abrdn Property Inc. Urban Logistics REIT - Statement regarding proposal

Urban Logistics Reit

20/02/2024 17:14

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RNS Number : 8226D  abrdn Property Income Trust Ltd  20 February 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

 

THIS IS AN ANNOUNCEMENT 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

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

20 February 2024

 

abrdn Property Income Trust Limited

 

Statement regarding proposal from Urban Logistics REIT plc

 

The Board of abrdn Property Income Trust Limited (“API”) notes the
announcement by Urban Logistics REIT plc (“Urban Logistics”) and confirms
that on 16 February 2024 it received an indicative proposal from Urban
Logistics regarding a possible all-share offer for API on the terms set out in
the Urban Logistics announcement (the “Proposal”).

 

The Proposal follows a period of preliminary due diligence by Urban Logistics
pursuant to Rule 21.3 of the Code, following the announcement of the
recommended all-share merger of API and Custodian Property Income REIT plc on
19 January 2024.

 

In accordance with Section 4(c) of Appendix 7 of the Code, the Panel on
Takeovers and Mergers will announce the deadline by which Urban Logistics must
clarify its intentions in relation to API. There can be no certainty that a
firm offer by Urban Logistics will be made.

 

A further announcement will be made by the Board of API in due course. In the
meantime, API shareholders are advised to take no action in relation to the
possible offer from Urban Logistics.

 

This announcement has been made without the consent of Urban Logistics.

 

Enquiries:

 Lazard (Financial Adviser to API)

 Patrick Long                           +44 20 7187 2000

 Jolyon Coates
 Winterflood (Corporate Broker to API)

 Neil Langford                          +44 20 3100 0160

 

Important notices

 

This is an announcement under Rule 2.4 of the UK Takeover Code (the "Code")
and does not constitute an announcement of a firm intention to make an offer
under Rule 2.7 of the Code. This announcement is not intended to, and does
not, constitute or form part of any offer, invitation or solicitation of any
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. There can be no
certainty that an offer will be made nor as to the terms on which any offer
might be made.

 

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.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively as
financial adviser to API and no one else in connection with the matters set
out in this Announcement and will not be responsible to anyone other than API
for providing the protections afforded to clients of Lazard nor for providing
advice in relation to the matters set out in this Announcement. Neither Lazard
nor any of its 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 Lazard
in connection with this Announcement, any statement contained herein or
otherwise.

Winterflood Securities Limited ("Winterflood"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for API and no-one else in connection with the matters set out in
this Announcement and will not be responsible to anyone other than API for
providing the protections afforded to customers of Winterflood or for
providing advice in relation to the matters set out in this Announcement.
Neither Winterflood nor any of its 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 Winterflood in connection with this Announcement, any statement
contained herein or otherwise.

Publication on a website

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on and API's website at
www.abrdnpit.co.uk (http://www.abrdnpit.co.uk) by no later than 12 noon
(London time) on the first business day following the date of this
Announcement.

For the avoidance of doubt, neither the contents of these websites nor the
contents of any websites accessible from any hyperlinks is incorporated into
or forms part of this Announcement.

Rule 2.9 of the Takeover Code

For the purposes of Rule 2.9 of the Takeover Code, API confirms that, as at
the close of business on 19 February 2024 (being the last business day before
the date of this Announcement), it had in issue 381,218,977 ordinary shares of
one penny each (excluding any shares held as treasury shares) which carry
voting rights of one vote per share and are admitted to trading on the London
Stock Exchange with ISIN GB0033875286.

 

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 p.m. (London time) on the 10(th)
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (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(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 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 (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
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.

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