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.

THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW BBOX SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT AND THE COMBINED CIRCULAR AND PROSPECTUS WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE.

21 March 2024

Recommended All-Share Combination

of

Tritax Big Box REIT plc ("BBOX") and UK Commercial Property REIT Limited ("UKCM")

to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey

 

1.          Introduction

The Boards of BBOX and UKCM are pleased to announce that they have reached agreement on the terms of a recommended all-share combination of BBOX and UKCM, pursuant to which BBOX will acquire the entire issued and to be issued ordinary share capital of UKCM (the "Combination"), intended to be effected by means of a Court-sanctioned scheme of arrangement between UKCM and the Scheme Shareholders under Part VIII of the Companies Law of Guernsey (the "Scheme").

2.          The Combination

Under the terms of the Combination, which will be subject to the Conditions and other terms set out in this Announcement and to the full terms and conditions which will be set out in the Scheme Document, Scheme Shareholders will be entitled to receive:

0.444 New BBOX Shares for each UKCM Share

(the "Exchange Ratio")

The Exchange Ratio is on an EPRA NTA for EPRA NTA basis with reference to BBOX's 31 December 2023 EPRA NTA of 177.2 pence per share and UKCM's 31 December 2023 EPRA NTA of 78.7 pence per share.

Following completion of the Combination, UKCM Shareholders will own approximately 23.3 per cent. and existing BBOX Shareholders will own approximately 76.7 per cent. of the issued ordinary share capital of the Combined Group.

Based on BBOX's Closing Price of 160.2 pence per BBOX Share on 9 February 2024 (being the day of the commencement of the Offer Period), the Combination implies a value of 71.1 pence per UKCM Share and approximately £924 million for the entire issued and to be issued ordinary share capital of UKCM which represents:

·  a premium of 10.8 per cent. to the UKCM undisturbed Closing Price of 64.2 pence per UKCM Share on 9 February 2024 (being the day of the commencement of the Offer Period); and

·  a premium of 23.0 per cent. to the volume weighted average price of 57.8 pence per UKCM Share for the six month period ended 9 February 2024 (being the day of the commencement of the Offer Period).

The New BBOX Shares will be issued credited as fully paid-up and will rank pari passu in all respects with the BBOX Shares in issue at that time, including the right to receive and retain dividends and other distributions (if any) announced, declared, made or paid by reference to a record date on or after the Effective Date (save, for the avoidance of doubt, any BBOX Permitted Dividend). Applications will be made to the FCA for the New BBOX Shares to be admitted to the Official List and to the London Stock Exchange for the New BBOX Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.

The UKCM Shares which will be acquired under the Combination will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made or paid on or after the date of this Announcement, save for the UKCM Permitted Dividends.

3.          Background to and Reasons for the Combination

BBOX is the largest listed investor in UK high-quality logistics warehouse assets and controls the UK's largest logistics-focused development land platform, with a portfolio valued at approximately £5.1 billion. BBOX focuses on acquiring, developing and actively managing well-located, modern logistics assets to deliver attractive and sustainable returns for its shareholders.

BBOX owns and manages a portfolio of high-quality "Big Box" (very large) logistics warehouses which have delivered a 100 per cent. rent collection record since IPO over 10 years ago. With the objective of broadening its "end to end" customer offering in terms of building size and location, BBOX has more recently acquired "last mile" and urban logistics assets which have the potential to enhance returns by providing significant scope for near term rental growth. In line with this, during 2023 BBOX successfully completed the acquisition of approximately £110 million of urban logistics assets and will continue to selectively acquire similar attractive assets.

BBOX also continues to invest in its development pipeline, whereby shareholders benefit from the attractive financial returns from development activities targeting a 6 to 8 per cent. yield on cost as well as enhancing BBOX's overall portfolio quality from the development of new, best-in-class logistics assets across a variety of size bands, from "Small Box" to "Big Box". For the financial year ending 31 December 2024, BBOX is targeting a yield on cost of 7.0 per cent. for its development activity.

Over the last 18 months, BBOX has funded its acquisitions and investments in its pipeline of development opportunities substantially through portfolio recycling, with £327 million of disposals completed in 2023 (in aggregate above book value). A continuation of this successful strategy would require BBOX to sell further core logistics real estate assets, which it may ideally prefer to retain.

BBOX recognises the quality of the UKCM portfolio and sees a Combination with UKCM as being highly complementary to its current strategy through simultaneously:

(a)      Acquiring a c.£740 million portfolio of high-quality logistics assets, across a range of sizes and locations which benefit from substantial near-term rental reversionary potential, in line with BBOX's objective of increasing its range of building sizes. The UKCM portfolio has a strong weighting towards the key logistics markets of the Midlands and South East (including London) where the BBOX Manager believes supply is particularly constrained and occupational demand remains robust and where the BBOX Manager has extensive experience; and

(b)      Providing BBOX with an attractive portfolio of c.£475 million of non-logistics assets including retail parks, supermarkets, student accommodation and offices which can further drive returns for shareholders through a combination of active asset management and recycling of capital through disposals to provide the potential for accelerated investment into BBOX's accretive development pipeline and other accretive investment opportunities. The phasing of such disposals will be based upon the completion of individual asset specific optimisation plans, prevailing market conditions and the timing of its development commitments, however BBOX's current expectation is that it will have substantially exited this non-logistics portfolio within approximately 24 months from completion of the Combination.

The Boards of BBOX and UKCM believe the Combination has compelling strategic and financial rationale, building on BBOX's existing strategy and proven track record of delivering attractive and sustainable returns for shareholders, further details of which are set out below:

(a)      High-quality, logistics-focused portfolio with significant rental reversion potential - the Combination creates a c.£6.3 billion portfolio focused on high-quality logistics assets, with a diverse customer base generating over £293 million of rental income per annum with significant embedded and growing rental reversion potential. BBOX believes that this is a unique opportunity to acquire a high-quality logistics-focused portfolio of scale, which otherwise is unavailable to acquire in the open market, and, as a specialist in UK logistics, to utilise its extensive experience to deliver further value from these assets;

(b)      Significant near-term rental growth potential - UKCM's portfolio provides significant near term rental growth potential, with a portfolio ERV of £80 million, 24 per cent. ahead of current contracted rent and 79 per cent. of the logistics portfolio rental reversion subject to lease events occurring by 2026:

(i)       85 per cent. of the portfolio rental reversion is within UKCM's £740 million logistics portfolio, which comprises 19 assets with a total gross lettable area of 4.4 million square feet, with identified asset management providing value enhancement potential, and is weighted towards the Midlands and South East (including London);

(ii)      BBOX's exclusive focus on UK logistics, and active approach to asset management, better enables it to secure the capture of rental reversion in respect of logistics assets, in addition to identifying further asset management opportunities to drive value; and

(iii)      while BBOX's intention is not to be a long-term owner of UKCM's remaining portfolio of non-logistics assets, it is high-quality and diversified across a mix of commercial property sectors, in core locations across the UK, with a diverse customer base and provides an attractive net initial yield of 6.4 per cent. It also has the potential for value creation through identified asset management opportunities to sale.

(c)      Enhanced BBOX customer offering - the Combination represents a compelling opportunity for BBOX to immediately enhance its overall offering to customers by further diversifying its portfolio across a broader range of logistics property sizes, locations and tenant uses, from "Mega-Boxes" to smaller, strategically located, logistics assets within key urban locations, in an efficient and cost-effective manner;

(d)      Non-logistics assets to fund attractive investment and development opportunities through capital recycling - the Combined Group will adopt a disciplined approach to substantially exiting the non-logistics assets (expected to be c.8 per cent. of the Combined Group's GAV on completion of the Combination) within approximately 24 months from completion of the Combination. The capital recycling will provide approximately two years of development capex funding. This builds on BBOX's successful track record of targeted disposals to recycle capital into development opportunities for new, "triple net" leased, best-in-class logistics assets at a 6 to 8 per cent. yield on cost, with 2024 development activity targeting a yield on cost of 7.0 per cent. This will result in a Combined Group portfolio that comprises best-in-class logistics assets capable of delivering superior total returns to shareholders;

(e)      Attractive and liquid non-logistics portfolio with proven value - UKCM's non-logistics assets are typically modern, in strong locations which are expected to be both appealing to occupiers and attractive to the investment market if offered for sale, reflected by the disposal of two office assets post the 2023 year end, both of which were in line with prevailing book values. BBOX also believes that an improving macro-economic environment could impact favourably on investment values in the commercial property investment market, thus improving liquidity and enhancing value;

(f)       Immediately identifiable cost savings - the Combined Group will benefit from savings in recurring costs of approximately c.£4.0 million per annum, the majority of which are expected to be effective immediately on completion of the Combination arising from the unification of investment management services under the BBOX Manager and operational cost savings, as outlined in the Quantified Financial Benefits Statement set out in this Announcement, with additional anticipated medium-term costs savings from rotation into "triple net" leases and financing synergies;

(g)      Enhanced earnings - the Combination is expected to be immediately accretive to adjusted earnings per share for both sets of shareholders, enhancing the Combined Group's ability to target sustainable earnings and dividend progression, with the potential for future synergies resulting from enhanced scale and operational efficiencies;

(h)      Compelling excess returns over cost of capital - BBOX expects UKCM's logistics assets to deliver unlevered returns materially above BBOX's cost of capital over the medium-term. BBOX also believes the market has opportunities for value growth in line with the macro-economic environment. BBOX expects the capital allocation to the non-logistics assets to be temporary, until the capital is recycled into BBOX's logistics development pipeline and/or other accretive investment opportunities;

(i)       Value creation from capital recycling - taking into account the financial effects of recycling capital by disposing of UKCM's c.£475 million of non-logistics assets and funding accelerated investments into BBOX's logistics development platform, and excluding the impact of future rental growth and yield movements, such development activity would be expected to generate upon stabilisation mid-single digit growth in EPRA NTA per share, adjusted earnings per share and dividends per share;

(j)       Active asset management and sector leading environmental, social and governance ("ESG") credentials unlocking value - BBOX has a strong history of active asset management, coupled with sector leading ESG credentials. A skillset which can add additional value to UKCM's c.£1.2 billion portfolio and provide significant scope for increased earnings efficiency post completion of the Combination. The BBOX team has the sector knowledge which has identified opportunities to add value through asset management prior to disposal of UKCM's non-logistics assets;

(k)      Significant opportunity to unlock value from specialised, experienced, and entrepreneurial manager - BBOX Manager will act as sole investment manager to the Combined Group enabling it to benefit from BBOX Manager's in-house team of experts who have a proven track record of successfully managing funds across a diverse range of asset classes. BBOX Manager's entrepreneurial culture and direct proactive approach to asset management, undertaken in-house will help to drive value creation in the combined portfolio by creating unique insight, stronger customer relationships, and ensuring opportunities to add value are rigorously pursued;

(l)       Robust balance sheet with potential financing synergies - the Combined Group will seek to preserve a robust and conservatively leveraged balance sheet with a reduced loan-to-value ratio of approximately 29 per cent., significant available liquidity, no near-term debt maturities, expected cost of capital benefits and greater financial flexibility around net investment activity, while BBOX's investment grade credit rating provides the potential for a lower cost of capital for the Combined Group; and

(m)     Greater share liquidity with more diversified shareholder base - the Combination would create the fourth largest UK REIT, with a combined EPRA NTA of approximately £4.4 billion, and a more diversified, broader shareholder base with shareholders benefitting from increased share liquidity from enlarged scale and index weightings.

4.          Quantified Financial Benefits Statement

The BBOX Directors, having reviewed and analysed the potential cost savings of the Combined Group, as well as taking into account factors they can influence, believe the Combined Group can deliver shareholder value through the expected realisation of approximately £4.0 million of pre-tax recurring cost synergies. The cost synergies are expected to be realised principally from:

(a)      Investment management fees: unification of investment management services under the BBOX Manager, delivering an expected £2.6 million of cost synergies per annum derived from lower investment management fees charged on the UKCM EPRA NTA ; and

(b)      Corporate and administrative costs: de-duplication and rationalisation of duplicated listing, administration and operational expenses delivering an estimated £1.4 million of cost synergies per annum.

The identified cost savings are contingent on the completion of the Combination and would not be achieved independently. The estimated cost synergies referred to above reflect both the beneficial elements and the relevant costs.

The UKCM Manager has agreed to waive the early termination payment of £6.7 million which would be contractually payable by UKCM on completion of the Combination as a result of the UKCM IMA being agreed to be terminated at such time under the UKCM IMA Termination Agreement. The BBOX Directors have considered other recurring or one-off costs in connection with realising the expected cost synergies and have reflected these in the expected recurring cost synergy figure.

Potential areas of dis-synergy have been considered by the BBOX Directors and are reflected in the analysis.

These statements relating to estimated investment management fee savings and other identified cost savings relate to future actions or circumstances which by their nature involve risks, uncertainties and contingencies. As a consequence, the identified synergies and estimated savings referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information, is set out in Appendix 4 to this Announcement.

5.          Recommendations

Recommendation of UKCM Directors

The UKCM Recommending Directors, who have been so advised by Rothschild & Co as to the financial terms of the Combination, consider the terms of the Combination to be fair and reasonable. In providing its advice to the UKCM Directors, Rothschild & Co has taken into consideration the commercial assessments of the UKCM Directors. Rothschild & Co is providing independent financial advice to the UKCM Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, taking into account the factors set out below, the UKCM Recommending Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the UKCM Shareholders in favour of the resolutions to be proposed to shareholders at the UKCM General Meeting (or, if implemented by a Takeover Offer, to accept such Takeover Offer), as the UKCM Recommending Directors have irrevocably undertaken to do so in respect of their own beneficial holdings of 427,666 UKCM Shares representing, in aggregate, approximately 0.03 per cent. of the issued ordinary share capital of UKCM on 20 March 2024 (being the last Business Day prior to the release of this Announcement).

Recommendation of BBOX Directors

As a result of its size, the Combination constitutes a Class 1 transaction for BBOX for the purposes of the Listing Rules. Accordingly BBOX will be required to seek the approval of the BBOX Shareholders for the Combination at the BBOX General Meeting. The Combination will also be conditional on the approval of the BBOX Shareholders of the issuance of the New BBOX Shares at the BBOX General Meeting. The BBOX Directors consider the Combination to be in the best interests of BBOX and the BBOX Shareholders as a whole and intend unanimously to recommend that BBOX Shareholders vote in favour of all of the resolutions to be proposed at the BBOX General Meeting which will be convened in connection with the Combination, as they have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings of 390,170 BBOX Shares representing, in aggregate, approximately 0.02 per cent. of BBOX's issued ordinary share capital on 20 March 2024, being the last Business Day prior to the release of this Announcement.

The BBOX Directors have received financial advice from Jefferies and J.P. Morgan Cazenove in relation to the Combination. In providing their advice to the BBOX Directors, Jefferies and J.P. Morgan Cazenove have relied upon the BBOX Directors' commercial assessment of the Combination.

 

6.          Background to and Reasons for the UKCM Board recommendation

Background on UKCM

UKCM's strategy is to provide shareholders with an attractive and growing level of income with the potential for capital growth.

UKCM holds a diversified portfolio of property, weighted towards industrial and logistics (61 per cent. of the portfolio value), retail warehouses and supermarkets (14 per cent.), offices (9 per cent.), leisure and hotels (11 per cent.) and student halls (5 per cent.). Whilst sector activity has been impacted by recent economic uncertainty, industrial and logistics, retail warehousing and student halls are sectors that are supported by macroeconomic or demographic trends.

Since IPO in 2007, UKCM's portfolio has marginally outperformed the MSCI Balanced Portfolios Quarterly Property Index against which it reports (the "Benchmark Index"), with an annualised total property return of 4.7 per cent. compared to an annualised total property return of 3.9 per cent. for the Benchmark Index over the same period. On a total accounting return basis (defined as EPRA NTA per share growth plus cumulative dividends per share), UKCM has delivered a return of 4.0 per cent., 3.0 per cent. and 56.0 per cent. over the 3, 5 and 10 year periods to 31 December 2023, respectively. In 2023 UKCM delivered 3.0 per cent. EPRA NTA total return and 6.3 per cent. growth in EPRA EPS.

UKCM has a robust and flexible balance sheet with, following disposals post 31 December 2023, a loan-to-value ratio of 15.2 per cent., weighted average cost of drawn debt of 3 per cent. and 98 per cent. of UKCM's debt being at a low fixed rate. All covenants are fully covered.

Background to and Reasons for the Recommendation

Over recent years, UKCM's share price has traded at a persistent discount to EPRA NTA. This discount has averaged 21.0 per cent. over the last 5 years, 26.3 per cent. over the last 3 years and 33.7 per cent. over the last 12 months, in each case measured to 31 December 2023. The Board of UKCM believes the following factors have contributed to UKCM's persistent trading discount:

·    a highly concentrated shareholder register, in particular with Phoenix's 43.4 per cent. shareholding;

·    against the background of sector consolidation, the relative lack of scale and relevance of UKCM for UK public market REIT investors; and

·    UKCM's relatively low share liquidity for a FTSE 250 constituent.

In addition, UKCM's growth potential has been constrained by its inability, due to its trading discount and shareholder register, to raise new equity capital on attractive terms from the public markets.

In May 2023, the Board of UKCM appointed Rothschild & Co to undertake a strategic review, including of the options to narrow UKCM's share trading discount relative to EPRA NTA. The review considered a range of options for UKCM, both as a standalone company and combinations with other listed groups, with an initial focus on M&A opportunities where UKCM might act as consolidator. The review also formed the framework against which the financial and strategic merits of subsequent proposals were measured.

On 8 November 2023, the Board of UKCM announced it was in discussions with Picton Property Income Limited ("Picton") in relation to a possible all-share merger on an EPRA NTA to EPRA NTA basis. UKCM shareholders would have held approximately two thirds of the combined group.

Whilst the Board of UKCM was in favour of a combination with Picton on the terms proposed, discussions with Picton were terminated following the Board of UKCM receiving confirmation from its largest shareholder, Phoenix, that it was not supportive of the merger.

Following the public announcement described above, the Board of UKCM has received expressions of interest from other listed and private counterparties, including BBOX. Aside from BBOX, no other formal alternative proposal for UKCM has been received from any other third party.

The Combination follows UKCM receiving four proposals from BBOX over a period of negotiation of approximately two months. The Exchange Ratio of 0.444 New BBOX Shares for each UKCM Share represents a very material increase relative to the terms of the initial proposal from BBOX.

The Board of UKCM remains confident in the fundamental strength of UKCM's portfolio, comprising a resilient and reversionary industrial weighted portfolio, a strong balance sheet with low gearing, and recent successful re-cycling of capital through selected disposals at book value. However, the Board of UKCM also believes that the structural factors and constraints outlined above are likely to persist, in particular the concentrated shareholder register and persistent relatively low levels of liquidity, impacting UKCM's share price and ability to execute on alternative strategic options.

Strategic and Financial Rationale for the Combination with BBOX

The Board of UKCM has carefully considered the financial and strategic benefits of the Combination with BBOX. In particular, the Board of UKCM has considered the following benefits of a Combination:

·    As an all-share combination, UKCM Shareholders are not crystallising an offer in cash at a discount to EPRA NTA per UKCM Share, but instead will continue to benefit from the opportunity, benefits and risks of share ownership in the Combined Group;

·    The Exchange Ratio of 0.444 New BBOX Shares per UKCM Share held will result UKCM Shareholders owning approximately 23.3 per. cent of the issued share capital of the Combined Group, regardless of the BBOX Share price on any one day. This ownership percentage represents UKCM's share of the Combined Group's EPRA NTA. This means that, before the costs of the proposed Combination, UKCM shareholders will hold the equivalent 31 December 2023 EPRA NTA in the Combined Group as UKCM's 31 December 2023 EPRA NTA, being approximately 78.7 pence per UKCM share, meaning UKCM shareholders are suffering no loss or dilution of fundamental EPRA NTA per share from the Combination;

·      BBOX, like UKCM, benefits from a low cost and predominantly fixed rate debt structure, which has significant mark-to-market value which is not included in the EPRA NTA measure. The mark-to-market value of fixed rate debt is greater for BBOX as a proportion of its Net Asset Value, than for UKCM as a proportion of its own Net Asset Value, which is favourable for UKCM shareholders given the Exchange Ratio is based on EPRA NTA;

·    Notwithstanding the fluctuation in the BBOX Share price since 9 February 2024 (being the day of the commencement of the Offer Period), the Combined Group is expected to benefit from an improvement in long-term share price rating relative to EPRA NTA, versus UKCM standalone, as evidenced by BBOX having traded, on average, at a stronger share price to EPRA NTA ratio than UKCM by +15 ppts over the last 5 years, +19 ppts over the last 3 years and +10 ppts over 12 months (each period being to 31 December 2023). The UKCM Recommending Directors' view is that this has in part been driven by BBOX's superior total accounting returns over similar time periods;

·    The Combination represents a share price premium of 10.8 per cent. to the undisturbed Closing Price of a UKCM Share on 9 February 2024 (being the day of the commencement of the Offer Period);

·    A significant increase in scale, becoming the fourth largest UK REIT with a combined portfolio value of £6.3 billion and EPRA NTA of £4.4 billion. Further, this increased scale is expected to improve overall share liquidity for UKCM Shareholders from a higher free-float and a more diverse shareholder base;

·    An immediate, significant increase in earnings per share for UKCM Shareholders together with a covered dividend;

·    A saving in annual running costs for the Combined Group are expected, with synergies of approximately £4.0 million per annum to be realised principally through BBOX's lower management fee and removal of duplicate corporate and administrative costs, as outlined in the Quantified Financial Benefits Statement set out in this Announcement;

·    BBOX's land bank and development capability provide a differentiated source of income growth and development profit in attractive sub-markets, supporting further earnings enhancement alongside the embedded rental reversion present in both portfolios;

·    BBOX's confirmation of its intention to pay a well-covered full year 2024 dividend which is to be not less than the full year 2023 equivalent UKCM dividend; and

·    The support of UKCM's two largest shareholders, Phoenix and Investec, who together have given support representing 56.5 per cent. of UKCM's issued ordinary share capital on 20 March 2024 (being the last Business Day prior to release of this Announcement).

Other Considerations

In reaching their recommendation, the UKCM Recommending Directors have also considered that an investment in the Combined Group will differ from an investment in UKCM, given the Combined Group will (i) primarily be exposed to the performance, opportunities and risks of a significantly higher weighting towards the industrial and logistics sector with a more concentrated tenant base; (ii) have higher leverage than UKCM; and (iii) have a higher exposure to logistics development than UKCM's current overall development exposure. However, in reaching their recommendation, the UKCM Recommending Directors also noted that, amongst other things:

·    The combined portfolio will have strong fundamentals including a weighted average unexpired lease term of 10.5 years, mix of rental review types with 42 per cent. index-linked, significant embedded reversion and a high-quality tenant base. Further, BBOX has achieved a 100 per cent. rent collection in the period from IPO to 31 December 2023;

·    Although the Combined Group's gearing is expected to be higher than UKCM's current gearing levels, BBOX's leverage remains in-line with key peers and the staggered nature of the debt maturities is expected to help mitigate interest rate risks; and

·    BBOX's development platform provides an additional source of future growth, with a high-quality, specialist, in-house development team with a proven track record.

Accordingly, taking into account the factors set out above, the UKCM Recommending Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the UKCM Shareholders to vote in favour of the resolution to be proposed to UKCM Shareholders at the UKCM General Meeting (or, if implemented by a Takeover Offer, to accept such Takeover Offer), as the UKCM Recommending Directors have irrevocably undertaken to do so in respect of their own beneficial holdings of 427,666 UKCM Shares, in aggregate, representing approximately 0.03 per cent. of the issued ordinary share capital of UKCM on 20 March 2024 (being the last Business Day prior to release of this Announcement).

The opinion reflects the views of the UKCM Recommending Directors, which are not shared by the UKCM Dissenting Director and for which the UKCM Dissenting Director is not responsible. The UKCM Dissenting Director's opinion is set out in paragraph 7 below.

7.          Dissenting Director's Statement

Mr Pereira Gray, the Chairman of UKCM, is not recommending the Combination to UKCM Shareholders, though given the support of UKCM's two largest shareholders, he accepts that the proposed Combination should be put to UKCM Shareholders.

In arriving at his dissenting view, he has considered the following matters, amongst others.

Mr Pereira Gray believes that there is an ongoing role in the UK REIT landscape for diversified, low geared, listed UK real estate exposure for investors in companies such as UKCM, possibly increased in scale by means of a combination with another UK REIT.

Mr Pereira Gray recognises the merits of the Combination as described elsewhere in this Announcement but does not consider that the Combination makes for a compelling strategic rationale for UKCM Shareholders given the different investment strategies and asset make-up of the two businesses. BBOX employs a single-sector specialist "Big Box" property investment strategy with a higher proportion of long index-linked and fixed rental uplift leases, a significant development programme, and a higher level of gearing than UKCM. Whilst recognising that industrial property is an attractive property market sector today, Mr Pereira Gray values the flexibility provided by a diversified investment strategy and does not believe that shares in UKCM and shares in BBOX will perform similarly for shareholders over time.

Mr Pereira Gray acknowledges that UKCM's market capitalisation has shown a persistent discount to Net Asset Value in recent years. The strong rising trend of the last six months has, however, led to UKCM delivering the second highest share price total return within the Listed Property Sector over the last 12 months. UKCM now offers a narrower than average discount to underlying Net Asset Value relative to its Listed Property Sector peers, and Mr Pereira Gray wishes to continue to promote the merits of the company to investors.

The undisturbed share price of UKCM at close of business 8 February 2024, the day after the announcement of the end of year results, and the day before the leak of the dialogue with BBOX was 65.40 pence per share. The current implied merger price offers a limited premium over the undisturbed share price on 8 February 2024 in return for giving up control of UKCM. There remains no certainty of the price at which UKCM Shares might actually convert into BBOX Shares given daily volatility in the BBOX share price.

Mr Pereira Gray believes that other parties would have come forward had there been a more open and comprehensive sales process, and that this could have led to an alternative and potentially improved proposal for UKCM. It is recognised that the two largest shareholders support the Combination, but Mr Pereira Gray does not know that this is the highest price or the best value that could have been achieved for all UKCM Shareholders in other circumstances and given a longer time period.

Mr Pereira Gray believes that an orderly liquidation would generate a higher net return to shareholders than the implied offer price but acknowledges that a merger with BBOX could deliver a higher net present value to UKCM Shareholders over time assuming growth in the value of BBOX's core investment portfolio and possible narrowing of the discount at which the BBOX Shares currently trade.

Mr Pereira Gray recognises the attractions of the proposed merger for larger shareholders but, in the light of his concerns that the Combination has not been sufficiently market tested, he does not on balance feel able to recommend the Combination to UKCM Shareholders and will abstain from voting at the Court Meeting and the UKCM General Meeting.

The opinion above reflects the views of the UKCM Dissenting Director, which are not shared by the UKCM Recommending Directors and for which the UKCM Recommending Directors are not responsible.

8.          Further Information Relating to UKCM

UKCM is a FTSE 250 UK REIT listed on the premium segment of the Official List. UKCM aims to provide its shareholders with an attractive level of income together with the potential for capital and income growth from investing in a diversified portfolio of high-quality UK commercial properties, weighted towards sectors that benefit from strong underlying structural and societal drivers.

UKCM's portfolio of 37 properties is valued at £1.21 billion with a net initial yield of 5.1 per cent., reversionary yield of 6.3 per cent. and EPRA NTA of £1.0 billion. UKCM has a conservatively leveraged balance sheet with a loan-to-value ratio of 15 per cent. and a weighted cost of drawn debt of 3.0 per cent. (following disposals post 31 December 2023). As at 20 March 2024 (being the last Business Day prior to release of this Announcement), UKCM had a market capitalisation of £841 million.

UKCM's portfolio comprises assets across a diverse mix of sectors:

(a)      Industrial logistics (c.61 per cent. of total GAV; 4.3 per cent. net initial yield and 6.0 per cent. reversionary yield): diverse logistics portfolio comprising mix of multi-let industrial estates and single-let "Big Box" distribution units in strategic locations predominantly throughout the South East and the Midlands;

(b)      Alternatives (Leisure, Hotel and Student Accommodation) (c.16 per cent. of total GAV; 6.4 per cent. net initial yield and 6.2 per cent. reversionary yield): portfolio of diverse alternative assets including: three cinema-anchored leisure schemes; two purpose built student accommodation assets in Edinburgh and Exeter; and two hotel assets including a Hyatt development scheduled for completion in Q3 2024;

(c)      Retail (c. 14 per cent. of total GAV; 6.3 per cent. net initial yield and 6.1 per cent. reversionary yield) portfolio comprising two supermarkets and four retail parks dominated by either bulky goods retailers or convenience and discount operators; and

(d)      Offices (c.9 per cent. of total GAV; 6.7 per cent. net initial yield and 9.0 per cent. reversionary yield): portfolio of five well-located regional and South East focused office assets.

9.          Information Relating to BBOX

BBOX is a FTSE 250 UK REIT listed on the premium segment of the Official List. BBOX is the largest listed UK REIT that invests primarily in UK high-quality logistics warehouse assets and controls the largest logistics-focused development land platform in the UK. BBOX is committed to delivering attractive and sustainable returns for shareholders by investing in and actively managing existing built investments and land suitable for logistics development. BBOX focuses on well-located, modern logistics assets, typically let to institutional-grade tenants on long-term leases with upward-only rent reviews and geographic and tenant diversification throughout the UK. BBOX's portfolio is valued at £5.1 billion with an EPRA NTA per share of 177.2 pence. As at 20 March 2024 (being the last Business Day prior to the release of this Announcement), BBOX had a market capitalisation of £2.9 billion.

In the period from its IPO in December 2013 to 20 March 2024, (being the last Business Day prior to the release of this Announcement), BBOX has delivered on a total accounting return basis, a return of approximately 145.8 per cent., a total shareholder return of approximately 139.6 per cent. and has grown its market capitalisation to £2,858 million. This has resulted in outperformance versus the FTSE 350 Real Estate index.

10.        Intentions for the Combined Group

Property strategy

With effect from the completion of the Combination, BBOX Manager will provide investment management, administrative and advisory services to the Combined Group. BBOX expects to continue BBOX's stated strategy and invest in high-quality industrial and logistics assets. As part of this strategy BBOX will, over the short to medium term, actively manage the non-logistics assets including retail parks, supermarkets, student accommodation and offices and seek to recycle capital through disposals, with the recycled capital being invested in BBOX's high-quality and accretive development pipeline. The timing and phasing of such disposals will be based upon prevailing market conditions and the required asset optimisation (which will necessarily be individual asset specific) of any such disposals, however BBOX's current expectation is that it will have substantially exited this entire portfolio within approximately 24 months of completion of the Combination.

Board composition and governance arrangements

BBOX intends to delist UKCM immediately following the Effective Date. Consequently, UKCM will not require listed company governance structures and accordingly, it is intended that each of the UKCM Directors will step down from the Board of UKCM and its subsidiaries (as applicable) upon the Effective Date.

Employees, fixed assets, research and development

As UKCM is an externally-managed UK REIT, UKCM does not have any employees and therefore does not operate any pension schemes, nor does it have any arrangements in place for any employee involvement in its capital.

UKCM has no place of business, fixed assets (other than its property portfolio), research and development function or headquarters.

Investment management arrangements

BBOX Manager, which provides investment management services to BBOX, will provide such services to the Combined Group. Accordingly, on completion of the Combination, the UKCM IMA between UKCM and UKCM Manager will be terminated. The UKCM Manager has agreed to waive the early termination payment of £6.7 million which would be contractually payable by UKCM on completion of the Combination as a result of the UKCM IMA being agreed to be terminated at such time.

As a result of the termination of the UKCM IMA, upon completion of the Combination, certain persons employed by the UKCM Manager (or one of its group companies), who are wholly or mainly assigned to provide services to UKCM (the "Employees"), would, under TUPE, transfer their employment to BBOX Manager. BBOX Manager and UKCM Manager intend to cooperate on the employee consultation process required in relation to the Employees.

The arrangements relating to the termination of the UKCM IMA and certain provisions relating to the Employees are provided for in the UKCM IMA Termination Agreement. The key terms of the UKCM IMA Termination Agreement are described in paragraph ‎11 below.

Investment management fees

With effect from completion of the Combination, the fee payable to BBOX Manager for the provision of investment management services to the Combined Group is set out in the BBOX IMA. Such fee will be payable in cash by the Combined Group each quarter and is calculated based on a percentage of the Combined Group's EPRA NTA disregarding cash or cash equivalents held. The fee is payable quarterly in arrears and BBOX Manager is obliged to apply 25 per cent. of the fee in the subscription or acquisition (as applicable) of shares of BBOX. If the Combined Group buys or sells any assets after the date at which the relevant EPRA NTA is calculated, the EPRA NTA is adjusted pro rata for the net purchase or sale price, less any third-party debt drawn or repaid whilst remaining capped at EPRA NTA.

The relevant advisory fee percentage for the Combined Group (in each instance applied to EPRA NTA disregarding cash and cash equivalents) will be 0.7 per cent. up to and including £2 billion, 0.6 per cent. above £2 billion and up to and including £3 billion, 0.5 per cent. above £3 billion and up to and including £3.5 billion and 0.4 per cent. above £3.5 billion. The basis and calculation of the advisory fee is in line with the existing BBOX fee structure.

Listing and registered office

Following the Effective Date, BBOX will remain listed on the Official List and admitted to trading on the Main Market. The registered office of BBOX will remain in London.

UK REIT status

Both BBOX and UKCM fall within the UK REIT regime and benefit from the tax efficiencies provided by that regime. The Combined Group is expected to fall within the UK REIT regime and the relevant tax measures will continue to apply to the Combined Group.

Trading facilities

It is intended that dealings in, and registration of transfers of, UKCM Shares (other than the registration of the transfer of the Scheme Shares to BBOX pursuant to the Scheme) will be suspended shortly before the Effective Date at a time to be set out in the Scheme Document. It is further intended that applications will be made to the London Stock Exchange to cancel trading in the UKCM Shares on the Main Market, and to the FCA to cancel the listing of the UKCM Shares on the Official List, in each case with effect from or shortly following the Effective Date. Further details about the de-listing and cancellation of trading of the UKCM Shares can be found in paragraphs ‎16 and ‎17 of this Announcement.

No statements in this paragraph ‎10 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

11.        Offer-related Arrangements

Confidentiality Agreements

BBOX and UKCM have entered into a mutual non-disclosure agreement dated 22 November 2023 pursuant to which each of BBOX and UKCM has undertaken, among other things, to keep certain information relating to the Combination and the other party confidential and not to disclose it to third parties (other than to permitted parties) unless required by law or regulation.

BBOX and UKCM have also entered into a supplemental confidentiality agreement dated 29 February 2024 which sets out how any confidential information that is commercially sensitive can be disclosed, used or shared.

UKCM IMA Termination Agreement

BBOX, BBOX Manager, UKCM and UKCM Manager, amongst others, have entered into an agreement dated 21 March 2024 concerning the termination of the UKCM IMA and related matters (the "UKCM IMA Termination Agreement").

Pursuant to the UKCM IMA Termination Agreement, the parties have agreed the following key terms:

·      The UKCM IMA will terminate conditional upon and with effect from the Scheme becoming Effective;

·      No compensation shall be payable to the UKCM Manager under the UKCM IMA in relation to such termination being earlier than the notice period to terminate required under the UKCM IMA; and

·      Following completion of the Combination, the UKCM Manager will provide all books of account, records, registers, correspondence and amounts and any necessary assistance and guidance to UKCM, BBOX (or to the BBOX Manager on its behalf) to facilitate an orderly transition process.

In addition, the UKCM IMA Termination Agreement includes a number of TUPE-related provisions which relate to the Employees, including:

·      Undertakings from the UKCM Manager and the BBOX Manager to comply with their respective duties under TUPE;

·      Obligations of BBOX to reimburse the UKCM Manager and the BBOX Manager respectively in relation to certain employee related payments up to £0.7 million in aggregate; and

·      Cross-indemnities from the UKCM Manager and the BBOX Manager for pre and post-TUPE transfer employment liabilities associated with Employees who would transfer under TUPE to the BBOX Manager.

The parties to the UKCM IMA Termination Agreement have agreed that, if the Panel determines that any provision of the UKCM IMA Termination Agreement that requires the parties to take or not to take action, whether as a direct obligation or as a condition to any other person's obligation (however expressed) prior to the date of completion of the Combination, is not permitted by Rule 21.2 of the Takeover Code, that provision shall have no effect and shall be disregarded.

12.        Irrevocable Undertakings and Letter of Intent

The BBOX Directors have irrevocably undertaken to vote in favour of the resolutions to be proposed at the BBOX General Meeting in respect of their own beneficial holdings totalling 390,170 BBOX Shares, representing in aggregate approximately 0.02 per cent. of BBOX's issued ordinary share capital on 20 March 2024 (being the last Business Day prior to the release of this Announcement). The UKCM Recommending Directors have irrevocably undertaken to vote in favour of the Scheme (or, if implemented by a Takeover Offer, to accept such Takeover Offer) in respect of their own beneficial holdings totalling 427,666 UKCM Shares, representing, in aggregate, approximately 0.03 per cent. of UKCM's issued ordinary share capital on 20 March 2024 (being the last Business Day prior to the release of this Announcement).

In addition to the irrevocable undertakings received from the UKCM Recommending Directors, BBOX has received an irrevocable undertaking from Phoenix Life Limited ("Phoenix") to vote in favour of the Combination if it is implemented by way of the Scheme or, if implemented by way of a Takeover Offer, to accept such Takeover Offer, in respect of 563,773,465 UKCM Shares, representing approximately 43.4 per cent. of UKCM's total issued ordinary share capital on 20 March 2024 (being the last Business Day prior to the release of this Announcement).

BBOX has also received a non-binding letter of intent from Investec Wealth & Investment Limited ("Investec") to vote in favour of the Combination if it is implemented by way of the Scheme or, if implemented by way of a Takeover Offer, to accept such Takeover Offer, in respect of 170,000,000 UKCM Shares representing approximately 13.1 per cent. of UKCM's total issued ordinary share capital on 20 March 2024 (being the last Business Day prior to the release of this Announcement).

In total, therefore, BBOX has received irrevocable undertakings and a letter of intent representing, in aggregate, approximately 56.5 per cent. of the issued ordinary share capital of UKCM on 20 March 2024 (being the last Business Day prior to the release of this Announcement).

Further details of the irrevocable undertakings and letter of intent are set out in Appendix 3 to this Announcement.

13.        Dividends

UKCM Dividends

UKCM Shareholders will be entitled to receive, to the extent the Scheme Record Time occurs after the record date in respect of, any UKCM dividend in respect of each of the successive quarterly periods ending after 31 December 2023, provided in each case that such dividend is payable in accordance with UKCM's existing dividend policy, consistent with past practice in relation to the payment of dividends, including as to time and quantum, and UKCM and BBOX have agreed the record date for such dividend (each such dividend a "UKCM Quarterly Permitted Dividend").

If, on or after the date of this Announcement and on or prior to the Effective Date, UKCM announces, declares, makes or pays: (i) a UKCM Quarterly Permitted Dividend or a UKCM Equalising Dividend (as defined below), and the quantum of such dividend is in excess of the amount which UKCM is entitled to pay to UKCM Shareholders in accordance with this Announcement; or (ii) any other dividend, distribution or form of capital return, BBOX shall be entitled to either:

a)   Adjust the Exchange Ratio by an amount equivalent to all or any part of such excess (in the case of a UKCM Quarterly Permitted Dividend or a UKCM Equalising Dividend (as relevant)) or by the amount of all or part of any such other dividend, distribution or form of capital return, in which case references to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted; or

 

b)   Pay an equalising dividend to BBOX Shareholders so as to reflect the value attributable to all or any part of such excess (in the case of a UKCM Quarterly Permitted Dividend or a UKCM Equalising Dividend (as relevant)) or the amount of all or part of any such other dividend, distribution or form of capital return (a "BBOX Equalising Dividend"), without any consequential change to the Exchange Ratio.

BBOX Dividends

BBOX Shareholders will be entitled to receive a dividend of 2.05 pence per BBOX Share in respect of the quarter ended 31 December 2023, as announced on 1 March 2024, scheduled to be paid on or around 2 April 2024 (the "BBOX Q4 2023 Dividend").

In addition to the BBOX Q4 2023 Dividend, BBOX Shareholders will be entitled to receive, to the extent the Scheme Record Time occurs after the record date in respect of, any BBOX dividend in respect of each of the successive quarterly periods ending after 31 December 2023, provided in each case that such dividend is payable in accordance with BBOX's existing dividend policy, consistent with past practice in relation to the payment of dividends, including as to time and quantum, and BBOX and UKCM have agreed the record date for such dividend (each such dividend a "BBOX Quarterly Permitted Dividend").

If, on or after the date of this Announcement and on or prior to the Effective Date, BBOX announces, declares, makes or pays: (i) the BBOX Q4 2023 Dividend, a BBOX Quarterly Permitted Dividend or a BBOX Equalising Dividend, and the quantum of such dividend is in excess of the amount which BBOX is entitled to pay to BBOX Shareholders in accordance with this Announcement; or (ii) any other dividend, distribution or form of capital return, UKCM shall be entitled to either:

a)   Adjust the Exchange Ratio by an amount equivalent to all or any part of such excess (in the case of the BBOX Q4 2023 Dividend, a BBOX Quarterly Permitted Dividend or a BBOX Equalising Dividend (as relevant)) or by the amount of all or part of any such other dividend, distribution or form of capital return, in which case references to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted; or

 

b)   Pay an equalising dividend to UKCM Shareholders so as to reflect the value attributable to all or any part of such excess (in the case of the BBOX Q4 2023 Dividend, a BBOX Quarterly Permitted Dividend or a BBOX Equalising Dividend (as relevant)) or the amount of all or part of any such other dividend, distribution or form of capital return (a "UKCM Equalising Dividend"), without any consequential change to the Exchange Ratio.

Any exercise of rights referred to in this paragraph ‎13 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Combination.

Combined Group

Following the completion of the Combination, the Combined Group would continue to pursue BBOX's strategy of delivering sustainable income and capital growth, expected to result in attractive performance through the economic cycle that underpins a predictable and progressive dividend. BBOX's dividend policy is for the three quarterly dividends to each represent 25 per cent. of the previous full year dividend. BBOX then uses the fourth quarter dividend to determine any progression and achieve an overall pay-out ratio in excess of 90 per cent. of adjusted earnings (being the metric consistently used by BBOX).

In line with this policy, BBOX expects that for the financial year ending 31 December 2024 and based on the Exchange Ratio, UKCM Shareholders should receive following completion of the Combination, at least the same income from aggregate dividends in respect of the Combined Group as they received in aggregate dividends for UKCM's financial year ended 31 December 2023, being not less than 3.40 pence per UKCM Share, provided that there are sufficient adjusted earnings generated during this period by the Combined Group for dividends to be covered at this level.

The New BBOX Shares will be issued credited as fully paid-up and will rank pari passu in all respects with the BBOX Shares in issue at that time, including the right to receive and retain dividends and other distributions (if any) announced, declared, made or paid by reference to a record date on or after the Effective Date (save, for the avoidance of doubt, any BBOX Quarterly Permitted Dividends and any BBOX Equalising Dividend). Accordingly, based on the expected timetable for the Scheme to become Effective, Scheme Shareholders who retain their New BBOX Shares following completion of the Combination would receive the BBOX first quarterly interim dividend in respect of the Combined Group for the quarterly period January to March 2024, which is expected to be paid in May/June 2024.

14.        Scheme of Arrangement

It is intended that the Combination will be effected by a Court-sanctioned scheme of arrangement of UKCM, between UKCM and the Scheme Shareholders, under Part VIII of the Companies Law of Guernsey, full details of which will be set out in the Scheme Document to be published by UKCM in due course. However, BBOX reserves the right, with the consent of the Panel and UKCM or, in certain circumstances, without the consent of UKCM, to implement the Combination by way of a Takeover Offer. The procedure for the Scheme involves, among other things, an application by UKCM to the Court to sanction the Scheme, in consideration for which Scheme Shareholders who are on the register of members at the Scheme Record Time will receive the New BBOX Shares on the basis of the Exchange Ratio. The purpose of the Scheme is to provide for BBOX to become the holder of the entire issued ordinary share capital of UKCM.

The Combination will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, including the approval of the Scheme by the Scheme Shareholders, the sanction of the Scheme by the Court and the approval of BBOX Shareholders.

To become Effective, the Scheme must be approved by a majority in number representing 75 per cent. or more in value of votes cast by the Scheme Shareholders (or the relevant class thereof, if applicable) who are on the register of members of UKCM at the Scheme Voting Time and who are present and whether in person or by proxy, at the Court Meeting. In addition, a special resolution relating to the Combination must be passed at the UKCM General Meeting, which requires the approval of UKCM Shareholders representing at least 75 per cent. of the votes cast at the UKCM General Meeting (either in person or by proxy). The UKCM General Meeting will be held immediately after the Court Meeting.

The UKCM Meetings are to be held no later than the 22nd day after the expected date of the UKCM Meetings to be set out in the Scheme Document in due course (or such later date, if any, as BBOX may determine with the agreement of UKCM or with the consent of the Panel and (if required) that the Court may allow).

Following the UKCM Meetings, the Scheme must be sanctioned by the Court no later than the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course (or such later date, if any, as BBOX may determine with the agreement of UKCM or with the consent of the Panel and approval of the Court, if such approval is required). If the Court sanctions the Scheme, the Scheme will become Effective upon the Court granting the Scheme Court Order.

The Scheme is expected to become effective in May 2024, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix 1 to this Announcement and the full terms and conditions which will be set out in the Scheme Document.

Upon the Scheme becoming Effective, it will be binding on all UKCM Shareholders, irrespective of whether or not they attended or voted at the UKCM Meetings and share certificates in respect of UKCM Shares will cease to be valid and entitlements to UKCM Shares held within the CREST system will be cancelled.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the UKCM General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. It is expected that the Scheme Document, together with the Forms of Proxy, will be published as soon as practicable and in any event within 28 days of the date of this Announcement (or such later date as may be agreed by BBOX and UKCM with the consent of the Panel).

The Scheme will be governed by Guernsey law and will be subject to the jurisdiction of the Court. The Scheme will be subject to, among other things, the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Companies Law of Guernsey and the FCA.

BBOX has reserved the right to elect, subject to the consent of the Panel, for the Combination to be implemented by way of a Takeover Offer. If the Combination is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional in all respects and sufficient acceptances are received, BBOX intends to: (i) request the London Stock Exchange and the FCA cancel trading in UKCM Shares on the London Stock Exchange's Main Market for listed securities and the listing of the UKCM Shares from the Official List; and (ii) exercise its rights to apply the provisions of section 337 of the Companies Law of Guernsey to acquire compulsorily the remaining UKCM Shares in respect of which the Takeover Offer has not been accepted.

15.        BBOX Shareholder Approval

The Combination constitutes a Class 1 transaction for BBOX for the purposes of the Listing Rules. Accordingly, BBOX will be required to seek the approval of the BBOX Shareholders for the Combination at the BBOX General Meeting. The Combination is conditional on, among other things, the BBOX Resolutions being passed by the requisite majority of BBOX Shareholders at the BBOX General Meeting (but not, for the avoidance of doubt, any other resolutions to be proposed at the BBOX General Meeting which shall not be conditions to the Combination).

Pursuant to the Listing Rules, BBOX is required to produce a circular in connection with the Combination to be sent to BBOX Shareholders containing, amongst other things, (i) the background to and reasons for the Combination and (ii) a notice convening the BBOX General Meeting at which, amongst other things, the BBOX Resolution will be proposed for the approval by BBOX Shareholders. BBOX is also required to prepare a prospectus in connection with the Admission of the New BBOX Shares. It is expected that the circular and prospectus will be a combined circular and prospectus (the "Combined Circular and Prospectus") and published and made available to BBOX Shareholders at or around the same time as the Scheme Document is published and posted to UKCM Shareholders.

16.        Admission of New BBOX Shares

Applications will be made to the FCA and the London Stock Exchange for the New BBOX Shares to be admitted to the Official List and to trading on the London Stock Exchange's Main Market for listed securities respectively. It is expected that Admission will become effective and that dealings for normal settlement in the New BBOX Shares will commence on the London Stock Exchange at 8.00 a.m. on the first Business Day following the Effective Date.

The New BBOX Shares will be issued credited as fully paid-up and will rank pari passu in all respects with the BBOX Shares in issue at that time, including the right to receive and retain dividends and other distributions (if any) announced, declared, made or paid by reference to a record date on or after the Effective Date (save, for the avoidance of doubt, any BBOX Quarterly Permitted Dividends and any BBOX Equalising Dividend), and will be capable of being held in both certificated and uncertificated form.

Fractions of New BBOX Shares will not be allotted or issued pursuant to the Combination and entitlements of Scheme Shareholders will be rounded down to the nearest whole number of New BBOX Shares. All fractional entitlements to New BBOX Shares will be aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed by BBOX in due proportions to Scheme Shareholders who would otherwise have been entitled to such fractions provided that individual entitlements to amounts of less than £5 will not be paid to Scheme Shareholders but will be retained for the benefit of the Combined Group.

17.        Delisting

It is intended that dealings in UKCM Shares should be suspended shortly prior to the Effective Date, at a time to be set out in the Scheme Document. It is further intended that an application will be made to the London Stock Exchange for the cancellation of the trading of the UKCM Shares on the Main Market and the FCA will be requested to cancel the listing of UKCM Shares on the Official List to take effect on or shortly after the Effective Date. The last day of dealings in UKCM Shares on the Main Market is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. on that date.

On the Effective Date, UKCM will become a wholly-owned subsidiary of BBOX and share certificates in respect of the UKCM Shares will cease to be valid and should be destroyed.

In addition, entitlements held within the CREST system to the UKCM Shares will be cancelled.

18.        Disclosure of Interests in UKCM

As at the close of business on 20 March 2024, (being the last Business Day prior to the release of this Announcement), the following interests in relevant securities of UKCM were held by or on behalf of the following persons or entities who are deemed to be acting in concert with BBOX for the purposes of the Combination:

(a)      64,440 UKCM Shares in aggregate are held by or on behalf of Richard Laing (Non-Executive Director of BBOX), his close relatives and related trusts;

(b)      52,488 UKCM Shares in aggregate are held by or on behalf of Phil Redding (a member of the BBOX Manager), his close relatives and related trusts;

(c)      5,377,474 UKCM Shares in aggregate are held by or on behalf of abrdn plc and its affiliates; and

(d)      As at the close of business on 20 March 2024, (being the last Business Day prior to the release of this Announcement), save for the irrevocable undertakings referred to in paragraph ‎12 above and as set out above in this paragraph ‎‎18, neither BBOX, nor any of the BBOX Directors, nor, so far as BBOX is aware, any person acting in concert (within the meaning of the Takeover Code) with BBOX has:

(i)       any interest in or right to subscribe for any relevant securities of UKCM;

(ii)      any short positions in respect of relevant UKCM Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery;

(iii)      borrowed or lent any relevant UKCM Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 3 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or sold; or

(iv)     any dealing arrangement of the kind referred to in Note 11(a) on the definition of acting in concert in the Takeover Code in relation to UKCM Shares or in relation to securities convertible or exchangeable into UKCM Shares.

For these purposes:

"interests in securities" arise, in summary, when a person has a long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities; and

"relevant securities of UKCM" are UKCM Shares or securities convertible or exchangeable into UKCM Shares.

19.        Consents

Each of Jefferies, Akur, J.P. Morgan Cazenove, Rothschild & Co and Deutsche Numis has given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their name (and, in the case of Jefferies, its report) in the form and context in which they appear.

Each of Jefferies and BDO has given and not withdrawn its consent to the inclusion in this Announcement of its report on the Quantified Financial Benefits Statement in the form and context in which it is included.

Each of CBRE and Colliers has given and not withdrawn its consent to the publication of its property valuation report(s) in this Announcement with the inclusion herein to the references to its name and, where applicable, report in the form and context in which it is included.

20.        Documents Available for Inspection

Copies of the following documents will, by no later than 12 noon on 22 March 2024, be published on BBOX's website at https://www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/ and on UKCM's website at https://www.ukcpreit.com/en-gb/merger/access:

(a)      this Announcement;

(b)      the irrevocable undertakings and letters of intent listed in Appendix 3 to this Announcement;

(c)      the Confidentiality Agreement;

(d)      the Supplemental Confidentiality Agreement;

(e)      the UKCM IMA Termination Agreement;

(f)       the consent letters from each of Jefferies, Akur, J.P. Morgan Cazenove, Rothschild & Co, Deutsche Numis, BDO, CBRE and Colliers referred to in paragraph ‎19 above;

(g)      the BDO and Jefferies reports in respect of the Quantified Financial Benefits Statement set out in Parts B and C of Appendix 4 of this Announcement;

(h)      the property valuation reports from each of CBRE and Colliers as set out in Appendix 5 of this Announcement; and

(i)       the no material difference letters from each of CBRE and Colliers.

21.        General

The bases and sources for certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. A summary of the irrevocable undertakings and the letter of intent given in relation to the Combination is set out in Appendix 3 to this Announcement. The details of and bases of calculation of the anticipated quantified financial benefits of the Combination together with the various reports pursuant to Rule 28 of the Takeover Code are set out in Appendix 4 to this Announcement. Property valuation reports for UKCM and BBOX are set out in Appendix 5 to this Announcement pursuant to Rule 29 of the Takeover Code. Certain terms used in this Announcement are defined in Appendix 6 to this Announcement.

In the event that either UKCM's or BBOX's property portfolio was to be sold at the valuations contained in the property valuation reports set out in Appendix 5 to this Announcement, any gains realised on such disposals may be subject to taxation in the UK or, in respect of the assets located in the UK and/or (in the case of UKCM) Guernsey. Generally, disposals by a UK REIT of assets located in the UK held for the purpose of a property rental business should be exempt from UK corporation tax; however, there are specific rules which can result in assets held as part of the property rental business being subject to tax on disposal (for example when a property is materially developed and sold within three years of completion of that development).

For the purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of BBOX and the BBOX Directors. Part A of Appendix 4 to this Announcement sets out the Quantified Financial Benefits Statement relating to cost savings and synergies arising out of the Combination and provides underlying information and bases of belief. Parts B and C of Appendix 4 include reports from BBOX's reporting accountant, BDO, and its lead financial adviser, Jefferies, in connection with the anticipated Quantified Financial Benefits Statement, as required pursuant to Rule 28.1(a) of the Takeover Code, and provides underlying information and bases for the reporting accountant's and lead financial adviser's respective reports. Each of BDO and Jefferies has given and not withdrawn its consent to the inclusion of its report in this Announcement in the form and context in which it is included.

For the purposes of Rule 29.5 of the Takeover Code, the UKCM Board confirms that CBRE has confirmed to it that an updated valuation of UKCM's property portfolio as at the date of this Announcement would not be materially different from the valuation given by CBRE as at 31 December 2023 and contained in the CBRE property valuation report set out in Part A of Appendix 5 to this Announcement.

For the purposes of Rule 29.5 of the Takeover Code, the BBOX Board confirms that CBRE has confirmed to it that an updated valuation as at the date of this Announcement, of that part of BBOX's property portfolio valued by CBRE would not be materially different from the valuation given by CBRE as at 31 December 2023 and contained in the CBRE property valuation report set out in Part B of Appendix 5 to this Announcement.

For the purposes of Rule 29.5 of the Takeover Code, the BBOX Board confirms that Colliers has confirmed to it that an updated valuation as at the date of this Announcement, of that part of BBOX's property portfolio valued by Colliers would not be materially different from the valuation given by Colliers as at 31 December 2023 and contained in the Colliers property valuation report set out in Part C of Appendix 5 to this Announcement.

BBOX reserves the right, with the consent of the Panel and UKCM or, in certain circumstances, without the consent of UKCM, to implement the Combination by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of UKCM not already held by BBOX as an alternative to the Scheme. In such an event a Takeover Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in Part C of Appendix 1 to this Announcement.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute or form part of an offer, invitation or the solicitation of an offer or invitation to purchase, or 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 Combination or otherwise nor shall there be any purchase, sale, issuance, exchange or transfer of securities of BBOX or UKCM or such solicitation pursuant to the Combination in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance, exchange or transfer is unlawful. The Combination will be implemented solely pursuant to the terms of the Scheme Document (or, in the event that the Combination is to be implemented by means of a Takeover Offer, the Offer Document), which together with the Forms of Proxy (or form of acceptance, if applicable), will contain the full terms and conditions of the Combination, including details of how to vote in respect of the Combination. Any decision in respect of, or other response to, the Combination should be made on the basis of the information contained in the Scheme Document and the Combined Circular and Prospectus.

BBOX will prepare the Combined Circular and Prospectus to be distributed to BBOX Shareholders, containing information on the New BBOX Shares and the Combined Group. UKCM and BBOX urge UKCM Shareholders to read the Scheme Document and the Combined Circular and Prospectus carefully when they become available because they will contain important information in relation to the Combination, the New BBOX Shares and the Combined Group. Any vote in respect of resolutions to be proposed at the UKCM Meetings or the BBOX General Meeting to approve the Combination, the Scheme or related matters, should be made only on the basis of the information contained in the Scheme Document and the Combined Circular and Prospectus (in the case of UKCM Shareholders) and the Combined Circular and Prospectus (in the case of BBOX Shareholders).This Announcement does not constitute a prospectus or prospectus equivalent document or an exempted document.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Neither the GFSC nor the States of Guernsey take any responsibility for the financial soundness of UKCM or for the correctness of any of the statements made or opinions expressed with regard to it.

 

Information Relating to UKCM Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by UKCM Shareholders, persons with information rights and other relevant persons for the receipt of communications from UKCM may be provided to BBOX during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code.

Overseas Jurisdictions

The release, publication or distribution of this Announcement in, into or from jurisdictions other than the United Kingdom or Guernsey may be restricted by law and/or regulation and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Guernsey should inform themselves about and observe any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey to vote their UKCM Shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another person to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law the companies and persons involved in the Combination disclaim any responsibility or liability for the violation of such restrictions by any person. This Announcement has been prepared for the purpose of complying with English law, Guernsey law and the Takeover Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom or Guernsey.

Unless otherwise determined by BBOX or required by the Takeover Code, and permitted by applicable law and regulation, the New BBOX Shares to be issued pursuant to the Combination to UKCM Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Combination by any such use, means, instrumentality or form 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 this Announcement and any formal documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction, and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send such documents in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Combination. If the Combination 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 the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

The availability of New BBOX Shares pursuant to the Combination to UKCM Shareholders who are not resident in the United Kingdom or Guernsey, or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or Guernsey should inform themselves of, and observe, any applicable legal or regulatory requirements. UKCM Shareholders who are in doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to UKCM Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Additional Information for US Investors

The Combination relates to the shares of a Guernsey company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under Guernsey company law. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Combination is subject to the procedural and disclosure requirements, rules and practices applicable in the United Kingdom or Guernsey involving a target company incorporated in Guernsey and listed on the London Stock Exchange, which differ from the requirements of US proxy solicitation or tender offer rules. Financial information included in this Announcement and the Scheme Document has been or will be prepared in accordance with UK IFRS or EU IFRS 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. Generally accepted accounting principles in the United States differ in certain significant respects from UK IFRS and EU IFRS.

If in the future BBOX elects, with the consent of the Panel, to implement the Combination by means of a Takeover Offer and determines to extend such Takeover Offer into the United States, such Takeover Offer will be made in compliance with all applicable laws and regulations, including, without limitation, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and subject, in the case of participation by UKCM Shareholders resident in the United States, to the availability of an exemption (if any) from the registration requirements of the US Securities Act and of the securities laws of any state or other jurisdiction of the United States. Such Takeover Offer would be made by BBOX and no one else. In addition to any such Takeover Offer, BBOX, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in UKCM outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom and Guernsey, will be reported to a Regulatory Information Service of the FCA and will be available on the London Stock Exchange website: www.londonstockexchange.com.

The New BBOX Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New BBOX Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or an exemption therefrom and in compliance with the securities laws of any state or other jurisdiction of the United States. The New BBOX Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof.

None of the securities referred to in this Announcement have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the fairness or merits of such securities or the Combination or upon the adequacy or accuracy of the information contained in this Announcement. Any representation to the contrary is a criminal offence in the United States.

It may be difficult for US holders of UKCM Shares to enforce their rights and claims arising out of the US federal securities laws, since BBOX and UKCM 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 UKCM 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 UKCM 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.

The receipt of New BBOX Shares pursuant to the Combination by a US UKCM Shareholder may be a taxable transaction for US federal income tax purposes, and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each UKCM Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Combination.

Important Notices Relating to Financial Advisers

Jefferies International Limited ("Jefferies") and Akur Limited ("Akur") which are each authorised and regulated by the FCA in the United Kingdom, are acting exclusively for BBOX and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than BBOX for providing the protections afforded to clients of Jefferies or Akur nor for providing advice in relation to any matter referred to in this Announcement. Neither Jefferies nor Akur nor any of their 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 Jefferies or Akur in connection with this Announcement, any statement contained herein or otherwise.

J.P. Morgan Securities PLC, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA, is acting as financial adviser exclusively for BBOX and no one else in connection with the Combination and will not regard any other person as its client in relation to the Combination and will not be responsible to anyone other than BBOX for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Combination or any other matter or arrangement referred to in this Announcement.

 

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to UKCM and for no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than UKCM for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter of this referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever(whether director or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild & Co in connection with this Announcement, any statement contained herein, the Combination or otherwise.

Numis Securities Limited (trading for these purposes as Deutsche Numis) ("Deutsche Numis"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for UKCM and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than UKCM for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement. Neither Deutsche Numis nor any of its affiliates 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 Deutsche Numis in connection with this Announcement, any statement or other matter or arrangement referred to herein or otherwise.

 

Cautionary Note Regarding Forward Looking Statements

This Announcement (including information incorporated by reference into this Announcement), oral statements regarding the Combination and other information published by BBOX and UKCM contain certain forward looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of BBOX and UKCM and their respective groups and certain plans and objectives with respect to the Combined Group. These forward looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of BBOX and UKCM about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward looking statements. The forward looking statements contained in this Announcement include statements relating to the expected effects of the Combination on BBOX and UKCM, the expected timing and scope of the Combination and other statements other than historical facts. Forward looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by BBOX and/or UKCM in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that are expected to occur in the future and the factors described in the context of such forward looking statements in this Announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward looking statements. Although it is believed that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and readers are therefore cautioned not to place undue reliance on these forward looking statements.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are changes in global, political, economic, business and/or competitive conditions, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Each forward looking statement speaks only as at the date of this Announcement. Neither BBOX nor UKCM, nor their respective groups assumes any obligation to update or correct the information contained in this Announcement (whether as a result of new information, future events or otherwise), except as required by applicable law or by the rules of any competent regulatory authority.

No Profit Forecasts or Estimates

No statement in this Announcement (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share or dividend per share for BBOX, UKCM or the Combined Group, as appropriate, for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for BBOX, UKCM or the Combined Group as appropriate.

Quantified Financial Benefits Statement

The statements in the Quantified Financial Benefits Statement relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. The synergies and cost savings referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. For the purposes of Rule 28 of the Takeover Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of BBOX and the BBOX Directors.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Takeover Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Takeover Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Takeover Code) following the date of the relevant dealing. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on BBOX's website at https://www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/ and on UKCM's website at https://www.ukcpreit.com/en-gb/merger/access by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, the contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

In accordance with Rule 30.3 of the Takeover Code, UKCM Shareholders and persons with information rights may request a hard copy of this Announcement by contacting UKCM's registrars, Computershare Investor Services (Guernsey) Limited, c/o 13 Castle Street, St Helier, Jersey JE1 1ES or by calling Computershare Investor Services (Guernsey) Limited on +0370 707 4040. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that Computershare Investor Services (Guernsey) Limited cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Combination should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

 

appendix 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE COMBINATION

Part A:       Conditions of the Combination

1.          Long Stop Date

The Combination will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long Stop Date.

2.          Scheme approval

The Scheme will be conditional upon:

(a)     

(i)       its approval by a majority in number representing 75 per cent. or more in value of votes cast by the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of UKCM at the Scheme Voting Record Time and who are present and vote, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or, in each case, at any adjournment or postponement of any such meeting; and

(ii)      the Court Meeting and any separate class meeting which may be required by the Court, or any adjournment or postponement of any such meeting, being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as BBOX may determine with the agreement of UKCM or with the consent of the Panel and (if required) that the Court may allow);

(b)     

(i)       all resolutions in connection with, or necessary to approve and implement the Scheme, as set out in the notice of the UKCM General Meeting, being duly passed by the requisite majority or majorities of UKCM Shareholders at the UKCM General Meeting or at any adjournment or postponement of that meeting; and

(ii)      the UKCM General Meeting (or any adjournment or postponement of that meeting) being held on or before the 22nd day after the expected date of the UKCM General Meeting to be set out in the Scheme Document (or such later date, if any, as BBOX may determine with the agreement of UKCM or with the consent of the Panel and (if required) that the Court may allow); and

(c)     

(i)       the sanction of the Scheme by the Court with or without modification (but subject to any such modification being on terms acceptable to BBOX and UKCM); and

(ii)      the Scheme Court Hearing being held on or before the 22nd day after the expected date of the Scheme Court Hearing to be set out either (X) in the Scheme Document (or such later date, if any, as BBOX may determine with the agreement of UKCM or with the consent of the Panel and (if required) that the Court may allow); or (Y) in the event that such expected date remains unknown at the time of publication of the Scheme Document and the Scheme Document identifies any date as indicative only, in any update announcement issued through a Regulatory Information Service pursuant to paragraph 6(a) of Appendix 7 of the Takeover Code (or such later date (if any) as may be agreed by BBOX and UKCM, with the consent of the Panel and (if required) that the Court may allow).

3.          General conditions

In addition, subject to: (i) the terms of Part B of this Appendix 1; and (ii) the requirements of the Panel, BBOX and UKCM have agreed that the Combination will be conditional on the following Conditions having been satisfied or, where applicable, waived and accordingly the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been so satisfied or, where relevant, waived prior to the Scheme being sanctioned by the Court:

(a)      BBOX Shareholder approval

The passing at the BBOX General Meeting (or at any adjournment or postponement thereof) by the requisite majority or majorities of BBOX Shareholders of such resolution or resolutions as are necessary to approve, implement and effect the Combination and the acquisition of any UKCM Shares including a resolution or resolutions to authorise the allotment of New BBOX Shares pursuant to the Combination and to approve the Combination in accordance with Class 1 requirements under Listing Rule 10.5.1R(2) (as such resolutions shall be set out in the notice of the BBOX General Meeting to be included in the Combined Circular and Prospectus);

(b)      Admission to listing

The FCA having acknowledged to BBOX or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New BBOX Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("Listing Conditions")) that admission will become effective as soon as a dealing notice has been issued by the FCA and any Listing Conditions having been satisfied;

(c)      Admission to trading

The London Stock Exchange having acknowledged to BBOX or its agent (and such acknowledgement not having been withdrawn) that the New BBOX Shares will be admitted to trading on the Main Market;

(d)      Third Party clearances

 

Other consents or clearances

(i)       No government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any relevant jurisdiction (each a "Third Party") having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision, order or change to published practice or having taken any other steps (and, in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order, which in each case would or might reasonably be expected to:

(A)      require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider BBOX Group or by any member of the Wider UKCM Group of all or any part of their respective businesses, assets or property, or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own, control or manage any of their respective assets or properties or any part thereof which, in any such case, is material in the context of the Wider BBOX Group or the Wider UKCM Group, in either case taken as a whole or in the context of the Combination;

(B)      require, prevent or materially delay the divestiture by any member of the Wider BBOX Group of any shares or other securities in any member of the Wider UKCM Group;

(C)      impose any material limitation on, or result in a material delay in, the ability of any member of the Wider BBOX Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider UKCM Group or the Wider BBOX Group or on the ability of any member of the Wider UKCM Group or any member of the Wider BBOX Group, directly or indirectly, to hold or to exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in, or to exercise voting or management control over, any such member;

(D)      otherwise adversely affect the business, assets, profits or prospects of any member of the Wider BBOX Group or of any member of the Wider UKCM Group to an extent which is material in the context of the Wider BBOX Group or the Wider UKCM Group, in either case taken as a whole or in the context of the Combination;

(E)      make the Combination or its implementation or the acquisition or proposed acquisition by BBOX or any member of the Wider BBOX Group of any shares or other securities in, or control of, UKCM void, illegal, and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, materially delay or otherwise interfere with the implementation of the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere with the Combination, or require material amendment to the terms of the Combination to an extent which is or could be material in the context of the Combined Group taken as a whole or in the context of the Combination;

(F)      save as envisaged in the implementation of the Combination or by Part XVIII of the Companies Law of Guernsey, require any member of the Wider BBOX Group or the Wider UKCM Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in, or any interest in any of the assets owned by, any member of the Wider UKCM Group or any member of the Wider BBOX Group owned by any third party, or to sell, or to offer to sell, any shares or other securities (or their equivalent) in, or any interest in any of the assets owned by, any member of the Wider UKCM Group or the Wider BBOX Group;

(G)      impose any limitation on the ability of any member of the Wider UKCM Group or the Wider BBOX Group to integrate or co-ordinate its business, or any part of it, with the businesses of any other member of the Wider UKCM Group or the Wider BBOX Group which is adverse to and material in the context of the Wider UKCM Group or the Wider BBOX Group, in each case taken as a whole, or in the context of the Combination; or

(H)      result in any member of the Wider UKCM Group or the Wider BBOX Group ceasing to be able to carry on business under any name under which it presently carries on business,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any relevant jurisdiction in respect of the Combination or the acquisition or proposed acquisition of any UKCM Shares having expired, lapsed or been terminated;

(ii)      All necessary notifications, filings or applications which are deemed necessary by BBOX or any member of the Wider BBOX Group having been made, all necessary waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with, in each case in connection with the Combination or the acquisition by any member of the Wider BBOX Group of any shares or other securities (or the equivalent) in, or control of, any member of the Wider UKCM Group; and

(iii)      All authorisations, orders, recognitions, grants, determinations, exemptions, consents, licences, confirmations, clearances, permissions and approvals deemed necessary by BBOX in any relevant jurisdiction or any member of the Wider BBOX Group for or in respect of the Combination including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities (or the equivalent) in, or control of, UKCM by any member of the Wider BBOX Group having been obtained in terms and in a form reasonably satisfactory to BBOX from all appropriate Third Parties or persons with whom any member of the Wider UKCM Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, determinations, exemptions, consents, licences, confirmations, clearances, permissions and approvals deemed necessary by BBOX to carry on the business of any member of the Wider UKCM Group which, in each case is material in the context of the Wider BBOX Group or the Wider UKCM Group as a whole or for or in respect of the Combination including, without limitation, its implementation or financing, remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Combination becomes otherwise unconditional;

(e)      Certain matters arising as a result of any arrangement, agreement etc.

Save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider UKCM Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, or any circumstance which in consequence of the Combination or the proposed acquisition of any shares or other securities (or equivalent) in UKCM or because of a change in the control or management of UKCM or otherwise, would or might reasonably be expected to result in (in each case to an extent which is material and adverse in the context of the Wider UKCM Group as a whole, or in the context of the Combination):

(i)       any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or grant available to any member of the Wider UKCM Group, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited, or being capable of becoming or being withdrawn or inhibited;

(ii)      any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any member of the Wider UKCM Group thereunder being terminated or adversely modified or affected or any adverse obligation or liability arising or any action being taken or arising thereunder;

(iii)      any assets or interests of any member of the Wider UKCM Group being or falling to be disposed of or charged or ceasing to be available to any such member of the Wider UKCM Group or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider UKCM Group otherwise than in the ordinary course of business;

(iv)     the creation (other than in the ordinary course of business) or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any member of the Wider UKCM Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

(v)      the rights, liabilities, obligations or interests of any member of the Wider UKCM Group in, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or adversely affected (other than as directed, requested and/or required by BBOX or any other member of the Wider BBOX Group);

(vi)     the value of any member of the Wider UKCM Group or its financial or trading position, prospects or profits being prejudiced or adversely affected;

(vii)     any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii)    the creation or acceleration of any liability, actual or contingent, by any member of the Wider UKCM Group (including any material tax liability or any obligation to obtain or acquire any material authorisation, order, grant, recognition, determination, confirmation, consent, licence, clearance, permission, exemption, approval, notice, waiver, concession, agreement or exemption from any Third Party or any person) other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Combination,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider UKCM Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition;

(f)       Certain events occurring since 31 December 2023

Save as Disclosed, no member of the Wider UKCM Group having, since 31 December 2023:

(i)       save as between UKCM and wholly-owned subsidiaries and subsidiary undertakings of UKCM or between such wholly-owned subsidiaries and subsidiary undertakings of UKCM, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class (or the equivalent) or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities (or the equivalent);

(ii)      save as between UKCM and wholly-owned subsidiaries and subsidiary undertakings of UKCM or between such wholly-owned subsidiaries and subsidiary undertakings of UKCM and save for the UKCM Permitted Dividends, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus issue, dividend or other distribution whether payable in cash or otherwise;

(iii)      save for intra-UKCM Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider UKCM Group taken as a whole or in the context of the Combination;

(iv)     save for intra-UKCM Group transactions, made, authorised, proposed or announced an intention to make, propose or authorise any change in its loan capital in each case, to the extent which is material in the context of the Wider UKCM Group taken as a whole or in the context of the Combination;

(v)      issued, authorised, proposed or announced its intention to issue, or made any change in or to, any debentures or (save for intra-UKCM Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any guarantee or actual or contingent liability;

(vi)     purchased, redeemed, repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities (or the equivalent) or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider UKCM Group taken as a whole or in the context of the Combination;

(vii)     save for intra-UKCM Group transactions and other than pursuant to the Combination, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement other than in the ordinary course of business;

(viii)    entered into, or materially varied the terms of, or made an offer (which remains open for acceptance) to materially vary the terms of any contract, service agreement, letter of appointment or arrangement with any director or senior personnel of any member of the Wider UKCM Group;

(ix)     entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could reasonably be expected to be restrictive on the businesses of any member of the Wider UKCM Group or the Wider BBOX Group or which involves or could involve an obligation of such a nature or magnitude other than in the ordinary course of business and which is material or would be reasonably likely to be material in the context of the Wider UKCM Group taken as a whole or in the context of the Combination;

(x)      (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness its winding up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, manager, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed in each case, to the extent which is material in the context of the Wider UKCM Group taken as a whole or in the context of the Combination;

(xi)     been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xii)     waived or compromised any claim otherwise than in the ordinary course of business and in any case which is material or would be reasonably likely to be material in the context of the Wider UKCM Group taken as a whole or in the context of the Combination;

(xiii)    entered into any contract, commitment, arrangement or agreement other than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

(xiv)    undertaken:

(A)      a conversion under Part V of the Companies Law of Guernsey;

(B)      an amalgamation under Part VI of the Companies Law of Guernsey;

(C)      a migration under Part VII of the Companies Law of Guernsey; or

(D)      an arrangement or reconstruction (other than the Scheme) under Part VIII of the Companies Law of Guernsey;

(xv)    having made any material alteration to its articles of incorporation or other incorporation documents (in each case, other than as required in connection with the Combination or the Scheme);

(xvi)    put in place any pension schemes for any director of any member of the Wider UKCM Group or their dependants;

(xvii)   proposed or agreed to provide any share option incentive scheme or other benefit relating to the employment or termination of employment of any director of any member of the Wider UKCM Group;

(xviii)  entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities; or

(xix)    except with the consent of BBOX, having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of UKCM Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

(g)      No adverse change, litigation or regulatory enquiry

Save as Disclosed, since 31 December 2023:

(i)       no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider UKCM Group or the Wider BBOX Group which, in any such case, is material in the context of the Wider UKCM Group or the Wider BBOX Group taken as a whole or in the context of the Combination and no circumstances have arisen which would or might reasonably be expected to result in any such adverse change;

(ii)      no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider UKCM Group or the Wider BBOX Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no enquiry, review or investigation by, or complaint or reference to, any Third Party or other investigative body against or in respect of any member of the Wider UKCM Group or the Wider BBOX Group having been instituted, announced, implemented or threatened by or against or remaining outstanding in respect of any member of the Wider UKCM Group or the Wider BBOX Group which in any such case, has had or might reasonably be expected to have an adverse effect to an extent which is material in the context of the Wider UKCM Group or the Wider BBOX Group taken as a whole or in the context of the Combination;

(iii)      no member of the Wider UKCM Group nor any member of the Wider BBOX Group having conducted its business in breach of any applicable laws and regulations and which is material in the context of the Wider UKCM Group or the Wider BBOX Group taken as a whole or in the context of the Combination; and

(iv)     no contingent or other liability having arisen or become apparent to BBOX or UKCM (other than in the ordinary course of business) which will or might be reasonably likely to adversely affect the business, assets, financial or trading position or profits or prospects or operational performance of any member of the Wider UKCM Group or the Wider BBOX Group to an extent which is material in the context of the Wider UKCM Group or the Wider BBOX Group taken as a whole or in the context of the Combination;

(h)      No withdrawal, cancellation, termination or modification of licence

No steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider UKCM Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would be reasonably expected to have, an adverse effect which is material in the context of the Wider UKCM Group taken as a whole or in the context of the Combination;

(i)       No discovery of certain matters regarding information, liabilities and environmental issues

(i)       Save as Disclosed, BBOX not having discovered:

(A)      that any financial, business or other information concerning the Wider UKCM Group publicly disclosed at any time by or on behalf of any member of the Wider UKCM Group before or on the date of this Announcement is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading, in each case, to the extent which is material in the context of the Wider UKCM Group taken as a whole or in the context of the Combination;

(B)      that any member of the Wider UKCM Group is subject to any liability (contingent or otherwise), in each case, to the extent which is material in the context of the Wider UKCM Group taken as a whole or in the context of the Combination; or

(C)      any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider UKCM Group and which is material in the context of the Wider UKCM Group taken as a whole or in the context of the Combination;

(ii)      Save as Disclosed, BBOX not having discovered:

(A)      that any past or present member of the Wider UKCM Group has failed to comply with any and/or all applicable legislation or regulation of any jurisdiction with regard to the use, treatment, handling, storage, carriage, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a non‑compliance by any person with any such legislation or regulations and wherever the same may have taken place) which non-compliance or use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission, in any case, would be reasonably likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider UKCM Group and which is material in the context of the Wider UKCM Group taken as a whole or in the context of the Combination; or

(B)      that there is, or is reasonably likely to be, for any reason whatsoever, any liability, whether actual or contingent, of any past or present member of the Wider UKCM Group to make good, remediate, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider UKCM Group or (or on its behalf) or by any person for which a member of the Wider UKCM Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or Third Party or otherwise which is in each case material in the context of the Wider UKCM Group taken as a whole or in the context of the Combination;

(j)       Anti-corruption, sanctions and criminal property

Except as Disclosed, BBOX not having discovered that:

(i)       any past or present member, director, officer or employee of the Wider UKCM Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 or any other anti-corruption or anti-bribery law, rule or regulation applicable to the Wider UKCM Group or any other law, rule, or regulation concerning improper payments or kickbacks applicable to the Wider UKCM Group; or (b) any person that performs or has performed services for or on behalf of the Wider UKCM Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, the Prevention of Corruption (Bailiwick of Guernsey) Law, 2003 or any other anti-corruption legislation or anti-bribery law, rule or regulation or any other law, rule, or regulation concerning improper payments or kickbacks that is, in each case, applicable to the Wider UKCM Group; or

(ii)      any asset of any member of the Wider UKCM Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the UKCM Group is found to have engaged in activities constituting money laundering under any applicable law, rule, or regulation concerning money laundering; or

(iii)      any past or present member, director, officer or employee of the UKCM Group , or any other person for whom any such person may be liable or responsible; or

(iv)    is or has engaged in any conduct which would violate applicable economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US, UK or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states, save that this shall not apply if and to the extent that it is or would be unenforceable by breach of any applicable Blocking Law; or

(v)      any past or present member, director, officer or employee of the Wider UKCM Group or any other person for whom any such person may be liable or responsible:

(A)      has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;

(B)      has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;

(C)      has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour; or

(D)      is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organisation or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or

(vi)     any member of the Wider UKCM Group has engaged in any transaction which would cause BBOX to be in breach of any applicable law or regulation upon its acquisition of UKCM, including the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the United Kingdom, the European Union or any of its member states.

Part B: Waiver and Invocation of the Conditions

1.          To the extent permitted by law and subject to the requirements of the Panel in accordance with the Takeover Code:

(a)      BBOX reserves the right, in its sole discretion, to waive:

(i)       any of the deadlines set out in paragraph ‎2 of Part A for the timing of the Court Meeting, UKCM General Meeting and the Scheme Court Hearing. If any such deadline is not met, BBOX shall make an announcement by 8.00 a.m. (London time) on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with UKCM to extend the deadline in relation to the relevant Condition; and

(ii)      in whole or in part, all or any of the Conditions set out in Part A, except for Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i)and 3(a) to (c) (inclusive) which cannot be waived, and in respect of Condition 3 (g), so far as it relates to the Wider UKCM Group, or any part thereof; and

(b)      UKCM reserves the right, in its sole discretion, to waive, in whole or in part, Condition 3 (g), so far as it relates to the Wider BBOX Group, or any part thereof.

2.          Conditions 2(a), 2(b) and 3 (a) to (c) (inclusive) must be fulfilled by, and Conditions 3 (d) to (j) (inclusive) must be fulfilled or waived by, no later than 11.59 p.m. (London time) on the date immediately preceding the date of the Scheme Court Hearing (or such later date as BBOX, UKCM, the Panel and, if required, the Court may allow), failing which the Scheme will lapse. Neither BBOX nor UKCM shall be under any obligation to waive (if capable of waiver), to determine to be or remain satisfied or fulfilled, or treat as satisfied or fulfilled any of the Conditions capable of waiver by a date earlier than the latest date specified for the fulfilment or waiver thereof, notwithstanding that the other Conditions of the Combination may, at such earlier date, have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any of such Conditions may not be capable of satisfaction or fulfilment.

3.          Under Rule 13.5(a) of the Takeover Code, BBOX may only invoke a Condition so as to cause the Combination not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Combination are of material significance to BBOX in the context of the Combination. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise. Any Condition that is subject to Rule 13.5(a) of the Takeover Code may be waived by BBOX.

4.          Conditions 1, 2 and 3(a) to (c) (inclusive) and, if applicable, any acceptance condition if the Combination is implemented by means of a Takeover Offer, are not subject to Rule 13.5(a) of the Takeover Code.

5.          Under Rule 13.6 of the Takeover Code, UKCM may only invoke a Condition so as to cause the Combination not to proceed, to lapse or to be withdrawn if the circumstances which give rise to the right to invoke the Condition are of material significance to UKCM Shareholders in the context of the Combination.

6.          The Combination will lapse if the Scheme does not become Effective by no later than 11.59 p.m. (London time) on the Long Stop Date.

Part C: Implementation by way of Takeover Offer

1.          If BBOX is required by the Panel to make a Takeover Offer for UKCM Shares under the provisions of Rule 9 of the Takeover Code, BBOX may make such alterations to any of the above Conditions and terms of the Combination as are necessary to comply with the provisions of that Rule.

2.          BBOX reserves the right to elect (with the consent of the Panel), to implement the Combination by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms and conditions (subject to appropriate amendments, to reflect the change in method of effecting the Combination, including (without limitation) an acceptance condition set at 90 per cent. of the issued share capital of UKCM (or such lower percentage (being more than 50 per cent.) of the issued share capital of UKCM as BBOX may, subject to the rules of the Takeover Code and with the consent of the Panel, decide) as those which would apply to the Scheme. Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient UKCM Shares are otherwise acquired, it is the intention of BBOX to apply the provisions of Part XVIII of the Companies Law of Guernsey to compulsorily acquire any outstanding UKCM Shares to which such Takeover Offer relates.

Part D: Certain further terms of the Combination

1.          The Combination and Scheme will be governed by the laws of Guernsey and be subject to the jurisdiction of the Court and to the conditions and further terms set out in this Appendix 1 and the full terms and conditions to be set out in the Scheme Document to be published in due course. The Combination will be subject to the applicable requirements of the Companies Law of Guernsey, the Court, the GFSC, the Takeover Code, the Panel, the London Stock Exchange and the FCA.

2.          Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

3.          Fractions of New BBOX Shares will not be allotted or issued pursuant to the Combination and entitlements of Scheme Shareholders to New BBOX Shares will be rounded down to the nearest whole number of New BBOX Shares. All fractional entitlements to New BBOX Shares will be aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed by BBOX in due proportions to Scheme Shareholders who would otherwise have been entitled to such fractions provided that individual entitlements to amounts of less than £5 will not be paid to Scheme Shareholders but will be retained for the benefit of the Combined Group.

4.          The Combination is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means or instrumentality (including, but not limited to, facsimile e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws of that jurisdiction.

5.          The availability of the Combination to UKCM Shareholders not resident in the United Kingdom or Guernsey may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or Guernsey should inform themselves about and observe any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document in due course. The New BBOX Shares to be issued pursuant to the Combination have not been and will not be registered under the US Securities Act or under any laws or with any securities regulatory authority of any State or other jurisdiction of the United States or under any of the relevant securities laws of any other Restricted Jurisdiction. Accordingly, the New BBOX Shares may not be offered, sold or delivered, directly or indirectly, in or into the United States or any other Restricted Jurisdiction, except pursuant to exemptions from applicable securities law requirements of any such jurisdiction, including, without limitation, the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.

6.          The New BBOX Shares will be issued credited as fully paid-up and will rank pari passu in all respects with the BBOX Shares in issue at that time, including the right to receive and retain dividends and other distributions (if any) announced, declared, made or paid by reference to a record date on or after the Effective Date (save, for the avoidance of doubt, any BBOX Quarterly Permitted Dividends and any BBOX Equalising Dividend). Applications will be made to the FCA for the New BBOX Shares to be admitted to the Official List with a premium listing and to the London Stock Exchange for the New BBOX Shares to be admitted to trading on the Main Market.

7.          The UKCM Shares which will be acquired under the Combination will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made or paid on or after the date of this Announcement, save for the UKCM Permitted Dividends.

8.          If, on or after the date of this Announcement and on or prior to the Effective Date, UKCM announces, declares, makes or pays: (i) a UKCM Permitted Dividend, and the quantum of such dividend is in excess of the amount which UKCM is entitled to pay to UKCM Shareholders in accordance with this Announcement; or (ii) any other dividend, distribution or form of capital return, BBOX shall be entitled to either: (a) adjust the Exchange Ratio by an amount equivalent to all or any part of such excess (in the case of a UKCM Permitted Dividend) or by the amount of all or part of any such other dividend, distribution or form of capital return; or (b) declare and pay a BBOX Equalising Dividend to BBOX Shareholders without any consequential change to the Exchange Ratio. BBOX also reserves the right to adjust the Exchange Ratio in such circumstances as are, and by such amount as is, permitted by the Panel. If BBOX exercises its rights under this paragraph ‎8 to adjust the Exchange Ratio, any reference in this Announcement to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted. To the extent that a dividend or distribution has been declared but not paid prior to the Effective Date, and such dividend or distribution is cancelled, then the Exchange Ratio shall not be subject to change in accordance with this paragraph ‎8. Any exercise by BBOX of its rights referred to in this paragraph ‎8 will be the subject of an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the Combination.

9.          If, on or after the date of this Announcement and on or prior to the Effective Date, BBOX announces, declares, makes or pays: (i) a BBOX Permitted Dividend, and the quantum of such dividend is in excess of the amount which BBOX is entitled to pay to BBOX Shareholders in accordance with this Announcement; or (ii) any other dividend, distribution or form of capital return, UKCM shall be entitled to either: (a) adjust the Exchange Ratio by an amount equivalent to all or any part of such excess (in the case of a BBOX Permitted Dividend) or by the amount of all or part of any such other dividend, distribution or form of capital return; or (b) declare and pay a UKCM Equalising Dividend to UKCM Shareholders without any consequential change to the Exchange Ratio. If UKCM exercises its rights under this paragraph ‎9 to adjust the Exchange Ratio, any reference in this Announcement to the Exchange Ratio will be deemed to be a reference to the Exchange Ratio as so adjusted. To the extent that a dividend or distribution has been declared but not paid prior to the Effective Date, and such dividend or distribution is cancelled, then the Exchange Ratio shall not be subject to change in accordance with this paragraph ‎9. Any exercise by UKCM of its rights referred to in this paragraph ‎9 will be the subject of an announcement and, for the avoidance of doubt, will not be regarded as constituting any revision or variation of the Combination.

 

10.       

appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

Unless otherwise stated, the following constitute the sources of information and bases of calculations in this Announcement:

·      All prices quoted for BBOX Shares and UKCM Shares are closing middle market quotations of a BBOX Share or UKCM Share (as applicable) derived from the Daily Official List of the London Stock Exchange on the relevant date(s).

·      Issued share capital of UKCM is 1,299,412,465 ordinary shares of 25 pence each. UKCM has no shares held in treasury and no share schemes.

·      Issued share capital of BBOX is 1,903,738,325 ordinary shares of 1 penny each. BBOX has no shares held in treasury and no share schemes.

·      All volume-weighted average UKCM share prices are derived from data provided by Bloomberg for the relevant time periods.

·      Property portfolio and valuation information relating to BBOX is from the property valuation reports produced by CBRE and Colliers as set out in Parts B and C of Appendix 5 to this Announcement.

·      Property portfolio and valuation information relating to UKCM is from the property valuation report produced by CBRE as set out in Part A of Appendix 5 to this Announcement.

·      The financial information relating to BBOX is extracted from the audited results for the full-year ended 31 December 2023, released on 1 March 2024, adjusted for the acquisition of an asset on Castlewood Business Park in January 2024.

·      The financial information relating to UKCM is extracted from the unaudited NAV statement for the full-year ended 31 December 2023, released on 7 February 2024, adjusted for the disposal, in line with 31 December 2023 book value, of:

o  Craven House, as announced on 7 February 2024; and

o  2 Rivergate in Temple Quay, as announced on 1 March 2024.

·      The Combined Groups' loan-to-value ratio of 29 per cent. is based on UKCM net debt of £185 million (being the 31 December 2023 net debt adjusted for the two disposals as described above) and BBOX's net debt of £1,630 million (being the 31 December 2023 net debt adjusted for the acquisition of the asset described above).

·      EBITDA is calculated as operating profit before changes in fair value and other adjustments, adjusted for post period end acquisitions & disposals.

·      "total accounting return" is the growth in NAV per ordinary share plus the dividends paid per ordinary share, in the relevant period.

·      Reversion is calculated on the difference between and asset's Estimated Rental Value and current Contracted Rent.

·      "total shareholder return" is measured as the movement in share price over a period of time plus any dividends paid during the same period. This has been calculated as an internal rate of return, reflecting a shareholder's annualised return over a given period of time based on data provided by Bloomberg for the relevant time periods.

·      BBOX adjusted earnings per share is calculated on the basis of earnings per share excluding items considered to be exceptional and additional development management agreement income.

·      Combined portfolio statistics are calculated by the addition of the relevant figures for UKCM and BBOX on the basis outlined above.

·      These returns as outlined in the bullet "Value creation from capital recycling" at paragraph 3(a)(i) of this Announcement are illustrative estimated of this document only seek to highlight the impact of the deployment of disposal proceeds of UKCM's non-logistics assets into BBOX's development pipeline, assuming inter alia all properties are developed and fully let, no further changes to capital structure and without taking into account future ordinary course of business items (including acquisitions, disposals, asset management and additional debt). None of these estimates constitute a profit forecast and there can be no assurance that these illustrative returns (or any returns) will be achieved by the Combined Group. Accordingly, they should not be taken as an indication of estimated or actual future results and no reliance should be placed on these illustrative figures. The Combined Group's actual results may be positively or negatively affected by factors beyond the control of the Combined Group and the actual returns generated by the Combined Group may prove to be materially lower than the illustrative returns set out above in this announcement.

·      UKCM weighted average cost of debt and percentage of debt at a fixed cost is based on gross borrowings of £205 million, representing the two £100 million Barings term loans and £5 million drawn under the Barclays RCF. This reflects repayments of the RCF following 31 December 2023 with proceeds from the property sales detailed above.

 

 

 

appendix 3

Part 1: DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTER OF INTENT IN RESPECT OF UKCM SHARES

UKCM Recommending Directors' Irrevocable Undertakings

The following UKCM Recommending Directors who control and/or hold beneficial interests in UKCM Shares have given irrevocable undertakings to vote, or procure that the registered holder votes, in favour of the Scheme at the Court Meeting and the UKCM resolution(s) at the UKCM General Meeting in respect of their own beneficial holdings of UKCM Shares (or those UKCM Shares over which they have control):

Name of UKCM Director	Number of UKCM Shares	Percentage of UKCM's issued ordinary share capital (per cent.)
Michael Ayre	192,000	0.01
Chris Fry	106,445	0.00
Fionnuala Hogan	69,221	0.00
Margaret Littlejohns	60,000	0.00
Total	427,666	0.03

Notes:

1.     The UKCM Shares referred to in the table above are held via nominees. In each case, the UKCM Shareholder has undertaken to vote himself/herself, or to procure the exercise of the votes attaching to his/her UKCM Shares, in favour of the UKCM resolution(s).

2.     The percentages in the table above have been truncated to two decimal places.

The undertakings provided by the UKCM Directors will cease to be binding if:

•        BBOX announces, with the consent of the Panel, that it does not intend to proceed with the Combination in accordance with Rule 2.8 of the Takeover Code;

•        in the event that the Combination proceeds by way of the Scheme, the Scheme or any resolution to be proposed that is required to implement the Scheme is not approved by the requisite majority of UKCM Shareholders at the UKCM General Meeting or the Court Meeting;

•        in the event that the Combination proceeds by way of Takeover Offer, the Offer Document is not posted to the UKCM Shareholders within the permitted period under the Takeover Code or as otherwise agreed by the Panel;

•        if any resolution to be proposed to approve and implement the Combination is not approved by the requisite majority of BBOX Shareholders at the BBOX General Meeting to be convened in connection with the Combination; or

 

•        on the earlier of:

o  the Long-Stop Date; and

o  the date on which the Combination is withdrawn or lapses in accordance with its terms (other than where the Combination is withdrawn or lapses and a new, revised or replacement Scheme or Takeover Offer has been announced in accordance with Rule 2.7 of the Takeover Code at the same time).

UKCM Shareholder Irrevocable Undertaking

The following UKCM Shareholder has given an irrevocable undertaking to vote in favour of the Scheme at the Court Meeting and the UKCM resolution(s) at the UKCM General Meeting in respect of the following holding of UKCM Shares (or those UKCM Shares over which they have control):

Name of UKCM Shareholder	Number of UKCM Shares	Percentage of UKCM's issued ordinary share capital (per cent.)
Phoenix Life Limited	563,773,465	43.4

 

The undertakings provided by the UKCM Shareholder will cease to be binding if:

•        BBOX announces a possible offer or a firm offer to acquire all of the issued and to be issued ordinary share capital of UKCM at an exchange ratio below the Exchange Ratio, subject to any adjustment permitted under the terms of the Combination set out in this Announcement (including, without limitation, the exercise by BBOX of the right to adjust the Exchange Ratio set out in paragraph ‎8 of Part D of Appendix 1 of this Announcement);

•        the Scheme Document or Offer Document (as applicable) is not published within 28 days of the date of release of this Announcement (or within such longer period as the Panel may agree);

•        BBOX announces, with the consent of the Panel, that it does not intend to proceed with the Combination and no new, revised or replacement combination (to which the undertaking applies) is announced in accordance with Rule 2.7 of the Takeover Code at the same time;

•        the Takeover Offer or Scheme lapses or is withdrawn and no new, revised or replacement combination (to which the undertaking applies) is announced in accordance with Rule 2.7 of the Takeover Code at the same time;

•        at any time prior to the Scheme becoming effective or the Takeover Offer becoming unconditional (as applicable):

o  in accordance with Rule 2.7 of the Takeover Code, a third party (the "Competing Bidder") announces a firm intention to acquire the entire issued and to be issued share capital of UKCM not already owned by the Competing Bidder on terms which represent not less than 78.24 pence per UKCM Share as at the date on which the Competing Bidder announces its firm intention (the "Higher Competing Offer"); and

o  BBOX does not increase the consideration offered under the Combination to an amount which represents an offer value equal to or higher than the consideration offered pursuant to the Higher Competing Offer (in the reasonable opinion of Phoenix) by 11:59 p.m. (UK time) on the third business day after the date of the firm intention announcement of the Higher Competing Offer; and

o  in the event that some or all of the consideration pursuant to the Higher Competing Offer is in the form of securities of a class already admitted to the Official List of the FCA and traded on the London Stock Exchange or admitted to AIM or any other overseas investment exchange recognised or designated by the FCA for the purposes of FSMA (as amended from time to time), the implied value of the securities exchange component of the Higher Competing Offer will be calculated based upon the Competing Bidder's undisturbed share price (being the closing share price on the business day prior to the announcement of the Higher Competing Offer) multiplied by the exchange ratio of the securities exchange component of the Higher Competing Offer; or

•        the Combination has not completed prior to the Long Stop Date.

 

UKCM Shareholder Letter of Intent

Name of UKCM Shareholder	Number of UKCM Shares	Percentage of UKCM's issued ordinary share capital (per cent.)
Investec Wealth and Investment Limited	170,000,000	13.1

 

 

Part 2: DETAILS OF IRREVOCABLE UNDERTAKINGS IN RESPECT OF BBOX SHARES

The following BBOX Directors who control and/or hold beneficial interests in BBOX Shares have given irrevocable undertakings to vote, or procure that the registered holder votes, in favour of the BBOX Resolutions at the BBOX General Meeting in respect of their own beneficial holdings of BBOX Shares (or those BBOX Shares over which they have control):

Name of BBOX Director	Number of BBOX Shares	Percentage of BBOX's issued ordinary share capital (per cent.)
Aubrey Adams	240,000	0.01
Elizabeth Brown	20,382	0.00
Wu Gang	2,600	0.00
Alastair Hughes	46,483	0.00
Richard Laing	50,000	0.00
Karen Whitworth	30,705	0.00
Total	390,170	0.02

Notes:

1.     The BBOX Shares referred to in the table above are held via nominees. In each case, the BBOX Shareholder has undertaken to vote himself/herself, or to procure the exercise of the votes attaching to his/her BBOX Shares, in favour of the BBOX Resolution.

2.     The percentages in the table above have been rounded to two decimal places.

The undertakings provided by the BBOX Directors will cease to be binding if:

•        the Combination has not completed prior to the Long Stop Date;

•        BBOX announces, with the consent of the Panel, that it does not intend to proceed with the Combination and no new, revised or replacement combination (to which the undertaking applies) is announced in accordance with Rule 2.7 of the Takeover Code at the same time; or

 

•        the Takeover Offer or Scheme lapses or is withdrawn and no new, revised or replacement combination (to which the undertaking applies) is announced in accordance with Rule 2.7 of the Takeover Code at the same time.

appendix 4

QUANTIFIED FINANCIAL BENEFITS STATEMENT

Part A

Paragraph ‎4 of this Announcement contains statements of estimated cost savings and synergies expected to arise from the Combination (together, the "Quantified Financial Benefits Statement").

A copy of the Quantified Financial Benefits Statement is set out below:

The BBOX Directors, having reviewed and analysed the potential cost savings of the Combined Group, as well as taking into account factors they can influence, believe the Combined Group can deliver shareholder value through the expected realisation of approximately £4.0 million of pre-tax recurring cost synergies. The cost synergies are expected to be realised principally from:

a)   Investment management fees: unification of investment management services under the BBOX Manager, delivering an expected £2.6 million of cost synergies per annum derived from lower investment management fees charged on the UKCM EPRA NTA ; and

 

b)   Corporate and administrative costs: de-duplication and rationalisation of duplicated listing, administration and operational expenses delivering an estimated £1.4 million of cost synergies per annum.

 

The identified cost savings are contingent on the Combination and would not be achieved independently. The estimated cost synergies referred to above reflect both the beneficial elements and the relevant costs.

The UKCM Manager has agreed to waive the early termination payment of £6.7 million which would be contractually payable by UKCM on completion of the Combination as a result of the UKCM IMA being agreed to be terminated at such time under the UKCM IMA Termination Agreement. The BBOX Directors have considered other recurring or one-off costs in connection with realising the expected cost synergies and have reflected these in the expected recurring cost synergy figure.

Potential areas of dis-synergy have been considered by the BBOX Directors and are reflected in the analysis.

These statements relating to estimated investment management fee savings and other identified cost savings relate to future actions or circumstances which by their nature involve risks, uncertainties and contingencies. As a consequence, the identified synergies and estimated savings referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information, is set out below.

Bases of Belief and Principal Assumptions

Following initial discussion regarding the Combination, senior BBOX personnel, have worked to identify, challenge, and quantify potential synergies as well as the potential costs to achieve and timing of such synergies. The assessment and quantification of potential synergies have been informed by BBOX management's industry expertise and knowledge.

In preparing the Quantified Financial Benefits Statement, UKCM has shared certain operational and financial information to facilitate a detailed analysis in support of evaluating the potential synergies available from the creation of the Combined Group.

The BBOX team has performed a bottom-up analysis of the costs included in the UKCM financial information and has sought to include in the synergy analysis those costs which it believes will be either reduced or eliminated as part of the Combined Group.

The investment management fee savings are based on applying BBOX management fee bands and assumptions regarding the Combined Group's EPRA NTA as at 31 December 2023, being the basis on which the BBOX management fee is calculated, compared to the aggregate of the management fees incurred by BBOX and UKCM which are calculated on different bases. Management's estimate of one-off costs assumes no termination fees in respect of the UKCM IMA will be payable by UKCM or BBOX, given under the UKCM IMA Termination Agreement, it has been agreed by the UKCM Manager to waive the early termination payment.

The cost bases used as the basis for the quantified financial benefits exercise are the BBOX full year expenses for the financial year ended 31 December 2023, the UKCM full year expenses for the year ended 31 December 2023, adjusted for known changes to certain costs implemented during the year ended 31 December 2023, and the external BBOX and UKCM property valuations as at 31 December 2023.

The BBOX Directors have, in addition, made the following assumptions:

·      The value of the Combined Group's property portfolio remaining at the 31 December 2023 external valuation of £4.4 billion, noting that the latest Combined Group property portfolio valuation, as referenced in this Statement is £6.3 billion.

 

·      Estimated transaction costs associated with the Combination are deducted from the EPRA NTA used for the calculation of the Combined Group's investment management fee.

 

·      BBOX retains its status as a UK REIT.

 

·      There will be no material impact on the underlying operations of the Combined Group or its ability to continue to conduct its business.

 

·      There will be no material change to the make-up of the Combined portfolio for the purposes of this analysis.

 

·      There will be no material change to macroeconomic, political, regulatory, or legal conditions in the markets or regions in which BBOX or UKCM operate that will materially impact on the implementation or costs to achieve the proposed cost savings.

 

·      There will be no change in tax legislation or tax rates or other legislation in the UK that could materially impact the ability to achieve any benefits.

Reports

As required by Rule 28.1(a) of the Takeover Code, BDO, as reporting accountant to BBOX, and Jefferies, as lead financial adviser to BBOX, have provided the opinions required under that Rule. Copies of these reports are included at Parts B and C of this Appendix 4.

Each of BDO and Jefferies has given and not withdrawn its consent to the inclusion of its report in this Announcement in the form and context in which it is included.

These statements are not intended as a profit forecast and should not be interpreted as such. These statements of estimated synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the estimated synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Neither the Quantified Financial Benefits Statement nor any other statement in this Announcement should be construed as a profit forecast or interpreted to mean that BBOX's earnings in the first full year following the Effective Date, or in any subsequent period, will necessarily match or be greater than or be less than those of BBOX or UKCM for the relevant preceding financial period or any other period.

Due to the scale of the Combined Group, there may be additional changes to the Combined Group's operations. As a result, and given the fact that the changes relate to the future, the resulting synergies may be materially greater or less than those estimated.

 

Part B - Report from BDO LLP

 

 

BDO LLP 55 Baker Street London W1U 7EU

 

The Directors Tritax Big Box REIT plc 72 Broadwick Street London W1F 9QZ

21 March 2024

 

Jefferies International Limited

100 Bishopsgate

London

EC2N 4JL

Dear Sir or Madam

Tritax Big Box REIT plc (the "Company")

Proposed acquisition by the Company of the entire issued and to be issued share capital of UK Commercial Property REIT Limited

We report on the quantified financial benefits statement (the "Statement") by the directors of the Company (the "Directors") included in Part A of Appendix 4 of the Rule 2.7 Announcement (the "Announcement") dated 21 March 2024 to the effect that:

"The BBOX Directors, having reviewed and analysed the potential cost savings of the Combined Group, as well as taking into account factors they can influence, believe the Combined Group can deliver shareholder value through the expected realisation of approximately £4.0 million of pre-tax recurring cost synergies. The cost synergies are expected to be realised principally from:

a)   Investment management fees: unification of investment management services under the BBOX Manager, delivering an expected £2.6 million of cost synergies per annum derived from lower investment management fees charged on the UKCM EPRA NTA ; and

b)   Corporate and administrative costs: de-duplication and rationalisation of duplicated listing, administration and operational expenses delivering an estimated £1.4 million of cost synergies per annum.

The identified cost savings are contingent on the Combination and would not be achieved independently. The estimated cost synergies referred to above reflect both the beneficial elements and the relevant costs.

The UKCM Manager has agreed to waive the early termination payment of £6.7 million which would be contractually payable by UKCM on completion of the Combination as a result of the UKCM IMA being agreed to be terminated at such time under the IMA Termination Agreement. The BBOX Directors have considered other recurring or one-off costs in connection with realising the expected cost synergies and have reflected these in the expected recurring cost synergy figure.

Potential areas of dis-synergy have been considered by the BBOX Directors and are reflected in the analysis.

Opinion

In our opinion, the Statement has been properly compiled on the basis stated.

The Statement has been made in the context of the disclosures in Part A of Appendix 4 of the Announcement setting out the basis of the Directors' belief (including the principal assumptions and sources of information supporting the Statement and their analysis and explanation of the underlying constituent elements).

This report is required by Rule 28.1(a) of the City Code on Takeovers and Mergers (the "Takeover Code") and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities

It is the responsibility of the Directors to prepare the Statement in accordance with the requirements of Rule 28 of the Takeover Code.

It is our responsibility to form our opinion, as required by Rule 28.1(a) of the Takeover Code, as to whether the Statement has been properly compiled on the basis stated and to report that opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 23.2 of the City Code, consenting to its inclusion in the Announcement.

Basis of preparation of the Statement

The Statement has been prepared on the basis stated in Part A of Appendix 4 of the Announcement.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Financial Reporting Council ("FRC") in the United Kingdom. We are independent in accordance with the FRC's Ethical Standard as applied to Investment Circular Reporting Engagements, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

We have discussed the Statement, together with the basis of the Directors' belief, with the Directors and Jefferies International Limited. Our work did not involve any independent examination of any of the financial or other information underlying the Statement.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Statement has been properly compiled on the basis stated.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions outside the United Kingdom and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

We do not express any opinion as to the achievability of the benefits identified by the Directors in the Statement.

Since the Statement and the assumptions on which it is based relate to the future and may therefore be affected by unforeseen events, we express no opinion as to whether the actual benefits achieved will correspond to those anticipated in the Statement and the differences may be material.

Yours faithfully

 

BDO LLP

Chartered Accountants

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127)

Part C - Report from Jefferies International Limited

 

REPORT FROM JEFFERIES ON BBOX QUANTIFIED FINANCIAL BENEFITS STATEMENT

The Board of Directors

Tritax Big Box Plc

72 Broadwick Street

London

W1F 9QZ

 

21 March 2024

 

Dear Sirs / Madams

Recommended All-Share Combination of Tritax Big Box Plc ("BBOX") and UK Commercial Property REIT Limited - Quantified Financial Benefits Statement of BBOX

We refer to the Quantified Financial Benefits Statement, the bases of belief thereof and the notes thereto (together, the "Statement") made by BBOX, as set out in Part A of Appendix 4 of the Rule 2.7 announcement dated 21 March 2024 of which this letter forms part (the "Announcement"), for which the board of directors of BBOX (the "Directors") are solely responsible under Rule 28.3 of the UK City Code on Takeovers and Mergers (the "Code").

We have discussed the Statement (including the assumptions, bases of calculation and sources of information referred to therein) with the Directors and those officers and employees of BBOX who developed the underlying plans as well as with BDO LLP ("BDO"). The Statement is subject to uncertainty as described in the Announcement and our work did not involve an independent examination of any of the financial or other information underlying the Statement.

We have relied upon the accuracy and completeness of all the financial and other information provided to us by or on behalf of BBOX, or otherwise discussed with or reviewed by us, and we have assumed such accuracy and completeness for the purposes of providing this letter.

We do not express any view as to the achievability of the quantified financial benefits identified by the Directors in the Statement or otherwise.

We have also reviewed the work carried out by BDO and have discussed with them the opinion set out in Part [B] of Appendix 4 of the Announcement addressed to yourselves and ourselves on this matter, and the bases of calculation for the Statement.

This letter is provided pursuant to our engagement letter with BBOX to the Directors solely in connection with Rule 28.1(a)(ii) of the Code and for no other purpose. We accept no responsibility to BBOX or its shareholders or any person other than the Directors in respect of the contents of this letter. We are acting exclusively as financial adviser to BBOX and no one else in connection with the offer by BBOX for UKCM referred to in the Announcement and it was for the purpose of complying with Rule 28.1(a)(ii) of the Code that BBOX requested Jefferies International Limited to prepare this report on the Statement. No person other than the Directors can rely on the contents of this letter, and to the fullest extent permitted by law, we exclude all liability (whether in contract, tort or otherwise) to any other person, in respect of this letter, its contents or the work undertaken in connection with this letter or any of the results that can be derived from this letter or any written or oral information provided in connection with this letter, and any such liability is expressly disclaimed except to the extent that such liability cannot be excluded by law. 

On the basis of the foregoing, we consider that the Statement, for which you as the Directors are solely responsible for purposes of the Code, has been prepared with due care and consideration.

Yours faithfully,

Jefferies International Limited

 

appendix 5

Property Valuation Reports

Part A - CBRE Valuation Report in respect of UKCM

 

 

 

 

 

 

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

 

In respect of:

Portfolio of 39  properties held by UK Commercial REIT Limited

On behalf of:

the Addressees as set out below

Date of valuation:

31 December 2023