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Highlights
Blackstone-backed Wapping Bidco confirms progress on cash offer for Warehouse REIT.
Acceptance levels represent a small fraction of Warehouse REIT’s issued share capital.
Shareholders are reminded of the approaching acceptance deadline in early September.
The real estate investment trust sector in the United Kingdom continues to attract corporate interest, with Warehouse REIT plc (LON:WHR) at the centre of competing proposals. Blackstone Europe LLP, through its newly formed entity Wapping Bidco Ltd, has issued an update regarding acceptance levels of its recommended increased cash offer. Warehouse REIT, part of the logistics property segment, remains under the spotlight amid wider activity in ftse 350 companies.
Background to the Offer
An initial announcement in early June confirmed that the boards of Warehouse REIT and Bidco had reached agreement on a cash acquisition to be implemented by way of a court-sanctioned scheme of arrangement. Later that month, Tritax Big Box REIT plc entered discussions with Warehouse REIT, outlining a competing cash and share proposal. In July, Bidco issued details of an increased cash proposal, structured as a takeover offer under the Companies Act.
Recommendation by Independent Directors
The independent directors of Warehouse REIT publicly confirmed that the terms of the revised cash proposal from Bidco were fair and reasonable. Following this statement, a formal response document was issued under the Takeover Code, detailing the rationale behind their unanimous recommendation that shareholders accept the offer.
Acceptance Level Update
The timetable of the offer identifies specific milestone dates. Day forty-two of the timetable passed on twenty-one August. Bidco has now reported valid acceptances representing a very small proportion of the existing issued ordinary share capital of Warehouse REIT. The update also confirms that part of these acceptances relate to irrevocable undertakings provided by independent directors.
Irrevocable Undertakings
Prior commitments were obtained from directors of Warehouse REIT covering a limited number of shares. The latest announcement notes that Bidco has received valid acceptances for a portion of these shares, while the remainder are still outstanding. Details of these irrevocable commitments, including conditions under which they could lapse, are contained in the offer documentation.
Interests in Securities
In addition to received acceptances, the update outlines Bidco’s existing ownership through Wapping Holdings Limited, representing a material minority interest in Warehouse REIT’s issued share capital. Aside from this ownership, no other interests, rights to subscribe, short positions, or borrowing arrangements concerning relevant securities have been disclosed by Bidco or persons acting in concert with it.
Acceptance Condition
The offer’s acceptance condition requires that Bidco secure acceptances or otherwise acquire shares carrying more than half of the voting rights exercisable at a Warehouse REIT general meeting. As of twenty-one August, the combination of existing ownership and valid acceptances represents just under one-fifth of the total issued capital. The acceptance threshold must be reached for the offer to become unconditional.
Action Required by Shareholders
The announcement reiterates that the offer remains open until the early afternoon on eight September, unless extended in line with the Takeover Code. Shareholders holding certificated shares are instructed to complete and return the personalised form of acceptance together with share certificates or relevant title documents. Those holding shares through CREST must ensure electronic acceptance instructions are completed and settled within the system before the stated deadline.
