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.
NEITHER THIS ANNOUNCEMENT NOR THE ANNOUNCEMENTS BY PROLOGIS TO DATE ARE 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 20 JULY 2026, AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE MADE.
FOR IMMEDIATE RELEASE
20 July 2026
STATEMENT REGARDING POSSIBLE OFFER
The Board of SEGRO plc ("SEGRO" or the "Company") notes the announcement by Prologis, Inc. ("Prologis") and confirms that, on 17 July 2026, it received a further revised indicative proposal from Prologis regarding a possible offer for the entire issued and to be issued share capital of the Company (the "Further Revised Proposal").
The terms of the Further Revised Proposal comprise 0.0890 new Prologis shares for each SEGRO share. The Further Revised Proposal also includes a partial cash alternative of up to £2.7 billion, representing 20% of the total consideration. Based on Prologis's closing share price of $149.8 and a GBP:USD exchange rate of 1.35 as at market close on 17 July 2026, and assuming that all SEGRO shareholders were to elect in full for the partial cash alternative, the Further Revised Proposal values each SEGRO share at 993p, or at 958p based on the Volume Weighted Average Price of Prologis's shares over the last 3-month period1.
The Further Revised Proposal follows a second, private proposal made by Prologis at an exchange ratio of 0.0875 per Prologis share, after Prologis's initial proposal of 0.0840 per Prologis share.
The Board of SEGRO carefully reviewed the Further Revised Proposal, together with its advisers, and concluded that SEGRO's compelling growth strategy and standalone prospects underpin superior value creation versus the Further Revised Proposal. Accordingly, the Board unanimously rejected the Further Revised Proposal.
Despite this rejection, SEGRO engaged and met with Prologis management yesterday to understand Prologis' ability to improve its financial terms to a level that could be capable of being recommended by the Board of SEGRO. Prologis provided no new information in this meeting and made no improvement to the Further Revised Proposal.
Should Prologis submit an improved proposal that more appropriately reflects the value of SEGRO's compelling prospects, SEGRO would continue to make themselves available to engage further with Prologis.
The Board also confirms that it received an unsolicited proposal from Prologis regarding a possible offer for SEGRO in March 2024 (the "2024 Proposal"). The 2024 Proposal was unanimously rejected on the basis that it implied only a 10%2 premium to SEGRO's prevailing share price and failed to recognise SEGRO's compelling standalone prospects. In July 2024, following a period of relative outperformance by SEGRO, the 2024 Proposal translated to a discount to SEGRO's prevailing share price, which was trading at a premium to NAV.
Prologis's proposals have been opportunistically timed to capitalise on a dislocated share price and just as SEGRO's markets are inflecting and momentum is accelerating. The effect would be to transfer the benefits of SEGRO's considerable embedded value and this significant progress to Prologis shareholders before they are fully reflected in SEGRO's earnings and valuation.
The Board has been engaging extensively with its shareholders in forming its views and will continue to do so going forwards.
SEGRO will make a further announcement later today.
Andy Harrison, Chairman of SEGRO, commented:
"The Board does not believe that Prologis's latest proposal to acquire SEGRO reflects the quality, scarcity or long-term prospects of SEGRO's portfolio and platform and has been rejected unanimously by the Board.
The Board is seeking to maximise value for shareholders and would further engage on any proposal which appropriately reflects the considerable embedded value and prospects of our business.
We will continue to engage with our shareholders and remain focused on executing our clear strategy that underpins superior value creation."
SEGRO urges shareholders to take no action in relation to Prologis's Revised Proposal.
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 | +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 21 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
Neither this announcement nor the announcements by Prologis to date are announcements of a firm intention to make an offer under Rule 2.7 of the Code. There can be no certainty that a firm offer will be made nor, save as set out in the Prologis announcement of 20 July 2026 as to the terms on which any offer might be made.
This announcement has been made without the consent of Prologis.
In accordance with Rule 2.6(a) of the Code, Prologis is required, by not later than 5.00pm (London time) on 22 July 2026, being 28 days after 24 June 2026, to either 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. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
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.
Sources of information and bases of calculation
(1) The 958p is calculated based on the Volume Weighted Average Price of Prologis's shares over the last 3 month period between 17 April 2026 and 17 July 2026 of $142.9 and the average GBP:USD FX rate of 1.34 over the same period.
(2) The terms of the 2024 Proposal comprised 0.092 new Prologis shares for each SEGRO share. As at 6 March 2024 (the day prior to the receipt of the 2024 Proposal), the 2024 Proposal was worth 960p per SEGRO share based on an exchange ratio of 0.092, Prologis's closing share price of $133.08 and a GBP:USD exchange rate of 1.27. This represented a 10% premium to the closing share price of 873p per SEGRO share as at 6 March 2024.
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