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REG - Custodian Property abrdn Property Inc. - Comment on outcome of API shareholder meetings

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RNS Number : 5780I  Custodian Property Income Reit PLC  27 March 2024

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INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE

A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

 

 

27 March 2024

Custodian Property Income REIT plc

(the "Company" or "CREI")

 

Comment on outcome of abrdn Property Income Trust Limited ("API") shareholder
meetings

 

Further to the previous announcements by the board of directors of CREI (the
"CREI Board") regarding the recommended all-share merger of API and CREI (the
"Recommended Merger" or the "Transaction"), the CREI Board notes API's
announcement that the total votes in favour of the resolutions proposed at the
General Meeting and the Court Meeting of API (the "API Meetings") in relation
to the Recommended Merger were below the minimum threshold needed to approve
the resolutions to effect the Recommended Merger and as such the Recommended
Merger has not been approved and the Scheme has lapsed.

 

Commenting on the outcome, David MacLellan, Chairman of CREI said:

"Having heeded clear calls from the market regarding the need for
consolidation amongst the listed REITs, we worked with our investment manager
and the API board of directors ("API Board") to negotiate what we believe to
be a fair deal for all shareholders of both API and CREI. Our proposal was
fully aligned with the existing investment strategies of both companies and
structured on an NTA-to-NTA basis to ensure that the exchange ratio was based
upon the latest respective underlying property valuations. Furthermore, it was
unanimously recommended by the API Board and allowed both API and CREI
shareholders to benefit from the long-term benefits of being invested in a
combined business which brought together two highly complementary portfolios,
with a growing and fully covered dividend.

We are therefore disappointed that despite the majority of votes cast being in
favour of the Transaction at the API Meetings today, this was not enough to
meet the 75% threshold required to approve the Transaction. In fact,
shareholders accounting for just 14% of API's register proved sufficient to
prevent the resolutions passing. These votes were, we understand, primarily
from institutional investors who believe a 'managed wind-down' of API's
portfolio will better protect shareholder value, despite the API Board clearly
and publicly setting out the flaws in this conclusion. CREI wishes API and its
shareholders every success in the future as API continues as an independent
business.

The CREI Board believes it is important to note that it viewed the Transaction
as an augmentation of, rather than critical to, the strategy that CREI has
pursued successfully over the 10 years since it launched in 2014. Instead of
gaining a jump in scale via the Recommended Merger, CREI will maintain its
strategy of incremental growth and, most importantly, continue to offer CREI
shareholders an attractive dividend from a highly diversified portfolio,
significant rental growth potential, low costs relative to its peers, as well
as a strong balance sheet with a low cost of debt.

We also maintain our conviction as to the merits of the Company's
income-focused investment strategy with an emphasis on regional,
below-institutional sized assets that are well-positioned to deliver rental
growth. These types of assets provide a clear yield advantage over larger
properties with similar tenant profiles and allow us to generate higher income
returns and capital growth for CREI shareholders. In addition, the Company
remains committed to fully covered dividends which the CREI Board will seek to
increase on a sustainable basis going forward."

 

 

Enquiries

 Custodian Property Income REIT plc                     via Deutsche Numis

 David MacLellan (Chairman)

 Custodian Capital Limited                              via Deutsche Numis

 Richard Shepherd-Cross / Ed Moore / Ian Mattioli MBE

 Deutsche Numis                                         +44 20 7260 1000‎

 (Financial Adviser and Corporate Broker to CREI)

 Nathan Brown

 Stuart Ord

 Alexander Kladov

 George Shiel

 FTI Consulting                                         +44 20 3727 1000

 (Financial PR Adviser to CREI)

 Richard Sunderland

 Andrew Davis

 Oliver Parsons

 

Important Notices

 

Numis Securities Limited (which is trading for these purposes as Deutsche
Numis) ("Deutsche Numis"), which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for CREI and
for no one else in connection with the Recommended Merger and/or any other
matter referred to in this announcement and will neither regard any other
person as its client nor be responsible to anyone other than CREI for
providing the protections afforded to its clients or for providing advice in
connection with the Recommended Merger, the contents of this announcement, or
any other matters referred to in this announcement. Neither Deutsche Numis nor
any of its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Deutsche Numis in connection with this announcement, any statement or other
matter or arrangement referred to herein or otherwise.

 

Further information

 

This announcement is not intended to and does not constitute an offer to sell
or the solicitation of an offer to subscribe for or buy or an invitation to
purchase or subscribe for any securities or the solicitation

of any vote in any jurisdiction.

 

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.

 

The release, publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves about, and
observe such restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such jurisdiction.

 

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 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.

 

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 operations.

 

Although CREI believes that the expectations reflected in such forward-looking
statements are reasonable, CREI does not give any 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: 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; weak, volatile or illiquid capital and/or credit markets;
changes in the degree of competition in the geographic and business areas in
which CREI operates; 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 any of its 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 its legal or regulatory obligations, CREI is not under
any obligation, and expressly disclaims any intention or obligation, to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

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