Key Takeaways
- • SEGRO plc published its formal scheme document on September 1, 2026, advancing Prologis Inc.'s recommended acquisition offer structured as a court-sanctioned scheme of arrangement under UK Companies Act Part 26, with shareholder votes scheduled for September 28, 2026.
- • SEGRO directors holding approximately 0.245% of issued share capital have provided irrevocable undertakings to vote in favor, while Evercore and Morgan Stanley confirmed the financial terms are fair and reasonable under Takeover Code Rule 3 standards.
- • The transaction is expected to become effective in the first half of 2027, subject to Court sanction and requisite shareholder majorities; the Long Stop Date is August 4, 2027, extendable to April 4, 2028 under the cooperation agreement.
- • Shareholder proxy deadlines are set for September 24, 2026, and the Court Meeting and General Meeting will convene at UBS, 5 Broadgate, London, on September 28 at 11:00 a.m. and 11:15 a.m. respectively.
- • This milestone marks SEGRO's formal entry into the UK takeover voting window following the August 4 announcement of agreed terms; the transaction remains conditional on shareholder approval and regulatory clearances outlined in the scheme document.
Summary
SEGRO plc advanced its recommended acquisition by Prologis Inc. to the formal shareholder voting stage on September 1, 2026, with publication of the scheme document governing the all-stock transaction with a partial cash alternative. The offer will be implemented via a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, following the boards' August 4 announcement of agreed terms. This represents a critical procedural milestone in one of the logistics real estate sector's major transactions, moving the combination from negotiation into the formal UK takeover approval process.
The SEGRO board has unanimously recommended the offer. Directors holding shares totaling approximately 3.33 million shares—representing 0.245% of issued share capital as of August 28, 2026—have provided irrevocable undertakings to vote in support. Both Evercore and Morgan Stanley, advisors to the SEGRO board, have opined that the financial terms are fair and reasonable for purposes of Takeover Code Rule 3. These elements underscore substantial board-level confidence in the transaction's strategic and financial merits.
Shareholder approval mechanics are tightly scheduled. The Court Meeting and General Meeting are set for September 28, 2026, at UBS, 5 Broadgate, London, convening at 11:00 a.m. and 11:15 a.m. respectively. Proxy voting deadlines fall on September 24, 2026, providing a four-day window between proxy cutoff and the shareholder meetings. The transaction remains subject to requisite shareholder majorities at both meetings, Court sanction, and other customary conditions detailed in the scheme document.
The expected Effective Date is in the first half of 2027, contingent on satisfaction or waiver of all conditions. The Long Stop Date—the deadline by which the transaction must close—is set for August 4, 2027, with a contractual extension available to April 4, 2028 under specified circumstances in the cooperation agreement. This 12-month initial window, extendable by eight months, provides reasonable time for satisfaction of closing conditions while maintaining deal certainty for both parties and shareholders.
The SEGRO board has unanimously recommended the offer. Directors holding shares totaling approximately 3.33 million shares—representing 0.245% of issued share capital as of August 28, 2026—have provided irrevocable undertakings to vote in support. Both Evercore and Morgan Stanley, advisors to the SEGRO board, have opined that the financial terms are fair and reasonable for purposes of Takeover Code Rule 3. These elements underscore substantial board-level confidence in the transaction's strategic and financial merits.
Shareholder approval mechanics are tightly scheduled. The Court Meeting and General Meeting are set for September 28, 2026, at UBS, 5 Broadgate, London, convening at 11:00 a.m. and 11:15 a.m. respectively. Proxy voting deadlines fall on September 24, 2026, providing a four-day window between proxy cutoff and the shareholder meetings. The transaction remains subject to requisite shareholder majorities at both meetings, Court sanction, and other customary conditions detailed in the scheme document.
The expected Effective Date is in the first half of 2027, contingent on satisfaction or waiver of all conditions. The Long Stop Date—the deadline by which the transaction must close—is set for August 4, 2027, with a contractual extension available to April 4, 2028 under specified circumstances in the cooperation agreement. This 12-month initial window, extendable by eight months, provides reasonable time for satisfaction of closing conditions while maintaining deal certainty for both parties and shareholders.
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