SEGRO (SGRO) M&A Announcement summary

Deal rationale and strategic fit

• Acquisition brings a prime portfolio of modern, sustainable logistics assets in major European hubs, with 84% of value in SEGRO's core Continental European markets and a strong presence in Germany and the Netherlands.

• The deal enhances SEGRO's operational scale, market reach, and portfolio diversification, complementing existing assets.

• Both companies focus on prime assets in resilient logistics hubs, strengthening SEGRO's position in key markets.

• Tritax EuroBox shareholders gain immediate value uplift and the option to retain sector exposure via SEGRO shares or realize value through SEGRO's greater liquidity.

• The combined group will have a diversified, high-quality customer base and strengthened balance sheet.

Financial terms and conditions

• All-share offer: 0.0765 SEGRO shares per Tritax EuroBox share, plus up to 2.5 cents per share in interim dividends.

• Implied offer value of 68.4p per share, a 27% premium to the undisturbed price, valuing Tritax EuroBox at £552m and enterprise value at £1,101m.

• Tritax EuroBox shareholders will own 4% of SEGRO post-completion; SEGRO shareholders will own 96%.

• SEGRO will assume Tritax EuroBox's existing debt at a weighted average cost of 1.5% and 3-year duration.

• Pro forma loan-to-value expected to be around 30%, with net debt of £5.8bn and £2.1bn in cash and undrawn facilities.

Synergies and expected cost savings

• Internalization of asset management will terminate Tritax's external management agreement, saving €9.3m in annual fees and reducing corporate costs.

• Expected immediate accretion to adjusted EPS and EPRA NTAPS post-completion.