Industrials REIT has agreed terms on a £511m cash offer for the company by US private equity giant Blackstone.
Under the offer, each shareholder would receive 168p per share, which represents a premium of 42.4% to the closing price on 31 March 2023 (the last day before the initial announcement about a possible bid was made) and a 40.6% to the volume weighted average price over a one-month period.
It is also a “material” premium to the group’s expected EPRA NTA for 31 March 2023, which has yet to be published.
The acquisition values the entire issued and to be issued ordinary share capital of Industrials REIT, which specialises in the ownership and operation of multi-let industrial (MLI) estates across the UK, at £511,196,472 on a fully diluted basis.
The Industrials REIT directors intend to recommend unanimously that shareholders vote in favour of the bid. The directors will vote in favour with their combined 18,707,810 shares, which represent around 6.3% of the share capital.
The bid also has the support of shareholders TR Property Investment Trust PLC, Earl Fiduciary AG, Stenham Asset Management Limited, Waverton Investment Management Limited, Global One Ltd, John Keogan, Roger Carey and Ian Charles Melia, representing 22.4% of the ordinary share capital.
Timetable and Conditions
The acquisition will be put to shareholders at the Court Meeting and at the General Meeting. Approval from at least 75% of the votes cast at the Court Meeting and the General Meeting is required for the acquisition to become effective.
The Court Meeting and the General Meeting are expected to be held in May 2023.
Comments
Richard Grant, chair of Industrials REIT, said: “Over the past few years Industrials has successfully pivoted its business to focus on the UK MLI segment. Strong occupier demand has continued to drive substantial rental uplifts across our portfolio and our assets remain highly affordable and continue to attract an increasingly diverse range of businesses. Despite our strong financial position and focused strategy, the Company’s access to capital and ability to deliver shareholder value is naturally subject to external factors, many of which are outside of our control.
“The Board has therefore been able to evaluate today’s recommendation from a position of strength. Mindful of the growth opportunity in the industrial real estate sector, initial approaches were rejected. However, following careful consideration and reflecting on the uncertain macro-economic backdrop, we believe this offer is in the best interests of Industrials shareholders providing them with cash certainty at an attractive premium to the pre-offer share price and significantly accelerating the value that could be realised by Industrials if it were to remain listed. Additionally, the Board is reassured by Blackstone’s views and approach to investing in the business and supporting our people.”
James Seppala, head of Blackstone Real Estate Europe, said: “As one of the largest investors in logistics real estate globally and in the UK, we have been preparing for this cycle for a long time and have assembled a high-quality portfolio and positioned it for growth. We have the track record, capital and scale to enable Industrials to capitalise on the opportunities ahead.
“Blackstone has been an active investor in the UK for over 20 years and we have deployed over $27 billion in the country over that period, supporting nearly 90 businesses. This acquisition sees us doubling down on the logistics sector and the UK which is our largest logistics market in Europe.”
MLI : Terms agreed for £511m acquisition of Industrials REIT