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Highlights
- Acquisition Agreement Finalized: Bidco agrees to acquire Tritax EuroBox shares at 69 pence each.
- Property Sale to SEGRO: Plans for a 31% asset sale to SEGRO covering key logistics hubs in Germany and the Netherlands.
- Upcoming Shareholder Meetings: Court and General Meetings scheduled for 20 November 2024 to finalize the acquisition.
On 10 October 2024, Tritax EuroBox plc (LSE:EBOX) and Bidco announced that they had reached a formal agreement for a cash acquisition of Tritax EuroBox’s entire issued share capital by Bidco at 69 pence per share. This acquisition offer, known as the "Brookfield Offer," is being executed under a Court-sanctioned scheme of arrangement, as outlined in Part 26 of the Companies Act 2006.
The document detailing this scheme, referred to as the "Scheme Document," was distributed to shareholders on 28 October 2024, and key meetings to advance the Scheme, including the Court Meeting and the General Meeting, remain on schedule for 20 November 2024.
Under the Brookfield Offer, Bidco has proposed a strategic sale of select properties within Tritax EuroBox’s portfolio, aimed at unlocking 20-30% of the gross portfolio value, which is estimated at €1.51 billion. The plan involves generating proceeds through this sale, which is still undergoing final due diligence and commercial assessments. The intended strategy remains conditional on current market dynamics, but Bidco sees potential for significant capital generation from this approach.
In a significant development on 11 November 2024, Bidco and Brookfield Property Group Limited signed a non-binding heads of terms and binding exclusivity agreement with SEGRO plc (LSE:SGRO) for the planned sale of selected assets in Germany and the Netherlands. This “On-Sale Transaction” will transfer roughly 31% of the gross value of Tritax EuroBox’s property assets to SEGRO or one of its strategic partners, pending the successful completion of the Court-sanctioned scheme.
This transaction encompasses 370,000 square meters of fully-leased logistics properties situated in well-established locations, including Breda and Roosendaal in the Netherlands and the Frankfurt corridor and Rhine-Ruhr region in Germany. These assets, generating approximately €23 million in annual rent, present a net initial yield of 4.7% and a net true equivalent yield of 5.3%.
SEGRO plc confirmed that it would not alter the terms of its offer for these assets, nor switch to a full takeover offer. SEGRO expects to finalize conditions in its Scheme Document after 15 November 2024, which, barring changes, will conclude its offer.
If approved, the Scheme for the Brookfield Offer is expected to take effect by 10 December 2024. In addition to the planned sale to SEGRO, Bidco intends to further explore options for additional property sales across Tritax EuroBox’s portfolio. The allocation of proceeds from these sales is yet to be determined, but they may be used to reduce the group’s liabilities or to invest in additional real estate assets.
The terms of the Brookfield Offer remain consistent, and both parties express optimism regarding the approval process, with the acquisition and subsequent property sale marking a pivotal shift for Tritax EuroBox under Bidco's strategic management. The upcoming Court and General Meetings on 20 November 2024 will be crucial for shareholders to finalize this acquisition and pave the way for the planned transactions.
