REG - Urban Logistics REIT abrdn Property Inc. Custodian Property - Update on Evaluation of abrdn Property Income

Urban Logistics ReitAnnouncement

18/03/2024 07:00

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RNS Number : 1578H  Urban Logistics REIT PLC  18 March 2024

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AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
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BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION (EU) NO 596/2014 (WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("MAR"). UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THE INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN FOR THE PURPOSES OF MAR.

 

FOR IMMEDIATE RELEASE

 

18 March 2024

 

Urban Logistics REIT PLC ("Urban Logistics" or the "Company")

Update on Urban Logistics' Evaluation of abrdn Property Income Trust Limited
("API")

 

Further to API's announcement of 14 March 2024, Urban Logistics sets out an
update on its evaluation of API, further information on an alternative
proposal already submitted to the Board of API and the views of the Board of
Urban Logistics as to why this proposal constitutes a superior proposition for
the API shareholder body as a whole amongst the alternatives being reviewed by
the Board of API.

 

The Board of Urban Logistics urges API shareholders to vote against the
Custodian Offer and to encourage their Board to re-consider the Urban
Logistics Proposals.

 

Introduction

 

Urban Logistics notes the announcement by API on 14 March 2024 and the
statement released on 14 March 2024 by the Panel on Takeovers and Mergers (the
"Takeover Panel") extending the date by which Urban Logistics must either
announce a firm intention to make an offer for API under Rule 2.7 of the Code
or announce that it does not intend to make an offer for API, to 5.00pm on 20
March 2024.

 

On 20 February 2024, Urban Logistics announced that it had approached the
Board of API regarding an indicative share-for-share offer for the entire
issued and to be issued share capital of API at an exchange ratio of 0.469
Urban Logistics shares for each API share (the "Original Indicative Offer",
further details of which are set out below) which still remains under
consideration by Urban Logistics.

 

In its announcement of 14 March 2024, API referenced an indicative alternative
proposal made by Urban Logistics to API on 7 March 2014 (the "Alternative
Proposal"). Urban Logistics herein provides further details on the Alternative
Proposal which the Board of Urban Logistics believes would provide API
shareholders with an attractive opportunity to receive shares in Urban
Logistics and to realise an element of cash from their shareholding in API.

 

A productive dialogue between the Boards of Urban Logistics and API and their
respective advisers has been underway since the Original Indicative Offer was
announced. Urban Logistics and its advisers have carried out significant
legal, property, financial and tax due diligence, as well as a comprehensive
inspection of the API properties. In turn, API has been carrying out its own
due diligence on Urban Logistics.

 

 

Finding a way forward for the API shareholder body as a whole

 

The Alternative Proposal involves the acquisition by Urban Logistics, through
a scheme of arrangement, of the net assets of API related to Logistics and
Retail Warehouse assets in the API portfolio ("Portfolio 1") with the net
assets related to API's residual portfolio ("Portfolio 2") remaining held by
API and, through a managed wind-down process, the cash being returned to API
shareholders. The Alternative Proposal would require the approval of the API
Board.

 

Further details of the properties which form Portfolio 1 and Portfolio 2 are
set out in Appendix 1.

Acquisition of the Net Assets attributable to Portfolio 1 by Urban Logistics

 

Portfolio 1, which, as noted above, comprises Logistics and Retail Warehouse
assets, represents 66% of the API portfolio at 31 December 2023 adjusted for
in progress sales. Under the Alternative Proposal Urban Logistics would
acquire Portfolio 1 together with 66% of API's non-property assets and
liabilities (together the "Portfolio 1 NTA").

 

Based on the 31 December 2023 API NTA per share, the Portfolio 1 NTA equates
to approximately 51.5p per API share((1)).

 

Under the scheme of arrangement, Urban Logistics would issue Urban Logistics
shares directly to API shareholders in consideration for API transferring
Portfolio 1 NTA to Urban Logistics. The number of Urban Logistics shares
issued in consideration for the transfer of Portfolio 1 NTA would be based on
an exchange ratio of 0.31 Urban Logistics shares per API share. This
represents consideration for Portfolio 1 NTA of approximately 35.8p per API
share based on the share price of Urban Logistics of 118.0p as at close on 15
March 2024 adjusted downward for the Urban Logistics special dividend of 2.45p
per share to be paid to existing Urban Logistics shareholders prior to the
completion of any transaction((2)).

 

Against an Urban Logistics NTA per share of 161.7p as at 30 September 2023 the
Urban Logistics share price as at close on 15 March 2024 was 118.0p per share.

 

Managed Wind-Down of Portfolio 2 by API Post Transaction

 

The Portfolio 2 properties which would remain held in API after the extraction
of Portfolio 1 would comprise offices, leisure properties, retail properties
and API's forestry assets. Portfolio 2 represents 34% of the API portfolio at
31 December 2023 adjusted for in progress sales.

 

Under the Alternative Proposal it is proposed that residual net assets of API
after the Portfolio 1 NTA has been extracted from API (the "Portfolio 2 NTA")
and, after a share of transaction costs has been allocated to API, would be
wound down in the existing API company, which would remain listed and would
remain under the governance of the existing API Board. Urban Logistics would
have no control over the managed wind-down of API.

 

Based on the 31 December 2023 API NTA per share adjusted for the extraction of
the Portfolio 1 NTA, the Portfolio 2 NTA per share equates to 26.5p per
share((1)) before any deduction for a pro rata share of transaction costs.

 

In the event of the API Board pursuing the Alternative Proposal, the managed
wind-down would be conducted by API with the Portfolio 2 assets continuing to
be held within the listed API company. During the wind-down process the share
price of API may or may not reflect API's remaining NTA per share.

 

Finding a superior structure for the API shareholder body as a whole

 

The Board of Urban Logistics believes that the Alternative Proposal represents
a superior structure for API shareholders as a whole to the Custodian Property
Income REIT plc ("Custodian") offer given its mix of Urban Logistics shares
and cash realisations. With respect to the Alternative Proposal, the
acquisition of Portfolio 1 for shares in Urban Logistics represents a focused
acquisition of attractive logistics and other warehouse assets for Urban
Logistics.

 

Urban Logistics has now been able to conduct extensive site visits and other
due diligence on these assets. The Board of API draws attention to the
investment merits of these assets in their announcement of 14 March 2024, but
the Board of Urban Logistics contends that the real question from here would
be how best to achieve the value in those assets for API shareholders. The
Portfolio 1 assets are considered to be of incremental value to Urban
Logistics' existing £1.1bn portfolio and the Board of Urban Logistics
believes that the best way for API shareholders to realise value for the
assets is through a shareholding in a focused, actively managed logistics real
estate company.

 

The Urban Logistics Board believes in the compelling investment merits of
logistics real estate over the medium to longer term. Other real estate asset
classes may currently be higher yielding but the Urban Logistics Board
believes that long term value will be created through a sustainable and
growing rental income base derived from assets which are fit for modern
purpose and actively managed.

 

The Board of Urban Logistics believes that the realisation by API for cash of
the NTA per share in respect of Portfolio 2 would be attractive for API
shareholders seeking cash as part of the realisation of value for their
shareholding in API.

 

Finding a way to serve the interests of all API shareholders

 

The Board of Urban Logistics appreciates that the Board of API would have
faced significant challenges in trying to arrive at a single solution for a
very diverse shareholder base and against shifting conditions both in the real
estate market and in the stockmarket's views towards REITs, particularly small
and mid-sized generalist REITs.

 

In its announcement of 14 March 2024, API confirmed that the API Board
undertook "a comprehensive review of API's strategic options in Q3 2023, in
light of the challenges faced by the listed real estate sector as a whole and
API specifically". Notwithstanding the issues faced by the API Board, Urban
Logistics is strongly of the view that as matters stand today, it is wrong to
conclude that the Custodian-API combination addresses either challenge: the
Urban Logistics Board believes that the Custodian-API combination in reality
does no more than create a bigger version of the same problem.

 

To have arrived at the current situation, the Urban Logistics Board believes
that the Board of API concluded that API did not have a viable, independent
future. Many months on from the start of the strategic review and API's
dialogue with Custodian, Urban Logistics believes, based on its own
discussions with API investors, that it has not been possible to galvanise an
API shareholder consensus behind the merger with Custodian. The API
shareholder meeting to approve the merger with Custodian has now been
postponed on two occasions.

 

The Urban Logistics Board notes that "the API Board believes that a Managed
Wind-Down presents a viable strategic option for API". Urban Logistics
contends that it is in the interests of API shareholders to call a halt to the
merger with Custodian and urges the Board of API to actively focus on the
Urban Logistics Alternative Proposal which will give API shareholders an
ongoing equity market exposure to a focused, high-performing REIT as well as
cash proceeds from a managed wind-down of the minority of API's net tangible
assets.

 

The Board of Urban Logistics believes that the Alternative Proposal is a
proposition which can serve the interests of the API shareholder body as a
whole.

 

Urban Logistics will continue to press the merits of its Alternative Proposal
with the Board of API. Urban Logistics continues its constructive dialogue
with API's shareholders and a further announcement will be made in due course.

 

API's announcement of 14 March 2024

 

Urban Logistics notes the announcement made by API on 14 March 2024, in which
API has provided shareholders with an update on the API Board's review of the
options available to it.

 

API shareholders will wish to review the whole of the API announcement of 14
March 2024 detailing the API Board's review of the options available to it,
but Urban Logistics wishes to highlight a number of points in that
announcement.

 

API recognises the merits of Urban Logistics' investment case in the
announcement:

 

"The API Board recognises the potential merits for API Shareholders of a
share-based transaction with Urban Logistics: the ULR Possible Offer currently
represents a premium to the undisturbed API Share price; Urban Logistics is a
constituent of the FTSE 250 and enjoys greater scale and share liquidity than
API; Urban Logistics and its investment adviser have a strong track record as
a specialist REIT in the logistics sector, which the API Board believes has
attractive prospects; and the API Board recognises the potential for income
growth and value appreciation in the context of a potential merger with Urban
Logistics."

 

Urban Logistics notes that based on information sourced from Bloomberg, that
average daily trading value in Urban Logistics shares over the past 12 months
represents approximately 3.6x times the average daily trading value in
Custodian shares((3)).

 

With regard to the Urban Logistics Alternative Proposal, Urban Logistics does
not agree with the view expressed in the API announcement that "API
shareholders would lose out on value in respect of Portfolio 1". API
shareholders would be receiving Urban Logistics shares at the equivalent of a
premium to API's undisturbed share price in respect of the proportion of API
net assets that Urban Logistics would be acquiring in exchange for Urban
Logistics shares. Moreover, the API Board also recognises the merits of the
Urban Logistics business model and strategy as outlined above in the extract
from API's own announcement.

 

With regard to API's "Managed Wind-Down" option, Urban Logistics notes that
API recognises the improvements in underlying property markets over the period
of time in which the Custodian combination and other strategic options have
been under review. Urban Logistics also notes the statement in the API
announcement which states:

 

"the API Board is also mindful of the impact on pricing of bringing large
volumes of assets to market as part of a public wind-down strategy."

 

As at 31 December 2023, the total value of API's real estate portfolio was
£439m and the total property assets which would be subject to the managed
wind-down under the Alternative Proposal would be c.34% of this figure
adjusted for any post 31 December 2023 disposals. The Urban Logistics Board
considers that this would represent an immaterial proportion of the overall UK
real estate market and so cannot fairly be said to represent "large volumes of
assets" in the UK real estate market. In addition, it should be noted that a
managed wind-down of the whole API portfolio still appears to be an option for
the Board of API and to that end they state in their announcement of 14 March
2024: "In summary, the API Board believes that a Managed Wind-Down presents a
viable strategic option for API".

 

Urban Logistics notes the API statement regarding exposure to a change in
investment policy with regard to its consideration of Urban Logistics:

 

"More generally, the API Board believes that a share-based transaction with
Urban Logistics would constitute a deviation for API Shareholders away from
the diversified, income-focused strategy in which they have chosen to invest,
to a specialised, more total return-oriented strategy."

 

It must be noted that approximately 70% of API's portfolio as at 31 December
2023 is already invested in logistics and retail warehouse assets. The
Alternative Proposal gives API shareholders an ongoing equity market exposure
to a high performing, focused logistics REIT the investment merits of which
are recognised by the Board of API in their announcement of 14 March 2024.

 

API has described the Alternative Proposal as "conceptual". Urban Logistics
confirms that the Alternative Proposal was presented to API following a
significant amount of work carried out by Urban Logistics' accounting, tax and
legal advisers.

 

The Alternative Proposal would require constructive engagement with the API
Board to, inter alia, complete shareholder documentation, receive certain tax
clearances from HMRC and complete final due diligence by both Urban Logistics
and API.

 

Urban Logistics notes API's continued recommendation of the Custodian offer
and that API would not recommend either the Original Indicative Offer or the
Alternative Proposal if a formal offer was made to API on the basis set out in
dialogue between API and Urban Logistics regarding the Alternative Offer or on
the basis set out in this announcement. Urban Logistics further notes that the
Alternative Proposal would require the support of the API Board to proceed.

 

Clarification Deadline Update

 

Urban Logistics notes the statement by the Takeover Panel dated 14 March 2024
which states that Urban Logistics must, by 5.00pm on 20 March 2024, either
announce a firm intention to make an offer for API under Rule 2.7 of the Code
or announce that it does not intend to make an offer for API.

 

Urban Logistics

 

Urban Logistics continues to be confident in its ability to deliver value for
Urban Logistics shareholders, benefitting from its position as a specialist
logistics REIT which enjoys substantial opportunities for rental growth and
targets secure, sustainable, high-quality earnings and capital growth.

 

Urban Logistics was floated on AIM in April 2016 with a seed portfolio of
c.£27m of assets and equity market capitalisation of c.£10m. With
substantial support from its shareholders through additional capital raises,
Urban Logistics has assembled a portfolio of strategically located mid-box
assets with a gross value as at 30 September 2023 of £1.1bn. The Board
believes Urban Logistics has built a leading market position in its focus area
of UK real estate.

 

Urban Logistics' investment adviser has an impressive track record and the
Urban Logistics Board continues to be confident in its ability to deliver
value for the Urban Logistics shareholders, benefitting from its position as a
specialist logistics REIT which enjoys substantial opportunities for rental
growth and targets secure, sustainable, high-quality earnings and capital
growth.

 

Urban Logistics has completed 12 lease events since 1 October 2023. The Urban
Logistics Board believes these completed lease events demonstrate the
significant asset management opportunities available to Urban Logistics, with
like-for-like increases in passing rent of 27% achieved on more than 600,000
sq. ft.

 

Urban Logistics has seen a more active occupational market in recent months,
as tenants continue to focus on simplifying and localising their distribution
networks to be closer to their end customers. The Board remains confident in
its core strategy of acquiring single let logistics assets with appealing
opportunities to add value through active asset management, which it believes
will continue to drive Urban Logistics forward in 2024 and beyond. Urban
Logistics' assets largely fall into one of two segments; the "Core Assets"
category or the "Active Asset Management" category. The Core Assets category
represents some 44% of Urban Logistics' overall property portfolio by value as
at 30 September 2023 and comprises assets which are typically let on long-term
leases to large-scale tenants with strong covenants, providing Urban Logistics
with long-term, solid income. The Active Asset Management category represents
55% of the portfolio by value as at 30 September 2023 and comprises assets
which are typically highly reversionary, where Urban Logistics has a
short-term asset management plan to advance rents, extend lease term, improve
covenant strength and/or make significant improvements to the environmental
performance of the building. The Urban Logistics Board believes therefore that
the mix of the Urban Logistics portfolio provides a strong balance of income
and capital growth potential which contributes to an attractive total
shareholder return proposition for shareholders.

 

The Urban Logistics Board believes in the compelling investment merits of
logistics real estate over the medium to longer term. Other real estate asset
classes may be currently higher yielding but the Urban Logistics Board
believes long term value will be created through a sustainable and growing
rental income base derived from assets which are fit for modern purpose and
actively managed.

 

Urban Logistics benefits from a strong balance sheet with debt 97% fixed or
hedged through to term, a weighted average maturity of 6.0 years from 30
September 2023, a low LTV of 29%, and long relationships with its existing
banking partners. The Urban Logistics Board believes that its portfolio of
over £1bn of logistics property is attractive to lend against, and that the
relative liquid nature of its assets gives ample opportunity to quickly
recycle lower yielding assets to reduce floating rate debt in the event of a
transaction.

 

Urban Logistics is highly focused on ESG matters and has strong ESG
credentials; as at 30 September 2023 55% of its portfolio had an EPC of A-B,
its GRESB score increased to 3 stars and it holds an EPRA sBPR award at Gold
level.

 

Important Notes in Relation to the Takeover Code

 

The making of any firm offer by Urban Logistics is subject to the satisfaction
or waiver of a number of customary pre-conditions, including, inter alia,
completion of due diligence, receipt of certain tax clearances and banking
consent, which are waivable at Urban Logistics' discretion.

 

There can be no certainty that any firm offer will be made, even if the
pre-conditions are satisfied or waived. A further announcement will be made in
due course.

 

For the purposes of Rule 2.5(a) of the Code, Urban Logistics reserves the
right to make an offer for API on less favourable terms than the Original
Indicative Offer: (i) with the agreement or recommendation of the API Board;
or (ii) if a third party announces (after the date of this announcement) a
firm intention to make an offer or a possible offer for API which, at that
date, is of a value less than the value implied by the Original Indicative
Offer. Urban Logistics reserves the right to introduce other forms of
consideration and/or vary the mix or composition of consideration of any
offer.

 

With respect to the Alternative Proposal, Urban Logistics reserves the right
to amend the terms of the proposal with the agreement or recommendation of the
API Board.

 

Urban Logistics further reserves the right to adjust the terms of any offer to
take account of the value of any dividend, return of value or other
distribution which is announced, declared, made or paid by API after the date
of this announcement.

 

The Original Indicative Offer and the Alternative Proposal would be subject to
Urban Logistics shareholder approval.

 

Further Terms of The Original Indicative Offer

 

On Friday 16 February 2024, Urban Logistics tabled an indicative proposal to
API and its advisers comprising an Original Indicative Offer exchange ratio of
0.469 Urban Logistics shares for each API share. The Original Indicative Offer
exchange ratio was predicated on, prior to completion of any transaction:

 

·    Urban Logistics paying a dividend to its existing shareholders of
2.45p per Urban Logistics share in respect of the period up to 31 December
2023; and

·    API paying a dividend to its existing shareholders of 1p per API
share in respect of the quarter ended 31 December 2023.

 

Following completion of the proposed transaction, all shareholders of the
enlarged group would rank pari passu for any dividends subsequently declared
by Urban Logistics.

 

 

Footnotes

 

(1)  Based on applying the relevant proportion to the 31 December 2023 API
Reported Unaudited EPRA NTA per share of 78.1p sourced from the API-Custodian
Scheme Document dated 1 February 2024.

(2)  It is intended that the Urban Logistics Special Dividend would only be
paid in the event of the proposed transaction being completed. This
announcement therefore does not constitute a declaration of dividend.

(3)  Based on Bloomberg data up to the close of business on 15 March 2024.
Average daily trading value over the past 12 months calculated by multiplying
the trading volume on each day with the daily Volume Weighted Average Price.

 

 

Sources and bases of information

 

In this announcement, unless otherwise stated or the context otherwise
requires, the following bases and sources have been used.

 

All prices quoted for Urban Logistics shares and API shares are closing middle
market quotations of an Urban Logistics share or API share (as applicable)
derived from the Daily Official List of the London Stock Exchange in respect
of the relevant date(s).

·    Issued share capital of Urban Logistics is 471,975,411 ordinary
shares of 1 penny each.

·    Issued share capital of API is 381,218,977 ordinary shares of 1 penny
each.

·    The financial information relating to Urban Logistics reflects its
unaudited results for the half-year ended 30 September 2023.

·    The financial information relating to API as at 31 December 2023 is
extracted from its Scheme Document released on 1 February 2024.

 

 

Enquiries

 

 Buchanan - urbanlogistics@buchanan.uk.com  +44 (0)20 7466 5000
 (mailto:urbanlogistics@buchanan.uk.com)

                                          +44 (0) 7872 604453
 Helen Tarbet

                                          +44 (0) 7979 497324
 Simon Compton

                                          +44 (0) 7450 295099
 George Beale

 

 

 

Appendix 1

 

The table below sets out the list of API properties as at 31 December 2023 as
sourced from API's Scheme of Arrangement document dated 1 February 2024
together with Urban Logistics' categorisation as to whether a property would
be part of Portfolio 1 or Portfolio 2. The Alternative Proposal which
allocates the API NTA 66% to Portfolio 1 NTA and 34% to Portfolio 2 NTA is
derived from this categorisaton with certain assumptions by Urban Logistics in
respect of asset sales which may or may not be made by API subsequent to 31
December 2023 and prior to the effective date of a transaction which
consummates the Alternative Proposal.

 

 Property Address                                    Property reference  Urban Logistics Classification
 Ocean Trade Centre, Aberdeen                        C5285               Portfolio 1
 Badentoy North, Aberdeen                            C5768               Portfolio 1
 Unit 14 Interlink Park, Bardon                      C5201               Portfolio 1
 21 Gavin Way, Birmingham                            C5538               Portfolio 1
 3 Elliot Way, Birmingham                            C5726               Portfolio 1
 Unit 4 Easter Park, Bolton                          C5172               Portfolio 1
 Garanor Way, Bristol                                B5675               Portfolio 1
 Kings Business Park, Bristol                        C5714               Portfolio 1
 3 Earlstrees Road, Corby                            C5676               Portfolio 1
 Bastion Point, Dover                                B5673               Portfolio 1
 2 Brunel Way, Fareham                               C5583               Portfolio 1
 85 Fullarton Drive, Glasgow                         C5746               Portfolio 1
 Unit 4 Monkton Business Park, Hebburn               C5587               Portfolio 1
 Villiers Road, Knowsley                             C5787               Portfolio 1
 Mount Farm, Milton Keynes                           C5534               Portfolio 1
 Walton Summit, Preston                              B5680               Portfolio 1
 Symphony, Rotherham                                 C5507               Portfolio 1
 Cosford Lane, Rugby                                 B5677               Portfolio 1
 Tempsford Road, Sandy                               C5742               Portfolio 1
 Whitehorse Business Park, Shellingford              C5734               Portfolio 1
 Stadium Way, St. Helens                             C5783               Portfolio 1
 Tetron 141, Swadlincote                             C5512               Portfolio 1
 Tetron 93, Swadlincote                              C5525               Portfolio 1
 Opus 9, Warrington                                  B5681               Portfolio 1
 Rainhill Road, Washington                           C5715               Portfolio 1
 Alston Road, Washington                             C5784               Portfolio 1
 54 Hagley Road, Birmingham                          C5763               Portfolio 2
 One Station Square, Bracknell                       C5730               Portfolio 2
 Explorer, Crawley                                   C5427               Portfolio 2
 160 Causewayside, Edinburgh                         C5767               Portfolio 2
 Monck Street, London                                C5394               Portfolio 2
 15 Basinghall Street, London                        C5747               Portfolio 2
 101 Princess Street, Manchester                     C5721               Portfolio 2
 The Pinnacle, Reading                               C5719               Portfolio 2
 82-84 Eden Streety, Kingston-upon-Thames            B5686               Portfolio 2
 Howard Town Retail Park, Glossop                    C5517               Portfolio 2
 B&Q, Halesowen                                      C5773               Portfolio 1
 Victoria Shopping Park, Hednesford                  B5683               Portfolio 2
 Olympian Way, Leyland                               C5477               Portfolio 2
 The Point Retail Park, Rochdale                     B5685               Portfolio 2
 Morrisons, Welwyn Garden City                       C5788               Portfolio 2
 Grand National Leisure Park, Aintree                C5737               Portfolio 2
 Building 3000 Birmingham Business Park, Birmingham  C5750               Portfolio 1
 Hollywood Green, London                             C5113               Portfolio 2
 Far Ralia, Newtonmore                               C5782               Portfolio 2
 Motor Point, Yarm Road, Stockton-on-Tees            C5786               Portfolio 2

 

 

Important information

 

The person responsible for arranging the release of this announcement on
behalf of Urban Logistics is Bruce Anderson.

 

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 whether
pursuant to this announcement or otherwise, or the solicitation of any vote in
favour or approval of any offer in any jurisdiction where to do so would
constitute a violation of the laws of such jurisdiction and any such offer (or
solicitation) may not be extended in any such jurisdiction.

 

Any securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended, or with any securities
regulatory authority of any state of the United States and may not be offered
or sold in the United States absent registration or an applicable exemption
from registration thereunder.

 

This announcement has been prepared in accordance with English law and the
Code, and information disclosed may not be the same as that which would have
been prepared in accordance with laws outside of the United Kingdom. The
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 the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

Disclaimer

 

Kinmont Limited ("Kinmont"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
Urban Logistics and no one else in connection with the possible offer and will
not be responsible to anyone other than Urban Logistics for providing the
protections afforded to clients of Kinmont nor for providing advice in
relation to the possible offer or any other matters referred to in this
announcement. Neither Kinmont 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 Kinmont in connection with this announcement, any statement
contained herein or otherwise.

 

Singer Capital Markets ("Singers"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively for
Urban Logistics and no one else in connection with the possible offer and will
not be responsible to anyone other than Urban Logistics for providing the
protections afforded to clients of Singers nor for providing advice in
relation to the possible offer or any other matters referred to in this
announcement. Neither Singers 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 Singers in connection with this announcement, any statement
contained herein or otherwise.

 

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised and regulated by the German Federal Financial Supervisory Authority
(BaFin) and is subject to limited regulation by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Urban Logistics and
no one else in connection with the possible offer and will not be responsible
to anyone other than Urban Logistics for providing the protections afforded to
clients of Berenberg nor for providing advice in relation to the possible
offer or any other matters referred to in this announcement. Neither Berenberg
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
Berenberg in connection with this announcement, any statement contained herein
or otherwise.

 

Panmure Gordon (UK) Limited ("Panmure Gordon"), who are authorised and
regulated by the Financial Conduct Authority (the "FCA") in the United
Kingdom, are acting solely for Urban Logistics and no-one else in connection
with the transactions and arrangements described in this announcement and will
not regard any other person (whether or not a recipient of this announcement)
as a client in relation to the transactions and arrangements described in this
announcement. Neither Panmure Gordon nor any of their respective partners,
directors, officers, employees, advisers, consultants, affiliates or agents
are responsible to anyone other than Urban Logistics for providing the
protections afforded to clients of Panmure Gordon or for providing advice in
connection with the contents of this announcement or for any other matters
referred to herein.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (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 1%
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 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, 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.

 

No investment recommendation

 

This announcement is not intended to be and does not constitute or contain any
investment recommendation as defined by Regulation (EU) No 596/2014 (as it
forms part of the domestic law in the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018). No information in this announcement should be
construed as recommending or suggesting an investment strategy. Nothing in
this announcement or in any related materials is a statement of or indicates
or implies any specific or probable value outcome in any particular
circumstance.

 

Publication on a website

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
made available, subject to certain restrictions relating to persons resident
in restricted jurisdictions, on the Urban Logistics website
(www.urbanlogisticsreit.com) no later than 12 noon (London time) on the first
business day following the date of this announcement. The content of the
website referred to in this announcement is not incorporated into and does not
form part of this announcement.

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rns@lseg.com (mailto:rns@lseg.com)
 or visit
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