Statement re Possible Offer and Extension of PUSU
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
THE ANNOUNCEMENTS BY PROLOGIS TO DATE ARE NOT ANNOUNCEMENTS OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THERE CAN BE NO CERTAINTY THAT A FIRM OFFER WILL BE MADE NOR, SAVE AS SET OUT IN THE PROLOGIS ANNOUNCEMENT OF 22 JULY 2026, AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
FOR IMMEDIATE RELEASE
22 July 2026
STATEMENT REGARDING POSSIBLE OFFER AND EXTENSION OF PUSU
The Board of SEGRO plc ("SEGRO" or the "Company") notes the announcement by Prologis, Inc. ("Prologis") on 22 July 2026 (the "Prologis Announcement") regarding a best and final possible offer for the entire issued and to be issued share capital of the Company (the "Fourth Proposal"). The Board of SEGRO has carefully reviewed the Fourth Proposal with its advisers and has discussed it with Prologis today.
The terms of the Fourth Proposal comprise 0.0920 new Prologis shares for each SEGRO share. The Fourth Proposal also includes a partial cash alternative of up to £3.5 billion, representing 25% of the total consideration. Based on Prologis's closing share price of $149.94 and a GBP:USD exchange rate of 1.3371 as at market close on 21 July 2026, and assuming that all SEGRO shareholders were to elect in full for the partial cash alternative, the Fourth Proposal values each SEGRO share at 1,031.7p.
As set out in the Prologis Announcement, under the terms of the Fourth Proposal, SEGRO shareholders will be entitled to receive and retain certain permitted dividends without a reduction in the terms of the Fourth Proposal. SEGRO also confirms that it would expect shareholders to receive and retain the 2026 Final Dividend of up to 22.56 pence per share prior to the completion of any Scheme of Arrangement in relation to a firm offer for SEGRO.
As such, under the terms of the Fourth Proposal as set out above, and including the 2026 Final Dividend, each SEGRO shareholder would be entitled to receive a total value of up to 1,054.3 pence per SEGRO share.
Additionally, SEGRO shareholders would be entitled to receive the Permitted Dividends as set out in Prologis's announcement on 22 July 2026. This includes the 2026 interim dividend of up to 10.14 pence per SEGRO share.
Also following the discussions today, Prologis will commit contractually to SEGRO to establish a secondary listing of Prologis shares on the London Stock Exchange on or prior to completion, should it announce a firm offer for SEGRO.
The Fourth Proposal is expressed to be Best and Final. Accordingly, the Fourth Proposal will not be increased, except that Prologis has reserved the right to increase and/or otherwise improve the Fourth Proposal if: (i) there is an announcement on or after the date of the Prologis Announcement of an offer or possible offer (including a partial offer involving the acquisition or consolidation of control (as defined in the Code)) for SEGRO by a third party offeror(s) or potential offeror(s) (whether identified or not), or (ii) the Takeover Panel otherwise provides its consent (which will only be provided in wholly exceptional circumstances).
The Board of SEGRO has unanimously concluded that the financial terms of the Fourth Proposal are at a level that it would be minded to recommend to SEGRO shareholders should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced by Prologis on such financial terms. This would be subject to the satisfactory completion of confirmatory due diligence by Prologis, and agreement on all other terms and conditions of the offer and definitive transaction documentation.
Accordingly, the Board of SEGRO has requested, and the Takeover Panel has consented to, an extension to the date by which Prologis is required either to announce a firm intention to make an offer for SEGRO in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00pm (London time) on 12 August 2026. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
The person responsible for arranging the release of this announcement on behalf of SEGRO is Stephanie Murton, Company Secretary.
CONTACT DETAILS FOR INVESTOR / ANALYST AND MEDIA ENQUIRIES:
| SEGRO | Susanne Schroeter (Chief Financial Officer) | +44 (0) 20 3887 4300 |
| Claire Mogford (Head of Investor Relations) | +44 (0) 7710 153 974 +44 (0) 20 7451 9048 | |
| Evercore (Joint Lead Financial Adviser) | Simon Warshaw Kunal Ranpara Ella Brown | +44 (0) 20 7653 6000 |
| Morgan Stanley (Joint Lead Financial Adviser and Joint Corporate Broker) | Nick White Anthony Zammit Tom Perry | +44 (0) 20 7425 8000 |
| UBS (Financial Adviser and Joint Corporate Broker) | Jonathan Retter Aadhar Patel George Dracup | +44 (0) 20 7567 8000 |
| Goldman Sachs (Financial Adviser) | Anthony Gutman Trent Wilkins Tom Macdonald | +44 (0)20 7774 1000 |
| FTI Consulting | Richard Sunderland Ed Bridges Alex Le May | +44 (0) 7894 797 067 +44 (0) 7768 216 607 +44 (0) 7702 443 312 |
Slaughter and May is acting as legal adviser to SEGRO.
Rule 26.1 disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available on SEGRO's website at https://www.SEGRO.com/investors/ (subject to certain restrictions relating to persons resident in restricted jurisdictions) by no later than 12 noon (London time) on 23 July 2026 (being the business day following the date of this announcement). The content of any website referred to in this announcement is not incorporated into, and does not form part of, this announcement.
Important notices
This announcement is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for or sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction. The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions may be restricted by law and therefore persons in such jurisdictions should inform themselves about and observe such restrictions.
Evercore Partners International LLP ("Evercore"), which is authorised and regulated by the FCA in the UK, is acting exclusively as financial adviser to SEGRO and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than SEGRO for providing the protections afforded to clients of Evercore nor for providing advice in connection with the matters referred to herein. Neither Evercore 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 Evercore in connection with this Announcement, any statement contained herein, any offer or otherwise. Apart from the responsibilities and liabilities, if any, which may be imposed on Evercore by the Financial Services and Markets Act 2000, or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Evercore nor any of its affiliates accepts any responsibility or liability whatsoever for the contents of this Announcement, and no representation, express or implied, is made by it, or purported to be made on its behalf, in relation to the contents of this Announcement, including its accuracy, completeness or verification of any other statement made or purported to be made by it, or on its behalf, in connection with SEGRO or the matters described in this Announcement. To the fullest extent permitted by applicable law, Evercore and its affiliates accordingly disclaim all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement, or any statement contained herein.
Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the UK is acting exclusively as financial adviser to SEGRO and no one else in connection with the matters set out in this announcement. In connection with such matters, Morgan Stanley, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any person other than SEGRO for providing the protections afforded to clients of Morgan Stanley or for providing advice in connection with the matters set out in this announcement or any other matter referred to herein.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the FCA and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as financial adviser to SEGRO and no one else in connection with the matters set out in this announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matter referred to herein.
Goldman Sachs International ("Goldman Sachs"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively as financial adviser to SEGRO and for no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than SEGRO for providing the protections afforded to clients of Goldman Sachs, or for providing advice in connection with the matters referred to in this announcement or any other matter referred to herein.
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