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 announcement is an
advertisement for the purposes of the Prospectus Regulation
Rules of the UK Financial Conduct Authority ("FCA") and
does not constitute a prospectus or prospectus equivalent
document. Investors should not make any investment decision in
relation to the New CREI Shares except on the basis of the Scheme
Document and the Combined Circular and
Prospectus.
1 February 2024
Custodian Property Income
REIT PLC
(the
"Company" or "CREI")
Publication of Combined
Circular and Prospectus and Notice of General
Meeting
Further to the announcement
on 19 January 2024, regarding the proposed recommended
all-share merger of abrdn Property Income Trust Limited
("API") with CREI (the
"Rule 2.7 Announcement"),
CREI is pleased to announce that it will today publish its Combined
Circular and Prospectus. The Combined Circular and
Prospectus will be available, subject to certain access
restrictions, on the Company's website (https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/),
at the Company's registered office at 1 New Walk Place, Leicester,
LE1 6RU, and at the National Storage Mechanism
via https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Combined Circular and
Prospectus incorporates the Notice of General Meeting to be held at
the offices of Deutsche Numis, 45 Gresham Street, London EC2V
7BF at 9.30 a.m. on 27 February 2024 and is expected to be posted
to CREI Shareholders shortly.
As separately announced by API, API
will today publish 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.
CREI notes that copies of the
Combined Circular and Prospectus and the Scheme Document are
expected to be made available to API Scheme
Shareholders.
The expected timetable of principal
events is as follows:
Publication of the Combined Circular
and Prospectus and Scheme Document
|
1 February
2024
|
Latest time and date for receipt of forms of proxy for the
CREI General Meeting
|
9.30 a.m. on 23
February 2024
|
CREI General Meeting
|
9.30 a.m.
on 27 February 2024
|
API Court Meeting
|
10.00 a.m.
on 28 February 2024
|
API General Meeting
|
10.15 a.m.
on 28 February 2024
|
FOR
FURTHER INFORMATION, PLEASE CONTACT:
Custodian Property Income REIT plc (CREI)
David MacLellan (Chair)
|
Via
Deutsche Numis
|
|
|
Custodian Capital Limited
|
Tel: +44
(0)116 240 8740
|
Richard Shepherd-Cross / Ed Moore /
Ian Mattioli MBE
|
www.custodiancapital.com
|
|
|
Deutsche Numis (Financial Adviser, Sponsor and Corporate
Broker to CREI)
Nathan Brown
Stuart Ord
Alexander Kladov
George Shiel
|
+44 20
7260 1000
|
FTI Consulting (Financial PR Adviser
to CREI)
Richard Sunderland
Andrew Davis
Oliver
Parsons
|
+44 20
3727 1000
|
All references in this announcement to times are to times in London (unless otherwise stated).
The Combined Circular and
Prospectus (and Scheme Document) will shortly be made
available on the Company's website
https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/.
Copies of the Combined Circular and Prospectus will be
available from the registered office of CREI at 1 New Walk Place,
Leicester, LE1 6RU from the date of its publication until Admission
free of charge. A copy of the Combined Circular and Prospectus has
also been submitted to https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used in this
announcement have the meanings given to them in the Combined
Circular and Prospectus.
The Company's LEI is:
2138001BOD1J5XK1CX76.
Important 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.
Numis Securities Limited (which
is trading for these purposes as Deutsche Numis), which is
authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for CREI and for no one else in
connection with the Merger and/or any other matter referred to in
this Announcement and will neither regard any other person as its
client nor be responsible to anyone other than CREI for providing
the protections afforded to its clients or for providing advice in
connection with the Merger, the contents of this Announcement, or
any other matters referred to in this Announcement. Neither
Deutsche Numis nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in
connection with this Announcement, any statement or other matter or
arrangement referred to herein or otherwise.
CREI has prepared the
Combined Circular and Prospectus to be
distributed to CREI Shareholders and which will be available on
CREI's website at
https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/
and on API's website at https://www.abrdnpit.co.uk/en-gb/merger.
CREI urges CREI Shareholders to read the Combined Circular and
Prospectus when it becomes available as it contains important
information relating to the Proposals. Any approval, decision or
other response to the Proposals should be made only on the basis of
the information in the Combined Circular and Prospectus. CREI
Shareholders are also strongly advised to read the Scheme Document
which will shortly be available on API's website
at https://www.abrdnpit.co.uk/en-gb/merger.
API has prepared the Scheme Document
to be distributed to API Shareholders. API and CREI urge API
Shareholders to read the Scheme Document carefully as it contains
important information relating to the Merger. API Shareholders are
also advised to read the Combined Circular and Prospectus, which
will be available on CREI'S website at CREI's website
at https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/,
as it will contain important information relating
to the New CREI Shares. Any vote, decision in respect of or other
response to the Merger (or the Scheme, if applicable) should only
be made on the basis of the information contained in the Scheme
Document and Combined Circular and Prospectus each API
Shareholder is urged to consult its independent professional
advisers immediately regarding the tax consequences of the Merger
applicable to them.
This announcement does not
constitute a prospectus or prospectus equivalent document. The
New CREI Shares to be issued pursuant to the Merger are not being
offered to the public by means of this announcement. The Merger
will be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange and
the FCA.
Overseas Shareholders
This announcement has been prepared
in accordance with, and for the purpose of complying with, the laws
of England and Wales, Guernsey law, the Takeover 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
England.
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. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document.
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.
The Merger will be subject to the
applicable requirements of the Takeover Code, the Panel, the
Listing Rules and the London Stock Exchange.
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.
Requesting hard copy documents
In accordance with Rule 30.3 of the
Code, a person so entitled may request a copy of the Combined
Circular and Prospectus (and any information incorporated into it
by reference to another source) in hard copy form free of charge.
For persons who have received a copy of the Combined Circular and
Prospectus in electronic form or via a website notification, a hard
copy of the Combined Circular and Prospectus will not be sent to
you unless you have previously notified the Registrar that you
would like to receive all documents in hard copy form or unless
requested in accordance with the procedure set out
below.
If you would like to request a hard
copy of the Combined Circular and Prospectus please contact CREI's
Registrar, Link Group, at Unit 10, Central Square, 29 Wellington
Street, Leeds LS1 4DL or on +44 0371 664 0300. Calls are charged at
the standard geographic rate and will vary by provider. Calls
outside the UK will be charged at the applicable international
rate. The Registrar is open between 9.00 a.m. - 5.30 p.m.,
Monday to Friday (excluding public holidays in the UK).
Alternatively, you can email your request to
shareholderenquiries@linkgroup.co.uk.
Publication on websites
A copy of this document (together
with any document incorporated by reference) and the documents
required to be published pursuant to Rule 26 of the Takeover Code
will be made available, free of charge, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on API's website at https://www.abrdnpit.co.uk/en-gb/merger and
on CREI's website at https://custodianreit.com/proposed-all-share-merger-with-abrdn-property-income-trust-limited/
by no later than 12
pm (London time) on the date following the publication of
this document.
Save as expressly referred to in
this document, neither the contents of these websites nor the
content of any other website accessible from hyperlinks on such
websites is incorporated into, or forms part of, this
document.
- Ends -