REG - abrdn Property Inc. abrdn Property Inc. Custodian Property Urban Logistics REIT - Update on recommended all-share merger

Urban Logistics ReitAnnouncement

21/03/2024 07:00

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RNS Number : 7112H  abrdn Property Income Trust Ltd  21 March 2024

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OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

21 March 2024

abrdn Property Income Trust Limited ("API")

API Board reiterates its unanimous recommendation of the CREI Merger

The API Board reaffirms its belief that the all-share merger with Custodian
Property Income REIT plc ("CREI") represents the best outcome for API
Shareholders and reiterates its unanimous recommendation that API Shareholders
vote in favour of the CREI Merger, either by proxy by 10 a.m. on Monday 25
March 2024 or in person at the shareholder meetings on Wednesday 27 March
2024.

CREI Shareholders have approved the CREI Merger with a majority of
approximately 98% of shares voted, and Urban Logistics REIT plc has confirmed
that it will not make a firm offer or alternative proposal for API.

The choice now for API Shareholders is whether to approve the CREI Merger
which delivers a premium to the undisturbed share price, an immediate 7.3%
uplift in annualised dividends that are fully covered, superior growth
prospects and greater scale and liquidity.

The API Board confirms the following:

·      Uncertain net disposal values on a Managed-Wind Down: The API
Board expects that the net disposal values that would be realised in a Managed
Wind-Down would be lower than those achievable on carefully selected
individual assets marketed by API in the ordinary course of business - such as
API's current programme of disposals to reduce floating rate debt. The API
Board's expectations have the benefit of input from API's investment manager
and API's independent advisers.

·      No valid like-for-like comparison can be made: An estimate of the
nominal value of gross disposal proceeds that could be realised through a
Managed Wind-Down over time cannot validly be compared on a like-for-like
basis with the offer price implied by the CREI Merger today. The API Board has
taken carefully into account (1) the material risks, reduced income,
frictional costs, diminishing scale and uncertain time period associated with
a Managed Wind-Down, and (2) the uplift in dividend income and enhanced growth
potential and liquidity associated with the CREI Merger.

·      Growth prospects of CREI Merger: Under the CREI Merger, API
Shareholders would have continued exposure to the enlarged portfolio and its
growth prospects with enhanced dividend income that is fully covered and the
potential for future share price appreciation. API Shareholders would not be
"selling" their API Shares (as if it were a cash offer) at the discount to
API's EPRA NTA (being 78.1p as at 31 December 2023) that is currently implied
by terms of the CREI Merger.

The API Board continues to view a Managed Wind-Down as a less attractive
option for API Shareholders given the benefits to API Shareholders of the CREI
Merger and when taking account of the material risks, costs and uncertainties
associated with a Managed Wind-Down. A Managed Wind-Down would be the next
best alternative if the CREI Merger is not approved by the requisite majority
of API Shareholders.

James Clifton-Brown, Chair of API, said:

"With the CREI Merger, the API Board has put forward its recommended solution
that delivers a premium to the undisturbed share price, an immediate uplift in
income and future growth potential with enhanced scale and liquidity for API
Shareholders. The API Board believes that the CREI Merger represents the best
outcome for API Shareholders and unanimously recommends that API Shareholders
vote in favour of the CREI Merger.

If the CREI Merger is not approved by the requisite majority of API
Shareholders, the API Board has made clear that a Managed Wind-Down is the
next best alternative, but API Shareholders should not expect the same sale
values as for ordinary course disposals.

The API Board independently elected to undertake a comprehensive review of
API's strategic options which has resulted in a number of opportunities to
deliver an uplift in value for API Shareholders."

Enquiries:

 abrdn Property Income Trust Limited

 James Clifton-Brown (Chair)                          via Winterflood or

                                                      H/Advisors Maitland
 Lazard (Financial Adviser to API)

 Patrick Long                                         +44 20 7187 2000

 Jolyon Coates
 Winterflood (Corporate Broker to API)

 Neil Langford                                        +44 20 3100 0160
 H/Advisors Maitland (Communications Adviser to API)

 James Benjamin                                       +44 20 7379 5151

General

Capitalised terms in this announcement, unless otherwise defined, have the
same meaning as set out in the scheme document posted to API Shareholders on 1
February 2024, a copy of which is available on API's website at
www.abrdnpit.co.uk (http://www.abrdnpit.co.uk) .

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

Details of the API Court Meeting and API General Meeting

 

Notices of the API Court Meeting and the API General Meeting are contained in
Part XII and Part XIII respectively of the Scheme Document.

 

The API Board has adjourned the API Court Meeting and the API General Meeting
so as to be reconvened and held on 27 March 2024 at 10.00 a.m. and 10.15 a.m.
(or as soon thereafter as the API Court Meeting concludes or is further
adjourned), respectively, at the offices of Addleshaw Goddard LLP, Milton
Gate, 60 Chiswell Street, London EC1Y 4AG. Forms of Proxy in respect of the
API Court Meeting and the API General Meeting should therefore now be returned
so as to be received as soon as possible and in any event not later than:

·      10:00 a.m. on 25 March 2024 in respect of the API Court Meeting;
and

·      10:15 a.m. on 25 March 2024 in respect of the API General
Meeting.

API Shareholders who have already submitted Forms of Proxy for the API Court
Meeting and the API General Meeting and do not wish to change their voting
instructions, do not need to take any further action as their Forms of Proxy
will continue to be valid in respect of the API Court Meeting and the API
General Meeting.

 

API Shareholders who have submitted Forms of Proxy for the API Court Meeting
and / or the API General Meeting and who now wish to change their voting
instructions, should contact API's registrar, Computershare, on +44 (0)370 707
4040. Calls are charged at the standard geographical rate and will vary by
provider. Calls from outside of the United Kingdom will be charged at the
applicable international rate. Lines will be open between 8.30 a.m. to 5:30
p.m., Monday to Friday excluding public holidays in England and Wales.
Computershare cannot provide any financial, legal or tax advice and calls may
be monitored for security and training purposes.

 

API Shareholders are also reminded that completion and return of a Form of
Proxy, or the appointment of a proxy electronically using CREST, will not
prevent them from voting at the API Court Meeting or the API General Meeting
in person. Please refer to the Scheme Document for further information.

 

Conditions 2(a)(ii) and 2(b)(ii) to the CREI Merger set out in the Scheme
Document state that the CREI Merger is conditional on the API Court Meeting
and the API General Meeting being held on or before the 22nd day after the
expected date of the API Court Meeting and API General Meeting set out in the
Scheme Document (or such later date (if any) as may be agreed between CREI and
API with the consent of the Panel and (if required) that the Court may allow
(the "API Meeting Long Stop Date Conditions"). CREI has agreed with API, and
received consent from the Panel, to a later long stop date for the API Court
Meeting and the API General Meeting to be held, for the purposes of the API
Meeting Long Stop Date Conditions in the Scheme Document, such date being the
22nd day after the reconvened dates for the API Court Meeting and API General
Meeting referred to above.

 

The timetable for the CREI Merger is set out below.

 

 Event                                                                     Time and/or date (2024)
 Latest time for lodging Forms of Proxy for the:
 API Court Meeting (BLUE form)                                             10.00 a.m. on 25 March((1))
 API General Meeting (WHITE form)                                          10.15 a.m. on 25 March((2))
 Voting Record Time for the API Court Meeting and the API General Meeting  6.00 p.m. on 25 March((3))
 API Court Meeting                                                         10.00 a.m. on 27 March
 API General Meeting                                                       10.15 a.m. on 27 March((4))

An announcement in respect of the arrangements for the Sanction Hearing and
Effective Date will be made as and when appropriate.

 

_______________________

(1)     It is requested that BLUE Forms of Proxy for the API Court Meeting
be lodged no later than 48 hours before the time and date set for the API
Court Meeting. A copy of a completed and signed BLUE Form of Proxy not so
lodged may be handed to the Chair of the API Court Meeting at any time before
the time that the API Court Meeting is due to commence and will still be
valid.

(2)     WHITE Forms of Proxy for the API General Meeting must be lodged no
later than 48 hours before the time and date set for the API General Meeting.
WHITE Forms of Proxy for the API General Meeting not lodged by this time will
be invalid.

(3)     If either the API Court Meeting or the API General Meeting is
adjourned, the Voting Record Time for the relevant adjourned Meeting will be
6.00 p.m. on the date falling two days before the date of the adjourned
Meeting.

(4)     To commence at 10.15 a.m. or as soon thereafter as the API Court
Meeting shall have concluded or been adjourned.

Important notices

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 by Urban Logistics.

 

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.

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, 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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