Tritax Big Box REIT (BBOX) M&A Announcement summary

Deal rationale and strategic fit

• Consolidates a leading position in UK logistics REITs, creating a £7.4bn portfolio and expanding into high-growth urban logistics markets, enhancing liquidity and cost of capital for shareholders.

• Increases exposure to supply-constrained urban and last-mile logistics, complementing existing big box assets and broadening client offerings.

• Unlocks value from development land and leverages expertise in asset management, innovation, and prior successful integrations.

• Broadens client base and diversifies income streams through a wider range of property sizes and locations.

• Addresses sector headwinds such as share price dislocation, higher interest rates, and limited access to capital for sub-scale REITs.

Financial terms and conditions

• Each Warehouse share receives 0.4236 new shares and 47.2p in cash, plus entitlement to July and October 2025 dividends (up to 1.6p each), valuing the company at £485.2m and representing a 38.6% premium to the undisturbed price.

• Warehouse shareholders will own about 6.8% of the combined group post-completion.

• Cash consideration funded by a £600m unsecured loan facility arranged by Banco Santander, with an 18-month term.

• Pro forma LTV expected below 32%, within the medium-term target of below 35%.

• Combined average cost of debt is 3.2% with an average maturity of 4.4 years; 93% of debt is fixed or hedged.

Synergies and expected cost savings

• Immediate annual cost savings of £5.5m, including £4.9m from management fees and £0.6m from administrative efficiencies, representing a 70% reduction in administrative costs.

• One-off integration cost of £12.35m to terminate the existing investment management agreement.

• Lower cost of capital expected due to improved credit rating and unified management.

• Cost savings expected to drive adjusted EPS accretion and dividend progression in the first full year post-completion.

• No material dis-synergies anticipated; further integration costs expected to be immaterial.