RNS announcement

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION OR SOLICITATION TO PURCHASE SHARES IN ANY JURISDICTION. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN OR SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

24 May 2022

Warehouse REIT plc

(the 'Company' or 'Warehouse REIT')

Notification of proposed admission to the premium segment of the Main Market and cancellation of trading on AIM

Warehouse REIT, the AIM-listed company that invests in logistics, e-commerce, industrial and last-mile warehouse assets in the UK, announces its intention to apply for the Company's ordinary shares (the "Ordinary Shares") to be admitted to listing on the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the premium segment of the main market (the "Main Market") of the London Stock Exchange plc (the "London Stock Exchange") (together "Admission"). The Company's admission to trading on AIM will be cancelled with effect from Admission.

The Directors believe that Admission will align the Company with similarly sized companies in its sector and it is in the best interests of the Company and its shareholders for the following reasons:

·    the Company will have access to a potentially larger pool of capital which may improve the liquidity of the Ordinary Shares on the secondary market;

·    the premium listing is expected to broaden the appeal to a wider range of investors;

·    the premium listing will enable the Company to be eligible for inclusion in a broader range of equity indices including the FTSE's EPRA and UK Index Series which may further facilitate increased liquidity of the Ordinary Shares;

·    a premium listing may enhance the Company's corporate profile and recognition with increased media coverage and investor interest; and

·    the Company will be required to comply with the higher standards of governance required of premium listed companies under the FCA's Listing Rules and related regulations and guidance.

Admission is subject to the approval by the FCA of a prospectus in connection with Admission (the "Prospectus"). The Company confirms that preparations in respect of Admission are well progressed and accordingly the Company hereby gives notice of the intended cancellation of trading of its Ordinary Shares on AIM in accordance with Rule 41 of the AIM Rules for Companies. It is expected that the Company will publish the Prospectus in or around late-June. It is expected that Admission will occur, and the Company's admission to trading on AIM will be cancelled simultaneously, in July and in any event on a date not earlier than 23 June 2022 (being at least 20 business days after the date of this announcement).

Admission is not expected to be conditional upon any shareholder approval.

Peel Hunt LLP and Jefferies International Limited are acting as joint sponsors in connection with Admission.

Neil Kirton, Chairman of Warehouse REIT, commented: "The industrial real estate sector continues to benefit from strong underlying fundamentals, with an acute shortage of new and vacant space and strong occupational demand as our customers continue to adapt to changes in supply chains and uncertain global conditions. This is increasingly leading to rental growth which we are currently observing across our assets.  We remain focused on scaling the portfolio, adding high-quality and well-located logistics, e-commerce, urban and last-mile industrial assets alongside progressing a number of major asset management initiatives. 

"Following the successful deployment of the substantial capital raised to date as an AIM company, we have now amassed a sizeable portfolio of 91 estates, secured at an attractive blended NIY entry valuation. Following continued dialogue with shareholders, the board believes that a Main Market listing is the most effective platform to enable us to further grow and diversify our shareholder register and asset portfolio. We look forward to delivering further strong performance for shareholders."

Further information on Warehouse REIT is available on its website:

http://www.warehousereit.co.uk

Notes to editors:             

Warehouse REIT is an AIM listed UK Real Estate Investment Trust that invests in logistics, e-commerce, industrial and last-mile warehouse assets in strategic locations in the UK.

Occupier demand for urban warehouse space is increasing as the structural growth in e-commerce has driven the rise in internet shopping and consequently investment by retailers in the last mile delivery sector, yet supply remains constrained giving rise to rental growth.

The Company is an alternative investment fund ("AIF") for the purposes of the AIFM Directive and as such is required to have an investment manager who is duly authorised to undertake the role of an alternative investment fund manager. The Investment Manager is currently G10 Capital Limited and Tilstone Partners Limited are the Investment Adviser.

The Company's purpose is to own and manage warehouses in economically vibrant urban areas across the UK, providing the space its occupiers need for their businesses to thrive.

As the Company grows, its vision is to become the UK's warehouse provider of choice.

The Company's shares were admitted to trading on AIM in 2017.

Important Notice:

This announcement does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, shares in the Company in any jurisdiction. The distribution of this announcement outside the United Kingdom may be restricted by law. No action has been taken by the Company that would permit possession of this announcement in any jurisdiction outside the UK where action for that purpose is required. Persons outside the United Kingdom who come into possession of this announcement should inform themselves about the distribution of this Announcement in their particular jurisdiction. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Ordinary Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States. The Ordinary Shares may not be offered, sold, resold, transferred or delivered, directly or indirectly, within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States.

Each of Jefferies International Limited ("Jefferies") and Peel Hunt LLP ("Peel Hunt"), which are authorised and regulated in the United Kingdom by the UK Financial Conduct Authority, are acting exclusively as joint sponsors for the Company and no one else in connection with Admission. Neither Jefferies nor Peel Hunt will regard any other person as their respective clients in relation to the subject matter of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

This announcement is the sole responsibility of the Company. None of Jefferies, Peel Hunt or any of their respective operating partners, co-investors and joint venture partners, or any of their respective parent or subsidiary undertakings, or the subsidiary undertakings of any such parent undertakings, or any of such person's respective directors, officers, employees, agents, affiliates or advisers or any other person ("their respective affiliates") accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Jefferies, Peel Hunt and their respective affiliates accordingly disclaim all and any liability whatsoever whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith. No representation or warranty, express or implied, is made by Jefferies, Peel Hunt or any of their respective affiliates as to the accuracy, fairness, completeness or sufficiency of the information contained in this announcement.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements" (including words such as "believe", "expect", "estimate", "intend", "anticipate" and words of similar meaning). By their nature, forward-looking statements involve risk and uncertainty since they relate to future events and circumstances, and actual results may, and often do, differ materially from any forward-looking statements. Any forward-looking statements in this announcement reflect the Company's view with respect to future events as at the date of this announcement. Save as required by applicable law, the Company undertakes no obligation to publicly revise any forward-looking statements in this announcement, whether following any change in its expectations or to reflect events or circumstances after the date of this announcement.