Completion of Acquisition, Admission & Separation
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
11 September 2026
RECOMMENDED ALL-SHARE OFFER
for
PICTON PROPERTY INCOME LIMITED ("PICTON") by
LONDONMETRIC PROPERTY PLC ("LONDONMETRIC") AND SCHRODER REAL ESTATE INVESTMENT TRUST LIMITED ("SREIT")
Completion of the Acquisition, Admission and Separation, Total Voting Rights
On 31 July 2026, the boards of LondonMetric, SREIT and Picton announced that they had reached agreement regarding the terms of a recommended all-share offer (the "Acquisition") pursuant to which LondonMetric and SREIT would acquire the entire issued and to be issued share capital of Picton (the "Announcement").
As described in the Announcement, it was intended that the Acquisition would be effected by means of a court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme"). The circular in relation to the Scheme (the "Scheme Document") was published on 10 August 2026.
Capitalised terms used and not defined in this announcement have the meanings given to them in the Scheme Document. All references to times in this announcement are to London times unless otherwise stated.
Admission
Further to the announcement by Picton on 10 September 2026 in relation to the Scheme becoming Effective in accordance with its terms, SREIT announces that the admission of 459,361,357 New SREIT Shares to the closed-ended investment funds category of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's Main Market ("Admission") and commencement of dealings in the New SREIT Shares became effective at 8.00 a.m. today.
As set out in the Scheme Document, New SREIT Shares in uncertificated form are expected to be credited to CREST accounts on or soon after 8.00 a.m. today and definitive share certificates for the New SREIT Shares in certificated form will be dispatched on or before 24 September 2026.
Fractions of New SREIT Shares will not be issued pursuant to the Acquisition, but entitlements of Scheme Shareholders will be rounded down to the nearest whole number of New SREIT Shares. All fractional entitlements to New SREIT Shares will be aggregated and sold in the market. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed by SREIT in due proportions to Scheme Shareholders who would otherwise have been entitled to such fractions.
The New SREIT Shares rank pari passu in all respects with the SREIT Shares in issue at the time of Admission, including the right to receive and retain any dividends and other distributions announced, declared, made or paid by reference to a record date falling after the Effective Date.
Total Voting Rights
SREIT's issued share capital now comprises 1,025,026,106 ordinary shares of no par value in issue and admitted to trading on the London Stock Exchange and 76,554,173 shares are held in treasury. The total number of voting rights is therefore 948,471,933. This figure may be used by SREIT Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of SREIT under the Disclosure Guidance and Transparency Rules.
Completion of the Separation
SREIT is also pleased to announce that, following completion of the Acquisition, the Separation has been completed. The assets allocated to LondonMetric have been carved out of the Picton Group and transferred to a wholly-owned subsidiary of LondonMetric. In return, LondonMetric has transferred its shares in Picton to SREIT, with the result that Picton has become a wholly-owned subsidiary of SREIT.
Enquiries
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Schroder Real Estate Investment Trust Limited |
+44 (0)20 7658 6000 |
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Nick Montgomery Bradley Biggins Katherine Fyfe |
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J.P. Morgan Cazenove |
+44 (0)20 3493 8000 |
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Sole Financial Adviser and Corporate Broker to SREIT James A. Kelly William Simmonds Paul Pulze Ayoosh Choudhary |
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FTI Consulting |
+44 (0)20 3727 1000 |
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PR Adviser to SREIT |
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Richard Gotla Oliver Parsons |
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Notices relating to financial adviser
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser and corporate broker exclusively for SREIT and no one else in connection with the Acquisition and related matters set out in this announcement and will not regard any other person as its client in relation to the Acquisition and related matters in this announcement and will not be responsible to anyone other than SREIT for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.
Important notices
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance, transfer or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful. This announcement does not constitute an offer to purchase, or a solicitation of an offer to sell, any financial product to, or for the account or benefit of, any person in any Restricted Jurisdiction.
Neither this announcement nor the Scheme Document constitute a prospectus or prospectus equivalent document.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the publication 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.
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 the Protection of Investors (Bailiwick of Guernsey) Law, 2020 if you are resident in Guernsey.
Overseas shareholders
This announcement has been prepared for the purpose of complying with Guernsey law, English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the UK 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 the United Kingdom or Guernsey. Nothing in this announcement should be relied on for any other purpose.
The availability of the New SREIT 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 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 may be affected by the laws of the relevant jurisdiction in which they are located. 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 Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by SREIT or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made, and the New SREIT Shares issued pursuant to the Acquisition 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. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Information related to United States laws
The Acquisition relates to the securities of a Guernsey company with a listing on the London Stock Exchange and is being implemented pursuant to a scheme of arrangement provided for under, and governed by, the Companies Law. A transaction effected by means of a scheme of arrangement under the Companies Law is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company organised in Guernsey and listed on the London Stock Exchange, which differ from the procedural and disclosure requirements of the United States tender offer rules and proxy solicitation rules under the US Exchange Act.
The financial information included in this announcement and other documentation related to the Acquisition has been or will have been prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.
The New SREIT Shares issued under the Scheme have not been and will not be registered under the US Securities Act or under any laws or with any securities regulatory authority of any State or other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act. The New SREIT Shares are issued by SREIT in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.
The New SREIT Shares issued to Picton Shareholders in the Acquisition pursuant to a scheme of arrangement provided for under, and governed by, the Companies Law may generally be resold without restriction under the US Securities Act, except for resales by persons who are or will be affiliates (within the meaning of Rule 144 under the US Securities Act). "Affiliates" of a company are generally defined as persons who directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, that company. Whether a person is an affiliate of a company for purposes of the US Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders. Picton Shareholders who are affiliates of SREIT or Picton prior to, or of SREIT after, the Effective Date will be subject to certain US transfer restrictions relating to the New SREIT Shares received pursuant to the Scheme as further described in the Scheme Document. Picton Shareholders who believe that they may be affiliates for purposes of the US Securities Act should consult their own legal advisors prior to any resale of New SREIT Shares received under the Scheme.
None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
US holders of Picton Shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. US holders of Picton Shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Acquisition applicable to them.
It may be difficult for US holders of Picton Shares to enforce their rights and claims arising out of US federal securities laws, since each of SREIT and Picton are organised in countries other than the United States, and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, countries other than the United States. US holders of Picton Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of Picton Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
Further details in relation to US investors are contained in the Scheme Document.
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