IMPORTANT NOTICE
OFFER FOR THE ENTIRE ISSUED AND TO BE ISSUED CAPITAL OF WAREHOUSE REIT PLC (“WAREHOUSE”) BY TRITAX BIG BOX REIT PLC (“TRITAX”) (THE “OFFER").
ACCESS TO THIS AREA OF THE WEBSITE (THE “MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY RESTRICTED JURISDICTION (AS DEFINED BELOW) OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH TRITAX REGARDS AS UNDULY ONEROUS.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER, THE “INFORMATION”) PUBLISHED BY TRITAX AND/OR WAREHOUSE RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
1 Access to the Information
Please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on who you are and where you are located, may affect your rights or responsibilities. Tritax reserves the right to amend or update this notice at any time in whole or in part and you should, therefore, read this notice in full each time you visit this Microsite. In addition, the contents of this Microsite, and its accessibility by certain persons, may be amended at any time, in whole or in part, at the sole discretion of Tritax.
For regulatory reasons, Tritax must ensure that persons seeking to access this Microsite are made aware of the appropriate regulations for the country which such person is in. To allow you to view information about the Offer, you must read this notice and then click “ACCEPT” to confirm you have read and understood this notice. If you are unable to confirm that you have read and understood this notice, you should click “DECLINE” and you will not be able to view information about the Offer.
The Information contained in this Microsite is not intended to, and does not constitute or form any part of, an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase, subscribe for or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. Any offer from Tritax in connection with the Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such offer, including details on how it may be accepted. Any decision made in relation to such an offer should be made solely and only on the basis of the information provided in any such offer documentation.
2 Overseas jurisdictions
The Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.
YOU SHOULD NOT PRINT, DOWNLOAD, OR OTHERWISE SEEK TO MAIL, FORWARD, DISTRIBUTE, TRANSMIT, TRANSFER, COPY, SEND OR SHARE (DIRECTLY OR INDIRECTLY) THE INFORMATION OR ANY DOCUMENTS CONTAINED ON THIS MICROSITE EITHER IN WHOLE OR IN PART TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT PRINT, DOWNLOAD, OR OTHERWISE SEEK TO MAIL, FORWARD, DISTRIBUTE, TRANSMIT, TRANSFER, COPY, SEND OR SHARE (DIRECTLY OR INDIRECTLY) THE INFORMATION OR ANY DOCUMENTS CONTAINED ON THIS MICROSITE EITHER IN WHOLE OR IN PART TO ANY PERSON IN ANY RESTRICTED JURISDICTION OR IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION MAY BE RESTRICTED BY APPLICABLE LAW OR REGULATION.
Unless otherwise determined by Tritax or required by the Code and permitted by applicable law and regulation, the Offer will not be made, and the New Tritax Shares to be issued pursuant to the Offer will not be made available, directly or indirectly, in or into a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the scheme of arrangement by any such use, means, instrumentality or form from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of all documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into any jurisdiction where to do so would violate the laws in that jurisdiction, and persons accessing documents relating to the Offer on this Microsite must not mail or otherwise distribute or send them in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa, or any other jurisdictions where to do so would violate the laws in that jurisdiction (any such jurisdiction, a “Restricted Jurisdiction”).
This Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.
If the Offer is implemented by way of a takeover offer (unless otherwise permitted by applicable law and regulation), the takeover offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the takeover offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the scheme document.
3 Additional US information
None of the Information is intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the scheme document. Any acceptance or other response to the Offer should be made only on the basis of the information in the scheme document.
Warehouse Shareholders located in the United States should note that the Offer relates to the securities of an English company with a listing on the London Stock Exchange and is proposed to be implemented by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”). Accordingly, the scheme of arrangement is subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.
The Offer may, in certain circumstances, instead be carried out by way of a takeover offer under English law. If, in the future, Tritax exercises its right to implement the Offer by way of a takeover offer, such takeover offer will be made in compliance with the Code and applicable US laws and regulations, including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such takeover offer would be made in the United States by Tritax and no one else.
The financial information included in the Information and other documentation related to the Offer has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The New Tritax Shares to be issued under the scheme of arrangement have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under the securities laws of any state or other jurisdiction of the United States and may not be offered, taken up, sold, resold, delivered, pledged, renounced, distributed or otherwise transferred, directly or indirectly, in or into the United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. If Tritax effects the Offer by way of a scheme of arrangement under English law, the New Tritax Shares to be issued in the Offer will be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Warehouse will advise the Court that the Court’s sanctioning of the scheme of arrangement will be relied upon by Tritax as an approval of the scheme of arrangement following a hearing on its fairness to Warehouse Shareholders, at which hearing all such Warehouse Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the scheme of arrangement and with respect to which notification has been given to all Warehouse Shareholders.
None of the securities referred to on this Microsite have been approved or disapproved by the US Securities and Exchange Commission or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Offer or determined if the Information or any document on this Microsite is adequate, accurate or complete. Any representation to the contrary is a criminal offence in the United States.
US holders of Warehouse Shares also should be aware that the transaction contemplated herein may have tax consequences for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws, and that such consequences, if any, are not described herein. US holders of Warehouse Shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Offer applicable to them.
It may be difficult for US holders of Warehouse Shares to enforce their rights and claims arising out of the US federal securities laws since Tritax and Warehouse are organised in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders of Warehouse Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of Warehouse Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
In accordance with normal UK practice and consistent with Rule 14e-5 under the US Exchange Act, Tritax, certain affiliated companies and the nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in Warehouse outside of the United States, other than pursuant to the Offer, until the date on which the Offer becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and will comply with applicable law, including to the extent applicable the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
4 Forward-Looking Statements
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Tritax and its subsidiaries and subsidiary undertakings (the “Tritax Subsidiaries”) and Warehouse and its subsidiaries and subsidiary undertakings (the “Warehouse Subsidiaries”) following the implementation of the Offer.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of Tritax and the Tritax Subsidiaries (and/or, as relevant, Warehouse and the Warehouse Subsidiaries) to market risks and statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of Tritax or Warehouse. These forward-looking statements are identified by their use of terms and phrases such as, without limitation, “aim”, “anticipate”, “believe”, “continue”, “could”, “estimate”, “expect”, “goals”, “hope”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “would”, “will” and similar terms and phrases or the negative thereof.
There are a number of factors that could affect the future operations of Tritax and the Tritax Subsidiaries (and/or, as relevant, Warehouse and the Warehouse Subsidiaries) and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to (a) currency fluctuations; (b) loss of market share and industry competition; (c) environmental and physical risks; (d) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (e) economic and financial market conditions in various countries and regions; (f) political risks; (g) changes in trading conditions; and (h) changes in general economic, business and political conditions, including changes in the financial markets.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of Tritax, the Tritax Subsidiaries, Warehouse or the Warehouse Subsidiaries, or any of their respective members, directors, officers, employees, advisers and any person acting on or behalf of one or more of them assume any obligation to update or revise any forward-looking statement as a result of new information, future events or other information except as required by applicable law. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.
5 NO PROFIT FORECAST
No statement in this Microsite or the information contained herein, including any statement or information in any document contained in this Microsite, is intended as a profit forecast or a profit estimate for any period and no statement in this Microsite or the information contained herein, including any statement or information in any document contained in this Microsite should be interpreted to mean that the earnings or earnings per share of Warehouse, Tritax, or any of its affiliates, or the combined group for current or future financial years will necessarily match or exceed the historical published earnings per share for Warehouse, Tritax, or any of its affiliates.
6 Responsibility
The directors of Tritax only accept responsibility for the correctness and fairness of the reproduction or presentation of the information relating to the Offer on this Microsite unless a responsibility statement in any relevant document expressly provides otherwise. No other liability, express or implied, is accepted by any such person for the content of such information, save that nothing shall exclude the liability of a person for their fraud or fraudulent misrepresentation.
Subject to any continuing obligations under applicable law or relevant rules or regulations, the Code or any relevant listing rules, Tritax expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offer on this Microsite, any updates or revisions to any statements relating to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
Neither the directors or officers of Tritax, nor any of its or affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
7 Other
Citigroup Global Markets Limited (“Citi”), which is authorised by the Prudential Regulatory Authority (“PRA”) and regulated by the Financial Conduct Authority (“FCA”) and the PRA in the United Kingdom, is acting exclusively as joint financial adviser to Tritax and for no one else in connection with the Offer and will not be responsible to anyone other than Tritax for providing the protections afforded to its clients or for providing advice in connection with the Offer or any other matters referred to in the Information. Neither Citi nor any of its affiliates (nor any of their respective directors officers, employees or agents) 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 Citi in connection with the Offer, the Information, the contents of this Microsite or any other matters referred to in the Information.
Akur Limited (“Akur”), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Tritax and no one else in connection with the Offer and will not be responsible to anyone other than Tritax for providing the protections afforded to clients of Akur nor for providing advice in relation to the Offer or any other matters referred to in the Information. Neither Akur nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statue or otherwise) to any person who is not a client of Akur in connection with the Offer, the Information, the contents of this Microsite or any other matters referred to in the Information.
If you are in any doubt about the contents of this Microsite or what action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) and regulated in the UK by the Financial Conduct Authority if you are resident in the UK or, if you are located outside the UK, from an appropriately authorised independent financial adviser as to the suitability of any action.
This notice shall be governed by and construed in accordance with English law.
8 Confirmation of understanding and acceptance
In order to view the materials on this Microsite, by clicking “ACCEPT” below, you are making the following confirmations:
(a) I have read and understood the notice set out above and I agree to be bound by its terms.
(b) I confirm that I am permitted to proceed to this Microsite and that I am not (nor do I act on behalf of someone who is) subject to any laws or other local requirements that prohibit or restrict the viewing the information contained in this Microsite, and I am not (nor do I act on behalf of someone who is) resident in any Restricted Jurisdiction or in any country that renders the accessing of the materials on this Microsite or parts of it illegal.
(c) I will not print, download, or otherwise seek to copy, mail, forward, transmit, transfer, distribute or send (directly or indirectly) any of the materials on this Microsite either in whole or in part to any other person at any time.
(d) I represent and warrant to Tritax that I intend to access this Microsite for information purposes only and that I understand that accessing this part of the Microsite may affect my rights or responsibilities.
If you are not able to give these confirmations, you should click “DECLINE” below.