MLI.L Regulatory News (MLI)

 INDUSTRIALS REIT LIMITED

(Formerly Stenprop Limited)

(Registered in Guernsey with registration number 64865)

LSE share code: MLI JSE share code: MLI

ISIN: GG00BFWMR296

("Industrials REIT" or the "Company")

17 December 2021

NOTICE TO INDUSTRIALS REIT SHAREHOLDERS IN RESPECT OF AN ELECTION TO RECEIVE EITHER A CASH DIVIDEND OR A SCRIP DIVIDEND

CASH DIVIDEND OR SCRIP DIVIDEND

On Friday, 3 December 2021 it was announced that the board of directors of the Company (the "board") had approved and declared an interim dividend of 3.375 pence per share (the "dividend") in respect of the six months ended 30 September 2021. It was further announced that the board intended to offer shareholders the option to receive in respect of all or a part of their Industrials REIT shareholding either a scrip dividend by way of an issue of new Industrials REIT shares (of the same class as existing shares) credited as fully paid up (the "scrip dividend"), or a cash dividend (the "cash dividend"). The cash dividend will be paid to shareholders unless shareholders elect to receive the scrip dividend.

A circular in respect of the election being offered to Industrials REIT shareholders to receive either the cash dividend or the scrip dividend, together with an election form (the "circular"), will be posted to shareholders today. All the terms defined in the circular shall bear the same meaning in this announcement and any subsequent announcements relating to the dividend.

Should a shareholder validly elect to receive the scrip dividend in lieu of cash for all or part of its Industrials REIT shareholding, such shareholder will become entitled to a number of new Industrials REIT shares which value will be as near as possible to the cash dividend such shareholder would have otherwise received in respect of the elected shares. A shareholder's entitlement to new Industrials REIT shares will be calculated by multiplying the number of elected shares held by that shareholder at the record date by the dividend of 3.375 pence per share (converted to Rand at the Sterling exchange rate for Industrials REIT shares on the SA share register) and dividing it by the scrip dividend reference price. The scrip dividend reference price will be the average closing price of Industrials REIT shares traded on the London Stock Exchange ("LSE") over a period of five days less the amount of the cash dividend and will be announced on Tuesday, 11 January 2022.

Industrials REIT converted to a UK REIT on 1 May 2018. The Company may distribute dividends to shareholders either in the form of a property income distribution ("PID") or as an ordinary dividend ("non-PID"). Both the cash dividend and new Industrials REIT shares received in lieu of a cash dividend under the scrip dividend may be paid as a PID, a non-PID or a mixture of the two. The Company will indicate whether the dividend will be paid as a PID, a non-PID or a mixture of the two along with the scrip reference price on Tuesday, 11 January 2022. The Sterling to Rand conversion rate will be determined on Monday, 10 January 2022 and announced on SENS on Tuesday, 11 January 2022.

The rationale for the scrip dividend is to afford shareholders the opportunity to increase their shareholding in Industrials REIT.

The cash dividend will be paid out of the Company's profits and the new Industrials REIT shares to be issued pursuant to the scrip dividend will also be funded from the Company's profits.

As at the date of this announcement, the Company had 298,775,175 ordinary shares in issue with a par value of EUR0.000001258 each.

Electronic copies of the circular may be obtained from the company secretary by sending a request to Sarah.Bellilchi@industrials.co.uk. Due to the current COVID-19 restrictions, hard copies of this circular will not be available at the registered address of the Company. The circular will only be available on the website of the Company (www.industrialsreit.com) from Friday, 17 December 2021.

IMPORTANT DATES AND TIMES

For shareholders on the South African share register:

Notes:

1. All dates and times quoted above are local dates and times in South Africa. The above dates and times are subject to change. Any changes will be released on SENS.

2. Industrials REIT shareholders are referred to page 6 of the circular for information on the action required to be taken by them.

3. Shareholders should note that new Industrials REIT shares should not be traded until the new Industrials REIT shares are issued or reflect in their accounts with their CSDP or broker on Friday, 11 February 2022.

4. Share certificates may not be dematerialised or rematerialised between Wednesday, 19 January 2022 and Friday, 21 January 2022, both days inclusive.

5. No transfers of shares may take place between the registers in South Africa and Guernsey between Tuesday, 11 January 2022 and Friday, 21 January 2022, both days inclusive.

6. Shareholders on the SA share register who do not elect to receive a scrip dividend will receive a cash dividend in South African Rand, based on the exchange rate to be obtained by the Company on Monday, 10 January 2022. An announcement in this respect will be made on Tuesday, 11 January 2022.

7. In the event that the Company elects to utilise already listed treasury shares to settle the scrip dividend, no new ordinary shares will be listed.

For shareholders on the Guernsey share register:

Notes:

1. Unless stated otherwise, all dates and times quoted above are local dates and times in Guernsey. The above dates and times are subject to change. Any changes will be announced via RNS.

2. Industrials REIT shareholders are referred to page 6 of the circular for information on the action required to be taken by them.

3. Shareholders should note that new Industrials REIT shares should not be traded until the new Industrials REIT shares reflect in their CREST accounts on Friday, 11 February 2022.

4. Share certificates may not be dematerialised or rematerialised between Wednesday, 19 January 2022 and Friday, 21 January 2022, both days inclusive.

5. No transfers of shares may take place between the registers in South Africa and Guernsey between Tuesday, 11 January 2022 and Friday, 21 January 2022, both days inclusive.

6. Shareholders on the Guernsey share register who do not elect to receive a scrip dividend will receive a cash dividend in Sterling on or about Friday, 11 February 2022.

7. In the event that the Company elects to utilise already listed treasury shares to settle the scrip dividend, no new ordinary shares will be listed.

TAX IMPLICATIONS

The receipt of the cash dividend or electing to receive the scrip dividend may have tax implications for shareholders. Shareholders are referred to the general summary of certain limited aspects of the taxation treatment of distributions paid by the Company for SA resident shareholders and UK resident shareholders included in paragraph 6 of the circular. Shareholders are advised to obtain appropriate advice from their professional advisors regarding the tax consequences of the cash dividend and the scrip dividend.

For further information:

Industrials REIT Limited +44(0)20 3918 6600

Paul Arenson (paul.arenson@industrials.co.uk)

Julian Carey (julian.carey@industrials.co.uk)

James Beaumont (james.beaumont@industrials.co.uk)

Numis Securities Limited (Financial Adviser) +44(0)20 7260 1000

Hugh Jonathan

Vicki Paine

FTI Consulting (PR Adviser) +44(0)20 3727 1000

Richard Sunderland

Richard Gotla

Neel Bose

industrialsreit@fticonsulting.com 

Java Capital +27 (0)11 722 3050

(JSE Sponsor)

About Industrials REIT:

Industrials REIT is a UK REIT traded on the LSE and the JSE. The objective of the Company is to deliver sustainable growing income to its investors. Industrials REIT invests in a diversified portfolio of UK multi-let industrial (MLI) properties with the strategic goal of becoming the leading MLI business in the UK. For further information, go to www.industrialsreit.com.