Statement regarding Warehouse REIT PLC (“Warehouse REIT”, or the “Company”)

Blackstone Europe LLP (“Blackstone”) and Sixth Street Partners, LLC (“Sixth Street”) on behalf of certain of their respective affiliated investment funds or vehicles (together the “Consortium”) note the recent media speculation in relation to Warehouse REIT.

The Consortium confirms that on 23 February 2025 it made a fourth indicative all cash proposal to the Board of Warehouse REIT of 110.5 pence per share for the entire issued and to be issued share capital of Warehouse REIT (the “Fourth Indicative Proposal”). This proposal, which follows three prior proposals, was rejected by the Board of Warehouse REIT on 28 February 2025.

The Fourth Indicative Proposal, which is inclusive of the third interim dividend of 1.6 pence per Warehouse REIT share declared on 19 February 2025, values the issued, and to be issued, ordinary share capital of Warehouse REIT at approximately £470 million, and represents:

·      a premium of 34.1 per cent to the closing price of 82.4 pence on 28 February 2025;

·      a premium of 34.8 per cent to the 1-month volume weighted average share price of 82.0 pence on 28 February 2025;

·      a premium of 36.9 per cent to the 3-month volume weighted average share price of 80.7 pence on 28 February 2025; and

·      a premium of 0.8 per cent to the two-year high closing share price of 109.6 pence on 17 April 2023.

The Consortium believes the Fourth Indicative Proposal provides a highly deliverable and compelling alternative to shareholders, attributing a full valuation for the Company and its future prospects.

The Consortium is considering its position and accordingly there can be no certainty that any offer for the Company will be made.