REG - Schroder Real Estate LondonMetric Picton Property Inc. - Response to Announcement by Picton

Schroder Real Estate Investment TrustAnnouncement

24/03/2026 11:00

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RNS Number : 9066X  Schroder Real Estate Inv Trst Ld  24 March 2026

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 IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.
THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE
TERMS OF ANY SUCH OFFER.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION IN RELATION TO LONDONMETRIC
PROPERTY PLC AND SCHRODER REAL ESTATE INVESTMENT TRUST LIMITED.

 

FOR IMMEDIATE RELEASE

 

24 March 2026

 

 

Response to Announcement by Picton Property Income Limited ("Picton")

 

In response to the announcement by Picton on 24 March 2026, LondonMetric
Property Plc ("LondonMetric") and Schroder Real Estate Investment Trust
Limited ("SREIT") (together, the "Consortium") confirm that they are
considering a possible offer for Picton.

 

The Consortium confirms that discussions with Picton are at an early stage and
that on 4 March 2026, it submitted an indicative, non-binding proposal to the
Board of Picton. Should a firm offer be made, it is currently envisaged that
the transaction would be structured as an all-share offer, under which
shareholders of Picton would receive both new LondonMetric shares and new
SREIT shares in proportions to be determined by the Consortium to reflect the
respective interests of each of LondonMetric and SREIT in the underlying
assets of Picton.

 

The Consortium believes the possible all-share offer would provide Picton's
shareholders with an opportunity to realise an accelerated return on their
investment in Picton whilst rolling their holdings into two market leading UK
listed REITs of scale.

 

In accordance with Rule 2.5(a) of the Code, the Consortium reserves the right
to introduce other forms of consideration and/or to vary the composition of
the consideration as described in this announcement.

 

There can be no certainty that any firm offer for Picton will be made by the
Consortium, nor as to the terms on which any such offer might be made. A
further announcement will be made as and when appropriate.

 

As previously announced by Picton, the Panel on Takeovers and Mergers (the
"Panel") has granted a dispensation from the requirements of Rule 2.6(a) of
the Code in relation to Picton's formal sale process, such that potential
offerors participating in that process are not subject to the 28 day deadline
referred to in Rule 2.6(a) of the Code, for so long as they are participating
in that process. Accordingly, so long as LondonMetric and SREIT continue to
participate in the formal sale process, the Consortium will not be subject to
the 28 day deadline referred to in Rule 2.6(a) of the Code.

 

As a consequence of this announcement/the announcement by Picton, SREIT has
been identified as a securities exchange offeror for the purposes of the Code.
The attention of SREIT shareholders is drawn to the disclosure requirements of
Rule 8 of the Code which are summarised below. The deadline for opening
position disclosures for SREIT shareholders will be 3.30pm on 9 April 2026.

 

 

Enquiries:

 

 LondonMetric                                                                  +44 (0)20 7484 9000
 Andrew Jones
 Martin McGann
 Gareth Price

 Jefferies International Limited (Joint Financial Adviser to LondonMetric)     +44 (0)20 7029 8000
 Ed Matthews
 Thomas Bective
 Jee Lee

 Peel Hunt LLP (Joint Financial Adviser and Corporate Broker to LondonMetric)  +44 (0)20 7418 8900
 Capel Irwin
 Michael Nicholson
 Henry Nicholls

 FTI Consulting (PR Adviser to LondonMetric)                                   +44 (0)20  3727 1000
 Dido Laurimore
 Andrew Davis

 SREIT                                                                         +44 (0)20 7658 6000
 Nick Montgomery
 Bradley Biggins
 Katherine Fyfe

 J.P. Morgan Cazenove (Financial Adviser to SREIT)                             +44 (0)20 3493 8000
 Jonty Edwards
 William Simmonds
 Paul Pulze

 FTI Consulting (PR Adviser to SREIT)                                          +44 (0)20  3727 1000
 Richard Gotla
 Oliver Parsons

Important Notices

Jefferies International Limited ("Jefferies"), which are authorised and
regulated by the Financial Conduct Authority in the United Kingdom, are acting
for LondonMetric and no one else in connection with the matters set out in
this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than LondonMetric for providing the protections afforded to
clients of Jefferies nor for providing advice in relation to any matter
referred to in this announcement. Neither Jefferies nor any of its affiliates
(nor their respective directors, officers, employees or agents) 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 Jefferies in connection with this announcement,
any statement contained herein or otherwise.

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the
Financial Conduct Authority in the UK, is acting exclusively for LondonMetric
and no one else in connection with the matters described in this announcement
and will not be responsible to anyone other than LondonMetric for providing
the protections afforded to clients of Peel Hunt nor for providing advice in
connection with the matters referred to herein. Neither Peel Hunt nor any of
its subsidiaries, branches or 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 Peel
Hunt in connection with this announcement, any statement contained herein or
otherwise.

 

J.P. Morgan Securities plc, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United
Kingdom by the Prudential Regulation Authority and regulated by the Prudential
Regulation Authority and the Financial Conduct Authority. J.P. Morgan Cazenove
is acting as financial adviser exclusively for SREIT and no one else in
connection with the matters set out in this announcement and will not regard
any other person as its client in relation to the matters in this announcement
and will not be responsible to anyone other than SREIT for providing the
protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor
for providing advice in relation to any matter referred to herein.

 

This announcement is not intended to, and does not, constitute or form part of
any 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, whether pursuant to
this announcement or otherwise. Any offer, if made, will be made solely by
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be accepted.

 

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

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018) relating to
LondonMetric and SREIT. Upon publication of this announcement, this inside
information will be considered to be in the public domain.

 

The person responsible for arranging the release of this announcement on
behalf of LondonMetric is Gareth Price, Investor Relations.

 

The person responsible for arranging the release of this announcement on
behalf of SREIT is Katherine Fyfe, Company Secretary.

 

 

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) applies must be made by no
later than 3.30 pm (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later than 3.30 pm
(London time) on the 10(th) 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 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, 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 pm (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 Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://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
Takeover 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.

 

Rule 2.4 information

 

In accordance with Rule 2.4(c)(iii) of the Code, the Consortium confirms that
it is not aware of any dealings in Picton shares that would require a minimum
level, or particular form, of consideration that it would be obliged to offer
under Rule 6 or Rule 11 of the Code (as appropriate) if it were to make an
offer. However, prior to this announcement it has not been practicable for the
Consortium to make enquiries of all persons acting in concert with it to
determine whether any dealings in Picton shares by such persons give rise to a
requirement under Rule 6 or Rule 11 of the Code for the Consortium, if it were
to make an offer, to offer any minimum level, or particular form, of
consideration. Any such details shall be announced as soon as practicable and
in any event by no later than the deadline for SREIT's Opening Position
Disclosure.

 

In accordance with Rule 2.4(c)(iv) of the Code, the Consortium confirms that
neither it nor any person acting in concert with it has any dealing
arrangement of the kind referred to in Note 11 on the definition of "acting in
concert" in the Code in relation to Picton shares or in relation to securities
of LondonMetric or SREIT.

 

Rule 2.9

 

LondonMetric published its Rule 2.9 announcement on 12 February 2026 following
the announcement by Picton which identified LondonMetric as a potential
offeror. In that announcement, LondonMetric confirmed that it had in issue
2,344,406,347 ordinary shares of 10 pence each with one voting right per
share. LondonMetric does not hold any ordinary shares in treasury. The total
number of voting rights is therefore 2,344,406,347. The LondonMetric ordinary
shares are admitted to trading on the London Stock Exchange. Its International
Securities Identification Number (the "ISIN") code is GB00B4WFW713 and its
Legal Entity Identifier (the "LEI") is 213800OCERWWPQDURL87 .

 

In accordance with Rule 2.9 of the Code, SREIT confirms that, as at the date
of this announcement, it had in issue 565,664,749 ordinary shares of no par
value with one voting right per share. SREIT holds 76,554,173 ordinary shares
in treasury. The total number of voting rights is therefore 489,110,576. The
SREIT ordinary shares are admitted to trading on the London Stock Exchange.
Its ISIN code is GB00B01HM147 and its LEI is 549300ZIJJTMTIIQJP67.

 

 

Rule 26.1 Disclosure

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at
https://www.londonmetric.com/news-and-media/press-release
(https://www.londonmetric.com/news-and-media/press-release) and
https://www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/schroder-real-estate-investment-trust/corporate-governance/
(https://www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/schroder-real-estate-investment-trust/corporate-governance/)
by no later than 12 noon (London time) on the business day following the date
of this announcement. The content of the websites referred to in this
announcement is not incorporated into, and does not form part of, this
announcement.

 

This announcement has been prepared in accordance with English law and
information disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside England.

 

 

No profit forecasts and estimates

 

No statement in this announcement is intended to constitute a profit forecast
or profit estimate and no statement in this announcement should be interpreted
to mean that the earnings or earnings per share or dividend per share for
LondonMetric, SREIT or Picton, as appropriate, for the current or future
financial periods would necessarily match or exceed the historical published
earnings or earnings per share or dividend per share for LondonMetric, SREIT
or Picton, as appropriate.

 

 

Additional Information

 

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any 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 this announcement or otherwise. Any offer, if made,
will be made solely by certain offer documentation which will contain the full
terms and conditions of any offer, including details of how it may be
accepted. The distribution of this announcement in jurisdictions other than
the United Kingdom and the availability of any offer to shareholders of Picton
who are not resident in the United Kingdom may be affected by the laws of
other relevant jurisdictions. Therefore, any persons who are subject to the
laws of any jurisdiction other than the United Kingdom or shareholders of
Picton who are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable requirements.

 

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