REG - abrdn Property Inc. abrdn Property Inc. Custodian Property - Results of Court Meeting and General Meeting

Custodian Property Income ReitAnnouncement

27/03/2024 16:30

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RNS Number : 5739I  abrdn Property Income Trust Ltd  27 March 2024

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A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

 

27 March 2024

 

RECOMMENDED ALL-SHARE MERGER

OF

ABRDN PROPERTY INCOME TRUST LIMITED

with

CUSTODIAN PROPERTY INCOME REIT PLC

 

Results of Court Meeting and General Meeting held on 27 March 2024

On 14 March 2024, the Board of abrdn Property Income Trust Limited ("API")
provided an update regarding its assessment of the recommended all-share
merger with Custodian Property Income REIT ("CREI") (the "CREI Merger") and
the proposal from Urban Logistics REIT plc ("Urban Logistics") in the context
of all of the strategic options available to API, including a managed
wind-down ("Managed Wind-Down").

The API Board reiterated its recommendation that API Shareholders vote in
favour of the CREI Merger. It also confirmed that it intended to pursue a
Managed Wind-Down in the event that the CREI Merger were not approved by the
requisite majorities of API Shareholders, being 75% by value of API Shares
voted at both the API Court Meeting and API General Meeting, and a majority in
number of API Shareholders voting at the API Court Meeting.

The API Court Meeting and API General Meeting were adjourned to 27 March 2024,
and accordingly the meetings were convened earlier today. The total votes in
favour of the resolutions to implement the CREI Merger were 60.79% of API
Shares voted at the Court Meeting and 61.37% of API Shares voted at the
General Meeting, and 86.15% by number of API Shareholders who voted at the
Court Meeting.

The proportions of API Shares voting in favour were below the minimum
threshold needed to approve the resolutions. As such the CREI Merger has been
terminated, the scheme of arrangement implementing the CREI Merger has lapsed
and API is no longer in an offer period as defined by the City Code on
Takeovers and Mergers.

Further to its announcements of 14 March 2024 and 20 March 2024, the API Board
will now take steps to implement a Managed Wind-Down subject to the approval
of API Shareholders at a general meeting. More information on this process
will be set out in due course.

James Clifton-Brown, Chair of API, said:

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

While the CREI Merger gained the support of 61% by value of API Shareholders
voting and approximately 79% by number, the former falls short of the 75%
threshold required.

In view of these results and the challenges that API would continue to
experience as a standalone company, the API Board will now take steps to
implement a Managed Wind-Down, subject to API Shareholder approval, building
upon the work already undertaken by the API Board and the company's investment
manager and advisers, with the objective of delivering enhanced returns for
API Shareholders."

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting:

          Number of Scheme Shares voted  % of Scheme Shares voted*  Number of Scheme Shareholders who voted  % of Scheme Shareholders who voted*  Number of Scheme Shares voted as a % of the issued share capital entitled to
                                                                                                                                                  vote on the Scheme*
 For      83,759,264                     60.79                      112**                                    78.87**                              21.97
 Against  54,017,583                     39.21                      30**                                     21.13**                              14.17
 Total    137,776,847                    100                        142**                                    100**                                36.14

 

* All percentages rounded to two decimal places.

** Where Scheme Shareholders submitted split votes, each such Scheme
Shareholder has been counted as one Scheme Shareholder voting for the
resolution and one Scheme Shareholder voting against the resolution.

 Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting:

             Number of API Shares voted ***  % of API Shares voted*  Number of API Shares voted as a % of the issued ordinary share capital *
 For         86,255,613                      61.37                   22.63
 Against     54,299,484                      38.63                   14.24
 Withheld**  276,308                         -                       -
 Total       140,555,097                     100                     36.87

 

* All percentages rounded to two decimal places

** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the special resolution.

*** Includes discretionary votes.

General

The total number of API Shares in issue (other than shares held in treasury)
at the Voting Record Time was 381,218,977. Consequently, the total voting
rights in API at the Voting Record Time were 381,218,977. Scheme Shareholders
were entitled to one vote per Scheme Share held at the Voting Record Time at
the Court Meeting and API Shareholders were entitled to one vote per API Share
held at the Voting Record Time at the General Meeting.

Capitalised terms in this announcement, unless otherwise defined, have the
same meanings as set out in the Scheme Document.

Enquiries

 abrdn Property Income Trust (API)                    via Winterflood or

 James Clifton-Brown (Chair)                          H/Advisors Maitland

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

 Patrick Long

 Jolyon Coates

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

 Neil Langford

 H/Advisors Maitland (Communications Adviser to API)  +44 20 7379 5151

 James Benjamin

Important notices relating to financial advisers

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

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

Publication on a website

In accordance with Rule 26.1 of the 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.

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