REG - British Land Co PLC Life Science REIT - Recommended offer for Life Science REIT PLC

British LandAnnouncement

28/01/2026 07:00

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RNS Number : 6319Q  British Land Co PLC  28 January 2026

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC
DOMAIN.

FOR IMMEDIATE RELEASE
 
 

28 January 2026

RECOMMENDED CASH AND SHARE OFFER

for

LIFE SCIENCE REIT PLC ("LIFE SCIENCE REIT")

by

THE BRITISH LAND COMPANY PLC ("BRITISH LAND")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

Summary

The boards of directors of Life Science REIT and British Land are pleased to
announce that they have reached agreement on the terms and conditions of a
recommended cash and share offer by British Land for the entire issued and to
be issued share capital of Life Science REIT (the "Acquisition"). It is
intended that the Acquisition will be implemented by way of a court-sanctioned
scheme of arrangement under Part 26 of the Companies Act.

Key terms

Under the terms of the Acquisition, each Life Science REIT Shareholder will be
entitled to receive:

 

for each Life Science REIT Share: 14.1 pence in cash and 0.07 New British Land
Shares (the "Transaction Value")

 

Based on British Land's closing share price of 410.0 pence on 27 January 2026
(being the Business Day immediately prior to the date of this Announcement)
the Transaction Value values each Life Science REIT Share at approximately
42.8 pence and the entire issued and to be issued share capital of Life
Science REIT at approximately £150 million, representing:

·     a premium of approximately 21 per cent. to the closing price of 35.4
pence per Life Science REIT Share on 27 January 2026, being the Business Day
immediately prior to the date of this Announcement;

·     a premium of approximately 15 per cent. to the volume-weighted
average price per Life Science REIT Share of 37.3 pence for the 3-month period
prior to 27 January 2026, being the Business Day immediately prior to the date
of this Announcement; and

·     a discount of approximately 26 per cent. to the unaudited EPRA NTA
of Life Science REIT as at 31 December 2025 of 57.7 pence per Life Science
REIT Share. The Scheme Document will contain a valuation in respect of Life
Science REIT's property portfolio as at 31 December 2025 in accordance with
Rule 29 of the Code.

Immediately following completion of the Acquisition, Life Science REIT
Shareholders will hold approximately 2.4 per cent. of the Enlarged Group and
existing British Land Shareholders will hold approximately 97.6 per cent. of
the Enlarged Group.

Based on the expected timetable of the Scheme, Life Science REIT Shareholders
are expected to be eligible for the British Land final dividend for the year
ending March 2026, expected to be declared in May 2026, and paid in July 2026.

Background to and reasons for the Acquisition

British Land believes the Acquisition is an attractive opportunity to:

·     use its platform to deliver cost synergies and immediate earnings
per share accretion in an EPRA NTA per share neutral manner;

·     add value by using the British Land platform to target a broader
range of Science & Technology occupiers than the previous life sciences
mandate allowed; and

·     realise further significant earnings accretion in time, relative to
deal size, through capturing reversion and letting up recently delivered
space.

Targeting fast growing customers is at the core of British Land's campus
strategy and British Land has identified innovation sectors, particularly
Science & Technology, as having attractive market fundamentals and being a
key driver for future earnings and valuation growth in the campus portfolio.

In line with this strategy, British Land has seen good leasing momentum with
Science & Technology occupiers, having doubled the number of innovation
occupiers in its portfolio since 2022 through the development and delivery of
its Science & Technology-focused campuses, and recently announced the
launch of One Triton Square in October 2025, a 317k sq ft innovation 'campus
within a campus', 72 per cent. of which is let or under offer.

Through the Acquisition, British Land sees a compelling opportunity to grow
its Science & Technology footprint, adding five well-located assets with a
complementary tenant roster to its portfolio, enhancing its position as one of
the leading providers of space to ambitious and fast-growing Science &
Technology businesses.

The Life Science REIT portfolio is all located within the Golden Triangle,
where occupier demand is strongest and has often outpaced the supply of
available workspace. Life Science REIT's portfolio consists of two prime
Central London assets within the Knowledge Quarter, a high-quality modern
24-acre technology park in Oxford, a 13-acre value-add campus in Cambridge,
and a small single-let asset in Cambridge. The portfolio has attractive
fundamentals, driving mid-single digit ERV growth over the past few years and
an 8 per cent. net reversionary yield. The portfolio has a weighted average
unexpired lease term of 4.6 years and a growing blue-chip tenant base.

Building on the good leasing momentum in its own portfolio, British Land sees
an opportunity to secure a broader range of occupiers from the fast-growing
Science & Technology sector for Life Science REIT's portfolio than the
previous life science mandate has allowed.  Whilst life science demand was
more muted in 2025, a relatively small proportion of Life Science REIT's
portfolio currently relates to dedicated laboratory space (c.48,000 sq ft
(<6 per cent. by floor area), which is over 80 per cent. let).

British Land sees potential to realise substantial savings in Life Science
REIT's administrative costs by bringing the Life Science REIT portfolio on to
British Land's asset management platform. This means the Acquisition will be
earnings accretive and EPRA NTA per share neutral to British Land immediately
following the Effective Date. Further meaningful earnings accretion relative
to the Acquisition's scale is anticipated to be realised in time on capturing
the reversion as well as through let up of vacant space within the Life
Science REIT portfolio.

Shareholders of Life Science REIT will enjoy a number of benefits from the
Acquisition and as shareholders of the Enlarged Group, in particular:

·      a more diversified exposure to attractive growth subsegments:

o  campuses providing best-in-class workspaces concentrated in London; and

o  a highly attractive retail park portfolio;

·      significant potential for growth via a development pipeline of
best-in-class campuses;

·      access to a market leading operating platform;

·    access to significantly beneficial financing, both in terms of
flexibility, scale and price, benefitting from British Land's investment grade
rating (Fitch unsecured: A);

·   an immediate increase in earnings per share for Life Science REIT
Shareholders, combined with an attractive and growing dividend which is
underpinned by British Land's expected earnings per share growth of 3-6 per
cent. per annum in the coming years, with at least 6 per cent. growth expected
in the year ended 31 March 2027; and

·    significantly increased share liquidity, with average daily trading
volumes of £15.0 million on the London Stock Exchange (and £24.3 million
across all lines) over the last 3 months.

British Land believes that the Acquisition represents an attractive
proposition for Life Science REIT Shareholders. The Transaction Value provides
a significant premium to Life Science REIT's undisturbed share price, with a
material element of cash consideration and the option either to retain
exposure to the sector through holding shares in the Enlarged Group, or to
realise value by taking advantage of British Land's superior liquidity and
selling shares for cash.

Recommendation

The Life Science REIT Directors, who have been so advised by Panmure Liberum
as to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its financial advice,
Panmure Liberum has taken into account the commercial assessments of the Life
Science REIT Directors. Panmure Liberum is providing independent financial
advice to the Life Science REIT Directors for the purposes of Rule 3 of the
Code.

Accordingly, the Life Science REIT Directors intend unanimously to recommend
that Life Science REIT Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting (or in the
event that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure acceptance of such offer), as the Life Science REIT
Directors or their close relatives (where relevant) have irrevocably
undertaken to do in respect of their own beneficial holdings of Life Science
REIT Shares, representing, in aggregate, approximately 0.03 per cent. of Life
Science REIT's issued share capital as at 27 January 2026 (being the last
Business Day prior to the date of this Announcement).

Background to and reasons for the Recommendation

Since its IPO in November 2021, in common with the majority of UK REITs, Life
Science REIT has faced a number of macroeconomic headwinds which have impacted
on both operational and share price performance. In particular, higher
inflation and elevated interest rates led to a slowdown in leasing activity
and negatively impacted investor sentiment for the life science sector. This
has been a significant challenge for Life Science REIT in allowing it to
support its capital expenditure initiatives and commitments for certain assets
within the portfolio, which aimed to increase the life science sector focus
and drive increased rents.

Since June 2022, Life Science REIT's share price has also traded at a
persistent and significant discount to net asset value, making it difficult to
raise further equity capital, which would have supported growth, as well as
delivered a larger and more liquid vehicle for shareholders, with a more
diversified pool of assets.

In November 2025, following the conclusion of a strategic review and formal
sale process, Life Science REIT Shareholders approved the recommended proposal
to implement the managed wind-down of Life Science REIT. As such, Life Science
REIT is now managed with the intention of realising all of the assets in its
portfolio in an orderly manner, with a view to initially repaying borrowings,
followed by making timely returns of capital to Life Science REIT
Shareholders.

Following commencement of the managed wind down process, Life Science REIT
received an indicative offer from British Land. Following further extensive
consideration and taking into account, inter alia, receipt of a revised
valuation of the Life Science REIT portfolio as at 31 December 2025, as well
as recent indicative offers for certain assets at unattractive levels, the
Life Science REIT Board has concluded that, on balance, the Acquisition
represents the most attractive proposal for Life Science REIT Shareholders,
particularly when set against the likely value achievable, uncertainty, market
risk, illiquidity and frictional costs associated with a managed wind-down of
the portfolio.

Whilst the Life Science REIT Board notes that the offer is at a discount to
the latest EPRA NTA per Life Science REIT Share, it is cognisant of the
feedback received from Life Science REIT Shareholders. This includes the
importance of providing Life Science REIT Shareholders with the ability to
realise the value of their investment, provided through a combination of cash
and investment in a more liquid stock, as well as the option of remaining
invested in the sector longer term under the umbrella of a larger and more
diversified company with the necessary cash reserves and resources to realise
the full potential of the Life Science REIT portfolio, and which has a wider
range of value-drivers at its disposal, alongside an attractive dividend
yield.

Irrevocable undertakings and letters of support

In addition to the irrevocable undertakings from the Life Science REIT
Directors or their close relatives (where relevant) that beneficially own Life
Science REIT Shares, British Land has received irrevocable undertakings and
letters of support from Life Science REIT Shareholders in respect of the
Acquisition who are interested, in aggregate, in 108,994,451 Life Science REIT
Shares, constituting approximately 31.1 per cent. of Life Science REIT's
issued share capital as at 27 January 2026 (being the last Business Day prior
to the date of this Announcement) as follows:

·     irrevocable undertakings to vote in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting from
Life Science REIT Shareholders holding, in aggregate, 28,588,124 Life Science
REIT Shares, constituting approximately 8.2 per cent. of Life Science REIT's
issued share capital as at 27 January 2026 (being the last Business Day prior
to the date of this Announcement);

·    a letter of intent, confirming the intention to vote in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed at the General
Meeting from a Life Science REIT Shareholder in respect of 30,208,000 Life
Science REIT Shares representing approximately 8.6 per cent. of Life Science
REIT's issued share capital as at 27 January 2026 (being the last Business Day
prior to the date of this Announcement); and

·     a commitment in respect of Saba Capital Management, LP's interests
in cash-settled total return swaps in respect of 50,198,327 Life Science REIT
Shares, constituting approximately 14.3 per cent. of Life Science REIT's
issued share capital as at 27 January 2026 (being the last Business Day prior
to the date of this Announcement) that, in the event that Saba Capital
Management, LP acquires any of such underlying Life Science REIT Shares
(whether in connection with the settlement of such swaps or otherwise), such
underlying Life Science REIT Shares would become subject to the irrevocable
undertaking given by Saba Capital Management, LP to vote in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed at the General
Meeting. These cash-settled total return swaps do not confer an entitlement to
exercise the voting rights attaching to the underlying Life Science REIT
Shares.

Further details of the irrevocable undertakings and letters of support are set
out in Appendix 3 to this Announcement.

Information on British Land

British Land is a UK REIT listed on the London Stock Exchange and a
constituent of the FTSE 100 Index with a market capitalisation of £4.1
billion as at 27 January 2026, being the last Business Day prior to the date
of this Announcement.

British Land is a UK commercial property company focused on real estate
sectors with strong occupational fundamentals: primarily campuses and retail
parks, which comprise 90 per cent. of its portfolio. British Land owns or
manages a portfolio valued at £15.2 billion (British Land share: £9.8
billion) as at 30 September 2025. The Scheme Document will contain a valuation
in respect of British Land's property portfolio as at 30 September 2025 in
accordance with Rule 29 of the Code.

British Land is one of the leading owners and operators of office-led campuses
in London. Campuses are located close to key transport hubs, comprising
buildings with leading sustainability and design credentials, surrounded by
attractive public spaces and a range of amenities. Science and Technology is a
growing part of the campus strategy and British Land has a strong existing
presence in the Golden Triangle of Oxford, Cambridge and London (particularly
in the Knowledge Quarter around Regent's Place in London and in Cambridge).

Information on Life Science REIT

Life Science REIT is an externally managed UK REIT, listed on the London Stock
Exchange, which was launched in November 2021 raising £350 million of equity.
Life Science REIT's investment policy at launch was to invest in a diversified
portfolio of properties across the UK which are typically leased or intended
to be leased to tenants operating in, or providing a benefit to, the life
science sector, in order to generate capital growth, while also delivering
growing income.

 

Since launch, Life Science REIT has invested in a portfolio of predominantly
life science related properties located in the in-demand markets of the Golden
Triangle.

 

On 24 November 2025, Life Science REIT announced that Life Science REIT
Shareholders had approved the adoption of a new investment objective and
investment policy in relation to the managed wind-down of Life Science REIT.
As such, Life Science REIT is now managed with the intention of realising all
of the assets in its portfolio in an orderly manner, with a view to initially
repaying borrowings, followed by making timely returns of capital to Life
Science REIT Shareholders.

 

As at 31 December 2025, Life Science REIT's portfolio comprised five assets,
valued at approximately £332.6 million. This includes £27.1 million of
development assets, all of which are contained within the Oxford Technology
Park ("OTP"). Approximately 41.4 per cent. of the assets by value are located
in London, 40.4 per cent. in Oxford (represented by OTP) and the balance in
Cambridge. The Scheme Document will contain a valuation in respect of Life
Science REIT's property portfolio as at 31 December 2025 in accordance with
Rule 29 of the Code.

 

As at 31 December 2025, Life Science REIT had a contracted rent roll of
£18.74 million and an ERV of £26.5 million.

Transaction structure and timetable

It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement of Life Science REIT under Part 26 of
the Companies Act, further details of which are contained in the full text of
this Announcement and full details of which will be set out in the Scheme
Document. However, British Land reserves the right, with the consent of the
Panel, to implement the Acquisition by way of a Takeover Offer.

The Acquisition will be subject to the Conditions and certain further terms
set out in Appendix 1 to this Announcement and to the full terms and
conditions which will be set out in the Scheme Document, including the
approval of the Scheme by the Scheme Shareholders and the sanction of the
Scheme by the Court.

The Scheme Document will include full details of the Scheme and the
Acquisition, together with notices of the Court Meeting and the General
Meeting and the expected timetable of the Scheme, and will specify the action
to be taken by Life Science REIT Shareholders. The Scheme Document will be
despatched to Life Science REIT Shareholders as soon as reasonably practicable
and in any event within 28 days of this Announcement (unless otherwise agreed
by the Panel, British Land and Life Science REIT).

The Scheme is expected to become Effective within three months of the date of
this Announcement, subject to the satisfaction or, where applicable, waiver of
the Conditions and certain further terms set out in Appendix 1 to this
Announcement and to the full terms and conditions which will be set out in the
Scheme Document.

Commenting on the Acquisition, Claire Boyle, Chair of Life Science REIT said:

"Since IPO, Life Science REIT has built a portfolio of assets in the UK's
dominant innovation clusters, occupied by dynamic science and technology
businesses. Whilst retaining its conviction in the original life sciences
investment policy, factors beyond Life Science REIT's control, in particular
higher inflation and elevated interest rates, have led to a slowdown in
leasing activity and negatively impacted investor sentiment for the life
science sector, restricting its ability to scale, which have impacted on both
operational and share price performance. At the same time, whilst the
longer-term structural drivers remain intact, the sector has suffered from a
subdued venture capital and follow-on funding climate.

"Having previously announced that it would pursue a managed wind-down, the
Life Science REIT Board now believes that the Acquisition will provide a
superior outcome for Life Science REIT Shareholders, delivering greater and
more immediate value, as well as the option to remain invested in the sector
longer term under the umbrella of a larger and more diversified company whilst
removing the uncertainty, market risk, illiquidity and frictional costs
associated with a managed wind-down of the portfolio."

Commenting on the Acquisition, Simon Carter, Chief Executive of British Land
said:

"The acquisition of Life Science REIT represents an exciting opportunity for
British Land to drive value from a well-located Golden Triangle portfolio. Our
scalable platform will unlock significant synergies and attract a broader
range of occupiers from the fast-growing Science & Technology sector than
the previous life science mandate has allowed. The Acquisition is immediately
earnings accretive from synergies alone, is NTA neutral, and has scope for
further significant earnings growth from the lease-up of high quality newly
delivered space at Oxford Technology Park.

"The Acquisition underlines our confidence in the long-term occupational
fundamentals of the Science & Technology sector, and our ability to
deliver attractive returns by focusing on sectors where we have deep expertise
and a clear competitive advantage."

Analyst and investor presentation

British Land will host a presentation for analysts and investors at 8:00 a.m.
(London time) today to discuss the Acquisition. A live webcast of the
presentation including Q&A will be available via the British Land website
at https://www.britishland.com/ (https://www.britishland.com/) or on
https://brrmedia.news/BLND_012026 (https://brrmedia.news/BLND_012026) . The
presentation will be available for playback after the event.

Subject to certain restrictions, the slides used in the presentation will be
available at https://www.britishland.com/investors/offer-for-life-science-REIT
(https://www.britishland.com/investors/offer-for-life-science-REIT) .

This summary should be read in conjunction with, and is subject to, the full
text of this Announcement including the Appendices.

The Acquisition will be subject to the Conditions and further terms set out in
Appendix 1 to this Announcement and the full terms and conditions which will
be set out in the Scheme Document. Appendix 2 contains sources and bases of
certain information contained within this Announcement.  Appendix 3 contains
details of the irrevocable undertakings and letters of support given to
British Land in relation to the Acquisition.  Appendix 4 contains the
definitions of certain terms used in this Announcement.

The person responsible for making this Announcement on behalf of Life Science
REIT is Megan Freeman, MUFG Corporate Governance Limited, Company Secretary.

 

Enquiries:

British Land
 
 

Jonty McNuff (Investors)
                                           +44 (0)7931
684 272

Harriet Scott (Media)
 
+44(0)7977 572 190

Charlotte Whitley (Media)
                                             +44
(0)7887 802 535

 

UBS (Financial Adviser to British Land)
                           +44 (0)20 7567 8000

Fergus Horrobin

Jonathan Retter

Sandip Dhillon

Aadhar Patel

 

FGS Global (PR Adviser to British Land)
                            +44 (0)20 7251 3801

Oli Sherwood

Guy Lamming

 

Life Science REIT
 
 via Panmure Liberum

Claire Boyle, Chair
 
 

 

Panmure Liberum (Financial Adviser to Life Science REIT)
           +44 (0)20 3100 2000

Investment Banking:

Tom Scrivens

Chris Clarke

Alex Collins

Ashwin Kohli
 
 

M&A:

Tim Medak

 

Herbert Smith Freehills Kramer LLP is acting as legal adviser to British Land
in connection with the Acquisition.

Gowling WLG (UK) LLP is acting as legal adviser to Life Science REIT in
connection with the Acquisition.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase or otherwise acquire, subscribe for,
sell, or otherwise dispose of, any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Life Science
REIT or British Land in any jurisdiction in contravention of applicable laws.

The Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, in the event that the Acquisition is to be implemented by means
of a Takeover Offer, the Offer Document), which, together with the Forms of
Proxy, will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any decision
by Life Science REIT Shareholders in respect of, or other response to, the
Acquisition (including any vote in respect of the Resolutions to approve the
Acquisition, the Scheme or related matters), should be made only on the basis
of the information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document). Life Science REIT
and British Land urge Life Science REIT Shareholders to read the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document) carefully when it becomes available because it will
contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus or an exemption document
for the purposes of PRM 1.4.1R or 1.4.9R of the Prospectus Rules.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.

Please be aware that addresses, electronic addresses and certain other
information provided by Life Science REIT Shareholders, persons with
information rights and other relevant persons in connection with the receipt
of communications from Life Science REIT may be provided to British Land
during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Important notices relating to the financial advisers

UBS is authorised and regulated by the Financial Market Supervisory Authority
in Switzerland. It is authorised by the Prudential Regulation Authority and
subject to regulation by the FCA and limited regulation by the Prudential
Regulation Authority in the United Kingdom. UBS is acting as financial adviser
to British Land and no one else in connection with the matters set out in this
Announcement. In connection with such matters, UBS, its affiliates, and its or
their respective directors, officers, employees and agents will not regard any
other person as its client, nor will it be responsible to any other person for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this Announcement or any other matter referred to
herein.

Panmure Liberum, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively as financial adviser and Rule 3 adviser to Life
Science REIT and no one else in connection with the Acquisition or any other
matter or arrangement set out in this Announcement. Panmure Liberum will not
regard any other person as its client in relation to the Acquisition or any
other matter or arrangement set out in this Announcement and will not be
responsible to anyone other than Life Science REIT for providing the
protections afforded to its clients or for providing advice in relation to the
Acquisition or any other matter or arrangement referred to in this
Announcement. Neither Panmure Liberum nor any of its affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Panmure Liberum in connection with the
Acquisition, this Announcement, any statement contained herein or otherwise.
No representation or warranty, express or implied, is made by Panmure Liberum
as to the contents of this Announcement.

Overseas shareholders

The release, publication or distribution of this Announcement in or into
jurisdictions other than the United Kingdom may be restricted by law. Any
persons who are not resident in the United Kingdom should inform themselves
about, and observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their Life Science REIT Shares with respect to the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing another to vote
at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by applicable law
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person.

This Announcement has been prepared for the purpose of complying with English
law, the Code, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by British Land or required by the Code, and
permitted by applicable law and regulation, the New British Land Shares to be
issued pursuant to the Acquisition to Life Science REIT Shareholders will not
be made available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction.

Copies of this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws of, or require registration thereof in, that
jurisdiction. Persons (including without limitation nominees, trustees and
custodians) receiving this Announcement or any formal documentation relating
to the Acquisition must not mail or otherwise forward, distribute or send such
documents in, into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in, into or from, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile, e-mail or
other electronic transmission or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.

The availability of New British Land Shares pursuant to the Acquisition to
Life Science REIT Shareholders who are not resident in the United Kingdom or
the ability of those persons to hold such shares may be affected by the laws
or regulatory requirements of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements.
Life Science REIT Shareholders who are in any doubt about such matters should
consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.

Further details in relation to Life Science REIT Shareholders in overseas
jurisdictions will be contained in the Scheme Document.

The Acquisition will be subject to the applicable requirements of the
Companies Act, the Court, the Code, the Panel, the London Stock Exchange and
the FCA.

Notes to US investors in Life Science REIT

Life Science REIT Shareholders in the United States should note that the
Acquisition relates to the shares of an English company and is proposed to be
made by means of a scheme of arrangement provided for under, and governed by,
English law.  Neither the proxy solicitation nor the tender offer rules under
the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"),
will apply to the Scheme. Moreover the Scheme will be subject to the
disclosure requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. Financial information included in
this Announcement and the Scheme Document has been or will be prepared in
accordance with accounting standards applicable in the UK and may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States. If, in the future, British Land
exercises its right to implement the Acquisition by way of a Takeover Offer
and determines to extend the offer into the United States, such offer will be
made in compliance with applicable United States securities laws and
regulations, including any applicable exemptions under the US Securities Act
of 1933 (as amended) (the "US Securities Act") or US Exchange Act. Any such
Takeover Offer would be made in the United States by British Land and no one
else.

Life Science REIT and British Land are each organised under the laws of
England.  It may be difficult for US holders of Life Science REIT Shares to
enforce their rights and any claim arising out of the US federal laws, since
Life Science REIT and British Land are located outside of the United States,
and some or all of their officers and directors may be residents of countries
other than the United States.  It may not be possible to sue Life Science
REIT, British Land or any of their officers or directors in a non-US court for
violations of US securities laws.  Further, it may be difficult to compel
Life Science REIT, British Land or their respective affiliates to subject
themselves to the jurisdiction and judgement of a US court.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, British Land or its nominees, or its brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase,
Life Science REIT Shares outside of the United States, other than pursuant to
the Acquisition, until the date on which the Acquisition becomes Effective,
lapses or is otherwise withdrawn.  These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices.  Any information about such purchases will be disclosed as required
by law or regulation in the UK, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) .

The receipt of cash and New British Land Shares by a US holder of Life Science
REIT Shares as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local income, franchise
or transfer, as well as foreign and other, tax laws. Each Life Science REIT
Shareholder (including US holders) is urged to consult its independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to them.

This Announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Acquisition, passed upon the fairness of the Acquisition, or
passed upon the adequacy or accuracy of this Announcement. Any representation
to the contrary is a criminal offence in the United States.

Notes regarding New British Land Shares

The New British Land Shares have not been and will not be registered under the
US Securities Act, or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold in the
United States absent registration under the US Securities Act, or pursuant to
an exemption from, or in a transaction not subject to, such registration
requirements and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. It is expected that the New
British Land Shares will be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) thereof. For the purpose of qualifying for the exemption provided by
Section 3(a)(10) of the US Securities Act, Life Science REIT will advise the
Court that its sanctioning of the Scheme will be relied on by British Land for
the purposes of a Section 3(a)(10) exemption following a hearing on the
fairness of the Scheme to Life Science REIT Shareholders.

The New British Land Shares to be issued pursuant to the Scheme have not been
and will not be registered under the relevant securities laws of Japan and the
relevant clearances have not been, and will not be, obtained from the
securities commission of any province of Canada.  No prospectus in relation
to the New British Land Shares has been, or will be, lodged with, or
registered by, the Australian Securities and Investments Commission.

Accordingly, the New British Land Shares are not being, and may not be,
offered, sold, resold, delivered or distributed, directly or indirectly in or
into a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of relevant laws of, or require registration thereof
in, such jurisdiction (except pursuant to an exemption, if available, from any
applicable registration requirements or otherwise in compliance with all
applicable laws).

Disclosure requirements

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 10(th) business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm (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%
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 (http://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 +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

Forward-looking statements

This Announcement contains certain forward-looking statements, including
statements regarding British Land's and Life Science REIT's financial
condition, operations, businesses, plans, objectives and expected performance.
 Such statements relate to events and depend on circumstances that will occur
in the future and are based on certain assessments and assumptions. By their
nature, forward-looking statements involve risks and uncertainties which could
cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove to
have been correct and investors are therefore cautioned not to place undue
reliance on these forward-looking statements.

There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements, including, among others, the enactment of
legislation or regulation that may impose costs or restrict activities;
changes in the global, political, economic, business and competitive
environments and in market and regulatory forces; the re-negotiation of
contracts or licences; fluctuations in demand and pricing in the real estate
industry; fluctuations in exchange controls; changes in government policy and
taxation; industrial disputes; war and terrorism.

Each forward-looking statement in this Announcement speaks only as at the date
of this Announcement. Neither Life Science REIT nor British Land assumes any
obligation to update or correct any forward-looking statements contained in
this Announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law.

All subsequent oral or written forward-looking statements attributable to
British Land or Life Science REIT or any of their respective members,
directors, officers, employees or advisers or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statement
above.

No profit forecasts, profit estimates or quantified financial benefits
statements

Except for the British Land Profit Forecast in paragraph 13, no statement in
this Announcement is intended as a profit forecast, profit estimate or
quantified financial benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for Life Science REIT or British Land for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Life Science REIT or British Land
respectively.

Publication of this Announcement and availability of hard copies

A copy of this Announcement will be available subject to certain restrictions
relating to persons resident in Restricted Jurisdictions on British Land's
website at https://www.britishland.com/investors/offer-for-life-science-REIT
(https://www.britishland.com/investors/offer-for-life-science-REIT) and on
Life Science REIT's website at
https://disclaimer.lifesciencereit.co.uk/offer-for-the-company
(https://disclaimer.lifesciencereit.co.uk/offer-for-the-company) by no later
than 12 noon (London time) on the Business Day following the date of this
Announcement.

The contents of the websites referred to in this Announcement and any website
accessible from hyperlinks on those websites are not incorporated into and do
not form part of this Announcement.

If you have received this Announcement in electronic form or by it being
published on Life Science REIT's website, you can obtain a hard copy of this
Announcement by contacting Life Science REIT's registrar, MUFG Corporate
Markets, at Central Square, 29 Wellington Street, Leeds LS1 4DL or by
telephoning +44 (0) 371 664 0321 or by emailing
shareholderenquiries@cm.mpms.mufg.com.  Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays
in England and Wales). Please note that MUFG Corporate Markets cannot provide
any financial, legal or tax advice. Calls may be recorded and monitored for
security and training purposes. You will not receive a hard copy of this
Announcement unless you so request. You may also inform MUFG Corporate Markets
that you wish all future documents, announcements and information in relation
to the Acquisition be sent to you in hard copy.

No person should construe the contents of this Announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
Announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or from an independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or, if not,
from another appropriately authorised independent financial adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, Life Science REIT confirms that, as
at 27 January 2026 (being the last Business Day prior to the date of this
Announcement), it had in issue 350,000,000 ordinary shares of £0.01 each. The
ISIN for the shares is GB00BP5X4Q29.

For the purposes of Rule 2.9 of the Code, British Land confirms that, as at 27
January 2026 (being the last Business Day prior to the date of this
Announcement), it had in issue 999,860,524 ordinary shares of £0.25 each. The
ISIN for the shares is GB0001367019.

British Land's LEI is RV5B68J2GV3QGMRPW209.

Life Science REIT's LEI is 213800RG7JNX7K8F7525.

 

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 ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC
DOMAIN.

 

FOR IMMEDIATE RELEASE
 
 

28 January 2026

RECOMMENDED CASH AND SHARE OFFER

for

LIFE SCIENCE REIT PLC ("LIFE SCIENCE REIT")

by

THE BRITISH LAND COMPANY PLC ("BRITISH LAND")

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006

 

1.         Introduction

The boards of directors of Life Science REIT and British Land are pleased to
announce that they have reached agreement on the terms and conditions of a
recommended cash and share offer by British Land for the entire issued and to
be issued share capital of Life Science REIT (the "Acquisition"). It is
intended that the Acquisition will be implemented by way of a scheme of
arrangement under Part 26 of the Companies Act.

2.         The Acquisition

Under the terms of the Acquisition, each Life Science REIT Shareholder will be
entitled to receive:

 

            for each Life Science REIT Share: 14.1 pence in cash and
0.07 New British Land Shares (the "Transaction Value")

 

Based on British Land's closing share price of 410.0 pence on 27 January 2026
(being the Business Day immediately prior to the date of this Announcement)
the Transaction Value values each Life Science REIT Share at approximately
42.8 pence and the entire issued and to be issued share capital of Life
Science REIT at approximately £150 million, representing:

·    a premium of approximately 21 per cent. to the closing price of 35.4
pence per Life Science REIT Share on 27 January 2026, being the Business Day
immediately prior to the date of this Announcement;

·     a premium of approximately 15 per cent. to the volume-weighted
average price per Life Science REIT Share of 37.3 pence for the 3-month period
prior to 27 January 2026, being the Business Day immediately prior to the date
of this Announcement; and

·    a discount of approximately 26 per cent. to the unaudited EPRA NTA of
Life Science REIT as at 31 December 2025 of 57.7 pence per Life Science REIT
Share. The Scheme Document will contain a valuation in respect of Life Science
REIT's property portfolio as at 31 December 2025 in accordance with Rule 29 of
the Code.

Immediately following completion of the Acquisition, Life Science REIT
Shareholders will hold approximately 2.4 per cent. of the Enlarged Group and
existing British Land Shareholders will hold approximately 97.6 per cent. of
the Enlarged Group.

It is intended that the Acquisition will be implemented by means of a
court-sanctioned scheme of arrangement of Life Science REIT under Part 26 of
the Companies Act, further details of which are contained in paragraph 10
below.

Based on the expected timetable of the Scheme, Life Science REIT Shareholders
are expected to be eligible for the British Land final dividend for the year
ending March 2026, expected to be declared in May 2026, and paid in July 2026.

If any dividend or other distribution or return of value is declared, made,
paid or becomes payable by Life Science REIT in respect of any Life Science
REIT Shares on or after the date of this Announcement and on or prior to the
Effective Date British Land will have the right to reduce the value of the
consideration payable for each Life Science REIT Share by up to the amount per
Life Science REIT Share of such dividend, distribution or return of value
except where the Life Science REIT Share is or will be acquired pursuant to
the Scheme on a basis which entitles British Land to receive the dividend,
distribution or return of value and to retain it. Further details of these
terms are set out in paragraph 16 below.

If any such dividend, distribution or return of value is declared, made, paid
or becomes payable on or after the date of this Announcement and British Land
exercises its rights described above, any reference in this Announcement to
the consideration payable under the Scheme shall be deemed to be a reference
to the consideration as so reduced.

Life Science REIT Shares to be acquired pursuant to the Acquisition will be
acquired fully paid and free from all liens, equities, charges, encumbrances,
options, rights of pre-emption and any other third party rights and interests
of any nature and together with all rights now or hereafter attaching or
accruing to them, including voting rights and the right to receive and retain
in full all dividends and other distributions (if any) declared, made or paid
on or after the date of this Announcement. Any new Life Science REIT Shares
issued to British Land pursuant to the Scheme will be issued on the same
basis.

3.         Background to and reasons for the Acquisition

British Land believes the Acquisition is an attractive opportunity to:

·   use its platform to deliver immediate earnings per share accretion (as
a result of substantial realisable administrative and financial cost savings)
in an EPRA NTA per share neutral manner;

·    add value by using the British Land platform to target a broader range
of Science & Technology occupiers than the previous life science mandate
allowed; and

·   realise further significant earnings accretion in time, relative to
deal size, through capturing reversion and letting up recently delivered
space, given the current portfolio ERV of £26.5 million.

British Land has a clear, value-add strategy to leverage its deep development
and asset management capabilities to create value for shareholders.  It is
focused on two core sectors with strong occupational fundamentals - campuses
and retail parks - which represent 90 per cent. of its portfolio.

Targeting fast growing customers is at the core of the campus strategy and
British Land has identified innovation sectors, particularly Science &
Technology, as having attractive market fundamentals and being a key driver
for future earnings and valuation growth in the campus portfolio. The wider
Science & Technology sector, and particularly AI, has seen a recent
acceleration in investment and occupier demand, with UK venture capital
investment in 2025 at its highest level since 2022, having increased 35 per
cent. year-on-year.

In line with this strategy, British Land has seen good leasing momentum with
Science & Technology occupiers, having doubled the number of innovation
occupiers in its portfolio since 2022 through the development and delivery of
its Science & Technology-focused campuses, and has recently announced:

·      the launch of One Triton Square in October 2025, a 317k sq ft
innovation 'campus within a campus', 72 per cent. of which is let or under
offer;

·      the letting of the entirety of The Optic, a new 100,000 sq ft
office and lab building located at the Peterhouse Technology Park in Cambridge
to ARM Holdings;

·      the completion of lab space, a 20,000 sq ft letting to Synthesia
(the UK's most valuable generative AI media company) and a 11,000 sq ft
letting to Sierra Technologies, at 20 Triton Street, Regent's Place, in the
heart of the Knowledge Quarter;

·      Relation Therapeutics, an end-to-end biotech business developing
transformational medicines, doubling their space take to 13,000 sq ft at 338
Euston Road, Regent's Place;

·      a leading AI business tripling its footprint at Regent's Place from
7,000 sq ft to 22,000 sq ft, a year after moving in; and

·      the launch of a 6,700 sq ft lab incubator space at Drummond Street,
Regent's Place in partnership with Co-Laboratories, a dynamic, community-led
incubator built for life science startups. The space is already c.70 per cent.
let to sixteen fast growing organisations since its launch in April 2025.

Through the Acquisition, British Land sees a compelling opportunity to grow
its Science & Technology footprint, adding five well-located assets with a
complementary tenant roster to its portfolio, enhancing its position as one of
the leading providers of space to ambitious and fast-growing Science &
Technology businesses.

The "Golden Triangle" (London, Oxford, Cambridge) is a key innovation and
technology hub, fostering a strong ecosystem of academic and research
institutions and a deep pool of talent.

The Life Science REIT portfolio is all located within the Golden Triangle,
where occupier demand is strongest and has often outpaced the supply of
available workspace. Life Science REIT's portfolio consists of two prime
Central London assets within the Knowledge Quarter, a high-quality modern
24-acre technology park in Oxford, a 13-acre value-add campus in Cambridge,
and a small single-let asset in Cambridge. The portfolio has attractive
fundamentals, driving mid-single digit ERV growth over the past few years and
an 8 per cent. net reversionary yield. The portfolio has a weighted average
unexpired lease term (being the average unexpired lease term to first break or
expiry weighted by contracted rent across the portfolio, excluding development
property and land) of 4.6 years and a growing blue-chip tenant base.

The continuing demand for best-in-class space in the Golden Triangle is
supportive of further rental growth in these markets in general.

Building on the good leasing momentum in its own portfolio, British Land sees
an opportunity to secure a broader range of occupiers from the fast-growing
Science & Technology sector for Life Science REIT's portfolio than the
previous life science mandate has allowed. Whilst life science demand was more
muted in 2025, a relatively small proportion of Life Science REIT's portfolio
currently relates to dedicated laboratory space (c.48,000 sq ft (<6 per
cent. by floor area), which is over 80 per cent. let).

British Land sees potential to realise substantial savings in Life Science
REIT's administrative costs by bringing the Life Science REIT portfolio on to
British Land's asset management platform, including through the cessation of
the existing Investment Advisory Agreement with the Investment Adviser and the
existing Investment Management Agreement with the AIFM in accordance with
their respective terms and by benefiting from the removal of other corporate
expenditure associated with Life Science REIT currently being an independent
listed company.

This realisation of substantial savings means the Acquisition will be earnings
accretive and EPRA NTA per share neutral to British Land immediately following
the Effective Date. Further meaningful earnings accretion relative to the
Acquisition's scale is anticipated to be realised in time through let up of
vacant space within the Life Science REIT portfolio and capturing the
reversion.  The majority of the vacancy is in newly delivered, high quality
space at Oxford Technology Park, where the majority of asking rents are very
affordable at £20-£25 per square foot.

Shareholders of Life Science REIT will enjoy a number of benefits from the
Acquisition and as shareholders of the Enlarged Group, in particular:

·      a more diversified exposure to attractive growth subsegments:

o  campuses providing best-in-class workspaces concentrated in London; and

o  a highly attractive retail park portfolio;

·      significant potential for growth via a development pipeline of
best-in-class campuses;

·      access to a market leading operating platform;

·      access to significantly beneficial financing, both in terms of
flexibility, scale and price, benefitting from British Land's investment grade
rating (Fitch unsecured: A);

 

·      an immediate increase in earnings per share for Life Science REIT
Shareholders, combined with an attractive and growing dividend which is
underpinned by British Land's expected earnings per share growth of 3-6 per
cent. per annum in the coming years, with at least 6 per cent. growth expected
in the year ended 31 March 2027; and

·      significantly increased share liquidity, with average daily trading
volumes of £15.0 million on the London Stock Exchange (and £24.3 million
across all lines) over the last 3 months.

British Land believes that the Acquisition represents an attractive
proposition for Life Science REIT Shareholders. The Transaction Value provides
a significant premium to Life Science REIT's undisturbed share price, with a
material element of cash consideration and the option either to retain
exposure to the sector through holding shares in the Enlarged Group, or to
realise value by taking advantage of British Land's superior liquidity and
selling shares for cash.

4.         Recommendation

The Life Science REIT Directors, who have been so advised by Panmure Liberum
as to the financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable.  In providing its advice to the Life
Science REIT Directors, Panmure Liberum has taken into account the commercial
assessments of the Life Science REIT Directors. Panmure Liberum is providing
independent financial advice to the Life Science REIT Directors for the
purposes of Rule 3 of the Code.

Accordingly, the Life Science REIT Directors intend unanimously to recommend
that Life Science REIT Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting which are to
be convened to approve the Acquisition (or in the event that the Acquisition
is implemented by way of a Takeover Offer, to accept or procure acceptance of
such offer), as the Life Science REIT Directors or their close relatives
(where relevant) have irrevocably undertaken to do in respect of their own
beneficial holdings of Life Science REIT Shares which amount, in aggregate, to
100,342 Life Science REIT Shares, representing approximately 0.03 per cent. of
the issued share capital of Life Science REIT on 27 January 2026 (being the
last Business Day prior to the date of this Announcement).

5.         Background to and reasons for the recommendation

By May 2022, Life Science REIT had fully invested the equity proceeds of its
November 2021 oversubscribed £350 million IPO. Since then Life Science REIT,
in common with the majority of UK REITs, has faced a number of macroeconomic
headwinds which have impacted on both operational and share price performance.
In particular, higher inflation and elevated interest rates led to a slowdown
in leasing activity and negatively impacted investor sentiment for the life
science sector. This has been a significant challenge for Life Science REIT in
allowing it to support its capital expenditure initiatives and commitments for
certain assets within the portfolio, which aimed to increase the life science
sector focus and drive increased rents.

Since June 2022, Life Science REIT's share price has also traded at a
persistent and significant discount to net asset value, making it difficult to
raise further equity capital, which would have supported growth, as well as
delivered a larger and more liquid vehicle for shareholders, with a more
diversified pool of assets.

In light of the above factors, and the prospect of increasingly challenging
headwinds for Life Science REIT, on 14 March 2025 Life Science REIT announced
a strategic review to consider the future of Life Science REIT and to explore
all strategic options available to maximise value for Life Science REIT
Shareholders, alongside a formal sale process. At the same time, the Life
Science REIT Board decided to suspend any future dividends.

On 19 September 2025, Life Science REIT announced the conclusion of the
strategic review and formal sale process. Following a detailed review of the
options available to Life Science REIT and after consultation with its
advisers, as well as taking into account feedback received from a number of
larger shareholders, the Life Science REIT Board concluded that it would be in
the best interests of Life Science REIT Shareholders as a whole to put forward
a proposal for the managed wind-down of Life Science REIT. Life Science REIT
Shareholders approved the recommended proposal to implement the managed wind
down on 24 November 2025. As such, Life Science REIT is now managed with the
intention of realising all of the assets in its portfolio in an orderly
manner, with a view to initially repaying borrowings, followed by making
timely returns of capital to Life Science REIT Shareholders.

Following commencement of the managed wind down process, Life Science REIT
received an indicative offer from British Land. Following further extensive
consideration and taking into account, inter alia, receipt of a revised
valuation of the Life Science REIT portfolio as at 31 December 2025, as well
as recent indicative offers for certain assets at unattractive levels, the
Life Science REIT Board has concluded that, on balance, the Acquisition
represents the most attractive proposal for Life Science REIT Shareholders.
Whilst the Life Science REIT Board notes that the offer is at a discount to
the latest EPRA NTA per Life Science REIT Share, it is cognisant of the
feedback received from Life Science REIT Shareholders. This includes the
importance of providing Life Science REIT Shareholders with the ability to
realise the value of their investment, provided through a combination of cash
and investment in a more liquid stock, as well as the option of remaining
invested in the sector longer term under the umbrella of a larger and more
diversified company with the necessary cash reserves and resources to realise
the full potential of the Life Science REIT portfolio, and which has a wider
range of value-drivers at its disposal, alongside an attractive dividend
yield.

Financial and strategic rationale for the Acquisition

The Life Science REIT Board has carefully considered the financial and
strategic benefits of the Acquisition as follows:

·      the Life Science REIT Board believes that the Acquisition delivers
a superior outcome for Life Science REIT Shareholders when considering the
certainty and speed that the Acquisition provides, set against the likely
value achievable, uncertainty, market risk, illiquidity and frictional costs
associated with a managed wind-down of the portfolio;

·      the Transaction Value values each Life Science REIT Share at
approximately 42.8 pence and the entire issued share capital of Life Science
REIT at approximately £150 million, representing:

o   a premium of approximately 21 per cent. to the closing price of 35.4
pence per Life Science REIT Share on 27 January 2026, being the Business Day
immediately prior to the date of this Announcement; and

o   a premium of approximately 15 per cent. to the volume-weighted average
price per Life Science REIT Share of 37.3 pence for the 3-month period prior
to 27 January 2026, being the Business Day immediately prior to the date of
this Announcement;

·      the Acquisition provides Life Science REIT Shareholders with the
following benefits:

o   attractive offer composition, including the ability to part crystallise
the value of their investment in cash;

o   ability to participate in any potential improvement in the property cycle
via the Enlarged Group;

o   ability to participate in future earnings growth from the Life Science
REIT portfolio which British Land, with its larger asset management platform,
is well placed to extract;

o   ongoing exposure to the life science and technology sectors through
British Land's core campus strategy with a growing Science & Technology
footprint;

o   a significant increase in scale; British Land is the 5th largest UK REIT,
a FTSE 100 Index constituent and the Enlarged Group will benefit from a
combined portfolio of £10.1 billion and EPRA NTA of £6.0 billion;

o   significantly increased share liquidity, with average daily trading
volumes of £15.0 million on the London Stock Exchange over the last 3 months
for British Land Shares, compared to £0.4 million for Life Science REIT
Shares, which will allow Life Science REIT Shareholders who wish to realise
value by selling British Land Shares for cash to do so with superior liquidity
in the market;

o   an immediate increase in earnings per share for Life Science REIT
Shareholders, combined with a covered dividend with higher dividend yield
(prior to Life Science REIT's suspension of its dividend) supported by a
British Land dividend policy to pay 80 per cent. of underlying earnings per
share; and

o   Life Science REIT Shareholders are expected to be eligible for the
British Land final dividend for the year ending March 2026, expected to be
declared in May 2026, and paid in July 2026.

Accordingly, the Life Science REIT Directors intend unanimously to recommend
that Life Science REIT Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolutions to be proposed at the General Meeting (or in the
event that the Acquisition is implemented by way of a Takeover Offer, to
accept or procure acceptance of such offer), as the Life Science REIT
Directors or their close relatives (where relevant) have irrevocably
undertaken to do in respect of their own beneficial holdings of Life Science
REIT Shares, representing, in aggregate, approximately 0.03 per cent. of Life
Science REIT's issued share capital as at 27 January 2026 (being the last
Business Day prior to the date of this Announcement).

6.         Information on British Land

British Land is a UK REIT listed on the London Stock Exchange and a
constituent of the FTSE 100 Index with a market capitalisation of £4.1
billion as at 27 January 2026, being the last Business Day prior to the date
of this Announcement.

British Land is a UK commercial property company focused on real estate
sectors with strong occupational fundamentals: primarily campuses and retail
parks, which comprise 90 per cent. of its portfolio. British Land owns or
manages a portfolio valued at £15.2 billion (British Land share: £9.8
billion) as at 30 September 2025.

British Land is one of the leading owners and operators of office-led campuses
in London. Campuses are located close to key transport hubs with leading
sustainability and design credentials, surrounded by attractive public spaces
and a range of amenities. Science and Technology is a core part of the campus
strategy and British Land has a strong existing presence in the Golden
Triangle of Oxford, Cambridge and London (particularly in the Knowledge
Quarter around Regent's Place and in Cambridge).

British Land's campus at Regents Place is in London's Knowledge Quarter, home
to a range of academic and research institutions including University College
London and its world leading computer science department, The Alan Turing
Institute, The Francis Crick Institute, The Wellcome Trust and University
College London Hospital. It also has Science & Technology schemes in
Cambridge.

The Scheme Document will contain a valuation in respect of British Land's
property portfolio as at 30 September 2025 in accordance with Rule 29 of the
Code.

7.         Information on Life Science REIT

Life Science REIT is an externally managed UK REIT, listed on the London Stock
Exchange, which was launched in November 2021 raising £350 million of equity.
Life Science REIT's investment policy at launch was to invest in a diversified
portfolio of properties across the UK which are typically leased or intended
to be leased to tenants operating in, or providing a benefit to, the life
science sector, in order to generate capital growth, while also delivering
growing income.

Since launch, Life Science REIT has invested in a portfolio of predominantly
life science related properties located in the in-demand markets of the Golden
Triangle.

On 24 November 2025, Life Science REIT announced that Life Science REIT
Shareholders had approved the adoption of a new investment objective and
investment policy in relation to the managed wind-down of Life Science REIT.
As such, Life Science REIT is now managed with the intention of realising all
of the assets in its portfolio in an orderly manner, with a view to initially
repaying borrowings, followed by making timely returns of capital to Life
Science REIT Shareholders.

As at 31 December 2025, Life Science REIT's portfolio comprised five assets,
valued at approximately £332.6 million. This includes £27.1 million of
development assets, all of which are contained within the Oxford Technology
Park ("OTP"). Approximately 41.4 per cent. of the assets by value are located
in London, 40.4 per cent. in Oxford (represented by OTP) and the balance in
Cambridge. The Scheme Document will contain a valuation in respect of Life
Science REIT's property portfolio as at 31 December 2025 in accordance with
Rule 29 of the Code.

As at 31 December 2025, Life Science REIT had a contracted rent roll of
£18.74 million and an ERV of £26.5 million.

8.         Intentions of British Land with regard to the business of Life Science REIT

Property strategy

British Land believes Life Science REIT's portfolio of assets are
complementary to British Land's existing Science & Technology focus within
its broader campus strategy, as set out in paragraph 3 above. British Land
intends to integrate Life Science REIT's assets into its existing platform and
to maintain Life Science REIT's existing capital expenditure commitments as
disclosed in the Life Science REIT Half Year Results.

British Land actively manages its assets to drive value for its shareholders.
This includes recycling capital through disposals where British Land has
assessed prevailing market conditions, asset-specific characteristics and the
potential to crystallise returns. Once integrated into the British Land
platform, Life Science REIT's portfolio of assets will be assessed alongside
the other assets in British Land's portfolio.

British Land has no plans to dispose of any of Life Science REIT's properties
in the 12 months following completion of the Acquisition.

Investment management arrangements

Following the Effective Date, British Land expects to assume management of the
properties internally. British Land notes that Life Science REIT announced on
24 November 2025 that it had served 2 years' protective notice to terminate
the Investment Advisory Agreement on 19 November 2025, being the earliest
possible date upon which protective notice could have been served.

It is expected that there is likely to be a reduced requirement for persons
employed by the Investment Adviser whose principal role is the carrying out of
activities on behalf of Life Science REIT (the "Employees"). As a result, it
is expected that all or the majority of the current roles of the Employees
will be put at risk of redundancy, subject to applicable information and
consultation processes. In any scenario, British Land intends to take account
of the existing employment rights, including pension rights, of all Employees,
in accordance with applicable law.

It is intended that employees of the Investment Adviser will resign from the
boards of Life Science REIT's subsidiaries on or shortly after the Effective
Date.

Pensions, fixed assets, research and development and headquarters

As Life Science REIT is an externally managed UK REIT, Life Science REIT does
not have any employees and therefore does not operate any pension schemes.

Life Science REIT has no place of business, fixed assets (other than its
property portfolio), research and development function or headquarters.

Board and governance arrangements

British Land intends to delist Life Science REIT immediately following the
Effective Date. Consequently, Life Science REIT will not require listed
company governance structures and, accordingly, it is intended that each of
the Life Science REIT Directors will resign from the Board of Life Science
REIT on the Effective Date.

UK REIT status and Alternative Investment Fund status

Life Science REIT is an alternative investment fund and falls within the UK
REIT regime; it therefore benefits from the tax efficiencies provided by each
such regime. Additionally, British Land falls within the UK REIT regime.
Following the Effective Date, Life Science REIT will cease to be a 'collective
investment undertaking' and therefore will no longer constitute an
'alternative investment fund' (in each case within the meaning of the UK
AIFMD). However, the intention is that the Enlarged Group will continue to
benefit from the UK REIT regime, and the tax efficiencies associated with that
REIT regime will continue to apply to the Enlarged Group.

Registered office

Following the Effective Date, the registered office of Life Science REIT will
be moved to British Land's office in London.

Trading facilities

Applications will be made to the FCA for the cancellation of the listing of
the Life Science REIT Shares on the closed-ended investment funds category of
the Official List and to the London Stock Exchange for the cancellation of the
admission to trading of Life Science REIT Shares on the London Stock
Exchange's Main Market for listed securities. It is expected that such
de-listing and cancellation of admission to trading would take effect on the
Business Day after the Effective Date. Further details about the de-listing
and cancellation of trading of the Life Science REIT Shares can be found in
paragraph 11 of this Announcement.

No statements in this paragraph 8 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Code.

9.         Irrevocable undertakings and letters of support

In addition to the irrevocable undertakings from the Life Science REIT
Directors or their close relatives (where relevant) that beneficially own Life
Science REIT Shares, British Land has received irrevocable undertakings and
letters of support from Life Science REIT Shareholders in respect of the
Acquisition who are interested, in aggregate, in 108,994,451 Life Science REIT
Shares, constituting approximately 31.1 per cent. of Life Science REIT's
issued share capital as at 27 January 2026 (being the last Business Day prior
to the date of this Announcement) as follows:

·      irrevocable undertakings to vote in favour of the Scheme at the
Court Meeting and the Resolutions to be proposed at the General Meeting from
Life Science REIT Shareholders holding, in aggregate, 28,588,124 Life Science
REIT Shares, constituting approximately 8.2 per cent. of Life Science REIT's
issued share capital as at 27 January 2026 (being the last Business Day prior
to the date of this Announcement);

·      a letter of intent, confirming the intention to vote in favour of
the Scheme at the Court Meeting and the Resolutions to be proposed at the
General Meeting from a Life Science REIT Shareholder in respect of 30,208,000
Life Science REIT Shares representing approximately 8.6 per cent. of Life
Science REIT's issued share capital as at 27 January 2026 (being the last
Business Day prior to the date of this Announcement); and

·      a commitment in respect of Saba Capital Management, LP's interests
in cash-settled total return swaps in respect of 50,198,327 Life Science REIT
Shares, constituting approximately 14.3 per cent. of Life Science REIT's
issued share capital as at 27 January 2026 (being the last Business Day prior
to the date of this Announcement) that, in the event that Saba Capital
Management, LP acquires any of such underlying Life Science REIT Shares
(whether in connection with the settlement of such swaps or otherwise), such
underlying Life Science REIT Shares would become subject to the irrevocable
undertaking given by Saba Capital Management, LP to vote in favour of the
Scheme at the Court Meeting and the Resolutions to be proposed at the General
Meeting. These cash-settled total return swaps do not confer an entitlement to
exercise the voting rights attaching to the underlying Life Science REIT
Shares.

Further details of the irrevocable undertakings and letters of support are set
out in Appendix 3 to this Announcement.

10.       Structure of, and Conditions to, the Acquisition

It is intended that the Acquisition will be implemented by means of a
court-sanctioned scheme of arrangement of Life Science REIT under Part 26 of
the Companies Act.

The purpose of the Scheme is to provide for British Land to become the owner
of the entire issued and to be issued share capital of Life Science REIT. In
order to achieve this, the Scheme Shares will be transferred to British Land
under the Scheme. In consideration for this transfer, the Scheme Shareholders
will receive cash and New British Land Shares on the basis set out in
paragraph 2 of this Announcement. The transfer to British Land of the Scheme
Shares will result in Life Science REIT becoming a wholly owned subsidiary of
British Land.

The Acquisition is subject to the Conditions and further terms set out in
Appendix 1 of this Announcement and to be set out in the Scheme Document.

The Scheme will only become Effective if, among other things, the following
events occur no later than the Long-Stop Date:

(a)           the Scheme must be approved by Scheme Shareholders by the
passing of a resolution at the Court Meeting. This resolution must be approved
by a majority in number of the Scheme Shareholders present and voting (and
entitled to vote) at the Court Meeting, either in person or by proxy,
representing not less than 75 per cent. in value of the Scheme Shares held by
such Scheme Shareholders;

(b)          the Resolutions must be passed by the requisite majority of
votes validly cast, whether in person or by proxy, by Life Science REIT
Shareholders at the General Meeting to be held immediately after the Court
Meeting;

(c)           following the Court Meeting and the General Meeting, the
Scheme must also be sanctioned by the Court (with or without modification, but
subject to any such modification being on terms acceptable to Life Science
REIT and British Land); and

(d)          following the sanction by the Court, a copy of the Court
Order must be delivered to the Registrar of Companies for registration.

Additionally, the Scheme will lapse if, among other things:

(a)           the Court Meeting and General Meeting are not held on or
before the 22(nd) day after the expected date of such meetings, which will be
set out in the Scheme Document in due course (or such later date as may be
agreed by British Land and Life Science REIT with the consent of the Panel
and, if required, the Court);

(b)          the Court Sanction Hearing is not held on or before the
22(nd) day after the expected date of such hearing, which will be set out in
the Scheme Document in due course (or such later date as may be agreed by
British Land and Life Science REIT with the consent of the Panel and, if
required, the Court); or

(c)           the Scheme does not become Effective on or before the
Long-Stop Date.

Any Scheme Shareholder is entitled to attend the Court Sanction Hearing in
person or through counsel to support or oppose the sanctioning of the Scheme.

Once the Scheme becomes Effective, it will be binding on all Scheme
Shareholders, whether or not they voted at the Court Meeting and the General
Meeting and, if they did vote, whether or not they voted in favour of or
against the resolutions proposed at those meetings.

The terms of the Scheme will provide that the Scheme Shares will be acquired
under the Scheme fully paid and free from all liens, equitable interests,
charges, encumbrances, options, rights of pre-emption and any other third
party rights or interests of any nature whatsoever and together with all
rights attaching thereto, including the right to receive and retain all
dividends and other distributions and returns of value declared, paid or made
by reference to a record date falling on or after the Effective Date.

Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document. The Scheme Document
will be despatched to Life Science REIT Shareholders as soon as reasonably
practicable and in any event within 28 days of this Announcement (unless
otherwise agreed by the Panel, British Land and Life Science REIT).

British Land reserves the right, subject to the prior consent of the Panel, to
elect to implement the acquisition of the Life Science REIT Shares by way of a
Takeover Offer.  In such event, such Takeover Offer will be implemented on
the same terms (subject to appropriate amendments as described in Part 2 of
Appendix 1), so far as applicable, as those which would apply to the Scheme.
 Furthermore, if such Takeover Offer is made and sufficient acceptances of
such Takeover Offer are received, when aggregated with Life Science REIT
Shares otherwise acquired by British Land, it is the intention of British Land
to apply the provisions of section 979 of the Companies Act to acquire
compulsorily any outstanding Life Science REIT Shares to which such Takeover
Offer relates.

11.       De-listing and re-registration

It is expected that the last day of dealings in, and for registration of
transfers of, Life Science REIT Shares (other than the registration of the
transfer of the Scheme Shares to British Land pursuant to the Scheme) will be
the last Business Day prior to the Effective Date, following which the Life
Science REIT Shares will be suspended from the Official List and from trading
on the London Stock Exchange's Main Market for listed securities, and Life
Science REIT Shares will be disabled in CREST.

After the Scheme Record Time and before the Scheme becomes Effective,
entitlements to Life Science REIT Shares in CREST will be cancelled and such
entitlements dematerialised. On the Effective Date, all share certificates in
respect of Life Science REIT will cease to be valid and should be destroyed.

Applications will be made to the FCA for the cancellation of the listing of
the Life Science REIT Shares on the closed-ended investment funds category of
the Official List and to the London Stock Exchange for the cancellation of the
admission to trading of Life Science REIT Shares on the London Stock
Exchange's Main Market for listed securities. It is expected that such
de-listing and cancellation of admission to trading would take effect on the
Business Day after the Effective Date.

If the Scheme is sanctioned by the Court, it is intended that any Life Science
REIT Shares held in treasury will be cancelled prior to the Scheme becoming
Effective.

British Land intends to re-register Life Science REIT as a private company as
soon as it is appropriate to do so under the provisions of the Companies Act.

12.       Settlement, admission to trading and dealing in New British Land Shares

Once the Scheme has become Effective, New British Land Shares will be allotted
to former Life Science REIT Shareholders. The New British Land Shares will be
issued credited as fully paid and will rank pari passu in all respects with
the British Land Shares in issue at the time the New British Land Shares are
issued pursuant to the Acquisition, including the right to receive and retain
in full all dividends and other distributions (if any) announced, declared,
made or paid, or any other return of value (whether by reduction of share
capital or share premium account or otherwise) made, in each case by reference
to a record date falling on or after the Effective Date.

Fractions of New British Land Shares will not be allotted or issued to Life
Science REIT Shareholders pursuant to the Acquisition. Entitlements to New
British Land Shares will be rounded down to the nearest whole number of New
British Land Shares. All fractional entitlements to New British Land Shares
will be aggregated and sold in the market after the Effective Date. The net
proceeds of such sale (after deduction of all expenses and commissions
incurred in connection with the sale) will be distributed in due proportions
to Scheme Shareholders who would otherwise have been entitled to such
fractions. However, individual fractional entitlements to amounts of less than
£5 will not be paid to Life Science REIT Shareholders but will be retained
for the benefit of the Enlarged Group.

It is intended that an application will be made to the London Stock Exchange
for the New British Land Shares to be admitted to trading on the London Stock
Exchange's Main Market for listed securities.  It is expected that admission
of the New British Land Shares to trading on the London Stock Exchange's Main
Market for listed securities will become effective, and that dealings for
normal settlement in the New British Land Shares will commence, at 8.00 a.m.
on the first Business Day after the date on which the Scheme becomes
Effective.

The existing British Land Shares are admitted to CREST. It is expected that
all of the New British Land Shares, when issued and fully paid, will be
capable of being held and transferred by means of CREST.

Further details on listing, dealing and settlement will be included in the
Scheme Document.

13.       British Land profit forecast

On 19 November 2025, British Land released a press release in connection with
its results for the six months ended 30 September 2025, which included a
profit forecast for the full year ending 31 March 2026 and future financial
periods (the "British Land Profit Forecast") as set out below:

"Expect FY26 Underlying EPS of at least 28.5p, with growth of at least 6%
expected for FY27 (30.2p), and 3-6% beyond

Comfortable with current market expectations for Underlying EPS"

On the same day, British Land released an investor presentation which included
further detail on its guidance on income and costs for the full year ending 31
March 2026 (the "FY26 Detailed Guidance") as follows:

              "Gross Rental Income - £530-540m

              Net Rental Income Margin - c.87-88%

              Admin Costs - £(75)-(76)m

              Fees and other income - £25-28m

              Financing Costs - £(125)-(135)m".

Application of Rule 28 of the Code

The British Land Profit Forecast set an expectation for earnings per share,
income and costs for the year ending 31 March 2026 and future financial
periods, which for the purposes of Rule 28.1(c) of the Code constitute a
profit forecast.

The British Land Directors confirm that, as at the date of this Announcement,
the British Land Profit Forecast remains valid and that the British Land
Profit Forecast has been properly compiled on the basis of the assumptions
stated below and that the basis of accounting used is consistent with British
Land's accounting policies which are in accordance with UK-adopted
International Accounting Standards and those that British Land applied in
preparing its financial statements for the six months ended 30 September 2025.

Basis for preparation and principal assumptions

The British Land Profit Forecast is based upon internal British Land forecasts
and has been made in relation to the current British Land Group rather than
the Enlarged Group following completion of the Acquisition.

In confirming the British Land Profit Forecast, the British Land Directors
have made the following assumptions in respect of the year ending 31 March
2026 and future financial periods:

Factors outside the influence or control of the British Land Directors:

·      There will be no material changes to existing prevailing
macroeconomic or political conditions in the markets and regions in which
British Land operates.

·      There will be no material changes to the conditions of the markets
and regions in which British Land operates or in relation to customer demand
or the behaviour of competitors in those markets and regions.

·      The interest, inflation and tax rates in the markets and regions in
which British Land operates will remain materially unchanged from the
currently prevailing rates.

·      There will be no material adverse events that will have a
significant impact on British Land's financial performance.

·      There will be no business disruptions that materially affect
British Land or its key customers, including natural disasters, acts of
terrorism, cyberattack and/or technological issues or supply chain
disruptions.

·      There will be no material changes in legislation or regulatory
requirements impacting on British Land's operations or on its accounting
policies.

·      There will be no material changes to British Land's obligations to
customers.

Factors within the influence or control of the British Land Directors:

·      There will be no material change to the present management of
British Land, other than the departure of Simon Carter as Chief Executive as
announced by British Land on 12 January 2026.

·      There will be no material change in the operational strategy of
British Land.

·      There will be no material adverse change in British Land's ability
to initiate and maintain customer relationships.

·      There will be no material change in the dividend or capital
policies of British Land.

14.       Offer-related arrangements

Confidentiality Agreement

Life Science REIT and British Land entered into the Confidentiality Agreement
on 8 December 2025 pursuant to which each of Life Science REIT and British
Land undertook, among other things, to (i) keep certain information relating
to the Acquisition and the other party confidential and not to disclose it to
third parties (other than permitted parties) unless required by law or
regulation, among other exceptions; and (ii) use the confidential information
only in connection with the Acquisition. These confidentiality obligations
will remain in force until the earlier of: (i) the date of completion of the
Acquisition; and (ii) 18 months from the date of the Confidentiality
Agreement.

In addition, British Land has agreed to certain standstill undertakings, all
of which ceased to apply upon the release of this Announcement.

15.       Financing of the Acquisition

It is intended that the cash consideration payable by British Land to Life
Science REIT Shareholders under the terms of the Acquisition will be funded by
British Land's existing cash resources.

UBS, in its capacity as financial adviser to British Land, is satisfied that
sufficient cash resources are available to British Land to satisfy in full the
cash consideration payable to Life Science REIT Shareholders under the terms
of the Acquisition.

16.       Dividends

If, on or after the date of this Announcement and on or prior to the Effective
Date, any dividend, distribution, or other return of value is declared, made,
or paid or becomes payable by Life Science REIT, British Land reserves the
right to reduce the value of the consideration payable  under the terms of
the Acquisition for each Life Science REIT Share by an amount equal to the
aggregate amount of such dividend, distribution or other return of value (in
which case references to the Transaction Value will be deemed to be references
to the Transaction Value as so adjusted), except where the Life Science REIT
Share is or will be acquired pursuant to the Scheme (or, if the Acquisition is
implemented by way of a Takeover Offer, the Takeover Offer) on a basis which
entitles British Land to receive the dividend, distribution or return of value
and to retain it.

Any exercise by British Land of the rights referred to in this paragraph 16
shall be the subject of an announcement and, for the avoidance of doubt, shall
not be regarded as constituting any revision or variation of the terms of the
Acquisition. In such circumstances, Life Science REIT Shareholders would be
entitled to retain any such dividend, distribution or other return of value
declared, made or paid or which becomes payable.

17.       Overseas shareholders

The distribution of this Announcement, and the availability of the New British
Land Shares to be issued pursuant to the Acquisition, to persons not resident
in the United Kingdom may be affected by the laws and regulations of the
relevant jurisdiction. Such persons should inform themselves of and observe
any applicable legal or regulatory requirements. Further details in relation
to overseas shareholders will be contained in the Scheme Document.

This Announcement does not constitute, or form part of, any offer for, or any
solicitation of any offer for, securities, nor is it a solicitation of any
vote or approval in any jurisdiction, nor will there be any purchase or
transfer of the securities referred to in this Announcement in any
jurisdiction in contravention of applicable law or regulation.

18.       Disclosure of interests

As at the close of business on 27 January 2026, being the last Business Day
prior to the publication of this Announcement, save for the irrevocable
undertakings referred to in paragraph 9 above, neither British Land nor any of
the British Land Directors, nor, so far as British Land is aware, any person
acting in concert (within the meaning of the Code) with British Land:

·      has any interest in, or right to subscribe for, any Life Science
REIT Shares or securities convertible or exchangeable into Life Science REIT
Shares nor does any such person have any short position (whether conditional
or absolute and whether in the money or otherwise) in Life Science REIT Shares
or in securities convertible or exchangeable into Life Science REIT Shares,
including any short position under a derivative, any agreement to sell, any
delivery obligation or right to require another person to purchase or take
delivery of any Life Science REIT Shares or securities convertible or
exchangeable into Life Science REIT Shares; or

·      has borrowed or lent any Life Science REIT Shares or securities
convertible or exchangeable into Life Science REIT Shares or entered into any
financial collateral arrangements relating to Life Science REIT Shares or
securities convertible or exchangeable into Life Science REIT Shares; or

·      is party to any dealing arrangement of the kind referred to in Note
11 on the definition of acting in concert in the Code in relation to Life
Science REIT Shares or in relation to securities convertible or exchangeable
into Life Science REIT Shares,

and "interests in securities" for these purposes arise, in summary, when a
person has long economic exposure, whether absolute or conditional, to changes
in the price of securities (and a person who only has a short position in
securities is not treated as interested in those securities).

It has not been practicable for British Land to make enquiries of all persons
acting in concert with British Land in advance of the release of this
Announcement. Therefore, all relevant details in respect of persons acting in
concert with British Land will be included in the Opening Position Disclosure
in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Code.

19.       Expected timetable

Further details of the Scheme will be contained in the Scheme Document which
will be sent to Life Science REIT Shareholders as soon as practicable and in
any event within 28 days of the date of this Announcement unless otherwise
agreed by the Panel, British Land and Life Science REIT.

Further details on the timetable for implementation of the Scheme will be set
out in the Scheme Document, which will also include the notices of the Court
Meeting and the General Meeting and specify the necessary actions to be taken
by Life Science REIT Shareholders. It is expected that the Court Meeting and
General Meeting will be held in March 2026.

Subject to satisfaction or, where applicable, waiver of the relevant
Conditions and certain further terms as set out in Appendix 1 to this
Announcement, the Scheme is expected to become Effective within three months
of the date of this Announcement.

20.       Documents available on website

Copies of the following documents are, or will shortly be made, available on
British Land's website at
https://www.britishland.com/investors/offer-for-life-science-REIT
(https://www.britishland.com/investors/offer-for-life-science-REIT) and on
Life Science REIT's website at
https://disclaimer.lifesciencereit.co.uk/offer-for-the-company
(https://disclaimer.lifesciencereit.co.uk/offer-for-the-company) until the end
of the Offer Period:

·      this Announcement;

·      the irrevocable undertakings and letters of support listed in
Appendix 3 to this Announcement;

·      the Confidentiality Agreement; and

·      consent letters from each of UBS and Panmure Liberum.

Neither the contents of the websites referred to in this Announcement nor the
contents of any website accessible from hyperlinks on such websites are
incorporated into or form part of this Announcement.

21.       General

Each of UBS and Panmure Liberum has given and not withdrawn its consent to the
publication of this Announcement with the inclusion herein of the references
to their opinions and names in the form and context in which they are
included.

The Acquisition will be subject to the Conditions and certain further terms of
the Acquisition set out in Appendix 1 to this Announcement and to the full
terms and conditions to be set out in the Scheme Document. Appendix 2 contains
sources and bases of certain information contained within this Announcement.
Appendix 3 contains details of the irrevocable undertakings and letters of
support given to British Land in relation to the Acquisition. Appendix 4
contains the definitions of certain terms used in this Announcement.

 

Analyst and investor presentation

British Land will host a presentation for analysts and investors at 8:00 a.m.
(London time) today to discuss the Acquisition. A live webcast of the
presentation including Q&A will be available via the British Land website
at https://www.britishland.com/ (https://www.britishland.com/) or on
https://brrmedia.news/BLND_012026 (https://brrmedia.news/BLND_012026) . The
presentation will be available for playback after the event.

Subject to certain restrictions, the slides used in the presentation will be
available at https://www.britishland.com/investors/offer-for-life-science-REIT
(https://www.britishland.com/investors/offer-for-life-science-REIT) .

 

The person responsible for making this Announcement on behalf of Life Science
REIT is Megan Freeman, MUFG Corporate Governance Limited, Company Secretary.

 

Enquiries:

British Land
 
 

Jonty McNuff (Investors)
                                           +44 (0)7931
684 272

Harriet Scott (Media)
 
+44(0)7977 572 190

Charlotte Whitley (Media)
                                             +44
(0)7887 802 535

 

UBS (Financial Adviser to British Land)
                          +44 (0)20 7567 8000

Fergus Horrobin

Jonathan Retter

Sandip Dhillon

Aadhar Patel

 

FGS Global (PR Adviser to British Land)
                            +44 (0)20 7251 3801

Oli Sherwood

Guy Lamming

 
 

Life Science REIT
                                             via
Panmure Liberum

Claire Boyle, Chair
 
 

 

Panmure Liberum (Financial Adviser to Life Science REIT)
           +44 (0)20 3100 2000

Investment Banking:

Tom Scrivens

Chris Clarke

Alex Collins

Ashwin Kohli
 
 

M&A:

Tim Medak

 

Herbert Smith Freehills Kramer LLP is acting as legal adviser to British Land
in connection with the Acquisition.

Gowling WLG (UK) LLP is acting as legal adviser to Life Science REIT in
connection with the Acquisition.

Further information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase or otherwise acquire, subscribe for,
sell, or otherwise dispose of, any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor
shall there be any sale, issuance or transfer of securities of Life Science
REIT or British Land in any jurisdiction in contravention of applicable laws.

The Acquisition will be implemented solely pursuant to the terms of the Scheme
Document (or, in the event that the Acquisition is to be implemented by means
of a Takeover Offer, the Offer Document), which, together with the Forms of
Proxy, will contain the full terms and conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any decision
by Life Science REIT Shareholders in respect of, or other response to, the
Acquisition (including any vote in respect of the Resolutions to approve the
Acquisition, the Scheme or related matters), should be made only on the basis
of the information contained in the Scheme Document (or, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document). Life Science REIT
and British Land urge Life Science REIT Shareholders to read the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document) carefully when it becomes available because it will
contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus or an exemption document
for the purposes of PRM 1.4.1R or 1.4.9R of the Prospectus Rules.

The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.

Please be aware that addresses, electronic addresses and certain other
information provided by Life Science REIT Shareholders, persons with
information rights and other relevant persons in connection with the receipt
of communications from Life Science REIT may be provided to British Land
during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Important notices relating to the financial advisers

UBS is authorised and regulated by the Financial Market Supervisory Authority
in Switzerland. It is authorised by the Prudential Regulation Authority and
subject to regulation by the FCA and limited regulation by the Prudential
Regulation Authority in the United Kingdom. UBS is acting as financial adviser
to British Land and no one else in connection with the matters set out in this
Announcement. In connection with such matters, UBS, its affiliates, and its or
their respective directors, officers, employees and agents will not regard any
other person as its client, nor will it be responsible to any other person for
providing the protections afforded to its clients or for providing advice in
relation to the contents of this Announcement or any other matter referred to
herein.

Panmure Liberum, which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively as financial adviser and Rule 3 adviser to Life
Science REIT and no one else in connection with the Acquisition or any other
matter or arrangement set out in this Announcement. Panmure Liberum will not
regard any other person as its client in relation to the Acquisition or any
other matter or arrangement set out in this Announcement and will not be
responsible to anyone other than Life Science REIT for providing the
protections afforded to its clients or for providing advice in relation to the
Acquisition or any other matter or arrangement referred to in this
Announcement. Neither Panmure Liberum nor any of its affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Panmure Liberum in connection with the
Acquisition, this Announcement, any statement contained herein or otherwise.
No representation or warranty, express or implied, is made by Panmure Liberum
as to the contents of this Announcement.

Overseas shareholders

The release, publication or distribution of this Announcement in or into
jurisdictions other than the United Kingdom may be restricted by law. Any
persons who are not resident in the United Kingdom should inform themselves
about, and observe, any applicable legal or regulatory requirements. In
particular, the ability of persons who are not resident in the United Kingdom
to vote their Life Science REIT Shares with respect to the Scheme at the Court
Meeting, or to execute and deliver Forms of Proxy appointing another to vote
at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located. Any failure to comply with
the applicable restrictions may constitute a violation of the securities laws
of any such jurisdiction. To the fullest extent permitted by applicable law
the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person.

This Announcement has been prepared for the purpose of complying with English
law, the Code, the Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the same as that
which would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by British Land or required by the Code, and
permitted by applicable law and regulation, the New British Land Shares to be
issued pursuant to the Acquisition to Life Science REIT Shareholders will not
be made available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction.

Copies of this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any other jurisdiction where to do so would constitute a
violation of the laws of, or require registration thereof in, that
jurisdiction. Persons (including without limitation nominees, trustees and
custodians) receiving this Announcement or any formal documentation relating
to the Acquisition must not mail or otherwise forward, distribute or send such
documents in, into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of the Acquisition.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in, into or from, or by the use of mails or any
means or instrumentality (including, but not limited to, facsimile, e-mail or
other electronic transmission or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of
any Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.

The availability of New British Land Shares pursuant to the Acquisition to
Life Science REIT Shareholders who are not resident in the United Kingdom or
the ability of those persons to hold such shares may be affected by the laws
or regulatory requirements of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements.
Life Science REIT Shareholders who are in any doubt about such matters should
consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.

Further details in relation to Life Science REIT Shareholders in overseas
jurisdictions will be contained in the Scheme Document.

The Acquisition will be subject to the applicable requirements of the
Companies Act, the Court, the Code, the Panel, the London Stock Exchange and
the FCA.

Notes to US investors in Life Science REIT

Life Science REIT Shareholders in the United States should note that the
Acquisition relates to the shares of an English company and is proposed to be
made by means of a scheme of arrangement provided for under, and governed by,
English law. Neither the proxy solicitation nor the tender offer rules under
the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"),
will apply to the Scheme. Moreover the Scheme will be subject to the
disclosure requirements and practices applicable in the UK to schemes of
arrangement, which differ from the disclosure requirements of the US proxy
solicitation rules and tender offer rules. Financial information included in
this Announcement and the Scheme Document has been or will be prepared in
accordance with accounting standards applicable in the UK and may not be
comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States. If, in the future, British Land
exercises its right to implement the Acquisition by way of a Takeover Offer
and determines to extend the offer into the United States, such offer will be
made in compliance with applicable United States securities laws and
regulations, including any applicable exemptions under the US Securities Act
of 1933 (as amended) (the "US Securities Act") or US Exchange Act. Any such
Takeover Offer would be made in the United States by British Land and no one
else.

Life Science REIT and British Land are each organised under the laws of
England.  It may be difficult for US holders of Life Science REIT Shares to
enforce their rights and any claim arising out of the US federal laws, since
Life Science REIT and British Land are located outside of the United States,
and some or all of their officers and directors may be residents of countries
other than the United States. It may not be possible to sue Life Science REIT,
British Land or any of their officers or directors in a non-US court for
violations of US securities laws.  Further, it may be difficult to compel
Life Science REIT, British Land or their respective affiliates to subject
themselves to the jurisdiction and judgement of a US court.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US
Exchange Act, British Land or its nominees, or its brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase
Life Science REIT Shares outside of the United States, other than pursuant to
the Acquisition, until the date on which the Acquisition becomes Effective,
lapses or is otherwise withdrawn.  These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices.  Any information about such purchases will be disclosed as required
by law or regulation in the UK, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) .

The receipt of cash and New British Land Shares by a US holder of Life Science
REIT Shares as consideration for the transfer of its Scheme Shares pursuant to
the Scheme may be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local income, franchise
or transfer, as well as foreign and other, tax laws. Each Life Science REIT
Shareholder (including US holders) is urged to consult its independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to them.

This Announcement does not constitute or form a part of any offer to sell or
issue, or any solicitation of any offer to purchase, subscribe for or
otherwise acquire, any securities in the United States.

Neither the US Securities and Exchange Commission nor any securities
commission of any state or other jurisdiction of the United States has
approved the Acquisition, passed upon the fairness of the Acquisition, or
passed upon the adequacy or accuracy of this Announcement. Any representation
to the contrary is a criminal offence in the United States.

Notes regarding New British Land Shares

The New British Land Shares have not been and will not be registered under the
US Securities Act, or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold in the
United States absent registration under the US Securities Act, or pursuant to
an exemption from, or in a transaction not subject to, such registration
requirements and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. It is expected that the New
British Land Shares will be issued in reliance upon the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) thereof. For the purpose of qualifying for the exemption provided by
Section 3(a)(10) of the US Securities Act, Life Science REIT will advise the
Court that its sanctioning of the Scheme will be relied on by British Land for
the purposes of a Section 3(a)(10) exemption following a hearing on the
fairness of the Scheme to Life Science REIT Shareholders.

The New British Land Shares to be issued pursuant to the Scheme have not been
and will not be registered under the relevant securities laws of Japan and the
relevant clearances have not been, and will not be, obtained from the
securities commission of any province of Canada.  No prospectus in relation
to the New British Land Shares has been, or will be, lodged with, or
registered by, the Australian Securities and Investments Commission.

Accordingly, the New British Land Shares are not being, and may not be,
offered, sold, resold, delivered or distributed, directly or indirectly in or
into a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of relevant laws of, or require registration thereof
in, such jurisdiction (except pursuant to an exemption, if available, from any
applicable registration requirements or otherwise in compliance with all
applicable laws).

Disclosure requirements

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 10(th) business day following the commencement of the
offer period and, if appropriate, by no later than 3.30 pm (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%
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 (http://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 +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

Forward-looking statements

This Announcement contains certain forward-looking statements, including
statements regarding British Land's and Life Science REIT's financial
condition, operations, businesses, plans, objectives and expected performance.
Such statements relate to events and depend on circumstances that will occur
in the future and are based on certain assessments and assumptions. By their
nature, forward-looking statements involve risks and uncertainties which could
cause actual results and developments to differ materially from those
expressed in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations will prove to
have been correct and investors are therefore cautioned not to place undue
reliance on these forward-looking statements.

There are a number of factors which could cause actual results and
developments to differ materially from those expressed or implied by such
forward-looking statements, including, among others, the enactment of
legislation or regulation that may impose costs or restrict activities;
changes in the global, political, economic, business and competitive
environments and in market and regulatory forces; the re-negotiation of
contracts or licences; fluctuations in demand and pricing in the real estate
industry; fluctuations in exchange controls; changes in government policy and
taxation; industrial disputes; war and terrorism.

Each forward-looking statement in this Announcement speaks only as at the date
of this Announcement. Neither Life Science REIT nor British Land assumes any
obligation to update or correct any forward-looking statements contained in
this Announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law.

All subsequent oral or written forward-looking statements attributable to
British Land or Life Science REIT or any of their respective members,
directors, officers, employees or advisers or any persons acting on their
behalf are expressly qualified in their entirety by the cautionary statement
above.

No profit forecasts, profit estimates or quantified financial benefits
statements

Except for the British Land Profit Forecast in paragraph 13, no statement in
this Announcement is intended as a profit forecast, profit estimate or
quantified financial benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for Life Science REIT or British Land for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Life Science REIT or British Land
respectively.

Publication of this Announcement and availability of hard copies

A copy of this Announcement will be available subject to certain restrictions
relating to persons resident in Restricted Jurisdictions on British Land's
website at https://www.britishland.com/investors/offer-for-life-science-REIT
(https://www.britishland.com/investors/offer-for-life-science-REIT) and on
Life Science REIT's website at
https://disclaimer.lifesciencereit.co.uk/offer-for-the-company
(https://disclaimer.lifesciencereit.co.uk/offer-for-the-company) by no later
than 12 noon (London time) on the Business Day following the date of this
Announcement.

The contents of the websites referred to in this Announcement and any website
accessible from hyperlinks on those websites are not incorporated into and do
not form part of this Announcement.

If you have received this Announcement in electronic form or by it being
published on Life Science REIT's website, you can obtain a hard copy of this
Announcement by contacting Life Science REIT's registrar, MUFG Corporate
Markets, at Central Square, 29 Wellington Street, Leeds LS1 4DL or by
telephoning +44 (0) 371 664 0321 or by emailing
shareholderenquiries@cm.mpms.mufg.com. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the United Kingdom
will be charged at the applicable international rate. Lines are open between
9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays
in England and Wales). Please note that MUFG Corporate Markets cannot provide
any financial, legal or tax advice. Calls may be recorded and monitored for
security and training purposes. You will not receive a hard copy of this
Announcement unless you so request. You may also inform MUFG Corporate Markets
that you wish all future documents, announcements and information in relation
to the Acquisition be sent to you in hard copy.

No person should construe the contents of this Announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
Announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or from an independent financial adviser duly
authorised under FSMA if you are resident in the United Kingdom or, if not,
from another appropriately authorised independent financial adviser.

Rounding

Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of figures that precede them.

Rule 2.9 of the Code

For the purposes of Rule 2.9 of the Code, Life Science REIT confirms that, as
at 27 January 2026 (being the last Business Day prior to the date of this
Announcement), it had in issue 350,000,000 ordinary shares of £0.01 each. The
ISIN for the shares is GB00BP5X4Q29.

For the purposes of Rule 2.9 of the Code, British Land confirms that, as at 27
January 2026 (being the last Business Day prior to the date of this
Announcement), it had in issue 999,860,524 ordinary shares of £0.25 each. The
ISIN for the shares is GB0001367019.

British Land's LEI is RV5B68J2GV3QGMRPW209.

Life Science REIT's LEI is 213800RG7JNX7K8F7525.

 

Appendix 1

CONDITIONS to AND CERTAIN FURTHER TERMS OF THE ACQUISITION AND THE SCHEME

Part 1 Conditions to the Acquisition and the Scheme

Long-Stop Date

1.         The Acquisition will be conditional upon the Scheme becoming
unconditional and Effective by no later than the Long-Stop Date.

Scheme Conditions

2.         The Scheme will be conditional on:

(a)           its approval by a majority in number of the Scheme
Shareholders present, entitled to vote and voting at the Court Meeting, or at
any adjournment thereof, either in person or by proxy, representing not less
than 75 per cent. in value of the Scheme Shares held by such Scheme
Shareholders;

(b)          such Court Meeting, or any adjournment thereof, being held
on or before the 22(nd) day after the expected date of the Court Meeting to be
set out in the Scheme Document in due course (or such later date (if any) as
British Land and Life Science REIT may agree, with the consent of the Panel
and, if required, the Court);

(c)           all Resolutions being duly passed by the requisite majority
or majorities of the Life Science REIT Shareholders at the General Meeting, or
at any adjournment thereof;

(d)          such General Meeting, or any adjournment thereof, being held
on or before the 22(nd) day after the expected date of the General Meeting to
be set out in the Scheme Document in due course (or such later date (if any)
as British Land and Life Science REIT may agree, with the consent of the Panel
and, if required, the Court);

(e)           the sanction of the Scheme by the Court (with or without
modification, but subject to any such modification being on terms acceptable
to Life Science REIT and British Land);

(f)           the Court Sanction Hearing being held on or before the
22(nd) day after the expected date of the Court Sanction Hearing to be set out
in the Scheme Document in due course (or such later date (if any) as British
Land and Life Science REIT may agree, with the consent of the Panel and, if
required, the Court); and

(g)          an office copy of the Court Order being delivered for
registration to the Registrar of Companies.

General Conditions

3.         Subject to the terms of Parts 2 and 3 of this Appendix 1 and
the requirements of the Panel, the Acquisition is also conditional on the
following Conditions having been satisfied or, where applicable, waived and
accordingly the necessary actions to make the Scheme Effective will not be
taken unless such Conditions have been so satisfied or, where applicable,
waived:

Admission of new shares

(a)           the London Stock Exchange having acknowledged to British
Land or its agent (and such acknowledgement not having been withdrawn) that
the New British Land Shares will be admitted to trading on the London Stock
Exchange's Main Market for listed securities;

Official authorisations, regulatory clearances and third party clearances

(b)          the waiver (or non-exercise within any applicable time
limits) by any relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or investigative body,
court, trade agency, association, institution, any entity owned or controlled
by any relevant government or state, or any other body or person whatsoever in
any jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider Life Science REIT Group taken as a whole or in the context of the
Acquisition) arising as a result of or in connection with the Acquisition
including, without limitation, its implementation and financing or the
proposed direct or indirect Acquisition of any shares or other securities in,
or control or management of, Life Science REIT by British Land or any member
of the Wider British Land Group;

(c)           all necessary filings or applications having been made in
connection with the Acquisition, all necessary waiting periods (including any
extensions thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated (as appropriate) and
all statutory or regulatory obligations in any jurisdiction having been
complied with in connection with the Acquisition or the acquisition by any
member of the Wider British Land Group of any shares or other securities in,
or control of, Life Science REIT and all authorisations, orders, grants,
recognitions, determinations, confirmations, consents, licences, clearances,
permissions, exemptions and approvals reasonably deemed necessary or
appropriate by British Land or any member of the Wider British Land Group for
or in respect of the Acquisition including, without limitation, its
implementation and financing or the proposed direct or indirect acquisition of
any shares or other securities in, or control of, Life Science REIT or any
member of the Wider Life Science REIT Group by any member of the Wider British
Land Group having been obtained in terms and in a form reasonably satisfactory
to British Land from all appropriate Third Parties or persons with whom any
member of the Wider Life Science REIT Group has entered into contractual
arrangements and all such authorisations, orders, grants, recognitions,
determinations, confirmations, consents, licences, clearances, permissions,
exemptions and approvals reasonably deemed necessary or appropriate to carry
on the business of any member of the Wider Life Science REIT Group which are
material in the context of the Wider British Land Group or the Wider Life
Science REIT Group as a whole or in respect of the Acquisition, including,
without limitation, its implementation or financing remaining in full force
and effect and all filings necessary for such purpose having been made and
there being no notice or intimation of any intention to revoke or not to renew
any of the same at the time at which the Acquisition becomes otherwise
unconditional and all necessary statutory or regulatory obligations in any
jurisdiction having been complied with;

(d)          no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit, investigation,
enquiry or reference (and, in each case, not having withdrawn the same), or
having enacted, made or proposed any statute, regulation, decision or order,
or change to published practice or having taken any other step, and there not
continuing to be outstanding any statute, regulation, decision or order, which
in each case would or might reasonably be expected to:

(i)         require, prevent or delay the divestiture, or materially alter
the terms envisaged for any proposed divestiture by any member of the Wider
British Land Group or any member of the Wider Life Science REIT Group of all
or any portion of their respective businesses, assets or property or impose
any limitation on the ability of any of them to conduct their respective
businesses (or any of them) or to own any of their respective assets or
properties or any part thereof which, in any such case, is material in the
context of the Wider British Land Group or the Wider Life Science REIT Group
in either case taken as a whole or in the context of the Acquisition;

(ii)        require, prevent or delay the divestiture by any member of the
Wider British Land Group of any shares or other securities in Life Science
REIT;

(iii)        impose any material limitation on, or result in a delay in,
the ability of any member of the Wider British Land Group directly or
indirectly to acquire or to hold or to exercise effectively any rights of
ownership in respect of shares or loans or securities convertible into shares
or any other securities (or the equivalent) in any member of the Wider Life
Science REIT Group or the Wider British Land Group or to exercise voting or
management control over any such member;

(iv)       otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider British Land Group or of any member of
the Wider Life Science REIT Group to an extent which is material in the
context of the Wider British Land Group or the Wider Life Science REIT Group
in either case taken as a whole or in the context of the Acquisition;

(v)        make the Acquisition or its implementation or the acquisition
or proposed acquisition by British Land or any member of the Wider British
Land Group of any shares or other securities in, or control of Life Science
REIT void, illegal, and/or unenforceable under the laws of any jurisdiction,
or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or
otherwise interfere with the same, or impose additional conditions or
obligations with respect thereto or otherwise challenge, impede, interfere
with or require amendment of the terms of the Acquisition or the acquisition
or proposed acquisition of any shares or other securities in, or control or
management of, Life Science REIT by any member of the Wider British Land
Group;

(vi)       require (save as envisaged pursuant to the Acquisition or, if
applicable, sections 974 to 991 of the Companies Act) any member of the Wider
British Land Group or the Wider Life Science REIT Group to offer to acquire
any shares or other securities (or the equivalent) or interest in any member
of the Wider Life Science REIT Group or the Wider British Land Group owned by
any third party;

(vii)       impose any limitation on the ability of any member of the Wider
Life Science REIT Group to co-ordinate its business, or any part of it, with
the businesses of any other members which is material and adverse in the
context of the Wider Life Science REIT Group taken as a whole or in the
context of the Acquisition; or

(viii)      result in any member of the Wider Life Science REIT Group
ceasing to be able to carry on business under any name under which it
presently does so,

and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could institute, implement or
threaten any action, proceeding, suit, investigation, enquiry or reference or
any other step under the laws of any jurisdiction in respect of the
Acquisition or the acquisition or proposed acquisition of any Life Science
REIT Shares having expired, lapsed or been terminated;

            Certain matters arising as a result of any arrangement,
agreement etc.

(e)           save as Disclosed, there being no provision of any
agreement, arrangement, lease, licence, permit or other instrument to which
any member of the Wider Life Science REIT Group is a party or by or to which
any such member or any of its assets may be bound, entitled or subject, or any
circumstance which in consequence of the Acquisition or the proposed
acquisition of any shares or other securities (or equivalent) in Life Science
REIT or because of a change in the control or management of Life Science REIT
or otherwise, would or might reasonably be expected to result in any of the
following to an extent which is material and adverse in the context of the
Wider Life Science REIT Group taken as a whole, or in the context of the
Acquisition:

(i)         any moneys borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any such member,
being or becoming repayable or capable of being declared repayable immediately
or earlier than their or its stated maturity date or repayment date or the
ability of any such member to borrow moneys or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being withdrawn or
inhibited;

(ii)        any such agreement, arrangement, licence, permit or instrument
or the rights, liabilities, obligations or interests of any such member
thereunder being terminated or adversely modified or adversely affected or any
onerous obligation or onerous liability arising or any adverse action being
taken or arising thereunder;

(iii)        any asset or interest of any such member being or failing to
be disposed of or charged or ceasing to be available to any such member or any
right arising under which any such asset or interest could be required to be
disposed of or charged or could cease to be available to any such member
otherwise than in the ordinary course of business;

(iv)       the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property, assets
or interest of any such member other than liens arising in the ordinary course
of business;

(v)        the rights, liabilities, obligations or interests of any such
member, or the business of any such member with, any person, firm, company or
body (or any arrangement or arrangements relating to any such interest or
business) being terminated, adversely modified or adversely affected or any
onerous obligation or onerous liability arising or any material adverse action
being taken thereunder;

(vi)       the value of any such member or its financial or trading
position or prospects being prejudiced or adversely affected;

(vii)       any such member ceasing to be able to carry on business under
any name under which it presently does so; or

(viii)      the creation or acceleration of any liability, actual or
contingent, by any such member (including any material tax liability or any
obligation to obtain or acquire any material authorisation, order, grant,
recognition, determination, confirmation, consent, licence, clearance,
permission, exemption, approval, notice, waiver, concession, agreement or
exemption from any Third Party or any person) other than trade creditors or
other liabilities incurred in the ordinary course of business or in connection
with the Acquisition,

and, save as Disclosed, no event having occurred which, under any provision of
any agreement, arrangement, licence, permit or other instrument to which any
member of the Wider Life Science REIT Group is a party or by or to which any
such member or any of its assets may be bound, entitled or subject, would or
might reasonably be expected to result in any of the events or circumstances
as are referred to in sub-paragraphs (i) to (viii) of this Condition, in each
case, to the extent material and adverse in the context of the Wider Life
Science REIT Group taken as a whole, or in the context of the Acquisition;

            Certain events occurring since Last Accounts Date

(f)           save as Disclosed, no member of the Wider Life Science REIT
Group having, since the Last Accounts Date:

(i)         save as between Life Science REIT and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, issued or agreed to
issue, authorised or proposed the issue of additional shares of any class;

(ii)        save as between Life Science REIT and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, issued or agreed to
issue, authorised or proposed the issue of securities convertible into shares
of any class or rights, warrants or options to subscribe for, or acquire, any
such shares or convertible securities;

(iii)        other than to another member of the Life Science REIT Group,
prior to completion of the Acquisition, recommended, declared, paid or made
any dividend or other distribution payable in cash or otherwise or made any
bonus issue;

(iv)       save for intra-Life Science REIT Group transactions, merged or
demerged with any body corporate or acquired or disposed of or transferred,
mortgaged or charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade investments)
or authorised or proposed or announced any intention to propose any merger,
demerger, disposal, transfer, mortgage, charge or security interest, in each
case, other than in the ordinary course of business and, in each case, to the
extent which is material in the context of the Wider Life Science REIT Group
taken as a whole or in the context of the Acquisition;

(v)        save for intra-Life Science REIT Group transactions, made or
authorised or proposed or announced an intention to propose any change in its
loan capital, in each case, to the extent which is material in the context of
the Wider Life Science REIT Group taken as a whole or in the context of the
Acquisition;

(vi)       issued, authorised or proposed the issue of, or made any change
in or to, any debentures or (save for intra-Life Science REIT Group
transactions), save in the ordinary course of business, incurred or increased
any indebtedness or become subject to any contingent liability to an extent
which is material in the context of the Wider Life Science REIT Group taken as
a whole or in the context of the Acquisition;

(vii)       purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraphs (i) or (ii)
above, made any other change to any part of its share capital, in each case,
to the extent which is material in the context of the Wider Life Science REIT
Group taken as a whole or in the context of the Acquisition;

(viii)      save for intra-Life Science REIT Group transactions,
implemented, or authorised, proposed or announced its intention to implement,
any reconstruction, merger, joint venture, asset or profit sharing
arrangement, partnership, demerger, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business;

(ix)       entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which involves or could
reasonably be expected to involve an obligation of such a nature or magnitude
other than in the ordinary course of business, in each case, to the extent
which is material in the context of the Wider Life Science REIT Group taken as
a whole or in the context of the Acquisition;

(x)        (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps or had any
legal proceedings started or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up,
dissolution or reorganisation or for the appointment of a receiver,
administrative receiver, administrator, manager, trustee or similar officer of
all or any part of its assets or revenues or any analogous proceedings in any
jurisdiction or appointed any analogous person in any jurisdiction or had any
such person appointed, in each case, to the extent which is material in the
context of the Wider Life Science REIT Group taken as a whole or in the
context of the Acquisition;

(xi)       entered into any contract, transaction or arrangement which
would be restrictive on the business of any member of the Wider Life Science
REIT Group or the Wider British Land Group other than of a nature and extent
which is normal in the context of the business concerned;

(xii)       other than with respect to claims between Life Science REIT and
its wholly-owned subsidiaries or between such wholly-owned subsidiaries,
waived or compromised any claim, otherwise than in the ordinary course of
business, which is material in the context of the Wider Life Science REIT
Group taken as a whole or in the context of the Acquisition;

(xiii)      other than in connection with the Acquisition, made any
material alteration to its memorandum or articles of association or other
incorporation documents;

(xiv)      been unable, or admitted in writing that it is unable, to pay
its debts or commenced negotiations with one or more of its creditors with a
view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;

(xv)      entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any offer (which remains open for acceptance) with respect to or
announced any intention to, or proposed to, effect any of the transactions,
matters or events referred to in this Condition (f);

(xvi)      taken (or agreed or proposed to take) any action which requires,
or would require, the consent of the Panel or the approval of Life Science
REIT Shareholders in general meeting in accordance with, or as contemplated
by, Rule 21.1 of the Code; or

(xvii)     entered into or varied in a material way the terms of, any
contracts, agreement or arrangement with any of the directors of any members
of the Wider Life Science REIT Group;

            No adverse change, litigation or regulatory enquiry

(g)          save as Disclosed, since the Last Accounts Date:

(i)         no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Life Science REIT Group
which, in any such case, is material in the context of the Wider Life Science
REIT Group taken as a whole or in the context of the Acquisition and no
circumstances have arisen which would or might reasonably be expected to
result in such adverse change or deterioration;

(ii)        no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Wider Life Science REIT Group is
or may become a party (whether as a plaintiff, defendant or otherwise) and no
enquiry, review or investigation by, or complaint or reference to, any Third
Party or other investigative body against or in respect of any member of the
Wider Life Science REIT Group having been instituted, announced, implemented
or threatened by or against or remaining outstanding in respect of any member
of the Wider Life Science REIT Group which in any such case has had or might
reasonably be expected to have a material adverse effect on the Wider Life
Science REIT Group taken as a whole or in the context of the Acquisition;

(iii)        no contingent or other liability of any member of the Wider
Life Science REIT Group having arisen or become apparent to British Land or
increased other than in the ordinary course of business which has had or might
reasonably be expected to have a material adverse effect on the Wider Life
Science REIT Group taken as a whole or in the context of the Acquisition;

(iv)       no enquiry or investigation by, or complaint or reference to,
any Third Party having been threatened, announced, implemented, instituted by
or remaining outstanding against or in respect of any member of the Wider Life
Science REIT Group which in any case is material in the context of the Wider
Life Science REIT Group taken as a whole;

(v)        no member of the Wider Life Science REIT Group having conducted
its business in breach of any applicable laws and regulations to an extent
which is material in the context of the Wider Life Science REIT Group as a
whole or in the context of the Acquisition; and

(vi)       no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence or permit
held by any member of the Wider Life Science REIT Group which is necessary for
the proper carrying on of its business and the withdrawal, cancellation,
termination or modification of which has had, or would reasonably be expected
to have, an adverse effect which is material in the context of the Wider Life
Science REIT Group taken as a whole or in the context of the Acquisition;

            No discovery of certain matters

(h)           save as Disclosed, British Land not having discovered:

(i)         that any financial, business or other information concerning
the Wider Life Science REIT Group as contained in the information publicly
disclosed at any time by or on behalf of any member of the Wider Life Science
REIT Group is materially misleading, contains a material misrepresentation of
fact or omits to state a fact necessary to make that information not
misleading and which was not subsequently corrected before the date of this
Announcement by disclosure either publicly or otherwise to British Land or its
professional advisers, in each case, to the extent which is material in the
context of the Wider Life Science REIT Group taken as a whole or in the
context of the Acquisition;

(ii)        that any member of the Wider Life Science REIT Group or
partnership, company or other entity in which any member of the Wider Life
Science REIT Group has a significant economic interest and which is not a
subsidiary undertaking of Life Science REIT, is subject to any liability
(contingent or otherwise) which is not disclosed in the Life Science REIT
Annual Report and Accounts, in each case, to the extent which is material in
the context of the Wider Life Science REIT Group taken as a whole or in the
context of the Acquisition; or

(iii)        any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Life Science
REIT Group and which is material in the context of the Wider Life Science REIT
Group taken as a whole or in the context of the Acquisition;

(i)            save as Disclosed, British Land not having discovered
that:

(i)         any past or present member of the Wider Life Science REIT
Group has failed to comply with any and/or all applicable legislation or
regulation, of any jurisdiction with regard to the use, treatment, handling,
storage, carriage, disposal, spillage, release, discharge, leak or emission of
any waste or hazardous substance or any substance likely to impair the
environment or harm human health or animal health or otherwise relating to
environmental matters or the health and safety of humans, or that there has
otherwise been any such use, treatment, handling, storage, carriage, disposal,
spillage, release, discharge, leak or emission (whether or not the same
constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which storage,
carriage, disposal, spillage, release, discharge, leak or emission would be
likely to give rise to any liability (actual or contingent) or cost on the
part of any member of the Wider Life Science REIT Group and which is material
in the context of the Wider Life Science REIT Group taken as a whole or in the
context of the Acquisition;

(ii)        there is, or is likely to be, for any reason whatsoever, any
liability (actual or contingent) of any past or present member of the Wider
Life Science REIT Group to make good, remediate, repair, reinstate or clean up
any property or any controlled waters now or previously owned, occupied,
operated or made use of or controlled by any such past or present member of
the Wider Life Science REIT Group (or on its behalf) or by any person for
which a member of the Wider Life Science REIT Group is or has been
responsible, or in which any such member may have or previously have had or be
deemed to have had an interest, under any environmental legislation,
regulation, notice, circular or order of any Third Party and which is material
in the context of the Wider Life Science REIT Group taken as a whole or in the
context of the Acquisition; or

(iii)        circumstances exist (whether as a result of the Acquisition
or otherwise) which would be reasonably likely to lead to any Third Party
instituting, or whereby any member of the Wider British Land Group or any
present or past member of the Wider Life Science REIT Group would be likely to
be required to institute, an environmental audit or take any other steps which
would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve or modify existing or install new
plant, machinery or equipment or carry out changes in the processes currently
carried out or make good, remediate, repair, re-instate or clean up any land
or other asset currently or previously owned, occupied or made use of by any
past or present member of the Wider Life Science REIT Group (or on its behalf)
or by any person for which a member of the Wider Life Science REIT Group is or
has been responsible, or in which any such member may have or previously have
had or be deemed to have had an interest which is material in the context of
the Wider Life Science REIT Group taken as a whole or in the context of the
Acquisition; and

            Anti-corruption, economic sanctions, criminal property and
money laundering

(j)            save as Disclosed, British Land not having discovered
that:

(i)         (A) any past or present member, director, officer or employee
of the Wider Life Science REIT Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery law, rule or regulation or any
other applicable law, rule, or regulation concerning improper payments or
kickbacks or (B) any person that performs or has performed services for or on
behalf of the Wider Life Science REIT Group is or has at any time engaged in
any activity, practice or conduct in connection with the performance of such
services which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
or anti-bribery law, rule or regulation or any other applicable law, rule, or
regulation concerning improper payments or kickbacks; or

(ii)        any asset of any member of the Wider Life Science REIT Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider Life Science REIT
Group is found to have engaged in activities constituting money laundering
under any applicable law, rule, or regulation concerning money laundering; or

(iii)        any past or present member, director, officer or employee of
the Wider Life Science REIT Group, or any other person for whom any such
person may be liable or responsible, is or has engaged in any conduct which
would violate applicable economic sanctions or dealt with, made any
investments in, made any funds or assets available to or received any funds or
assets from:

(A)     any government, entity or individual in respect of which US, UK or
European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by US, UK or European Union laws
or regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HM Treasury's Office of Financial
Sanctions; or

(B)     any government, entity or individual targeted by any of the economic
sanctions of the United Nations, the United States, the United Kingdom, the
European Union or any of its member states, save that this shall not apply if
and to the extent that it is or would be unenforceable by reason of breach of
any applicable Blocking Law; or

(iv)       any past or present member, director, officer or employee of the
Wider Life Science REIT Group, or any other person for whom any such person
may be liable or responsible:

(A)     has engaged in conduct which would violate any relevant
anti-terrorism laws, rules, or regulations, including but not limited to the
U.S. Anti-Terrorism Act;

(B)     has engaged in conduct which would violate any relevant anti-boycott
law, rule, or regulation or any applicable export controls, including but not
limited to the Export Administration Regulations administered and enforced by
the U.S. Department of Commerce or the International Traffic in Arms
Regulations administered and enforced by the U.S. Department of State;

(C)     has engaged in conduct which would violate any relevant laws, rules,
or regulations concerning human rights, including but not limited to any law,
rule, or regulation concerning false imprisonment, torture or other cruel and
unusual punishment, or child labour; or

(D)     is debarred or otherwise rendered ineligible to bid for or to
perform contracts for or with any government, governmental instrumentality, or
international organisation or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or

(v)        any member of the Wider Life Science REIT Group is or has been
engaged in any transaction which would cause British Land to be in breach of
any law or regulation upon its acquisition of Life Science REIT, including but
not limited to the economic sanctions of the United States Office of Foreign
Assets Control, or HM Treasury's Office of Financial Sanctions, or any other
relevant government authority.

For the purposes of these Conditions the "Wider Life Science REIT Group" means
Life Science REIT and its subsidiary undertakings, associated undertakings and
any other undertaking in which Life Science REIT and/or such undertakings
(aggregating their interests) have a significant interest and the "Wider
British Land Group" means British Land and its subsidiary undertakings,
associated undertakings and any other undertaking in which British Land and/or
such undertakings (aggregating their interests) have a significant interest
and for these purposes "subsidiary undertaking" and "undertaking" have the
meanings given by the Companies Act, "associated undertaking" has the meaning
given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008, other than paragraph
19(1)(b) of Schedule 6 to those regulations which shall be excluded for this
purpose, and "significant interest" means a direct or indirect interest in 20
per cent. or more of the total voting rights conferred by the equity share
capital (as defined in section 548 of the Companies Act).

 

Part 2 Waiver and invocation of the Conditions

1.         The Acquisition will be subject to the satisfaction (or waiver,
if permitted) of the Conditions set out in Part 1 of this Appendix 1, to the
further terms set out in this Part 2 and Part 3 of this Appendix 1, and to the
full terms and conditions which will be set out in the Scheme Document.

2.         Subject to the requirements of the Panel or the Court and to
the extent permitted by law, British Land reserves the right to waive, in
whole or in part, all or any of the Conditions set out in Part 1 of Appendix 1
above, except for Conditions 1, 2(a), 2(c), 2(e), 2(g) and 3(a), which cannot
be waived. The deadlines in Conditions 2(b), 2(d) and 2(f) of Part 1 may also
be extended to such later date as may be agreed in writing by British Land and
Life Science REIT (with the Panel's consent and the approval of the Court, if
required). If any of Conditions 2(b), 2(d) or 2(f) of Part 1 are not satisfied
by the relevant deadline specified in the relevant Condition, British Land
shall make an announcement by 8.00 a.m. on the Business Day following such
deadline confirming whether, subject to paragraph 3 of this Part 2 below, it
has invoked the relevant Condition, waived the relevant deadline or agreed
with Life Science REIT to extend the relevant deadline.

3.         British Land shall be under no obligation to waive (if capable
of waiver), to determine to be or remain satisfied or to treat as satisfied
any of Conditions 3(b) to 3(j) (inclusive) by a date earlier than the latest
date specified above for the fulfilment of the relevant Condition,
notwithstanding that the other Conditions to the Acquisition may at such
earlier date have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any such Condition(s) may not be capable
of satisfaction or fulfilment.

4.         Under Rule 13.5(a) of the Code, British Land may not invoke a
Condition to the Acquisition so as to cause the Acquisition not to proceed, to
lapse or to be withdrawn unless the circumstances which give rise to the right
to invoke the Condition are of material significance to British Land in the
context of the Acquisition. This shall be judged by reference to the facts of
each case at the time that the relevant circumstances arise.

5.         British Land may only invoke a condition that is subject to
Rule 13.5(a) of the Code with the consent of the Panel and any condition that
is subject to Rule 13.5(a) of the Code may be waived by British Land.

6.         Conditions 1, 2 and 3(a) and, if applicable, any acceptance
condition adopted on the basis specified in paragraph 1 of Part 3 below if the
Acquisition is implemented by means of a Takeover Offer, are not subject to
Rule 13.5(a) of the Code.

7.         Under Rule 13.6 of the Code, Life Science REIT may not invoke,
or cause or permit British Land to invoke, any offeree protection Condition
unless the circumstances which give rise to the right to invoke the Condition
are of material significance to the Life Science REIT Shareholders in the
context of the Acquisition.

8.         Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other Condition.

9.         If British Land is required by the Panel to make an offer or
offers for Life Science REIT Shares under the provisions of Rule 9 of the
Code, British Land may make such alterations to the Conditions as are
necessary to comply with the provisions of that Rule.

 

Part 3 Certain further terms of the Acquisition

1.         British Land reserves the right to elect (with the consent of
the Panel) to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme.  In such event, such Takeover Offer will (unless
otherwise determined by British Land and subject to the consent of the Panel)
be implemented on the same terms and conditions subject to appropriate
amendments to reflect the change in method of effecting the Acquisition, which
may include changing the consideration structure under the terms of the
Acquisition and (without limitation and subject to the consent of the Panel)
an acceptance condition set at 75 per cent. (or such lesser percentage, being
more than 50 per cent., as British Land may decide) of the voting rights then
exercisable at a general meeting of Life Science REIT, including, for this
purpose, any such voting rights attaching to Life Science REIT Shares that are
unconditionally allotted or issued, and to any Treasury Shares which are
unconditionally transferred or sold by Life Science REIT, before the Takeover
Offer becomes or is declared unconditional, whether pursuant to the exercise
of any outstanding subscription or conversion rights or otherwise.

2.         The Scheme and the Acquisition and any dispute or claim arising
out of, or in connection with, them (whether contractual or non-contractual in
nature) will be governed by English law and will be subject to the
jurisdiction of the Courts of England. The Acquisition will be subject to the
applicable requirements of the Code, the Companies Act, the Panel, the Court,
the London Stock Exchange, the FCA and the UK Listing Rules.

3.         The Life Science REIT Shares will be acquired under the
Acquisition with full title guarantee, fully paid and free from all liens,
equitable interests, charges, encumbrances, options, rights of pre-emption and
any other third party rights and interests of any nature whatsoever and
together with all rights attaching thereto, including, without limitation,
voting rights and the right to receive and retain, in full, all dividends and
other distributions or return of value (if any) declared, made, paid or
payable, by reference to a record date falling on or after the Effective Date.

4.         If, on or after the date of this Announcement and on or prior
to the Effective Date, any dividend, distribution or other return of value is
declared, made, or paid or becomes payable by Life Science REIT, British Land
reserves the right (without prejudice to any right of British Land, with the
consent of the Panel, to invoke Condition 3(f)(iii) of Part 1 of this Appendix
1 above) to reduce the value of the consideration payable under the terms of
the Acquisition for the Life Science REIT Shares by an amount equal to the
aggregate amount of such dividend, distribution or other return of value (in
which case references to the Transaction Value will be deemed to be references
to the Transaction Value as so adjusted), except where the Life Science REIT
Shares are or will be acquired pursuant to the Scheme (or, if the Acquisition
is implemented by way of a Takeover Offer, the Takeover Offer) on a basis
which entitles British Land to receive the dividend, distribution or other
return of value and to retain it.

            British Land also reserves the right to reduce the value of
the consideration payable under the Acquisition in such circumstances as are,
and by such amount as is, permitted by the Panel.

            Any exercise by British Land of its rights referred to in
this paragraph 4 shall be the subject of an announcement and, for the
avoidance of doubt, shall not be regarded as constituting any revision or
variation of the terms of the Acquisition.

5.         The availability of the New British Land Shares to persons not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions.  Persons who are not resident in the United Kingdom should
inform themselves about and observe any applicable requirements.

6.         The New British Land Shares to be issued under the Scheme will
be issued credited as fully paid and will rank pari passu with the issued
ordinary shares in British Land, including the right to receive in full all
dividends and other distributions, if any, announced. declared, made or paid,
or any other return of value (whether by reduction of share capital or share
premium account or otherwise) made, in each case by reference to a record date
falling on or after the Effective Date.

7.         Fractions of New British Land Shares will not be allotted or
issued to Life Science REIT Shareholders pursuant to the Acquisition.
Entitlements to New British Land Shares will be rounded down to the nearest
whole number of New British Land Shares. All fractional entitlements to New
British Land Shares will be aggregated and sold in the market after the
Effective Date. The net proceeds of such sale (after deduction of all expenses
and commissions incurred in connection with the sale) will be distributed in
due proportions to Scheme Shareholders who would otherwise have been entitled
to such fractions. However, individual fractional entitlements to amounts of
less than £5 will not be paid to Life Science REIT Shareholders but will be
retained for the benefit of the Enlarged Group.

8.         The Acquisition is not being made, directly or indirectly, in,
into or from, or by use of the mails of, or by any means or instrumentality
(including, without limitation, facsimile transmission, telex, telephone,
internet or e-mail) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of, any jurisdiction where
to do so would violate the laws of that jurisdiction.

9.         The New British Land Shares to be issued pursuant to the
Acquisition have not been and, unless British Land otherwise elects in the
event of a Takeover Offer, will not be, registered under the US Securities Act
or under any laws of any state, district or other jurisdiction, of the United
States or under any of the relevant securities laws of Canada, Japan or
Australia.  Accordingly, the New British Land Shares may not be offered, sold
or delivered, directly or indirectly, in the United States, Canada, Japan or
Australia or to any United States person, except pursuant to exemptions from
applicable requirements of any such jurisdiction, including the exemption from
the registration requirements of the US Securities Act provided by Section
3(a)(10) thereof.

10.       The Acquisition shall be governed by English law and shall be
subject to the jurisdiction of the English courts. The Acquisition is subject
to, inter alia, the Conditions set out in Part 1 of this Appendix 1. The
Acquisition is also subject to the full terms and conditions which will be set
out in the Scheme Document and such further terms as may be required to comply
with the Code.

 

Appendix 2

SOurces and bases of information

In this Announcement, unless otherwise stated or the context otherwise
requires, the following sources and bases of information have been used:

 

1.   All prices and closing prices for British Land Shares and Life Science
REIT Shares have been derived from Bloomberg;

2.   Volume-weighted average prices and average daily trading volumes are
derived from data provided by Bloomberg for the relevant time periods;

3.   As at the close of business on 27 January 2026, being the last Business
Day prior to the date of this Announcement, Life Science REIT had in issue
350,000,000 Life Science REIT Shares and British Land had in issue 999,860,524
British Land Shares. The International Securities Identification Number for
Life Science REIT Shares is GB00BP5X4Q29 and for British Land Shares is
GB0001367019. Life Science REIT does not hold any shares in treasury and has
not issued or granted any options or other rights to subscribe for shares or
other securities of Life Science REIT;

4.   The percentage ownership of the Enlarged Group which would be held by
British Land Shareholders and Life Science REIT Shareholders respectively if
the Acquisition completes are based on the entire issued share capital of Life
Science REIT and the current share capital of British Land as set out in
paragraph 3;

5.   Unless otherwise stated, the financial information relating to Life
Science REIT has been extracted or derived (without adjustment) from the
unaudited management accounts of Life Science REIT for the period ended 31
December 2025;

6.   The financial information relating to British Land has been extracted or
derived (without adjustment) from the unaudited consolidated financial
statements of British Land for the six months ended 30 September 2025;

7.   Unless otherwise stated, portfolio information relating to Life Science
REIT has been derived from data provided by the Investment Adviser;

8.   Valuation information in respect of Life Science REIT's property
portfolio has been derived from a valuation in respect of Life Science REIT's
property portfolio as at 31 December 2025 of £332.6 million;

9.   Certain figures in this Announcement have been subject to rounding
adjustments;

10. The 31 December 2025 unaudited EPRA NTA of Life Science REIT has been
calculated by reference to a valuation in respect of Life Science REIT's
property portfolio as at 31 December 2025 of £332.6 million as follows:

                                                                        £m
 Value of Life Science REIT's portfolio of real estate assets           332.6
 Fair value of portfolio of investments                                 332.6
 Life Science REIT Group cash                                           2.2
 Other net current liabilities                                          (5.1)
 Outstanding debt                                                       (127.9)
 EPRA NTA adjustments                                                   -
 31 December 2025 EPRA NTA (unaudited)                                  201.8
 Total Life Science REIT Shares in issue                                350,000,000
 31 December 2025 EPRA NTA per Life Science REIT Share (p) (unaudited)  57.7p

 

The Scheme Document will contain a valuation in respect of Life Science REIT's
property portfolio as at 31 December 2025 in accordance with Rule 29 of the
Code.

11. Combined portfolio statistics have been derived from the figures in the
sources referenced above.

 

 

 

Appendix 3

IRREVOCABLE UNDERTAKINGS AND LETTERs of support

 

Irrevocable undertakings given by Life Science REIT Directors and their close
relatives

 

 Name of Life Science REIT Director or their close relative (where relevant)  Number of Life Science REIT Shares in respect of which the undertaking is  Percentage of Life Science REIT's issued share capital (%)
                                                                              given
 Claire Boyle                                                                 30,000                                                                     0.01
 Richard Howell                                                               30,000                                                                     0.01
 Michael Taylor                                                               20,000                                                                     0.01
 Howard Baylis (spouse of Dr Sally Ann Forsyth OBE)                           20,342                                                                     0.01

 

These Life Science REIT Directors and their close relatives (where relevant)
have given irrevocable undertakings to vote (or to procure the vote) in favour
of the Scheme at the Court Meeting and the Resolution(s) to be proposed at the
General Meeting or, in the event the Acquisition is to be effected by way of a
Takeover Offer, to accept (or procure the acceptance of) such Takeover Offer
in accordance with the procedure set out in the relevant offer document
containing such Takeover Offer.

 

These irrevocable undertakings cease to be binding if:

 

(a)  the Scheme Document is not dispatched to Life Science REIT Shareholders
within 28 days from the date of this Announcement, or such later time as may
be agreed by the Panel provided that British Land has not subsequently elected
to proceed by way of a Takeover Offer;

(b)  where British Land has elected to proceed with the implementation of the
Acquisition by way of a Takeover Offer on or before the date referred to in
paragraph (a) above, the Offer Document is not dispatched to Target
shareholders within 28 days of the date of publication of this Announcement,
or such later time as may be agreed by the Panel;

(c)  British Land announces, with the consent of the Panel, that it does not
intend to make or proceed with the Acquisition;

(d)  the Scheme lapses or is withdrawn in accordance with its terms and
British Land does not publicly announce that it intends to proceed with the
Acquisition or to implement the Acquisition by way of a Takeover Offer at such
time;

(e)  the Scheme has not become effective or, where the Acquisition is
implemented by way of a Takeover Offer, the Takeover Offer has not been
declared unconditional in all respects with the requirements of the Code by
the Long-Stop Date; or

(f)   any competing offer for the entire issued and to be issued share
capital of Life Science REIT becomes or is declared unconditional in all
respects (if implemented by way of a Takeover Offer) or becomes effective (if
implemented by way of a scheme of arrangement).

 

Irrevocable undertakings and commitments given by other Life Science REIT
Shareholders

 

 Name of Life Science REIT Shareholder             Number of interests in Life Science REIT Shares in respect of which the  Percentage of Life Science REIT's issued share capital (%)
                                                   undertaking is given
 Saba Capital Management, LP                       588,124 beneficially owned(1)                                            0.2
 Saba Capital Management, LP                       50,198,327 subject to cash-settled total return swap derivatives(2)      14.3
 The London & Amsterdam Trust Company Limited      15,000,000 beneficially owned                                            4.3
 Achilles Investment Company Plc(3)                13,000,000 beneficially owned                                            3.7

Notes:

(1) Saba Capital Management LP's irrevocable undertaking does not apply to any
Life Science REIT Shares which are or which become legally or beneficially
owned by any investment companies from time to time registered under the U.S.
Investment Company Act of 1940, as amended, which are managed, advised or
sub-advised by Saba Capital Management, LP or any of its affiliates.

(2) Saba Capital Management LP's interests in cash-settled total return swaps
in respect of 50,198,327 Life Science REIT Shares do not confer an entitlement
to exercise the voting rights attaching to the underlying Life Science REIT
Shares. In the event that Saba Capital Management, LP acquired any of such
underlying Life Science REIT Shares (whether in connection with the settlement
of such swaps or otherwise), such underlying Life Science REIT Shares would
become subject to the irrevocable undertaking given by Saba Capital
Management, LP to vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting.

(3) Robert Naylor, Senior Independent Non-Executive Director of Life Science
REIT, is Lead Investment Manager of Harwood Capital Management (Gibraltar)
Limited, the investment manager of Achilles Investment Company Limited.

 

British Land has received irrevocable undertakings from the above named Life
Science REIT Shareholders to vote (or to procure the vote) in favour of the
Scheme at the Court Meeting and the Resolution(s) to be proposed at the
General Meeting or, in the event the Acquisition is to be effected by way of a
Takeover Offer, to accept (or procure the acceptance of) such Takeover Offer
in accordance with the procedure set out in the relevant offer document
containing such Takeover Offer.

 

These irrevocable undertakings cease to be binding if:

 

(a)  the Scheme Document is not dispatched to Life Science REIT Shareholders
within 28 days from the date of this Announcement, or such later time as may
be agreed by the Panel provided that British Land has not subsequently elected
to proceed by way of a Takeover Offer;

(b)  where British Land has elected to proceed with the implementation of the
Acquisition by way of a Takeover Offer on or before the date referred to in
paragraph (a) above, the Offer Document is not dispatched to Target
shareholders within 28 days of the date of publication of this Announcement,
or such later time as may be agreed by the Panel;

(c)  British Land announces, with the consent of the Panel, that it does not
intend to make or proceed with the Acquisition;

(d)  in the case of The London & Amsterdam Trust Company Limited and
Achilles Investment Company Plc, the Scheme lapses or is withdrawn in
accordance with its terms and British Land does not publicly announce that it
intends to proceed with the Acquisition or to implement the Acquisition by way
of a Takeover Offer at such time;

(e)  in the case of Saba Capital Management, LP, the Scheme lapses or is
withdrawn in accordance with its terms and British Land does not publicly
announce a firm intention to switch to a Takeover Offer at such time;

(f)   the Scheme has not become effective or, where the Acquisition is
implemented by way of a Takeover Offer, the Takeover Offer has not been
declared unconditional in all respects with the requirements of the Code by
the Long-Stop Date; or

(g)  any competing offer for the entire issued and to be issued share capital
of Life Science REIT becomes or is declared unconditional in all respects (if
implemented by way of a Takeover Offer) or becomes effective (if implemented
by way of a scheme of arrangement).

 

In addition, the irrevocable undertaking given by Saba Capital Management, LP
shall terminate in the event a third party announces:

 

(a)  a firm intention to make an offer to acquire all of the issued share
capital of Life Science REIT;

(b)  the terms of a transaction subject to a Rule 9 waiver (as defined in the
Code) under which Life Science REIT issues new shares as consideration for an
acquisition; or

(c)  the terms of a transaction involving the acquisition of all (or
substantially all) of the real estate assets of the Life Science REIT Group,

 

provided that such competing transaction represents, in the reasonable opinion
of Saba Capital Management, LP, an increase in value of at least 10 per cent
compared to the Transaction Value.

 

Letter of intent given by Life Science REIT Shareholder

 

 Name of Life Science REIT Shareholder  Number of Life Science REIT Shares in respect of which the letter of intent is  Percentage Life Science REIT's issued share capital (%)
                                        given
 Schroder & Co Ltd                      30,208,000                                                                      8.6

 

British Land has received a letter of intent from the above named Life Science
REIT Shareholder stating its intention to vote (or to procure the vote) in
favour of the Scheme at the Court Meeting and the Resolution(s) to be proposed
at the General Meeting or, in the event the Acquisition is effected by way of
a Takeover Offer, to accept (or procure the acceptance of) the Takeover Offer
in accordance with the procedure set out in the relevant offer document
containing such Takeover Offer.

 

The letter of intent is non-binding and does not oblige the relevant Life
Science REIT Shareholder to vote in any manner in connection with the
Acquisition.

 

Appendix 4

DEFINITIONS

The following definitions apply throughout this Announcement unless the
context requires otherwise:

 

 "Acquisition"                                               the proposed acquisition by British Land of the entire issued and to be issued
                                                             share capital of Life Science REIT to be implemented by means of the Scheme
                                                             or, should British Land so elect with the consent of the Panel, by means of a
                                                             Takeover Offer, and where the context requires, any subsequent revision,
                                                             variation, extension or renewal thereof
 "AIFM"                                                      G10 Capital Limited
 "Announcement"                                              this announcement of the Acquisition made in accordance with Rule 2.7 of the
                                                             Code
 "Blocking Law"                                              any provision of Council Regulation (EC) No. 2271/1996 of 22 November 1996 (or
                                                             any law implementing such Regulation in any member state of the European
                                                             Union) or any similar blocking or anti-boycott law
 "British Land"                                              The British Land Company PLC of York House, 45 Seymour Street, London, United
                                                             Kingdom, W1H 7LX
 "British Land Directors" or "British Land Board"            the board of directors of British Land and "British Land Director" means any
                                                             of them
 "British Land Group"                                        British Land and its subsidiary undertakings
 "British Land Profit Forecast"                              as defined in paragraph 13 of this Announcement
 "British Land Shareholders"                                 holders of British Land Shares
 "British Land Shares"                                       ordinary shares of £0.25 each in the capital of British Land
 "Business Day"                                              a day (other than a Saturday or Sunday or bank holiday in England and Wales)
                                                             on which banks are open for general business in London
 "Code"                                                      the City Code on Takeovers and Mergers, as amended from time to time
 "Companies Act"                                             the Companies Act 2006, as amended from time to time
 "Conditions"                                                the conditions to the implementation of the Acquisition (including the Scheme)
                                                             which are set out in Part 1 of Appendix 1 to this Announcement and to be set
                                                             out in the Scheme Document
 "Confidentiality Agreement"                                 the confidentiality agreement between British Land and Life Science REIT dated
                                                             8 December 2025 as described in paragraph 14 of this Announcement
 "Court"                                                     HM High Court of Justice in England and Wales
 "Court Meeting"                                             the meeting of Scheme Shareholders to be convened by an order of the Court
                                                             under section 896 the Companies Act, notice of which will be set out in the
                                                             Scheme Document, to consider and if thought fit approve the Scheme (with or
                                                             without amendment) including any adjournment, postponement or reconvening
                                                             thereof
 "Court Order"                                               the order of the Court sanctioning the Scheme under Part 26 of the Companies
                                                             Act
 "Court Sanction Hearing"                                    the hearing of the Court to sanction the Scheme under Part 26 of the Companies
                                                             Act
 "CREST"                                                     the relevant system (as defined in the Uncertificated Securities Regulations
                                                             2001 (SI 2001/3755), in respect of which Euroclear UK & International
                                                             Limited is the operator
 "Dealing Disclosure"                                        an announcement pursuant to Rule 8 of the Code containing details of dealings
                                                             in interests in relevant securities of a party to an offer
 "Disclosed"                                                 the information disclosed by, or on behalf of, Life Science REIT:

                                                             (i)        in the Life Science REIT Annual Report and Accounts;

                                                             (ii)       in the Life Science REIT Half Year Results;

                                                             (iii)      in this Announcement;

                                                             (iv)      in any other announcement to a Regulatory Information Service by,
                                                             or on behalf of, Life Science REIT prior to the publication of this
                                                             Announcement; or

                                                             (v)       as otherwise fairly disclosed to British Land or its affiliates
                                                             (or its or their respective officers, employees, agents or advisers) prior to
                                                             the date of this Announcement: (A) at site visits or management meetings held
                                                             in connection with the Acquisition; or (B) in writing (including via the
                                                             virtual data room operated by or on behalf of Life Science REIT in respect of
                                                             the Acquisition)
 "Disclosure Guidance and Transparency Rules"                the Disclosure Guidance and Transparency Rules made by the FCA and forming
                                                             part of the FCA's Handbook (as amended from time to time)
 "Effective"                                                 in the context of the Acquisition:

                                                             (i)        if the Acquisition is implemented by way of Scheme, means the
                                                             Scheme having become effective pursuant to its terms; or

                                                             (ii)        if the Acquisition is implemented by way of a Takeover Offer,
                                                             such Takeover Offer having become or been declared unconditional in accordance
                                                             with its terms
 "Effective Date"                                            the date on which the Acquisition becomes Effective
 "Employees"                                                 as defined in paragraph 8 of this Announcement
 "Enlarged Group"                                            the enlarged group following the Acquisition comprising the British Land Group
                                                             and the Life Science REIT Group
 "EPRA"                                                      the European Public Real Estate Association, the industry body for European
                                                             REITs
 "EPRA NTA"                                                  EPRA net tangible assets, being an EPRA net asset value measure with
                                                             adjustments made for the fair values of certain financial derivatives and
                                                             which assumes entities buy and sell assets, thereby crystallising certain
                                                             levels of deferred tax liability
 "EPRA NTA per Life Science REIT Share"                      the EPRA NTA of Life Science REIT divided by the number of Life Science REIT
                                                             Shares in issue from time to time
 "ERV"                                                       estimated annual open market rental value of lettable space
 "Excluded Shares"                                           any Life Science REIT Shares which are:

                                                             (i)        registered in the name of, or beneficially owned by, British
                                                             Land or any other member of the British Land Group; or

                                                             (ii)       held by Life Science REIT as Treasury Shares,

                                                             in each case at the relevant time
 "FCA"                                                       the Financial Conduct Authority of the United Kingdom, acting in its capacity
                                                             as the competent authority for the purposes of FSMA
 "FSMA"                                                      the Financial Services and Markets Act 2000, as amended from time to time
 "FY26 Detailed Guidance"                                    as defined in paragraph 13 of this Announcement
 "Forms of Proxy"                                            the forms of proxy for use at the Court Meeting and the General Meeting
                                                             respectively, which will accompany the Scheme Document
 "General Meeting"                                           the general meeting of Life Science REIT Shareholders to be convened in
                                                             connection with the Acquisition, notice of which will be set out in the Scheme
                                                             Document, to consider and if thought fit approve the Resolutions, including
                                                             any adjournment, postponement or reconvening thereof
 "Investment Adviser"                                        Ironstone Asset Management Limited
 "Investment Advisory Agreement"                             the investment advisory agreement between Life Science REIT, the Investment
                                                             Adviser and the AIFM originally dated 21 October 2021 as amended and restated
                                                             from time to time
 "Investment Management Agreement"                           the alternative investment fund management agreement between Life Science REIT
                                                             and the AIFM dated 21 October 2021
 "Last Accounts Date"                                        31 December 2024
 "Life Science REIT"                                         Life Science REIT plc of 19th Floor 51 Lime Street, London, United Kingdom,
                                                             EC3M 7DQ
 "Life Science REIT Annual Report and Accounts"              the annual report and audited consolidated financial statements of Life
                                                             Science REIT for the financial year ended on the Last Accounts Date
 "Life Science REIT Directors" or "Life Science REIT Board"  the board of directors of Life Science REIT and "Life Science REIT Director"
                                                             means any of them
 "Life Science REIT Group"                                   Life Science REIT and its subsidiary undertakings
 "Life Science REIT Half Year Results"                       the unaudited half year financial results of Life Science REIT for the six
                                                             months ended 30 June 2025
 "Life Science REIT Shareholders"                            holders of Life Science REIT Shares
 "Life Science REIT Shares"                                  ordinary shares of £0.01 each in the capital of Life Science REIT
 "London Stock Exchange"                                     London Stock Exchange plc
 "Long-Stop Date"                                            11.59 p.m. on 31 July 2026 or such later date (if any) as British Land and
                                                             Life Science REIT may, with the consent of the Panel, agree and (if required)
                                                             the Court may allow
 "Market Abuse Regulation"                                   the UK version of the EU Market Abuse Regulation (2014/596/EU) which is part
                                                             of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended
                                                             from time to time
 "MUFG Corporate Markets"                                     a trading name of MUFG Corporate Markets (UK) Limited, a division of MUFG
                                                             Pension & Market Services, a private company limited by shares
                                                             incorporated and registered in England and Wales with registered number
                                                             02605568, the registered office of which is at Central Square, 29 Wellington
                                                             Street, Leeds LS1 4DL
 "New British Land Shares"                                   the new ordinary shares of £0.25 each in British Land, to be allotted and
                                                             issued pursuant to the Scheme
 "Offer Document"                                            if (subject to the consent of the Panel), British Land elects to effect the
                                                             Acquisition by way of a Takeover Offer, the offer document published by or on
                                                             behalf of British Land in connection with such Takeover Offer, setting out,
                                                             among other things, the full terms and conditions of the Acquisition,
                                                             including any revised offer document
 "Offer Period"                                              the offer period (as defined by the Code) relating to Life Science REIT, which
                                                             commenced on the date of this Announcement
 "Official List"                                             the official list maintained by the FCA pursuant to Part 6 of FSMA
 "Opening Position Disclosure"                               an announcement pursuant to Rule 8 of the Code containing details of interests
                                                             or short positions in, or rights to subscribe for, any relevant securities of
                                                             a party to an offer
 "OTP"                                                       Oxford Technology Park
 "Panel" or "Takeover Panel"                                 the Panel on Takeovers and Mergers
 "Panmure Liberum"                                           Panmure Liberum Limited
 "Prospectus Rules"                                          the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook
                                                             made by the FCA and forming part of the FCA's Handbook (as amended from time
                                                             to time)
 "Registrar of Companies"                                    the Registrar of Companies in England and Wales
 "Regulatory Information Service"                            a primary information provider which has been approved by the FCA to
                                                             disseminate regulated information
 "Resolutions"                                               the resolution(s) to be proposed at the General Meeting necessary to
                                                             facilitate the implementation of the Acquisition, including, without
                                                             limitation, a resolution to amend the articles of association of Life Science
                                                             REIT
 "Restricted Jurisdiction"                                   any jurisdiction where local laws or regulations may result in a significant
                                                             risk of civil, regulatory or criminal exposure if information concerning the
                                                             Acquisition is sent or made available to Life Science REIT Shareholders in
                                                             that jurisdiction
 "Scheme" or "Scheme of Arrangement"                         the scheme of arrangement proposed to be made under Part 26 of the Companies
                                                             Act between Life Science REIT and the Scheme Shareholders to be set out in the
                                                             Scheme Document, with or subject to any modification, addition or condition
                                                             approved or imposed by the Court
 "Scheme Document"                                           the document to be sent to Life Science REIT Shareholders setting out, amongst
                                                             other things, the Scheme and notices convening the Court Meeting and the
                                                             General Meeting
 "Scheme Record Time"                                        the time and date to be specified in the Scheme Document by reference to which
                                                             the entitlements of Scheme Shareholders under the Scheme will be determined,
                                                             expected to be 6.00 p.m. on the Business Day immediately preceding the
                                                             Effective Date
 "Scheme Shareholders"                                       holders of Scheme Shares and a "Scheme Shareholder" shall mean any one of
                                                             those scheme shareholders
 "Scheme Shares"                                             the Life Science REIT Shares:

                                                             (i)         in issue at the date of the Scheme Document and which remain
                                                             in issue at the Scheme Record Time;

                                                             (ii)         (if any) issued after the date of the Scheme Document but
                                                             before the Voting Record Time and which remain in issue at the Scheme Record
                                                             Time; and

                                                             (iii)        (if any) issued at or after the Voting Record Time but at or
                                                             before the Scheme Record Time on terms that the holder thereof shall be bound
                                                             by the Scheme or in respect of which the original or any subsequent holders
                                                             thereof are, or have agreed in writing to be, bound by the Scheme, in each
                                                             case, which remain in issue at the Scheme Record Time,

                                                             excluding, in any case, any Excluded Shares
 "subsidiary" and "subsidiary undertaking"                   have the meanings given to them in the Companies Act
 "Takeover Offer"                                            should the Acquisition be implemented by way of a takeover offer as defined in
                                                             section 974 of the Companies Act, the offer to be made by or on behalf of
                                                             British Land to acquire the entire issued and to be issued share capital of
                                                             Life Science REIT and, where the context requires, any subsequent revision,
                                                             variation, extension or renewal of such offer
 "Transaction Value"                                         as defined in paragraph 2 of this Announcement
 "Treasury Shares"                                           shares held as treasury shares as defined in section 724(5) of the Companies
                                                             Act
 "UBS"                                                       UBS AG London Branch
 "UK" or "United Kingdom"                                    the United Kingdom of Great Britain and Northern Ireland
 "UK AIFMD"                                                  the Alternative Investment Fund Managers Regulations 2013 (as amended),
                                                             Regulation (EU) No 231/2013 as it forms part of UK domestic law under the
                                                             European Union (Withdrawal) Act 2018 (as amended), and the relevant provisions
                                                             of the FCA Handbook (together with the law of the UK or any part of it which
                                                             implemented Directive 2011/61/EU on alternative investment fund managers (as
                                                             amended) and its implementing measures)
 "UK REIT"                                                   a UK Real Estate Investment Trust under Part 12 of the Corporation Tax Act
                                                             2010
 "UK Listing Rules"                                          the UK Listing Rules made by the FCA and forming part of the FCA Handbook (as
                                                             amended from time to time)
 "United States" or "US"                                     the United States of America, its territories and possessions, any state of
                                                             the United States of America, the District of Columbia, and all other areas
                                                             subject to its jurisdiction
 "US Exchange Act"                                           the US Securities Exchange Act of 1934 (as amended)
 "US Securities Act"                                         the US Securities Act of 1933 (as amended)
 "Voting Record Time"                                        the time and date specified in the Scheme Document by reference to which
                                                             entitlement to vote at the Court Meeting and the General Meeting will be
                                                             determined, expected to be 6.30 p.m. on the day (not taking into account
                                                             non-working days) which is two days before the date of the Court Meeting and
                                                             the General Meeting or if the Court Meeting and/or the General Meeting is
                                                             adjourned, 6.30 p.m. on the day (not taking into account non-working days)
                                                             which is two days before the date of such adjourned meeting(s)
 "£" or "Sterling"                                           pounds sterling, the lawful currency for the time being of the UK and
                                                             references to "pence" and "p" shall be construed accordingly

All times referred to are London time unless otherwise stated.

All references to statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.

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