REG - abrdn Property Inc. abrdn Property Inc. Custodian Property - Publication and Posting of Scheme Document

Custodian Property Income ReitAnnouncement

01/02/2024 09:00

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RNS Number : 6937B  abrdn Property Income Trust Ltd  01 February 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 

1 February 2024

 

RECOMMENDED ALL-SHARE MERGER

of

ABRDN PROPERTY INCOME TRUST LIMITED

WITH

CUSTODIAN PROPERTY INCOME REIT PLC

to be effected by means of a Court-sanctioned scheme of arrangement

 under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)

 

Publication and Posting of Scheme Document and Letters of Intent

 

Introduction

On 19 January 2024, the boards of Custodian Property Income REIT plc ("CREI")
and abrdn Property Income Trust Limited ("API") announced that they had
reached agreement on the terms and conditions of a recommended all-share
merger pursuant to which CREI will acquire the entire issued and to be issued
share capital of API (the "Merger"). It is intended that the Merger will be
implemented by means of a Court-sanctioned scheme of arrangement under Part
VIII of the Companies Law (the "Scheme").

Publication and posting of the Scheme Document

The board of API announces that it will today publish a circular in relation
to the Merger (the "Scheme Document"), together with the Forms of Proxy for
the API Court Meeting and the API General Meeting. The Scheme Document sets
out, amongst other things, the full terms and conditions of the Scheme, an
explanatory statement pursuant to section 108 of the Companies Law, an
expected timetable of principal events, notices of the API Court Meeting and
API General Meeting and details of the actions to be taken by API
Shareholders. Capitalised terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.

Hard copies of the Scheme Document and Forms of Proxy for the API Court
Meeting and the API General Meeting will be posted to API Shareholders and,
for information only, to persons with information rights.

Publication of CREI's Combined Circular and Prospectus

As separately announced by CREI, CREI will today publish a Combined Circular
and Prospectus approved by the UK's Financial Conduct Authority relating to
the New CREI Shares to be issued as the share consideration in connection with
the Merger. This Prospectus will be made available (subject to restrictions
for persons in Restricted Jurisdictions) on CREI's website at
www.custodianreit.com (http://www.custodianreit.com) and API's website at
www.abrdnpit.co.uk (http://www.abrdnpit.co.uk) .

Notices of the API Court Meeting and API General Meeting

As further detailed in the Scheme Document, to become Effective the Scheme
requires, among other things, that the requisite majority of Scheme
Shareholders vote in favour of the Scheme at the API Court Meeting and that
the requisite majority of API Shareholders vote in favour of the API
Resolution to be proposed at the API General Meeting, and sanction of the
Scheme by the Court. The Scheme is also subject to the satisfaction or (where
applicable) waiver of the Conditions and further terms set out in Part III of
the Scheme Document.

Notices convening the API Court Meeting and the API General Meeting, both to
be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell
Street, London EC1Y 4AG on 28 February 2024 are set out in the Scheme
Document. The API Court Meeting will start at 10:00 a.m. (GMT) and the API
General Meeting at 10:15 a.m. (GMT) (or as soon as reasonably practicable
thereafter as the API Court Meeting shall have been concluded or adjourned).
Forms of Proxy for use at such meetings will be enclosed with the Scheme
Document.

The API Directors, who have been so advised by Lazard & Co., Limited
("Lazard") as to the financial terms of the Merger, consider the terms of the
Merger to be fair and reasonable. In providing its advice to the API
Directors, Lazard has taken into account the commercial assessments of the API
Directors.

Accordingly, the API Directors unanimously recommend that Scheme Shareholders
vote, or procure the vote, in favour of the Scheme at the API Court Meeting
and that API Shareholders vote in favour of the API Resolution to be proposed
at the API General Meeting as the API Directors, who are interested in API
Shares, have irrevocably undertaken to do in respect of their entire
beneficial holdings of 295,092 API Shares, representing, in aggregate,
approximately 0.08 per cent of API's total issued share capital as at the
close of business on the Latest Practicable Date.

It is important that, for the API Court Meeting in particular, as many votes
as possible are cast, so that the Court may be satisfied that there is a fair
representation of Scheme Shareholders' opinion. Scheme Shareholders are
therefore strongly urged to complete, sign and return their Forms of Proxy or
appoint a proxy either online or through the CREST electronic proxy
appointment service (as appropriate), in any case as soon as possible.

Scheme Shareholders should read the Scheme Document in its entirety before
making a decision in respect of the Scheme.

The Merger is conditional, inter alia, on the approval of CREI Shareholders
for the issuance and allotment of the New CREI Shares. In order to allot and
issue the New CREI Shares, CREI will be required to seek the approval of CREI
Shareholders of the CREI Resolution at the CREI General Meeting.

Update regarding letters of intent

CREI received a non-binding letter of intent from Brooks Macdonald Asset
Management that was disclosed in the Announcement, and on 31 January 2024 CREI
received further non-binding letters of intent from Mattioli Woods plc and
Wise Funds Limited, in each case to vote in favour of the Scheme at the API
Court Meeting and the API Resolution to be proposed at the API General Meeting
(or in the event that the Merger is implemented by way of a Takeover Offer, to
procure the acceptance of such Takeover Offer) in respect of, in aggregate
26,793,245 API Shares, representing approximately 7.03 per cent. of API's
total issued share capital as at the close of business on the Latest
Practicable Date.

Accordingly, CREI has received irrevocable undertakings and letters of intent
to vote, or procure the voting, in favour of the Scheme at the API Court
Meeting and the API Resolution to be proposed at the API General Meeting (or
in the event that the Merger is implemented by way of a Takeover Offer, to
accept or procure the acceptance of such Takeover Offer) in respect of a total
of 38,464,762 API Shares, representing, in aggregate, approximately 10.09 per
cent. of the total issued share capital of API as at the close of business on
the Latest Practicable Date.

Copies of the irrevocable undertaking and letters of intent are available on
API's website at https://www.abrdnpit.co.uk/en-gb/merger.

Combined Circular and Prospectus

CREI will post to CREI Shareholders the Combined Circular and Prospectus (for
which CREI, the CREI Directors and the Proposed Directors are responsible).
The Combined Circular and Prospectus summarises the background to and reasons
for the Merger and includes a notice convening the CREI General Meeting on 27
February 2024, and also constitutes a prospectus for the purposes of the
Prospectus Regulation in connection with the admission of the New CREI Shares
to the Official List and to trading on the Main Market.

The CREI Directors consider the Merger to be in the best interests of CREI and
the CREI Shareholders as a whole and unanimously recommend that CREI
Shareholders vote in favour of the CREI Resolution to be proposed at the CREI
General Meeting which is to be convened to approve the Merger and related
matters, as those CREI Directors, together with certain of Iain Mattioli's
close relatives and related trusts, who hold CREI Shares have irrevocably
undertaken to do in respect of their own holdings of, in aggregate, 6,204,817
CREI Shares, representing approximately 1.41 per cent. of the issued ordinary
share capital of CREI on the Latest Practicable Date.

Delisting of API Shares

If the Scheme is approved by the Scheme Shareholders, the API Resolution is
approved by API Shareholders, the Court sanctions the Scheme, all other
Conditions to the Merger are satisfied or (if capable of waiver) waived and
the Scheme becomes Effective in accordance with its terms, then, under the
anticipated timetable, shortly before the Scheme becomes Effective, API will
make an application to the FCA for the cancellation of the listing of API
Shares on the premium listing segment of the Official List and for the
cancellation of trading of the API Shares on the London Stock Exchange's Main
Market for listed securities, which are in each case expected to take effect
on the Effective Date. No transfers of API Shares will be registered after the
date on which dealings in API Shares on the Main Market of the London Stock
Exchange cease other than to CREI (or as CREI may otherwise direct) pursuant
to the API Articles, as proposed to be amended by the API Resolution at the
API General Meeting.

Listing of New CREI Shares

It is intended that applications will be made to the FCA and to the London
Stock Exchange for the New CREI Shares to be admitted to the premium segment
of the Official List and to trading on the London Stock Exchange's Main Market
for listed securities. It is expected that Admission will become effective,
and that dealings for normal settlement in the New CREI Shares will commence
on the London Stock Exchange, at 8.00 a.m. (London time) on the Effective
Date.

Expected Timetable of Principal Events

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out below. The Scheme remains
conditional on the approval of Scheme Shareholders at the API Court Meeting
and API Shareholders at the API General Meeting and to the satisfaction or
waiver of the other Conditions set out in the Scheme Document, including the
sanction of the Court. The Scheme is expected to become effective in early
April 2024 and any update to the expected timetable will be announced through
a Regulatory Information Service, with such announcement being made available
on CREI's website at www.custodianreit.com (http://www.custodianreit.com) and
API's website at www.abrdnpit.co.uk (http://www.abrdnpit.co.uk) .

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out expected dates for the
implementation of the Scheme.

 Event                                                                           Time and/or date (2024)
 Publication of the Scheme Document and the Combined Circular and Prospectus     1 February
 Latest time for lodging Forms of Proxy for the:
 API Court Meeting (BLUE form)                                                   10.00 a.m. on 26 February((1))
 API General Meeting (WHITE form)                                                10.15 a.m. on 26 February((2))
 Voting Record Time for the API Court Meeting and the API General Meeting        6.00 p.m. on 26 February(3))
 CREI General Meeting                                                            9.30 a.m. on 27 February
 API Court Meeting                                                               10.00 a.m. on 28 February
 API General Meeting                                                             10.15 a.m. on 28 February((4))
 The following dates are indicative only and are subject to change((5))
 Sanction Hearing                                                                28 March
 Last day of dealings in, and for registration of transfers of API Shares        28 March
 Scheme Record Time                                                              6.00 p.m. on 28 March
 Suspension of listing of, and dealings in, API Shares and disablement of API    7.30 a.m. on 2 April
 Shares in CREST
 Effective Date of the Scheme((6))                                               2 April
 Delisting of API Shares on the London Stock Exchange                            By 8.00 a.m. on 2 April
 New CREI Shares issued to API Shareholders                                      By 8.00 a.m. on 2 April
 New CREI Shares listed and commencement of dealings in the New CREI Shares on   By 8.00 a.m. on 2 April
 the London Stock Exchange
 CREST accounts of API Shareholders credited with New CREI Shares                On or soon after 8.00 a.m. on 2 April
 CREST accounts of API Shareholders credited with cash due in relation to the    Within 14 calendar days of the Effective Date
 sale of fractional entitlements
 Latest date for despatch of (a) share certificates for New CREI Shares and (b)  Within 14 calendar days of the Effective Date
 cheques due in relation to the sale of fractional entitlements
 Long Stop Date                                                                  30 April((7))

_______________________

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

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

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

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

(5)        These dates and times are indicative only and will depend,
among other things, on the date upon which: (i) the Conditions are satisfied
or (if capable of waiver) waived; and (ii) the Court sanctions the Scheme.

(6)        A copy of the Court Order must be filed with the Guernsey
Registry as promptly as is practicable and in any event within seven days
after its making. The Scheme will become Effective on the date prescribed in
the Court Order (which is currently expected to be one calendar day following
the Sanction Hearing).

(7)        This is the latest date by which the Scheme may become
Effective unless CREI and API agree (and the Panel and, if required, the Court
permit) a later date or if the Panel requires an extension to the Long Stop
Date pending final determination of an issue under section 3(g) of Appendix 7
to the Code.

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

The dates and times given are indicative only and are based on API's and
CREI's current expectations and may be subject to change. If any of the
expected times and/or dates above change (a) the revised times and/or dates
will be notified to API Shareholders by announcement through a Regulatory
Information Service, with such announcement being made available on CREI's
website at www.cistodianreit.com (http://www.cistodianreit.com) and API's
website at www.abrdnpit.co.uk (http://www.abrdnpit.co.uk) and (b) if required
by the Panel, API will send notice of the change(s) to API Shareholders.

Shareholder Helpline

 

If you have any questions about the Scheme Document, the API Court Meeting or
the API General Meeting or how to complete the Forms of Proxy or to appoint a
proxy through the CREST electronic proxy appointment service or online, please
contact API's registrar, Computershare on +44 (0) 370 707 4040. 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. The helpline is open between 8:30 a.m. and 5:30 p.m., Monday to Friday
excluding public holidays in England and Wales. Please note that Computershare
cannot provide any financial, legal or tax advice and calls may be recorded
and monitored for security and training purposes.

Enquiries

 abrdn Property Income Trust (API)      via Winterflood

 James Clifton-Brown (Chair)

 Lazard (Financial Adviser to API)       +44 20 7187 2000

 Patrick Long

 Jolyon Coates

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

 Neil Langford

 

Important notices relating to financial advisers

Lazard, which is authorised and regulated in the United Kingdom by the
Financial Conduct Authority, is acting exclusively as financial adviser to API
and no one else in connection with the matters set out in this announcement
and will not be responsible to anyone other than API for providing the
protections afforded to clients of Lazard nor for providing advice in relation
to the matters set out in this announcement. Neither Lazard nor any of its
affiliates owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in connection with this
announcement, any statement contained herein or otherwise.

Winterflood Securities Limited ("Winterflood"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for API and no-one else in connection with the matters set out in
this announcement and will not be responsible to anyone other than API for
providing the protections afforded to customers of Winterflood or for
providing advice in relation to the matters set out in this announcement.
Neither Winterflood nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Winterflood in connection with this announcement, any statement
contained herein or otherwise.

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 to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Merger or otherwise, nor shall there be any
sale, issuance or transfer of securities of API in any jurisdiction in
contravention of applicable law. The Merger will be made solely pursuant to
the terms of the Scheme Document (or, if the Merger is implemented by way of a
Takeover Offer, the Offer Document), which contains the full terms and
conditions of the Merger, including details of how API Shareholders may vote
in respect of the Merger. Any vote, approval, decision in respect of, or other
response to, the Merger should be made only on the basis of the information
contained in the Scheme Document and the Combined Circular and Prospectus (or
any other document by which the Merger is made by way of a Takeover Offer).

CREI have prepared the Combined Circular and Prospectus, which contains
information on the New CREI Shares and the Combined Group. CREI and API urge
API Shareholders to read the Scheme Document and the Combined Circular and
Prospectus carefully because they contain important information in relation to
the Merger, the New CREI Shares and the Combined Group.

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.
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 another
appropriately authorised independent financial adviser, if you are in a
territory outside the United Kingdom.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with Guernsey
law, English law, the Code, the Market Abuse Regulation, the Disclosure
Guidance and Transparency Rules and the Listing Rules and 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 or Guernsey. Nothing in this announcement should be
relied on for any other purpose.

The release, publication or distribution of this announcement in or into
certain jurisdictions other than the United Kingdom or Guernsey may be
restricted by the laws and/or regulations of those jurisdictions and therefore
persons into whose possession this announcement comes who are subject to the
laws and/or regulations of any jurisdiction other than the United Kingdom or
Guernsey should inform themselves about and observe any such applicable laws
and/or regulations in their jurisdiction. In particular, the ability of
persons who are not resident in the United Kingdom or Guernsey to vote their
Scheme Shares or API Shares (as applicable) with respect to the Scheme at the
API Court Meeting or the API Resolution at the API General Meeting, or to
appoint another person as proxy to vote at the API Court Meeting or the API
General Meeting on their behalf, may be affected by the laws of the relevant
jurisdiction in which they are located. Further details in relation to
Overseas Shareholders are contained in the Scheme Document. Any failure to
comply with any such 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 Merger disclaim any
responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by CREI or required by the Code, and permitted by
applicable law and regulation, the Merger will not be made available, in whole
or in part, 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 Merger by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the Merger 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 and persons
receiving such documents (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send them in or into or from any
Restricted Jurisdiction. Doing so may render invalid any related purported
vote in respect of the Merger. If the Merger 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 or into, or by
the use of mails or any means or instrumentality (including, but not limited
to, facsimile, e-mail or other electronic transmission, telex 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 may not be capable of acceptance by any such use, means, instrumentality
or facilities.

Further details in relation to Overseas Shareholders are contained in the
Scheme Document.

Forward-looking statements

This announcement (including information incorporated by reference into this
announcement), oral statements made regarding the Merger, and other
information published by CREI and API contain statements about CREI, API
and/or the Combined Group that are or may be deemed to be "forward-looking
statements". All statements other than statements of historical facts included
in this announcement, may be forward-looking statements. Forward-looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of CREI and API about
future events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future results
expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Merger on CREI and API, the
expected timing and scope of the Merger 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", "forecasts", "intends", "anticipates" or "does not anticipate",
or "believes", or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should", "would", "might"
or "will" be taken, occur or be achieved. Forward looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; and (ii)
business and management strategies and the expansion and growth of CREI's or
API's or the Combined Group's operations and potential synergies resulting
from the Merger.

Although CREI and API believe that the expectations reflected in such
forward-looking statements are reasonable, neither CREI nor API can give
assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Merger; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions on the proposed
terms; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; the anticipated benefits from the
Merger not being realised as a result of changes in general economic and
market conditions in the countries in which CREI and API operate; weak,
volatile or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which CREI and API
operate; and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the light of such
factors.

Neither CREI nor API, 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. Given the risks and
uncertainties, you are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their legal or
regulatory obligations, neither CREI nor API is under any obligation, and each
of CREI and API expressly disclaim any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

Disclosure requirements of the Takeover Code

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

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

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

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 Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+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.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit
estimate for any period and no statement in this announcement should be
interpreted to mean that earnings or earnings per share for CREI or API for
the current or future financial years would necessarily match or exceed the
historical published earnings or earnings per share for CREI or API.

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.

Publication on a website

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

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

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, API Shareholders may request a hard
copy of this announcement (and any information incorporated by reference in
this announcement), free of charge, by contacting Northern Trust during
business hours on 01481 745001 (from within the United Kingdom) and +44 (0)
1481 745001 (from outside the United Kingdom) or by submitting a request in
writing to The Company Secretary, at team_api@ntrs.com. 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. Lines
will be open between 9.00 a.m. to 5.30 p.m., Monday to Friday excluding public
holidays in England and Wales.

For persons who receive a copy of this announcement in electronic form or via
a website notification, a hard copy of this announcement will not be sent
unless so requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the Merger
should be in hard copy form.

Scheme Process

In accordance with Section 5 of Appendix 7 of the Code, API will announce
through a Regulatory Information Service key events in the Scheme process
including the outcomes of the API Meetings and the Sanction Hearing.

Unless otherwise consented to by the Court and the Panel, any modification or
revision to the Scheme will be made no later than the date which is 14 days
prior to the API Meetings (or any later date to which such meetings are
adjourned). In accordance with Section 11 of Appendix 7 of the Code, if the
Scheme lapses or is withdrawn all documents of title and other documents
lodged will be returned as soon as practicable and in any event within 14 days
of such lapsing or withdrawal.

Information relating to API Shareholders

Please be aware that addresses, electronic addresses and certain other
information provided by API Shareholders, persons with information rights and
other relevant persons for the receipt of communications from API may be
provided to CREI during the Offer Period as required under Section 4 of
Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Code, CREI confirms that, as at the close
of business on the Latest Practicable Date, it had in issue 440,850,398
ordinary shares of one penny which carry voting rights of one vote per share
and are admitted to trading on the London Stock Exchange with ISIN
GB00BJFLFT45.

For the purposes of Rule 2.9 of the Code, API confirms that, as at the close
of business on the Latest Practicable Date (being 30 January 2024), it had in
issue 381,218,977 ordinary shares of one penny each (excluding any shares held
as treasury shares) which carry voting rights of one vote per share and are
admitted to trading on the London Stock Exchange with ISIN GB0033875286.

 

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