REG - Urban Logistics REIT - Rule 2.8 Announcement

Urban Logistics ReitAnnouncement

20/03/2024 16:15

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RNS Number : 6643H  Urban Logistics REIT PLC  20 March 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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE").

 

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

 

20 March 2024

 

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

Urban Logistics not proceeding with an Offer for abrdn Property Income Trust
Limited ("API")

 

On 14 March 2024 the Takeover Panel released a statement which set out 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.

 

On 20 February 2024 Urban Logistics announced details of an indicative offer
made to the Board of API (the "Original Indicative Offer"). Urban Logistics
today announces that it will not be proceeding with an offer for API. On 18
March 2024 Urban Logistics made an announcement including further information
on an alternative proposal submitted to the Board of API (the "Alternative
Proposal"). Urban Logistics today announces that it will not be proceeding
with the Alternative Proposal.

 

Takeover Code

 

Except with the consent of the Takeover Panel, Urban Logistics and any
person(s) acting in concert with Urban Logistics, is bound by the restrictions
under Rule 2.8 of the Code. In relation to the Alternative Proposal, Urban
Logistics is bound by the restrictions of Rule 2.8 (f) of the Code.

 

Under Note 2 on Rule 2.8 of the Code, Urban Logistics reserves the right to
make or participate in an offer for API within the next six months following
the date of this announcement in the following circumstances:

 

·    in the event that the offer by Custodian Property Income REIT plc is
withdrawn or lapses, with the agreement of the board of API;

·    if a third party announces a firm intention to make an offer for API;

·    if API announces a Rule 9 waiver proposal (see Note 1 of the Notes on
Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or

·    if there has been a material change of circumstances (as determined
by the Takeover Panel).

 

Enquiries

 

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

                                                                       +44 (0) 7872 604453
 Helen Tarbet

                                                                       +44 (0) 7979 497324
 Simon Compton

                                                                       +44 (0) 7450 295099
 George Beale

 

Important information

 

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

 

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase,
acquire, subscribe for, sell, dispose of or issue, or any solicitation to
purchase, acquire, subscribe for, sell, dispose of or issue any securities in
API or Urban Logistics in any jurisdiction.

 

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 the Company 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 the Company 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.

 

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 Company's 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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