Court Sanction of Scheme of Arrangement
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 OR REGULATIONS OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
8 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")
to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 31 July 2026, the boards of LondonMetric, SREIT (LondonMetric and SREIT together the "Consortium") and Picton announced that they had reached agreement regarding the terms of a recommended all-share offer pursuant to which LondonMetric and SREIT will acquire the entire issued and to be issued share capital of Picton (the "Acquisition").
The Acquisition is being implemented by means of a court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey (the "Scheme") and is subject to the terms and conditions set out in the scheme document relating to the Acquisition published on 10 August 2026 (the "Scheme Document").
On 2 September 2026, Picton announced that the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting and the requisite majority of Picton Shareholders voted in favour of the Resolution at the General Meeting.
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 times in London unless otherwise stated.
Court sanction of the Scheme
Picton, LondonMetric and SREIT are pleased to announce that, at the Court Hearing held earlier today, the Court granted the Court Order sanctioning the Scheme pursuant to which the Acquisition is being implemented.
Next steps and timetable
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 10 to 11 (inclusive) of the Scheme Document.
The Scheme Record Time is 6.00 p.m. (London time) on 9 September 2026. It is intended that the last day for dealings in, and registration of transfers of, Picton Shares (other than the registration of the transfer of the Scheme Shares to LondonMetric and SREIT pursuant to the Scheme) will be 9 September 2026, and no transfers will be registered after 6.00 p.m. on that date.
The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Guernsey Registry, which is expected to occur on 10 September 2026 (the "Effective Date"). The Picton Shares will be suspended from trading on the Main Market at 7.30 a.m. on the Effective Date.
Applications have been made to the London Stock Exchange to cancel the trading in the Picton Shares on the Main Market, and to the FCA to cancel the listing of the Picton Shares on the Official List, in each case to take effect by no later than 8.00 a.m. on the Business Day following the Effective Date. Entitlements to Picton Shares held within the CREST system will be cancelled, and share certificates in respect of Picton Shares will cease to be valid, with effect from the Effective Date.
A further announcement will be made when the Scheme has become Effective.
If any of the dates and/or times in the expected timetable change, the revised dates and/or times will be notified to Picton Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Picton's website at https://www.picton.co.uk/ and, if required by the Panel, by posting notice of the change(s) to Picton Shareholders.
Enquiries:
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LondonMetric Property Plc |
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Schroder Real Estate Investment Trust Limited |
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LondonMetric |
+44 (0)20 7484 9000 |
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SREIT |
+44 (0)20 7658 6000 |
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Andrew Jones Martin McGann Gareth Price |
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Nick Montgomery Bradley Biggins Katherine Fyfe |
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Peel Hunt LLP |
+44 (0)20 7418 8900 |
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J.P. Morgan Cazenove |
+44 (0)20 3493 8000 |
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Joint Financial Adviser and Corporate Broker to LondonMetric |
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Sole Financial Adviser and Corporate Broker to SREIT |
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Capel Irwin Michael Nicholson Chloe Ponsonby Henry Nicholls |
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James A. Kelly William Simmonds Paul Pulze Ayoosh Choudhary |
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Jefferies International Limited |
+44 (0)20 7029 8000 |
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FTI Consulting |
+44 (0)20 3727 1000 |
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Joint Financial Adviser to LondonMetric |
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PR Adviser to SREIT |
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Ed Matthews Thomas Bective Jee Lee Shuo Jun Lin |
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Richard Gotla Oliver Parsons |
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Barclays Bank PLC |
+44 (0)20 7623 2323 |
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Joint Financial Adviser and Corporate Broker to LondonMetric |
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Bronson Albery Callum West Mark Gunalan Ronak Shah |
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FTI Consulting |
+44 (0)20 3727 1000 |
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PR Adviser to LondonMetric |
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Dido Laurimore |
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Andrew Davis |
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Picton Property Income Limited |
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Picton |
+44 (0)20 7628 4800 |
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Michael Morris Saira Johnston |
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Stifel Nicolaus Europe Limited |
+44 (0)20 7710 7600 |
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Sole Financial Adviser to Picton |
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Mark Young Jonathan Wilkes-Green Jason Grossman Catriona Neville |
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Panmure Liberum Limited |
+44 (0)20 3100 2000 |
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Joint Corporate Broker to Picton |
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David Watkins Jamie Richards |
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Tavistock |
+44 (0)20 7920 3150 |
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PR Adviser to Picton |
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James Verstringhe James Whitmore |
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Notices relating to financial advisers
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Picton as financial adviser in connection with the matters set out in this announcement and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to clients of Stifel, nor for advising any other person in connection with any matter referred to in this announcement. None of Stifel or any of its affiliates (or its or their respective directors, officers, employees or agents) 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 Stifel in connection with this announcement, any statement contained herein or otherwise.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Picton and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Picton for providing the protections afforded to clients of Panmure Liberum nor for providing advice in relation to any matter referred to herein. Neither Panmure Liberum nor any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents 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 Panmure Liberum in connection with the matters referred to in this announcement, any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for LondonMetric and for no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than LondonMetric for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt 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 Peel Hunt in connection with the matters referred to in this announcement, or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for LondonMetric and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies 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, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to LondonMetric and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters set out in or referred to in this announcement.
In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in LondonMetric, SREIT and Picton 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 Takeover 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.
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.
Further information
If you are in any doubt as to the contents of this announcement or the action which you should take, you are recommended to consult your stockbroker, solicitor, accountant, bank manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, the Protection of Investors (Bailiwick of Guernsey) Law, 2020 if you are resident in Guernsey, or, if you are not so resident, from another appropriately authorised independent financial adviser.
Important notice
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 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 Australia.
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 LondonMetric Shares and 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. 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 the Consortium or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made, and the New LondonMetric Shares and New SREIT Shares to be 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 and no person may vote in favour of the Scheme by any such use, means, instrumentality or form from within a 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 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. If the Acquisition is implemented by a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or 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 or within any Restricted 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 proposed to be effected by means of a scheme of arrangement provided for under, and governed by, the Companies Law of Guernsey. This announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with Guernsey law, English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a court-sanctioned scheme of arrangement governed by the laws of Guernsey 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. If, in the future, the Consortium exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Such Takeover Offer would be made in the United States by the Consortium and no one else.
The financial information that is included in this announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be 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 LondonMetric Shares and New SREIT Shares to be 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 LondonMetric Shares and New SREIT Shares are expected to be issued by each of LondonMetric and SREIT 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 from the registration requirement of the US Securities Act afforded by Section 3(a)(10) thereunder, Picton advised the Court that the Court's sanctioning of the Scheme would be relied on by each of LondonMetric and SREIT as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to Picton Shareholders at which all Picton Shareholders were entitled to appear in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification was given to all Picton Shareholders.
Picton Shareholders who are or will be affiliates (as defined in Rule 144 under the US Securities Act) of LondonMetric, SREIT or Picton prior to, or of LondonMetric or SREIT after, the Effective Date will be subject to certain US transfer restrictions relating to the New LondonMetric Shares and New SREIT Shares received pursuant to the Scheme as further described in the Scheme Document.
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 LondonMetric, 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 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.
In accordance with normal practice in the UK and Guernsey and consistent with Rule 14e-5(b) of the US Exchange Act, each of LondonMetric and SREIT, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Picton, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service, and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 pm (London time) on the 10th Business Day (as defined in the Takeover Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day (as defined in the Takeover Code) 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 Takeover 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. 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 (as defined in the Takeover Code) 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 of the Takeover 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
Publication on website
A copy of this announcement (as well as the Scheme Document and other documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code) will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) at www.LondonMetric.com/investors, https://www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/schroder-real-estate-investment-trust/ and https://www.picton.co.uk by no later than 12 noon (London time) on the Business Day following the publication of this announcement.
For the avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this announcement.
Availability of hard copies
In accordance with Rule 30.3 of the Takeover Code, Picton Shareholders, participants in Picton Share Plans and persons with information rights may request a copy of this announcement in hard copy form free of charge.
If you would like to request a hard copy of this announcement, please contact Picton's registrar, Computershare Investor Services (Guernsey) Limited, at Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, or during business hours on +44 (0) 370 707 4040. Calls are charged at the 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 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Alternatively, you can email Computershare at info@computershare.co.je. Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
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Companies
LondonMetric Property (LMP)Picton Property Income Ltd (PCTN)
Schroder Real Estate Investment Trust Ltd (SREI)
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