REG-Custodian Property Income REIT plc Custodian Property Income REIT plc: Strategic Acquisition of £36m Family Property Portfolio

Custodian Property Income ReitAnnouncement

16/02/2026 07:02

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   Custodian Property Income REIT plc (CREI)
   Custodian Property Income REIT plc: Strategic Acquisition of £36m Family
   Property Portfolio

   16-Feb-2026 / 07:00 GMT/BST

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                                                             16 February 2026

                                        

                       Custodian Property Income REIT plc

                                        

          (“Custodian Property Income REIT”, “CREIT” or “the Company”)

                                        

            Strategic Acquisition of £36m Family Property Portfolio

    

     • Represents the Company’s second acquisition of a highly complementary,
       diversified, family-owned portfolio, following the Merlin  transaction
       in May 2025
     • Delivers day one earnings  enhancement, improving dividend cover,  and
       offers the potential  for value creation  through asset and  portfolio
       management opportunities
     • Further demonstration of  the Company’s ability  to marry  effectively
       its investment strategy  and listed REIT  structure to facilitate  the
       corporate   acquisition   of    family   property   companies    using
       majority-share consideration:

     • Tax efficient solution for the sellers
     • Share register augmented  by the sellers’  desire to retain  ownership
       interests in the Company
     • Reduces  the   Company’s   ongoing   charges   ratio   and   maintains
       loan-to-value around 25% target
     • Family office  portfolios  typically  comprise  diversified,  regional
       properties with  lot sizes  below  £10m that  align to  the  Company’s
       investment strategy.

    

   Custodian Property  Income REIT  (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 the purchase of a £35.9m portfolio via the acquisition
   of Grove Court  Properties (Holdings) Limited,  a family property  company
   (“the Transaction”).

    

   The Transaction provides the Company with a highly complementary portfolio
   of mixed-use investment properties  with c.97% occupancy (the  “Investment
   Portfolio”) and demonstrates Custodian  Property Income REIT’s ability  to
   build scale by  marrying effectively  its investment  strategy and  listed
   REIT structure to provide  an effective tax  efficient solution to  family
   property companies.

    

   With an average lot-size of £5.3m, the seven assets within the  Investment
   Portfolio are  located in  close  proximity to  the  M25 motorway  on  the
   eastern outskirts of  Greater London (Beaconsfield  and Gerrards  Cross). 
   The Investment Portfolio  generates an  annual aggregate  passing rent  of
   £2.7m, adding  c. 6% to  the Company’s  annual rent  roll, and  has a  net
   initial yield of c.6.8%,  with the largest tenant  by income becoming  the
   Company’s eleventh biggest contributor of annualised rent. 

   The Investment Portfolio comprises:

                                                     

   Sector             Annual passing rent (£000)    %
   Other                                             
     • Motor trade                           690  26%
     • Residential                           467  17%
     • Leisure                               129   5%
                                           1,286  48%
   Office                                    897  34%
   High street retail                        493  18%
                                           2,677 100%

    

   The Investment Portfolio’s top five tenants comprise:

                                           Annual passing rent % of portfolio
                                                        (£000)         income
   Vertu  Motors  (t/a  Mercedes  Benz  of                 690            26%
   Beaconsfield)
   BP Collins LLP                                          364            14%
   Rouse Partners LLP                                      275            10%
   M&S Simply Food                                         111             4%
   Anytime Fitness                                          85             3%
                                                         1,525            57%

    

   During its due diligence ahead of the acquisition, the Investment  Manager
   identified a  number of  opportunities  to drive  further value  from  the
   Investment Portfolio  by  utilising  its asset  and  portfolio  management
   expertise to increase rental income from lease events.

    

   Transaction structure and consideration

    

   On 13 February 2026 the Company  acquired the entire issued share  capital
   of Grove Court Properties (Holdings) Limited (“GCP”) satisfied through:

    

     • The issuance of 24.1m  shares in the  Company on completion  (“Initial
       Consideration”), calculated on an adjusted net asset value (“NAV”) for
       NAV basis);
     • The issuance of  a further  estimated 0.8m shares  on finalisation  of
       completion accounts, expected during the next three to six months (the
       “Deferred Consideration”);
     • A cash ‘overage’ payment based on the outcome of a pending rent review
       and a pending lease renewal, expected to be c. £0.3m, during the  next
       three to six months; and
     • Cash consideration of £9.0m on completion.

    

   Aggregate  Initial  Consideration  and  expected  Deferred   Consideration
   represents approximately  5.4%  of  the  Company’s  current  issued  share
   capital (excluding treasury shares).

    

   Commenting on the Transaction,  Richard Shepherd-Cross, Managing  Director
   of  Custodian  Capital   Limited  “Custodian   Capital”),  the   Company’s
   Investment Manager,  said:  “We  have  been  clear  that  we  have  strong
   ambitions to  continue scaling  the business  through selective  portfolio
   acquisitions.  Last year’s Merlin transaction provided a strong  blueprint
   of how we can utilise the combination of our listed status and smaller-lot
   size investment strategy to provide  a solution to family offices  seeking
   to exit or simplify the  ownership structure of their property  holdings. 
   This solution led to the initial  discussions for the Transaction as  well
   as those relating to the healthy pipeline of similar opportunities we  are
   progressing.  This is  particularly important  as we seek  to continue  to
   grow the  Company against  a challenging  capital markets  backdrop.   The
   acquisition we  are announcing  today gives  us another  high quality  and
   complementary portfolio  which enhances  earnings per  share and  improves
   dividend  cover  without   impacting  net  gearing.    It  is  a   further
   demonstration our  commitment  to  generating shareholder  value  and  the
   benefits of disciplined consolidation.

    

   “We believe many other family  property companies face similar  succession
   and tax  issues  in  the UK.   The  listed  REIT structure  offers  a  tax
   efficient solution for  the sellers, extinguishing  the latent  chargeable
   gains and potentially  deferring the crystallisation  of a latent  capital
   gain, whilst obtaining a more liquid and easily tradeable investment.”

    

   David MacLellan, Chairman of Custodian  Property Income REIT, added:  "The
   addition of this portfolio will enhance tenant diversification and provide
   further defensive income  to drive  earnings, while  reducing our  ongoing
   charges ratio  and maintaining  the balance  sheet strength.   In a  short
   space of time,  this innovative strategy  of using our  shares to  acquire
   family held property holdings has proved to be an effective way to achieve
   scale.  We will continue  to pursue further  opportunities in this  space,
   enabling family-owned  businesses  to  benefit  from  our  income  focused
   strategy alongside existing shareholders.

    

   “The ability of the Company to use its shares as consideration, issued  at
   adjusted NAV, is an  endorsement of the  Company’s long-term strategy  and
   the appeal  of  the income  it  is able  to  generate from  a  diversified
   portfolio of commercial property.”

    

   Dan Pilling, outgoing Director of GCP, commented: “While the GCP portfolio
   has been curated  and maintained under  family ownership for  the last  40
   years, it has become increasingly difficult to manage this investment both
   in today’s environment and as we start to  plan to pass it on to the  next
   generation.  This  transaction with  Custodian  Property Income  REIT  has
   provided us  with  a  tax  efficient  solution  and  simplified  ownership
   structure that ensure our family can continue to benefit from our property
   investments but within a larger, more diversified portfolio and through  a
   professionally managed fund with a strong track record of income returns. 
   We have built an  excellent working relationship  with the Custodian  team
   and we look forward to continuing this in the future.”

    

   Gearing

    

   On acquisition GCP had  net gearing 1  1  of c.25%,  in line with 26%  for
   Custodian Property  Income  REIT as  at  31 December  2025,  resulting  in
   combined net gearing of 26%.

    

   Directors and employees

    

   On completion of the Transaction, the GCP Board resigned as directors with
   immediate effect.  GCP’s Property Manager, Assistant Property Manager  and
   Maintenance Manager have been retained  and transferred to the  Investment
   Manager’s team,  allowing the  Company  to benefit  from their  wealth  of
   expertise and  knowledge of  the  Investment Portfolio,  whilst  providing
   further experience and strength in depth for Custodian Capital.

   Rationale

    

   The Custodian Property Income  REIT Board believes  there is a  compelling
   strategic rationale for the Transaction:

    

     • Helps the Company progress its growth ambitions with the addition of a
       portfolio which is  complementary, based on  its equivalent lot  size,
       diversified property  strategy  and current  sector  and  geographical
       weightings;
     • The Transaction  adds  further  income  and  is  expected  to  enhance
       earnings per share and dividend cover, increase tenant diversification
       and reduce the Company’s ongoing charges ratio.
     • Opportunity for further value  creation from the Investment  Portfolio
       through asset  and portfolio  management by  utilising the  Investment
       Manager’s experience.
     • As the Transaction is structured  as a corporate acquisition, no  SDLT
       was payable on acquiring the Investment Portfolio, leading to  savings
       of approximately £0.2m (net  of stamp duty payable  by the Company  on
       the acquisition of the GCP shares) compared to an equivalent  property
       acquisition.

    

   Issue of equity

    

   An application  has  been  made  for 24,116,729  New  Ordinary  Shares  in
   relation to  the  Initial Consideration  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  ("Admission").   It  is
   expected that  Admission will  become effective  and dealings  in the  New
   Ordinary Shares  will  commence at  8am  on  18 February  2026.   The  New
   Ordinary Shares will rank pari passu  with the ordinary shares already  in
   issue.

    

   Following  Admission,  the  Company's  issued  share  capital   (excluding
   treasury shares) will consist of 483,374,139 ordinary shares.   Therefore,
   the total number of voting rights  of the Company is 483,374,139 and  this
   figure may be used by shareholders as the denominator for the calculations
   by which they will determine if they are required to notify their interest
   in, or of  a change  to their  interest in,  the Company  under the  FCA's
   Disclosure and Transparency Rules.

    

                                    - Ends -

    

   Further information:

    

   Further information regarding the  Company can be  found at the  Company's
   website  2 custodianreit.com or please contact:

    

   Custodian Capital Limited                                             
   Richard Shepherd-Cross – Managing Director

   Ed Moore – Finance Director                   Tel: +44 (0)116 240 8740

   Ian Mattioli MBE DL – Chairman
                                               3 www.custodiancapital.com

    

   Deutsche Bank AG, London Branch                         
   Hugh Jonathan / George Shiel    Tel: +44 (0)20 7260 1000
                                      www.DBnumis.com/funds

    

   FTI Consulting                                                            
   Richard Sunderland / Ellie Sweeney /              Tel: +44 (0)20 3727 1000
   Andrew Davis / Oliver Parsons
                                            4 custodianreit@fticonsulting.com

    

   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  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       5 custodianreit.com      and
    6 custodiancapital.com.

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    7  1  Shareholder loans outstanding immediately prior to acquisition,
   less cash (excluding rent deposits) divided by property portfolio
   acquisition price, including expected overage.

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   Dissemination of a Regulatory Announcement that contains inside
   information in accordance with the Market Abuse Regulation (MAR),
   transmitted by  8 EQS Group.
   The issuer is solely responsible for the content of this announcement.

   View original content:  9 EQS News

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   ISIN:          GB00BJFLFT45
   Category Code: ACQ
   TIDM:          CREI
   LEI Code:      2138001BOD1J5XK1CX76
   Sequence No.:  418151
   EQS News ID:   2276594


    
   End of Announcement EQS News Service

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