NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO
SO WOULD BE UNLAWFUL
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE
AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7
OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR
IMMEDIATE RELEASE
20 February
2024
abrdn Property Income Trust Limited
Statement regarding proposal from Urban Logistics REIT
plc
The Board of abrdn Property Income Trust Limited
(“API”) notes the announcement by Urban Logistics
REIT plc (“Urban Logistics”) and confirms that on
16 February 2024 it received an indicative proposal from Urban
Logistics regarding a possible all-share offer for API on the terms
set out in the Urban Logistics announcement (the
“Proposal”).
The Proposal follows a period of preliminary due diligence by Urban
Logistics pursuant to Rule 21.3 of the Code, following the
announcement of the recommended all-share merger of API and
Custodian Property Income REIT plc on 19 January 2024.
In accordance with Section 4(c) of Appendix 7 of the Code, the
Panel on Takeovers and Mergers will announce the deadline by which
Urban Logistics must clarify its intentions in relation to API.
There can be no certainty that a firm offer by Urban Logistics will
be made.
A further announcement will be made by the Board of API in due
course. In the meantime, API shareholders are advised to take no
action in relation to the possible offer from Urban
Logistics.
This announcement has been made without the consent of Urban
Logistics.
Enquiries:
Lazard (Financial Adviser to API)
Patrick Long
Jolyon Coates
|
+44 20 7187 2000
|
Winterflood (Corporate Broker to API)
Neil Langford
|
+44 20 3100 0160
|
Important
notices
This is an announcement under Rule 2.4 of the UK Takeover Code
(the "Code") and does not constitute an announcement of a firm
intention to make an offer under Rule 2.7 of the Code. This
announcement is not intended to, and does not, constitute or form
part of any offer, invitation or solicitation of any offer to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to this announcement or
otherwise. There can be no certainty that an offer will be made nor
as to the terms on which any offer might be made.
The release, publication or distribution of this announcement
in jurisdictions outside the United Kingdom may be restricted by
law and therefore persons into whose possession this announcement
comes should inform themselves about, and observe such
restrictions. Any failure to comply with such restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Lazard & Co., Limited ("Lazard"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting exclusively as financial adviser to API and no one else
in connection with the matters set out in this Announcement and
will not be responsible to anyone other than API for providing the
protections afforded to clients of Lazard nor for providing advice
in relation to the matters set out in this Announcement. Neither
Lazard nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Lazard in connection with this
Announcement, any statement contained herein or
otherwise.
Winterflood Securities Limited ("Winterflood"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for API and no-one else in connection with
the matters set out in this Announcement and will not be
responsible to anyone other than API for providing the protections
afforded to customers of Winterflood or for providing advice in
relation to the matters set out in this Announcement. Neither
Winterflood nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Winterflood in connection with this
Announcement, any statement contained herein or
otherwise.
Publication on a
website
In
accordance with Rule 26.1 of the Takeover Code, a copy of this
Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on and API's website at www.abrdnpit.co.uk
by no later than
12 noon (London time) on the first business day following the date
of this Announcement.
For the avoidance of doubt, neither the contents of these
websites nor the contents of any websites accessible from any
hyperlinks is incorporated into or forms part of this
Announcement.
Rule 2.9 of the Takeover
Code
For
the purposes of Rule 2.9 of the Takeover Code, API confirms that,
as at the close of business on 19 February 2024 (being the last
business day before the date of this Announcement), it had in issue
381,218,977 ordinary shares of one penny each (excluding any shares
held as treasury shares) which carry voting rights of one vote per
share and are admitted to trading on the London Stock Exchange with
ISIN GB0033875286.
Disclosure requirements of
the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1 per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first
identified.
An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 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 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.