RNS announcement

28 March 2019

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, BY ANY MEANS OR MEDIA TO US PERSONS OR IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE OF THIS ANNOUNCEMENT WOULD BE UNLAWFUL.

This Announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Authority ("FCA") and does not constitute a prospectus. This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party.

Terms not otherwise defined in this Announcement have the meanings given to them in the Company's prospectus dated 12 March 2019 (the "Prospectus").

Warehouse REIT plc

(the "Company" or "Warehouse REIT")

Result of General Meeting

The Company announces that, at the General Meeting held earlier today, the Resolutions set out in the Notice of General Meeting were duly passed without amendment.

The number of proxy votes received 'for' and 'against' each of the Resolutions and the number of proxy votes 'withheld' were as follows:

The Directors note the substantially higher proportion of proxy votes received against Resolution 5 as compared with each of the other Resolutions. The Board believes that these votes against were based on guidance released by various voting bodies. Notwithstanding this, the Company will engage with shareholders to discuss the reasons for the votes against this resolution.

The passing of the Resolutions will, inter alia, enable the Company to proceed with the Placing, Open Offer and Offer for Subscription. The Issue remains conditional upon, amongst other things, Admission of the New Ordinary Shares having occurred not later than 8.00 a.m. on 2 April 2019 (or such later time and date as Peel Hunt may in its discretion determine).

Applications have been made to the London Stock Exchange for New Ordinary Shares to be admitted to trading on AIM. The New Ordinary Shares will be issued pursuant to the authorities granted by Resolutions 1 and 2.

It is expected that Admission will take place, and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 2 April 2019.

Important notice

Disclaimer

This Announcement has been issued by and is the sole responsibility of the Company.

The material in this Announcement is for informational purposes only and does not constitute an offer of securities for sale or a solicitation of any offer to buy securities in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such an offer or solicitation is unlawful.  The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any applicable securities laws of any state or other jurisdiction of the United States.  No public offering of securities will be made in the United States. The securities have not been approved or disapproved by the United States Securities Exchange Commission, the securities commission of any state of the United States, or any other regulatory authority of the United States.

The timetable for the Issue, including the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Issue and the Admission will occur.

Peel Hunt, which is authorised and regulated by the FCA in the United Kingdom, is acting as nominated adviser and broker for the Company in connection with the Issue and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Issue and/or any other matter referred to in this Announcement.