REG - Custodian Property abrdn Property Inc. - Results of Adjourned General Meeting

Custodian Property Income ReitAnnouncement

19/03/2024 14:45

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RNS Number : 4693H  Custodian Property Income Reit PLC  19 March 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.

 

19 March 2024

 

Custodian Property Income REIT plc

 

("CREI" or "the Company")

 

Results of Adjourned General Meeting

in connection with recommended all-share merger with abrdn Property Income
Trust Limited ("API") (the "Recommended Merger")

 

 

Custodian Property Income REIT plc (LSE: CREI), which seeks to deliver an
enhanced income return by investing in a diversified portfolio of smaller,
regional properties with strong income characteristics across the UK, is
pleased to announce that, following the adjourned CREI General Meeting held
earlier today in connection with the Recommended Merger, the CREI Resolution
was passed on a poll.

 

The text of the resolution can be found in the Notice of adjourned General
Meeting dated 8 March 2024, which can be found on the Company's website
(custodianreit.com).

 

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

 

"The Board is pleased with the outcome of the vote, which demonstrated a very
strong support from the CREI shareholders and further derisks the execution of
the Recommended Merger. The Board encourages the API shareholders to vote in
favour of the Scheme at the API Court Meeting and API General Meeting, on 27
March 2024."

 

A summary of the results of the poll are set out below:

 

   Resolution                                                                       Votes for    % of votes cast  Votes against  % of votes cast  Total votes cast  Votes cast as a % of ISC*  Votes withheld**
 ORDINARY RESOLUTION
   That the directors are authorised to allot shares in the company or grant        146,653,139  97.9%            3,147,049      2.1%             149,800,188       34.0%                      994,002
   rights to

   subscribe for or convert any security into shares in the Company in connection
   with the Recommended Merger

 

*Turnout, based on total issued share capital (the "ISC") as at 19 March 2024.

**The percentage of votes cast for and against excludes withheld votes.

 

The Recommended Merger is subject to approval by the API Shareholders at the
API Court Meeting and the API General Meeting and the satisfaction of certain
other conditions as described in the Scheme Document.

 

In accordance with LR 9.6.2 and LR 9.6.3, a copy of the resolution will be
submitted to the National Storage Mechanism website and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism shortly.

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the combined circular and prospectus published by the Company
on 1 February 2024, which can be found on the Company's website
(https://custodianreit.com).

 

- Ends -

 

Enquiries:

 

 Custodian Property Income REIT plc
 David MacLellan (Chair)             via Deutsche Numis

 

 Deutsche Numis

(Financial Adviser and Corporate Broker to CREI)
 Nathan Brown                                       Tel: +44 (0)20 7260 1000

 Stuart Ord

 Alexander Kladov

 George Shiel

 

 FTI Consulting

(Financial PR Adviser to CREI)
 Richard Sunderland               Tel: +44 (0)20 3727 1000

Andrew Davis

Oliver Parsons

 

Notes to Editors

 

Custodian Property Income REIT plc is a UK real estate investment trust, which
listed on the main market of the London Stock Exchange on 26 March 2014. Its
portfolio comprises properties predominantly let to institutional grade
tenants on long leases throughout the UK and is principally characterised by
smaller, regional, core/core-plus properties.

 

The Company offers investors the opportunity to access a diversified portfolio
of UK commercial real estate through a closed-ended fund.  By principally
targeting smaller, regional, core/core-plus properties, the Company seeks to
provide investors with an attractive level of income with the potential for
capital growth.

 

Custodian Capital Limited is the discretionary investment manager of the
Company.

 

For more information visit custodianreit.com (http://www.custodianreit.com)
and custodiancapital.com (http://www.custodiancapital.com) .

 

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

 

This announcement, oral statements made regarding the Recommended 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 Recommended Merger on CREI
and API, the expected timing and scope of the Recommended 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 Recommended 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 Recommended 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 Recommended 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 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) of
the Code applies must be made by no later than 3.30 p.m. (London time) on the
10th business day (as defined in the Code) following the commencement of the
offer period and, if appropriate, by no later than 3.30 p.m. (London time) on
the 10th business day (as defined in the Code) 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
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 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be
made by no later than 3.30 p.m. (London time) on the business day (as defined
in the Code) 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 of the Code.

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 of the Code).

 

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.

 

Publication on 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
https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/
by no later than 12 noon (London time) on the first Business Day following the
date of this announcement.

 

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