SEGRO "SEGRO / Prologis: Latest Developments and Key Next Steps" (Restricted)

Research evidence excerpt

SEGRO "SEGRO / Prologis: Latest Developments and Key Next Steps" (Restricted)

ne whether to support the transaction despite the Board's recommendation.

Potential for Revised or Competing Offers

The UK Takeover Code provides a framework for revised offers and competing bids

during an offer period. If a revised, or if a competing proposal emerges, SEGRO's Board

would assess those proposals and communicate its views to shareholders.

Shareholder Approval Process

For a recommended acquisition, implementation could occur through either a scheme

of arrangement or a contractual takeover offer. Under a scheme of arrangement, SEGRO

shareholders would be asked to vote at meetings convened for that purpose. Approval

of a scheme of arrangement requires at least 75% of votes cast by value to be cast in

favour at the Court Meeting, together with the other statutory requirements applicable

to a scheme of arrangement. If approved by shareholders, the transaction would also

require court sanction before becoming effective.

Alternatively, an offer could be implemented as a contractual takeover offer, under

which Prologis would seek acceptances directly from shareholders. Under this structure,

control can generally be obtained once acceptances representing more than 50% of the

voting rights have been secured, although offer terms may include a higher acceptance

threshold. If the bidder ultimately acquires 90% or more of the shares subject to the

offer, UK company law provides a mechanism through which the remaining shares may

generally be acquired compulsorily.

Regulatory Approvals and Conditions

Regardless of structure, completion would remain subject to any required regulatory and

competition clearances, together with other conditions set out in the formal offer

documentation.