REG - Custodian Property - Publication of Combined Circular and Prospectus

Custodian Property Income ReitAnnouncement

01/02/2024 09:00

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RNS Number : 6810B  Custodian Property Income Reit PLC  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

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the UK Financial Conduct Authority ("FCA") and does not
constitute a prospectus or prospectus equivalent document. Investors should
not make any investment decision in relation to the New CREI Shares except on
the basis of the Scheme Document and the Combined Circular and Prospectus.

 

1 February 2024

Custodian Property Income REIT PLC

(the "Company" or "CREI")

 

Publication of Combined Circular and Prospectus and Notice of General Meeting

 

Further to the announcement on 19 January 2024, regarding the
proposed recommended all-share merger of abrdn Property Income Trust Limited
("API") with CREI (the "Rule 2.7 Announcement"), CREI is pleased to announce
that it will today publish its Combined Circular and Prospectus. The Combined
Circular and Prospectus will be available, subject to certain access
restrictions, on the Company's website
(https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/
(https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/)
), at the Company's registered office at 1 New Walk Place, Leicester, LE1 6RU,
and at the National Storage Mechanism
via https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

The Combined Circular and Prospectus incorporates the Notice of General
Meeting to be held at the offices of Deutsche Numis, 45 Gresham Street,
London EC2V 7BF at 9.30 a.m. on 27 February 2024 and is expected to be posted
to CREI Shareholders shortly.

As separately announced by API, API will today publish 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.

CREI notes that copies of the Combined Circular and Prospectus and the Scheme
Document are expected to be made available to API Scheme Shareholders.

 

The expected timetable of principal events is as follows:

 

 Publication of the Combined Circular and Prospectus and Scheme Document   1 February 2024

 Latest time and date for receipt of forms of proxy for the CREI General   9.30 a.m. on 23 February 2024
 Meeting

 CREI General Meeting                                                      9.30 a.m. on 27 February 2024
 API Court Meeting                                                         10.00 a.m. on 28 February 2024
 API General Meeting                                                       10.15 a.m. on 28 February 2024

 

FOR FURTHER INFORMATION, PLEASE CONTACT:

 

 Custodian Property Income REIT plc (CREI)                                 Via Deutsche Numis

 David MacLellan (Chair)

 Custodian Capital Limited                                                 Tel: +44 (0)116 240 8740
 Richard Shepherd-Cross / Ed Moore / Ian Mattioli MBE                      www.custodiancapital.com (http://www.custodiancapital.com)

 Deutsche Numis (Financial Adviser, Sponsor and Corporate Broker to CREI)  +44 20 7260 1000

 Nathan Brown

 Stuart Ord

 Alexander Kladov

 George Shiel

 FTI Consulting (Financial PR Adviser to CREI)

 Richard Sunderland                                                        +44 20 3727 1000

 Andrew Davis

 Oliver Parsons

 

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

 

The Combined Circular and Prospectus (and Scheme Document) will shortly be
made available on the Company's website
https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/
(https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/)
.  Copies of the Combined Circular and Prospectus will be available from the
registered office of CREI at 1 New Walk Place, Leicester, LE1 6RU from the
date of its publication until Admission free of charge. A copy of the Combined
Circular and Prospectus has also been submitted
to https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Capitalised terms used in this announcement have the meanings given to them in
the Combined Circular and Prospectus.

 

The Company's LEI is: 2138001BOD1J5XK1CX76.

 

Important 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.

 

Numis Securities Limited (which is trading for these purposes as Deutsche
Numis), which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively for CREI and for no one else in connection with the
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 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.

 

CREI has prepared the Combined Circular and Prospectus to be distributed to
CREI Shareholders and which will be available on CREI's website at
https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/
(https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/)
and on API's website at https://www.abrdnpit.co.uk/en-gb/merger
(https://www.abrdnpit.co.uk/en-gb/merger) .  CREI urges CREI Shareholders to
read the Combined Circular and Prospectus when it becomes available as it
contains important information relating to the Proposals. Any approval,
decision or other response to the Proposals should be made only on the basis
of the information in the Combined Circular and Prospectus. CREI Shareholders
are also strongly advised to read the Scheme Document which will shortly be
available on API's website at https://www.abrdnpit.co.uk/en-gb/merger
(https://www.abrdnpit.co.uk/en-gb/merger) .

 

API has prepared the Scheme Document to be distributed to API Shareholders.
API and CREI urge API Shareholders to read the Scheme Document carefully as it
contains important information relating to the Merger. API Shareholders are
also advised to read the Combined Circular and Prospectus, which will be
available on CREI'S website at CREI's website
at https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/
(https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/)
, as it will contain important information relating to the New CREI Shares.
Any vote, decision in respect of or other response to the Merger (or the
Scheme, if applicable) should only be made on the basis of the information
contained in the Scheme Document and Combined Circular and  Prospectus each
API Shareholder is urged to consult its independent professional advisers
immediately regarding the tax consequences of the Merger applicable to them.

 

This announcement does not constitute a prospectus or prospectus equivalent
document. The New CREI Shares to be issued pursuant to the Merger are not
being offered to the public by means of this announcement. The Merger will be
subject to the applicable requirements of the Takeover Code, the Panel,
the London Stock Exchange and the FCA.

Overseas Shareholders

This announcement has been prepared in accordance with, and for the purpose of
complying with, the laws of England and Wales, Guernsey law, the Takeover
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 England.

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

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.

The Merger will be subject to the applicable requirements of the Takeover
Code, the Panel, the Listing Rules and the London Stock Exchange.

 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 10th 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.

Requesting hard copy documents

In accordance with Rule 30.3 of the Code, a person so entitled may request a
copy of the Combined Circular and Prospectus (and any information incorporated
into it by reference to another source) in hard copy form free of charge. For
persons who have received a copy of the Combined Circular and Prospectus in
electronic form or via a website notification, a hard copy of the Combined
Circular and Prospectus will not be sent to you unless you have previously
notified the Registrar that you would like to receive all documents in hard
copy form or unless requested in accordance with the procedure set out below.

If you would like to request a hard copy of the Combined Circular and
Prospectus please contact CREI's Registrar, Link Group, at Unit 10, Central
Square, 29 Wellington Street, Leeds LS1 4DL or on +44 0371 664 0300. Calls are
charged at the standard geographic rate and will vary by provider. Calls
outside the UK will be charged at the applicable international rate. The
Registrar is open  between 9.00 a.m. - 5.30 p.m., Monday to Friday (excluding
public holidays in the UK). Alternatively, you can email your request to
shareholderenquiries@linkgroup.co.uk.

Publication on websites

A copy of this document (together with any document incorporated by reference)
and the documents required to be published pursuant to Rule 26 of the Takeover
Code will be made available, free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on API's website
at https://www.abrdnpit.co.uk/en-gb/merger
(https://www.abrdnpit.co.uk/en-gb/merger)  and on CREI's website
at https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/
(https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/)
by no later than 12 pm (London time) on the date following the publication
of this document.

Save as expressly referred to in this document, neither the contents of these
websites nor the content of any other website accessible from hyperlinks on
such websites is incorporated into, or forms part of, this document.

- Ends -

 

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