REG - Life Science REIT British Land Co PLC - Publication of Scheme Document

British LandAnnouncement

20/02/2026 07:00

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RNS Number : 8196T  Life Science REIT PLC  20 February 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 OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

20 February 2026

RECOMMENDED CASH AND SHARE OFFER FOR

LIFE SCIENCE REIT PLC

by

THE BRITISH LAND COMPANY PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Publication of Scheme Document

On 28 January 2026, the boards of Life Science REIT plc ("Life Science REIT")
and The British Land Company PLC ("British Land") announced that they had
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 is to be implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document
(as defined below).

Publication of the Scheme Document

The board of Life Science REIT is pleased to announce the publication of a
circular relating to the Scheme (the "Scheme Document") setting out, amongst
other things, the full terms and conditions of the Scheme, a letter from the
Chair of Life Science REIT, an explanatory statement pursuant to section 897
of the Companies Act 2006, an expected timetable of principal events, notices
of the Court Meeting and General Meeting, valuation reports in respect of Life
Science REIT's and British Land's property portfolios pursuant to Rule 29 of
the City Code on Takeover and Mergers and details of the actions to be taken
by Life Science REIT Shareholders, together with Forms of Proxy for the Court
Meeting and the General Meeting.

Copies of this Announcement and the Scheme Document will be made available on
the Company's website at
https://disclaimer.lifesciencereit.co.uk/offer-for-the-company
(https://disclaimer.lifesciencereit.co.uk/offer-for-the-company) and 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) during the
period from the date on which the Scheme Document is published up to and
including the Effective Date (or the date on which the Scheme lapses). The
contents of Life Science REIT's and British Land's websites are not
incorporated into, and do not form part of, this Announcement.

A copy of the Scheme Document (together with copies of any related documents
which are required to be so filed) will shortly be submitted to the National
Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Notices of the Court Meeting and General Meeting and Actions Required

As further described in the Scheme Document, the Scheme requires the approval
of 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. Implementation of the Scheme will also require
approval by the requisite majority of the Resolution relating to the
Acquisition to be proposed at the General Meeting.

Notices convening the Court Meeting and General Meeting for 10.00 a.m. and
10.15 a.m. (or as soon thereafter as the Court Meeting concludes or is
adjourned), respectively, on 19 March 2026 to be held at the offices of
Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU are set out in
the Scheme Document. Personalised Forms of Proxy for use at such meetings are
enclosed with the Scheme Document.

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS
POSSIBLE ARE CAST (WHETHER IN PERSON OR BY PROXY) SO THAT THE COURT MAY BE
SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION.
WHETHER OR NOT YOU INTEND TO ATTEND THE MEETINGS, YOU ARE THEREFORE STRONGLY
ENCOURAGED TO SIGN AND RETURN YOUR FORMS OF PROXY BY POST OR APPOINT A PROXY
ELECTRONICALLY VIA THE INVESTOR CENTRE APP OR AT
HTTPS://UK.INVESTORCENTRE.MPMS.MUFG.COM/, THROUGH CREST OR (FOR INSTITUTIONAL
INVESTORS) VIA THE PROXYMITY PLATFORM AS SOON AS POSSIBLE, BUT IN ANY EVENT SO
AS TO BE RECEIVED BY MUFG CORPORATE MARKETS NOT LATER THAN 10.00 A.M. ON 17
MARCH 2026 IN THE CASE OF THE COURT MEETING AND NOT LATER THAN 10.15 A.M. ON
17 MARCH 2026 IN THE CASE OF THE GENERAL MEETING OR, IN THE CASE OF ANY
ADJOURNMENT, NOT LATER THAN 48 HOURS BEFORE THE TIME FIXED FOR THE ADJOURNED
MEETING (EXCLUDING ANY PART OF SUCH 48 HOUR PERIOD FALLING ON A NON-WORKING
DAY).

Recommendation

The Life Science REIT Directors, who have been so advised by Panmure Liberum
as to the financial terms of the Acquisition, unanimously 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 unanimously recommend that Life
Science REIT Shareholders vote in favour of the Scheme at the Court Meeting
and the Resolution 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 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 as at the
Latest Practicable Date.

Shareholders should read carefully the whole of the Scheme Document (including
any documents incorporated into the Scheme Document by reference), together
with the accompanying Forms of Proxy, before deciding whether or not to vote,
or procure a vote, in favour of the Scheme at the Court Meeting and the
Resolution at the General Meeting. Each of these documents contains important
information relating to the Acquisition. Any vote or decision in respect of,
or other response to, the Acquisition or the Scheme (as applicable) should
only be made on the basis of the information contained in the Scheme Document.

Expected timetable

 Event                                                                           Time and/or date
 Date of publication of the Scheme Document                                      20 February 2026
 Latest time for lodging Forms of Proxy or submitting proxy instructions

online via the Investor Centre app or at
 https://uk.investorcentre.mpms.mufg.com/, through CREST or (for institutional
 investors) via the Proxymity platform for the:
 Court Meeting (blue Form of Proxy)                                              10.00 a.m. on 17 March 2026(2)
 General Meeting (white Form of Proxy)                                           10.15 a.m. on 17 March 2026(3)
 Voting Record Time                                                              6.30 p.m. on 17 March 2026(4)
 Court Meeting                                                                   10.00 a.m. on 19 March 2026(5)
 General Meeting                                                                 10.15 a.m. on 19 March 2026(5)

 The following dates and times associated with the Scheme are indicative only
 and subject to change. Life Science REIT will give adequate notice of any
 changes to these dates and times, when known, by issuing an announcement
 through a Regulatory Information Service, with such announcement being made
 available on Life Science REIT's website at www.lifesciencereit.co.uk. See
 also note (1).
 Court hearing to sanction the Scheme                                            16 April 2026
 Last day for dealings in, and for registration of                               17 April 2026(6)

transfers of, Life Science REIT Shares and Life Science REIT Shares disabled
 in CREST
 Scheme Record Time                                                              6.00 p.m. on 17 April 2026
 Suspension of listing of Life Science REIT Shares on the Official List,         by 7.30 a.m. on 20 April 2026

and from trading on the Main Market
 Effective Date                                                                  20 April 2026(7)
 New British Land Shares issued to Life Science REIT Shareholders                8.00 a.m. on 21 April 2026
 Admission and commencement of dealings in New British Land Shares               8.00 a.m. on 21 April 2026
 Cancellation of listing of, and trading in, Life Science REIT Shares            by 8.00 a.m. on 21 April 2026
 CREST accounts of Life Science REIT Shareholders credited with New British      on or as soon as possible after 8:00 a.m. on 21 April 2026 but not later than
 Land Shares                                                                     14 days after the Effective Date
 Fractional entitlements to New British Land Shares aggregated and sold in the   as soon as practicable after the Effective Date
 market
 CREST accounts of Life Science REIT Shareholders credited with                  within 14 days after the Effective Date

any cash consideration due

(in respect of Scheme Shares held in uncertificated form)
 Dispatch of cheques in respect of cash consideration and                        within 14 days after the Effective Date

share certificates in respect of New British Land Shares (in respect

of Scheme Shares held in certificated form)
 Net cash proceeds from sale of fractional entitlements to                       within 14 days after the Effective Date

New British Land Shares distributed to relevant

Scheme Shareholders (subject to £5.00 de minimis threshold)
 Long-Stop Date                                                                  11.59 p.m. on 31 July 2026(8)

All references to time throughout this Announcement are to London time.

Notes:

(1)           These times and dates are indicative only and will
depend, inter alia, on the date on which the Conditions are satisfied or, if
capable of waiver, waived and on the date upon which the Court sanctions the
Scheme. If any of the dates and/or times in this expected timetable change,
the revised dates and/or times will be notified to Life Science REIT
Shareholders by announcement through a Regulatory Information Service and on
the London Stock Exchange website: www.londonstockexchange.com
(http://www.londonstockexchange.com) and, if required by the Panel, posting
notice(s) of the change(s) to Life Science REIT Shareholders and persons so
entitled. All Scheme Shareholders have the right to attend the Court Sanction
Hearing.

(2)           It is requested that blue Forms of Proxy for the Court
Meeting be lodged by 10.00 a.m. on 17 March 2026 or, if the Court Meeting is
adjourned, by no later than 48 hours prior to the time fixed for the adjourned
Court Meeting (excluding any part of such 48-hour period falling on a
non-working day in the UK). Blue Forms of Proxy not so lodged can be handed to
the Chair of the Court Meeting (or a representative of MUFG Corporate Markets
on the Chair's behalf) at the start of the Court Meeting or any adjournment
thereof.

(3)           In order to be valid, white Forms of Proxy for the
General Meeting must be received by MUFG Corporate Markets by 10.15 a.m. on 17
March 2026 or, if the General Meeting is adjourned, 48 hours prior to the time
appointed for the adjourned General Meeting (excluding any part of such
48-hour period falling on a non-working day in the UK). If the white Form of
Proxy is not lodged by the relevant time, it will be invalid.

(4)           If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time of the adjourned meeting(s) will be 6.30
p.m. on the day which is two Business Days before the date of such adjourned
Meeting.

(5)           The General Meeting will commence at 10.15 a.m. on the
day of the Court Meeting or as soon thereafter as the Court Meeting has been
concluded or adjourned.

(6)           Life Science REIT Shares will be disabled in CREST
from 5.00 p.m. on such date.

(7)           The Scheme shall become Effective as soon as a copy of
the Court Order has been delivered to the Registrar of Companies. This is
expected to occur following the Scheme Record Time and after the suspension of
trading in Life Science REIT Shares. The events which are stated as occurring
on subsequent dates are conditional on the Effective Date and operate by
reference to that date.

(8)           This is the latest date by which the Scheme may become
Effective. The Long-Stop Date may be extended to such later date as may be
agreed in writing by British Land and Life Science REIT (with the consent of
the Panel, if required) or as directed by the Panel, and in each case as the
Court may approve (if such approval is required).

 

Shareholder Helpline

If you have any questions about this Announcement, the Scheme Document, the
Court Meeting or the General Meeting, or are in any doubt as to how to submit
your proxies electronically via the Investor Centre app or at
https://uk.investorcentre.mpms.mufg.com/
(https://uk.investorcentre.mpms.mufg.com) , through CREST or (for
institutional investors) via the Proxymity platform or to complete the Forms
of Proxy, please call Life Science REIT's registrar, MUFG Corporate Markets,
on +44 (0) 371 664 0321. Lines are open from 9.00 a.m. to 5.30 p.m., Monday to
Friday (excluding public holidays in England and Wales). Calls are charged at
the standard geographic rate and will vary by provider. Calls outside the
United Kingdom will be charged at the applicable international rate.
Alternatively, you can email MUFG Corporate Markets at
shareholderenquiries@cm.mpms.mufg.com
(mailto:shareholderenquiries@cm.mpms.mufg.com) . Please note that MUFG
Corporate Markets cannot provide any financial, legal or tax advice, or
provide advice on the merits of the Acquisition or the Scheme, and calls may
be recorded and monitored for security and training purposes.

 

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.

Notices

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority ("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 matters referred to in this Announcement or
any other matter or arrangement set out in this Announcement. Panmure Liberum
will not regard any other person as its client in connection with 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.

UBS AG London Branch ("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.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Panmure Liberum and its affiliates and UBS and
its affiliates will each continue to act as exempt principal trader in British
Land and Life Science REIT securities on the London Stock Exchange. These
purchases and activities by exempt principal traders which are required to be
made public in the United Kingdom pursuant to the Code will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information will also be
publicly disclosed in the United States to the extent that such information is
made public in the United Kingdom.

Overseas Shareholders

The availability of New British Land Shares (and the ability of persons to
hold such shares) in, and the release, publication or distribution of this
Announcement in or into jurisdictions other than the United Kingdom may be
restricted by the laws and/or regulations of those jurisdictions. Any persons
who are not resident in the United Kingdom, or who are subject to the laws
and/or regulations of any jurisdiction other than 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 or who are subject to the laws and/or regulations of
another jurisdiction to vote their Life Science REIT Shares with respect to
the Scheme at the Court Meeting, or to appoint another person as proxy to vote
at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdictions in which they are located or to which they are subject.
Any failure to comply with the applicable restrictions may constitute a
violation of the laws and/or regulations 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.

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 and no
person may vote in favour of the Acquisition by any such use, means,
instrumentality or form (including, but not limited to, facsimile, e-mail or
other electronic transmission or telephone) of interstate or foreign commerce
of, or any facility of a national, state or other securities exchange of, any
Restricted Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Accordingly, 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. The statements contained in this Announcement are
not to be construed as legal, business, financial or tax advice.

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 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. 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
or US Exchange Act. Any such Takeover Offer would be made in the United States
by British Land and no one else.

Financial information included in this Announcement 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.

Life Science REIT and British Land are each organised under the laws of
England and Wales. It may be difficult for US holders of Life Science REIT
Shares to enforce their rights and any claim arising out of 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 judgment of a US court.

In accordance with the Code, normal UK market 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 and such consequences, if
any, are not described herein. Each Life Science REIT Shareholder (including
US holders) is urged to consult its independent professional advisers
immediately regarding the legal, tax and financial 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 relevant securities laws of any state,
territory 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).

Important Information

This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly in, into or from any Restricted Jurisdiction
or any other jurisdiction where to do so would constitute a violation of the
relevant laws or regulations of such jurisdiction.

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer or 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, if the Acquisition is
implemented by way of a Takeover Offer, the Offer Document) which, together
with the accompanying Forms of Proxy (or forms of acceptance, if applicable),
contain (or 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 approval of the Scheme at
the Court Meeting or the Resolution at the General Meeting), 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 carefully as it contains important
information relating to the Acquisition, the New British Land Shares and the
Enlarged Group.

The statements contained in this Announcement are made as at the date of this
Announcement and unless some other time is specified in relation to them, 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.

This Announcement does not constitute a prospectus or prospectus equivalent
document.

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.

No person has been authorised to make any representations on behalf of any
member of the Life Science REIT Group or the British Land Group concerning the
Acquisition which are inconsistent with the statements contained in this
Announcement and such representations, if made, may not be relied upon as
having been so authorised by Life Science REIT, British Land, the Life Science
REIT Directors, the British Land Directors, UBS, Panmure Liberum or any other
person involved in the Acquisition.

Cautionary note on Forward-Looking Statements

This Announcement (including information incorporated by reference into this
Announcement), oral statements made regarding the Acquisition and other
information published by Life Science REIT and British Land contain statements
which are, or may be deemed to be, "forward-looking statements". These
forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts; they are prospective in nature,
based on current expectations and projections about future events and
circumstances, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from those expressed in or
implied by the forward-looking statements. The forward-looking statements
contained in this Announcement may include statements relating to British
Land's and Life Science REIT's financial condition, operations, businesses,
plans, objectives and expected performance, the expected effects of the
Acquisition on British Land and Life Science REIT, the expected timing of the
Acquisition and other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "scheduled", "estimates", "targets",
"hopes", "forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases of similar meaning or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved.

These statements are based on assumptions and assessments made by British Land
and/or Life Science REIT in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate. However, 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 in which British Land and Life Science REIT operate
and in market and regulatory forces; changes in interest and exchange rates;
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. Other unknown or unpredictable factors could cause actual results
to differ materially from those in the forward-looking statements. Such
forward-looking statements should therefore be construed in the light of such
factors.

Each forward-looking statement in this Announcement speaks only as at the date
of this Announcement. Although British Land and Life Science REIT believe that
the expectations reflected in such forward-looking statements are reasonable,
neither Life Science REIT nor British Land nor any of their respective
associates or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this Announcement will actually occur.
You are cautioned not to place undue reliance on these forward-looking
statements. Other than in accordance with their legal or regulatory
obligations, neither British Land nor Life Science Reit is under any
obligation, and British Land and Life Science REIT expressly disclaim any
intention or obligation to update or correct any forward-looking statements
contained in this Announcement (whether as a result of new information, future
events or otherwise).

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.

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.

 

Right to switch to a Takeover Offer

British Land reserves the right to elect (with the consent of the Panel) to
implement the Acquisition by way of a Takeover Offer for the entire issued and
to be issued ordinary share capital of Life Science REIT as an alternative to
the Scheme. In such an event, such Takeover Offer will be implemented on the
same terms and conditions, so far as applicable, as those which would apply to
the Scheme, subject to appropriate amendments to reflect the change in method
of effecting the Acquisition, which may include such amendments as described
in paragraph 1 of Part C of Part 4 (Conditions to and certain further terms of
the Acquisition and the Scheme) of the Scheme Document.

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 the figures that precede them.

Information relating to Life Science REIT shareholders

Please be aware that addresses, electronic addresses and certain 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 by Section 4 of Appendix 4 to the Code.

Publication on websites and availability of hard copies

A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, 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) and 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) by no
later than 12 noon (London time) on the Business Day following the date of
this Announcement.

In accordance with Rule 30.3 of the Code, Life Science REIT Shareholders and
persons with information rights can obtain a hard copy of the Scheme Document,
announcements and information relating to the Acquisition by contacting 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 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.

For persons who receive a copy of the Scheme Document in electronic form or by
it being published on Life Science REIT's website, a hard copy of the Scheme
Document will not be sent unless so requested. Such persons may also inform
MUFG Corporate Markets that they wish all future documents, announcement and
information in relation to the Acquisition to be sent to them in hard copy.

For the avoidance of doubt, the contents of the aforementioned websites, and
any websites accessible from hyperlinks on those websites, are not
incorporated into and do not form part of this Announcement.

 

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