Rule 2.8 Announcement

Urban Logistics REIT PLC

20 March 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 (WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE PURPOSES OF MAR.

FOR IMMEDIATE RELEASE

20 March 2024

Urban Logistics REIT PLC ("Urban Logistics" or the "Company")

Urban Logistics not proceeding with an Offer for abrdn Property Income Trust Limited ("API")

On 14 March 2024 the Takeover Panel released a statement which set out that Urban Logistics must, by 5.00pm on 20 March 2024, either announce a firm intention to make an offer for API under Rule 2.7 of the Code or announce that it does not intend to make an offer for API.

On 20 February 2024 Urban Logistics announced details of an indicative offer made to the Board of API (the "Original Indicative Offer"). Urban Logistics today announces that it will not be proceeding with an offer for API. On 18 March 2024 Urban Logistics made an announcement including further information on an alternative proposal submitted to the Board of API (the "Alternative Proposal"). Urban Logistics today announces that it will not be proceeding with the Alternative Proposal.

Takeover Code

Except with the consent of the Takeover Panel, Urban Logistics and any person(s) acting in concert with Urban Logistics, is bound by the restrictions under Rule 2.8 of the Code. In relation to the Alternative Proposal, Urban Logistics is bound by the restrictions of Rule 2.8 (f) of the Code.

Under Note 2 on Rule 2.8 of the Code, Urban Logistics reserves the right to make or participate in an offer for API within the next six months following the date of this announcement in the following circumstances:

·    in the event that the offer by Custodian Property Income REIT plc is withdrawn or lapses, with the agreement of the board of API;

·    if a third party announces a firm intention to make an offer for API;

·    if API announces a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or

·    if there has been a material change of circumstances (as determined by the Takeover Panel).

Enquiries

Buchanan - [e-mail] Helen Tarbet Simon Compton George Beale

[phone] [phone] [phone] [phone]

Important information

The person responsible for arranging the release of this announcement on behalf of Urban Logistics is Bruce Anderson.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation to purchase, acquire, subscribe for, sell, dispose of or issue any securities in API or Urban Logistics in any jurisdiction.

This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Disclaimer

Kinmont Limited ("Kinmont"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Urban Logistics and no one else in connection with the possible offer and will not be responsible to anyone other than Urban Logistics for providing the protections afforded to clients of Kinmont nor for providing advice in relation to the possible offer or any other matters referred to in this announcement. Neither Kinmont nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Kinmont in connection with this announcement, any statement contained herein or otherwise.

Singer Capital Markets ("Singers"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Urban Logistics and no one else in connection with the possible offer and will not be responsible to anyone other than Urban Logistics for providing the protections afforded to clients of Singers nor for providing advice in relation to the possible offer or any other matters referred to in this announcement. Neither Singers nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singers in connection with this announcement, any statement contained herein or otherwise.

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority (BaFin) and is subject to limited regulation by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Urban Logistics and no one else in connection with the possible offer and will not be responsible to anyone other than Urban Logistics for providing the protections afforded to clients of Berenberg nor for providing advice in relation to the possible offer or any other matters referred to in this announcement. Neither Berenberg nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Berenberg in connection with this announcement, any statement contained herein or otherwise.

Panmure Gordon (UK) Limited ("Panmure Gordon"), who are authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom, are acting solely for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Neither Panmure Gordon nor any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents are responsible to anyone other than the Company for providing the protections afforded to clients of Panmure Gordon or for providing advice in connection with the contents of this Announcement or for any other matters referred to herein.

No investment recommendation

This announcement is not intended to be and does not constitute or contain any investment recommendation as defined by Regulation (EU) No 596/2014 (as it forms part of the domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018). No information in this announcement should be construed as recommending or suggesting an investment strategy. Nothing in this announcement or in any related materials is a statement of or indicates or implies any specific or probable value outcome in any particular circumstance.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Company's website (www.urbanlogisticsreit.com) no later than 12 noon (London time) on the first business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

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