LONDON, UK: Tritax Big Box REIT PLC (BBOX) and UK Commercial Property REIT Limited (UKCM), two of the UK’s leading real estate investment trusts, have reached agreement on the key terms of a possible all-share offer for UKCM, which would create a combined group with a market capitalisation of over £4 billion.
The possible offer would see UKCM shareholders receive 0.444 new BBOX shares for each UKCM share they own, based on BBOX’s unaudited EPRA net tangible assets (NTA) of 177.2 pence per share and UKCM’s unaudited EPRA NTA of 78.7 pence per share as of 31 December 2023.
The exchange ratio implies a value of 71.1 pence per UKCM share and approximately £924 million for the entire issued share capital of UKCM, representing a premium of 10.8% to UKCM’s closing share price of 64.2 pence per share on 9 February 2024, and a premium of 23.0% to UKCM’s 6 month volume weighted average share price of 57.8 pence per share as at 9 February 2024.
The possible offer would result in UKCM shareholders holding approximately 23.3% of the issued share capital of the combined group, which would have a diversified portfolio of high-quality UK commercial properties across the industrial, office, retail and leisure sectors.
The boards of BBOX and UKCM believe that the possible offer would create significant value for both sets of shareholders, as well as for tenants, employees and other stakeholders, by leveraging the complementary strengths, expertise and resources of the two companies.
The possible offer is subject to the satisfaction of certain pre-conditions, including the completion of due diligence, the recommendation of the UKCM board, and the approval of the BBOX and UKCM shareholders.