SEGRO Shareholders Approve Prologis Takeover at Court and General Meetings

SEGRO shareholders approved Prologis’ takeover of the UK-listed warehouse owner at both the Court Meeting and General Meeting on September 28, clearing the two shareholder votes required for the proposed acquisition. At the Court Meeting, 98.12% of Scheme Shares voted were cast in favor. At the General Meeting, 98.14% of votes cast supported the special resolution needed to implement the deal.

The approvals move Prologis closer to acquiring all of SEGRO’s issued and to-be-issued ordinary share capital through a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006. The acquisition is not yet effective. Court sanction, regulatory clearances, listing-related conditions and other remaining requirements still have to be satisfied or, where permitted, waived before closing.

Both shareholder votes passed by more than 98%

SEGRO’s official Prologis offer microsite lists the results of the Court Meeting and General Meeting among the formal deal documents. In the Court Meeting poll, 926,865,269 Scheme Shares were voted in favor and 17,725,644 were voted against, meaning 98.12% of the Scheme Shares voted supported the scheme. A total of 944,590,913 Scheme Shares were voted, equal to 69.76% of the shares eligible to vote at that meeting.

The court process required approval by a majority in number of the Scheme Shareholders present and voting, whether in person or by proxy, who also represented at least 75% in value of the Scheme Shares voted. SEGRO said the required majorities were achieved. The shareholder-count table included some holders who split their voting instructions between for and against, so the company also disclosed that 18 shareholders were counted in both directions for that part of the tally.

At the General Meeting, shareholders cast 927,693,602 votes in favor of the special resolution and 17,534,639 against it. That produced the 98.14% approval rate, with 4,112,963 votes withheld. SEGRO said the outcome satisfied the two shareholder-approval conditions identified in the scheme document, removing a major procedural hurdle that had been scheduled since the offer document was published on September 1.

Prologis is offering shares with a partial cash alternative

Under the agreed terms, SEGRO shareholders are entitled to receive 0.0920 new Prologis shares for each SEGRO share if they do not elect for cash. Prologis’ official acquisition announcement also sets out a partial cash alternative with a maximum aggregate cash amount of about £3.5 billion. The basic cash entitlement equals 25% of a fixed price of 1,031.7 pence per SEGRO share, which would give an electing shareholder 258 pence in cash plus 0.0690 new Prologis shares for each SEGRO share.

Shareholders can elect for less or more cash than that basic entitlement, but elections above the basic amount are subject to pro rata scaling if total cash elections exceed the maximum available. Based on Prologis’ July 21 closing price of $149.94 and a GBP/USD exchange rate of 1.3371, and assuming full take-up of the partial cash alternative, the agreed terms valued SEGRO at about £14.0 billion. Prologis described the equivalent value as roughly $18.8 billion when it announced the acquisition on August 4.

SEGRO shareholders are also entitled to retain specified dividends without reducing the acquisition consideration. The agreed terms allow for a 2026 interim dividend of up to 10.14 pence per share and a 2026 final dividend of up to 22.56 pence per share, subject to the conditions attached to those distributions. If the timetable extends beyond the currently expected closing period, the documents also provide for certain 2027 dividend allowances.

The final offer followed several approaches from Prologis. An initial proposal sent on June 16 offered 0.084 Prologis shares for each SEGRO share and was rejected by SEGRO’s board. Prologis later increased the exchange ratio and introduced a cash option before putting forward its best and final proposal on July 22. The boards reached agreement on August 4, when SEGRO’s directors unanimously recommended that shareholders support the scheme and the associated resolution.

Court sanction and regulatory approvals are still required

Shareholder approval does not by itself complete the takeover. The scheme still requires sanction by the High Court of Justice in England and Wales, along with the remaining regulatory and other conditions set out in the offer documents. The expected timetable places the Court hearing in the first half of 2027, after the relevant regulatory conditions have been satisfied or waived where permitted. SEGRO and Prologis continue to target completion in the first half of 2027.

Listing steps also remain part of the closing conditions. Prologis plans to seek a secondary listing of its common stock on the London Stock Exchange, while the new Prologis shares issued to SEGRO investors must also satisfy the applicable New York Stock Exchange listing condition. Prologis shareholders are not required to vote on the acquisition, so the September 28 SEGRO meetings represented the principal shareholder votes contemplated by the current structure.

The share component means the eventual ownership split will depend in part on how much cash SEGRO investors elect to receive. Prologis has estimated that former SEGRO shareholders would own about 8.9% of the enlarged company if the partial cash alternative is fully taken up, or about 11.5% if no shareholders elect for cash. Those estimates were based on Prologis’ fully diluted share count as of August 3.

Prologis has said the acquisition would expand its European operating portfolio to about 368 million square feet and increase its European footprint by 47%, while adding to its development pipeline and land bank. Those figures are company estimates tied to the planned acquisition rather than completed operating results. With the shareholder votes now passed, the next decisive milestones are the remaining regulatory clearances and the Court hearing needed to sanction the scheme.