SEGRO plc (LON:SGRO) has noted the announcement and presentation issued by Prologis, Inc. this morning.
As outlined in its response to Prologis’s announcement on 24 June 2026 regarding a possible offer for the entire issued and to be issued share capital of the Company, the Board of SEGRO unanimously and unequivocally rejected the Proposal, which falls a long way short of SEGRO’s own views on value.
The Board of SEGRO sees a significant value creation opportunity through delivering its current growth strategy which the Proposal wholly fails to recognise. SEGRO will be providing more detail on its growth strategy and value, including its development pipeline and data centre strategy, during the week commencing 6th July. The update will provide shareholders with the substantive rationale for the Board’s confidence in the superior value proposition embedded in SEGRO’s strategy versus the Proposal. Specifically:
· SEGRO is unique and irreplicable: SEGRO’s prime portfolio is weighted to urban assets in Europe’s largest, supply-constrained cities. It has been purposely shaped over decades to deliver long-term outperformance.
· Substantial value in addition to SEGRO’s NTA: SEGRO’s exceptional logistics, industrial and data centre development pipeline and the scarcity value of its irreplicable portfolio are key drivers of SEGRO’s fundamental value.
· SEGRO does not need Prologis to unlock value upside: SEGRO has a unique operating platform of significant scale, a proven track record of execution and a strong balance sheet to deliver new, additional sources of earnings and value growth for SEGRO shareholders. Capital is not a constraint to delivering SEGRO’s growth strategy.
· Prologis’s Proposal is currently worth 881 pence per SEGRO share, reflecting a 5% decline since the start of the offer period1. This Proposal is inadequate, opportunistic and one-sided:
– Inadequate: The Proposal fails to reflect the future income and value from SEGRO’s logistics development and data centre pipeline, the scarcity of its portfolio or the quality of its operating platform. It also completely fails to reflect a change of control premium.
– Opportunistic: The Proposal is timed at a period of share price dislocation following the Middle East conflict, prior to which the Proposal would have implied only a 6% headline premium to SEGRO’s share price2. The Proposal is made just as SEGRO is primed to capitalise on Europe’s substantial data centre growth and as momentum is building in SEGRO’s industrial and logistics occupier markets.
– One-sided: Prologis’s Proposal disproportionately transfers value away from SEGRO to Prologis shareholders. The Board notes Prologis’s view as outlined that it sees significant strategic benefits from an acquisition of SEGRO, but SEGRO shareholders would see only diluted returns, exchanging a 100% share in SEGRO’s compelling value proposition for a c.10% share in a different portfolio3.
Andy Harrison, Chairman of SEGRO, commented: “There is nothing in Prologis’s announcement and presentation issued this morning that changes the Board’s clear position. Prologis is trying to acquire SEGRO on the cheap when our share price has been dislocated by the Middle East conflict and at a price that reflects none of the quality, scarcity and growth embedded in the business.
We have unanimously rejected their Proposal because we continue to believe our compelling standalone investment case can deliver superior shareholder value. Capital is not a constraint on our ability to unlock all of this value for our shareholders. We look forward to providing more detail on our growth strategy and value case next week.”
SEGRO remains focused on executing its clear strategy and urges shareholders to take no action in relation to the Proposal.
Sources of information and bases of calculation
(1) 881p Proposal value is based on the Prologis share price of $138.9 and GBP:USD exchange rate of 1.32 as at market close on 29 June 2026. This represents a 5% decline to the proposal value of 925p as at market close on 23 June 2026, which was based on the Prologis share price of $145.3 and a GBP:USD exchange rate of 1.32.
(2) Based on the difference between the Proposal value of 890p and the SEGRO share price of 841p, both as at market close on 27 February 2026, the date prior to the outbreak of the Middle East conflict. The 890p Proposal value is based on an exchange ratio of 0.084 new Prologis shares for each SEGRO share, which is applied to the Prologis share price of $142.6 and a GBP:USD exchange rate of 1.35 as at market close on 27 February 2026.
(3) Percentage ownerships are based on the exchange ratio of 0.084 new Prologis shares for each SEGRO share as per the Proposal. This implies that SEGRO shareholders would own 10.5% of the combined group.
