled and all Industrials Shares will
be removed from CREST in due course thereafter. The STRATE payment
obligations set out above will be settled within five days after
the Effective Date. As from the Effective Date, each holding of
Industrials Shares credited to any stock account in the STRATE
system will be disabled and all Industrials Shares will be removed
from the STRATE system on the business day following settlement of
the STRATE payment obligations.
Bidco reserves the right to pay Cash Consideration to all or any
relevant CREST or STRATE shareholders at the Scheme Record Time by
cheque or electronic payment to their mandated bank or building
society account as recorded by the Registrars as set out above if
for any reason it wishes to do so.
(c) For all Scheme Shareholders
No electronic payment shall be made to any Scheme Shareholder
where the Company and/or the Registrars have been unable to
validate the electronic payment details to the satisfaction of the
Company and/or the Registrars. The Registrars shall also have the
power to withhold any Cash Consideration payable to any Scheme
Shareholder where either the Company and/or either of the
Registrars believe that there is a verification issue with the
information provided for that Scheme Shareholder or any underlying
beneficial holders, where the information is required for the
purpose of payment of the Cash Consideration to the Scheme
Shareholder. Further details of such trust arrangement are set out
in paragraph 4 in Part 3 of the Scheme Document.
Suspension and cancellation of listing and trading of
Industrials Shares
The listing of Industrials Shares on the premium listing segment
of the Official List of the Financial Conduct Authority ("FCA") and
the admission to trading of Industrials Shares on the London Stock
Exchange's ("LSE") main market for listed securities were suspended
with effect from 7.30 a.m. (London time) on 21 June 2023. Dealings
in Industrials Shares on the main board of the Johannesburg Stock
Exchange ("JSE") were suspended with effect from 9.00 a.m. (SAST)
on 21 June 2023.
Applications have been made to the FCA and the LSE in relation
to the de-listing of Industrials Shares from the premium listing
segment of the Official List and the cancellation of the admission
to trading of Industrials Shares on the LSE's main market for
listed securities, which is expected to take place by 8.00 a.m.
(London time) on 22 June 2023.
It is expected that, subject to the approval of the Executive
Committee of the JSE, the JSE will initiate the termination of the
secondary listing of Industrials Shares on the main board of the
JSE, in terms of paragraphs 1.12 and 1.13 of the JSE Listings
Requirements, to take effect following today (being the Effective
Date) on the basis that Industrials no longer complies with the
public spread provisions pursuant to paragraph 4.28(e) of the JSE
Listings Requirements. The delisting of Industrials Shares from the
JSE is expected to take effect by 9.00 a.m. (SAST) on 27 June 2023,
being the first Business Day following the date on which payment of
the Cash Consideration is expected to be made to Industrials
Shareholders on the South African Register.
Director changes
As the Scheme has now become Effective, Industrials announces
that, as of today's date, Richard Grant, Paul Miller, Philip
Holland, Patsy Watson, Richard Smith and Louisa Bell have tendered
their resignations and have stepped down from the Industrials
Board.
Full details of the Acquisition are set out in the Scheme
Document.
Timetable
The expected timetable of principal events for the
implementation of the Scheme remains as set out in the Scheme
Document and is also set out below. The dates are indicative only
and are subject to change. If any of the dates and/or times in the
expected timetable change, the revised dates and/or times will be
notified by announcement through a Regulatory Information Service
and SENS with such announcement being made available on
Industrials' website at www.industrialsreit.com.
EVENT TIME AND/OR DATE
Cancellation of listing of Industrials By 8.00 am (9.00 am SAST) on
Shares on LSE Thursday 22 June 2023
Last day for settlement of trades Friday 23 June 2023
prior to Scheme Record Time on
the South African Register
Payment made to Industrials Shareholders Monday 26 June 2023
on the South African Register
Delisting of Industrials Shares By 9.00 am SAST on
from the JSE Tuesday 27 June 2023
Latest date for dispatch of cheques, Wednesday 5 July 2023
electronic payment and/or settlement
through CREST to Industrial Shareholders
on the Guernsey Register in respect
of the Cash Consideration
Enquiries:
Industrials +44 20 3918 6600
Paul Arenson
Julian Carey
James Beaumont
Numis (Joint Financial Adviser and Corporate
Broker to Industrials) +44 20 7260 1000
Hugh Jonathan
Stuart Ord
Eastdil Secured (Joint Financial Adviser
to Industrials) +44 20 7074 4950
Max von Hurter
Tomas Ribeiro
Brunswick Group (PR Adviser to Blackstone
and Bidco) +44 20 7404 5959
Azadeh Varzi
Peter Hesse
FTI Consulting (Financial PR Adviser to Industrials) +44 20 3727 1000
Richard Sunderland
Richard Gotla
Blackstone/Bidco +44 75 5367 3528
Dafina Grapci-Penney
Rothschild & Co (Lead Financial Adviser to
Blackstone and Bidco) + 44 20 7280 5000
Alex Midgen
Sam Green
Jake Shackleford
RBC Capital Markets (Financial Adviser to
Blackstone and Bidco) +44 207 653 4000
Charlie Foster
Paul Lim
Nik Ingstrup
Simpson Thacher & Bartlett LLP is retained as legal adviser
to Blackstone and Bidco. Bryan Cave Leighton Paisner LLP is
retained as legal adviser to Industrials.
Java Capital is acting as JSE sponsor to Industrials. BofA
Securities and Deutsche Bank are also acting as financial advisers
to Bidco.
Important notices
Numis Securities Limited ("Numis") which is authorised and
regulated in the United Kingdom by the FCA, is acting as the
financial adviser and Rule 3 financial adviser to Industrials and
no one else in connection with the Acquisition and the matters set
out in this announcement and shall not be responsible to anyone
other than Industrials for providing the protections afforded to
clients of Numis, nor for providing advice in connection with the
Acquisition or any matter referred to herein. Neither Numis nor any
of its subsidiaries, affiliates or branches owes or accepts any
duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Numis in
connection with this announcement, any statement or other matter or
arrangement referred to herein or otherwise. Numis has given, and
not withdrawn, its consent to the inclusion in this announcement of
the references to its name and the advice it has given to
Industrials in the form and context in which they appear.
Eastdil Secured International Limited ("Eastdil Secured") which
is authorised and regulated in the United Kingdom by the FCA, is
acting as the financial adviser to Industrials and no one else in
connection with the Acquisition and the matters set out in this
announcement and shall not be responsible to anyone other than
Industrials for providing the protections afforded to clients of
Eastdil Secured, nor for providing advice in connection with the
Acquisition or any matter referred to herein. Neither Eastdil
Secured nor any of its subsidiaries, affiliates or branches owes or
accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of
Eastdil Secured in connection with this announcement, any statement
or other matter or arrangement referred to herein or otherwise.
Eastdil Secured has given, and not withdrawn, its consent to the
inclusion in this announcement of the references to its name and
the advice it has given to Industrials in the form and context in
which they appear.
Java Capital Trustees and Sponsors Proprietary Limited ("Java
Capital"), which is authorised and regulated in South Africa by the
JSE, which is licensed as a securities exchange and is regulated by
the Financial Sector Conduct Authority and the Prudential Authority
of South Africa, is acting as JSE sponsor exclusively for
Industrials and for no one else in connection with the matters
referred to in this announcement and will not be responsible to
anyone other than Industrials for providing the protections
afforded to clients of Java Capital, or for providing advice in
relation to the contents of, matters referred to in, this
announcement or any matter referred to herein. Neither Java Capital
nor any of its subsidiaries, affiliates or branches owes or accepts
any duty, liability or responsibility whatsoever (whether direct,
indirect, consequential, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Java
Capital in connection with this announcement, any statement or
other matter or arrangement referred to herein or otherwise. Java
Capital has given, and not withdrawn, its consent to the inclusion
in this announcement of the references to its name and the advice
it has given to Industrials in the form and context in which they
appear.
N.M. Rothschild & Sons Limited ("Rothschild & Co"),
which is authorised and regulated in the United Kingdom by the FCA,
is acting for Blackstone and Bidco and no one else in connection
with the matters referred to in this announcement. Rothschild &
Co, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to anyone other than
Blackstone and Bidco for providing the protections afforded to the
clients of Rothschild & Co nor for providing advice in relation
to the matters referred to in this announcement.
RBC Europe Limited (trading as "RBC Capital Markets"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting for Blackstone and Bidco and no one else
in connection with the subject matter of this announcement and will
not be responsible to anyone other than Blackstone and Bidco for
providing the protections afforded to its clients or for providing
advice in connection with the subject matter of this
announcement.
Merrill Lynch International ("BofA Securities"), which is
authorised by the PRA and regulated by the FCA and the PRA in the
United Kingdom, is acting exclusively for Bidco and for no one else
and will not be responsible to anyone other than Bidco for
providing the protections afforded to its clients or for providing
advice in relation to the matters referred to in this announcement.
Neither BofA Securities, nor any of its affiliates, owes or accepts
any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of BofA Securities in connection
with this announcement, any statement contained herein or
otherwise.
Deutsche Bank AG is a joint stock corporation incorporated with
limited liability in the Federal Republic of Germany, with its head
office in Frankfurt am Main where it is registered in the
Commercial Register of the District Court under number HRB 30 000.
Deutsche Bank AG is authorised under German banking law. The London
branch of Deutsche Bank AG is registered in the register of
companies for England and Wales (registration number BR000005) with
its registered address and principal place of business at
Winchester House, 1 Great Winchester Street, London EC2N 2DB.
Deutsche Bank AG is authorised and regulated by the European
Central Bank and the German Federal Financial Supervisory Authority
(BaFin). With respect to activities undertaken in the United
Kingdom, Deutsche Bank AG is authorised by the Prudential
Regulation Authority. It is subject to regulation by the Financial
Conduct Authority and limited regulation by the Prudential
Regulation Authority. Details about the extent of Deutsche Bank
AG's authorisation and regulation by the Prudential Regulation
Authority are available from Deutsche Bank AG on request. Deutsche
Bank AG, London Branch (" Deutsche Bank ") is acting as financial
adviser to Bidco and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than Bidco for providing the protections afforded to
clients of Deutsche Bank nor for providing advice in connection
with the subject matter of this announcement or any other matter
referred to in this announcement.
Neither the US Securities and Exchange Commission nor any US
state securities commission or regulatory authority has reviewed or
approved this announcement or the Scheme. Any representation to the
contrary is a criminal offence in the United States.
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END
MSCFBMPTMTJTMIJ
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June 21, 2023 04:45 ET (08:45 GMT)
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