LONDON: The boards of Tritax EuroBox and SEGRO plc have reached an agreement on the terms of a recommended all-share offer by SEGRO for the entire issued and to be issued share capital of Tritax EuroBox.

Under the terms of the scheme, Tritax EuroBox shareholders will receive 0.0765 new SEGRO shares for each Tritax EuroBox share they hold. Additionally, shareholders will be entitled to a dividend of 1.25 cents per share (approximately 1.05 pence per share at the current exchange rate) for the quarter ending 30 September 2024. This dividend will be announced, declared, and paid before the effective date to shareholders on the register at the relevant record time.

The combined value of the new SEGRO shares and the Tritax EuroBox fourth interim dividend constitutes the total transaction value.

The transaction values the entire issued and to be issued ordinary share capital of Tritax EuroBox at approximately £552 million (approximately €654 million at the current exchange rate) which, based on Tritax EuroBox’s net debt as at 31 March 2024, implies an enterprise value of approximately £1,101 million (approximately €1,306 million at the current exchange rate).

David Sleath, the Chief Executive of SEGRO, said: “This transaction offers the opportunity to acquire a high quality portfolio of big box warehouses in core European markets which would complement and enhance our existing assets. The management of the portfolio will be internalised on completion, taking advantage of economies of scale from our existing, locally-based operating platform.

“We intend to apply the long-established SEGRO strategy of disciplined capital allocation and operational excellence, based on an efficient and resilient corporate and capital structure and the Responsible SEGRO principles as we do for all assets we own and manage. While shareholders can expect this approach to lead to some capital recycling, we recognise the high quality of the portfolio assembled by the Manager and look forward to working with it for the benefit of our new and existing shareholders.”

Robert Orr, the Chair of Tritax EuroBox, said: “As set out at Tritax EuroBox’s half-year results in May this year, the Board has been focused on how best to deliver value for Tritax EuroBox shareholders in an effective and efficient manner. The Board would like to thank the Manager for the important role it has played in curating and managing Tritax EuroBox’s high-quality asset base, and actively managing the portfolio in order to achieve the best outcome for shareholders in the context of a difficult macroeconomic environment for the property sector.

The transaction with SEGRO represents a compelling opportunity for Tritax EuroBox shareholders to achieve a significant and immediate uplift in the value of their investment and stronger total shareholder returns, with the option either to retain exposure to the European industrial and logistics sector through holding shares in the largest and most liquid REIT in Europe, or to sell their New SEGRO Shares for cash, taking advantage of SEGRO’s significantly greater trading liquidity. The Board is pleased to recommend the Transaction to Tritax EuroBox Shareholders.”