Update on recommended all-share merger

abrdn Property Income Trust Ltd

21 March 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

21 March 2024

abrdn Property Income Trust Limited ("API")

API Board reiterates its unanimous recommendation of the CREI Merger

The API Board reaffirms its belief that the all-share merger with Custodian Property Income REIT plc ("CREI") represents the best outcome for API Shareholders and reiterates its unanimous recommendation that API Shareholders vote in favour of the CREI Merger, either by proxy by 10 a.m. on Monday 25 March 2024 or in person at the shareholder meetings on Wednesday 27 March 2024.

CREI Shareholders have approved the CREI Merger with a majority of approximately 98% of shares voted, and Urban Logistics REIT plc has confirmed that it will not make a firm offer or alternative proposal for API.

The choice now for API Shareholders is whether to approve the CREI Merger which delivers a premium to the undisturbed share price, an immediate 7.3% uplift in annualised dividends that are fully covered, superior growth prospects and greater scale and liquidity.

The API Board confirms the following:

·      Uncertain net disposal values on a Managed-Wind Down: The API Board expects that the net disposal values that would be realised in a Managed Wind-Down would be lower than those achievable on carefully selected individual assets marketed by API in the ordinary course of business - such as API's current programme of disposals to reduce floating rate debt. The API Board's expectations have the benefit of input from API's investment manager and API's independent advisers.

·      No valid like-for-like comparison can be made: An estimate of the nominal value of gross disposal proceeds that could be realised through a Managed Wind-Down over time cannot validly be compared on a like-for-like basis with the offer price implied by the CREI Merger today. The API Board has taken carefully into account (1) the material risks, reduced income, frictional costs, diminishing scale and uncertain time period associated with a Managed Wind-Down, and (2) the uplift in dividend income and enhanced growth potential and liquidity associated with the CREI Merger.

·      Growth prospects of CREI Merger: Under the CREI Merger, API Shareholders would have continued exposure to the enlarged portfolio and its growth prospects with enhanced dividend income that is fully covered and the potential for future share price appreciation. API Shareholders would not be "selling" their API Shares (as if it were a cash offer) at the discount to API's EPRA NTA (being 78.1p as at 31 December 2023) that is currently implied by terms of the CREI Merger.

The API Board continues to view a Managed Wind-Down as a less attractive option for API Shareholders given the benefits to API Shareholders of the CREI Merger and when taking account of the material risks, costs and uncertainties associated with a Managed Wind-Down. A Managed Wind-Down would be the next best alternative if the CREI Merger is not approved by the requisite majority of API Shareholders.

James Clifton-Brown, Chair of API, said:

"With the CREI Merger, the API Board has put forward its recommended solution that delivers a premium to the undisturbed share price, an immediate uplift in income and future growth potential with enhanced scale and liquidity for API Shareholders. The API Board believes that the CREI Merger represents the best outcome for API Shareholders and unanimously recommends that API Shareholders vote in favour of the CREI Merger.

If the CREI Merger is not approved by the requisite majority of API Shareholders, the API Board has made clear that a Managed Wind-Down is the next best alternative, but API Shareholders should not expect the same sale values as for ordinary course disposals.

The API Board independently elected to undertake a comprehensive review of API's strategic options which has resulted in a number of opportunities to deliver an uplift in value for API Shareholders."

Enquiries:

abrdn Property Income Trust Limited James Clifton-Brown (Chair)	via Winterflood or H/Advisors Maitland
Lazard (Financial Adviser to API) Patrick Long Jolyon Coates	[phone]
Winterflood (Corporate Broker to API) Neil Langford	[phone]
H/Advisors Maitland (Communications Adviser to API) James Benjamin	[phone]

General

Capitalised terms in this announcement, unless otherwise defined, have the same meaning as set out in the scheme document posted to API Shareholders on 1 February 2024, a copy of which is available on API's website at www.abrdnpit.co.uk.

All references to times in this announcement are to London time unless otherwise stated.

Details of the API Court Meeting and API General Meeting

Notices of the API Court Meeting and the API General Meeting are contained in Part XII and Part XIII respectively of the Scheme Document.

The API Board has adjourned the API Court Meeting and the API General Meeting so as to be reconvened and held on 27 March 2024 at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the API Court Meeting concludes or is further adjourned), respectively, at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG. Forms of Proxy in respect of the API Court Meeting and the API General Meeting should therefore now be returned so as to be received as soon as possible and in any event not later than:

·      10:00 a.m. on 25 March 2024 in respect of the API Court Meeting; and

·      10:15 a.m. on 25 March 2024 in respect of the API General Meeting.

API Shareholders who have already submitted Forms of Proxy for the API Court Meeting and the API General Meeting and do not wish to change their voting instructions, do not need to take any further action as their Forms of Proxy will continue to be valid in respect of the API Court Meeting and the API General Meeting.

API Shareholders who have submitted Forms of Proxy for the API Court Meeting and / or the API General Meeting and who now wish to change their voting instructions, should contact API's registrar, Computershare, on [phone]. Calls are charged at the standard geographical rate and will vary by provider. Calls from outside of the United Kingdom will be charged at the applicable international rate. Lines will be open between 8.30 a.m. to 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Computershare cannot provide any financial, legal or tax advice and calls may be monitored for security and training purposes.

API Shareholders are also reminded that completion and return of a Form of Proxy, or the appointment of a proxy electronically using CREST, will not prevent them from voting at the API Court Meeting or the API General Meeting in person. Please refer to the Scheme Document for further information.

Conditions 2(a)(ii) and 2(b)(ii) to the CREI Merger set out in the Scheme Document state that the CREI Merger is conditional on the API Court Meeting and the API General Meeting being held on or before the 22nd day after the expected date of the API Court Meeting and API General Meeting set out in the Scheme Document (or such later date (if any) as may be agreed between CREI and API with the consent of the Panel and (if required) that the Court may allow (the "API Meeting Long Stop Date Conditions"). CREI has agreed with API, and received consent from the Panel, to a later long stop date for the API Court Meeting and the API General Meeting to be held, for the purposes of the API Meeting Long Stop Date Conditions in the Scheme Document, such date being the 22nd day after the reconvened dates for the API Court Meeting and API General Meeting referred to above.

The timetable for the CREI Merger is set out below.

Event	Time and/or date (2024)
Latest time for lodging Forms of Proxy for the:
API Court Meeting (BLUE form)	10.00 a.m. on 25 March(1)
API General Meeting (WHITE form)	10.15 a.m. on 25 March(2)
Voting Record Time for the API Court Meeting and the API General Meeting	6.00 p.m. on 25 March(3)
API Court Meeting	10.00 a.m. on 27 March
API General Meeting	10.15 a.m. on 27 March(4)

An announcement in respect of the arrangements for the Sanction Hearing and Effective Date will be made as and when appropriate.

_______________________

(1)     It is requested that BLUE Forms of Proxy for the API Court Meeting be lodged no later than 48 hours before the time and date set for the API Court Meeting. A copy of a completed and signed BLUE Form of Proxy not so lodged may be handed to the Chair of the API Court Meeting at any time before the time that the API Court Meeting is due to commence and will still be valid.

(2)     WHITE Forms of Proxy for the API General Meeting must be lodged no later than 48 hours before the time and date set for the API General Meeting. WHITE Forms of Proxy for the API General Meeting not lodged by this time will be invalid.

(3)     If either the API Court Meeting or the API General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the date falling two days before the date of the adjourned Meeting.

(4)     To commence at 10.15 a.m. or as soon thereafter as the API Court Meeting shall have concluded or been adjourned.

Important notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. There can be no certainty that an offer will be made by Urban Logistics.

The release, publication or 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 such restrictions may constitute a violation of the securities law of any such jurisdiction.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to API and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than API for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters set out in this announcement. Neither Lazard 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 Lazard in connection with this announcement, any statement contained herein or otherwise.

Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for API and no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than API for providing the protections afforded to customers of Winterflood or for providing advice in relation to the matters set out in this announcement. Neither Winterflood 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 Winterflood in connection with this announcement, any statement contained herein or otherwise.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on and API's website at www.abrdnpit.co.uk by no later than 12 noon (London time) on the first business day following the date of this announcement.

For the avoidance of doubt, neither the contents of these websites nor the contents of any websites accessible from any hyperlinks is incorporated into or forms part of this announcement.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10^th 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 per cent. 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 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (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 of the Code.

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 of the Code).

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 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.

 

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