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
14 March
2024
abrdn Property Income Trust
Limited ("API")
Update on the recommended
all-share merger with Custodian Property Income REIT plc
("CREI")
Summary
Further to the announcement by the
API Board on 22 February 2024, the API Board provides an update
regarding its assessment of the recommended all-share merger with
CREI (the "CREI Merger")
and the possible all-share offer from Urban Logistics REIT plc
("Urban Logistics") (the
"ULR Possible Offer") in
the context of all of the strategic options available to
API:
· The
API Board has assessed the options available to API in detail with
its professional advisers and, where appropriate, with input from
API's investment manager.
· The
API Board continues to believe that there is a compelling strategic
and financial rationale for the CREI Merger, taking account of the
Combined Group's prospects, notwithstanding the volatility in the
CREI share price during the offer period.
· The
API Board welcomes Urban Logistics' interest in API and has
reviewed the ULR Possible Offer and an indicative alternative
structure proposed by Urban Logistics, but has confirmed to Urban
Logistics that it would not recommend either proposal to API
Shareholders, if a firm offer were made on the terms
proposed.
· The
API Board has also updated its assessment of a potential managed
wind-down ("Managed
Wind-Down"), which now appears more viable than at the time
of the Board's original review in light of increased visibility on
property market conditions, but remains subject to
risks relating to the quantum, value and timing of
proceeds and associated returns of capital.
· Accordingly, and for the
reasons outlined in this announcement, the API Board continues to believe that the CREI Merger
represents the best outcome for API Shareholders, and reiterates
its recommendation that API Shareholders vote in favour of the CREI
Merger.
· Nevertheless, the API Board has decided that, while it
continues to view a Managed Wind-Down as a less attractive option
for API Shareholders than the CREI Merger, it intends to pursue
such an option in the event that the CREI Merger is not approved by
the requisite majorities of API and CREI Shareholders.
· While
the API Board is keen to conclude this period of uncertainty for
API Shareholders, the API Directors intend to adjourn the API Court
Meeting and the API General Meeting which are currently convened
for 20 March 2024 by one week, to 27 March 2024, in order to
provide sufficient time for API Shareholders to assess the
information contained in this and other recent announcements, and
in light of the recent extension to the deadline for Urban
Logistics to confirm its intentions.
James Clifton-Brown, Chair of API, said:
"The API Board has reviewed in detail the options available to
API in the interests of all shareholders, including the competing
merger proposals from CREI and Urban Logistics as well as a
potential managed wind-down.
Having completed its comprehensive assessment, the API Board
continues to believe that the CREI Merger represents a
strategically consistent and significant enhancement to the status
quo for API Shareholders. The CREI Merger offers continued exposure
to a diversified, income-focused strategy as well as the growth
prospects of the enlarged portfolio. Furthermore, the CREI Merger
represents a premium to API's undisturbed share price and brings an
increase in dividends, full dividend cover and enhanced scale and
liquidity for API shareholders.
Accordingly, the API Board unanimously reaffirms its
recommendation that API Shareholders vote in favour of the CREI
Merger at the shareholder meetings which will now be held on 27
March."
Background
On 19 January 2024, the boards of
API and CREI announced that they had reached agreement on the terms
and conditions of a recommended all-share merger pursuant to which
CREI would acquire the entire issued and to be issued ordinary
share capital of API. 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 was
posted to API Shareholders on 1 February 2024 (the "Scheme Document").
On 20 February 2024, the API Board
confirmed that it had received an indicative proposal from
Urban Logistics regarding
a possible all-share offer for API on the terms set out in an
announcement published by Urban Logistics on the same date. On 22
February 2024, the API Board announced an adjournment of the API
Court Meeting and the API General Meeting from 28 February 2024 to
20 March 2024. The Panel subsequently
announced that Urban Logistics must by 5.00pm on 13 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 4 March 2024, CREI reaffirmed its
convictions that the CREI Merger was the optimal outcome for
shareholders in both API and CREI. On 13 March 2024, CREI announced
an update on the CREI Merger including an improvement in management
arrangements and fees for the Combined Group. As a result of this
update, the Panel announced an extension to the deadline by which
Urban Logistics must make clear its intentions in relation to API
to 5.00pm on 15 March 2024.
Review Process
As set out in the announcement under
Rule 2.7 of the Code (the "Announcement") published in connection
with the CREI Merger, the API Board elected to undertake 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. The review encompassed a wide range of
options including enhancements to the status quo, potential
mergers, a sale of the company for cash and a potential managed
wind-down, with the objective of delivering an uplift in value for
API Shareholders as well as (in the context of either a merger or
API remaining a standalone company) increased scale, share
liquidity, an enhanced and fully covered dividend and an improved
debt profile. The review also considered ongoing feedback from API
Shareholders.
The review resulted in the
announcement of the CREI Merger on 19 January 2024 and the
commencement of an offer period, during which any bona fide potential offerors for API
(such as Urban Logistics) became entitled under Rule 21.3 of the
Code to receive equivalent due diligence information, thereby
ensuring a level playing field for any potential competing offerors
for the benefit of API Shareholders.
As announced by the API Board on 22
February 2024, the purpose of adjourning the API Court Meeting and
the API General Meeting was to allow time for the API Board to
assess the ULR Possible Offer in the context of the CREI Merger and
the other options available to API, which included a Managed
Wind-Down, as well for Urban Logistics to complete its due
diligence and make a binding offer.
The API Board has now completed its
assessment of the options available to API, considering potential
shareholder returns in the context of deliverability and the
associated risks, rewards and uncertainties. The API Board has also
taken into account increased visibility on potential improvements
in property market conditions from future reductions in interest
rates, among other factors. In addition, the Board is mindful of
movements in the share prices of each of CREI since 19 January 2024
and Urban Logistics since 20 February 2024 and the prospects of
each company. The API Board has set out its conclusions
below.
CREI Merger
The views of the API Board on the
CREI Merger were set out in the sections entitled "Background to,
and reasons for, the Merger" and "Background to, and reasons for,
the API Directors' recommendation" in the Scheme Document. The API
Board stated that it was firmly of the view that a combination with
CREI represented an attractive opportunity for API Shareholders to
benefit from a premium to the prevailing API Share price, enhanced
share liquidity and an increase in dividend income on an expected
fully covered basis through continued participation in a
diversified yet differentiated REIT of greater scale.
The API Board recognises the
volatility in CREI's share price since the Announcement, as a
consequence of (among other things) the differential in the
undisturbed share price ratings between CREI and API, the arbitrage
between the look-through offer price and API's own share price, and
more recently the uncertainty arising from the ULR Possible Offer
and the API Board's review of the competing offers and other
strategic options.
Based on the Exchange Ratio of 0.78
new CREI Shares for each API Share, the CREI Merger currently
represents an implied offer price per API Share of:
· 60.5
pence based on the Closing Price per CREI Share on 13 March 2024
(being the Last Business Day prior to the date of this
announcement) of 77.5 pence, which represents a 25.9% premium to
the undisturbed API Share price of 48.0 pence on 18 January 2024;
and
· 57.2
pence based on the volume weighted average price per CREI Share
between 21 February 2024 (following the announcement of the ULR
Possible Offer) and 13 March 2024 of 73.3 pence, which represents a
19.1% premium to the undisturbed API Share price on 18 January
2024.
The Exchange Ratio was negotiated
extensively between API and CREI in light of the cumulative and
relative risks, rewards and financial effects of the CREI Merger
for each company's shareholders. The calculation of the ratio was
linked to the Rolled Forward Unaudited EPRA Net Tangible Asset
value ("NTA") of each of
CREI and API as at 31 December 2023 subject to reciprocal
adjustments (as set out in the "Sources and Bases of Information"
section of this announcement) which primarily related to a
conventional adjustment for the fair value of debt and derivatives,
reflecting the lower cost of CREI's debt and its longer duration
relative to API's.
Among the financial benefits of the
CREI Merger for API Shareholders is the 7.3% annualised uplift in
dividends for API Shareholders, which are expected to be fully
covered by earnings. The API Board also expects the Combined Group
to deliver continued earnings and dividend growth.
Finally, the API Board also notes
the announcements made by CREI on 4 March 2024, in which CREI
reaffirmed its conviction in the CREI Merger in detail, and on 13
March 2024, in which it announced that it had agreed with Custodian
Capital further amendments to the existing investment management
agreement between CREI and its investment manager, Custodian
Capital (the "Amended and Restated
Investment Management Agreement") for the benefit of all
shareholders in the Combined Group, including the removal of the
previously agreed two-year extension to the term of Custodian
Capital's appointment and the waiver of Custodian Capital's one-off
project fee.
The API Board continues to believe
that there is a compelling strategic and financial rationale for
the CREI Merger, taking account of the Combined Group's
prospects.
ULR Possible Offer
Urban Logistics announced the terms
of a possible all-share offer for API on 20
February 2024, following its initial due diligence pursuant to Rule
21.3 of the Code. Since 20 February 2024, the API Board and Urban
Logistics have engaged in further discussions regarding the terms
of the ULR Possible Offer and API and Urban Logistics have
conducted reciprocal due diligence.
The API Board welcomes the interest
in API from Urban Logistics and acknowledges the time and effort
that Urban Logistics has put into its proposals and in undertaking
due diligence. The API Board has considered Urban Logistics'
proposals and has studied its business in detail with its
advisers.
Based on Urban Logistics' proposed
exchange ratio of 0.469 new Urban Logistics shares for each API
share, and adjusting the Urban Logistics share prices downward for
the 2.45 pence special dividend payable to Urban Logistics
shareholders only, the ULR Possible Offer currently represents an
implied offer price per API Share of:
· 53.6
pence based on the Closing Price per Urban Logistics share on 13
March 2024 (being the Last Business Day prior to the date of this
announcement) of 116.8 pence, which represents an 11.7% premium to
the undisturbed API Share price of 48.0 pence on 18 January 2024;
and
· 54.1
pence based on the volume weighted average price per Urban
Logistics share between 21 February 2024 (following the
announcement of the ULR Possible Offer) and 13 March 2024 of 117.9
pence, which represents a 12.8% premium to the undisturbed API
Share price on 18 January 2024.
On 7 March 2024, Urban Logistics
privately reiterated its proposal to the API Board on the same
terms as originally announced. In parallel, Urban Logistics made a
further indicative, conceptual proposal (the "ULR Alternative Proposal") involving a
break-up of API, pursuant to which API's industrial and retail
warehouses portfolios ("Portfolio
1") would be acquired by Urban Logistics on a
share-for-share basis based on the original exchange ratio
multiplied by the pro rata share of API's portfolio represented by
Portfolio 1, and the remaining properties ("Portfolio 2") would remain within API,
with the intention that API should dispose of the properties and
return capital to API Shareholders. API's other assets and
liabilities would be apportioned between the two
portfolios.
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.
In assessing Urban Logistics'
interest, however, the Board has also taken account of a number of
drawbacks. The ULR Possible Offer would
result in a reduction in earnings and dividends for API
Shareholders (compared to both API standalone and especially the
CREI Merger), with dividends also being less regular and with lower
earnings cover compared to the CREI Merger. While the potential
earnings and dividend impact stems primarily from the lower rental
yield of Urban Logistics' portfolio, it also reflects a degree of
refinancing risk. Furthermore, the ULR Possible Offer currently
represents a discount to implied value of the CREI Merger. 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.
The API Board recognises that the
ULR Alternative Proposal represents a means of potentially
returning cash directly to API Shareholders. However, the API Board
is concerned that the ULR Alternative Proposal involves Urban
Logistics bilaterally acquiring for shares the most sought-after
and liquid of API's assets at an exchange ratio originally based on
a merger of the entire portfolios of API and Urban Logistics. As a
consequence, the API Board believes that API Shareholders would
lose out on value in respect of Portfolio 1 while remaining fully
exposed to the more significant risks associated with Portfolio 2
as a smaller and less liquid company. The ULR Alternative Proposal
would also be subject to greater execution risk and complexity,
thereby prolonging the period of uncertainty for API
Shareholders.
In light of these considerations,
the API Board has rejected both of Urban Logistics' proposals and
would not recommend either proposal to API Shareholders, if a firm
offer were made to API Shareholders on those terms on or prior to
the deadline set by the Panel.
Managed Wind-Down
Since the API Board's original
review of strategic options, conditions in the underlying property
market have improved moderately, reflecting a relatively resilient
economic performance (despite macroeconomic and geopolitical
uncertainties) and the prospect of interest rates being reduced. In
light of this, and the competing merger proposals from CREI and
Urban Logistics, the API Board has revisited in detail its
assessment of a Managed Wind-Down of the API portfolio as an
alternative to a merger, with the benefit of continued input from
API's investment manager as well as the API Board's financial, tax,
legal and property advisers.
With continued improvement in
underlying property markets, and given the discount to NTA at which
API has traded, the API Board believes that API would be able to
dispose of assets in the direct property market at materially
higher values than those implied by API's undisturbed and current
share prices, with the assets in sought-after sectors such as
industrials and logistics being the most liquid. However, 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;
the sectoral breakdown of the API portfolio, particularly its
office exposure; and the time taken to execute disposals, noting
the size and relative granularity of the API portfolio, and taking
into account the time value of money.
The API Board has reviewed a range
of detailed disposal scenarios over an illustrative aggregate
disposal period for the whole portfolio of 18-30 months, with
capital being returned to API Shareholders from Q3 2024. The API
Board has also considered the impact of: direct disposal costs
(estimated to be 1.25-1.5% of proceeds); management fees (subject
to any changes to maximise alignment with API Shareholders in this
context); certain fixed ongoing corporate costs (which would
gradually increase as a proportion of NTA); the gradual pay down of
the existing debt facility maturing in April 2026; and costs
associated with the review and implementation of strategic options
as well as the means of returning capital to API Shareholders in
future.
During the Managed Wind-Down, API
Shareholders would continue to receive dividend income, but this
income would diminish over time and would be materially lower than
that received in the context of a merger, especially with CREI,
which the API Board has factored into its comparative assessment.
The API Board would anticipate API returning capital proceeds to
API Shareholders through a combination of on-market share buybacks
and periodic returns of capital through other means (such as tender
offers or compulsory partial redemptions). The API Board
recognises, however, that the accrual of proceeds prior to
distribution may dilute shareholder returns. The API Board has also
taken account of the anticipated gradual reduction in the size of
API and hence the diminishing liquidity of its shares over the
implementation period, potentially impacting their valuation and
the ability of API Shareholders who wish to do so to realise their
investment prior to the completion of the Managed
Wind-Down.
One of the benefits of a Managed
Wind-Down, in the API Board's view, would be the ability of API
Shareholders to reinvest in larger and more liquid REITs of their
choice, if they wished to retain exposure to the sector. However,
in the expectation that disposals will partly be facilitated by
further improvements in market conditions, the API Board is mindful
of the likelihood of upward re-rating in the listed sector
generally, which would narrow the spread between the value of
proceeds received by API Shareholders from the Managed Wind-Down
and the value of potential redeployment opportunities within the
listed sector.
In summary, the API Board believes
that a Managed Wind-Down presents a viable strategic option for
API. However, the API Board is aware that many API Shareholders are
seeking continued exposure to UK commercial property in a
diversified format that generates an attractive ongoing dividend
yield. The API Board also notes that implementation of a Managed
Wind-Down would carry risks relating to the quantum, value and
timing of proceeds and returns of capital, and hence API
Shareholders' options for reinvestment.
Conclusion
The API Board has reviewed each of
the strategic options available to it in detail together with its
professional advisers and, where appropriate, API's investment
manager. It has also compared these options with the possibility of
API continuing as a standalone company. The API Board welcomes the
feedback it has received from shareholders, the reaffirmation of
CREI's conviction in the CREI Merger and the proposals from Urban
Logistics.
For each of the options, the API
Board has considered the potential returns for API Shareholders.
The API Board has considered the dividend income and potential
capital value or proceeds over a range of time periods, taking into
account the time value of money. In each case, these quantitative
considerations have been supplemented by an assessment of the
deliverability, risks, rewards and uncertainties.
Following its review, and for the
reasons outlined in this announcement, the API Board continues to
believe that the CREI Merger represents the best outcome for API
Shareholders, and reiterates its unanimous recommendation that API
Shareholders vote in favour of the CREI Merger.
The API Board believes that the CREI
Merger is a strategically consistent but significant enhancement of
the status quo for API Shareholders. The CREI Merger offers
continued exposure to a diversified, income-focused strategy.
Furthermore, the CREI Merger represents a premium to the
undisturbed share price and brings an increase in dividends, full
dividend cover and enhanced scale and liquidity. In addition, the
API Board notes that in exchanging their API Shares for new CREI
Shares, API Shareholders stand to benefit from continued exposure
to the enlarged portfolio and its growth prospects, as opposed to
crystallising their position through an exit in cash.
The API Board also wishes to clarify
that while it continues to view a Managed Wind-Down as a less
attractive option for API Shareholders than the CREI Merger, it
intends to pursue this option in the event that the CREI Merger is
not approved by the requisite majorities of API and CREI
Shareholders, recognising the challenges that API would continue to
face as a standalone company. More information on this process
would be set out at the appropriate time and following the
conclusion of the current offer period, building upon the work
already undertaken by the API Board, API's investment manager and
API's advisers.
Recommendation
The API Directors, who have been so
advised by Lazard & Co., Limited as to the financial terms of
the CREI Merger, consider the terms of the CREI 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. Lazard is providing independent financial advice to the
API
Directors for the purposes of Rule 3
of the Takeover Code.
Accordingly, the API Directors
recommend unanimously that Scheme Shareholders 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 have irrevocably undertaken to do in
respect of their own beneficial holdings of, in aggregate, 295,092
API Shares (representing approximately 0.08 per cent. of the API's
total issued ordinary share capital as at the close of business on
the Latest Practicable Date), as more fully described in paragraph
7.1 of Part X of the Scheme Document.
Adjournment of API Court Meeting and API General
Meeting
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 27 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.
Forms of Proxy in respect of the API Court Meeting and the API
General Meeting should therefore now be returned so as to be
received as soon as possible and in any event not later
than:
· 10:00
a.m. on 25 March 2024 in respect of the API Court Meeting;
and
· 10:15
a.m. on 25 March 2024 in respect of the API General
Meeting.
Accordingly, the API Directors
recommend that API Shareholders do not attend the API Court Meeting
and the API General Meeting on 20 March 2024.
API Shareholders who have already
submitted Forms of Proxy for the API Court Meeting and the API
General Meeting and do not wish to change their voting
instructions, do not need to take any further action as their Forms
of Proxy will continue to be valid in respect of the API Court
Meeting and the API General Meeting.
API Shareholders who have submitted
Forms of Proxy for the API Court Meeting and / or the API General
Meeting and who now wish to change their voting instructions,
should contact API's registrar, Computershare, on +44 (0)370 707
4040. Calls are charged at the standard geographical rate and will
vary by provider. Calls from outside of the United
Kingdom will be charged at the applicable international rate.
Lines will be open between 8.30 a.m. to 5:30 p.m., Monday to Friday
excluding public holidays in England and Wales.
Computershare cannot provide any financial, legal or tax advice and
calls may be monitored for security and training
purposes.
API Shareholders are also reminded
that completion and return of a Form of Proxy, or the appointment
of a proxy electronically using CREST, will not prevent them from
voting at the API Court Meeting or the API General Meeting in
person. Please refer to the Scheme Document for further
information.
Conditions 2(a)(ii) and 2(b)(ii) to
the CREI Merger set out in the Scheme Document state that the CREI
Merger is conditional on the API Court Meeting and the API General
Meeting being held on or before the 22nd day after the expected
date of the API Court Meeting and API General Meeting set out in
the Scheme Document (or such later date (if any) as may be agreed
between CREI and API with the consent of the Panel and (if
required) that the Court may allow (the "API Meeting Long Stop Date
Conditions"). CREI has agreed with API, and received consent from
the Panel, to a later long stop date for the API Court Meeting and
the API General Meeting to be held, for the purposes of the API
Meeting Long Stop Date Conditions in the Scheme Document, such date
being the 22nd day after the reconvened dates for the API Court
Meeting and API General Meeting referred to above.
Timetable Update
An updated expected timetable for
the CREI Merger is set out below.
Event
|
Time and/or date
(2024)
|
Latest time for lodging Forms of Proxy for
the:
|
|
API Court Meeting (BLUE
form)
|
10.00
a.m. on 25 March(1)
|
API General Meeting (WHITE
form)
|
10.15
a.m. on 25 March(2)
|
Voting Record Time for the API Court
Meeting and the API General Meeting
|
6.00 p.m.
on 25 March(3)
|
API
Court Meeting
|
10.00
a.m. on 27 March
|
API
General Meeting
|
10.15
a.m. on 27 March(4)
|
_______________________
(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.
General
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 Urban Logistics.
Enquiries:
abrdn Property Income Trust Limited
James Clifton-Brown
(Chair)
|
via Winterflood or
H/Advisors Maitland
|
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
|
Sources and Bases of
Information
1. All share price data is
sourced from FactSet and Bloomberg data as at the applicable
date
2. "Undisturbed" share prices
for each of API and CREI are as at 18 January 2024, and for Urban
Logistics as at 20 February 2024
3. "Current" share prices for
each of API, CREI and Urban Logistics are as at 13 March
2024
4. Unless otherwise stated,
all other financial information relating to the CREI Merger is as
set out in the Announcement and Scheme Document
5. The breakdown of the
aggregate net adjustment of 6.8% of NTA in arriving at the fixed
Exchange Ratio for the CREI Merger is as follows:
i. post balance sheet asset
disposals, representing 0.3% of the aggregate net
adjustment;
ii. the fair value of each
company's debt and derivatives, representing 3.6% of the aggregate
net adjustment;
iii. the relative levels of dividend
cover between the two companies, representing 1.5% of the aggregate
net adjustment, reflecting the fact that CREI pays a fully covered
dividend and API an uncovered dividend; and
iv. the costs expected to be
incurred by each party in connection with the CREI Merger,
representing 1.4% of the aggregate net adjustment, reflecting the
higher burden of costs (including IMA termination and the waiver of
debt change-of-control provisions) as a percentage of NTA relative
to CREI for API as the smaller company.
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 by
Urban Logistics.
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.