Prologis Presents Final Offer to Acquire Segro at 1,031.7 Pence Per Share Valuing Deal at £14 Billion

Segro’s Market Leadership in European Logistics Real Estate

Segro plc is a prominent European logistics real estate investment trust managing a broad portfolio of warehouses, distribution centers, and industrial properties across major logistics hubs. Its revenue is primarily generated from long-term leases with logistics, e-commerce, and industrial tenants, supported by capital appreciation and active asset management. The company’s business model benefits from growing e-commerce demand, supply chain resilience, and the shift to regional distribution centers. As of 30 June 2026, Segro’s pro forma adjusted net asset value was 905 pence per share, reflecting the quality and valuation of its European logistics assets in a market with strong rental demand for modern facilities.

The acquisition proposal acknowledges Segro’s strategic value and European market exposure. Prologis, a global logistics real estate operator, views the deal as complementary, combining its US-based platform with Segro’s established European presence. This merger would unite two significant European logistics property operators, offering Segro shareholders access to a larger, diversified global platform through equity in the combined entity.

Details of the Final Offer Valued at 1,031.7 Pence Per Share

Prologis’ final bid values each Segro share at 1,031.7 pence through a combination of stock and cash. The offer consists of 0.0920 new Prologis shares per Segro share plus a partial cash alternative capped at a33.5 billion, representing about 25% of total consideration and subject to pro-rata scaling if oversubscribed. Using Prologis’ closing share price of $149.94 and the GBP:USD exchange rate of 1.3371 on 21 July 2026, the offer price equates to 1,031.7 pence per share assuming maximum cash election.

The total valuation for Segro’s fully diluted share capital, including 1,354,090,872 ordinary shares and 7,199,735 employee scheme shares as of 16 July 2026, is approximately a314.0 billion. This represents a 14.0% premium over Segro’s adjusted net asset value of 905 pence, a 39.0% premium over the closing price of 742 pence on 23 June 2026 (pre-offer period), and a 41.3% premium over the one-month volume-weighted average price of 730 pence. Compared to the three-month average of 704 pence, the offer is 46.6% higher, demonstrating significant shareholder value uplift.

Stock and Cash Components of the Offer

The offer provides shareholders with flexibility via a dual-structure consideration. All shareholders automatically receive 0.0920 Prologis shares per Segro share. Those opting for the cash alternative receive 257.9 pence per share in cash (25% of the offer price) plus 0.0690 Prologis shares per Segro share, adjusted for the cash election. If aggregate cash elections exceed a33.5 billion, excess amounts will be scaled back pro-rata.

Shareholders not electing cash receive the full 0.0920 Prologis shares per Segro share unaffected by cash scaling. This structure offers tax and liquidity options tailored to investor preferences while preserving Prologis’ financial commitments. The partial cash alternative does not reduce equity entitlements for non-electing shareholders, ensuring full share participation.

Prologis’ Plans for a London Stock Exchange Secondary Listing

Prologis intends to assess the feasibility of a secondary listing of its shares on the London Stock Exchange, contingent on sufficient investor demand. This move would enhance access for UK and European investors by enabling trading on London infrastructure, reducing currency conversion issues and simplifying settlement. The secondary listing would require cooperation with Segro’s Board and may be integrated into formal offer terms if the deal proceeds. Further updates on this initiative will be provided as negotiations advance.

Request for Regulatory Deadline Extension and Compliance with Takeover Code

Prologis has requested Segro to seek an extension from the Takeover Panel for the PUSU (Put Up or Shut Up) deadline, initially set for 5:00 pm BST on 22 July 2026. Under the City Code on Takeovers and Mergers, Prologis must announce a firm offer intention or withdraw by this deadline, triggering a 28-day standstill. The extension request aims to allow more time to finalize offer terms, including governance and regulatory aspects. The Takeover Panel may grant an extension if good faith negotiations are ongoing and it supports the takeover process.

This update is made under Rule 2.4 of the Code and does not constitute a firm offer under Rule 2.7. Prologis reserves the right to withdraw or amend the proposal and may only increase it in response to a competing bid or exceptional Takeover Panel consent. The company may also vary consideration form or value with Segro Board agreement. These rules ensure transparency and fairness in the offer process.

Dividend Safeguards and Shareholder Return Treatment

The offer permits Segro shareholders to receive dividends announced or declared before any unconditional offer date without affecting the proposal terms. This includes the 2026 interim dividend (up to 10.14 pence per share), 2026 final (up to 22.56 pence), 2027 interim (up to 10.55 pence), and 2027 final (up to 23.52 pence). These "Permitted Dividends" allow Segro to maintain its ordinary dividend policy during the offer period.

If Segro declares dividends exceeding these amounts after the proposal announcement but before an unconditional offer date, Prologis will reduce the offer price equivalently. This protects Prologis’ economic interests while enabling expected shareholder income, with clearly defined dividend thresholds to avoid ambiguity.

Valuation Methodology and Premium Analysis

The offer value was determined using multiple valuation methods benchmarked against key metrics. The primary benchmark is Segro’s pro forma adjusted net asset value of 905 pence per share as of 30 June 2026, making the offer a 14.0% premium. This metric is widely used in the REIT sector to gauge transaction fairness relative to asset values.

Additional benchmarks compare the offer to recent trading prices: a 39.0% premium over the closing price on 23 June 2026 (pre-offer), a 41.3% premium over the one-month volume-weighted average price, and a 46.6% premium over the three-month average. These premiums highlight the substantial value enhancement proposed for shareholders.

Post-Transaction Shareholding and Ownership Impact

Assuming full cash election, Segro shareholders would hold about 8.9% of the enlarged Prologis on a fully diluted basis. This is based on 93,929,052 new Prologis shares issued to satisfy stock consideration, divided by total issued capital of 1,054,656,130 shares (existing Prologis shares plus new issuance).

This stake provides Segro shareholders with meaningful equity participation in a larger, globally diversified real estate platform, transitioning from 100% ownership of a European-focused firm to a significant minority interest in a global leader. If fewer shareholders opt for cash, their equity stake would increase accordingly.

Conditional Offer and Regulatory Risks

The announcement stresses no certainty that an offer will be made despite the final proposal submission. The offer depends on finalizing terms, regulatory deadline extension, and compliance with takeover rules. Prologis may withdraw or modify the offer under certain conditions, including competing bids or regulatory refusals. Completion also requires shareholder and regulatory approvals.

Forward-looking statements acknowledge risks such as possible rejection by Segro, uncertain Board cooperation, operational disruptions, timing challenges, shareholder approval hurdles, integration complexities, REIT status maintenance, financing availability, currency volatility, competitive pressures, environmental issues, and pandemic impacts. These reflect the complexities of major international real estate transactions.

Transaction Rationale and Prologis CEO Commentary

Prologis CEO Dan Letter stated the combination "would deliver meaningful value," highlighting strategic benefits. The final offer incorporates a 9.5% increase in equity consideration responding to shareholder feedback. Letter emphasized disciplined management, calling this the "best and final offer," reflecting financial prudence.

The deal merges two major logistics real estate operators with complementary geographies, expanding Prologis’ global footprint and scale. Segro shareholders gain access to a larger platform with enhanced capital resources and operational synergies, balanced against transitioning to a US-based parent with different governance.