Recommended Final Cash Acquisition.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

4 June 2025

RECOMMENDED FINAL* CASH ACQUISITION

for

Warehouse REIT plc

by

Wapping Bidco Ltd ("Bidco")

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

to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

1.         Introduction

The boards of Bidco and Warehouse REIT plc ("Warehouse") are pleased to announce that, following the announcement made on 30 May 2025, they have agreed the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Warehouse by Bidco.

2.         The Acquisition

·           Under the terms of the Acquisition, which shall be subject to the further conditions and terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Scheme Shareholders who are on the register of members of Warehouse at the Scheme Record Time shall be entitled to receive:

for each Scheme Share:                       109.0 pence in cash (the "Final Offer Price")

which, together with the third interim dividend of 1.6 pence per Scheme Share declared on 19 February 2025 and paid on 11 April 2025 (the "Interim Dividend"), results in a total cash consideration paid to the Scheme Shareholders (who received the Interim Dividend) of 110.6 pence per Scheme Share (the "Total Transaction Value").

·          The Total Transaction Value values the entire issued and to be issued ordinary share capital of Warehouse at approximately £470 million and represents a premium of approximately:

o  34.2 per cent. to the closing price per Warehouse Share of 82.4 pence on 28 February 2025 (being the last Business Day prior to the commencement of the Offer Period); 

o  34.9 per cent. to the volume weighted average price per Warehouse Share of 82.0 pence for the one-month period ended 28 February 2025 (being the last Business Day prior to the commencement of the Offer Period);

o  37.1 per cent. to the volume weighted average price per Warehouse Share of 80.7 pence for the three-month period ended 28 February 2025 (being the last Business Day prior to the commencement of the Offer Period); and

o  0.9 per cent. to the two-year high closing price per Warehouse Share of 109.6 pence on 17 April 2023.

The financial terms of the Acquisition are final and will not be increased, except that Bidco reserves the right to increase the Final Offer Price where: (i) there is an announcement of a possible offer or a firm intention to make an offer for Warehouse by any third party; or (ii) the Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances).

The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

If, on or after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the Warehouse Shares (in each case with a record date prior to the Effective Date), the Cash Consideration will automatically be reduced by an amount equal to the amount of such dividend and/or distribution and/or return of capital (other than in circumstances where Bidco is permitted to increase the Final Offer Price, in which case the Cash Consideration shall not automatically be reduced, but Bidco reserves the right to elect to reduce the Cash Consideration by such amount). Where the Cash Consideration is so reduced, any reference in this Announcement to the Cash Consideration will automatically be deemed to be a reference to the Cash Consideration as so reduced by the amount of such dividend and/or distribution and/or return of capital. In such circumstances, Warehouse Shareholders would be entitled to receive and retain any such dividend or other distribution and/or return of capital. Any automatic reduction of the Cash Consideration or other exercise by Bidco of its rights and/or obligations referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, not be regarded as constituting any revision or variation of the terms of the Acquisition or the Scheme.

Appendix IV to this Announcement contains a report from CBRE, the external valuers (as defined by the Royal Institute of Chartered Surveyors' Valuation - Global Standards (2022)) for Warehouse's property assets, as at 31 March 2025, pursuant to the requirements of Rule 29 of the Takeover Code. These property valuation reports will, subject to the requirements of the Takeover Code, be reproduced in the Scheme Document.

It is expected that the Scheme Document will be published as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement (unless Warehouse and Bidco otherwise agree, and the Panel consents). The Court Meeting and the General Meeting are expected to be held in July 2025. It is expected that, subject to the satisfaction of all relevant conditions, the Scheme will become effective during the final quarter of 2025.

*       The financial terms of the Acquisition are final and will not be increased, except that Bidco reserves the right to increase the Final Offer Price where: (i) there is an announcement of a possible offer or a firm intention to make an offer for Warehouse by any third party; or (ii) the Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances).

3.         Background to and reasons for the Acquisition

Warehouse operates in an attractive segment, with well-located and well-maintained estates, and provides a range of unit sizes and specification to a diverse tenant base. Blackstone believes that the full potential of the portfolio is best achieved as a private company, with greater access to capital to facilitate increased investment in the existing estates and further growth.

4.         Recommendation by the Warehouse Independent Directors

The Warehouse Board has formed an independent committee comprising the Warehouse Independent Directors to consider the Acquisition and determine on behalf of the Warehouse Board whether to recommend Scheme Shareholders vote in favour of the Scheme (or accept the Takeover Offer, if applicable). The Warehouse Independent Directors comprise all the Warehouse Directors other than the Tilstone Directors, who are deemed to have a conflict of interest in view of their interests in the Investment Advisor.

The Warehouse Independent Directors, who have been so advised by Jefferies International Limited ("Jefferies") and Peel Hunt LLP ("Peel Hunt") as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Warehouse Independent Directors, Jefferies and Peel Hunt have taken into account the commercial assessments of the Warehouse Directors. Jefferies and Peel Hunt are providing independent financial advice to the Warehouse Independent Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, taking into account the factors set out in paragraph 5 of this Announcement, including having engaged with various Warehouse Shareholders since the announcement made by the Warehouse Board on 12 May 2025, the Warehouse Independent Directors confirm they intend to recommend unanimously that Warehouse Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting. The Warehouse Independent Directors have irrevocably undertaken to vote (or procure or instruct to vote) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting in respect of their own entire beneficial holdings over which they control the voting rights (and the beneficial holdings of their close relatives). These amount to 1,177,420 Warehouse Shares representing, in aggregate, approximately 0.28 per cent. of the ordinary share capital of Warehouse in issue at close of business on the Latest Practicable Date.

5.         Background to and reasons for the recommendation from the Warehouse Independent Directors

Market Backdrop

Warehouse was listed in September 2017 as an investment vehicle raising £150 million to invest in warehouse assets in the industrial and logistics sector. Since its IPO, Warehouse has successfully raised a further £275 million via three equity issues and built a highly attractive and diversified asset portfolio, with a primary focus on multi-let industrial estates, which offer the greatest flexibility for occupiers, as they enable such occupiers to scale up or down as their businesses evolve. The portfolio is balanced with high-quality single-let assets which typically let on longer leases and provide a solid income stream. As at 31 March 2025, Warehouse's portfolio was valued at £805.4 million and comprised 6.9 million square feet with annual rent of £42.5 million.

This strong performance has resulted in a total shareholder return since IPO up to 28 February 2025 (being the last Business Day prior to the commencement of the Offer Period) of 23.6 per cent., outperforming the FTSE EPRA Nareit UK Total Return Index performance of (8.6) per cent. over the same period.

The Warehouse Independent Directors believe that Warehouse continues to represent a compelling investment proposition for Shareholders, with a portfolio which offers attractive income characteristics and an asset class which should continue to attract capital and tenancy demand given, inter alia: strong reversion capture from prevailing shorter WAULTs; low levels of capex / building obsolescence; continued occupier demand; significant supply constraint; flexible occupancy which drives customer longevity; and a diversified occupier base which reduces tenant risk.

The Warehouse Independent Directors have carefully considered the medium and long-term prospects for Warehouse, assessing the opportunities to increase the scale of the business materially in an accretive way, in order to continue to generate long term, sustainable returns for its Shareholders. Whilst the Warehouse Independent Directors remain confident in its strategy, Warehouse has not been immune from the macro-economic headwinds impacting the broader UK real estate and investment trust market. These include, inter alia:

·    dislocation of share prices from underlying financial fundamentals such as Net Asset Value;

·    shareholder desire for higher returns given the significant increase in risk free rates;

·    an increase in interest rates which has led to a repricing of real estate and more expensive debt financing; and

·    reduced access to capital from the equity market, particularly for companies which are deemed to be "sub-scale" and/or trade at a significant discount to Net Asset Value.

This dynamic has hindered Warehouse's ability to grow and exploit the opportunities presented by both economies of scale and a liquid market for industrial and logistics assets. Furthermore, this dynamic has resulted in sustained share price underperformance, with Warehouse shares having traded at a significant discount to its Net Asset Value for a considerable period of time:

·    35.4 per cent. discount to last reported EPRA NTA per share at 28 February 2025 (being the last Business Day prior to commencement of the Offer Period);

·    37.2 per cent. average discount to last reported EPRA NTA per share over the three-month period ended 28 February 2025 (being the last Business Day prior to the commencement of the Offer Period); and

·    33.8 per cent. average discount to last reported EPRA NTA per share over the 12-month period ended 28 February 2025 (being the last Business Day prior to the commencement of the Offer Period).

The Warehouse Independent Directors believe that there are few near or medium term catalysts to address these systemic challenges, which the Warehouse Board believes will continue to weigh on Warehouse's share price and to impede its access to capital.  

Background to Blackstone's Revised Final Offer

On 3 March 2025, a consortium comprising Blackstone and Sixth Street Partners, LLC announced that it had submitted a fourth indicative all cash proposal to the Warehouse Board of 108.9 pence per Warehouse Share, in addition to entitlement to the the interim dividend of 1.6 pence, which was declared by Warehouse on 19 February 2025 in respect of the third quarter of the financial year ending 31 March 2025 and to be paid on 11 April 2025 (the "Q3 Dividend") and representing a total offer value of 110.5 pence per Warehouse Share (the "Fourth Proposal").

The Warehouse Board and its financial advisers reviewed the Fourth Proposal in detail and concluded that, on the basis that its largest shareholder had indicated that they would not vote in favour of this proposal, the Fourth Proposal was not deliverable as there was insufficient support to sanction a scheme of arrangement. Accordingly, the Warehouse Board rejected the Fourth Proposal on 28 February 2025.

On 25 March 2025, Blackstone announced it had made a fifth proposal of 113.4 pence per Warehouse Share, in addition to entitlement to the Q3 Dividend, and representing a total offer value of 115.0 pence per Warehouse Share (the "Fifth Proposal"). On 27 March 2025, the Warehouse Board announced that, should a firm offer be made on the financial terms indicated and subject to the agreement of the other terms of the offer, it would be minded to recommend the Fifth Proposal to Warehouse shareholders and that the Warehouse Board had decided to engage in discussions to allow Blackstone to complete a limited period of confirmatory due diligence. In that announcement, Blackstone reserved the right to make an offer for Warehouse on less favourable terms with the agreement or recommendation of the Warehouse Board.

On 6 May 2025, Blackstone wrote to the Warehouse Board raising several matters arising from its due diligence, the most significant of which related to contrasting views on the valuation of Warehouse's development asset at Radway Green. As a result, Blackstone stated that it was not in a position to proceed with its offer on the financial terms of the Fifth Proposal. An update on Blackstone's position was included in the announcement made by the Warehouse Board on 12 May 2025.

Following receipt of this letter the Warehouse Board engaged extensively with its financial and legal advisers, its independent valuer and Blackstone in order to assess the issues raised by Blackstone.

On 19 May 2025, Blackstone submitted a revised final indicative proposal at a price of 109 pence per Warehouse Share which, in addition to the Q3 Dividend (notwithstanding that this has now been paid), represents a total offer value of 110.6 pence per Warehouse Share (the "Revised Final Offer"). The Revised Final Offer was 0.1 pence per Warehouse Share higher than the Fourth Proposal and 4.4 pence per Warehouse Share (3.8 per cent.) lower than the Fifth Proposal.

On 24 May 2025, having concluded its review of the matters raised by Blackstone, the Warehouse Board wrote to Blackstone with a rebuttal of each of those matters noting, inter alia, that Warehouse's independent valuer had confirmed its 31 March 2025 valuation of Warehouse's property portfolio, including the Radway Green asset.

On 25 May 2025, Blackstone responded to the Warehouse Board stating that they did not agree with the overall conclusions of the Warehouse Board's review. However, they reconfirmed that they were still willing to proceed with a binding offer on the terms of the Revised Final Offer.

Warehouse Independent Directors' reasons for recommendation of the Blackstone Revised Final Offer

The Warehouse Independent Directors have engaged with various Warehouse Shareholders since the announcement made by the Warehouse Board on 12 May 2025. The Warehouse Independent Directors believe that the Acquisition is in the best interests of Warehouse Shareholders as a whole, as it accelerates the value that could be delivered from, and de-risks the execution of, the strategic plan that Warehouse would pursue independently. In reaching its conclusion, the Warehouse Independent Directors have carefully considered the following:

• the risk-adjusted and time-weighted returns that may be generated by Warehouse's strategy as an independent entity, compared with the certainty of execution of the Acquisition;

·    that the Total Transaction Value of 110.6 pence per Warehouse Share represents:

o  a premium of 34.2 per cent. to the closing price per Warehouse Share of 82.4 pence on 28 February 2025 (being the last Business Day prior to the commencement of the Offer Period);

o  a premium of 34.9 per cent. to the one-month volume weighted average price per Warehouse Share of 82.0 pence on 28 February 2025 (being the last Business Day prior to the commencement of the Offer Period);

o  a premium of 37.1 per cent. to the three-month volume weighted average price per Warehouse Share of 80.7 pence on 28 February 2025 (being the last Business Day prior to the commencement of the Offer Period); and

o  a premium of 0.9 per cent. to the two-year high closing price per Warehouse Share of 109.6 pence on 17 April 2023;

·    whilst the Revised Final Offer represents a discount of 13.3 per cent. to Warehouse's EPRA NTA of 127.5 pence per share as at 30 September 2024, and a discount of 13.6 per cent. to the unaudited EPRA NTA of 128.0 pence per share as at 31 March 2025, which is at the higher end of NTA discounts for precedent cash offers for UK listed real estate companies, the Warehouse Independent Directors would note that substantially all of these precedents had less development land as a proportion of their overall asset portfolio;

·    whilst the Warehouse Independent Directors note the 31 March 2025 portfolio valuation prepared by CBRE, including in relation to Radway Green, they recognise that there is subjectivity in valuing development assets, as well as the extended period over which the Company has sought but not secured a buyer for Phase 1 of Radway Green at an acceptable price. Indeed, a number of shareholders have referenced the uncertainties with respect to the valuation and timing to realise such valuation of Radway Green as an important consideration in encouraging the Warehouse Independent Directors to deliver a cash proposal from Blackstone;

·    that the satisfactory realisation of Radway Green is an important step for the Company in achieving its objective of full dividend cover and with no certainty over when such a realisation will be achieved the Company expects to continue to pay an uncovered dividend which the Warehouse Independent Directors believe has and will continue to negatively impact the valuation placed on the Company's shares by equity market investors; and

·    that the Acquisition provides Warehouse Shareholders with the opportunity to realise the entirety of their interests in cash against the current uncertainty presented by a weak macro-economic backdrop.

The Warehouse Independent Directors believe that Blackstone is strongly positioned to support Warehouse in its next phase of growth and will continue to invest to enhance its long-term value and increase the future opportunities for Warehouse.

The Warehouse Independent Directors note that the two Tilstone Directors, who are on the Warehouse Board but are not considered to be independent because they are deemed to have a conflict of interest in view of their interests in the Investment Advisor, have indicated that they do not intend to vote in favour of the Revised Final Offer at the Court Meeting and at the General Meeting. Whilst the Warehouse Independent Directors acknowledge the Tilstone Directors' individual position on this matter, for all the reasons stated above and taking into account the views of all its Shareholders, the Warehouse Independent Directors believe that the Revised Final Offer is in the best interests of its Shareholders as a whole.

Taking all the above factors fully into consideration, the Warehouse Independent Directors have consented to Blackstone making its offer on less favourable terms than announced on 27 March 2025 and intend to recommend unanimously that Warehouse Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting.

6.         Irrevocable Undertakings

Bidco has received irrevocable undertakings from each of the Warehouse Independent Directors to vote (or procure or instruct to vote) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or, if the Acquisition is implemented by way of a Takeover Offer, to accept (or procure or instruct acceptance of) the Takeover Offer) in respect of their own beneficial holdings over which they control the voting rights (and the beneficial holdings of their close relatives).  These amount to 1,177,420 Warehouse Shares, representing approximately 0.28 per cent. of the ordinary share capital of Warehouse in issue at close of business on the Latest Practicable Date.

Further details of the irrevocable undertakings are set out in Appendix III.

7.         Information on Blackstone and Bidco

Bidco is a private company under the Companies (Jersey) Law 1991 that was established on 8 April 2025. Bidco was formed for the purposes of the Acquisition and is an entity owned indirectly by investment funds advised by Blackstone and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

Blackstone is one of the leading investment firms in the world. Blackstone seeks to create positive economic impact and long-term value for its investors, the companies it invests in, and the communities in which it operates. Blackstone's asset management businesses, with $1.1 trillion in assets under management as of 31 March 2025, include investment vehicles focused on real estate, private equity, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis.

Blackstone Real Estate is a global leader in real estate investing. Blackstone's real estate business was founded in 1991 and has $320 billion of investor capital under management as of 31 March 2025. Blackstone is one of the largest property owners in Europe, owning and operating a €127 billion European real estate portfolio as of 31 March 2025 across sectors including logistics, multifamily and single family-housing, office, hospitality, retail and digital infrastructure.

The Blackstone Real Estate group is highly active in the urban logistics and industrial segments. Mileway, Blackstone's pan-European urban logistics platform, is a leading last mile logistics real estate company in Europe, owning and managing approximately 200 million square feet of last mile logistics real estate including circa 60 million square feet in the UK. In addition, Indurent, conceived through the combination of St Modwen Properties, which was taken private by Blackstone in 2021, and Industrials REIT, which was taken private by Blackstone in 2023, is a leading UK logistics owner and developer, and now comprises a 30 million square foot standing logistics portfolio (as of Q1 2025), including over 5 million square feet which has been delivered under Blackstone's ownership, and a near-term development pipeline consisting of circa 6 million square feet.

Further information is available at www.blackstone.com.

8.         Information on Warehouse

Warehouse is a UK Real Estate Investment Trust that invests in industrial assets in key economic locations across the UK, and is primarily focused on multi-let warehouses, which account for 80 per cent. of its investment portfolio.  These offer multiple opportunities to capture rental growth, and market dynamics, including resilient occupational markets and constrained supply, are highly attractive.  The balance of its portfolio comprise single-let regional assets, over 125,000 sq ft and single-let 'last mile' assets which are smaller.

Warehouse is an externally managed REIT, advised by the Investment Advisor, who is responsible for the day-to-day asset management of the portfolio, and who works exclusively for Warehouse. 

Warehouse was listed in September 2017 as an investment vehicle raising £150 million to invest in warehouse assets in the industrial and logistics sector. Since its IPO, Warehouse has successfully raised a further £275 million via three equity issues and built a highly attractive and diversified asset portfolio, with a primary focus on multi-let industrial estates, which offer the greatest flexibility for occupiers, as they enable such occupiers to scale up or down as their businesses evolve. The portfolio is balanced with high-quality single-let assets which typically let on longer leases and provide a solid income stream. As at 31 March 2025, Warehouse's portfolio was valued at £805.4 million and comprised 6.9 million square feet with annual rent of £42.5 million.

As of 28 February 2025 (being the last Business Day prior to the commencement of the Offer Period) Warehouse had a market capitalisation of approximately £350 million. As at 31 March 2025, Warehouse had unaudited net tangible assets of £544 million and an unaudited net tangible assets value per Warehouse Share of 128.0 pence (both calculated in accordance with EPRA guidelines).

9.         Directors, investment advisor, employees, pensions, research and development and locations

Bidco's strategic plans for Warehouse

Prior to this Announcement, consistent with market practice, Bidco has been granted access to various materials and to key individuals for purposes of confirmatory due diligence. Following the Effective Date, Bidco intends to undertake a more detailed evaluation of Warehouse's portfolio to formulate a detailed strategy, which may include select disposals. Bidco expects that this evaluation will be completed within approximately six to nine months from the Effective Date.

Bidco intends to operationally integrate the Warehouse portfolio into the Indurent platform following completion of the Acquisition.

Indurent is a leading UK logistics owner and developer and now comprises a 30 million square foot standing logistics portfolio (as of Q1 2025). It was conceived through the combination of St Modwen Properties, which was taken private by Blackstone in 2021, and Industrials REIT, which was taken private by Blackstone in 2023. Indurent has offices in London, Stockport and Birmingham.

Employees and Investment Advisor

As an externally managed REIT, as at the Latest Practicable Date Warehouse had no executive directors, management or employees of its own and therefore did not operate any pension scheme, nor did it have any arrangement in place for any employee involvement in its capital. Its operations are conducted under the Investment Management Agreement.

Following the Effective Date, Bidco intends to terminate the Investment Management Agreement.  Bidco expects to appoint one or more operating companies within the Indurent Group ("New Manager") to manage part or all of Warehouse's property portfolio.

It is intended that, with effect from the Effective Date, each of the members of the Warehouse Board shall resign from his or her office as a director of Warehouse.

Other than as set out above, Bidco does not currently have any intentions that would result in any change to the balance of skills and functions required to operate the business.

TUPE

Bidco recognises that the termination of the Investment Management Agreement may result in the transfer to the New Manager, under TUPE, of the employment of certain persons employed by the Investment Advisor (or one of its affiliated companies), whose principal purpose was to provide services to Warehouse (the "Employees"). Bidco intends to cooperate with the Investment Advisor on any applicable consultation process required to be undertaken under TUPE in relation to the Employees.

Headquarters, locations, fixed assets and research and development

Warehouse has no fixed place of business, fixed assets (other than its property portfolio), research and development function or headquarters and Bidco has no plans in this regard.

Trading Facilities

Warehouse Shares are currently listed on the FCA's Official List and admitted to trading on the London Stock Exchange's Main Market for listed securities. Subject to the Scheme becoming effective, applications will be made to the FCA and the London Stock Exchange respectively for the cancellation of the listing of Warehouse Shares on the Official List and the cancellation of trading of Warehouse Shares.

None of the statements in this paragraph 9 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

View of the Warehouse Independent Directors

In considering the recommendation of the Acquisition to Warehouse Shareholders, the Warehouse Independent Directors have given due consideration to Bidco's intentions stated above.

10.       Warehouse share plans and management incentive arrangements

As at the Latest Practicable Date, there were no Warehouse Shares that may be issued to any current or former director, officer, adviser or employee of the Wider Warehouse Group, the Investment Manager or the Investment Advisor, pursuant to the Investment Management Agreement, any employee share option, employee share award or any incentive scheme, benefit plan or arrangement relating to the employment or engagement or termination of employment or engagement of the relevant person.

11.       Financing Arrangements

The cash consideration payable by Bidco under the terms of the Acquisition will be funded from equity to be invested by Blackstone Funds. In connection with the financing of Bidco, Blackstone Funds have entered into the Equity Commitment Letter.

In accordance with Rule 2.7(d) of the Takeover Code, Rothschild & Co, as lead financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy in full the cash consideration payable to Warehouse Shareholders under the terms of the Acquisition.

12.       Offer-related Arrangements

Confidentiality Agreement

Blackstone Real Estate Services LLC and Warehouse entered into a confidentiality agreement on 30 March 2025 (the "Confidentiality Agreement") pursuant to which Blackstone Real Estate Services LLC has undertaken to keep confidential certain information related to the Acquisition and to Warehouse and not to disclose it to third parties (other than to authorised recipients) unless required by law or regulation. These confidentiality obligations shall remain in force until the first to occur of (a) the Acquisition becoming effective or unconditional in all respects or (b) two years from the date of the Confidentiality Agreement.

Under the terms of the Confidentiality Agreement, Blackstone Real Estate Services LLC has also agreed to customary standstill provisions pursuant to which it has agreed that it will not (other than in limited circumstances) acquire any Warehouse Shares. This restriction ceases immediately following the making of this Announcement.

13.       Structure of and Conditions to the Acquisition

It is intended that the Acquisition shall be effected by means of a Court-approved scheme of arrangement between Warehouse and the Scheme Shareholders under Part 26 of the Companies Act. Bidco reserves the right to elect, however, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Takeover Offer.

The purpose of the Scheme is to provide for Bidco to become the holder of the entire issued and to be issued ordinary share capital of Warehouse. This is to be achieved by the transfer of the Scheme Shares to Bidco, in consideration for which the Scheme Shareholders who are on the register of members of Warehouse at the Scheme Record Time shall receive Cash Consideration on the basis set out in paragraph 2 of this Announcement.

The Scheme is subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document and the Forms of Proxy and will only become effective if, among other things, the following events occur on or before the Long Stop Date or such later date as may be agreed in writing by Bidco and Warehouse (with the Panel's consent and as the Court may approve (if such approval(s) are required)):

(i)         the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote (and entitled to vote), whether in person or by proxy, at the Court Meeting and who represent 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders;

(ii)        the Resolution required to implement the Scheme being duly passed by Warehouse Shareholders by the requisite majority of Warehouse Shareholders at the General Meeting;

(iii)        the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Warehouse and Bidco); and

(iv)       the delivery of a copy of the Court Order to the Registrar of Companies.

The Scheme shall lapse (under the authority of Rule 13.5(b) of the Takeover Code) if:

·            the Court Meeting and the General Meeting are not held by the 22^nd day after the expected date of the Court Meeting and the General Meeting, such date to be set out in the Scheme Document (or such later date as may be agreed between Bidco and Warehouse, with the Panel's consent);

·            the Court Hearing to approve the Scheme is not held by the 22^nd day after the expected date of such Court Hearing as will be set out in the Scheme Document (or such later date as may be agreed between Bidco and Warehouse, with the Panel's consent); or

·            the Scheme does not become effective by the Long Stop Date,

provided however that the deadlines for the timing of the Court Meeting, the General Meeting and the Court Hearing to approve the Scheme as set out above may be waived by Bidco, and the deadline for the Scheme to become effective may be extended by agreement between Warehouse and Bidco (with the Panel's consent and as the Court may approve (if such consent and/or approval is required)).

If any Condition in paragraph 2 of Appendix I to this Announcement is not capable of being satisfied by the date specified therein, Bidco shall make an announcement through a Regulatory Information Service as soon as practicable and, in any event, by not later than 8.00 a.m. on the Business Day following the date so specified, stating whether Bidco has invoked that Condition, (where applicable) waived that Condition or, with the agreement of Warehouse and, where required, the consent of the Panel, specified a new date by which that Condition must be satisfied.

Once the necessary approvals from Warehouse Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been sanctioned by the Court, the Scheme will become effective upon delivery of a copy of the Court Order to the Registrar of Companies. The Conditions include the anti-trust Condition set out in paragraph 2(b) of Appendix I to this Announcement. This Condition is expected to be satisfied in time to allow for the Scheme to become effective during the final quarter of 2025.

Upon the Scheme becoming effective, (i) it shall be binding on all Warehouse Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting and (ii) share certificates in respect of Warehouse Shares will cease to be valid and entitlements to Warehouse Shares held within the CREST system will be cancelled. In accordance with the applicable provisions of the Takeover Code, the consideration for the transfer of the Scheme Shares to Bidco will be despatched within 14 days of the Effective Date.

Any Warehouse Shares (other than any Excluded Shares) issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolution will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Warehouse Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of the Articles (as amended) will prevent any person (other than Bidco and its nominees) holding shares in the capital of Warehouse after the Effective Date.

Further details of the Scheme, including an indicative timetable for its implementation, shall be set out in the Scheme Document, which will specify the necessary actions to be taken by Warehouse Shareholders. It is expected that the Scheme Document and the Forms of Proxy accompanying the Scheme Document will be published as soon as reasonably practicable and, in any event, within 28 days of this Announcement (unless Warehouse and Bidco otherwise agree, and the Panel consents) and that the Court Meeting and the General Meeting are expected to be held in July 2025. The Scheme Document and Forms of Proxy will be posted to all Warehouse Shareholders.

14.       De-listing and re-registration

Prior to the Scheme becoming effective, Warehouse shall make an application for the cancellation of the listing of Warehouse Shares on the FCA's Official List and for the cancellation of trading of the Warehouse Shares on the London Stock Exchange's Main Market for listed securities to take effect from or shortly after the Effective Date.

The last day of dealings in Warehouse Shares on the London Stock Exchange's Main Market for listed securities is expected to be the Business Day immediately prior to the Effective Date following which all Warehouse Shares will be suspended from the FCA's Official List and from trading on the London Stock Exchange's Main Market for listed securities, and Warehouse Shares will be disabled in CREST.

15.       Disclosure of interests in Warehouse

Save in respect of the irrevocable undertakings referred to in paragraph 6 above, as at the close of business on the Latest Practicable Date, neither Bidco, nor any of its directors nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Takeover Code) with it had: (i) any interest in or right to subscribe for any relevant securities of Warehouse; (ii) any short positions in respect of relevant securities of Warehouse (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) any dealing arrangement of the kind referred to in Note 11 on the definition of 'acting in concert' in the Takeover Code, in relation to the relevant securities of Warehouse; nor (iv) borrowed or lent any relevant securities of Warehouse (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code), save for any borrowed shares which had been either on-lent or sold.

"relevant securities of Warehouse" means Warehouse Shares or securities convertible or exchangeable into Warehouse Shares.

"Interests in securities" for these purposes and within the meaning of the Takeover Code arise, in summary, when a person has 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.

16.    General

Switching to a Takeover Offer

Bidco reserves the right to elect, with the consent of the Panel (where necessary), to implement the Acquisition by way of a Takeover Offer ("Switch"). In the event of a Switch:

(i)         the acceptance condition that will apply to the Takeover Offer shall be determined by Bidco after (to the extent necessary) consultation with the Panel, being in any case more than 50 per cent. of the Warehouse Shares, and Bidco shall ensure that the only conditions of the Takeover Offer shall be the conditions set out in Appendix 1 Part A to this Announcement (subject to replacing Condition 1 therein with the acceptance condition referred to above). In all other respects, in the event of a Switch, the Acquisition shall be implemented on substantially the same terms, so far as applicable, as those which would apply to a Scheme, subject to appropriate modifications or amendments which may be required by the Panel or which are necessary as a result of such Switch; and

(ii)         Bidco shall ensure that the Takeover Offer remains open for acceptances for at least 21 days following the Takeover Offer becoming or being declared unconditional.

If the Acquisition is effected by way of a Takeover Offer and such Takeover Offer becomes or is declared unconditional and sufficient acceptances are received, Bidco intends to apply the provisions of the Companies Act to compulsorily acquire any outstanding Warehouse Shares to which such Takeover Offer relates, and for the listing of Warehouse Shares on the Main Market of the London Stock Exchange to be cancelled.

Miscellaneous

The Acquisition shall be made subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The bases and sources of certain financial information contained in this Announcement are set out in Appendix II to this Announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix III to this Announcement. The property valuation report for Warehouse (as at 31 March 2025) prepared by CBRE is set out in Appendix IV to this Announcement pursuant to Rule 29 of the Takeover Code. Certain terms used in this Announcement are defined in Appendix V to this Announcement.

In the event that Warehouse's property portfolio was to be sold at the valuations contained in the property valuation report set out in Appendix IV to this Announcement, any gains realised on such disposals may be subject to taxation in the UK.

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). In connection with the Acquisition it is not contemplated that the aforementioned liability to taxation will crystallise.

For the purposes of Rule 29.5 of the Takeover Code, the Warehouse Board confirms that CBRE has confirmed to it that an updated valuation as at the date of this Announcement of Warehouse's property portfolio valued by CBRE would not be materially different to the valuation given by CBRE as at 31 March 2025 and contained in the CBRE valuation report set out in Appendix IV to this Announcement.

The Scheme will be governed by the laws of England and Wales and be subject to the jurisdiction of the Court and to the conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document. The Acquisition will also be subject to the applicable requirements of the Financial Conduct Authority, the London Stock Exchange, the Panel, the Takeover Code and the Listing Rules. This Announcement does not constitute, or form part of, an offer or invitation to purchase Warehouse Shares or any other securities.

Rothschild & Co, Deutsche Numis, Jefferies and Peel Hunt have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

CBRE has given and not withdrawn its consent to the publication of its valuation report in this Announcement and the inclusion herein to the references to its name, in each case, in the form and context in which it is included.

17.       Documents available on website

Copies of the following documents shall be made available, subject to certain restrictions relating to persons residing in Restricted Jurisdictions on Warehouse's website at https://www.warehousereit.co.uk/investors/possible-offer-for-warehouse-reit/ until the end of the Acquisition:

·            this Announcement;

·            the irrevocable undertakings referred to in paragraph 6 above and summarised in Appendix III to this Announcement;

·            the Confidentiality Agreement;

·            the Equity Commitment Letter;

·            the property valuation report set out in Appendix IV to this Announcement from CBRE;

·            the no material change letter from CBRE; and

·            the consents from financial advisers to being named in this Announcement.

Neither the contents of the websites referred to in this Announcement nor the contents of any website accessible from hyperlinks is incorporated in, or forms part of, this Announcement.

Enquiries:

Simpson Thacher & Bartlett LLP is retained as legal adviser to Blackstone and Bidco. Reed Smith LLP is retained as legal adviser to Warehouse.

Important Notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Blackstone and Bidco and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than Blackstone and Bidco for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement.

Numis Securities Limited (trading as Deutsche Numis) ("Deutsche Numis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Blackstone and Bidco and no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Blackstone and Bidco for providing the protections afforded to clients of Deutsche Numis, nor for providing advice in relation to the Acquisition or any matter referred to herein. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with this announcement, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Warehouse and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Warehouse for providing the protections afforded to clients of Jefferies or for providing advice in relation to the matters referred to in this Announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees and agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Warehouse and for no one else in connection with the Acquisition and/or any other matter referred to in this Announcement and will not be responsible to anyone other than Warehouse for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or 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 Peel Hunt in connection with this announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or in the event that the Acquisition is to be implemented by means of a Takeover Offer, the takeover offer document) which shall contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This Announcement has been prepared for the purpose of complying with English 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.

Warehouse shall prepare the Scheme Document to be distributed to Warehouse Shareholders. Warehouse and Bidco urge Warehouse Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and/or regulations. Persons who are not resident in the United Kingdom or who are subject to the laws and regulations of other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws or regulations in that jurisdiction and no person may vote in favour of the Acquisition 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 all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, into or from such jurisdictions where to do so would violate the laws in those jurisdictions. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), such Takeover Offer may not be made available directly or indirectly, into or from or by the use of mails or 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 and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of the Acquisition to Warehouse Shareholders who are not resident in the United Kingdom (and, in particular, their ability to vote their Scheme Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. The Acquisition shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority and the Listing Rules. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Additional Information for US Investors

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to disclosure requirements and practices applicable to schemes of arrangement involving a target company incorporated in the UK listed on the London Stock Exchange, which are different from the disclosure requirements of the US under the US proxy solicitation and tender offer rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with accounting standards applicable in the UK 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 US.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disproved or passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is adequate, accurate or complete.

If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Such a takeover would be made in the United States by Bidco and no one else.

The receipt of cash pursuant to the Acquisition by a US holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Warehouse Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US holders to enforce their rights and any claims arising out of the US federal securities laws, since Warehouse is located in a country other than the US, and all of its officers and directors are residents of countries other than the US. US holders 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 judgement.

In accordance with normal UK practice and consistent with Rule 14e-5 under the US Exchange Act, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, shares in Warehouse outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and will comply with applicable law, including to the extent applicable the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the US to the extent that such information is made public in the UK.

Forward Looking Statements

This Announcement (including information incorporated by reference in the Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Warehouse contain certain statements, beliefs or opinions, with respect to the financial condition, results of operations and business of Bidco and Warehouse which are or may be deemed to be "forward looking statements". These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "envisage", "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 Warehouse, and/or Bidco, 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 will 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 by Warehouse and Bidco that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to any member of the Bidco Group or Warehouse Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. Neither Warehouse nor Bidco nor Blackstone assumes any obligation and Warehouse and Bidco and Blackstone disclaim any intention or 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 regulation (including under the Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA).

EXCEPT AS EXPRESSLY PROVIDED IN THE ANNOUNCEMENT, THE FORWARD-LOOKING STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF WAREHOUSE, BLACKSTONE OR BIDCO OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD SIGNIFICANTLY AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY ASSUMPTIONS. 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 IS THE SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER BIDCO NOR WAREHOUSE, NOR ANY OF THEIR RESPECTIVE ASSOCIATES OR DIRECTORS, OFFICERS OR ADVISERS, PROVIDES ANY REPRESENTATION, ASSURANCE OR GUARANTEE THAT THE OCCURRENCE OF THE EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.

No Profit Forecasts, Estimates or Quantified Benefits Statements

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Warehouse for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Warehouse.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 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 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 1 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 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 (0)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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Warehouse Shareholders and other relevant persons for the receipt of communications from Warehouse may be provided to Bidco during the Offer Period as requested under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Warehouse's website at https://www.warehousereit.co.uk/investors/possible-offer-for-warehouse-reit/, in each case by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, neither the content of this website nor of any website accessible from any hyperlinks set out in this Announcement are incorporated into or form part of this Announcement.

You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this Announcement will not be provided unless such a request is made.

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.

General

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 a resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.