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
FOR
IMMEDIATE RELEASE
1 February
2024
RECOMMENDED ALL-SHARE
MERGER
of
ABRDN PROPERTY INCOME TRUST
LIMITED
WITH
CUSTODIAN PROPERTY INCOME
REIT PLC
to be effected by means of a
Court-sanctioned scheme of arrangement
under Part VIII of the
Companies (Guernsey) Law, 2008 (as amended)
Publication and Posting of
Scheme Document and Letters of Intent
Introduction
On 19 January 2024, the boards of
Custodian Property Income REIT plc ("CREI") and abrdn Property Income Trust
Limited ("API") announced
that they had reached agreement on the terms and conditions of a
recommended all-share merger pursuant to which CREI will acquire
the entire issued and to be issued share capital of API (the
"Merger"). It is intended
that the Merger will be implemented by means of a Court-sanctioned
scheme of arrangement under Part VIII of the Companies Law (the
"Scheme").
Publication and posting of the Scheme
Document
The board of API announces that it
will today publish a circular in relation to the Merger (the
"Scheme Document"),
together with the Forms of Proxy for the API Court Meeting and the
API General Meeting. The Scheme Document sets out, amongst other
things, the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 108 of the Companies Law, an expected
timetable of principal events, notices of the API Court Meeting and
API General Meeting and details of the actions to be taken by API
Shareholders. Capitalised terms used in this announcement shall,
unless otherwise defined, have the same meanings as set out in the
Scheme Document.
Hard copies of the Scheme Document
and Forms of Proxy for the API Court Meeting and the API General
Meeting will be posted to API Shareholders and, for information
only, to persons with information rights.
Publication of CREI's Combined Circular and
Prospectus
As separately announced by CREI,
CREI will today publish a Combined Circular and Prospectus approved
by the UK's Financial Conduct Authority relating to the New CREI
Shares to be issued as the share consideration in connection with
the Merger. This Prospectus will be made available (subject to
restrictions for persons in Restricted Jurisdictions) on CREI's
website at www.custodianreit.com
and API's website at www.abrdnpit.co.uk.
Notices of the API Court Meeting and API General
Meeting
As further detailed in the Scheme
Document, to become Effective the Scheme requires, among other
things, that the requisite majority of Scheme Shareholders vote in
favour of the Scheme at the API Court Meeting and that the
requisite majority of API Shareholders vote in favour of the API
Resolution to be proposed at the API General Meeting, and sanction
of the Scheme by the Court. The Scheme is also subject to the
satisfaction or (where applicable) waiver of the Conditions and
further terms set out in Part III of the Scheme
Document.
Notices convening the API Court
Meeting and the API General Meeting, both to be held at the offices
of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London
EC1Y 4AG on 28 February 2024 are set out in the Scheme Document.
The API Court Meeting will start at 10:00 a.m. (GMT) and the API
General Meeting at 10:15 a.m. (GMT) (or as soon as reasonably
practicable thereafter as the API Court Meeting shall have been
concluded or adjourned). Forms of Proxy for use at such meetings
will be enclosed with the Scheme Document.
The API Directors, who have been so
advised by Lazard & Co., Limited ("Lazard") as to the financial terms of
the Merger, consider the terms of the Merger to be fair and
reasonable. In providing its advice to the API Directors, Lazard
has taken into account the commercial assessments of the API
Directors.
Accordingly, the API Directors unanimously recommend that
Scheme Shareholders vote, or procure the vote, in favour of the
Scheme at the API Court Meeting and that API Shareholders vote in
favour of the API Resolution to be proposed at the API General
Meeting as the API Directors, who are interested in API Shares,
have irrevocably undertaken to do in respect of their entire
beneficial holdings of 295,092 API Shares, representing, in
aggregate, approximately 0.08 per cent of API's total issued share
capital as at the close of business on the Latest Practicable
Date.
It
is important that, for the API Court Meeting in particular, as many
votes as possible are cast, so that the Court may be satisfied that
there is a fair representation of Scheme Shareholders' opinion.
Scheme Shareholders are therefore strongly urged to complete, sign
and return their Forms of Proxy or appoint a proxy either online or
through the CREST electronic proxy appointment service (as
appropriate), in any case as soon as possible.
Scheme Shareholders should read the
Scheme Document in its entirety before making a decision in respect
of the Scheme.
The Merger is conditional, inter
alia, on the approval of CREI Shareholders for the issuance and
allotment of the New CREI Shares. In order to allot and issue the
New CREI Shares, CREI will be required to seek the approval of CREI
Shareholders of the CREI Resolution at the CREI General
Meeting.
Update regarding letters of intent
CREI received a non-binding letter
of intent from Brooks Macdonald Asset Management that was disclosed
in the Announcement, and on 31 January 2024 CREI received further
non-binding letters of intent from Mattioli Woods plc and Wise
Funds Limited, in each case to vote in favour of the Scheme at the
API Court Meeting and the API Resolution to be proposed at the API
General Meeting (or in the event that the Merger is implemented by
way of a Takeover Offer, to procure the acceptance of such Takeover
Offer) in respect of, in aggregate 26,793,245 API Shares,
representing approximately 7.03 per cent. of API's total issued
share capital as at the close of business on the Latest Practicable
Date.
Accordingly, CREI has received
irrevocable undertakings and letters of intent to vote, or procure
the voting, in favour of the Scheme at the API Court Meeting and
the API Resolution to be proposed at the API General Meeting (or in
the event that the Merger is implemented by way of a Takeover
Offer, to accept or procure the acceptance of such Takeover Offer)
in respect of a total of 38,464,762 API Shares, representing, in
aggregate, approximately 10.09 per cent. of the total issued share
capital of API as at the close of business on the Latest
Practicable Date.
Copies of the irrevocable
undertaking and letters of intent are available on API's website at
https://www.abrdnpit.co.uk/en-gb/merger.
Combined Circular and Prospectus
CREI will post to CREI Shareholders
the Combined Circular and Prospectus (for which CREI, the CREI
Directors and the Proposed Directors are responsible). The Combined
Circular and Prospectus summarises the background to and reasons
for the Merger and includes a notice convening the CREI General
Meeting on 27 February 2024, and also constitutes a prospectus for
the purposes of the Prospectus Regulation in connection with the
admission of the New CREI Shares to the Official List and to
trading on the Main Market.
The
CREI Directors consider the Merger to be in the best interests of
CREI and the CREI Shareholders as a whole and unanimously recommend
that CREI Shareholders vote in favour of the CREI Resolution to be
proposed at the CREI General Meeting which is to be convened to
approve the Merger and related matters, as those CREI Directors,
together with certain of Iain Mattioli's close relatives and
related trusts, who hold CREI Shares have irrevocably undertaken to
do in respect of their own holdings of, in aggregate, 6,204,817
CREI Shares, representing approximately 1.41 per cent. of the
issued ordinary share capital of CREI on the Latest Practicable
Date.
Delisting of API Shares
If the Scheme is approved by the
Scheme Shareholders, the API Resolution is approved by API
Shareholders, the Court sanctions the Scheme, all other Conditions
to the Merger are satisfied or (if capable of waiver) waived and
the Scheme becomes Effective in accordance with its terms, then,
under the anticipated timetable, shortly
before the Scheme becomes Effective, API will make an application
to the FCA for the cancellation of the listing of API Shares on the
premium listing segment of the Official List and for the
cancellation of trading of the API Shares on the London Stock
Exchange's Main Market for listed securities, which are in each
case expected to take effect on the Effective Date. No transfers of
API Shares will be registered after the date on which dealings in
API Shares on the Main Market of the London Stock Exchange cease
other than to CREI (or as CREI may otherwise direct) pursuant to
the API Articles, as proposed to be amended by the API Resolution
at the API General Meeting.
Listing of New CREI Shares
It is intended that applications
will be made to the FCA and to the London Stock Exchange for the
New CREI Shares to be admitted to the premium segment of the
Official List and to trading on the London Stock Exchange's Main
Market for listed securities. It is expected that Admission will
become effective, and that dealings for normal settlement in the
New CREI Shares will commence on the London Stock Exchange, at 8.00
a.m. (London time) on the Effective Date.
Expected Timetable of Principal Events
The Scheme Document contains an
expected timetable of principal events relating to the Scheme,
which is also set out below. The Scheme remains conditional on the
approval of Scheme Shareholders at the API Court Meeting and API Shareholders
at the API General
Meeting and to the satisfaction or waiver of the other Conditions
set out in the Scheme Document, including the sanction of the
Court. The Scheme is expected to become
effective in early April
2024 and any update to the expected
timetable will be announced through a Regulatory Information
Service, with such announcement being made available on
CREI's website at www.custodianreit.com
and API's website at www.abrdnpit.co.uk.
EXPECTED TIMETABLE OF
PRINCIPAL EVENTS
The following indicative timetable
sets out expected dates for the implementation of the
Scheme.
Event
|
Time and/or date
(2024)
|
Publication of the Scheme Document
and the Combined Circular and Prospectus
|
1
February
|
Latest time for lodging Forms of Proxy for
the:
|
|
API Court Meeting (BLUE
form)
|
10.00
a.m. on 26
February(1)
|
API General Meeting (WHITE
form)
|
10.15
a.m. on 26
February(2)
|
Voting Record Time for the API Court
Meeting and the API General Meeting
|
6.00 p.m.
on 26 February3)
|
CREI General Meeting
|
9.30 a.m.
on 27 February
|
API
Court Meeting
|
10.00
a.m. on 28 February
|
API
General Meeting
|
10.15
a.m. on 28
February(4)
|
The following dates are indicative only and are subject to
change(5)
|
|
Sanction Hearing
|
28
March
|
Last day of dealings in, and for
registration of transfers of API Shares
|
28
March
|
Scheme Record Time
|
6.00 p.m.
on 28 March
|
Suspension of listing of, and
dealings in, API Shares and disablement of API Shares in
CREST
|
7.30 a.m.
on 2 April
|
Effective Date of the
Scheme(6)
|
2
April
|
Delisting of API Shares on the
London Stock Exchange
|
By 8.00
a.m. on 2 April
|
New CREI Shares issued to API
Shareholders
|
By 8.00
a.m. on 2 April
|
New CREI Shares listed and
commencement of dealings in the New CREI Shares on the London Stock
Exchange
|
By 8.00
a.m. on 2 April
|
CREST accounts of API Shareholders
credited with New CREI Shares
|
On or soon
after 8.00 a.m. on 2 April
|
CREST accounts of API Shareholders
credited with cash due in relation to the sale of fractional
entitlements
|
Within 14
calendar days of the Effective Date
|
Latest date for despatch of (a)
share certificates for New CREI Shares and (b) cheques due in
relation to the sale of fractional entitlements
|
Within 14
calendar days of the Effective Date
|
Long Stop Date
|
30
April(7)
|
_______________________
(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.
(5) These dates and
times are indicative only and will depend, among other things, on
the date upon which: (i) the Conditions are satisfied or (if
capable of waiver) waived; and (ii) the Court sanctions the
Scheme.
(6) A copy of the
Court Order must be filed with the Guernsey Registry as promptly as
is practicable and in any event within seven days after its making.
The Scheme will become Effective on the date prescribed in the
Court Order (which is currently expected to be one calendar day
following the Sanction Hearing).
(7) This is the
latest date by which the Scheme may become Effective unless CREI
and API agree (and the Panel and, if required, the Court permit) a
later date or if the Panel requires an extension to the Long Stop
Date pending final determination of an issue under section 3(g) of
Appendix 7 to the Code.
All references in this announcement
to times are to London time unless otherwise stated.
The dates and times given are
indicative only and are based on API's and CREI's current
expectations and may be subject to change. If any of the expected
times and/or dates above change (a) the revised times and/or dates
will be notified to API Shareholders by announcement through a
Regulatory Information Service, with such announcement being made
available on CREI's website at www.cistodianreit.com
and API's website at www.abrdnpit.co.uk
and (b) if required by the Panel, API will send
notice of the change(s) to API Shareholders.
Shareholder Helpline
If you have any questions about the
Scheme Document, the API Court Meeting or the API General Meeting
or how to complete the Forms of Proxy or to appoint a proxy through
the CREST electronic proxy appointment service or online, please
contact API's registrar, Computershare on +44 (0) 370 707 4040.
Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the
applicable international rate. The helpline is open between 8:30
a.m. and 5:30 p.m., Monday to Friday excluding public holidays in
England and Wales. Please note that Computershare cannot provide
any financial, legal or tax advice and calls may be recorded and
monitored for security and training purposes.
Enquiries
abrdn Property Income Trust (API)
James Clifton-Brown
(Chair)
|
via Winterflood
|
Lazard (Financial Adviser to API)
Patrick Long
Jolyon Coates
|
+44 20 7187 2000
|
Winterflood (Corporate Broker to API)
Neil Langford
|
+44 20 3100 0160
|
Important notices relating to financial
advisers
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.
Further
information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of an 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 the Merger or otherwise, nor shall there
be any sale, issuance or transfer of securities of API in any
jurisdiction in contravention of applicable law. The Merger will be
made solely pursuant to the terms of the Scheme Document (or, if
the Merger is implemented by way of a Takeover Offer, the Offer
Document), which contains the full terms and conditions of the
Merger, including details of how API Shareholders may vote in
respect of the Merger. Any vote, approval, decision in respect of,
or other response to, the Merger should be made only on the basis
of the information contained in the Scheme Document and the
Combined Circular and Prospectus (or any other document by which
the Merger is made by way of a Takeover Offer).
CREI have prepared the Combined Circular and Prospectus, which
contains information on the New CREI Shares and the Combined Group.
CREI and API urge API Shareholders to read the Scheme Document and
the Combined Circular and Prospectus carefully because they contain
important information in relation to the Merger, the New CREI
Shares and the Combined Group.
The statements contained in this announcement are made as at
the date of this announcement, unless some other time is specified
in relation to them, and the release of this announcement shall not
give rise to any implication that there has been no change in the
facts set out in this announcement since such date. This
announcement does not constitute a prospectus or prospectus
equivalent document.
No
person should construe the contents of this announcement as legal,
financial or tax advice. If you are in any doubt about the contents
of this announcement or the action you should take, you are
recommended to seek your own independent financial advice
immediately from your stockbroker, bank manager, solicitor,
accountant or from an independent financial adviser duly authorised
under FSMA if you are resident in the United Kingdom, or another
appropriately authorised independent financial adviser, if you are
in a territory outside the United Kingdom.
Overseas
Shareholders
This announcement has been prepared for the purpose of
complying with Guernsey law, English law, the Code, the Market
Abuse Regulation, the Disclosure Guidance and Transparency Rules
and the Listing Rules and information disclosed may not be the same
as that which would have been disclosed if this announcement had
been prepared in accordance with the laws of jurisdictions outside
the United Kingdom or Guernsey. Nothing in this announcement should
be relied on for any other purpose.
The release, publication or distribution of this announcement
in or into certain jurisdictions other than the United Kingdom or
Guernsey may be restricted by the laws and/or regulations of those
jurisdictions and therefore persons into whose possession this
announcement comes who are subject to the laws and/or regulations
of any jurisdiction other than the United Kingdom or Guernsey
should inform themselves about and observe any such applicable laws
and/or regulations in their jurisdiction. In particular, the
ability of persons who are not resident in the United Kingdom or
Guernsey to vote their Scheme Shares or API Shares (as applicable)
with respect to the Scheme at the API Court Meeting or the API
Resolution at the API General Meeting, or to appoint another person
as proxy to vote at the API Court Meeting or the API General
Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document. Any failure to comply with any such restrictions may
constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law,
the companies and persons involved in the Merger disclaim any
responsibility or liability for the violation of such restrictions
by any person.
Unless otherwise determined by CREI or required by the Code,
and permitted by applicable law and regulation, the Merger will not
be made available, in whole or in part, directly or indirectly, in,
into or from a Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction and no person may vote in favour of
the Merger by any such use, means, instrumentality or from within a
Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of
this announcement and any formal documentation relating to the
Merger are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Merger. If the Merger is
implemented by way of a Takeover Offer (unless otherwise permitted
by applicable law and regulation), the Takeover Offer may not be
made directly or indirectly, in or into, or by the use of mails or
any means or instrumentality (including, but not limited to,
facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or of any facility
of a national, state or other securities exchange of any Restricted
Jurisdiction and the Takeover Offer may not be capable of
acceptance by any such use, means, instrumentality or
facilities.
Further details in relation to Overseas Shareholders are
contained in the Scheme Document.
Forward-looking
statements
This announcement (including information incorporated by
reference into this announcement), oral statements made regarding
the Merger, and other information published by CREI and API contain
statements about CREI, API and/or the Combined Group that are or
may be deemed to be "forward-looking statements". All statements
other than statements of historical facts included in this
announcement, may be forward-looking statements. Forward-looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and
projections of CREI and API about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements.
The forward-looking statements contained in this announcement
include statements relating to the expected effects of the Merger
on CREI and API, the expected timing and scope of the Merger and
other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. Forward looking statements include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; and (ii) business and management
strategies and the expansion and growth of CREI's or API's or the
Combined Group's operations and potential synergies resulting from
the Merger.
Although CREI and API believe that the expectations reflected
in such forward-looking statements are reasonable, neither CREI nor
API can give assurance that such expectations will prove to be
correct. By their nature, forward-looking statements involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include,
but are not limited to: the ability to complete the Merger; the
ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other Conditions on the proposed terms;
changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future
exchange and interest rates; changes in tax rates; future business
combinations or disposals; changes in general economic and business
conditions; changes in the behaviour of other market participants;
the anticipated benefits from the Merger not being realised as a
result of changes in general economic and market conditions in the
countries in which CREI and API operate; weak, volatile or illiquid
capital and/or credit markets; changes in the degree of competition
in the geographic and business areas in which CREI and API operate;
and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results
to differ materially from those expected, estimated or projected in
the forward-looking statements. If any one or more of these risks
or uncertainties materialises or if any one or more of the
assumptions proves incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward-looking
statements should therefore be construed in the light of such
factors.
Neither CREI nor API, nor any of their respective associates
or directors, officers or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this announcement
will actually occur. Given the risks and uncertainties, you are
cautioned not to place any reliance on these forward-looking
statements. Other than in accordance with their legal or regulatory
obligations, neither CREI nor API is under any obligation, and each
of CREI and API expressly disclaim any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or
otherwise.
Disclosure requirements of
the Takeover 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 10th Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (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 one 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. A Dealing Disclosure by a person to
whom Rule 8.3(b) 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.
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 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 profit forecasts or
estimates
No
statement in this announcement is intended as a profit forecast or
profit estimate for any period and no statement in this
announcement should be interpreted to mean that earnings or
earnings per share for CREI or API for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share for CREI or
API.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede
them.
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 CREI's website
at www.custodianreit.com
and API's
website at 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.
Requesting hard copy
documents
In
accordance with Rule 30.3 of the Code, API Shareholders may request
a hard copy of this announcement (and any information incorporated
by reference in this announcement), free of charge, by contacting
Northern Trust during business hours on 01481 745001 (from within
the United Kingdom) and +44 (0) 1481 745001 (from outside the
United Kingdom) or by submitting a request in writing to The
Company Secretary, at team_api@ntrs.com. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the United Kingdom will be charged at the applicable international
rate. Lines will be open between 9.00 a.m. to 5.30 p.m., Monday to
Friday excluding public holidays in England and
Wales.
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Merger should be
in hard copy form.
Scheme
Process
In
accordance with Section 5 of Appendix 7 of the Code, API will
announce through a Regulatory Information Service key events in the
Scheme process including the outcomes of the API Meetings and the
Sanction Hearing.
Unless otherwise consented to by the Court and the Panel, any
modification or revision to the Scheme will be made no later than
the date which is 14 days prior to the API Meetings (or any later
date to which such meetings are adjourned). In accordance with
Section 11 of Appendix 7 of the Code, if the Scheme lapses or is
withdrawn all documents of title and other documents lodged will be
returned as soon as practicable and in any event within 14 days of
such lapsing or withdrawal.
Information relating to API
Shareholders
Please be aware that addresses, electronic addresses and
certain other information provided by API Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from API may be provided to CREI during the Offer
Period as required under Section 4 of Appendix 4 to the Code to
comply with Rule 2.11(c) of the Code.
Rule 2.9 of the Takeover
Code
For the purposes of Rule 2.9 of the Code, CREI confirms that,
as at the close of business on the Latest Practicable Date, it had
in issue 440,850,398 ordinary shares of one penny which carry
voting rights of one vote per share and are admitted to trading on
the London Stock Exchange with ISIN
GB00BJFLFT45.
For the purposes of Rule 2.9 of the Code, API confirms that,
as at the close of business on the Latest Practicable Date (being
30 January 2024), 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.