Publication of Scheme Document
Summary by AI BETAClose X
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 OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
20 February 2026
RECOMMENDED CASH AND SHARE OFFER FOR
LIFE SCIENCE REIT PLC
by
THE BRITISH LAND COMPANY PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Publication of Scheme Document
On 28 January 2026, the boards of Life Science REIT plc ("Life Science REIT") and The British Land Company PLC ("British Land") announced that they had reached agreement on the terms and conditions of a recommended cash and share offer by British Land for the entire issued and to be issued share capital of Life Science REIT. The Acquisition is to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below).
Publication of the Scheme Document
The board of Life Science REIT is pleased to announce the publication of a circular relating to the Scheme (the "Scheme Document") setting out, amongst other things, the full terms and conditions of the Scheme, a letter from the Chair of Life Science REIT, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting, valuation reports in respect of Life Science REIT's and British Land's property portfolios pursuant to Rule 29 of the City Code on Takeover and Mergers and details of the actions to be taken by Life Science REIT Shareholders, together with Forms of Proxy for the Court Meeting and the General Meeting.
Copies of this Announcement and the Scheme Document will be made available on the Company's website at https://disclaimer.lifesciencereit.co.uk/offer-for-the-company and on British Land's website at https://www.britishland.com/investors/offer-for-life-science-REIT during the period from the date on which the Scheme Document is published up to and including the Effective Date (or the date on which the Scheme lapses). The contents of Life Science REIT's and British Land's websites are not incorporated into, and do not form part of, this Announcement.
A copy of the Scheme Document (together with copies of any related documents which are required to be so filed) will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Notices of the Court Meeting and General Meeting and Actions Required
As further described in the Scheme Document, the Scheme requires the approval of a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting (either in person or by proxy), representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders. Implementation of the Scheme will also require approval by the requisite majority of the Resolution relating to the Acquisition to be proposed at the General Meeting.
Notices convening the Court Meeting and General Meeting for 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Court Meeting concludes or is adjourned), respectively, on 19 March 2026 to be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London, SE1 2AU are set out in the Scheme Document. Personalised Forms of Proxy for use at such meetings are enclosed with the Scheme Document.
IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST (WHETHER IN PERSON OR BY PROXY) SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION. WHETHER OR NOT YOU INTEND TO ATTEND THE MEETINGS, YOU ARE THEREFORE STRONGLY ENCOURAGED TO SIGN AND RETURN YOUR FORMS OF PROXY BY POST OR APPOINT A PROXY ELECTRONICALLY VIA THE INVESTOR CENTRE APP OR AT HTTPS://UK.INVESTORCENTRE.MPMS.MUFG.COM/, THROUGH CREST OR (FOR INSTITUTIONAL INVESTORS) VIA THE PROXYMITY PLATFORM AS SOON AS POSSIBLE, BUT IN ANY EVENT SO AS TO BE RECEIVED BY MUFG CORPORATE MARKETS NOT LATER THAN 10.00 A.M. ON 17 MARCH 2026 IN THE CASE OF THE COURT MEETING AND NOT LATER THAN 10.15 A.M. ON 17 MARCH 2026 IN THE CASE OF THE GENERAL MEETING OR, IN THE CASE OF ANY ADJOURNMENT, NOT LATER THAN 48 HOURS BEFORE THE TIME FIXED FOR THE ADJOURNED MEETING (EXCLUDING ANY PART OF SUCH 48 HOUR PERIOD FALLING ON A NON-WORKING DAY).
Recommendation
The Life Science REIT Directors, who have been so advised by Panmure Liberum as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Life Science REIT Directors, Panmure Liberum has taken into account the commercial assessments of the Life Science REIT Directors. Panmure Liberum is providing independent financial advice to the Life Science REIT Directors for the purposes of Rule 3 of the Code.
Accordingly, the Life Science REIT Directors unanimously recommend that Life Science REIT Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such offer), as the Life Science REIT Directors or their close relatives (where relevant) have irrevocably undertaken to do in respect of their own beneficial holdings of Life Science REIT Shares which amount, in aggregate, to 100,342 Life Science REIT Shares, representing approximately 0.03 per cent. of the issued share capital of Life Science REIT as at the Latest Practicable Date.
Shareholders should read carefully the whole of the Scheme Document (including any documents incorporated into the Scheme Document by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. Each of these documents contains important information relating to the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Document.
Expected timetable
|
Event |
Time and/or date |
|
Date of publication of the Scheme Document |
20 February 2026 |
|
Latest time for lodging Forms of Proxy or submitting proxy instructions |
|
|
Court Meeting (blue Form of Proxy) |
10.00 a.m. on 17 March 20262 |
|
General Meeting (white Form of Proxy) |
10.15 a.m. on 17 March 20263 |
|
Voting Record Time |
6.30 p.m. on 17 March 20264 |
|
Court Meeting |
10.00 a.m. on 19 March 20265 |
|
General Meeting |
10.15 a.m. on 19 March 20265 |
|
The following dates and times associated with the Scheme are indicative only and subject to change. Life Science REIT will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Life Science REIT's website at www.lifesciencereit.co.uk. See also note (1). |
|
|
Court hearing to sanction the Scheme |
16 April 2026 |
|
Last day for dealings in, and for registration of |
17 April 20266 |
|
Scheme Record Time |
6.00 p.m. on 17 April 2026 |
|
Suspension of listing of Life Science REIT Shares on the Official List, |
by 7.30 a.m. on 20 April 2026 |
|
Effective Date |
20 April 20267 |
|
New British Land Shares issued to Life Science REIT Shareholders |
8.00 a.m. on 21 April 2026 |
|
Admission and commencement of dealings in New British Land Shares |
8.00 a.m. on 21 April 2026 |
|
Cancellation of listing of, and trading in, Life Science REIT Shares |
by 8.00 a.m. on 21 April 2026 |
|
CREST accounts of Life Science REIT Shareholders credited with New British Land Shares |
on or as soon as possible after 8:00 a.m. on 21 April 2026 but not later than 14 days after the Effective Date |
|
Fractional entitlements to New British Land Shares aggregated and sold in the market |
as soon as practicable after the Effective Date |
|
CREST accounts of Life Science REIT Shareholders credited with |
within 14 days after the Effective Date |
|
Dispatch of cheques in respect of cash consideration and |
within 14 days after the Effective Date |
|
Net cash proceeds from sale of fractional entitlements to |
within 14 days after the Effective Date |
|
Long-Stop Date |
11.59 p.m. on 31 July 20268 |
All references to time throughout this Announcement are to London time.
Notes:
(1) These times and dates are indicative only and will depend, inter alia, on the date on which the Conditions are satisfied or, if capable of waiver, waived and on the date upon which the Court sanctions the Scheme. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Life Science REIT Shareholders by announcement through a Regulatory Information Service and on the London Stock Exchange website: www.londonstockexchange.com and, if required by the Panel, posting notice(s) of the change(s) to Life Science REIT Shareholders and persons so entitled. All Scheme Shareholders have the right to attend the Court Sanction Hearing.
(2) It is requested that blue Forms of Proxy for the Court Meeting be lodged by 10.00 a.m. on 17 March 2026 or, if the Court Meeting is adjourned, by no later than 48 hours prior to the time fixed for the adjourned Court Meeting (excluding any part of such 48-hour period falling on a non-working day in the UK). Blue Forms of Proxy not so lodged can be handed to the Chair of the Court Meeting (or a representative of MUFG Corporate Markets on the Chair's behalf) at the start of the Court Meeting or any adjournment thereof.
(3) In order to be valid, white Forms of Proxy for the General Meeting must be received by MUFG Corporate Markets by 10.15 a.m. on 17 March 2026 or, if the General Meeting is adjourned, 48 hours prior to the time appointed for the adjourned General Meeting (excluding any part of such 48-hour period falling on a non-working day in the UK). If the white Form of Proxy is not lodged by the relevant time, it will be invalid.
(4) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time of the adjourned meeting(s) will be 6.30 p.m. on the day which is two Business Days before the date of such adjourned Meeting.
(5) The General Meeting will commence at 10.15 a.m. on the day of the Court Meeting or as soon thereafter as the Court Meeting has been concluded or adjourned.
(6) Life Science REIT Shares will be disabled in CREST from 5.00 p.m. on such date.
(7) The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies. This is expected to occur following the Scheme Record Time and after the suspension of trading in Life Science REIT Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.
(8) This is the latest date by which the Scheme may become Effective. The Long-Stop Date may be extended to such later date as may be agreed in writing by British Land and Life Science REIT (with the consent of the Panel, if required) or as directed by the Panel, and in each case as the Court may approve (if such approval is required).
Shareholder Helpline
If you have any questions about this Announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to submit your proxies electronically via the Investor Centre app or at https://uk.investorcentre.mpms.mufg.com/, through CREST or (for institutional investors) via the Proxymity platform or to complete the Forms of Proxy, please call Life Science REIT's registrar, MUFG Corporate Markets, on +44 (0) 371 664 0321. Lines are open from 9.00 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). 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. Alternatively, you can email MUFG Corporate Markets at shareholderenquiries@cm.mpms.mufg.com. Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice, or provide advice on the merits of the Acquisition or the Scheme, and calls may be recorded and monitored for security and training purposes.
Enquiries:
British Land
Jonty McNuff (Investors) +44 (0)7931 684 272
Harriet Scott (Media) +44(0)7977 572 190
Charlotte Whitley (Media) +44 (0)7887 802 535
UBS (Financial Adviser to British Land) +44 (0)20 7567 8000
Fergus Horrobin
Jonathan Retter
Sandip Dhillon
Aadhar Patel
FGS Global (PR Adviser to British Land) +44 (0)20 7251 3801
Oli Sherwood
Guy Lamming
Life Science REIT via Panmure Liberum
Claire Boyle, Chair
Panmure Liberum (Financial Adviser to Life Science REIT) +44 (0)20 3100 2000
Investment Banking:
Tom Scrivens
Chris Clarke
Alex Collins
Ashwin Kohli
M&A:
Tim Medak
Herbert Smith Freehills Kramer LLP is acting as legal adviser to British Land in connection with the Acquisition.
Gowling WLG (UK) LLP is acting as legal adviser to Life Science REIT in connection with the Acquisition.
Notices
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively as financial adviser and Rule 3 adviser to Life Science REIT and no one else in connection with the matters referred to in this Announcement or any other matter or arrangement set out in this Announcement. Panmure Liberum will not regard any other person as its client in connection with the Acquisition or any other matter or arrangement set out in this Announcement and will not be responsible to anyone other than Life Science REIT for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement. Neither Panmure Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with the Acquisition, this Announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Panmure Liberum as to the contents of this Announcement.
UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the FCA and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as financial adviser to British Land and no one else in connection with the matters set out in this Announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.
In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Panmure Liberum and its affiliates and UBS and its affiliates will each continue to act as exempt principal trader in British Land and Life Science REIT securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
Overseas Shareholders
The availability of New British Land Shares (and the ability of persons to hold such shares) in, and the release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. Any persons who are not resident in the United Kingdom, or who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction to vote their Life Science REIT Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by British Land or required by the Code, and permitted by applicable law and regulation, the New British Land Shares to be issued pursuant to the Acquisition to Life Science REIT Shareholders will not be made available, 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 Acquisition by any such use, means, instrumentality or form (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition 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 or any other jurisdiction where to do so would constitute a violation of the laws of, or require registration thereof in, that jurisdiction. Persons (including without limitation nominees, trustees and custodians) receiving this Announcement or any formal documentation relating to the Acquisition must not mail or otherwise forward, distribute or send such documents in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition 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, into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission 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 will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.
The availability of New British Land Shares pursuant to the Acquisition to Life Science REIT Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Life Science REIT Shareholders who are in any doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. The statements contained in this Announcement are not to be construed as legal, business, financial or tax advice.
Notes to US Investors in Life Science REIT
Life Science REIT Shareholders in the United States should note that the Acquisition relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. If, in the future, British Land exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable United States securities laws and regulations, including any applicable exemptions under the US Securities Act or US Exchange Act. Any such Takeover Offer would be made in the United States by British Land and no one else.
Financial information included in this Announcement has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
Life Science REIT and British Land are each organised under the laws of England and Wales. It may be difficult for US holders of Life Science REIT Shares to enforce their rights and any claim arising out of US federal laws, since Life Science REIT and British Land are located outside of the United States, and some or all of their officers and directors may be residents of countries other than the United States. It may not be possible to sue Life Science REIT, British Land or any of their officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Life Science REIT, British Land or their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.
In accordance with the Code, normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, British Land or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Life Science REIT Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
The receipt of cash and New British Land Shares by a US holder of Life Science REIT Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local income, franchise or transfer, as well as foreign and other, tax laws and such consequences, if any, are not described herein. Each Life Science REIT Shareholder (including US holders) is urged to consult its independent professional advisers immediately regarding the legal, tax and financial consequences of the Acquisition applicable to them.
This Announcement does not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities in the United States.
Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved the Acquisition, passed upon the fairness of the Acquisition, or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
Notes regarding New British Land Shares
The New British Land Shares have not been and will not be registered under the US Securities Act, or under the relevant securities laws of any state, territory or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. It is expected that the New British Land Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. For the purpose of qualifying for the exemption provided by Section 3(a)(10) of the US Securities Act, Life Science REIT will advise the Court that its sanctioning of the Scheme will be relied on by British Land for the purposes of a Section 3(a)(10) exemption following a hearing on the fairness of the Scheme to Life Science REIT Shareholders.
The New British Land Shares to be issued pursuant to the Scheme have not been and will not be registered under the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New British Land Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission.
Accordingly, the New British Land Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).
Important Information
This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of an offer or invitation to purchase or 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 Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Life Science REIT or British Land in any jurisdiction, in contravention of applicable laws. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) which, together with the accompanying Forms of Proxy (or forms of acceptance, if applicable), contain (or will contain) the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision by Life Science REIT Shareholders in respect of, or other response to, the Acquisition (including any vote in respect of the approval of the Scheme at the Court Meeting or the Resolution at the General Meeting), should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). Life Science REIT and British Land urge Life Science REIT Shareholders to read the Scheme Document carefully as it contains important information relating to the Acquisition, the New British Land Shares and the Enlarged Group.
The statements contained in this Announcement are made as at the date of this Announcement and unless some other time is specified in relation to them, 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, if not, from another appropriately authorised independent financial adviser.
No person has been authorised to make any representations on behalf of any member of the Life Science REIT Group or the British Land Group concerning the Acquisition which are inconsistent with the statements contained in this Announcement and such representations, if made, may not be relied upon as having been so authorised by Life Science REIT, British Land, the Life Science REIT Directors, the British Land Directors, UBS, Panmure Liberum or any other person involved in the Acquisition.
Cautionary note on Forward-Looking Statements
This Announcement (including information incorporated by reference into this Announcement), oral statements made regarding the Acquisition and other information published by Life Science REIT and British Land contain statements which are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts; they are prospective in nature, based on current expectations and projections about future events and circumstances, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. The forward-looking statements contained in this Announcement may include statements relating to British Land's and Life Science REIT's financial condition, operations, businesses, plans, objectives and expected performance, the expected effects of the Acquisition on British Land and Life Science REIT, the expected timing of the Acquisition 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", "targets", "hopes", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases of similar meaning or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.
These statements are based on assumptions and assessments made by British Land and/or Life Science REIT in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. However, there are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements, including, among others, the enactment of legislation or regulation that may impose costs or restrict activities; changes in the global, political, economic, business and competitive environments in which British Land and Life Science REIT operate and in market and regulatory forces; changes in interest and exchange rates; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the real estate industry; fluctuations in exchange controls; changes in government policy and taxation; industrial disputes; war and terrorism. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
Each forward-looking statement in this Announcement speaks only as at the date of this Announcement. Although British Land and Life Science REIT believe that the expectations reflected in such forward-looking statements are reasonable, neither Life Science REIT nor British Land 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. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither British Land nor Life Science Reit is under any obligation, and British Land and Life Science REIT expressly disclaim any intention or obligation to update or correct any forward-looking statements contained in this Announcement (whether as a result of new information, future events or otherwise).
All subsequent oral or written forward-looking statements attributable to British Land or Life Science REIT or any of their respective members, directors, officers, employees or advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.
Disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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% 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 pm (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 Takeover 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.
Right to switch to a Takeover Offer
British Land reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Life Science REIT as an alternative to the Scheme. In such an event, such Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Acquisition, which may include such amendments as described in paragraph 1 of Part C of Part 4 (Conditions to and certain further terms of the Acquisition and the Scheme) of the Scheme Document.
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.
Information relating to Life Science REIT shareholders
Please be aware that addresses, electronic addresses and certain information provided by Life Science REIT Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Life Science REIT may be provided to British Land during the Offer Period as required by Section 4 of Appendix 4 to the Code.
Publication on websites and availability of hard copies
A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Life Science REIT's website at https://disclaimer.lifesciencereit.co.uk/offer-for-the-company and British Land's website at https://www.britishland.com/investors/offer-for-life-science-REIT by no later than 12 noon (London time) on the Business Day following the date of this Announcement.
In accordance with Rule 30.3 of the Code, Life Science REIT Shareholders and persons with information rights can obtain a hard copy of the Scheme Document, announcements and information relating to the Acquisition by contacting MUFG Corporate Markets at Central Square, 29 Wellington Street, Leeds, LS1 4DL or by telephoning +44 (0) 371 664 0321 or by emailing shareholderenquiries@cm.mpms.mufg.com. Calls are charged at standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
For persons who receive a copy of the Scheme Document in electronic form or by it being published on Life Science REIT's website, a hard copy of the Scheme Document will not be sent unless so requested. Such persons may also inform MUFG Corporate Markets that they wish all future documents, announcement and information in relation to the Acquisition to be sent to them in hard copy.
For the avoidance of doubt, the contents of the aforementioned websites, and any websites accessible from hyperlinks on those websites, are not incorporated into and do not form part of this Announcement.
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