REG-abrdn Property Income Trust Limited: Initial Distribution to Shareholders

abrdn Property Income TrustAnnouncement

03/12/2024 15:30

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

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

3 December 2024

abrdn Property Income Trust Limited
(a non-cellular company limited by shares incorporated in Guernsey with
registration number 41352)
LEI Number: 549300HHFBWZRKC7RW84

Initial Distribution to Shareholders equating to 55 pence per API Share

abrdn Property Income Trust Limited ("API" or the "Company") is pleased to
announce that it has today published details of a proposal to return an
aggregate 55 pence per API Share to Shareholders through an initial return of
capital of 52 pence per API Share and payment of an interim PID income
distribution of an additional 3 pence per API Share (together, the "Initial
Distribution").

An Initial Distribution of 55 pence per API Share equates to an aggregate
initial return of net disposal proceeds of approximately £209.67 million.

Background

On 29 November 2024, the Company completed the sale of its wholly-owned
subsidiary, abrdn Property Holdings Limited (“APH”) to an acquisition
vehicle incorporated by certain funds and accounts managed by GoldenTree Asset
Management LP (the "Disposal"). The Disposal constituted the sale of the
Company’s entire investment property portfolio ("Portfolio"), with the
exception of its interest in the land at Far Ralia, for cash consideration of
approximately £351 million (subject to adjustments for debt, net assets and
other normal adjustments, including those arising from the completion
process). The Company expects initial proceeds of at least £234m subject to
normal adjustments, including those arising from the completion process.

The Disposal was undertaken in pursuit of the Managed Wind-Down approved by
Shareholders on 28 May 2024. The Board has previously stated its intention
that following completion of the Disposal, API would seek to return the net
proceeds to Shareholders as efficiently as possible.

Return of the proceeds of the Disposal

On the basis of advice received, the Board believes that the most efficient
means of returning funds to Shareholders at this time will be by means of a
Redeemable Bonus Share Scheme, to return 52 pence per API Share to
Shareholders (comprising aggregate proceeds of approximately £198.23 million)
whereby each Shareholder would be issued with one Redeemable Bonus Share for
each API Share they hold, which would then be immediately redeemed for a cash
payment equal to the redemption price specified for each Redeemable Bonus
Share. The Board may resolve to issue Redeemable Bonus Shares in respect of
further returns of capital in the future.

The Company expects to redeem the Redeemable Bonus Shares proposed to be
issued in respect of the Initial Distribution on or around 19 December 2024
and for the proceeds to be paid to Shareholders by 24 December 2024.

The Board also intends to declare a separate PID income distribution of 3
pence per API Share (gross of any tax adjustments; £11.44 million in
aggregate) (the "Interim PID") with a record time of 6.00 p.m. on 20 December
2024 with payment being made  paid shortly after the payment is made to
Shareholders in respect of the Redeemable Bonus Shares, by 10 January 2025.

Further details of the Redeemable Bonus Share Scheme and the Interim PID are
set out in the Circular (as defined below).

Proposal for Voluntary Winding Up

As previously announced as part of the Managed Wind-Down, the Board intends
that the Company is placed into voluntary winding up at an appropriate time.
Timing of this step will depend on a number of factors, including progress
with finalising certain customary post-closing accounting adjustments in
relation to the Disposal and progress with the sale process at Far Ralia.

Placing the Company into Voluntary Winding Up requires the approval of
Shareholders. However, to prevent the need for a further General Meeting, and
because Guernsey law does not allow liquidators to be appointed on a
conditional basis, the Board is proposing to amend the Company's Articles of
Incorporation to allow for the creation and issue of a new class of Winding Up
Shares. One Winding Up Share is intended to be issued in the future to such
director as the Chairman of the Company from time to time may nominate in his
or her sole discretion, with the right to receive notice of, attend and vote
at any meeting of the Company to approve the voluntary winding up of the
Company, and otherwise in relation to the liquidation and dissolution of the
Company. At the same time, the Company is seeking Shareholders' approval to
amend the rights of the API Shares to remove the right to receive notice of,
attend and vote at any meeting of the Company to approve the voluntary winding
up of the Company; effectively placing that right in the hands of the Board.
The Company will notify Shareholders in advance via a Regulatory Information
Service before passing any such resolution. Further details of the rights
attaching to the Winding Up Shares and the proposed changes to the rights of
the API Shares are set out in the Circular (as defined below).

Publication of Circular and recommendation

The Company announces that a circular ("Circular") to convene a general
meeting of API Shareholders (the "General Meeting") will be published today
and sent to Shareholders to allow them to consider and, if thought fit,
approve resolutions to be proposed at the General Meeting in order that the
Redeemable Bonus Share Scheme can proceed and the Voluntary Winding Up can be
implemented in due course.

Accordingly, the Board unanimously recommends that Shareholders vote in favour
of the Resolution to be proposed at the General Meeting.

The Directors, who in aggregate have an interest in 358,200 API Shares
(representing approximately 0.09 per cent. of API's total issued share capital
as at 2 December 2024 (being the latest practicable date prior to the
publication of this document)), intend to vote their entire beneficial
holdings in favour of the Resolution to be proposed at the General Meeting.

Unless specified to the contrary, defined terms used in this announcement have
the same meaning as that set out in the Circular.

General Meeting

The General Meeting will be held at 10.30 a.m. on 17 December 2024 at the
offices of Addleshaw Goddard LLP at Milton Gate, 60 Chiswell Street, London,
EC1Y 4AG. The expected timetable of principal events in relation to the
General Meeting is as follows:

Event                                               
                                          Time/Date

 Deadline for lodging Forms of Proxy/CREST Proxy instructions  10.30 a.m. on 15 December 2024  
 Voting Record Time                                            6.00 p.m. on 15 December 2024   
 General Meeting                                               10.30 a.m. on 17 December 2024  

A separate announcement will be made in relation to the expected timetable for
the Interim PID.

The Circular will be made available on the Company's website
at https://www.abrdnpit.co.uk/en-gb/literature. For the avoidance of doubt,
neither the contents of this website nor the contents of any websites
accessible from any hyperlinks are incorporated into or form part of this
announcement.

The Circular may also be inspected during usual business hours on any weekday
(Saturdays, Sundays and public holidays in the UK and Guernsey excepted) at
the Company's registered address at Trafalgar Court, Les Banques, St. Peter
Port, Guernsey GY1 3QL, or at the offices of Addleshaw Goddard LLP at Milton
Gate, 60 Chiswell Street, London EX1Y 4AG for a period beginning on today's
date until the date of the General Meeting, and at the General Meeting for a
period beginning fifteen minutes before it commences, for the duration of the
General Meeting.

A copy of the Circular will also be submitted to the National Storage
Mechanism, where it will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries

abrdn Property Income Trust                         
James Clifton-Brown
(Chair)                                                     
via Winterflood
Jason Baggaley (Fund
Manager)                                               
+44 7801 039 463

Winterflood (Corporate Broker to API)
Neil
Langford                                                               
            +44 20 3100 0160        

Important notices

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 document. 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 document, any statement contained herein
or otherwise.



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