Industrials REIT Limited SCHEME OF ARRANGEMENT BECOMES EFFECTIVE (4441D)

TIDMMLI

RNS Number : 4441D

Industrials REIT Limited

21 June 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

21 June 2023

RECOMMED FINAL CASH OFFER

for

Industrials REIT Limited

by

Sussex Bidco LP

(a newly-formed limited partnership indirectly owned by investment funds advised by affiliates of Blackstone Inc.)

to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law 2008, as amended

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 20 June 2023, Industrials and Bidco announced that the Court had sanctioned the Scheme at the Court Hearing.

Industrials and Bidco are now pleased to announce that the Scheme Court Order has been delivered to the Guernsey Registry today and, accordingly, the Scheme has now become effective in accordance with its terms. The entire issued ordinary share capital of Industrials is therefore now owned by Bidco. The terms of the Scheme are set out in the scheme document published by Industrials on 9 May 2023, a copy of which is available on Industrials' website at www.industrialsreit.com (the "Scheme Document").

Capitalised terms used but not defined in this announcement (the "Announcement") have the meanings given to them in the Scheme Document. All references to times in this Announcement are to London times, unless otherwise stated.

Settlement

A Scheme Shareholder on the register of members of Industrials at the Scheme Record Time, being 6.00 p.m. (7.00 p.m. SAST) on 20 June 2023, will be entitled to receive 168 pence in cash for each Scheme Share held (which, for Scheme Shareholders registered on the South African Register, is equal to 39.25320 Rand (3 925.32 cents) per Scheme Share, at the GBP/Rand Exchange Rate of 23.365 Rand for each GBP 1.00 as announced on 20 June 2023). In accordance with the terms of the Scheme, settlement of the Cash Consideration to which any Scheme Shareholder is entitled will be effected within 14 days of the Effective Date in the manner and subject to what is set out below.

   (a)      Where Scheme Shares are held in certificated form 

Where, at the Scheme Record Time, and subject to the remainder of this section, a Scheme Shareholder holds Scheme Shares in certificated form, settlement of the Cash Consideration shall be dispatched by cheque or by electronic payment to their mandated bank or building society account as recorded by the Registrars or by such other method as may be approved by the Panel.

In light of ongoing concerns about the reliability of the South African postal system and, where deemed necessary, to enhance the processes by which certificated shareholders will receive the Cash Consideration, it is proposed that cheques will not be mailed to (a) Scheme Shareholders who hold their shares in certificated form and have a registered address on the Guernsey Register in South Africa, (b) Scheme Shareholders who hold their Scheme Shares in certificated form on the South African Register or (c) any other Scheme Shareholder who holds their shares in certificated form where the Company and/or either of the Registrars has identified a verification issue with the information provided for that Scheme Shareholder or any underlying beneficial holders, where the information is required for the purpose of payment of the Cash Consideration to the Scheme Shareholder, which needs to be addressed before payment of the Cash Consideration to such Scheme Shareholder can be made. In these circumstances, the Registrars will, where they hold validated, and verified mandated bank or building society electronic payment details for such Scheme Shareholder, dispatch payment to them by way of electronic payment to their mandated bank or building society or, where they do not have such details, hold the Cash Consideration on trust for such Scheme Shareholders and engage with each of them to verify their identity and payment details before payment of the Cash Consideration is made to them (whether by way of electronic payment or, if requested, cheque (in the latter case only in respect of such Scheme Shareholders who do not have a registered address on the Register in South Africa)). In addition and without prejudice to the foregoing, no electronic payment shall be made to any Scheme Shareholder where the Company and/or the Registrars have been unable to validate the electronic payment details to the satisfaction of the Company and/or the Registrars. The Registrars shall also have the power to withhold any Cash Consideration payable to any Scheme Shareholder where either the Company and/or either of the Registrars believe that there is a verification issue with the information provided for that Scheme Shareholder or any underlying beneficial holders, where the information is required for the purpose of payment of the Cash Consideration to the Scheme Shareholder. Further details of such trust arrangement are set out in paragraph 4 in Part 3 of the Scheme Document.

Subject to the above, all deliveries of cheques required to be made pursuant to the Scheme shall be effected by posting them no later than 14 days after the Effective Date by first class post or by such other method as may be approved by the Panel, addressed to the persons entitled to them at their respective addresses as appearing in the Register at the Scheme Record Time (or, in the case of joint holders, at the address of that one of the joint holders whose name stands first in the Register in respect of such joint holding at such time) and neither Industrials nor Bidco (nor any of their respective nominees or agents) shall be responsible for any loss or delay in the transmission of cheques sent in this way.

All Cash Consideration due to Scheme Shareholders registered on the Guernsey Register shall be paid in pounds sterling and, in the case of a cheque, drawn on a UK clearing bank or by electronic payment to their mandated bank or building society account as recorded by the Guernsey Registrar.

In the case of Scheme Shareholders on the Guernsey Register, all cheques shall be made payable to the holder (except that, in the case of joint holders, Bidco reserves the right to make cheques payable to the joint holder whose name stands first in the Register in respect of such joint holding at the Scheme Record Time) and the encashment of any such cheque shall be a complete discharge to Bidco for the obligation to pay the monies represented thereby. As noted above, no cheques will be issued or paid to (a) Scheme Shareholders who hold their shares in certificated form and have a registered address on the Guernsey Register in South Africa, (b) Scheme Shareholders who hold their Scheme Shares in certificated form on the South African Register or (c) any other Scheme Shareholder who holds their shares in certificated form where the Company and/or either of the Registrars has identified a verification issue. The Cash Consideration due to such Scheme Shareholders will be held in trust by the Registrars on behalf of such Scheme Shareholder for a period of twelve years from the Effective Date, after which time if it remains unclaimed for any reason the Cash Consideration will be forfeited and cease to remain owing by Bidco or Industrials (or the Guernsey Registrar) and shall thenceforth belong to Bidco (with any interest accruing being for the benefit of Bidco). For the avoidance of doubt, no interest will accrue for the benefit of Scheme Shareholders on the Cash Consideration.

(b) Where Scheme Shares are held in uncertificated or dematerialised form (that is, in CREST or the STRATE system)

Where, at the Scheme Record Time, a Scheme Shareholder holds Scheme Shares in uncertificated or dematerialised form, the payment of Cash Consideration to which:

(i) CREST shareholders are entitled, shall be effected through CREST by Bidco instructing (or procuring the instruction of) Euroclear to create a CREST assured payment obligation in accordance with the CREST assured payment arrangements in favour of the appropriate CREST account through which the relevant Scheme Shareholder holds those uncertificated Scheme Shares in respect of the Cash Consideration due to that Scheme Shareholder; or

(ii) STRATE shareholders are entitled, shall be effected through the STRATE system by Bidco instructing (or procuring the instruction of) STRATE or the South African Registrar (as applicable) to create a STRATE system assured payment obligation in accordance with the STRATE system assured payment arrangements in favour of the appropriate STRATE account through which the relevant Scheme Shareholder holds those dematerialised Scheme Shares in respect of the Cash Consideration due to that Scheme Shareholder, with such Cash Consideration having been converted into Rand at the GBP/Rand Exchange Rate of 23.365 Rand for each GBP 1.00.

The instruction by (or on behalf of) Bidco to create an assured payment arrangement (whether under CREST or the STRATE system) shall be a complete discharge of Bidco's obligations under the Scheme with reference to payments through CREST or the STRATE system (as relevant).

The CREST payment obligations set out above will be created within 14 days after the Effective Date. As from the Effective Date, each holding of Industrials Shares credited to any stock account in CREST will be disabled and all Industrials Shares will be removed from CREST in due course thereafter. The STRATE payment obligations set out above will be settled within five days after the Effective Date. As from the Effective Date, each holding of Industrials Shares credited to any stock account in the STRATE system will be disabled and all Industrials Shares will be removed from the STRATE system on the business day following settlement of the STRATE payment obligations.

Bidco reserves the right to pay Cash Consideration to all or any relevant CREST or STRATE shareholders at the Scheme Record Time by cheque or electronic payment to their mandated bank or building society account as recorded by the Registrars as set out above if for any reason it wishes to do so.

   (c)      For all Scheme Shareholders 

No electronic payment shall be made to any Scheme Shareholder where the Company and/or the Registrars have been unable to validate the electronic payment details to the satisfaction of the Company and/or the Registrars. The Registrars shall also have the power to withhold any Cash Consideration payable to any Scheme Shareholder where either the Company and/or either of the Registrars believe that there is a verification issue with the information provided for that Scheme Shareholder or any underlying beneficial holders, where the information is required for the purpose of payment of the Cash Consideration to the Scheme Shareholder. Further details of such trust arrangement are set out in paragraph 4 in Part 3 of the Scheme Document.

Suspension and cancellation of listing and trading of Industrials Shares

The listing of Industrials Shares on the premium listing segment of the Official List of the Financial Conduct Authority ("FCA") and the admission to trading of Industrials Shares on the London Stock Exchange's ("LSE") main market for listed securities were suspended with effect from 7.30 a.m. (London time) on 21 June 2023. Dealings in Industrials Shares on the main board of the Johannesburg Stock Exchange ("JSE") were suspended with effect from 9.00 a.m. (SAST) on 21 June 2023.

Applications have been made to the FCA and the LSE in relation to the de-listing of Industrials Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of Industrials Shares on the LSE's main market for listed securities, which is expected to take place by 8.00 a.m. (London time) on 22 June 2023.

It is expected that, subject to the approval of the Executive Committee of the JSE, the JSE will initiate the termination of the secondary listing of Industrials Shares on the main board of the JSE, in terms of paragraphs 1.12 and 1.13 of the JSE Listings Requirements, to take effect following today (being the Effective Date) on the basis that Industrials no longer complies with the public spread provisions pursuant to paragraph 4.28(e) of the JSE Listings Requirements. The delisting of Industrials Shares from the JSE is expected to take effect by 9.00 a.m. (SAST) on 27 June 2023, being the first Business Day following the date on which payment of the Cash Consideration is expected to be made to Industrials Shareholders on the South African Register.

Director changes

As the Scheme has now become Effective, Industrials announces that, as of today's date, Richard Grant, Paul Miller, Philip Holland, Patsy Watson, Richard Smith and Louisa Bell have tendered their resignations and have stepped down from the Industrials Board.

Full details of the Acquisition are set out in the Scheme Document.

Timetable

The expected timetable of principal events for the implementation of the Scheme remains as set out in the Scheme Document and is also set out below. The dates are indicative only and are subject to change. If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified by announcement through a Regulatory Information Service and SENS with such announcement being made available on Industrials' website at www.industrialsreit.com.

 
 EVENT                                                   TIME AND/OR DATE 
 Cancellation of listing of Industrials      By 8.00 am (9.00 am SAST) on 
  Shares on LSE                                     Thursday 22 June 2023 
 Last day for settlement of trades                    Friday 23 June 2023 
  prior to Scheme Record Time on 
  the South African Register 
 Payment made to Industrials Shareholders             Monday 26 June 2023 
  on the South African Register 
 Delisting of Industrials Shares                       By 9.00 am SAST on 
  from the JSE                                       Tuesday 27 June 2023 
 Latest date for dispatch of cheques,               Wednesday 5 July 2023 
  electronic payment and/or settlement 
  through CREST to Industrial Shareholders 
  on the Guernsey Register in respect 
  of the Cash Consideration 
 

Enquiries:

 
 Industrials                                             [phone] 
 Paul Arenson 
 Julian Carey 
 James Beaumont 
 Numis (Joint Financial Adviser and Corporate 
  Broker to Industrials)                                 [phone] 
 Hugh Jonathan 
 Stuart Ord 
 Eastdil Secured (Joint Financial Adviser 
  to Industrials)                                        [phone] 
 Max von Hurter 
 Tomas Ribeiro 
 Brunswick Group (PR Adviser to Blackstone 
  and Bidco)                                             [phone] 
 Azadeh Varzi 
 
  Peter Hesse 
 FTI Consulting (Financial PR Adviser to Industrials)    [phone] 
 Richard Sunderland 
 Richard Gotla 
 Blackstone/Bidco                                        [phone] 
 Dafina Grapci-Penney 
 Rothschild & Co (Lead Financial Adviser to 
  Blackstone and Bidco)                                  + 44 20 7280 5000 
 Alex Midgen 
 Sam Green 
 Jake Shackleford 
 RBC Capital Markets (Financial Adviser to 
  Blackstone and Bidco)                                  [phone] 
 Charlie Foster 
 Paul Lim 
 Nik Ingstrup 
 

Simpson Thacher & Bartlett LLP is retained as legal adviser to Blackstone and Bidco. Bryan Cave Leighton Paisner LLP is retained as legal adviser to Industrials.

Java Capital is acting as JSE sponsor to Industrials. BofA Securities and Deutsche Bank are also acting as financial advisers to Bidco.

Important notices

Numis Securities Limited ("Numis") which is authorised and regulated in the United Kingdom by the FCA, is acting as the financial adviser and Rule 3 financial adviser to Industrials and no one else in connection with the Acquisition and the matters set out in this announcement and shall not be responsible to anyone other than Industrials for providing the protections afforded to clients of Numis, nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Numis nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Numis in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise. Numis has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name and the advice it has given to Industrials in the form and context in which they appear.

Eastdil Secured International Limited ("Eastdil Secured") which is authorised and regulated in the United Kingdom by the FCA, is acting as the financial adviser to Industrials and no one else in connection with the Acquisition and the matters set out in this announcement and shall not be responsible to anyone other than Industrials for providing the protections afforded to clients of Eastdil Secured, nor for providing advice in connection with the Acquisition or any matter referred to herein. Neither Eastdil Secured nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Eastdil Secured in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise. Eastdil Secured has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name and the advice it has given to Industrials in the form and context in which they appear.

Java Capital Trustees and Sponsors Proprietary Limited ("Java Capital"), which is authorised and regulated in South Africa by the JSE, which is licensed as a securities exchange and is regulated by the Financial Sector Conduct Authority and the Prudential Authority of South Africa, is acting as JSE sponsor exclusively for Industrials and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Industrials for providing the protections afforded to clients of Java Capital, or for providing advice in relation to the contents of, matters referred to in, this announcement or any matter referred to herein. Neither Java Capital nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Java Capital in connection with this announcement, any statement or other matter or arrangement referred to herein or otherwise. Java Capital has given, and not withdrawn, its consent to the inclusion in this announcement of the references to its name and the advice it has given to Industrials in the form and context in which they appear.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated in the United Kingdom by the FCA, is acting for Blackstone and Bidco and no one else in connection with the matters referred to in this announcement. Rothschild & Co, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to anyone other than Blackstone and Bidco for providing the protections afforded to the clients of Rothschild & Co nor for providing advice in relation to the matters referred to in this announcement.

RBC Europe Limited (trading as "RBC Capital Markets"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting for Blackstone and Bidco and no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Blackstone and Bidco for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Merrill Lynch International ("BofA Securities"), which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Bidco and for no one else and will not be responsible to anyone other than Bidco for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BofA Securities, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BofA Securities in connection with this announcement, any statement contained herein or otherwise.

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request. Deutsche Bank AG, London Branch (" Deutsche Bank ") is acting as financial adviser to Bidco and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the subject matter of this announcement or any other matter referred to in this announcement.

Neither the US Securities and Exchange Commission nor any US state securities commission or regulatory authority has reviewed or approved this announcement or the Scheme. Any representation to the contrary is a criminal offence in the United States.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

MSCFBMPTMTJTMIJ

(END) Dow Jones Newswires

June 21, 2023 04:45 ET (08:45 GMT)