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 ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR
IMMEDIATE RELEASE
22 February
2024
abrdn Property Income Trust
Limited
Adjournment of Court Meeting
and General Meeting
Introduction
On 19 January 2024, the boards
of abrdn Property Income Trust Limited ("API") and Custodian Property Income
REIT PLC ("CREI") 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 ordinary share capital of API,
to be effected by means of a Court-sanctioned scheme of arrangement
of API under Part VIII of the Companies Law (the "CREI Merger").
The scheme document containing,
among other things, the full terms and conditions of the CREI
Merger, the notices of the API Court Meeting and the API General
Meeting, each convened for 28 February 2024, and details of the
actions to be taken by API Shareholders, was posted to API
Shareholders on 1 February 2024 (the "Scheme Document").
On 20 February 2024, the board of
API confirmed that it had received an
indicative proposal from Urban Logistics
REIT plc ("Urban Logistics") regarding a possible all-share offer for API on the terms set
out in an announcement published by Urban Logistics earlier that
day (the "Possible
Offer").
Adjournment of API Court Meeting and API General
Meeting
The API Board is assessing the
Possible Offer in the context of the CREI Merger and the other
options available to API. To allow time for the API Board to make
this assessment and for Urban Logistics to complete its due
diligence and make a binding proposal, the API Board intends to
adjourn the API Court Meeting and the API General Meeting which
were originally convened for 28 February 2024.
A further announcement will be made
by the API Board in due course, updating API Shareholders on the
Board's assessment. In the meantime, API Shareholders are advised
to take no action in relation to the Possible Offer from Urban
Logistics.
In accordance with Section 4(c) of
Appendix 7 of the Takeover 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 will be made by Urban Logistics.
In view of these developments, the
API Board recommends that API Shareholders do not attend the API
Court Meeting and the API General Meeting on 28 February
2024.
Notices of the API Court Meeting and
the API General Meeting are contained in Part XII and Part XIII
respectively of the Scheme Document.
The API Board intends to adjourn the
API Court Meeting and the API General Meeting so as to be
reconvened and held on 20 March 2024 at 10.00 a.m. and 10.15 a.m.
(or as soon thereafter as the API Court Meeting concludes or is
further adjourned), respectively, at the offices of Addleshaw
Goddard LLP, Milton Gate, 60 Chiswell Street, London EC1Y 4AG. In
accordance with the API Articles, no new notice in respect of the
API Court Meeting or the API General Meeting will be sent to
shareholders. Further details of the revised timetable will
be set out by the API Board in due course.
Capitalised terms in this
announcement, unless otherwise defined, have the same meaning as
set out in the Scheme Document, a copy of which is available on
API's website at www.abrdnpit.co.uk.
All references to times in this announcement are
to London time unless otherwise stated.
This announcement has been made
without the consent of CREI and 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
|
H/Advisors Maitland (Communications Adviser to
API)
James Benjamin
|
+44 20 7379 5151
|
Important
notices
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or solicitation of any offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to this announcement or
otherwise. There can be no certainty that an offer will be made 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.
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.