Update on Evaluation of abrdn Property Income

Urban Logistics REIT PLC

18 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 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE OR OTHERWISE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.

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

18 March 2024

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

Update on Urban Logistics' Evaluation of abrdn Property Income Trust Limited ("API")

Further to API's announcement of 14 March 2024, Urban Logistics sets out an update on its evaluation of API, further information on an alternative proposal already submitted to the Board of API and the views of the Board of Urban Logistics as to why this proposal constitutes a superior proposition for the API shareholder body as a whole amongst the alternatives being reviewed by the Board of API.

The Board of Urban Logistics urges API shareholders to vote against the Custodian Offer and to encourage their Board to re-consider the Urban Logistics Proposals.

Introduction

Urban Logistics notes the announcement by API on 14 March 2024 and the statement released on 14 March 2024 by the Panel on Takeovers and Mergers (the "Takeover Panel") extending the date by which Urban Logistics must 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, to 5.00pm on 20 March 2024.

On 20 February 2024, Urban Logistics announced that it had approached the Board of API regarding an indicative share-for-share offer for the entire issued and to be issued share capital of API at an exchange ratio of 0.469 Urban Logistics shares for each API share (the "Original Indicative Offer", further details of which are set out below) which still remains under consideration by Urban Logistics.

In its announcement of 14 March 2024, API referenced an indicative alternative proposal made by Urban Logistics to API on 7 March 2014 (the "Alternative Proposal"). Urban Logistics herein provides further details on the Alternative Proposal which the Board of Urban Logistics believes would provide API shareholders with an attractive opportunity to receive shares in Urban Logistics and to realise an element of cash from their shareholding in API.

A productive dialogue between the Boards of Urban Logistics and API and their respective advisers has been underway since the Original Indicative Offer was announced. Urban Logistics and its advisers have carried out significant legal, property, financial and tax due diligence, as well as a comprehensive inspection of the API properties. In turn, API has been carrying out its own due diligence on Urban Logistics.

Finding a way forward for the API shareholder body as a whole

The Alternative Proposal involves the acquisition by Urban Logistics, through a scheme of arrangement, of the net assets of API related to Logistics and Retail Warehouse assets in the API portfolio ("Portfolio 1") with the net assets related to API's residual portfolio ("Portfolio 2") remaining held by API and, through a managed wind-down process, the cash being returned to API shareholders. The Alternative Proposal would require the approval of the API Board.

Further details of the properties which form Portfolio 1 and Portfolio 2 are set out in Appendix 1.

Acquisition of the Net Assets attributable to Portfolio 1 by Urban Logistics

Portfolio 1, which, as noted above, comprises Logistics and Retail Warehouse assets, represents 66% of the API portfolio at 31 December 2023 adjusted for in progress sales. Under the Alternative Proposal Urban Logistics would acquire Portfolio 1 together with 66% of API's non-property assets and liabilities (together the "Portfolio 1 NTA").   

Based on the 31 December 2023 API NTA per share, the Portfolio 1 NTA equates to approximately 51.5p per API share⁽¹⁾.

Under the scheme of arrangement, Urban Logistics would issue Urban Logistics shares directly to API shareholders in consideration for API transferring Portfolio 1 NTA to Urban Logistics. The number of Urban Logistics shares issued in consideration for the transfer of Portfolio 1 NTA would be based on an exchange ratio of 0.31 Urban Logistics shares per API share. This represents consideration for Portfolio 1 NTA of approximately 35.8p per API share based on the share price of Urban Logistics of 118.0p as at close on 15 March 2024 adjusted downward for the Urban Logistics special dividend of 2.45p per share to be paid to existing Urban Logistics shareholders prior to the completion of any transaction⁽²⁾.

Against an Urban Logistics NTA per share of 161.7p as at 30 September 2023 the Urban Logistics share price as at close on 15 March 2024 was 118.0p per share.

Managed Wind-Down of Portfolio 2 by API Post Transaction

The Portfolio 2 properties which would remain held in API after the extraction of Portfolio 1 would comprise offices, leisure properties, retail properties and API's forestry assets. Portfolio 2 represents 34% of the API portfolio at 31 December 2023 adjusted for in progress sales.

Under the Alternative Proposal it is proposed that residual net assets of API after the Portfolio 1 NTA has been extracted from API (the "Portfolio 2 NTA") and, after a share of transaction costs has been allocated to API, would be wound down in the existing API company, which would remain listed and would remain under the governance of the existing API Board. Urban Logistics would have no control over the managed wind-down of API.

Based on the 31 December 2023 API NTA per share adjusted for the extraction of the Portfolio 1 NTA, the Portfolio 2 NTA per share equates to 26.5p per share⁽¹⁾ before any deduction for a pro rata share of transaction costs.

In the event of the API Board pursuing the Alternative Proposal, the managed wind-down would be conducted by API with the Portfolio 2 assets continuing to be held within the listed API company. During the wind-down process the share price of API may or may not reflect API's remaining NTA per share.

Finding a superior structure for the API shareholder body as a whole

The Board of Urban Logistics believes that the Alternative Proposal represents a superior structure for API shareholders as a whole to the Custodian Property Income REIT plc ("Custodian") offer given its mix of Urban Logistics shares and cash realisations. With respect to the Alternative Proposal, the acquisition of Portfolio 1 for shares in Urban Logistics represents a focused acquisition of attractive logistics and other warehouse assets for Urban Logistics.

Urban Logistics has now been able to conduct extensive site visits and other due diligence on these assets. The Board of API draws attention to the investment merits of these assets in their announcement of 14 March 2024, but the Board of Urban Logistics contends that the real question from here would be how best to achieve the value in those assets for API shareholders. The Portfolio 1 assets are considered to be of incremental value to Urban Logistics' existing £1.1bn portfolio and the Board of Urban Logistics believes that the best way for API shareholders to realise value for the assets is through a shareholding in a focused, actively managed logistics real estate company.

The Urban Logistics Board believes in the compelling investment merits of logistics real estate over the medium to longer term. Other real estate asset classes may currently be higher yielding but the Urban Logistics Board believes that long term value will be created through a sustainable and growing rental income base derived from assets which are fit for modern purpose and actively managed.

The Board of Urban Logistics believes that the realisation by API for cash of the NTA per share in respect of Portfolio 2 would be attractive for API shareholders seeking cash as part of the realisation of value for their shareholding in API.

Finding a way to serve the interests of all API shareholders

The Board of Urban Logistics appreciates that the Board of API would have faced significant challenges in trying to arrive at a single solution for a very diverse shareholder base and against shifting conditions both in the real estate market and in the stockmarket's views towards REITs, particularly small and mid-sized generalist REITs.

In its announcement of 14 March 2024, API confirmed that the API Board undertook "a comprehensive review of API's strategic options in Q3 2023, in light of the challenges faced by the listed real estate sector as a whole and API specifically". Notwithstanding the issues faced by the API Board, Urban Logistics is strongly of the view that as matters stand today, it is wrong to conclude that the Custodian-API combination addresses either challenge: the Urban Logistics Board believes that the Custodian-API combination in reality does no more than create a bigger version of the same problem.

To have arrived at the current situation, the Urban Logistics Board believes that the Board of API concluded that API did not have a viable, independent future. Many months on from the start of the strategic review and API's dialogue with Custodian, Urban Logistics believes, based on its own discussions with API investors, that it has not been possible to galvanise an API shareholder consensus behind the merger with Custodian. The API shareholder meeting to approve the merger with Custodian has now been postponed on two occasions.

The Urban Logistics Board notes that "the API Board believes that a Managed Wind-Down presents a viable strategic option for API". Urban Logistics contends that it is in the interests of API shareholders to call a halt to the merger with Custodian and urges the Board of API to actively focus on the Urban Logistics Alternative Proposal which will give API shareholders an ongoing equity market exposure to a focused, high-performing REIT as well as cash proceeds from a managed wind-down of the minority of API's net tangible assets.

The Board of Urban Logistics believes that the Alternative Proposal is a proposition which can serve the interests of the API shareholder body as a whole.

Urban Logistics will continue to press the merits of its Alternative Proposal with the Board of API. Urban Logistics continues its constructive dialogue with API's shareholders and a further announcement will be made in due course.

API's announcement of 14 March 2024

Urban Logistics notes the announcement made by API on 14 March 2024, in which API has provided shareholders with an update on the API Board's review of the options available to it.

API shareholders will wish to review the whole of the API announcement of 14 March 2024 detailing the API Board's review of the options available to it, but Urban Logistics wishes to highlight a number of points in that announcement.

API recognises the merits of Urban Logistics' investment case in the announcement:

"The API Board recognises the potential merits for API Shareholders of a share-based transaction with Urban Logistics: the ULR Possible Offer currently represents a premium to the undisturbed API Share price; Urban Logistics is a constituent of the FTSE 250 and enjoys greater scale and share liquidity than API; Urban Logistics and its investment adviser have a strong track record as a specialist REIT in the logistics sector, which the API Board believes has attractive prospects; and the API Board recognises the potential for income growth and value appreciation in the context of a potential merger with Urban Logistics."

Urban Logistics notes that based on information sourced from Bloomberg, that average daily trading value in Urban Logistics shares over the past 12 months represents approximately 3.6x times the average daily trading value in Custodian shares⁽³⁾.

With regard to the Urban Logistics Alternative Proposal, Urban Logistics does not agree with the view expressed in the API announcement that "API shareholders would lose out on value in respect of Portfolio 1". API shareholders would be receiving Urban Logistics shares at the equivalent of a premium to API's undisturbed share price in respect of the proportion of API net assets that Urban Logistics would be acquiring in exchange for Urban Logistics shares. Moreover, the API Board also recognises the merits of the Urban Logistics business model and strategy as outlined above in the extract from API's own announcement.

With regard to API's "Managed Wind-Down" option, Urban Logistics notes that API recognises the improvements in underlying property markets over the period of time in which the Custodian combination and other strategic options have been under review. Urban Logistics also notes the statement in the API announcement which states:

"the API Board is also mindful of the impact on pricing of bringing large volumes of assets to market as part of a public wind-down strategy."

As at 31 December 2023, the total value of API's real estate portfolio was £439m and the total property assets which would be subject to the managed wind-down under the Alternative Proposal would be c.34% of this figure adjusted for any post 31 December 2023 disposals. The Urban Logistics Board considers that this would represent an immaterial proportion of the overall UK real estate market and so cannot fairly be said to represent "large volumes of assets" in the UK real estate market. In addition, it should be noted that a managed wind-down of the whole API portfolio still appears to be an option for the Board of API and to that end they state in their announcement of 14 March 2024: "In summary, the API Board believes that a Managed Wind-Down presents a viable strategic option for API".

Urban Logistics notes the API statement regarding exposure to a change in investment policy with regard to its consideration of Urban Logistics:

"More generally, the API Board believes that a share-based transaction with Urban Logistics would constitute a deviation for API Shareholders away from the diversified, income-focused strategy in which they have chosen to invest, to a specialised, more total return-oriented strategy."

It must be noted that approximately 70% of API's portfolio as at 31 December 2023 is already invested in logistics and retail warehouse assets. The Alternative Proposal gives API shareholders an ongoing equity market exposure to a high performing, focused logistics REIT the investment merits of which are recognised by the Board of API in their announcement of 14 March 2024.

API has described the Alternative Proposal as "conceptual". Urban Logistics confirms that the Alternative Proposal was presented to API following a significant amount of work carried out by Urban Logistics' accounting, tax and legal advisers.

The Alternative Proposal would require constructive engagement with the API Board to, inter alia, complete shareholder documentation, receive certain tax clearances from HMRC and complete final due diligence by both Urban Logistics and API.

Urban Logistics notes API's continued recommendation of the Custodian offer and that API would not recommend either the Original Indicative Offer or the Alternative Proposal if a formal offer was made to API on the basis set out in dialogue between API and Urban Logistics regarding the Alternative Offer or on the basis set out in this announcement. Urban Logistics further notes that the Alternative Proposal would require the support of the API Board to proceed.

Clarification Deadline Update

Urban Logistics notes the statement by the Takeover Panel dated 14 March 2024 which states 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.

Urban Logistics

Urban Logistics continues to be confident in its ability to deliver value for Urban Logistics shareholders, benefitting from its position as a specialist logistics REIT which enjoys substantial opportunities for rental growth and targets secure, sustainable, high-quality earnings and capital growth.

Urban Logistics was floated on AIM in April 2016 with a seed portfolio of c.£27m of assets and equity market capitalisation of c.£10m. With substantial support from its shareholders through additional capital raises, Urban Logistics has assembled a portfolio of strategically located mid-box assets with a gross value as at 30 September 2023 of £1.1bn. The Board believes Urban Logistics has built a leading market position in its focus area of UK real estate.

Urban Logistics' investment adviser has an impressive track record and the Urban Logistics Board continues to be confident in its ability to deliver value for the Urban Logistics shareholders, benefitting from its position as a specialist logistics REIT which enjoys substantial opportunities for rental growth and targets secure, sustainable, high-quality earnings and capital growth.

Urban Logistics has completed 12 lease events since 1 October 2023. The Urban Logistics Board believes these completed lease events demonstrate the significant asset management opportunities available to Urban Logistics, with like-for-like increases in passing rent of 27% achieved on more than 600,000 sq. ft.

Urban Logistics has seen a more active occupational market in recent months, as tenants continue to focus on simplifying and localising their distribution networks to be closer to their end customers. The Board remains confident in its core strategy of acquiring single let logistics assets with appealing opportunities to add value through active asset management, which it believes will continue to drive Urban Logistics forward in 2024 and beyond. Urban Logistics' assets largely fall into one of two segments; the "Core Assets" category or the "Active Asset Management" category. The Core Assets category represents some 44% of Urban Logistics' overall property portfolio by value as at 30 September 2023 and comprises assets which are typically let on long-term leases to large-scale tenants with strong covenants, providing Urban Logistics with long-term, solid income. The Active Asset Management category represents 55% of the portfolio by value as at 30 September 2023 and comprises assets which are typically highly reversionary, where Urban Logistics has a short-term asset management plan to advance rents, extend lease term, improve covenant strength and/or make significant improvements to the environmental performance of the building. The Urban Logistics Board believes therefore that the mix of the Urban Logistics portfolio provides a strong balance of income and capital growth potential which contributes to an attractive total shareholder return proposition for shareholders.

The Urban Logistics Board believes in the compelling investment merits of logistics real estate over the medium to longer term. Other real estate asset classes may be currently higher yielding but the Urban Logistics Board believes long term value will be created through a sustainable and growing rental income base derived from assets which are fit for modern purpose and actively managed.

Urban Logistics benefits from a strong balance sheet with debt 97% fixed or hedged through to term, a weighted average maturity of 6.0 years from 30 September 2023, a low LTV of 29%, and long relationships with its existing banking partners. The Urban Logistics Board believes that its portfolio of over £1bn of logistics property is attractive to lend against, and that the relative liquid nature of its assets gives ample opportunity to quickly recycle lower yielding assets to reduce floating rate debt in the event of a transaction.

Urban Logistics is highly focused on ESG matters and has strong ESG credentials; as at 30 September 2023 55% of its portfolio had an EPC of A-B, its GRESB score increased to 3 stars and it holds an EPRA sBPR award at Gold level.

Important Notes in Relation to the Takeover Code

The making of any firm offer by Urban Logistics is subject to the satisfaction or waiver of a number of customary pre-conditions, including, inter alia, completion of due diligence, receipt of certain tax clearances and banking consent, which are waivable at Urban Logistics' discretion.

There can be no certainty that any firm offer will be made, even if the pre-conditions are satisfied or waived. A further announcement will be made in due course.

For the purposes of Rule 2.5(a) of the Code, Urban Logistics reserves the right to make an offer for API on less favourable terms than the Original Indicative Offer: (i) with the agreement or recommendation of the API Board; or (ii) if a third party announces (after the date of this announcement) a firm intention to make an offer or a possible offer for API which, at that date, is of a value less than the value implied by the Original Indicative Offer. Urban Logistics reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer.

With respect to the Alternative Proposal, Urban Logistics reserves the right to amend the terms of the proposal with the agreement or recommendation of the API Board.

Urban Logistics further reserves the right to adjust the terms of any offer to take account of the value of any dividend, return of value or other distribution which is announced, declared, made or paid by API after the date of this announcement.

The Original Indicative Offer and the Alternative Proposal would be subject to Urban Logistics shareholder approval.

Further Terms of The Original Indicative Offer

On Friday 16 February 2024, Urban Logistics tabled an indicative proposal to API and its advisers comprising an Original Indicative Offer exchange ratio of 0.469 Urban Logistics shares for each API share. The Original Indicative Offer exchange ratio was predicated on, prior to completion of any transaction:

·    Urban Logistics paying a dividend to its existing shareholders of 2.45p per Urban Logistics share in respect of the period up to 31 December 2023; and

·    API paying a dividend to its existing shareholders of 1p per API share in respect of the quarter ended 31 December 2023.

Following completion of the proposed transaction, all shareholders of the enlarged group would rank pari passu for any dividends subsequently declared by Urban Logistics.

Footnotes

(1)  Based on applying the relevant proportion to the 31 December 2023 API Reported Unaudited EPRA NTA per share of 78.1p sourced from the API-Custodian Scheme Document dated 1 February 2024.

(2)  It is intended that the Urban Logistics Special Dividend would only be paid in the event of the proposed transaction being completed. This announcement therefore does not constitute a declaration of dividend.

(3)  Based on Bloomberg data up to the close of business on 15 March 2024. Average daily trading value over the past 12 months calculated by multiplying the trading volume on each day with the daily Volume Weighted Average Price.

Sources and bases of information

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.

All prices quoted for Urban Logistics shares and API shares are closing middle market quotations of an Urban Logistics share or API share (as applicable) derived from the Daily Official List of the London Stock Exchange in respect of the relevant date(s).

·    Issued share capital of Urban Logistics is 471,975,411 ordinary shares of 1 penny each.

·    Issued share capital of API is 381,218,977 ordinary shares of 1 penny each.

·    The financial information relating to Urban Logistics reflects its unaudited results for the half-year ended 30 September 2023.

·    The financial information relating to API as at 31 December 2023 is extracted from its Scheme Document released on 1 February 2024.

Enquiries

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

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

Appendix 1

The table below sets out the list of API properties as at 31 December 2023 as sourced from API's Scheme of Arrangement document dated 1 February 2024 together with Urban Logistics' categorisation as to whether a property would be part of Portfolio 1 or Portfolio 2. The Alternative Proposal which allocates the API NTA 66% to Portfolio 1 NTA and 34% to Portfolio 2 NTA is derived from this categorisaton with certain assumptions by Urban Logistics in respect of asset sales which may or may not be made by API subsequent to 31 December 2023 and prior to the effective date of a transaction which consummates the Alternative Proposal.

Property Address	Property reference	Urban Logistics Classification
Ocean Trade Centre, Aberdeen	C5285	Portfolio 1
Badentoy North, Aberdeen	C5768	Portfolio 1
Unit 14 Interlink Park, Bardon	C5201	Portfolio 1
21 Gavin Way, Birmingham	C5538	Portfolio 1
3 Elliot Way, Birmingham	C5726	Portfolio 1
Unit 4 Easter Park, Bolton	C5172	Portfolio 1
Garanor Way, Bristol	B5675	Portfolio 1
Kings Business Park, Bristol	C5714	Portfolio 1
3 Earlstrees Road, Corby	C5676	Portfolio 1
Bastion Point, Dover	B5673	Portfolio 1
2 Brunel Way, Fareham	C5583	Portfolio 1
85 Fullarton Drive, Glasgow	C5746	Portfolio 1
Unit 4 Monkton Business Park, Hebburn	C5587	Portfolio 1
Villiers Road, Knowsley	C5787	Portfolio 1
Mount Farm, Milton Keynes	C5534	Portfolio 1
Walton Summit, Preston	B5680	Portfolio 1
Symphony, Rotherham	C5507	Portfolio 1
Cosford Lane, Rugby	B5677	Portfolio 1
Tempsford Road, Sandy	C5742	Portfolio 1
Whitehorse Business Park, Shellingford	C5734	Portfolio 1
Stadium Way, St. Helens	C5783	Portfolio 1
Tetron 141, Swadlincote	C5512	Portfolio 1
Tetron 93, Swadlincote	C5525	Portfolio 1
Opus 9, Warrington	B5681	Portfolio 1
Rainhill Road, Washington	C5715	Portfolio 1
Alston Road, Washington	C5784	Portfolio 1
54 Hagley Road, Birmingham	C5763	Portfolio 2
One Station Square, Bracknell	C5730	Portfolio 2
Explorer, Crawley	C5427	Portfolio 2
160 Causewayside, Edinburgh	C5767	Portfolio 2
Monck Street, London	C5394	Portfolio 2
15 Basinghall Street, London	C5747	Portfolio 2
101 Princess Street, Manchester	C5721	Portfolio 2
The Pinnacle, Reading	C5719	Portfolio 2
82-84 Eden Streety, Kingston-upon-Thames	B5686	Portfolio 2
Howard Town Retail Park, Glossop	C5517	Portfolio 2
B&Q, Halesowen	C5773	Portfolio 1
Victoria Shopping Park, Hednesford	B5683	Portfolio 2
Olympian Way, Leyland	C5477	Portfolio 2
The Point Retail Park, Rochdale	B5685	Portfolio 2
Morrisons, Welwyn Garden City	C5788	Portfolio 2
Grand National Leisure Park, Aintree	C5737	Portfolio 2
Building 3000 Birmingham Business Park, Birmingham	C5750	Portfolio 1
Hollywood Green, London	C5113	Portfolio 2
Far Ralia, Newtonmore	C5782	Portfolio 2
Motor Point, Yarm Road, Stockton-on-Tees	C5786	Portfolio 2

Important information

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

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise, or the solicitation of any vote in favour or approval of any offer in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction and any such offer (or solicitation) may not be extended in any such jurisdiction.

Any securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, or with any securities regulatory authority of any state of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration thereunder.

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 Urban Logistics 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 Urban Logistics 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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 Urban Logistics 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.

 

END