Tritax Big Box REIT PLC entered into an Letter of intent for an offer to acquire UK Commercial Property REIT Limited (LSE:UKCM) from Phoenix Group Holdings plc (LSE:PHNX), Investec Wealth & Investment Limited and others for £920 million on February 6, 2024. Tritax Big Box REIT PLC reached agreement for an offer to acquire UK Commercial Property REIT Ltd from Phoenix Group Holdings, Investec Wealth & Investment Limited and others on February 9, 2024. The deal involves UKCM shareholders receiving 0.444 new Tritax shares for each UKCM share in a transaction that will give UKCM shareholders 23.3% and existing Tritax shareholders 76.7% of the combined group. The Phoenix letter of intent is in respect of Phoenix?s entire current holding of 563,797,465 ordinary shares in the capital of UKCM representing approximately 43.4% of UKCM and Investec letter of intent is in respect of 170,000,000 ordinary shares in the capital of UKCM currently held by Investec representing approximately 13.1% of UKCM. The Possible Offer would be structured as an all-share offer by BBOX for UKCM under the Code and would be implemented by way of a scheme of arrangement. The Possible Offer would constitute a Class 1 acquisition under the Listing Rules and, accordingly, would be subject to the approval of BBOX?s shareholders by way of an ordinary resolution at a general meeting of BBOX. BBOX was required, by not later than on March 8, 2024 (the PUSU Deadline), to either announce a firm intention to make an offer for UKCM. This deadline can be extended by the Board of UKCM with the consent of the Takeover Panel. Following careful consideration of the Possible Offer, the Board of UKCM, having received advice from Rothschild & Co as to the financial terms of the Possible Offer, has confirmed to BBOX that, should a firm offer be made on the financial terms of the Possible Offer, the Board of UKCM, excluding Peter Pereira Gray, is minded to recommend it to UKCM shareholders, subject to the agreement of other terms and conditions customary for an offer of this nature and completion of satisfactory due diligence. As of March 8, 2024, The PUSU Deadline has extended to March 22, 2024. As of March 21, 2024, the UKCM Recommending Directors, who have been so advised by Rothschild & Co as to the financial terms of the Combination, considered the terms of the Combination to be fair and reasonable and accordingly intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and UKCM Shareholders vote in favour of the resolution(s) to be proposed to shareholders at the UKCM General Meeting. As of May 2, 2024, majority shareholders of UK Commercial Property REIT Limited have approved the transaction. The Scheme is expected to become effective in May 2024.

Anthony Richardson and Siobhan Sergeant of Akur Limited and Philip Noblet, Rishi Bhuchar, Paul Bundred, Stuart Klein, Andrew Morris, and James Umbers of Jefferies International (Holdings) Limited acted as financial advisors and Karen Davies, Tim Regis, Nicholas Moore and Simon Bullock of Ashurst LLP acted as legal advisor for Tritax Big Box REIT plc. Dickson Minto W.S. acted as legal advisor, Alex Midgen, Sam Green and Jake Shackleford of N.M. Rothschild & Sons Limited acted as financial advisor and fairness opinion provider, Computershare Investor Services (Guernsey) Limited is the registrar for UK Commercial Property REIT Limited. Massimo Saletti, James A. Kelly, Paul Pulze and Jonty Edwards of J.P. Morgan Cazenove acted as joint lead financial advisor to Tritax Big Box REIT plc and Hugh Jonathan and George Shiel of Numis Securities Limited acted as joint financial advisor to UK Commercial Property REIT Limited. BDO LLP acted as accountant to Tritax Big Box REIT plc.