Recommended all Share Merger Announcement

LXI REIT PLC

11 January 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS, PROSPECTUS EQUIVALENT DOCUMENT OR SCHEME DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE MERGER OR THE NEW LONDONMETRIC SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE SCHEME DOCUMENT AND THE COMBINED CIRCULAR AND PROSPECTUS WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE.

FOR IMMEDIATE RELEASE

11 January 2024

RECOMMENDED ALL-SHARE MERGER OF

LXI REIT PLC ("LXI")

AND

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006

Summary

The boards of directors of LondonMetric and LXi are pleased to announce that they have reached agreement on the terms of a recommended all-share merger pursuant to which LondonMetric will acquire the entire issued and to be issued ordinary share capital of LXi (the "Merger" forming the "Combined Group"). It is intended that the Merger will be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

Under the terms of the Merger, each LXi Shareholder will be entitled to receive:

for each LXi Share held: 0.55 New LondonMetric Shares (the "Exchange Ratio") ⁽¹⁾

On the basis of the Undisturbed Closing Price per LondonMetric Share of 197.4 pence on 15 December 2023 (being the last Business Day before the Offer Period began), the Merger values the entire issued and to be issued ordinary share capital of LXi at approximately £1.9 billion and:

· represents a premium of approximately 9 per cent. to the Undisturbed Closing Price per LXi Share of 99.5 pence;

· represents a premium of approximately 13 per cent. to the volume weighted average Closing Price per LXi Share for the one-month period ended on 15 December 2023 of 95.7 pence; and

· implies an NTA discount of 4 per cent. based on each of the LondonMetric and LXi Rolled-Forward Unaudited EPRA NTAs⁽²⁾.

Following completion of the Merger, existing LondonMetric Shareholders will hold approximately 54 per cent. and LXi Shareholders will hold approximately 46 per cent. of the enlarged issued share capital of LondonMetric.

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⁽¹⁾The Exchange Ratio is based on an adjusted NTA to adjusted NTA approach, taking into account the fair value of debt and derivatives, potential liabilities in respect of German taxation and the termination of LXi's management contract.

⁽²⁾ When applying the Exchange Ratio to the LondonMetric Rolled-Forward Unaudited EPRA NTA.

Highlights of the Merger

The boards of directors of each of LondonMetric and LXi believe that the Merger would build on the strengths and strong track records of both companies to create a new major UK REIT, aligned to structurally supported sectors with high barriers to entry and income security, with a low cost base, better access to capital through greater scale, and enhanced scope for capital recycling and asset management to drive compounding income growth and total returns for shareholders. Specifically, the Merger would result in:

· The creation of a new major UK REIT, with the Combined Group having a EPRA NTA of approximately £4.1 billion, becoming the fourth largest UK REIT, providing better access to capital and increasing share liquidity;

· The establishment of a UK-focused triple net lease REIT of scale, with a highly efficient structure delivering reliable, repetitive and growing income through the cycle. The Combined Group will be structured to continue both companies' long track records of dividend growth, with LondonMetric currently on track for a ninth consecutive year of dividend progression;

· The formation of a combined £6.2 billion portfolio aligned to structurally supported sectors, with 93 per cent. exposure to the logistics, healthcare, convenience, entertainment and leisure sectors, and with a strong exposure to key operating assets that are mission critical to the occupiers' businesses;

· Substantial cost and operating synergies,⁽³⁾ driving faster earnings growth combined with dividend progression through economies of scale, the removal of duplicative costs and increased operating margins and efficiencies, targeting an EPRA cost ratio of 7 to 8 per cent. in the medium term;

· Leadership by a highly regarded management team with strong shareholder alignment, with the Combined Group drawing on the strengths of both companies under the leadership of LondonMetric's highly experienced board and senior management team to create a leading internal management platform holding material shareholdings with deep market knowledge and strong occupier relationships. The Combined Group will benefit from a highly disciplined approach to capital allocation through pursuing identified opportunities within the combined portfolio for asset and investment management, recycling capital and seizing new and accretive growth opportunities;

· Strong income longevity and security, with a sector leading WAULT of 19 years on FRI leases, 99 per cent. occupancy and high quality occupier covenants. Strong income compounding prospects will be delivered through index-linked and fixed uplift leases (which together total 80 per cent. of the rent roll) and reversionary open market rent reviews (20 per cent. of the rent roll) in sectors that enjoy high barriers to entry and strong levels of occupier demand;

· Delivery of a Combined Group with a resilient capital structure, with well staggered debt maturities and a conservative LTV of approximately 31 per cent., on a pro forma basis taking into account LXi's announced £210 million disposal of Travelodge assets⁽⁴⁾, with weighted average cost of debt of 3.9 per cent., weighted average debt maturity of 5.6 years and, following the arrangement of £700 million of unsecured debt facilities to replace £625 million of secured LXi facilities, £740 million of undrawn headroom;

· Enhanced and robust credit characteristics, with improved credit metrics including net debt / EBITDA of 7.2x and ICR of 3.8x as at 30 September 2023; a conservative financial policy combined with increased scale puts the Combined Group firmly on the path to a strong investment grade credit rating thereby enhancing access to a broader range of funding sources; and

· The bringing together of two highly complementary strategic approaches, with a key focus on income compounding, with reliable, repetitive and growing earnings underpinning a progressive dividend with a strong management platform to access new opportunities and deliver enhanced total shareholder returns.

______________________

⁽³⁾ The statement regarding cost and operating synergies resulting from the Merger is not intended as a quantified financial benefit statement and should not be construed as such and is not subject to the requirements of Rule 28 of the Takeover Code. The statement should not be interpreted to mean that the cost and operating synergies will necessarily result in a quantifiable benefit to the Combined Group.

⁽⁴⁾ Excluding the impact of disposal costs.

Recommendations

The LXi Directors, who have been so advised by Lazard and Jefferies as to the financial terms of the Merger, unanimously consider the terms of the Merger to be fair and reasonable. In providing their advice to the LXi Directors, Lazard and Jefferies have each taken into account the commercial assessments of the LXi Directors. Lazard and Jefferies are providing independent financial advice to the LXi Directors for the purpose of Rule 3 of the Takeover Code.

Accordingly, the LXi Directors intend to recommend unanimously that LXi Shareholders vote in favour of the Scheme at the Court Meeting and vote in favour of the LXi Resolution to be proposed at the LXi General Meeting (or, in the event that the Merger is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) as they have irrevocably undertaken to do in respect of their, and their connected persons', beneficial holdings of, in aggregate, 96,878,432 LXi Shares representing, in aggregate, approximately 5.65 per cent. of the issued ordinary share capital of LXi as at the Latest Practicable Date.

The Merger constitutes a reverse takeover for LondonMetric for the purposes of the Listing Rules. Accordingly, the Merger will be conditional on the approval by the LondonMetric Shareholders of the Merger and related matters at the LondonMetric General Meeting.

The LondonMetric Directors have received financial advice from Barclays, Peel Hunt and J.P. Morgan Cazenove in relation to the Merger. In providing their advice to the LondonMetric Directors, each of Barclays, Peel Hunt and J.P. Morgan Cazenove have relied upon the LondonMetric Directors' commercial assessments of the Merger.

The LondonMetric Directors consider the Merger to be in the best interests of LondonMetric Shareholders as a whole and, accordingly, the LondonMetric Directors intend to recommend unanimously to LondonMetric Shareholders to vote in favour of the LondonMetric Resolution to be proposed at the LondonMetric General Meeting which is to be convened to approve the Merger and related matters, as the LondonMetric Directors have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 9,334,273 LondonMetric Shares, representing approximately 0.85 per cent. of the issued ordinary share capital of LondonMetric as at the Latest Practicable Date.

Proposed director for the Combined Group

Following completion of the Merger, it is expected that Nick Leslau will join the LondonMetric Board as a non-executive director. The LondonMetric Board believes that this appointment will deliver an appropriately-sized and balanced board, with the complementary experience and skills necessary to drive the Combined Group forward following the Merger and to provide good continuity for LXi Shareholders together with very strong shareholder alignment through the approximately 2.58 per cent. holding in the Combined Group to be held by Nick Leslau and certain entities associated with him of 52,788,123 LondonMetric Shares following completion of the Merger.

Shareholder support and Lock-in Commitments

In addition to the irrevocable undertakings received from the LXi Directors, LondonMetric has also received a letter of intent from Artemis Investment Management LLP to vote in favour of the Scheme at the Court Meeting and to vote in favour of the LXi Resolution to be proposed at the LXi General Meeting (or, in the event that the Merger is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), in respect of a total of 128,066,087 LXi Shares, representing approximately 7.46 per cent of the issued ordinary share capital of LXi as at the Latest Practicable Date.

In total, therefore, LondonMetric has received irrevocable undertakings and a letter of intent representing, in aggregate, approximately 13.12 per cent. of the issued ordinary share capital of LXi on the Latest Practicable Date.

In addition, Nick Leslau has agreed that, subject to certain customary exceptions, during the period of 12 months following the Effective Date, he and certain entities associated with him will not offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, 39,591,092 New LondonMetric Shares (or any interest therein or in respect thereof) issued on completion of the Merger or enter into any transaction with the same economic effect as any of the foregoing.

Further details of these irrevocable undertakings and the letter of intent are set out in Appendix 3 to this Announcement.

Dividends

LXi Shareholders will be entitled to receive and retain LXi's third quarterly dividend in respect of the quarter ended 31 December 2023, which is expected to be declared in January 2024 and paid in February 2024 to LXi Shareholders on LXi's register of members on a record date set prior to the expected Scheme Record Time.

LondonMetric Shareholders will be entitled to receive and retain LondonMetric's third quarterly dividend in respect of the quarter ended 31 December 2023 (the "LondonMetric Third Quarterly Interim Dividend"), which is expected to be declared in February 2024 and paid in April 2024 to LondonMetric Shareholders on LondonMetric's register of members on a record date set on or prior to the expected Scheme Record Time. On the expected dividend payment timetable only existing LondonMetric Shareholders will be entitled to this dividend.

Based on the expected timetable for the Merger to become Effective, Scheme Shareholders who retain their New LondonMetric Shares following completion of the Merger would receive the LondonMetric fourth quarterly interim dividend in respect of the Combined Group for the quarter ending 31 March 2024, which is expected to be paid in July 2024. It is anticipated that the value of the dividend received by such Scheme Shareholders in respect of their New LondonMetric Shares for the quarter ending 31 March 2024 would be approximately equivalent to the value of the quarterly dividend paid by LXi in respect of the corresponding holding of LXi Shares in each of the first three quarters of the financial year ending 31 March 2024, with LondonMetric targeting a FY24 dividend increase of 7.4 per cent. to 10.2p per share. ⁽⁵⁾

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⁽⁵⁾ This is a target and not a profit forecast.

Timetable and conditions

· It is intended that the Merger will be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006. However, subject to the Panel's consent, LondonMetric reserves the right to elect to implement the Merger by way of a Takeover Offer.

· Under the terms of the Merger certain resolutions related to the Merger will be put to (i) the LXi Shareholders at the Court Meeting and at the LXi General Meeting and (ii) the LondonMetric Shareholders at the LondonMetric General Meeting, and the Merger is conditional upon such resolutions being passed by the requisite majorities. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders present and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders. In addition, at the LXi General Meeting, the LXi Resolution must be passed by LXi Shareholders representing at least 75 per cent. of the votes validly cast on that resolution, whether in person or by proxy. The LXi General Meeting will be held immediately after the Court Meeting.

· At the LondonMetric General Meeting, the LondonMetric Resolution requires the approval of a simple majority of votes cast, in person or by proxy, in order to be passed. The LondonMetric General Meeting will be held on or around the same date as the LXi Meetings.

· The Merger will be implemented in accordance with the Takeover Code and on the terms and subject to the Conditions which are set out in Appendix 1 to this Announcement and on the further terms and conditions that will be set out in the Scheme Document.

· It is expected that the Scheme Document, containing further information about the Merger and notices of the LXi Meetings, together with the Forms of Proxy and the Combined Circular and Prospectus containing further information on LondonMetric and the Combined Group and notice of the LondonMetric General Meeting, will be published as soon as practicable and, in any event, within 28 days of this Announcement, unless LondonMetric and LXi otherwise agree, and the Panel consents, to a later date.

· It is expected that the Scheme will become Effective by 31 March 2024, subject to the satisfaction or waiver (as applicable) of the Conditions and the further terms set out in Appendix 1 to this Announcement and to the full terms and conditions of the Merger which will be set out in the Scheme Document. An expected timetable of principal events will be included in the Scheme Document.

· This Announcement contains property valuations supported by reports from the external valuers (as defined by the Royal Institution of Chartered Surveyors' Valuation - Global Standards (2022)) for both LXi and LondonMetric as at 31 December 2023 pursuant to the requirements of Rule 29 of the Takeover Code.

Commenting on the Merger, Andrew Jones, Chief Executive of LondonMetric, said:

"This is a compelling transaction which creates the UK's leading triple net lease REIT and underscores our ambitions to leverage our management platform and access exciting new opportunities across the UK real estate market.

The deal gives us access to a very well let triple net portfolio of key operating assets and brings together two highly complementary investment approaches that embrace the qualities of income compounding.

The combined £6.2 billion portfolio will have no legacy assets, full occupancy, high occupier contentment and exceptional income longevity with a high certainty of growth - both organically and contractually.

In the world of income compounding, bigger is better and the deal will deliver economies of scale, substantial cost savings, better liquidity and improved terms in both debt and equity markets which will drive accelerated earnings and dividend progression. Increased scale will allow us to look at the widest possible range of opportunities and we will have more tools at our disposal to carry on our trade, which will allow further operating synergies.

Our team is strongly aligned to shareholders and has deep real estate experience with a strong track record for capital allocation, asset recycling and active management. This strategy will not change and our proactive culture will remain intact, and whilst we will undoubtedly look to reposition parts of the portfolio, this will be more of a tilt than a pivot with logistics remaining our strongest conviction call for organic growth."

Commenting on the Merger, Cyrus Ardalan, Chairman of LXi, said:

"LXi has delivered strong growth and outperformance since its IPO in 2017 thanks to its high quality, resilient and actively managed long income portfolio. The Board of LXi would like to thank the LXi REIT Advisors team for the important contribution they have made to the company's success.

The merger with LondonMetric will build on the strengths and track records of both LXi and LondonMetric. It will create the UK's leading triple net lease REIT with an enlarged and more diversified portfolio aligned to structurally supported sectors, a robust and predominantly unsecured capital structure, broader appeal to investors and enhanced share liquidity, and a highly regarded internal management team.

The Merger will position the Combined Group for continued growth and outperformance and the delivery of reliable, sustainable and progressive dividends through the cycle, thereby underpinning superior total shareholder returns."

The above summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. The Merger will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document. Appendix 2 to this Announcement contains the sources of information and bases of calculation of certain information contained in this Announcement. Appendix 3 to this Announcement contains a summary of the irrevocable undertakings and letter of intent received in relation to the Merger. Property valuation reports for LXi and LondonMetric (each as at 31 December 2023) are set out in Appendix 4 to this Announcement pursuant to Rule 29 of the Takeover Code. Appendix 5 to this Announcement contains definitions of certain expressions used in this summary and in this Announcement.

LondonMetric and LXi will hold a briefing for analysts at 08:30am (UK time) today to discuss the Merger at FTI Consulting, 200 Aldersgate, Aldersgate Street, EC1A 4HD. To attend, please contact FTI Consulting per the details below. If you are unable to attend in person, a live audio webcast will be available at the below link:

https://brrmedia.news/LMP_CA24

An on demand recording will also be available shortly after the meeting from the same link, as well as at: https://www.londonmetric.com/investors.

Enquiries

LondonMetric Property plc	Tel: +44 (0) 20 7484 9000
Andrew Jones, Chief Executive
Martin McGann, Finance Director
Gareth Price, Investor Relations

Barclays Bank PLC, acting through its Investment Bank (Lead Financial Adviser and Joint Corporate Broker)	+44 (0) 20 7623 2323
Bronson Albery
Tom Macdonald
Callum West
Patrick Colgan

Peel Hunt (Financial Adviser and Joint Corporate Broker)	+44 (0) 20 7418 8900
Capel Irwin
Carl Gough
Michael Nicholson
Henry Nicholls

J.P. Morgan Cazenove (Financial Adviser and Joint Corporate Broker)	+44 (0) 20 3493 8000
Ashish Agrawal
Jonty Edwards
Dipayan Chakraborty

FTI Consulting (Communications Adviser)	+44 (0) 20 3727 1000
Dido Laurimore
Richard Gotla
Andrew Davis

LXi REIT plc	via H/Advisors Maitland
Cyrus Ardalan, Non-Executive Chairman
Hugh Seaborn, Non-Executive Senior Independent Director
Ismat Levin, Non-Executive Independent Director
Sandy Gumm, Non-Executive Director
Nick Leslau, Non-Executive Director

Lazard & Co., Limited (Lead Financial Adviser)	+44 (0) 20 7187 2000
Patrick Long
Jolyon Coates
Sebastian O'Shea-Farren

Jefferies International Limited (Financial Adviser and Corporate Broker)	+44 (0) 20 7029 8000
Rishi Bhuchar
Tom Yeadon
Ed Matthews
Paul Bundred

Santander Corporate & Investment Banking (Financial Adviser)	+44 (0) 78 4071 7114
Oliver Tucker
Ting Le Deng
Benni Azaria

H/Advisors Maitland (Communications Adviser)	+44 (0) 20 7379 5151
James Benjamin
Rachel Cohen

Market Abuse Regulation

This Announcement contains inside information for the purposes of Article 7 of MAR. Market soundings (as defined in MAR) were taken in respect of a potential offer with the result that certain persons became aware of inside information (as defined in MAR) as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to LondonMetric, LXi, the Merger and their respective securities.

For the purposes of MAR, this Announcement is being made on behalf of LondonMetric by Jadzia Duzniak, Company Secretary, and on behalf of LXi by LDC Nominee Secretary Limited, Company Secretary.

Financial advisers

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 for 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 Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in LondonMetric and LXi 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.

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.

J.P. Morgan Securities PLC, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority, is acting as financial adviser exclusively for LondonMetric and no one else in connection with the Merger and will not regard any other person as its client in relation to the Merger and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Merger or any other matter or arrangement referred to in this Announcement.

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively as financial adviser to LXi and no one else in connection with the Merger and will not be responsible to anyone other than LXi for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Merger or any other matters referred to in this Announcement. Neither Lazard nor any of its affiliates (nor any of 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 Lazard in connection with the Merger, this Announcement, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for LXi and no one else in connection with the matters referred to 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 LXi for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this Announcement or any transaction or arrangement referred to herein. Neither Jefferies 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 Jefferies in connection with this Announcement, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.

Banco Santander, S.A. ("Santander") is a credit institution which is registered with the Bank of Spain with number 0049. Banco Santander, S.A., London Branch is a branch of Santander with its principal place of business located at 2 Triton Square, Regent's Place, London NW1 3AN and is authorised by the Bank of Spain and is subject to regulatory oversight on certain matters in the UK by the Financial Conduct Authority and the Prudential Regulatory Authority. Santander is acting exclusively as financial adviser to LXi and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than LXi for providing the protections afforded to clients of Santander or any of its affiliates, or for providing advice in relation to any matter referred to in this Announcement. Neither Santander, 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 Santander in connection with this Announcement or any matter referred to herein.

Legal advisers

CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to LondonMetric. Bryan Cave Leighton Paisner LLP is retained as legal adviser to LXi.

Important Notices

This Announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any 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 purchase, sale, acquisition issuance, exchange or transfer of securities or such solicitation pursuant to the Merger or otherwise in any jurisdiction in contravention of applicable law. The Merger will be implemented solely by means of the Scheme Document (or, in the event that the Merger is to be implemented by means of a Takeover Offer, any document by which the Takeover Offer is made) and the accompanying Forms of Proxy (or forms of acceptance, if applicable) which will contain the full terms and conditions of the Merger, including details of how to vote in respect of the resolutions proposed in connection with the Merger.

LXi will prepare the Scheme Document to be distributed to LXi Shareholders. LXi and LondonMetric urge LXi Shareholders to read the Scheme Document and the Combined Circular and Prospectus carefully when they become available as each will contain important information relating to the Merger, the New LondonMetric Shares and the Combined Group.

LondonMetric will prepare the Combined Circular and Prospectus to be distributed to LondonMetric Shareholders. LondonMetric urges LondonMetric Shareholders to read the Combined Circular and Prospectus when it becomes available as it will contain important information relating to the Merger, the New LondonMetric Shares and the Combined Group. Any approval, decision or other response to the Merger should be made only on the basis of the information in the Combined Circular and Prospectus. LondonMetric Shareholders are strongly advised to read the formal documentation in relation to the Merger once it has been despatched.

Any vote, approval, decision in respect of, or other response to, the Merger should only be made on the basis of the information contained in the Scheme Document (or any other document by which the Merger is made by way of a Takeover Offer) and the Combined Circular and Prospectus.

This Announcement does not constitute a prospectus or prospectus equivalent document. The New LondonMetric Shares to be issued pursuant to the Merger are not being offered to the public by means of this Announcement.

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, or another appropriately authorised independent financial adviser, if you are in a territory outside the United Kingdom.

Overseas Shareholders

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing Rules and the 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. Nothing in this Announcement should be relied on for any other purpose.

The availability of the New LondonMetric 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. Persons into whose possession this Announcement comes 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 of, and observe, any such applicable laws and/or regulations. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Merger or to vote their Scheme Shares in respect of 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 requirements 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 Merger disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by LondonMetric or required by the Takeover Code and permitted by applicable law and regulation, participation in the Merger will not be made, and the New LondonMetric Shares to be issued pursuant to the Merger 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 Merger 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 documentation relating to the Merger 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 Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any 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 use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail 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 within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Additional information for US investors

LXi Shareholders located in the United States should note that the Merger relates to the securities of an English company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.

The Merger may, in circumstances provided for in this Announcement, instead be carried out by way of a Takeover Offer under English law. If in the future LondonMetric exercises its right to implement the Merger by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and securities laws and regulations, including the exemptions therefrom. Such Takeover Offer would be made in the United States by LondonMetric and no one else. In addition to any such Takeover Offer, in accordance with normal practice in the United Kingdom, LondonMetric, certain affiliated companies, and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, LXi Shares outside the United States, other than pursuant to the Takeover Offer, until the date on which such Takeover Offer would become effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. 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 in the United Kingdom, will be reported to a Regulatory Information Service of the FCA and will be available on the London Stock Exchange website: http://www.londonstockexchange.com/.

The financial information included in this Announcement and other documentation related to the Merger has been or will have been prepared in accordance with International Financial Reporting Standards and thus 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.

The New LondonMetric Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements under the US Securities Act and applicable US state securities laws. If LondonMetric effects the Merger by way of a scheme of arrangement under English law, the New LondonMetric Shares to be issued in the Merger will be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. LXi will advise the Court that its sanction of the Scheme will be relied upon by LondonMetric as an approval of the scheme of arrangement following a hearing on its fairness to LXi Shareholders at which hearing all such LXi Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all LXi Shareholders.

The New LondonMetric Shares to be issued to LXi Shareholders in the Merger pursuant to a scheme of arrangement under English 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. LXi Shareholders who are or will be affiliates of LondonMetric or LXi prior to, or of LondonMetric after, the Effective Date will be subject to certain US transfer restrictions relating to the New LondonMetric Shares received pursuant to the Scheme as will be further described in the Scheme Document. LXi Shareholders who believe that they may be or will be affiliates for purposes of the US Securities Act should consult their own legal advisors prior to any resale of New LondonMetric Shares received under the Scheme.

None of the securities referred to in this Announcement have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Merger 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 LXi 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 LXi Shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Merger applicable to them,

It may be difficult for US holders of LXi Shares to enforce their rights and claims arising out of the US federal securities laws since LondonMetric and LXi are organized 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, jurisdictions other than the United States. US holders of LXi 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 LXi 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 judgment.

Further details in relation to US investors will be contained in the Scheme Document.

Forward looking statements

This Announcement (including information incorporated by reference into this Announcement), any oral statements made by LondonMetric or LXi in relation to the Merger and other information published by LondonMetric or LXi may contain statements about LondonMetric, LXi and/or the Combined Group that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", hopes", "continues", "would", "could", "should" or words or terms of similar substance or the negative thereof, are forward looking statements. 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; (ii) business and management strategies and the expansion and growth of LondonMetric's or LXi's or the Combined Group's operations and potential synergies resulting from the Merger; and (iii) the effects of government regulation on LondonMetric's or LXi's or the Combined Group's business.

These forward looking statements are not based on historical fact and are not guarantees of future performance. By their nature, such forward looking statements involve risks and uncertainties that could significantly affect expected results and/or the operations of LondonMetric, LXi or the Combined Group and are based on certain assumptions and assessments made by LondonMetric and LXi in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate.

There are several factors which could cause actual results to differ materially from those projected, expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are the satisfaction of or failure to satisfy all or any of the conditions to the Merger, as well as additional factors, such as changes in the global, political, economic, business, competitive, market and regulatory forces, fluctuations in exchange and interest rates, changes in tax rates and future business acquisitions or disposals, the success of business and operating initiatives and restructuring objectives and the outcome of any litigation. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of LondonMetric or LXi. Neither LondonMetric or LXi, nor any of their respective associates or directors, officers, employees 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. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. All subsequent oral or written forward-looking statements attributable to LondonMetric or LXi 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. LondonMetric and LXi disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No profit forecasts and estimates

No statement in this Announcement is intended to constitute a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that the earnings or earnings per share or dividend per share for LondonMetric, LXi or the Combined Group, as appropriate, for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for LondonMetric, LXi or the Combined Group, as appropriate.

Disclosure requirements of the Takeover Code (the "Code")

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

LondonMetric reserves the right to elect, with the consent of the Panel, to implement the Merger by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of LXi as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if LondonMetric so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in paragraph 12 of Part B of Appendix 1 to this Announcement.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by LXi Shareholders, persons with information rights and other relevant persons for the receipt of communication from LXi may be provided to LondonMetric during the Offer Period as required by Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Requesting Hard Copy Documents

A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on LXi's website at www.lxireit.com and LondonMetric's website at https://www.londonmetric.com by no later than 12.00 p.m. on the Business Day following the date of this Announcement.

In accordance with Rule 30.3 of the Takeover Code, LXi Shareholders and persons with information rights may request a hard copy of this Announcement by contacting LXi's registrars, Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by calling Link Group on +44 (0) 371 664 0321. 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. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that Link Group 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 this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Merger should be in hard copy form.

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.

Rounding

Certain figures included in this Announcement have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different places may vary slightly and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures that precede them.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

11 January 2024

RECOMMENDED ALL-SHARE MERGER OF

LXI REIT PLC ("LXI")

AND

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006

1. Introduction

The boards of directors of LondonMetric and LXi are pleased to announce that they have reached agreement on the terms of a recommended all-share merger pursuant to which LondonMetric will acquire the entire issued and to be issued ordinary share capital of LXi (the "Merger" forming the "Combined Group"). It is intended that the Merger is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2. The Merger

Under the terms of the Merger, each LXi Shareholder will be entitled to receive:

for each LXi Share held: 0.55 New LondonMetric Shares (the "Exchange Ratio")⁽¹⁾

· represents a premium of approximately 9 per cent. to the Undisturbed Closing Price per LXi Share of 99.5 pence;

· represents a premium of approximately 13 per cent. to the volume weighted average Closing Price per LXi Share for the one-month period ended on 15 December 2023 of 95.7 pence; and

· implies an NTA discount of 4 per cent. based on each of the LondonMetric and LXi Rolled-Forward Unaudited EPRA NTAs⁽²⁾.

Appendix 4 to this Announcement contains property valuations supported by reports from the external valuers (as defined by the Royal Institution of Chartered Surveyors' Valuation - Global Standards (2022)) for both LondonMetric as at 31 December 2023 and LXi as at 31 December 2023 pursuant to the requirements of Rule 29 of the Takeover Code. These property valuation reports will be reproduced in full in the Combined Circular and Prospectus and the Scheme Document.

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⁽¹⁾ The Exchange Ratio is based on an adjusted NTA to adjusted NTA approach, taking into account the fair value of debt and derivatives, potential liabilities in respect of German taxation and the termination of LXi's management contract.

⁽²⁾ When applying the Exchange Ratio to the LondonMetric Rolled-Forward Unaudited EPRA NTA.

3. Background to and reasons for the Merger

The boards of directors of each of LondonMetric and LXi believe that the Merger will build on the strengths and strong track records of both companies to create a new major UK REIT, aligned to structurally supported sectors with high barriers to entry and income security, with a low cost base, better access to capital through greater scale, and enhanced scope for capital recycling and asset management to drive compounding income growth and total returns for shareholders. Specifically, the Merger would result in:

· Substantial cost and operating synergies expected,⁽³⁾ driving faster earnings growth combined with dividend progression through economies of scale, the removal of duplicative costs and increased operating margins and efficiencies, targeting an EPRA cost ratio of 7 to 8 per cent. in the medium term;

· Strong income longevity and security, with a sector leading WAULT of 19 years on FRI leases, 99 per cent. occupancy and high quality occupier covenants. Strong income compounding prospects will be delivered through index-linked and fixed uplift leases (which together total 80 per cent. of the rent roll) and reversionary open market rent reviews (20 per cent. of rent roll) in sectors that enjoy high barriers to entry and strong levels of occupier demand;

· The bringing together of two highly complementary strategic approaches, with a key focus on income compounding, with reliable, repetitive and growing income underpinning a progressive dividend policy with a strong management platform to access new opportunities and deliver enhanced total shareholder returns.

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⁽⁴⁾ Excluding the impact of disposal costs.

4. Recommendations

5. Background to and reasons for the LXi Board recommendation

Since its IPO in February 2017, LXi has sought to deliver inflation-protected income and total returns through acquiring a diversified portfolio of predominantly UK commercial property assets, let or pre-let to a broad range of tenants with strong covenants on very long and predominantly index-linked leases. Between IPO and the half year ended 30 September 2023, LXi delivered an average compounded annual dividend growth of approximately 9 per cent. and an average annualised total accounting return of approximately 6 per cent.. This has resulted in outperformance versus the FTSE 350 Real Estate index.

Following a period of significant growth and outperformance in the five years since its IPO, the merger with Secure Income REIT plc ("SIR") in 2022 further strengthened the attractive, inflation-protected characteristics of the portfolio while also enabling the combined company to benefit from enhanced scale and greater access to acquisition and asset management opportunities, together with expanding and enhancing the management resources by adding certain senior members of the SIR management team to LXi's management team and adding two of SIR's non-executive directors to LXi's Board. At the same time, LXi stated its intention to continue actively recycling capital and re-positioning the portfolio in light of consumer trends and property market developments, which has led to a number of transactions including value-enhancing disposals, lease re-gears and other initiatives since the merger.

Today, LXi has a high quality, resilient, and actively managed long income portfolio that provides reliable and growing income with the potential for capital growth. This notable collection of assets is diversified across 13 sub-sectors with high barriers to entry, strong underlying property fundamentals and low starting rents. The portfolio offers secure income which benefits from 98 per cent. indexed or fixed uplifts, a WAULT of 26 years and 100 per cent. occupancy, financed by a debt portfolio with a weighted average term to maturity of 5.2 years and a weighted average cost of 4.7 per cent., which combined with one of the lowest cost ratios in the sector, has contributed to the robust operational and financial performance that the business continues to deliver.

Over the last two years interest rates have risen to levels not seen since before the global financial crisis, with very significant implications for property and capital markets. While the full impact will take time to materialise, it is clear that UK REITs must work harder than ever to offer differentiated investment propositions that are attuned to the current macroeconomic environment and appeal to a broad array of investors and lenders. In the Board of LXi's view, this further underscores the importance of scale, diversification, income security, proactive capital recycling and the use of asset management opportunities to drive both income and total returns for shareholders.

Against this background, the Board of LXi has considered a wide range of strategic options that would further enhance LXi's positioning and long-term shareholder returns. The Board firmly believes that the proposed merger with LondonMetric is the best available option, building on the track records of both companies to create the UK's leading triple net lease REIT of scale which will offer reliable, sustainable and progressive dividends through the cycle, thereby underpinning superior total shareholder returns. In particular, the Board of LXi notes:

· The two companies' complementary strategic approaches, with their shared focus on delivering income-led, compounding returns through reliable, repetitive and growing income which underpin a progressive dividend policy, with strong prospects for capital growth. Accordingly, the Combined Group's dividend policy will benefit from enhanced earnings growth potential and greater security through improved portfolio diversification;

· The compatibility of the two portfolios, with LondonMetric's assets sharing many of the same characteristics as LXi's, including exposure to a range of real estate sectors with strong fundamentals, very high occupancy and a focus on long, predominantly upward-only, index-linked leases with regular reviews, while broadening the tenant base and thereby providing enhanced diversification of tenant and sector exposures;

· The introduction of other structurally supported sectors that enjoy among the strongest levels of occupier demand, reversionary potential and rental growth, such as distribution (urban assets in particular), with leases in those sectors structured to enable the Combined Group to capture reversionary potential through active asset management while preserving income security;

· The shared emphasis on active investment management, with both companies continually seeking opportunities to improve their portfolios and financing through asset management initiatives, capital recycling and a disciplined approach to capital allocation;

· The scope for substantial cost synergies⁽⁵⁾ through economies of scale, the removal of duplicative costs, and the fact that the Combined Group (unlike LXi) will not be subject to AIFMD and PRIIPs, freeing LXi shareholders from costly reporting;

· The further strengthening of the capital structure with the Combined Group benefiting from prudent leverage (31 per cent. on a pro forma basis taking into account LXi's announced £210 million disposal of Travelodge assets as at 30 September 2023) and significantly higher liquidity versus LXi on a standalone basis, predominantly unsecured facilities, well staggered maturities and a superior ability to address these;

· The likelihood of broader appeal to investors, with increased share liquidity and higher index weightings, leading to superior access to capital from a wider universe of potential investors as the Combined Group looks to take advantage of the continued dislocation in property markets; and

· The Combined Group's internalised management platform under the leadership of LondonMetric's highly experienced senior management team, with strong shareholder alignment of interest including through a combined 3.42 per cent. shareholding in the Combined Group with a value of £129 million at the Latest Practicable Date.

______________________

⁽⁵⁾ The statement regarding cost synergies resulting from the Merger is not intended as a quantified financial benefit statement and should not be construed as such and is not subject to the requirements of Rule 28 of the Takeover Code. The statement should not be interpreted to mean that the cost synergies will necessarily result in a quantifiable benefit to the Combined Group.

In conclusion, the Board of LXi believes that the proposed merger with LondonMetric will position the Combined Group for continued growth and outperformance with an investment proposition that is well suited to the macroeconomic environment, consumer trends and property market developments. The Combined Group, with its proactive strategic approach and portfolio of very long leases with a very high proportion of fixed and index-linked rental uplifts and 99 per cent. occupancy, together with a robust and predominantly unsecured capital structure and a strongly aligned internal management platform holding material shareholdings, will be well positioned to deliver enhanced earnings growth potential and superior total shareholder returns.

6. Irrevocable undertakings, letter of intent and Lock-in Commitments

LXi irrevocable undertakings and letter of intent

LondonMetric has received irrevocable undertakings from each of the LXi Directors who are interested in LXi Shares to vote in favour of the Scheme at the Court Meeting and vote in favour of the LXi Resolution to be proposed at the LXi General Meeting (or, in the event that the Merger is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), in respect of a total of, in aggregate, 96,878,432 LXi Shares representing, in aggregate, approximately 5.65 per cent. of the issued ordinary share capital of LXi as at the Latest Practicable Date.

In addition to the irrevocable undertakings referred to above received from the LXi Directors, LondonMetric has also received a letter of intent from Artemis Investment Management LLP to vote in favour of the Scheme at the Court Meeting and to vote in favour of the LXi Resolution to be proposed at the LXi General Meeting (or, in the event that the Merger is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 128,066,087 LXi Shares, representing approximately 7.46 per cent of the issued ordinary share capital of LXi on the Latest Practicable Date.

Lock-in Commitment

In addition, Nick Leslau has agreed, pursuant to the abovementioned irrevocable undertaking, that, subject to certain customary exceptions, during the period of 12 months following the Effective Date, he and certain entities associated with him will not offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, 39,591,092 New LondonMetric Shares (or any interest therein or in respect thereof) issued on completion of the Merger or enter into any transaction with the same economic effect as any of the foregoing.

LondonMetric irrevocable undertakings

LondonMetric has also received irrevocable undertakings from each of the LondonMetric Directors to vote in favour of the LondonMetric Resolution to be proposed at the LondonMetric General Meeting which is to be convened in relation to the Merger and related matters, in respect of a total of, in aggregate, 9,334,273 LondonMetric Shares, representing, in aggregate, approximately 0.85 per cent. of the ordinary share capital of LondonMetric in issue on the Latest Practicable Date.

Further details of these irrevocable undertakings are set out in Appendix 3 to this Announcement.

7. Information on LondonMetric

LondonMetric is a public limited company incorporated in England and Wales and is the holding company of the LondonMetric Group. The LondonMetric Group was formed out of a merger between London & Stamford Property Plc and Metric Property Investments Plc, which completed on 25 January 2013, and is a UK REIT that invests in commercial property, namely distribution, convenience and long income property in the UK. The LondonMetric Group's objective is to own and manage desirable real estate that can deliver reliable, repetitive and growing income-led total returns and outperform over the long term. LondonMetric has consistently delivered attractive compound led returns through monetising assets, reinvestment and intensive asset management.

As at the Latest Practicable Date, LondonMetric had a market capitalisation of £2 billion and a Rolled-Forward Unaudited EPRA NTA per LondonMetric Share of 195.4 pence as at 31 December 2023. LondonMetric's property valuations, supported by valuation reports pursuant to the requirements of Rule 29 of the Takeover Code, have been published in this Announcement and will be reproduced in the Scheme Document and the Combined Circular and Prospectus.

LondonMetric Shares have traded at an average premium to NTA of 9 per cent. over the 5 year period to 31 December 2023 and it has a 9 year track record of uninterrupted dividend growth.

8. Information on LXi

LXi is a public limited company incorporated in England and Wales and is the holding company of the LXi Group. The Company listed in 2017 with an investment strategy focused on diversified real estate let on long-term, inflation-linked leases. LXi seeks to provide its shareholders with regular, attractive income, with the potential to grow the dividend sustainably in absolute terms through upward-only, inflation-protected, very long-term leases, together with capital growth. In July 2022, LXi merged with Secure Income REIT Plc to create a larger and more scaled business benefiting from increased growth opportunities and a lower cost structure. LXi has grown from an EPRA NTA of £135.4 million at IPO to £1,920 million on a rolled-forward, unaudited basis as at 31 December 2023.

As at the Latest Practicable Date, LXi had a market capitalisation of £1.8 billion and a Rolled-Forward Unaudited EPRA NTA per LXi Share of 112.0 pence as at 31 December 2023. LXi's property valuations, supported by valuation reports pursuant to the requirements of Rule 29 of the Takeover Code, have been published in this Announcement and will be reproduced in the Scheme Document and the Combined Circular and Prospectus.

9. Dividends

LXi dividends

LXi Shareholders will be entitled to receive and retain LXi's third quarterly dividend in respect of the quarter ended 31 December 2023 (the "LXi Third Quarterly Interim Dividend"), which is expected to be declared in January 2024 and paid in February 2024 to LXi Shareholders on LXi's register of members on a record date set prior to the expected Scheme Record Time.

In addition, for each subsequent calendar quarter which ends before the Effective Date, LXi Shareholders will be entitled to receive and retain any quarterly dividend announced, declared or paid by LXi in respect of such period in the ordinary course and consistent with past practice of LXi as to timing and amount (provided that any LXi Permitted Dividend must be announced sufficiently prior to the Scheme Record Time to give LondonMetric sufficent time for it to declare a LondonMetric Permitted Dividend). Any dividend that is permissible under this criteria is a "LXi Permitted Dividend".

Other than the LXi Third Quarterly Interim Dividend and any LXi Permitted Dividend, if any dividend or other distribution is authorised, declared, made or paid in respect of LXi Shares on or after the date of this Announcement and with a record date on or before the Effective Date, LondonMetric reserves the right to reduce the consideration payable for each LXi Share under the Merger accordingly by reference to the amount per LXi Share of all or part of any such dividend or other distribution.

To the extent that such a dividend or distribution has been declared but not paid prior to the Effective Date, and such dividend or distribution is cancelled, then the Exchange Ratio shall not be subject to change in accordance with this paragraph.

Any exercise of rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Merger.

LondonMetric dividends

LondonMetric Shareholders will be entitled to receive and retain LondonMetric's third quarterly dividend in respect of the quarter ended 31 December 2023 (the "LondonMetric Third Quarterly Interim Dividend"), which is expected to be declared in February 2024 and paid in April 2024 to LondonMetric Shareholders on LondonMetric's register of members on a record date set on or prior to the Scheme Record Time. On the expected dividend payment timetable only existing LondonMetric Shareholders will be entitled to this dividend.

In addition, for each subsequent calendar quarter which ends before the Effective Date, LondonMetric Shareholders will also be entitled to receive any quarterly dividend announced, declared or paid by LondonMetric in respect of such period in the ordinary course and consistent with past practice of LondonMetric as to amount. Any dividend that is permissible under this criteria is a "LondonMetric Permitted Dividend". LondonMetric will only declare a LondonMetric Permitted Dividend if LXi declares a LXi Permitted Dividend and LondonMetric will ensure that the record date of any LondonMetric Permitted Dividend will be set sufficiently prior to the Scheme Record Time, such that LXi Shareholders will not be entitled to receive that LondonMetric Permitted Dividend in addition to the relevant LXi Permitted Dividend.

Save in respect of the LondonMetric Third Quarterly Dividend and a LondonMetric Permitted Dividend, LondonMetric has agreed not to authorise, declare, make or pay any dividend or other distribution on or after the date of this Announcement and prior to the Effective Date.

The New LondonMetric Shares will be issued credited as fully paid-up and will rank pari passu in all respects with the LondonMetric Shares in issue at the time the New LondonMetric Shares are issued, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date on or after the Effective Date. Accordingly, based on the expected timetable for the Merger to become Effective, Scheme Shareholders who retain their New LondonMetric Shares following completion of the Merger would receive the LondonMetric fourth quarterly interim dividend in respect of the Combined Group for the period January to March 2024, which is expected to be paid in July 2024. It is anticipated that the value of the dividend received by such Scheme Shareholders in respect of their New LondonMetric Shares for the quarter ending 31 March 2024 would be approximately equivalent to the value of the quarterly dividend paid by LXi in respect of the corresponding holding of LXi Shares in each of the first three quarters of the financial year ending 31 March 2024, with LondonMetric targeting a FY24 dividend increase of 7.4 per cent. to 10.2p per share.⁽⁶⁾

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⁽⁶⁾ This is a target and not a profit forecast.

Following the Effective Date, the Company will continue to adopt a progressive dividend policy, increasing the level of dividends paid as its earnings grow. The LondonMetric Directors expect that the dividend will continue to be paid quarterly and that a scrip alternative will continue to be offered.

10. Intentions for the Combined Group

As set out in paragraph 3 (Background to and reasons for the Merger), LondonMetric believes that the Combined Group will be well placed to deliver reliable, repetitive and growing income-led total returns that outperform over the long term through its programme of prudent financing, active asset management and capital recycling. This strategy will be delivered by LondonMetric's highly regarded management team. The Combined Group will own and manage UK property specialising in logistics, healthcare, convenience and leisure sectors with no material exposure to legacy retail and office segments of the market which have recently performed poorly.

Board composition and governance arrangements

Management and employees

As LXi is an externally-managed REIT, LXi does not have any employees and therefore does not operate any pension scheme, nor does it have any arrangements in place for any employee involvement in its capital.

Following completion of the Merger it is intended that, in accordance with the Heads of Terms, LondonMetric will acquire LRA, and/or the management contract between LXi and LRA will be terminated, in either case, for an initial sum of £26 million with a further performance related payment, capped at £4 million. If either of these transactions occur, the employees of LRA will become employees of the Combined Group (including by way of TUPE transfer). LondonMetric attaches great importance to the skill and experience of the LRA team and recognises the important contribution they have made to the business. Should LondonMetric acquire LRA and/or the management contract is terminated then the intention is that the majority of LRA's employees will be retained by LondonMetric to support the delivery of the strategy of the Combined Group, save that immediately on completion of the Merger the Senior Management of LRA will be replaced by LondonMetric.

Following completion of the Merger, certain reporting functions which exist within LRA in relation to LXi's status as a publicly traded company may no longer be required or may be reduced in size reflecting the new structure within the Combined Group which could result in limited rationalisation of roles for LRA employees that join the Combined Group in the instance that LondonMetric acquires LRA and/or the management contract is terminated. LondonMetric does not intend to otherwise make changes to the conditions of employment or balance of skills and functions of such employees of LRA.

Listing and registered office

LondonMetric intends to delist LXi immediately following the Effective Date. Consequently, LXi will not require listed company governance structures and accordingly, it is intended that the LXi Directors will cease to be directors of LXi and its subsidiaries (as applicable) following completion of the Merger.

LXi has no place of business, fixed assets (other than its property portfolio), research and development function or headquarters and headquarters function.

Following the Effective Date, LondonMetric will remain listed on the premium listing segment of the Official List and admitted to trading on the Main Market. The registered office of LondonMetric will remain in London.

REIT status

Both the LondonMetric Group and the LXi Group fall within the UK REIT regime and benefit from the tax efficiencies provided by that regime. The Combined Group is expected to fall within the UK REIT regime and the relevant tax efficiencies will continue to apply to the Combined Group.

Trading Facilities

The LXi Shares are currently admitted to trading on the London Stock Exchange's Main Market and, as set out in paragraph 15 below, subject to the Scheme becoming Effective, an application will be made to the London Stock Exchange to cancel the admission of the LXi Shares to trading on the Main Market.

The LXi Directors have given due consideration to LondonMetric's stated intentions and assurances noted above in deciding to recommend the Merger.

No statements in this paragraph 10 are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.

11. Offer related arrangements

Confidentiality Agreement

LondonMetric and LXi entered into a Confidentiality Agreement (which contains mutual confidentiality obligations) pursuant to which each party has undertaken to keep confidential, and to procure that certain of its representatives keep confidential, information relating to the other party and/or to the Merger, to use such information solely for the agreed purposes in relation to the Merger and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation.

Heads of Terms

LondonMetric, AlTi RE and AlTi entered into non-binding Heads of Terms pursuant to which each party has agreed the principal terms and conditions in relation to the proposed acquisition by LondonMetric of LRA and/or the termination of the management arrangements between, amongst others, LXi and LRA, in either case, for an initial sum of £26 million with a further performance related payment, capped at £4 million. LondonMetric will carry out its due diligence as soon as practicable and the parties will look to complete due diligence and agree transaction documents as soon as possible. Each party will bear its own costs.

12. Disclosure of interests in LXi

As at the close of business on the Latest Practicable Date, 59,600 LXi Shares in aggregate are held by or on behalf of Robert Fowlds (Non-Executive Director of LondonMetric), his close relatives and related trusts, who are deemed to be acting in concert with LondonMetric for the purposes of the Merger.

As at the close of business on the Latest Practicable Date, save as set out above and save for the irrevocable undertakings referred to in paragraph 6 of this Announcement, neither LondonMetric, nor any LondonMetric Director, nor, so far as LondonMetric is aware, any person acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Merger has:

1. any interest in or right to subscribe for any relevant securities of LXi;

2. any short positions in respect of relevant securities of LXi (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of relevant securities of LXi;

3. borrowed or lent any relevant securities of LXi (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code) relating to relevant securities of LXi, save for any borrowed relevant securities of LXi which had been either on-lent or sold; nor

4. entered into any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Takeover Code, in relation to any relevant securities of LXi.

For these purposes:

"interests in securities" arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities). In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities; and

"relevant securities of LXi" are LXi Shares or securities convertible or exchangeable into LXi Shares.

13. Structure of the Merger

Scheme of Arrangement and New LondonMetric Shares

It is intended that the Merger will be effected by means of a scheme of arrangement between LXi and LXi Shareholders under Part 26 of the Companies Act, full details of which will be set out in the Scheme Document to be published by LXi in due course.

The procedure involves, among other things, an application by LXi to the Court to sanction the Scheme, in consideration for which Scheme Shareholders who are on the register of members at the Scheme Record Time will receive consideration on the basis set out in paragraph 2 above. The purpose of the Scheme is to provide for LondonMetric to become the holder of the entire issued and to be issued ordinary share capital of LXi.

The New LondonMetric Shares will be issued in registered form, credited as fully paid, and will be capable of being held in both certificated and uncertificated form. They will rank pari passu in all respects with the existing LondonMetric Shares, including the rights to receive all dividends and other distributions (if any) declared, made or paid by LondonMetric by reference to a record date falling after the Effective Date.

Fractions of New LondonMetric Shares will not be allotted or issued pursuant to the Merger and entitlements of Scheme Shareholders will be rounded down to the nearest whole number of New LondonMetric Shares. All fractional entitlements to New LondonMetric Shares will be aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed by LondonMetric in due proportions to Scheme Shareholders who would otherwise have been entitled to such fractions provided that individual entitlements to amounts of less than £5.00 will not be paid to Scheme Shareholders but will be retained for the benefit of Combined Group.

Conditions

The implementation of the Merger will be subject to the Conditions and further terms which are set out in Appendix 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document and the Scheme will only become Effective if, among other things, the following events occur on or before the Long-stop Date:

(a) a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders who are present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting or at any adjournment thereof and who represent not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders;

(b) the LXi Resolution is passed by the requisite majority (whether in person or by proxy) at the LXi General Meeting;

(c) the LondonMetric Resolution is passed by the requisite majority (whether in person or by proxy) at the LondonMetric General Meeting;

(d) the FCA having acknowledged to LondonMetric or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New LondonMetric Shares to the Official List with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("Listing Conditions")) admission will become effective as soon as a dealing notice has been issued by the FCA and any Listing Conditions having been satisfied;

(e) the London Stock Exchange having acknowledged to LondonMetric or its agent (and such acknowledgement not having been withdrawn) that the New LondonMetric Shares will be admitted to trading on the Main Market;

(f) following the LXi Meetings and the LondonMetric General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by LondonMetric and LXi with the consent of the Panel); and

(g) following the sanction of the Scheme, a copy of the Court Order is delivered to the Registrar of Companies.

The Scheme will lapse and the Merger will not take place if:

· either the Court Meeting or the LXi General Meeting are not held by the 22^nd day after the expected date of such meeting to be set out in each case in the Scheme Document in due course (or such later date(s) as may be agreed between LondonMetric and LXi with the consent of the Panel and as the Court may allow, if applicable); or

· the Court Hearing to approve the Scheme is not held by the 22^nd day after the expected date of the Court Hearing to be set out in the Scheme Document in due course (or such later date as may be agreed between LondonMetric and LXi with the consent of the Panel and as the Court may allow, if required); or

· the Scheme does not become Effective on or before 11.59 pm on the Long-stop Date,

provided, however, that the deadlines for the timing of the Court Meeting, the LXi General Meeting and the Court Hearing, to be set out in the Scheme Document in due course, may be waived by LondonMetric, and the Long-stop Date may be extended by agreement in writing between LondonMetric and LXi (with the Panel's consent and as the Court may allow, if such consent and/or approval is/are required). If any of the deadlines for the timing of the Court Meeting or the LXi General Meeting change, the revised dates and/or times will be notified to LXi Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on LXi's website at www.lxireit.com.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the LXi General Meeting (and if they attended and voted, whether they voted in favour of the resolutions proposed at such meetings).

Further details of the Scheme, including an indicative timetable for its implementation, will be set out in the Scheme Document, which, together with the Forms of Proxy, is expected to be despatched to LXi Shareholders as soon as practicable and, in any event, within 28 days of the date of this Announcement. The timing of events which relate to the implementation of the Merger is, however, subject to the approval of the Court and is therefore subject to change. It is expected that the Court Meeting and the LXi General Meeting will be held in or around February 2024 and that, subject to the satisfaction of the Conditions and the further terms set out in Appendix 1 to this Announcement and the further terms and conditions to be set out in full in the Scheme Document, the Scheme is expected to become Effective by 31 March 2024.

The Scheme will be governed by English law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the FCA.

Election to switch

LondonMetric has reserved the right to elect, subject to the consent of the Panel, for the Merger to be implemented by way of a Takeover Offer. In this event, the Takeover Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme. If LondonMetric does elect to implement the Merger by way of a Takeover Offer, and if sufficient acceptances of such Takeover Offer are received and/or sufficient LXi Shares are otherwise acquired, it is the intention of LondonMetric to apply the provisions of sections 979 to 982 (inclusive) of the Companies Act to acquire compulsorily any outstanding LXi Shares to which such Merger relates.

14. Delisting of LXi Shares

Prior to the Scheme becoming Effective, applications will be made to the FCA for the cancellation of the listing of LXi Shares on the Official List, and to the London Stock Exchange to cancel the trading of the LXi Shares on the Main Market, in each case to take effect from or shortly after the Effective Date. The last day of dealings in LXi Shares on the Main Market is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. on that date.

On the Effective Date, LXi will become a wholly-owned subsidiary of LondonMetric and share certificates in respect of LXi Shares will cease to be valid and should be destroyed. In addition, entitlements to LXi Shares held within the CREST system will be cancelled on the Effective Date.

Upon the Scheme becoming Effective, LondonMetric (and/or its nominee(s)) will acquire the LXi Shares fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them including the right to receive and retain all dividends and distributions (if any) declared after the Effective Date.

15. Admission of, and commencement of dealings in, the New LondonMetric Shares

Applications will be made to the FCA for the New LondonMetric Shares to be issued in consideration for the Merger to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New LondonMetric Shares to be admitted to trading on the Main Market.

It is expected that Admission will become effective and that unconditional dealings in the New LondonMetric Shares will commence on the London Stock Exchange at 8.00 a.m. (London time) on the first Business Day following the date on which the Scheme becomes Effective.

Details of how LXi Shareholders can hold, access and trade in LondonMetric Shares will be set out in the Scheme Document. LXi Shareholders resident in the United Kingdom will be able to hold their LondonMetric Shares through any of the ways currently available to LondonMetric Shareholders, including through an intermediary of their own choice should they wish to do so.

16. LondonMetric Shareholder approval

The Merger constitutes a reverse takeover for LondonMetric for the purposes of the Listing Rules. Accordingly, LondonMetric will be required to seek the approval of LondonMetric Shareholders for the Merger at the LondonMetric General Meeting. The Merger will be conditional on, among other things, the LondonMetric Resolution being passed by the requisite majority of LondonMetric Shareholders at the LondonMetric General Meeting.

Pursuant to the Listing Rules, LondonMetric is required to prepare and send to its shareholders, as soon as is reasonably practicable, an explanatory circular summarising the background to and reasons for the Merger. LondonMetric is also required to publish a prospectus in connection with the issue of the New LondonMetric Shares.

Accordingly, LondonMetric will prepare the Combined Circular and Prospectus which will contain a notice convening the LondonMetric General Meeting and information relating to, amongst other things, the Combined Group and the New LondonMetric Shares.

It is expected that the Combined Circular and Prospectus will be published and posted to LondonMetric Shareholders at the same time as the Scheme Document is posted to LXi Shareholders. The Combined Circular and Prospectus will be made available by LondonMetric on its website at www.londonmetric.com and by LXi on its website at www.lxireit.com. LXi and LondonMetric urge LXi Shareholders to read the Scheme Document and the Combined Circular and Prospectus carefully as each will contain important information relating to the Merger. LXi Shareholders are also advised to read the Combined Circular and Prospectus, as it will contain important information relating to the New LondonMetric 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 the Combined Circular and Prospectus.

17. General

The bases and sources for certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. A summary of the irrevocable undertakings and the letter of intent given in relation to the Merger is set out in Appendix 3 to this Announcement. Property valuation reports for LXi and LondonMetric (each as at 31 December 2023) are set out in Appendix 4 to this Announcement pursuant to Rule 29 of the Takeover Code. Certain terms used in this Announcement are defined in Appendix 5 to this Announcement.

In the event that either LXi's or LondonMetric's property portfolio was to be sold at the valuations contained in the valuation reports set out in Appendix 4 to this Announcement, any gains realised on such disposals may be subject to taxation in the UK or, in respect of the assets located in Germany, German tax.

Generally, disposals by a UK REIT of assets located in the UK held for the purpose of a property rental business should be exempt from UK corporation tax; however, there are specific rules which can result in assets held as part of the property rental business being subject to tax on disposal (for example when a property is materially developed and sold within three years of completion of that development). In connection with the Merger it is not contemplated that the aforementioned liability to taxation will crystallise.

In relation to LXi's assets located in Germany, if the relevant assets were to be sold at the valuation contained in the valuation report set out in Appendix 4 to this Announcement, the LXi Directors estimate that a tax liability of £9.7 million would arise.

In connection with the Merger, it is not expected that the aforementioned tax liability will crystallise.

For the purposes of Rule 29.5 of the Takeover Code, the board of directors of LondonMetric confirms that CBRE has confirmed to it that an updated valuation as at the date of this Announcement of that part of LondonMetric's property portfolio valued by CBRE would not be materially different to the valuation given by CBRE as at 31 December 2023 and contained in the CBRE valuation report set out in Appendix 4 to this Announcement.

For the purposes of Rule 29.5 of the Takeover Code, the board of directors of LondonMetric also confirms that Savills has confirmed to it that an updated valuation as at the date of this Announcement of that part of LondonMetric's property portfolio valued by Savills would not be materially different to the valuation given by Savills as at 31 December 2023 and contained in the Savills valuation report set out in Appendix 4 to this Announcement.

For the purposes of Rule 29.5 of the Takeover Code, the board of directors of LXi confirms that Knight Frank has confirmed to it that the value of LXi's property portfolio as at the date of this Announcement would not be materially different from the valuation given by Knight Frank as at 31 December 2023 and contained in Knight Frank's valuation report set out in Appendix 4 to this Announcement.

Each of Barclays, Peel Hunt, J.P. Morgan Cazenove, Lazard, Jefferies and Santander has given and not withdrawn its consent to the publication of this Announcement with the inclusion herein of the references to its name in the form and context in which it is included.

Each of CBRE, Savills and Knight Frank has given and not withdrawn its consent to the publication of its valuation report in this Announcement and the inclusion herein to the references to its name, in each case,in the form and context in which it is included.

18. Documents on display

In accordance with Rule 26.2 of the Takeover Code, copies of the following documents will be made available on LondonMetric and LXi's websites at www.londonmetric.com and www.lxireit.com, respectively by no later than 12 noon London time on the Business Day following this Announcement until the end of the Offer Period:

(a) a copy of this Announcement;

(b) the irrevocable undertakings and letter of intent referred to in paragraph 6 above and summarised in Appendix 3 to this Announcement;

(c) the written consents of Barclays, Peel Hunt, J.P. Morgan Cazenove, Lazard, Jefferies, Santander, CBRE, Savills and Knight Frank to being named in this Announcement;

(d) the property valuation reports set out in Appendix 4 to this Announcement from each of CBRE, Savills and Knight Frank;

(e) no material change letters from each of CBRE, Savills and Knight Frank;

(f) the Confidentiality Agreement; and

(g) the Heads of Terms.

The contents of LondonMetric's website and LXi's website, and any website accessible from hyperlinks, are not incorporated into and do not form part of this Announcement.

Enquiries

LondonMetric Property plc	Tel: +44 (0) 20 7484 9000
Andrew Jones, Chief Executive
Martin McGann, Finance Director
Gareth Price, Investor Relations

Barclays Bank PLC, acting through its Investment Bank (Lead Financial Adviser and Joint Corporate Broker)	+44 (0) 20 7623 2323
Bronson Albery
Tom Macdonald
Callum West
Patrick Colgan

Peel Hunt (Financial Adviser and Joint Corporate Broker)	+44 (0) 20 7418 8900
Capel Irwin
Carl Gough
Michael Nicholson
Henry Nicholls

J.P. Morgan Cazenove (Financial Adviser and Joint Corporate Broker)	+44 (0) 20 3493 8000
Ashish Agrawal
Jonty Edwards
Dipayan Chakraborty

FTI Consulting (Communications Adviser)	+44 (0) 20 3727 1000
Dido Laurimore
Richard Gotla
Andrew Davis

LXi REIT plc	via H/Advisors Maitland
Cyrus Ardalan, Non-Executive Chairman
Hugh Seaborn, Non-Executive Senior Independent Director
Ismat Levin, Non-Executive Independent Director
Sandy Gumm, Non-Executive Director
Nick Leslau, Non-Executive Director

Lazard & Co., Limited (Lead Financial Adviser)	+44 (0) 20 7187 2000
Patrick Long
Jolyon Coates
Sebastian O'Shea-Farren

Jefferies International Limited (Financial Adviser and Corporate Broker)	+44 (0) 20 7029 8000
Rishi Bhuchar
Tom Yeadon
Ed Matthews
Paul Bundred

Santander Corporate & Investment Banking (Financial Adviser)	+44 (0) 78 4071 7114
Oliver Tucker
Ting Le Deng
Benni Azaria

H/Advisors Maitland (Communications Adviser)	+44 (0) 20 7379 5151
James Benjamin
Rachel Cohen

Market Abuse Regulation

For the purposes of MAR, this Announcement is being made on behalf of LondonMetric by Jadzia Duzniak, Company Secretary, and on behalf of LXi by LDC Nominee Secretary Limited, Company Secretary.

Financial advisers

Legal advisers

CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to LondonMetric. Bryan Cave Leighton Paisner LLP is retained as legal adviser to LXi.

Important notices

Overseas Shareholders

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 use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail 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 within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Additional information for US investors

The New LondonMetric Shares to be issued to LXi Shareholders in the Merger pursuant to a scheme of arrangement under English 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. LXi Shareholders who are or will be affiliates of LondonMetric or LXi prior to, or of LondonMetric after, the Effective Date will be subject to certain US transfer restrictions relating to the New LondonMetric Shares received pursuant to the Scheme as will be further described in the Scheme Document. LXi Shareholders who believe that they may be or will be affiliates for purposes of the US Securities Act should consult their own legal advisors prior to any resale of New LondonMetric Shares received under the Scheme.

Further details in relation to US investors will be contained in the Scheme Document.

Forward looking statements

These forward-looking statements are not based on historical fact and are not guarantees of future performance. By their nature, such forward looking statements involve risks and uncertainties that could significantly affect expected results and/or the operations of LondonMetric, LXi or the Combined Group and are based on certain assumptions and assessments made by LondonMetric and LXi in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate.

No profit forecasts and estimates

Disclosure requirements of the Takeover Code (the "Code")

Right to switch to a Takeover Offer

Electronic Communication

Publication on Website and Requesting Hard Copy Documents

A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on LXi 's website at www.lxireit.com and LondonMetric's website at https://www.londonmetric.com by no later than 12.00 p.m. on the Business Day following the date of this Announcement.

Rounding

Appendix 1

CONDITIONS AND CERTAIN FURTHER TERMS OF THE MERGER

Part A: The Conditions

Long-stop Date

1. The Merger will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by not later than 11.59 p.m. on the Long-stop Date.

Conditions of the Scheme

2. The Scheme will be conditional upon:

(a)

(i) its approval by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of LXi at the Scheme Voting Record Time, present and voting (and entitled to vote), whether in person or by proxy, at the Court Meeting, and at any separate class meeting which may be required, or, in each case, at any adjournment of any such meeting; and

(ii) the Court Meeting and any separate class meeting which may be required or, in each case, any adjournment of any such meeting being held on or before the 22^nd day after the expected date of the Court Meeting, to be set out in the Scheme Document in due course (or such later date as may be agreed by LondonMetric and LXi with the consent of the Panel and (if required) the Court may allow);

(b)

(i) the LXi Resolutions being duly passed by the requisite majority or majorities at the LXi General Meeting (or at any adjournment of that meeting); and

(ii) the LXi General Meeting (or any adjournment of that meeting) being held on or before the 22^nd day after the expected date of the LXi General Meeting, to be set out in the Scheme Document in due course (or such later date as may be agreed by LondonMetric and LXi with the consent of the Panel and (if required) the Court may allow);

(c)

(i) the sanction of the Scheme (with or without modification, but subject to any such modification being on terms acceptable to LondonMetric and LXi) by the Court and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii) the Court Hearing being held on or before the 22^nd day after the expected date of the Court Hearing to be set out in the Scheme Document (or such later date as may be agreed by LondonMetric and LXi with the consent of the Panel and (if required) that the Court may allow).

General Conditions to the Scheme

3. In addition, subject to (i) the terms of Part B of this Appendix 1 and (ii) the requirements of the Panel in accordance with the Takeover Code, LondonMetric and LXi have agreed that the Merger will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions (as amended if appropriate) have been satisfied or, where relevant, waived prior to the Scheme being sanctioned by the Court:

LondonMetric Shareholder approval

(a) the passing at the LondonMetric General Meeting (or at any adjournment of that meeting), in each case by the requisite majority of LondonMetric Shareholders, of the LondonMetric Resolution;

FCA and London Stock Exchange

(b) the FCA having acknowledged to LondonMetric or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New LondonMetric Shares to listing on the premium listing segment of the Official List has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("Listing Conditions")) admission will become effective as soon as a dealing notice has been issued by the FCA and any Listing Conditions having been satisfied;

(c) the London Stock Exchange having acknowledged to LondonMetric or its agent (and such acknowledgement not having been withdrawn) that the New LondonMetric Shares will be admitted to trading on the Main Market;

General regulatory

(d) no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same), or having enacted, made or proposed any statute, regulation, decision or order, or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order which in each case would or would reasonably be expected to:

(i) make the Merger, its implementation or the acquisition or the proposed acquisition by LondonMetric or any member of the Wider LondonMetric Group of any shares or other securities in, or control or management of, LXi or any member of the Wider LXi Group void, illegal or unenforceable under the laws of any jurisdiction, or otherwise directly or indirectly restrain, prohibit, prevent, restrict, delay or otherwise materially interfere with the same or impose additional adverse conditions or obligations or require material amendment to the terms with respect thereto to an extent which is or could be material in the context of the Combined Group taken as a whole or material in the context of the Merger;

(ii) limit or delay the ability of any member of the Wider LondonMetric Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider LXi Group or any member of the Wider LondonMetric Group, as the case may be, to the extent which, in any such case, is or could be material in the context of the Combined Group taken as a whole or material in the context of the Merger;

(iii) require, prevent or materially delay any divestiture or materially alter the terms envisaged for any proposed divestiture, by any member of the Wider LondonMetric Group or by any member of the Wider LXi Group of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses or to own or control or manage any of their respective assets or properties or any part thereof, to an extent which, in any such case, is material in the context of the Wider LondonMetric Group or the Wider LXi Group taken as a whole;

(iv) except pursuant to the implementation of the Merger or, if applicable, sections 974 to 991 of the Companies Act, require any member of the Wider LondonMetric Group or of the Wider LXi Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of the Wider LXi Group or the Wider LondonMetric Group owned by any third party or to sell, or offer to sell, any shares or other securities (or their equivalent) or any interest in any of the assets owned by any member of the Wider LondonMetric Group or the Wider LXi Group;

(v) limit the ability of any member of the Wider LondonMetric Group or of the Wider LXi Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses of any other members of the Wider LondonMetric Group and/or of the Wider LXi Group which is material in the context of, the Wider LondonMetric Group and/or the Wider LXi Group, as the case may be, taken as a whole or in the context of the Merger;

(vi) result in any member of the Wider LondonMetric Group or the Wider LXi Group ceasing to be able to carry on business under any name under which it presently does so; or

(vii) otherwise adversely affect any or all of the business, assets, profits, financial or trading position of any member of the Wider LondonMetric Group or of any member of the Wider LXi Group to an extent which is material in the context of the Wider LondonMetric Group or the Wider LXi Group in either case, taken as a whole,

and all applicable waiting and other time periods (including any extensions thereof) during which any such antitrust regulator or Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under any applicable legislation or regulation of any relevant jurisdiction or otherwise intervene having expired, lapsed or been terminated (as the case may be);

Notifications, waiting periods and Authorisations

(e) all necessary, notifications, filings or applications having been made, all necessary waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with, in each case in connection with the Merger or the acquisition of any shares or other securities (or the equivalent) in, or of control of, any member of the Wider LXi Group by any member of the Wider LondonMetric Group where the direct consequence of a failure to make such a notification or filing or to wait for the expiry, lapse, or termination of any such waiting or time period would be unlawful in any relevant jurisdiction or have a material adverse effect on the Wider LondonMetric Group, or the ability of LondonMetric to implement the Scheme;

(f) all Authorisations required for the proposed acquisition of any shares or other securities (or the equivalent) in, or of control or management of, LXi or any other member of the Wider LXi Group by any member of the Wider LondonMetric Group having been obtained, in terms and in a form satisfactory to LondonMetric from all necessary Third Parties or persons with whom any member of the Wider LXi Group has entered into contractual arrangements or other material business relationships and all such Authorisations together with all authorisations necessary to carry on the business of any member of the Wider LXi Group remaining in full force and effect and all filings necessary for such purpose having been made, and there being no notice or other intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same at the time at which the Merger becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in each case which is or could be material in the context of the Combined Group taken as a whole or material in the context of the Merger;

Certain matters arising as a result of any arrangement, agreement, etc.

(g) save as Disclosed, there being no provision of any arrangement, agreement, licence, permit, or other instrument to which any member of the Wider LXi Group is a party, or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any circumstance which, in each case as a consequence of the Scheme, the Merger or the acquisition or proposed acquisition by any member of the Wider LondonMetric Group of any shares or other securities (or the equivalent) in LXi, or because of a change of control or management of, LXi, would or would reasonably be expected to, result in any of the following (in any case, to an extent which is material in the context of the Wider LXi Group taken as a whole or in the context of the Merger):

(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to any member of the Wider LXi Group, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date, or the ability of any such member of the Wider LXi Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(ii) the creation (other than in the ordinary course of business) or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interest of any member of the Wider LXi Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

(iii) any asset or interest of any member of the Wider LXi Group being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider LXi Group otherwise in the ordinary course of business;

(iv) any member of the Wider LXi Group ceasing to be able to carry on business under any name under which it presently does so;

(v) the creation or acceleration of any material liability (actual or contingent) by any member of the Wider LXi Group other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Merger;

(vi) the rights, liabilities, obligations or interests of any member of the Wider LXi Group or the business of any such member with any other person, firm, company or body (or any arrangement, agreement, licence, permit, or other instrument relating to any such interests or business) being, or being likely to become terminated, adversely modified or affected or any onerous obligation or liability arising thereunder; and

(vii) the value or financial or trading position of any member of the Wider LXi Group being prejudiced or adversely affected,

and, save as Disclosed, no event having occurred which, under any provision of any arrangement, agreement, license, permit or other instrument to which any member of the Wider LXi Group is a party, or by or to which any such member or any of its assets may be bound, entitled or subject, would or would reasonably be expected to result in any of the events or circumstances which are referred to in sub-paragraphs (i) to (vii) of this Condition 3(g), in each case, to the extent material in the context of the Wider LXi Group taken as a whole or in the context of the Merger;

Certain events occurring since 30 September 2023

(h) save as Disclosed, no member of the Wider LXi Group having since 30 September 2023:

(i) save as between LXi and wholly-owned subsidiaries and subsidiary undertakings of LXi or between such wholly-owned subsidiaries and subsidiary undertakings, issued or agreed to issue, or authorised or proposed the issue of, additional shares or securities of any class (or the equivalent), or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or the equivalent;

(ii) purchased, redeemed or repaid or announced its intention to purchase, redeem or repay any of its own shares or other securities (or their equivalent) or reduced or, save in respect of matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(iii) save as between LXi and wholly-owned subsidiaries of LXi or between such wholly-owned subsidiaries and subsidiary undertakings and save for LXi Permitted Dividends, recommended, declared, paid or made, or agreed to recommend, declare, pay or make, any bonus issue, dividend or other distribution, whether payable in cash or otherwise;

(iv) save for intra- LXi Group transactions, made, authorised, proposed or announced an intention to make, propose or authorise any change in its loan capital other than in the ordinary course of business and to the extent which is material in the context of the Wider LXi Group taken as a whole;

(v) save for intra-LXi Group transactions, merged or demerged with any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or announced any intention to effect any reconstruction, amalgamation, scheme, merger, demerger, disposal, transfer, mortgage, charge or security interest, in each case, to the extent which is material in the context of the Wider LXi Group taken as a whole;

(vi) issued, authorised or announced its intention for the issue of, or made any change in or to, any debentures or (save for intra-LXi Group transactions) incurred or increased any indebtedness (other than trade credit incurred in the ordinary course of business) or become subject to any liability (actual or contingent) to an extent which is material in the context of the Wider LXi Group taken as a whole;

(vii) entered into, varied or authorised any agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(A) is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude (save in the ordinary course of business); or

(B) would, or would reasonably be likely to, restrict the business of any member of the Wider LXi Group other than to a nature and extent which is normal in the context of the business concerned,

and, in either case, which is or would or would reasonably be expected to be material and adverse in the context of the Wider LXi Group taken as a whole;

(viii) entered into or materially varied or made an offer (which remains open for acceptance) to materially vary the terms of any contract, service agreement, letter of appointment, commitment or arrangement with any director of any member of the Wider LXi Group;

(ix) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or steps or had any legal proceedings started or threatened against it, or petition presented or order made, in relation to the suspension of payments, a moratorium of any indebtedness, or for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(x) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling, putting a moratorium on, compromising or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business to an extent which is material in the context of the Wider LXi Group taken as a whole;

(xi) other than claims between LXi and its wholly-owned subsidiaries or between such wholly-owned subsidiaries, waived, settled, abandoned or compromised any claim (otherwise than in the ordinary and usual course of business) which is material in the context of the Wider LXi Group taken as a whole;

(xii) terminated or varied the terms of any agreement or arrangement between any member of the Wider LXi Group and any other person in a manner which would or would reasonably be expected to have a material adverse effect on the financial position of the Wider LXi Group taken as a whole other than as directed, required and/or requested by, or with the agreement of, LondonMetric;

(xiii) made any alteration to its articles of association (other than as required in connection with the Merger or the Scheme);

(xiv) put in place any pension schemes for any director of any member of the Wider LXi Group or their dependants;

(xv) proposed or agreed to provide any share option incentive scheme or other benefit relating to the employment or termination of employment of any director of any member of the Wider LXi Group;

(xvi) entered into, implemented or authorised the entry into, of any joint venture, asset or profit-sharing arrangement;

(xvii) except with the consent of LondonMetric, taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of LXi Shareholders at a general meeting of LXi in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;

(xviii) entered into any contract, agreement, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or announced, any of the transactions, matters or events referred to in this Condition (h);

No material adverse change

(i) save as Disclosed, since 30 September 2023:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or operational performance of any member of the Wider LXi Group or any member of the Wider LondonMetric Group which, in any such case, is or could be material in the context of the Wider LXi Group taken as a whole or the Wider LondonMetric Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider LXi Group or any member of the Wider LondonMetric Group is or may become a party (whether as plaintiff, defendant or otherwise) and (other than as a result of, or in connection with the Merger) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider LXi Group or any member of the Wider LondonMetric Group having been announced or threatened in writing by or against or remaining outstanding in respect of any member of the Wider LXi Group or any member of the Wider LondonMetric Group, which in any such case has had or would reasonably be expected to have a material adverse effect on the Wider LXi Group taken as a whole or the Wider LondonMetric Group taken as a whole;

(iii) no contingent or other liability of any member of the Wider LXi Group or of any member of the Wider LondonMetric Group having arisen or become apparent or increased (other than in the ordinary course of business), which has had or might reasonably be expected to have a material adverse effect on the Wider LXi Group taken as a whole or the Wider LondonMetric Group taken as a whole;

(iv) no member of the Wider LXi Group nor any member of the Wider LondonMetric Group having conducted its business in breach of any applicable laws and regulations which in any case is material in the context of the Wider LXi Group taken as a whole or the Wider LondonMetric Group taken as a whole; and

(v) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence or permit held by any member of the Wider LXi Group or any member of the Wider LondonMetric Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider LXi Group taken as a whole or the Wider LondonMetric Group taken as a whole;

No discovery of certain matters

(j) save as Disclosed, LondonMetric not having discovered that (in each case to an extent which is or could be material in the context of the Wider LXi Group taken as a whole or material in the context of the Merger):

(i) any financial or business or other information concerning the Wider LXi Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider LXi Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading and which has not been subsequently corrected before the date of this Announcement by disclosure either publicly or otherwise;

(ii) any member of the Wider LXi Group is subject to any liability (actual or contingent), other than in the ordinary course of business;

(iii) any past or present member of the Wider LXi Group has failed to comply with any applicable legislation, regulations or common law of any jurisdiction with regard to the use, treatment, handling, storage, release, disposal, discharge, presence, spillage, leak or emission of any waste or hazardous or harmful substance or any substance likely to impair the environment (including property) or harm human or animal health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, release, disposal, discharge, presence, spillage, leak or emission (whether or not the same constituted a non-compliance by any person with any legislation, regulations or law and wherever the same may have taken place) which, in any case, non-compliance would be reasonably likely to give rise to any liability (whether actual or contingent) or cost (including any penalty) on the part of any member of the Wider LXi Group; or

(iv) there is, or is reasonably likely to be, any material obligation or liability, whether actual or contingent or requirement to make good, repair, reinstate, remedy or clean up any property now or previously owned, occupied, operated or made use of by any past or present member of the Wider LXi Group under any environmental legislation, regulation, common law, notice, circular or order or Third Party in any jurisdiction;

(k) save as Disclosed, LondonMetric not having discovered that:

(i) any:

(A) past or present member, director or officer of the Wider LXi Group is or has at any time, in connection with their position in the Wider LXi Group, engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery legislation; or

(B) any person that performs or has performed services for or on behalf of the Wider LXi Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption or anti-bribery legislation;

(ii) any asset of any member of the Wider LXi Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds of crime under any other applicable law, rule, or regulation concerning money laundering or proceeds of crime or any member of the Wider LXi Group is found to have engaged in activities constituting money laundering;

(iii) any past or present member, director or officer of the Wider LXi Group is or has engaged in any conduct or business which would violate any economic sanctions or dealt with, made any investments in, made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which US, UK or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by applicable US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Treasury & Customs in the United Kingdom; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the UK, the European Union or any of their respective member states;

(iv) any past or present member, director or officer of the Wider LXi Group:

(A) has engaged in conduct which would violate any relevant anti-terrorism laws, rules, or regulations, including but not limited to the U.S. Anti-Terrorism Act;

(B) has engaged in conduct which would violate any relevant anti-boycott law, rule, or regulation or any applicable export controls, including but not limited to the Export Administration Regulations administered and enforced by the U.S. Department of Commerce or the International Traffic in Arms Regulations administered and enforced by the U.S. Department of State;

(C) has engaged in conduct which would violate any relevant laws, rules, or regulations concerning human rights, including but not limited to any law, rule, or regulation concerning false imprisonment, torture or other cruel and unusual punishment, or child labour;

(D) is debarred or otherwise rendered ineligible to bid for or to perform contracts for or with any government, governmental instrumentality, or international organisation or found to have violated any applicable law, rule, or regulation concerning government contracting or public procurement; or

(v) any member of the Wider LXi Group has been or is engaged in any transaction which would cause the Wider LondonMetric Group to be in breach of any law or regulation upon its acquisition of LXi, including but not limited to the economic sanctions of the United States Office of Foreign Assets Control or HM Treasury & Customs in the United Kingdom, or any other relevant government authority.

Part B: Waiver of Conditions and further terms of the Merger and the Scheme

1. Conditions 2(a), 2(b) and 3(a) to 3(k) (inclusive) of Part A of this Appendix 1 must each be fulfilled or (if capable of waiver) be waived by no later than 11.59 p.m. (London time) on the date immediately preceding the date of the Court Hearing (or such later date as LondonMetric, LXi, the Panel and, if required, the Court may allow), failing which the Merger will lapse, or if the Merger is implemented by way of Takeover Offer, no later than as permitted by the Panel.

2. Notwithstanding the paragraph above and subject to the requirements of the Panel in accordance with the Takeover Code, LondonMetric reserves the right, in its sole discretion, to waive:

(a) any of the deadlines set out in paragraph 2 of Part A for the timing of the Court Meeting, LXi General Meeting and the Court Hearing. If any such deadline is not met, LondonMetric shall make an announcement by 8.00 a.m. (London time) on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition or agreed with LXi to extend the relevant deadline; and

(b) in whole or in part all or any of the Conditions set out in paragraphs 3(d) to 3(k) inclusive of Part A (but in relation to the Conditions in paragraph 3(i) in Part A of this Appendix 1, only in so far as they relate to LXi, the Wider LXi Group or any part thereof).

3. Subject to the requirements of the Panel, LXi reserves the right in its sole discretion to waive in whole or in part (only so far as it relates to LondonMetric, the Wider LondonMetric Group or any part thereof) the Condition in paragraph 3(i) in Part A of this Appendix 1.

4. Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i) and 3(a) to 3(c) (inclusive) may not be waived.

5. The Merger will lapse if the Scheme does not become Effective by no later than 11.59 p.m. (London time) on the Long-stop Date.

6. If LondonMetric is required by the Panel to make a Takeover Offer for LXi Shares under the provisions of Rule 9 of the Takeover Code, LondonMetric may make such alterations to any of the above Conditions and terms of the Merger as are necessary to comply with the provisions of that Rule.

7. Neither LondonMetric nor LXi will be under any obligation to waive (if capable of waiver), to determine to be or remain satisfied or fulfilled, or to treat as satisfied or fulfilled any of the Conditions by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other Conditions may, at such earlier date, have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any of such Conditions may not be capable of satisfaction or fulfilment.

8. The LXi Shares will be acquired under the Scheme, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid, or any other return of capital (whether by reduction of share capital or share premium account or otherwise) made, on or after the date of this Announcement, save for any LXi Permitted Dividends.

9. Subject to the terms of the Scheme, if, on or after the date of this Announcement and prior to the Merger becoming Effective, any dividend (other than a LXi Permitted Dividend), distribution or other return of value is announced, declared, made, paid or becomes payable by LXi in respect of the LXi Shares, LondonMetric reserves the right (without prejudice to any right of LondonMetric to invoke Condition 3(h)(iii) in Part A of this Appendix 1) to reduce the consideration payable by the amount of any such dividend, distribution or other return of value, in which case: (a) any reference in this Announcement or in the Scheme Document to the consideration payable for the LXi Shares will be deemed to be a reference to the consideration payable as so reduced; and (b) the relevant eligible LXi Shareholders will be entitled to receive and retain such dividend, distribution or return of value. To the extent that any such dividend, distribution or other return of value announced, declared, made or paid is: (x) transferred pursuant to the Merger on a basis which entitles LondonMetric to receive the dividend or distribution and to retain it; or (y) cancelled, the consideration payable will not be subject to change in accordance with this paragraph. Any exercise by LondonMetric of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Merger.

10. Under Rule 13.5(a) of the Takeover Code, LondonMetric may only invoke a Condition so as to cause the Merger not to proceed, to lapse or to be withdrawn with the consent of the Panel. The Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to LondonMetric in the context of the Merger. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise. The conditions contained in Conditions ‎1, ‎2(a), 2(b), 2(c), 3(a), 3(b) and 3(c) of Part A above (and, if applicable, any Takeover Offer Acceptance Condition (as defined below) adopted on the basis specified in paragraph ‎6 of this Part B) are not subject to this provision of the Takeover Code. Any Condition that is subject to Rule 13.5(a) (save for, so far as it relates to LondonMetric, the Wider LondonMetric Group or any part thereof, the Condition in paragraph 3(i) in Part A of this Appendix 1) may be waived by LondonMetric.

11. Under Rule 13.6 of the Takeover Code, LXi may only invoke a Condition so as to cause the Merger not to proceed, to lapse or to be withdrawn if the circumstances which give rise to the right to invoke the Condition are of material significance to LXi Shareholders in the context of the Merger.

12. LondonMetric reserves the right to elect (with the consent of the Panel) to implement the Merger by way of a Takeover Offer as an alternative to the Scheme. In such event, the Merger will be implemented on the same terms and conditions (subject to appropriate amendments to reflect the change in method of effecting the Merger, including (without limitation) an acceptance condition set at 90 per cent. of the issued share capital of LXi (or such lower percentage (being more than 50 per cent.) of the issued share capital of LXi as LondonMetric may, subject to the rules of the Takeover Code and with the consent of the Panel, decide) as those which would apply to the Scheme (the "Takeover Offer Acceptance Condition"). Further, if sufficient acceptances of such Takeover Offer are received and/or sufficient LXi Shares are otherwise acquired, it is the intention of LondonMetric to apply the provisions of Chapter 3 of Part 28 of the Companies Act to compulsorily acquire any outstanding LXi Shares to which such Takeover Offer relates.

13. In the event that the Merger is implemented by way of a Takeover Offer, the issued share capital of LXi acquired shall be acquired with full title guarantee, fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, save for any LXi Permitted Dividends.

14. The availability of the Merger to LXi Shareholders not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements. Further details in relation to overseas shareholders will be contained in the Scheme Document in due course. The New LondonMetric Shares to be issued under the Merger 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 or under any of the relevant securities laws of any other Restricted Jurisdiction. Accordingly, the New LondonMetric Shares may not be offered, sold or delivered, directly or indirectly, in or into the United States, or any other Restricted Jurisdiction, except pursuant to exemptions from applicable securities law requirements of any such jurisdictions, including, without limitation, the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.

15. The Merger is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of 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 where to do so would violate the laws of that jurisdiction.

16. The Merger and the Scheme will be governed by the laws of England and be subject to the jurisdiction of the Court and to the conditions and further terms set out in this Appendix 1 and the full terms and conditions to be set out in the Scheme Document to be published in due course. The Merger will be subject to the applicable requirements of the Takeover Code, the Panel, the Listing Rules and the London Stock Exchange.

17. Fractions of the New LondonMetric Shares will not be allotted or issued pursuant to the Merger, but entitlements of Scheme Shareholders will be rounded down to the nearest whole number of New LondonMetric Shares and all fractions of New LondonMetric Shares will be aggregated and sold in the market as soon as practicable after the Merger becomes Effective. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed in due proportions to LXi Shareholders who would otherwise have been entitled to such fractions provided that individual entitlements to amounts of less than £5.00 will not be paid to Scheme Shareholders but will be retained for the benefit of LondonMetric.

18. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix 2

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

1. All Closing Prices for LondonMetric Shares and LXi Shares have been derived from the Daily Official List and represent the Closing Price of the relevant shares on the relevant date.

2. All Undisturbed Closing Prices for LondonMetric Shares and LXi Shares represent the Closing Price of the relevant shares on 15 December 2023.

3. All volume weighted average share prices for LXi Shares are derived from Bloomberg.

4. As at the close of business on the Latest Practicable Date, there were 1,089,596,222 LondonMetric Shares in issue and admitted to trading on the Main Market of the London Stock Exchange under the ISIN code GB00B4WFW713.

5. As at the close of business on the Latest Practicable Date, there were 1,714,473,236 LXi Shares in issue and admitted to trading on the Main Market of the London Stock Exchange under the ISIN code GB00BYQ46T41.

6. The financial information relating to LondonMetric is extracted from the unaudited consolidated interim financial statements contained in the interim results of LondonMetric for the period ended 30 September 2023.

7. The financial information relating to LXi is extracted from the unaudited consolidated interim financial statements contained in the interim results of LXi for the period ended 30 September 2023.

8. Combined portfolio statistics have been derived from figures in the sources referenced above.

9. Combined sector exposure statistics have been derived from the reclassification of both LondonMetric's and LXi's historic asset classes (each as set out in the interim results of each company for the period ended 30 September 2023) into revised asset classes using criteria which LondonMetric would propose to use for the combined portfolio following the Merger.

10. For the purposes of Rule 29.1(d) of the Takeover Code, an updated valuation of LondonMetric's property portfolio has been obtained. This has been used to calculate the Rolled-Forward Unaudited EPRA NTA per LondonMetric Share as at 31 December 2023:

£'000 unless stated	EPRA NTA as at 30 September 2023	Adjustment for Disposals and Acquisitions ⁽⁷⁾	Adjustment for 31 December 2023 Revaluation⁽⁸⁾	Rolled-Forward Unaudited EPRA NTA as at 31 December 2023
Property value⁽¹⁾	3,177	(24)	(44)	3,109
Gross debt⁽²⁾	(974)	22	-	(951)
Cash⁽³⁾	28	-	-	28
Other net liabilities⁽⁴⁾	(53)	-	-	(53)
EPRA NTA⁽⁵⁾	2,179	(2)	(44)	2,133
Number of ordinary shares - fully diluted⁽⁶⁾	1,092	-	-	1,092
EPRA NTA per share (pence)	199.6	(0.1)	(4.0)	195.4

^{(1) Consists of investment property, investment properties held for sale and trading property}

^{(2) Consists of borrowings prior to the deduction of unamortised loan arrangement fees}

^{(3) Consists of cash and cash equivalents, excluding restricted cash}

^{(4) Consists of other assets / (liabilities) and the EPRA adjustment (which removes the fair value of derivatives)}

^{(5) The LondonMetric Directors confirm that the aggregate of other movements in EPRA NTA between 30 September 2023 and 31 December 2023 is not material}

^{(6) Total diluted shares as at 30 September 2023 and 31 December 2023}

^{(7) Represents the change in property value and consideration associated with any material disposals / acquisitions between 30 September 2023 and 31 December 2023}

^{(8) Represents the revaluation adjustment for the market valuation of investment properties as at 31 December 2023}

11. For the purposes of Rule 29.1(d) of the Takeover Code, an updated valuation of LXi's property portfolio has been obtained. This has been used to calculate the Rolled-Forward Unaudited EPRA NTA per LXi Share as at 31 December 2023:

£'000 unless stated	EPRA NTA as at 30 September 2023	Adjustment for Disposals and Acquisitions	Adjustment for 31 December 2023 Revaluation⁽⁷⁾	Rolled-Forward Unaudited EPRA NTA as at 31 December 2023
Property value⁽¹⁾	3,191	-	(28)	3,164
Gross debt⁽²⁾	(1,271)	-	-	(1,271)
Cash⁽³⁾	112	-	(8)	104
Other net liabilities⁽⁴⁾	(76)	-	-	(76)
EPRA NTA⁽⁵⁾	1,956	-	(36)	1,920
Number of ordinary shares⁽⁶⁾	1,714	-	-	1,714
EPRA NTA per share (pence)	114.1	-	(2.1)	112.0

^{(1) Consists of investment property and investment properties held for sale}

^{(2) Consists of borrowings prior to the deduction of unamortised loan arrangement fees}

^{(3) Consists of cash and cash equivalents, excluding restricted cash}

^{(4) Consists of other assets / (liabilities) and the EPRA adjustment (which removes the fair value of derivatives)}

^{(5) The LXi Directors confirm that the aggregate of other movements in EPRA NTA between 30 September 2023 and 31 December 2023 is not material}

^{(6) Total shares as at 30 September 2023 and 31 December 2023}

^{(7) Represents the revaluation adjustment for the market valuation of investment properties as at 31 December 2023, adjusted for approximately £8 million of capital expenditure}

12. Certain figures in this Announcement have been subject to rounding adjustments.

Appendix 3

IRREVOCABLE UNDERTAKINGS

Part A: Director irrevocable undertakings

1. Irrevocable undertakings from the LXi Directors in respect of LXi Shares

The following LXi Directors have given irrevocable undertakings in respect of their entire beneficial holdings of LXi Shares to vote or procure votes in favour of the Scheme at the Court Meeting and the LXi Resolution to be proposed at the LXi General Meeting, amounting in aggregate to 96,878,432 LXi Shares, representing approximately 5.65 per cent. of LXi's existing issued ordinary share capital as at close of business on the Latest Practicable Date:

Name	Number of LXi Shares in respect of which undertaking is given	Percentage of LXi Shares in issue at the Latest Practicable Date %
Cyrus Ardalan	206,000	0.01%
Hugh Seaborn	40,595	0.00%
Ismat Levin	14,084	0.00%
Sandy Gumm	639,346	0.03%
Nick Leslau	3,714,356	0.21%
Prestbury entities associated with Nick Leslau and Sandy Gumm
Prestbury Incentives Ltd⁽¹⁾	47,962,486	2.79%
Prestbury Investment Holdings Ltd⁽²⁾	44,301,565	2.58%

______________________

⁽¹⁾^{Nick Leslau and Sandy Gumm are shareholders and directors of the immediate parent entity of Prestbury Incentives Ltd}

⁽²⁾^{Nick Leslau is a director and holds a circa 95 per cent. indirect interest in Prestbury Investment Holdings Ltd and Sandy Gumm is also a director and shareholder of Prestbury Investment Holdings Ltd}

These irrevocable undertakings will cease to be binding if:

1. the Merger terminates, lapses or is withdrawn in accordance with its terms;

2. the Scheme has not become effective, or the Takeover Offer has not been declared unconditional in all respects (as the case may be), in accordance with the requirements of the Takeover Code by 6.00 p.m. on the Long-stop Date or such later time or date as agreed between LondonMetric and LXi with the approval of the Court and/or the Panel, if required; or

3. the LondonMetric Board withdraws, amends or changes its recommendation for the LondonMetric Shareholders to vote in favour of any resolutions required by LondonMetric for the purposes of implementing the Merger.

Further, the undertakings provided by Nick Leslau and Sandy Gumm will cease to be binding if, prior to the Scheme becoming Effective (or the Takeover Offer becoming wholly unconditional, as the case may be), a competing offeror announces a firm intention to make an all-cash offer for the entire issued ordinary share capital of LXi, provided that:

· the competing offer is at a cash price at least 15 per cent. more than the Closing Price for each LXi Share as at 10 January 2024;

· LXi, having taken advice from its financial advisers, agrees and resolves to recommend the competing offer to LXi Shareholders; and

· LondonMetric has not announced a firm intention to make a revised offer for all of the issued ordinary share capital of LXi not already owned by it (or by persons acting in concert with it), which is not subject to any pre-conditions, for an equivalent or improved consideration (in the reasonable opinion of LXi's financial advisers) to that available under such competing offer by 5.00 p.m. on the date falling ten Business Days after the date of the relevant announcement made by the competing offeror, unless the competing offer lapses or is withdrawn by 5.00 p.m. on such date.

In addition, Nick Leslau has agreed to the Lock-in Commitment.

2. Irrevocable undertakings from the LondonMetric Directors in respect of LondonMetric Shares

The following LondonMetric Directors have given irrevocable undertakings in respect of their entire beneficial holdings of LondonMetric Shares to vote in favour of the LondonMetric Resolution to be proposed at the LondonMetric General Meeting, amounting in aggregate to 9,334,273 LondonMetric Shares, representing approximately 0.85 per cent. of LondonMetric's existing issued ordinary share capital as at close of business on the Latest Practicable Date:

Name	Number of LondonMetric Shares in respect of which undertaking is given	Percentage of LondonMetric Shares in issue at the Latest Practicable Date %
Andrew Jones	5,473,411	0.50%
Martin McGann	3,501,114	0.32%
Alistair Elliott	80,000	0.00%
Suzanne Avery	27,050	0.00%
Robert Fowlds	104,000	0.00%
Andrew Livingston	106,830	0.00%
Katerina Patmore	5,000	0.00%
Suzy Neubert	36,868	0.00%

These irrevocable undertakings will cease to be binding if:

1. the Merger terminates, lapses or is withdrawn in accordance with its terms;

2. the Scheme has not become effective, or the Takeover Offer announced has not been declared unconditional in all respects (as the case may be), in accordance with the requirements of the Code by 6.00 p.m. on the Long-stop Date, or such later time or date as agreed between LondonMetric and LXi, with the approval of the Court and/or the Panel if required; or

3. the board of LondonMetric withdraws, amends or changes its recommendation for the shareholders of LondonMetric to vote in favour of any resolutions required by LondonMetric for the purposes of implementing the Merger.

Part B: Letter of intent

§ LXi Shareholder letter of intent

Name	Number of LXi Shares	Percentage of LXi Shares in issue at the Latest Practicable Date %
Artemis Investment Management LLP	128,066,087	7.46%

Appendix 4

Valuation reports

[Title]

In respect of:

Portfolio of 157 properties held by LondonMetric Property Plc

On behalf of:

the Addressees as set out below

Date of valuation:

31 December 2023

Report Date

11 January 2024

Valuation Date

31 December 2023

Addressees

LondonMetric Property Plc

1 Curzon Street

London

W1J 5HB

(hereinafter referred to as "LondonMetric" or the "Company")

and

Peel Hunt LLP

100 Liverpool Street

London

EC2M 2AT

(in their capacity as joint financial adviser and broker to the Company)

and

Barclays Bank Plc

1 Churchill Place

London

E14 5HP

(in their capacity as lead financial adviser and broker to the Company)

and

J.P. Morgan Securities Plc

25 Bank Street

Canary Wharf

London

E14 5JP

(in their capacity as joint financial adviser and broker to the Company)

and

LXi REIT Plc

8th Floor, 100 Bishopsgate

London

EC2N 4AG

(hereinafter referred to as "LXi")

and

Lazard & Co., Limited

50 Stratton Street

London

W1J 8LL

(in their capacity as lead financial adviser to LXi)

and

Jefferies International Limited

100 Bishopsgate

London

EC2N 4JL

(in their capacity as financial adviser and corporate broker to LXi)

(and all the above collectively referred to as "the Addressees")

The Properties

157 properties held by LondonMetric Property Plc, as set out in the Schedule of Properties below in Appendix A.

Instruction

To value without re-inspecting the unencumbered freehold and leasehold interests (as applicable) of the Properties on the basis of Market Value as at the Valuation Date in accordance with Terms of Engagement entered into between CBRE and the Addressees dated TBC.

Status of Valuer

You have instructed us to act as an External valuer as defined in the current version of the RICS Valuation - Global Standards.

Please note that the Valuation may be investigated by the RICS for the purposes of the administration of the Institution's conduct and disciplinary regulations in order to ensure compliance with the Valuation Standards.

Purpose and Basis of Valuation

The Valuation has been prepared for a Regulated Purpose as defined in the RICS Valuation - Global Standards (2022) and the UK national supplement current as at the Valuation Date (the "Red Book").

We understand that our valuation report and the Appendices to it (together the "Valuation Report") are required for inclusion in an announcement to be issued by the Company in connection with the proposed recommended offer by the Company for the entire issued and to be issued ordinary share capital of LXi (the "Transaction") pursuant to Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") (the "Announcement)

The Valuation is on the basis of Market Value as defined in the current edition of the RICS Valuation - Global Standards and as in Valuation Assumptions set out below.

The effective date of our Valuation is 31 December 2023 (the "Valuation Date").

In accordance with the Red Book we have made certain disclosures in connection with this valuation instruction and our relationship with the Addressees.

Market Value of the Properties as at 31 December 2023 (100%)

£2,391,110,000 (TWO BILLION, THREE HUNDRED AND NINETY ONE MILLION, ONE HUNDRED AND TEN THOUSAND POUNDS) exclusive of VAT, as shown in the Schedule of Capital Values set out below.

For the avoidance of doubt, we have valued the Properties as real estate and the values reported above represent 100% of the market values of the assets. There are no negative values to report.

Our opinion of Market Value is based upon the Scope of Work and Valuation Assumptions attached, and has been primarily derived using comparable recent market transactions on arm's length terms.

The Properties are split by property type and tenure as follows.

Property Type

Freehold

Long Leasehold

Total

Market Value of Properties held for Investment

£2,360,420,000

(152 Properties)

£30,690,000

(5 Properties)

£2,391,110,000

(157 Properties)

Market Value of the Properties as at 31 December 2023 (at share)

The Company has advised us that they have a joint venture share in some of the Properties and the total arithmetical apportionment of the value taking into account the relevant ownership share (as advised to us by the Company) on a pro-rata basis is as follows:

£2,324,485,000 (Two Billion, Three Hundred and Twenty Four Million, Four Hundred and Eighty Five Thousand Pounds) exclusive of VAT.

Where a Property is owned through an indirect investment structure or a joint tenancy in a trust for sale, our Valuation represents the relevant apportioned percentage of ownership of the value of the whole Property, assuming full management control. Our Valuation therefore is unlikely to represent the value of the interests in the indirect investment structure through which the property is held.

Report Format

Appendix A of this Valuation Report contains the Schedule of Properties.

Appendix B provides a split of the value of the Properties by use type.

Appendix C provides a split of the value of the Properties by location.

The Company has expressly instructed us not to disclose certain information which is considered commercially sensitive, namely the individual values of the Properties.

Market Conditions

We draw your attention to a combination of global inflationary pressures (leading to higher interest rates) and recent failures/stress in banking systems which have increased the potential for constrained credit markets, negative capital value movements and enhanced volatility in property markets over the short-to-medium term.

Experience has shown that consumer and investor behaviour can quickly change during periods of such heightened volatility. Lending or investment decisions should reflect this heightened level of volatility and the potential for deteriorating market conditions.

It is important to note that the conclusions set out in this report are valid as at the valuation date only. Where appropriate, we recommend that the valuation is closely monitored, as we continue to track how markets respond to evolving events.

Portfolios and Aggregation

We have valued the Properties individually and no account has been taken of any discount or premium that may be negotiated in the market if all or part of the portfolio was to be marketed simultaneously, either in lots or as a whole.

Valuation Approach for Properties in Course of Development

In the case of development valuations, we would draw your attention to the fact that, even in normal market conditions, the residual method of valuation is very sensitive to changes in key inputs, with small changes in variables (such as the timing of the development, finance/construction costs and sales rates) having a disproportionate effect on land value.

Consequently, in reference to the Market Conditions section above it is inevitable that there is even greater uncertainty, with site values being susceptible to much more variance than normal.

Building Contracts

Current supply issues associated with some building material shortages are impacting on construction costs and timing.

Unexecuted construction / building contracts may be subject to price increases and executed contracts may contain conditions which allow the builder to pass on any increases to the instructing party.

We recommend you obtain appropriate advice to confirm there are no adverse conditions within the final construction/building contract and/or ensure there are additional funds available to cover potential cost escalations.

Rising building costs and shortages of labour and materials may also affect the builder`s viability and/or ability to meet construction timeframes. In this climate, we strongly recommend you verify the experience and financial capability of the builder to complete the project on time and on budget. Caution is advised in this regard.

In the absence of any information to the contrary, we have assumed that the construction contract and any warranties will be assignable.

Construction Cost Volatility

Material costs, labour costs and supply chains are unusually volatile with the market experiencing price increases in some, or all of these areas during 2022 and continuing into 2023. This has created significant uncertainty in cost estimates, which is likely to continue. In addition, there are significant risks that delays may be encountered in sourcing materials and labour, and as such, delivery risks are also heightened in this climate.

Furthermore, the likelihood of ongoing cost escalations and sourcing delays is high. This may place additional pressure on both the developer's and builder's profit margins and development viability.

These inherent risks should therefore be given careful consideration in lending and investment decisions. Caution is advised in this regard.

Compliance with Valuation Standards

The Valuation has been prepared in accordance with the latest version of the RICS Valuation - Global Standards (incorporating the International Valuation Standards) and the UK national supplement (the "Red Book") current as the Valuation Date.

We confirm that the valuations have been prepared in accordance with the requirements of Rule 29 of the Code.

The Properties have been valued by a valuer who is qualified for the purpose of the Valuation in accordance with the Red Book and Rule 29.3 (a) (ii) and (iii) of the Code. We confirm that we have sufficient local and national knowledge of the particular property market involved and have the skills and understanding to undertake the Valuation competently.

Where the knowledge and skill requirements of the Red Book have been met in aggregate by more than one valuer within CBRE, we confirm that a list of those valuers has been retained within the working papers, together with confirmation that each named valuer complies with the requirements of the Red Book.

This Valuation is a professional opinion and is expressly not intended to serve as a warranty, assurance or guarantee of any particular value of the subject Properties. Other valuers may reach different conclusions as to the value of the subject Properties. This Valuation is for the sole purpose of providing the intended user with the valuer's independent professional opinion of the value of the subject Properties as at the Valuation Date.

Sustainability Considerations

Wherever appropriate, sustainability and environmental matters are an integral part of the valuation approach. 'Sustainability' is taken to mean the consideration of such matters as environment and climate change, health and well-being and corporate responsibility that can or do impact on the valuation of an asset. In a valuation context, sustainability encompasses a wide range of physical, social, environmental, and economic factors that can affect value. The range of issues includes key environmental risks, such as flooding, energy efficiency and climate, as well as matters of design, configuration, accessibility, legislation, management, and fiscal considerations - and current and historic land use.

Sustainability has an impact on the value of an asset, even if not explicitly recognised. Valuers reflect markets, they do not lead them. Where we recognise the value impacts of sustainability, we are reflecting our understanding of how market participants include sustainability requirements in their bids and the impact on market valuations.

Climate Risk Legislation

From June 2019, the Climate Change Act 2008 (2050 Target Amendment) Order 2019 commits the UK Government to reducing greenhouse gas emissions by 100% from 1990 levels (i.e. a Net Zero position) by 2050. In 2021 an interim target was set, to reduce emissions by 78% by 2035, by decarbonising electricity generation. This means that fossil fuels used in building, such as natural gas for heating, are incompatible with this commitment. The proposal to update the Minimum Energy Efficiency Standards, to require all non-domestic properties to a minimum epc rating of B in 2030 has not been ratified and in the absence of any commentary from the current administration, we assume landlords will continue to work towards this target.

We also note that the UK's introduction of mandatory climate related disclosures (reporting climate risks and opportunities consistent with recommendations by the "Task Force for Climate Related Financial Disclosure" (TCFD)), including the assessment of so-called physical and transition climate risks, will potentially have an impact on how the market views such risks and incorporates them into the sale of letting of assets.

The European Union's "Sustainable Finance Disclosure Regulations" (SFDR) may impact on UK asset values due to the requirements in reporting to European investors.

Assumptions

The Properties details on which each Valuation are based are as set out in this report. We have made various assumptions as to tenure, letting, taxation, town planning, and the condition and repair of buildings and sites - including ground and groundwater contamination - as set out below.

If any of the information or assumptions on which the Valuation is based are subsequently found to be incorrect, the Valuation figures may also be incorrect and should be reconsidered.

Variations and/or

Departures from

Standard Assumptions

None.

Independence

The total fees, including the fee for this assignment, earned by CBRE Ltd (or other companies forming part of the same group of companies within the UK) from LondonMetric (or other companies forming part of the same group of companies) is less than 5.0% of the total UK revenues.

It is not anticipated this situation will vary in the financial year to 31 December 2024.

We confirm that neither the valuers concerned nor CBRE have any personal interest in the Company, LXi, any of the Properties or in the outcome of the valuation.

Previous Involvement and Conflicts of Interest

We confirm that we have valued the Properties on behalf of the Company on a six monthly basis for financial reporting purposes for in excess of 10 years, the most recent valuation being 30 September 2023.

From time to time, CBRE provides agency or professional services to the Company.

We do not consider that this previous involvement represents a conflict of interest and you have confirmed to us that it also considers this to be the case.

We confirm that -we are not aware of any conflicts of interest that would prevent us from exercising the required levels of independency and objectivity.

Copies of our conflict of interest checks have been retained within the working papers.

Disclosure

The principal signatory of this report has continuously been the signatory of valuations for the Company since March 2023.

CBRE has continuously been carrying out Valuation instructions for the Company for in excess of 10 years.

CBRE Ltd has carried out Valuation, Agency and Professional services on behalf of the Company for in excess of 10 years.

Responsibility

We are responsible for this Valuation Report and accept responsibility for the information contained in this Valuation Report and confirm that to the best of our knowledge (having taken all reasonable care to ensure that such is the case) the information contained in this Valuation Report is in accordance with the facts and this Valuation Report makes no omissions likely to affect its import.

Save for any responsibility arising under the Takeover Code to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in accordance with this Valuation Report or our statement above.

Reliance

Save as set out in Responsibility above, the contents of this Report may only be relied upon by:

i) Addressees of the Report; and

ii) Parties who have received prior written consent from CBRE in the form of a reliance letter;

for the specific purpose set out herein and no responsibility is accepted to any third party for the whole or any part of its contents.

No reliance may be placed upon the contents of this Valuation Report by any party for any purpose other than in connection with the Purpose of Valuation.

Publication

Neither the whole nor any part of our report nor any references thereto may be included in any published document, circular or statement nor published in any way without our prior written approval of the form and context in which it will appear.

Such publication of, or reference to this report will not be permitted unless it contains a sufficient contemporaneous reference to any departure from the Red Book or the incorporation of the special assumptions referred to herein.

Yours faithfully

Nick Butler

BSc (Hons) MRICS

Executive Director

RICS Registered Valuer

For and on behalf of CBRE Limited

+44 2071822526

Nick.Butler@cbre.com

Yours faithfully

Stephen Marshall

BSc (Hons) MRICS MCIArb

Executive Director

RICS Registered Valuer

For and on behalf of CBRE Limited

+44 2071822672

Stephen.marshall@cbre.com

Source of Information and Scope of Works

Sources of Information	We have carried out our work based upon information supplied to us by the Company and their professional advisors, as set out within this report, which we have assumed to be correct and comprehensive. · Tenancy Schedule named CBRE Nov Prop Data and received on 24/11/2023 at 1141.
The Properties	Our report contains a brief summary of the Property details on which our Valuation has been based. You have expressly instructed us not to disclose certain information which is considered by the Company to be commercially sensitive, namely the individual values of the Properties.
Inspection	As part of our valuation instruction from the Company for financial reporting purposes, the majority of the Properties have been subject to internal inspections on a three year rolling basis. As instructed, we have not re-inspected all the Properties for the purpose of this valuation. With regard to those Properties which have not been subject to re-inspection, the Company has confirmed that they are not aware of any material changes to the physical attributes of the properties, or the nature of their location, since the last inspection. We have assumed this advice to be correct. Where properties have not been reinspected, the valuer will not carry out the usual range of enquiries performed during a full inspection of these properties and will make the appropriate assumptions based on the information provided or available that, without a full inspection, cannot be verified. The instructing parties acknowledge and accept the heightened and inherent uncertainty and risks relying upon a valuation prepared on a desktop basis.
Areas	We have not measured the Properties but have relied upon the floor areas provided to us by you or your professional advisors, which we have assumed to be correct and comprehensive, and which you have advised us have been calculated using the: Gross Internal Area (GIA), Net Internal Area (NIA) or International Property Measurement Standard (IPMS) 3 - Office, measurement methodology as set out in the latest edition of the RICS Property Measurement Standards.
Environmental Considerations	We have not been instructed to make any investigations in relation to the presence or potential presence of contamination in land or buildings or the potential presence of other environmental risk factors and to assume that if investigations were made to an appropriate extent then nothing would be discovered sufficient to affect value. We have not carried out investigation into past uses, either of the property or of any adjacent lands, to establish whether there is any potential for contamination from such uses or sites, or other environmental risk factors and have therefore assumed that none exists.
Sustainability Considerations	In carrying out this valuation, we have considered the impact of sustainability factors on the value of the property. Based on our inspections and our review of the information that was available to us, we have not identified any risk factors which, in our opinion, would affect value. However, CBRE gives no warranty as to the absence of such risk factors in relation to sustainability.
Services and Amenities	We understand that the Properties are located in an area served by mains gas, electricity, water and drainage. None of the services have been tested by us. Enquiries regarding the availability of utilities/services to the development schemes are outside the scope of our report.
Repair and Condition	We have not carried out building surveys, tested services, made independent site investigations, inspected woodwork, exposed parts of the structure which were covered, unexposed or inaccessible, nor arranged for any investigations to be carried out to determine whether or not any deleterious or hazardous materials or techniques have been used, or are present, in any part of the Properties. We are unable, therefore, to give any assurance that the Properties are free from defect.
Town Planning	We have not undertaken planning enquiries.
Titles, Tenures and Lettings	Details of title/tenure under which the Properties are held and of lettings to which it is subject are as supplied to us. We have not generally examined nor had access to all the deeds, leases or other documents relating thereto. Where information from deeds, leases or other documents is recorded in this report, it represents our understanding of the relevant documents. We should emphasise, however, that the interpretation of the documents of title (including relevant deeds, leases and planning consents) is the responsibility of your legal adviser. We have not conducted credit enquiries on the financial status of any tenants. We have, however, reflected our general understanding of purchasers' likely perceptions of the financial status of tenants.

Valuation Assumptions

Introduction	An Assumption is defined in the Red Book Glossary and VPS 4 to be a "supposition taken to be true" (an "Assumption"). Assumptions are facts, conditions or situations affecting the subject of, or approach to, a valuation that it has been agreed need not be verified by the valuer as part of the valuation process. Assumptions are made when it is reasonable for the valuer to accept that something is true without the need for specific investigation. The Company has confirmed and we confirm that our Assumptions are correct as far as the Company and we, respectively, are aware. In the event that any of these Assumptions prove to be incorrect then our valuations should be reviewed. The principal Assumptions which we have made are stated within this Valuation Report. For the avoidance of doubt, the Assumptions made do not affect compliance with the approach to Market Value under the Red Book.
Capital Values	The Valuation has been prepared on the basis of "Market Value", which is defined in the Red Book as: "The estimated amount for which an asset or liability should exchange on the Valuation Date between a willing buyer and a willing seller in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion." The Valuation represents the figure that would appear in a hypothetical contract of sale at the Valuation Date. No adjustment has been made to this figure for any expenses of acquisition or realisation - nor for taxation which might arise in the event of a disposal. No account has been taken of any inter-company leases or arrangements, nor of any mortgages, debentures or other charge. No account has been taken of the availability or otherwise of capital based Government or European Community grants.
Taxation, Costs and Realisation Costs	As stated above, no allowances have been made for any expenses of realisation nor for taxation which might arise in the event of a disposal. Our valuations reflect purchasers' statutory and other normal acquisition costs.
VAT	We have not been advised whether the properties are elected for VAT. All rents and capital values stated in this report are exclusive of VAT.
Net Annual Rent	Net annual rent is defined for the purposes of this transaction as "the current income or income estimated by the valuer: (i) ignoring any special receipts or deduction arising from the property; (ii) excluding Value Added Tax and before taxation (including tax on profits and any allowances for interest on capital or loans); and (iii) after making deductions for superior rents (but not for amortisation), and any disbursements including, if appropriate, expenses of managing the property and allowances to maintain it in a condition to command its rent".
Estimated Net Annual Rental Value	The estimated net annual rental value is based on the current rental value of each of the Properties. The rental value reflects the terms of the leases where the Properties, or parts thereof, are let at the date of valuation. Where the Properties, or parts thereof, are vacant at the date of valuation, the rental value reflects the rent we consider would be obtainable on an open market letting as at the date of valuation.
Rental Values	Unless stated otherwise rental values indicated in our report are those which have been adopted by us as appropriate in assessing the capital value and are not necessarily appropriate for other purposes, nor do they necessarily accord with the definition of Market Rent in the Red Book, which is as follows: "The estimated amount for which an interest in real property should be leased on the Valuation Date between a willing lessor and a willing lessee on appropriate lease terms in an arm's length transaction, after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion."
Fixtures, Fittings and Equipment	Where appropriate we have regarded the shop fronts of retail and showroom accommodation as forming an integral part of the building. Landlord's fixtures such as lifts, escalators, central heating and other normal service installations have been treated as an integral part of the building and are included within our Valuations. Process plant and machinery, tenants' fixtures and specialist trade fittings have been excluded from our Valuations. All measurements, areas and ages quoted in our report are approximate.
Environmental Matters	In the absence of any information to the contrary, we have assumed that: a) the Property/Properties is/are not contaminated and is not adversely affected by any existing or proposed environmental law; b) any processes which are carried out on the Property/Properties which are regulated by environmental legislation are properly licensed by the appropriate authorities; c) in England and Wales, the Property/Properties possesses current Energy Performance Certificates (EPCs) as required under the Government's Energy Performance of Buildings Directive - and that they have an energy efficient standard of 'E', or better. Under the Energy Efficiency (Private Rented Property) (England and Wales) Regulations 2015 it became unlawful for landlords to rent out business or residential premise from 1st April 2018 - unless the site has reached a minimum EPC rating of an 'E', or secured a relevant exemption. In Scotland, we have assumed that the Property/Properties possesses current EPCs as required under the Scottish Government's Energy Performance of Buildings (Scotland) Regulations - and that they meet energy standards equivalent to those introduced by the 2002 building regulations. The Assessment of Energy Performance of Non-Domestic Buildings (Scotland) Regulations 2016 requires building owners to commission an EPC and Action Plan for sale or new rental of non-domestic buildings bigger than 1,000 sq m that do not meet 2002 building regulations energy standards. Action Plans contain building improvement measures that must be implemented within 3.5 years, subject to certain exemptions; d) In January 2021 the Government set out proposals in England and Wales for 'improving the energy performance of privately rented homes'. The key tenets of the proposals are to; reduce emissions; tackle fuel poverty; improve asset quality; reduce energy bills; enhance energy security; and support associated employment. The proposals were wide ranging and included new demands on residential landlords through Energy Performance Certificates ('EPCs'). Existing PRS Regulations set a minimum standard of EPC Band E for residential units to be lettable. The Government proposals see this threshold being raised to EPC Band C for all new tenancies created from 01 April 2025 and for all existing tenancies by 01 April 2028. The principle for relevant building works is to be 'fabric first' meaning maximisation of components and materials that make up the building fabric to enhance, for example, insulation, ventilation and air-tightness. The proposals also cite; compliance measures and penalties for landlords, letting agents and local authorities; and affordability support for carrying out necessary works. The implication was (as with the existing EPC Band E requirement) that private rented units may effectively be rendered unlettable if they failed to meet or exceed the minimum EPC requirement. On 20 September 2023 the Prime Minister announced revisions to the PRS Regulations such that residential landlords will not be fined if they do not meet these requirements. It was not specified if this denotes a delay to the effective fates or the removal of the penalty. In addition the Prime Minister announced that Boiler Upgrade Scheme subsidies will be increased from £5,000 to £7,500, and the timeframe for removal of gas fired boilers delayed until 2035. The change in policy is more towards incentivising change as opposed to enforcement. The UK's Net Zero 2050 pledge is still being upheld although future revisions are not out of the question, particularly in the event of a potential change in Government. It is likely that institutional landlords in particular will continue to target energy efficiency given policy change uncertainty and the ever increasing focus on ESG; we therefore expect EPC ratings to continue to be a focus for residential investors and occupiers in the UK e) the Properties are either not subject to flooding risk or, if it is, that sufficient flood defences are in place and that appropriate building insurance could be obtained at a cost that would not materially affect the capital value; and f) invasive species such as Japanese Knotweed are not present on the Properties. High voltage electrical supply equipment may exist within, or in close proximity of, the Properties. The National Radiological Protection Board (NRPB) has advised that there may be a risk, in specified circumstances, to the health of certain categories of people. Public perception may, therefore, affect marketability and future value of the Properties. Our Valuation reflects our current understanding of the market and we have not made a discount to reflect the presence of this equipment.
Repair and Condition	In the absence of any information to the contrary, we have assumed that: a) there are no abnormal ground conditions, nor archaeological remains, present which might adversely affect the current or future occupation, development or value of the Properties; b) the Properties are free from rot, infestation, structural or latent defect; c) no currently known deleterious or hazardous materials or suspect techniques, including but not limited to Composite Panelling, ACM Cladding, High Alumina Cement (HAC), Asbestos, Reinforced Autoclaved Aerated Concrete (Raac), have been used in the construction of, or subsequent alterations or additions to, the Properties; and d) the services, and any associated controls or software, are in working order and free from defect. We have otherwise had regard to the age and apparent general condition of the Properties. Comments made in the property details do not purport to express an opinion about, or advise upon, the condition of uninspected parts and should not be taken as making an implied representation or statement about such parts.
Title, Tenure, Lettings, Planning, Taxation and Statutory & Local Authority Requirements	Unless stated otherwise within this report, and in the absence of any information to the contrary, we have assumed that: a) the Properties possesses a good and marketable title free from any onerous or hampering restrictions or conditions; b) the building has been erected either prior to planning control, or in accordance with planning permissions, and has the benefit of permanent planning consents or existing use rights for their current use; c) the Properties is not adversely affected by town planning or road proposals; d) the building complies with all statutory and local authority requirements including building, fire and health and safety regulations, and that a fire risk assessment and emergency plan are in place; e) only minor or inconsequential costs will be incurred if any modifications or alterations are necessary in order for occupiers of the Properties to comply with the provisions of the Disability Discrimination Act 1995 (in Northern Ireland) or the Equality Act 2010 (in the rest of the UK); f) all rent reviews are upward only and are to be assessed by reference to full current market rents; g) there are no tenant's improvements that will materially affect our opinion of the rent that would be obtained on review or renewal; h) tenants will meet their obligations under their leases, and are responsible for insurance, payment of business rates, and all repairs, whether directly or by means of a service charge; i) there are no user restrictions or other restrictive covenants in leases which would adversely affect value; j) where more than 50% of the floorspace of the Properties is in residential use, the Landlord and Tenant Act 1987 (the "Act") gives certain rights to defined residential tenants to acquire the freehold/head leasehold interest in the Properties. Where this is applicable, we have assumed that necessary notices have been given to the residential tenants under the provisions of the Act, and that such tenants have elected not to acquire the freehold/head leasehold interest. Disposal on the open market is therefore unrestricted; k) where appropriate, permission to assign the interest being valued herein would not be withheld by the landlord where required; l) vacant possession can be given of all accommodation which is unlet or is let on a service occupancy; and m) Land Transfer Tax (or the local equivalent) will apply at the rate currently applicable. In the UK, Stamp Duty Land Tax (SDLT) in England and Northern Ireland, Land and Buildings Transaction Tax (LABTT) in Scotland or Land Transaction Tax (LTT) in Wales, will apply at the rate currently applicable

Appendices

Appendix A: Schedule of Properties as at 31 December 2023

Address	Tenure	Ownership Purpose
Pai Skincare, Acton, ACTON	Freehold	Investment
Ford Retail, ALPERTON	Freehold	Investment
Vitec, Flagstaff 42, ASHBY-DE-LA-ZOUCH	Freehold	Investment
Blue Chyp, Ashford 34, ASHFORD	Freehold	Investment
Allegion, Unit 1 Golden Cross, ASTON	Freehold	Investment
City Plumbing, Vantage 1, ASTON	Freehold	Investment
CHEP Unit, AVONMOUTH	Freehold	Investment
DSV Unit, AVONMOUTH	Freehold	Investment
3663 Unit, Chalker Way, BANBURY	Freehold	Investment
Burnt Mills Industrial Estate, BASILDON	Freehold	Investment
Unit 2 Juniper West, BASILDON	Freehold	Investment
Unit 3 Juniper West, BASILDON	Freehold	Investment
Bunzl, Unit K60, BASINGSTOKE	Freehold	Investment
Argos, BEDFORD	Freehold	Investment
Bedford Link - Phase 1, BEDFORD	Freehold	Investment
Bedford Link - Phase 2 Unit 1, BEDFORD	Freehold	Investment
Bedford Link - Phase 3 Unit 3, BEDFORD	Freehold	Investment
Unit 1 Bicester Distribution Park, BICESTER	Freehold	Investment
Unit B, Bicester Park, BICESTER	Freehold	Investment
John Wiley, BOGNOR REGIS	Freehold	Investment
1-2 Network, BRACKNELL	Freehold	Investment
Antolin, Barton Business Park, BURTON-ON-TRENT	Freehold	Investment
Fentiman Way, 130 Thamesview Business Park, CANVEY ISLAND	Freehold	Investment
Global Life Sciences, Longwood Drive, CARDIFF	Freehold	Investment
Land at Fforest Farm Industrial Estate (2.46 acres), CARDIFF	Freehold	Investment
Ceva Logistics, CASTLE DONINGTON	Freehold	Investment
Cleeve Business Park, CHELTENHAM	Freehold	Investment
Units 1-11, Coleshill Trade Park, COLESHILL	Freehold	Investment
Units 1-6, Roman Park, COLESHILL	Freehold	Investment
Development Site, 8 Prince George's Road, COLLIERS WOOD	Freehold	Investment
Fulham Timber Merchants, COLLIERS WOOD	Freehold	Investment
Heathrow Truck Centre, COLNBROOK	Freehold	Investment
Units 1-8, Lakeside Industrial Estate, COLNBROOK	Freehold	Investment
Units 1 & 2, Middlemarch, COVENTRY	Freehold	Investment
Jewson Cranleigh (The Common), CRANLEIGH	Freehold	Investment
Barker & Stonehouse, CRAWLEY	Freehold	Investment
Fed Ex, CRAWLEY	Freehold	Investment
Space Gatwick, CRAWLEY	Freehold	Investment
Units 1-6 Crompton Fields, CRAWLEY	Freehold	Investment
XPO Transport Solutions Unit, CRICK	Freehold	Investment
3B Princess Way, CROYDON	Freehold	Investment
Tesco, CROYDON	Freehold	Investment
Goresbrook Park, DAGENHAM	Freehold	Investment
Unit C3, DARTFORD	Freehold	Investment
Next RSC, DONCASTER	Freehold	Investment
Plot D, DONCASTER	Freehold	Investment
Amazon Car Park, Droitwich, DROITWICH	Freehold	Investment
Berry 185 Land, Droitwich, DROITWICH	Freehold	Investment
Units 1-5, Yorks Park, DUDLEY	Freehold	Investment
65-77 Malham Road, DULWICH	Freehold	Investment
Deralam Laminates, 10/10a Foster Avenue, DUNSTABLE	Freehold	Investment
Mega Marble, DUNSTABLE	Freehold	Investment
Airways 1 & 2, EASTLEIGH	Freehold	Investment
Unit H & Plot 2, EASTLEIGH	Freehold	Investment
Cambridge Commodities Ltd, ELY	Freehold	Investment
Royal Mail, EPSOM	Freehold	Investment
Jewson Builders Merchants, EXETER	Freehold	Investment
Specialist Computer Centres, FAREHAM	Long Leasehold	Investment
Iveco, Hawley Lane, FARNBOROUGH	Freehold	Investment
Plot A, FRIMLEY	Freehold	Investment
8-10 Heathmans Road, FULHAM	Freehold	Investment
Croda, GOOLE	Freehold	Investment
Unit 1, GREENFORD	Freehold	Investment
Mzuri, Henley Business Park, GUILDFORD	Freehold	Investment
16 Andre Street (Hackney), HACKNEY	Freehold	Investment
Jacuna, Hackney Oval, HACKNEY	Freehold	Investment
SkateHut, Amber Way, HALESOWEN	Freehold	Investment
Vee Bee, Coombeswood, HALESOWEN	Freehold	Investment
4 Marples Way, HAVANT	Long Leasehold	Investment
Boundary Point, HEMEL HEMPSTEAD	Freehold	Investment
Units A & B, Hemel Gateway, HEMEL HEMPSTEAD	Freehold	Investment
Jacuna, North Circular, HENDON	Freehold	Investment
Orange, Lampton House, HOUNSLOW	Freehold	Investment
AM Fresh, APS 2, Alconbury Weald, HUNTINGDON	Freehold	Investment
2 Anglia Parkway North, IPSWICH	Freehold	Investment
FDS Corporation, Port One Logistics Park, IPSWICH	Freehold	Investment
Irlam 136, IRLAM	Freehold	Investment
Unit 3, Kingley Park, KINGS LANGLEY	Freehold	Investment
Units 1-7, Tachbrook Link, LEAMINGTON SPA	Freehold	Investment
Ecco Safety Group (ESG), LEEDS	Freehold	Investment
Flender Limited, LEEDS	Freehold	Investment
Ross Care, Lockside Road, LEEDS	Freehold	Investment
Crosslink 646, LEICESTER	Freehold	Investment
Unit F, Meridian Business Park, LEICESTER	Freehold	Investment
Luton Enterprise Park, LUTON	Freehold	Investment
Bircholt Road, MAIDSTONE	Freehold	Investment
Crown House & Site E, MILTON KEYNES	Freehold	Investment
Mechline, MILTON KEYNES	Freehold	Investment
Oxfam, Milton Point, MILTON KEYNES	Freehold	Investment
Royal Mail, MILTON KEYNES	Freehold	Investment
Royal Mail, MILTON KEYNES	Freehold	Investment
SpeedyHire, MILTON KEYNES	Freehold	Investment
TalkTalk, Linford Wood, MILTON KEYNES	Freehold	Investment
Units 1-2, Star Gate, NECHELLS	Freehold	Investment
Feilo Sylvania, Newhaven, NEWHAVEN	Freehold	Investment
Norbury TE - Jacuna, NORBURY	Long Leasehold	Investment
My First Years, Unit 5 Grange Park, NORTHAMPTON	Freehold	Investment
Teknomek, NORWICH	Freehold	Investment
Eriks, Unit 1, Xpanse 120, OLDBURY	Freehold	Investment
Clipper Logistics, OLLERTON	Freehold	Investment
Double 4 Limited, PARK ROYAL	Long Leasehold	Investment
Unit 8, Nexus Point, PERRY BARR	Freehold	Investment
Pinnacle Distribution Centre, PETERBOROUGH	Freehold	Investment
Sainsbury's, Amethyst Court, PRESTON	Freehold	Investment
Heartbeat Distrbution, Velocity 42, REDDITCH	Freehold	Investment
Unit B, RUGBY	Freehold	Investment
SIRFT, SHEFFIELD	Freehold	Investment
2-72 Telford Drive Ground Rent, ST HELENS	Freehold	Investment
DSG, Bessemer Drive, STEVENAGE	Freehold	Investment
Fujitsu Data Centre, STEVENAGE	Freehold	Investment
205 Clapham Road, STOCKWELL	Freehold	Investment
Campbell Road, STOKE ON TRENT	Freehold	Investment
28 Maryland Road, STRATFORD	Freehold	Investment
Oak FurnitureLand, SWINDON	Freehold	Investment
Multi Packaging, Shannon Way, TEWKESBURY	Freehold	Investment
35.5 Cobalt, THAMESMEAD	Freehold	Investment
HSBC, Thamesmead, THAMESMEAD	Freehold	Investment
Bunzl, Maxi Centre, THEALE	Freehold	Investment
Units A & B, THEALE	Freehold	Investment
T2 Primark NDC, THRAPSTON	Freehold	Investment
Sabre House, TOTTENHAM	Freehold	Investment
Air Link Systems, Neo Park, TYSELEY	Freehold	Investment
Amazon - Unit 3, Mucklow Park (Phase 3&4), TYSELEY	Freehold	Investment
Decora, Mucklow Business Park (Phase 1), TYSELEY	Freehold	Investment
Hollywood Monster, Redfern, TYSELEY	Freehold	Investment
Plot 5, Mucklow Park (Land), TYSELEY	Freehold	Investment
Royal Mail, Redfern, TYSELEY	Freehold	Investment
Units A-G, Mucklow Park (Phase 2), TYSELEY	Freehold	Investment
Nyetimber, Unit 4 Ashdown Business Park, UCKFIELD	Freehold	Investment
Reynolds NDC, WALTHAM CROSS	Freehold	Investment
Ocado Car Park, WALTHAMSTOW	Long Leasehold	Investment
Ocado, WALTHAMSTOW	Freehold	Investment
Amazon Plot 7C, WARRINGTON	Freehold	Investment
Bonfiglioli, Unit 1, WARRINGTON	Freehold	Investment
Gemini Business Park, WARRINGTON	Freehold	Investment
The HUT Group, Skyline Drive, WARRINGTON	Freehold	Investment
Topgrade, Unit 2, WARRINGTON	Freehold	Investment
Units 1-6, Wednesbury One, WEDNESBURY	Freehold	Investment
Tesla Motors, WEYBRIDGE	Freehold	Investment
Phase 2, i54, WOLVERHAMPTON	Freehold	Investment
Tentec, i54, WOLVERHAMPTON	Freehold	Investment
Bosch, Apex Park II, WORCESTER	Freehold	Investment
Yamazaki, Knightsbridge Park, WORCESTER	Freehold	Investment
Bowers & Wilcox, Dale Road, WORTHING	Freehold	Investment
The Range, ALDERSHOT	Freehold	Investment
Dartford Heath Retail Park, DARTFORD	Freehold	Investment
Wickes, DARTFORD	Freehold	Investment
Lottbridge Drove Retail Park, EASTBOURNE	Freehold	Investment
Wickes & Dunelm, HEMEL HEMPSTEAD	Freehold	Investment
Madford Retail Park, HERTFORD	Freehold	Investment
DFS, INVERNESS	Freehold	Investment
Bubble Retail Park, LISKEARD	Freehold	Investment
Wickes, NEWMARKET	Freehold	Investment
Lidl + Carpetright, ORPINGTON	Freehold	Investment
Totton Retail Park, SOUTHAMPTON	Freehold	Investment
Fleming Way Retail Park, SWINDON	Freehold	Investment
Forge Island Retail Park, TELFORD	Freehold	Investment

Appendix B: Market Value of the Properties as at 31 December 2023 split by property type (100%)

Property Type	Market Value
Distribution	£2,075,165,000
Multi-Let Industrial	£133,425,000
Land	£6,925,000
Retail Warehousing	£133,250,000
Data Centres	£42,345,000
Portfolio Total	£2,391,110,000

Appendix C: Market Value of the Properties as at 31 December 2023 split by property location (100%)

Property Location	Market Value
London & South East	£1,393,780,000
Midlands	£532,235,000
North East including Yorkshire	£116,225,000
North West	£217,100,000
South West	£113,295,000
Other	£18,475,000
Portfolio Total	£2,391,110,000

Project Sergio

Report and Valuation

11 January 2024

Report and Valuation

1.1.

RICS Registered Valuer

Director

1. Valuation Report

1.1. Addressees

LondonMetric Property Plc

1 Curzon Street

London

W1J 5HB

(hereinafter referred to as the "Company")

Peel Hunt LLP

(in its capacity as financial adviser to the Company)

100 Liverpool Street

London

EC2M 2AT

Barclays Bank PLC, acting through its Investment Bank

(in its capacity as lead financial adviser to the Company)

1 Churchill Place

London

E14 5HP

J.P. Morgan Securities plc

(in its capacity as financial adviser to the Company)

25 Bank Street

Canary Wharf

London

E14 5JP

LXi REIT Plc

8th Floor, 100 Bishopsgate

London

EC2N 4AG

(hereinafter referred to as "LXi")

Lazard & Co., Limited

(in its capacity as lead financial adviser to LXi)

50 Stratton Street

London

W1J 8LL

Jefferies International Limited

(in its capacity as financial adviser and corporate broker to LXi)

100 Bishopsgate

London

EC2N 4JL

(and all the above collectively referred to as "the Addressees")

1.2. Project Name

1.3. Instructions and Purpose of Valuation

In accordance with our instructions received from the Company and our terms of engagement dated 9 January 2024 with the Company, Peel Hunt LLP, Barclays Bank PLC, J.P. Morgan Securities plc, LXi, Lazard & Co., Limited, and Jefferies International Limited, we have undertaken valuations (the "Valuations") of the freehold and leasehold interests in the properties described in Schedule 2 (the "Properties" and each being a "Property") (together, the "Portfolio"). The Company has expressly instructed us not to disclose certain information which is considered commercially sensitive, namely the individual values of the properties.

This report (the "Report") has been prepared in accordance with the RICS Valuation - Global Standards (incorporating the IVSC International Valuation Standards) effective from 31 January 2022 together with the UK National Supplement effective 14 January 2019, together the "Red Book''. The Valuation has been prepared for a Regulated Purpose as defined by the Red Book. The Report has been prepared in accordance with the requirements of Rule 29 of the City Code on Takeovers and Mergers (the "Code") and the Financial Conduct Authority's ("FCA") Prospectus Regulation Rules and the FCA's Listing Rules. We understand that this Report is required for inclusion in (i) a firm offer announcement to be issued by the Company pursuant to Rule 2.7 of the Code (the "Announcement") in connection with a recommended offer by the Company for the entire issued ordinary share capital of LXi (the "Transaction") (ii) a scheme document to be published by LXi in connection with the Transaction and (iii) a combined prospectus and circular to be issued by the Company in connection with the Transaction (the "Combined Prospectus and Circular") and to the Report being put on public display on the websites of the Company and/or LXi dated, in each case, the date of the relevant document in which it appears.

1.4. Terms of Reference

The Portfolio comprises 134 Properties, 12 of which are held on a leasehold basis, one is held on a part freehold / part leasehold basis, whilst the remainder are held on a freehold / heritable basis. The Properties are all held for investment purposes and are located throughout the UK. All the Properties are identified on the attached schedule at Section 2 of this Report as are the dates on which the Properties were inspected.

The Company has provided us with floor areas for the Properties, which we understand were calculated in accordance with the current RICS Property Measurement standard and upon which we have relied. We have not remeasured the office properties in the portfolio in accordance with International Property Measurement Standard (IPMS) 3 - Offices and therefore our Valuations are based on Net Internal Areas as defined in the RICS Property Measurement. We have been provided with legal documents for the Properties and tenancy schedules provided by the Company. In addition to this, we have received updates from the Company's specialist advisors. We confirm that we have considered sustainability features relevant to the Properties and the implications these could have on our Valuations.

1.5. Conflicts of Interest

In accordance with the RICS professional statement on Conflicts of Interest (1^st Edition, March 2017), we are not aware of any conflict of interest preventing us from providing you with an independent valuation of the Properties in accordance with the Red Book. We confirm that we undertake valuations of the Properties on behalf of the Company for accounts purposes on a bi-annual basis, the last of which was as at 30 September 2023. We confirm we are acting as an "external valuer" as defined in the Red Book.

1.6. Date of Valuation and Changes to Value since the Valuation Date

Our opinions of value are as at 31 December 2023 (the "Valuation Date"). The importance of the Valuation Date must be stressed as property values can change over a relatively short period.

We confirm that we are not aware of any other material changes in any matter relating to the Properties since the Valuation Date, having made due and careful enquiries of the Company, which have occurred and which would materially affect our Valuations reported on the Valuation Date compared to the date of this Report. Nor do we believe that market conditions have changed sufficiently to materially alter the Valuations reported as at the Valuation Date. As a result, we confirm that an updated valuation as at the date of this Valuation Report would not be materially different from the Valuations as at the Valuation Date.

1.7. Valuer Details

These Valuations have been prepared by a number of valuers under the supervision of Ollie King MRICS and Claire Magowan MRICS, both of whom are RICS Registered Valuers. We confirm that they have sufficient current knowledge of the relevant markets and the necessary skills and understanding to undertake the Valuations competently in accordance with Rule 29 of the Code.

We are required by RICS regulations to disclose the following:

· Ollie King MRICS and Claire Magowan MRICS commenced supervision of the Valuation of this Portfolio in September 2021, when Savills (UK) Limited was instructed to provide bi-annual valuations; and

· in the financial year ending 31 December 2022, the total fees earned from the Addressees, and connected parties, was less than 5% of Savills (UK) Limited's turnover.

We confirm that we do not have any material interest in the Company, LXi or the Properties.

1.8. Basis of Valuation

Our Valuations have been prepared on the basis of Market Value, the definition of which is as follows:

"The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion."

Our Valuations have been arrived at predominantly by reference to market evidence for comparable property. We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of the property, nor have we allowed for any adjustment to any of the properties' income streams to take into account any tax liabilities that may arise. Our Valuations are exclusive of VAT (if applicable). We have excluded from our Valuations any additional value attributable to goodwill, or to fixtures and fittings which are only of value in situ to the present occupiers.

No allowance has been made for rights, obligations or liabilities arising in relation to fixed plant and machinery, and it has been assumed that all fixed plant and machinery and the installation thereof complies with the relevant EEC legislation, insofar that the latter is applicable.

We have made no variation from standard assumptions.

The valuations are compliant with Rule 29 of the Code, the FCA's Prospectus Regulation Rules and Listing Rules and this report is prepared in accordance with Rule 29, the FCA's Prospectus Regulation Rules (including paragraph 128 to 130 of the FCA's Primary Market/TN/619.1 "Guidelines on disclosure requirements under the Prospectus Regulation and Guidance on specialist issuers" (the "FCA Technical Note") and Listing Rules.

This valuation report is also compliant with paragraphs 128 to 130 of the FCA Technical Note.

1.9. Market Conditions - Commercial Properties

The UK economy continues to maintain a watch over inflationary pressures amid sluggish economic growth with the possibility that the economy is already in recession. In the first half of 2023, the UK witnessed a modest expansion, leading the IMF to upgrade their forecasts and dismiss the possibility of a recession in 2023. To combat inflation, the Bank of England has been consistently raising interest rates, reaching a high of 5.25% in August 2023. Whilst further increases cannot be ruled out, the prospect of interest rate hikes in the short term appear to be subsiding as inflation has gradually reduced over the course of 2023, albeit remains well above the Government and Bank of England target. As a result, borrowing costs have increased, surpassing prime real estate yields.

The commercial real estate market felt the impact of these developments and experienced a sharp correction in prices. Many sales have been withdrawn as vendors' price expectations were not met, while buyers have adopted an opportunistic pricing approach. Real estate lenders are exercising caution when it comes to financing new lending opportunities, except for the most exceptional assets and sponsors. In the meantime, in several commercial real estate sectors there is a positive occupational market which has offered encouragement to investors in seeking out properties with good underlying fundamentals and where there is the opportunity to deliver attractive returns in the medium to longer term.

Consequently, transactional volumes and liquidity have significantly declined, leading to a scarcity of comparable evidence to inform the valuation process. Market sentiment has gained increased importance in making informed assessments, given the limited availability of data. Notably, a divided market is emerging, differentiating "best in class" properties from those facing challenges due to locational factors and the overall quality of the real estate. Stakeholders in the market, including occupiers, investors, and lenders, are attaching heightened significance to environmental, social, and governance (ESG) considerations and the associated costs, in their decision making.

While there is still liquidity in the market, ongoing geopolitical uncertainties, economic challenges, and the cost and accessibility of debt finance are expected to further impact pricing. As a result, the potential for future value erosion cannot be discounted, particularly for properties outside prime markets where more significant declines can be anticipated as real estate markets and values continue to recalibrate to elevated levels in the of cost of capital, subdued transaction volumes and a cautious lending environment.

It is therefore important to recognise that our valuation has been prepared against the backdrop outlined above. Moreover, investor behaviour can change quickly during such periods of heightened volatility. As such, the conclusions set out in this report are only valid at the valuation date and we would recommend that the value of the properties are kept under regular review. For the avoidance of doubt, our valuation is not reported as being subject to 'material valuation uncertainty' as defined in the RICS Valuation - Global Standards. The exception to this is the valuation of the property in Highbury (see 1.10 below).

1.10. Material Uncertainty Clause - Residential Ground Rents

The King's Speech on 8 November 2023 referenced reform in the residential ground lease markets. On 9 November 2023, the Department for Levelling Up, Housing & Communities (DLUHC) published a consultation paper 'Modern leasehold: restricting ground rent for existing leases' which details an intention to cap these rents, potentially at a peppercorn, with immediate effect and with no compensation to freeholders.

The options put forward in the Government consultation are a challenge to the valuation and the worst case scenario is that ground rents are reduced to a peppercorn retrospectively.

This means that less certainty, and a higher degree of caution, should be attached to valuations of residential ground rents than would normally be the case. The subject portfolio includes a ground rent investment in Highbury in London. Given the unknown impact of the ground rent consultation on the ground rent investment market it is recommended that you keep the valuation of this element of the portfolio under frequent review.

1.11. Market Value

We are of the opinion that the aggregate Market Value of the Properties in the Portfolio, as at 31 December 2023, is:

Freehold / Heritable	£739,110,000
Part Freehold / Part Leasehold	£8,200,000
Leasehold	£66,000,000
TOTAL	£813,310,000

The total valuation figure reported is the aggregate total of the individual Properties and not necessarily a figure that could be achieved if the Portfolio was sold as a single holding. A schedule of properties and their inspection dates is attached at Section 2 of this Report. Our Valuations include standard purchaser's costs but do not include costs of realisation.

The Market Value of the Properties split by property type (based on the Company's categorisations) is as follows:

Retail and Retail Warehouse	£344,085,000
Trade	£108,600,000
Supermarket	£138,650,000
Leisure	£62,625,000
Automotive	£94,200,000
Industrial	£12,700,000
Offices	£38,750,000
Other	£12,950,000
Residential	£750,000

We set out below those Properties as at 31 December 2023 with a value in excess of 5% of the aggregate Market Value of the Properties in the Portfolio:

Property

Description and Tenure

Tenancies

Market Value

Cantium Retail Park, Old Kent Road, London

A three unit retail park totalling 68,125 sq ft. Planning permission also exists for a 1,100 unit residential scheme on the site.

Freehold.

The majority of the property (70% by floor area) is let to B&Q Limited on a lease expiring in 2037. The other two units are let to Pets at Home Limited (lease expiring in December 2037) and Tapi Carpets and Floors Limited (lease expiring in December 2033, subject to a tenant break option in December 2028). The details of the rents payable are confidential between the landlord and the tenants.

£43,900,000

Additionally, we comment below regarding the development property held in the Portfolio:

Property

Description, Development Status and Tenure

Valuation assumptions

Market Value

Phase 3, Land east of Mercery Road, Weymouth

The site forms part of a 12 acre site adjacent to a new four unit retail park which has recently been developed and known as Phase 2. The subject site is known as Phase 3 and has been earmarked as a site for a potential 40,000 sq ft retail unit or supermarket with electric vehicle charging points in the car park. Negotiations are progressing with M&S as a potential pre-let for the property on the basis of a term of 15 years at a rent of £883,750 per annum.

The site does not benefit from detailed planning consent although a planning application has been submitted. Furthermore originally (prior to the development of Phase 2) formed part of the planning consent granted under reference WP/19/00778/FUL in September 2021 for the erection of a retail development comprising five units with associated car parking.

Freehold

Market Value on the assumption that the development has been completed (i.e. vacant at completion date): £13,000,000

Market Value on the assumption that the development has been completed and let (rent frees expired): £15,400,000

Estimated total costs to complete (including carrying charges and finance but excluding profit amount): £9,590,000

Assumed timings:

6 months planning / pre construction period

14 months construction period

6 months marketing void

£2,150,000

1.12. FCA Technical Note paragraph 130 (vi)

The FCA Technical Note 130 (vi) requires us to comment on any differences between the valuation figure in this Report and the valuation figure included in the Company's latest published annual accounts, which were as at 31 March 2023.

Differences between the published valuation figure as at 31 March 2023 and the present valuation are attributable to a number of factors, including but not limited to:

· The sale of a number of properties;

· Deterioration in market conditions leading to outward yield movement in a number of properties in the retail warehousing, supermarket, automotive and office sectors;

· Asset management initiatives involving new leases and installation of electric vehicle charging points which are subject to third party leases, which has led to increases in value;

· Market rental improvements at the Virgin Media units at New Malden and Hayes as well as at the property in Orpington;

· Surrender of a lease at the property in Birstall, although the fund received a surrender premium from the outgoing tenant;

· Completion of the retail warehouse development at Uckfield and therefore capital expenditure incurred;

· The grant of planning permission for a supermarket at the property in New Malden.

1.13. Responsibility

For the purposes of the Prospectus Regulation Rule 5.3.2R(2)(f) and the Code, we are responsible for this Valuation Report and accept responsibility for the information contained in this Valuation Report and confirm that to the best of our knowledge the information contained in this Valuation Report is in accordance with the facts and this Valuation Report makes no omission likely to affect its import. This Valuation Report complies with Rule 29 of the Code, Rule 5.4.5G of the Prospectus Regulation Rules and paragraphs 128 to 130 of the FCA Technical Note.

Save for any responsibility arising under the Code and Prospectus Regulation Rule 5.3.2R(2)(f) to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in accordance with this Valuation Report or our statement, required by and given solely for the purposes of complying with Annex 3 item 1.3 of the Prospectus Regulation forming part of the UK's EU Retained Law.

1.14. Confidentiality

In accordance with the recommendations of the RICS, this Report is provided solely for the purpose stated in this Report. It is confidential to and save as set out in paragraph 1.13 above, the contents of this Valuation Report for the use only of the Addressees. Any other such parties rely upon this Report at their own risk. Neither the whole nor any part of this Report or any reference to it may be included now, or at any time in the future, in any published document, circular or statement, nor published, referred to or used in any way without our written approval of the form and context in which it may appear.

We understand that the Report is for inclusion in the Announcement, the Scheme Document and the Combined Prospectus and Circular and any further documents or announcements to be published by the Company and/or LXi in accordance with the Transaction. We consent to the publication and reproduction of the Report as required subject to the provisions of our Terms of Engagement.

1.15. Portfolio Valuation General Assumptions and Conditions

All valuation advice has been carried out on the basis of the General Assumptions and Conditions set out in Section 3.

1.16. Reliance

This report is addressed to and capable of being relied upon by:

(i) the Company;

(ii) Peel Hunt LLP (in its capacity as financial adviser to the Company), 100 Liverpool Street, London EC2M 2AT;

(iii) Barclays Bank PLC (in its capacity as lead financial adviser to the Company), acting through its Investment Bank, 1 Churchill Place, London E14 5HP;

(iv) J.P. Morgan Securities plc (in its capacity as financial adviser to the Company), 25 Bank Street, Canary Wharf, London E14 5JP;

(v) LXi REIT PLC, 8^th Floor, 100 Bishopsgate, London EC2N 4AG;

(vi) Lazard & Co. Limited (in its capacity as lead financial adviser to LXi), 50 Stratton Street, London W1J 8LL; and

(vii) Jefferies International Limited (in its capacity as financial adviser and corporate broker to LXi), 100 Bishopsgate, London EC2N 4JL,

(together, the Addressees) provided that, in relying on this report, each of the Addressees acknowledges and agrees that:

this report refers to the position at the date it was originally issued and, unless otherwise confirmed by us in writing, we have taken no action to review or update this report since the date it was originally issued;

our aggregate liability to any one or more or all of the Addressees in respect of this report shall be limited to the amount as set out in our letter of engagement with the Company dated 9 January 2024; and

this report is subject to the terms and conditions set out in our letter of engagement with the Company dated 9 January 2024.

Notwithstanding the above, we acknowledge that this report will also be for the use of the shareholders of the Company and the shareholders of LXi for the specific Purpose set out in this Valuation.

This Report is subject to the terms and conditions set out in our Terms of Engagement dated 9 January 2024

1.17. Signatories

Claire Magowan MRICS

Ollie King MRICS

RICS Registered Valuer

Director

For and on behalf of Savills Advisory Services Limited, a subsidiary of Savills Plc

Regulated by RICS

Registered in England No. 06215875

Registered Office: 33 Margaret Street, London, W1G 0JD

1.18. Date of Report

[Date of Report]11 January 2024

2. Schedule of Properties

Property Address	Town	Inspection Date	Tenure	Use
Unit 1 & Unit 2 Southam Road	Banbury	28/12/2023	FH	Retail Warehouse
Boots UK Limited, 277/279 High Street	Bangor	05/08/2022	FH	Retail Warehouse
Brook Retail Park	Bromsgrove	14/04/2022	FH	Retail Warehouse
St Peters Retail Park, Lichfield Street	Burton Upon Trent	22/05/2022	FH	Retail Warehouse
Halls Mill Retail Park	Bury	04/01/2024	FH	Retail Warehouse
Airport Retail Park, London Road	Coventry	12/08/2021	FH	Retail Warehouse
Four Pools Retail Park, Four Pools Lane	Evesham	20/05/2022	FH	Retail Warehouse
Cantium Retail Park, Old Kent Road	London	26/05/2023	FH	Retail Warehouse
Bramingham Park, Enterprise Way	Luton	28/12/2023	FH	Retail Warehouse
B&Q	Nelson	04/01/2024	FH	Retail Warehouse
Beverley Way	New Malden	18/12/2023	FH	Retail Warehouse
Willowbeck Road	North Allerton	15/12/2023	FH	Retail Warehouse
64-67 High Street	Stourbridge	11/09/2022	FH	Retail Warehouse
Uckfield Retail Park, Batt's Bridge Road	Uckfield	26/04/2023	FH	Retail Warehouse
Weymouth Phase 2, Weymouth Gateway Mercery Road	Weymouth	21/08/2022	FH	Retail Warehouse
Halfords & Dunelm	Birchley	13/08/2021	FH	Retail
Apex Retail Park	Birmingham	11/07/2023	FH	Retail
DFS/ Sofology, John Kempe Way Middleway	Birmingham	13/08/2021	FH	Retail
DFS/ Sofology, Highwood Lane Patchway, Cribbs Causeway	Bristol	28/07/2022	LH (97 yrs)	Retail
DFS Broadstairs, Westwood Junction	Broadstairs	01/02/2022	FH	Retail
DFS	Carlisle	05/10/2023	FH	Retail
DFS Store & Pets at Home, Metro Park West Gateshead	Gateshead	11/05/2022	FH	Retail
DFS/ Sofology/ Costa, 2029 London Road Tollcross	Glasgow	11/06/2022	FH	Retail
11 Church Street	Kingston	18/12/2023	FH	Retail
Dunstable Road Retail Park, Dunstable Road	Luton	28/12/2023	FH	Retail
Burlington Retail Park, Burlington Road	New Malden	02/06/2023	FH	Retail
DFS & former Mothercare Stores, Mariners Way Ashton-on-Ribble	Preston	26/07/2021	FH	Retail
DFS Store, 3 Hylton Grange Off Wessingham Way	Sunderland	30/07/2021	FH	Retail
The Range	Truro	20/06/2023	FH	Retail
Kwik Fit Aylesbury, Park Street	Aylesbury	02/02/2023	FH	Trade
STS Tyre Pros, 24/28 St Albans Road	Barnet	08/08/2022	FH	Trade
Cable & Wireless UK, Talbot Way	Birmingham	12/08/2021	LH (91 yrs)	Trade
National Express Yardley Wood, Yardley Wood Road Yardley Wood	Birmingham	12/08/2021	FH	Trade
Southern Cross Trading Estate	Bognor Regis	21/02/2022	FH	Trade
Wickes Store, 34 Dukes Road	Carlisle	05/10/2023	FH	Trade
Halfords Autocentre	Chelmsford	27/06/2023	FH	Trade
Kwik Fit Colchester, 103 North Station Road	Colchester	27/06/2023	FH	Trade
Meggit, Swallow Road Off Holbrook Lane	Coventry	12/08/2021	FH	Trade
Halfords Autocentre, Unit 8 and 9, Orbital One	Dartford	02/03/2023	FH	Trade
Kwik Fit Dereham, Yaxham Road	Dereham	10/08/2021	FH	Trade
MKM, 71 Nuneaton Street	Glasgow	11/06/2022	FH	Trade
MKM Plot 4 Haverhill Business Cent, Iceni Way	Haverhill	09/08/2021	FH	Trade
Virgin Media, Connect House, Unit 2 Swallowfield Way	Hayes	02/02/2023	FH	Trade
Kwik Fit Hounslow, 213 Staines Road	Hounslow	08/08/2022	FH	Trade
Spenhill Retail Park, Anson Road Martlesham Heath	Ipswich	22/02/2023	FH	Trade
Kwik Fit Hammersmith, 332/336 Goldhawk Road Hammersmith	London	29/07/2021	FH	Trade
Kwik Fit Whetstone, 997/1003 High Road Whetstone	London	08/08/2022	FH	Trade
Kwik Fit Milton Keynes, Saxon Street Bletchley	Milton Keynes	08/08/2022	FH	Trade
Virgin Media, Unit 6 and 7. Shannon Commercial Centre Beverley Way	New Malden	02/02/2023	FH	Trade
Kwik Fit Norwich, Broadsman Close	Norwich	10/08/2021	FH	Trade
Selco, Cray Avenue	Orpington	02/03/2023	FH	Trade
Kwik Fit Rainham, 194-6 High Street	Rainham	17/08/2023	FH	Trade
Kwik Fit Slough, 1 Bath Road	Slough	08/08/2022	FH	Trade
Kwik Fit Stevenage, 100 High Street	Stevenage	05/08/2022	FH	Trade
Halfords Autocentre	Tilbury	29/03/2022	FH	Trade
MKM / Howden Trade Counter, Hithercroft Industrial Estate	Wallingford	06/05/2022	FH	Trade
Wickes, Blaby Road	Wigston	06/08/2021	FH	Trade
Kwik Fit Windsor, 22a Alma Road	Windsor	08/08/2022	FH	Trade
Costco	Coventry	12/08/2021	FH	Supermarket
Waitrose	Harborne	13/08/2021	FH	Supermarket
Waitrose	Keynsham	02/08/2023	FH	Supermarket
M&S Foodhall, Crown Square	Matlock	23/09/2023	LH (85 yrs)	Supermarket
Waitrose	Paddock Wood	08/02/2022	FH	Supermarket
Booker, Edgington Way	Sidcup	30/05/2023	FH	Supermarket
428 Victoria Road	South Ruislip	26/01/2022	FH	Supermarket
Sainsburys, Boston Road	Spilsby	15/07/2023	FH	Supermarket
Booker Stirchley	Stirchley	13/08/2021	FH	Supermarket
Waitrose	Towcester	28/12/2023	FH	Supermarket
Waitrose, Tresham Crescent	Yateley	03/08/2021	FH	Supermarket
Owain Glyndwr, 10 St John's Street	Cardiff	27/06/2023	FH	Leisure
Odeon Chelmsford, Kings Head Walk	Chelmsford	27/06/2023	LH (119 yrs)	Leisure
Odeon Luxe Hull, Kingston Park	Hull	17/11/2022	LH (117 yrs)	Leisure
Gelderd Road, Birstall	Leeds	01/09/2023	FH	Leisure
Odeon Luxe Lee Valley, Lee Valley Leisure Complex Picketts Lock Lane, Edmonton	London	30/07/2021	LH (95 yrs)	Leisure
Travelodge, 329-335 Clifton Drive	Lytham St Annes	05/08/2022	FH	Leisure
Odeon Luxe Tamworth, 50 Bolebridge Street	Tamworth	18/08/2021	LH (241 yrs)	Leisure
Odeon Luxe Telford, Forgegate Telford Town Centre	Telford	18/08/2021	FH	Leisure
Co-op Food & Petrol - Barry, Pontypridd Road (B4266/A4226) Weycock Cross	Barry	03/07/2023	FH	Automotive
Co-op Food & Petrol - Basing, Grove Road (off A339)	Basingstoke	05/04/2023	FH	Automotive
Burger King Roadside, Bicester 'Gateway'	Bicester	05/04/2023	FH	Automotive
Starbucks Roadside, A34 Northbound	Bicester	11/09/2022	FH	Automotive
Bournemouth Service Station, Holdenhurst Road	Bournemouth	08/12/2021	FH	Automotive
Ingrave Service Station, 130 Brentwood Road Herongate	Brentwood	20/07/2022	FH	Automotive
IMO Car Wash, Picton Court Retail Park Waterton	Bridgend	13/12/2021	FH	Automotive
IMO Car Wash, Margate Road	Broadstairs	05/04/2023	FH	Automotive
IMO Car Wash - Chorley, Harpers Lane	Chorley	25/10/2023	FH	Automotive
Co-op Food & Petrol, Becontree Avenue	Dagenham	20/07/2022	FH	Automotive
MFG Glastonbury, Wirral Park Road	Glastonbury	04/07/2023	FH	Automotive
Co-op, 261/263 High Street	Harborne	21/11/2023	FH	Automotive
Co-op Hillingdon, Lees Corner Uxbridge Road Hillingdon Heath	Hillingdon	04/10/2023	FH	Automotive
IMO Car Wash, Hawes Street	Ipswich	22/02/2023	FH	Automotive
Malling Service Station, 96/106 Malling Street	Lewes	20/07/2022	FH	Automotive
Bow Road Service Station, 127/131 Bow Road	London	18/04/2023	FH	Automotive
Co-op, King Cross, Caledonian Service Station, 219/227 Caledonian Road	London	18/04/2023	FH	Automotive
Lakedale Service Station, Plumstead High Street Plumstead	London	20/07/2022	FH	Automotive
Co Op, Ampress Park	Lymington	08/12/2021	FH	Automotive
McDonalds, Picket Post	New Forest	08/12/2021	FH	Automotive
Co-op Food & Petrol, High Cross Road (B4266/A4226) High Cross/ Rogerston	Newport	13/12/2021	FH	Automotive
Pevensey Service Station, Bexhill Road	Pevensey	20/07/2022	FH	Automotive
IMO Car Wash, Glenside Rise Plympton	Plymouth	30/07/2022	FH	Automotive
IMO Car Wash, Cabot Lane	Poole	08/12/2021	FH	Automotive
Starbucks Roadside, Westbound Express	Rhyl	11/09/2022	LH (244 yrs)	Automotive
Starbucks Roadside, Eastbound Express	Rhyl	11/09/2022	LH (244 yrs)	Automotive
Daff-Y-Nant Services - PFS, A40 Southbound Whitchurch	Ross on wye	13/12/2021	FH	Automotive
Starbucks, John Clark Way (A5001)	Rushden	20/09/2021	FH	Automotive
Starbucks Roadside, A168 Northbound	Thirsk	21/11/2023	FH	Automotive
BP Filling Station, Hastings Road Matfield	Tonbridge	05/04/2023	FH	Automotive
McDonalds, Maresfield Bypass	Uckfield	26/04/2023	FH	Automotive
Zood, Brookside Road	Uttoxeter	23/08/2023	FH	Automotive
Sandford Service Station, Main Road	Wareham	08/12/2021	FH	Automotive
McDonalds, Clenchwarton Road	West Lynn	13/12/2023	FH	Automotive
IMO Car Wash 2, Weston Links	Weston-Super-Mare	03/07/2023	FH	Automotive
IMO Car Wash 1, New Bristol Road	Weston-Super-Mare	03/07/2023	FH	Automotive
McDonalds, A41 Wrexham Road	Whitchurch	03/07/2023	FH	Automotive
Starbucks/ Subway Road, Biggs Road	Wisbech	13/12/2023	FH	Automotive
Nunnery Park Service Station, Nunnery Way/ Horn Hill Road	Worcester	04/07/2023	FH	Automotive
Worthing Service Station, Nelson Road	Worthing	20/07/2022	FH	Automotive
McDonalds, Yarmouth Road	Yarmouth	18/09/2021	FH	Automotive
Forward Park	Birmingham	10/08/2021	FH	Industrial
Keens House, Anton Trading Estate	Andover	18/12/2023	FH	Offices
County House, London Road	Chelmsford	20/12/2023	FH	Offices
Compton Court	Coventry	12/08/2021	LH (123 yrs)	Offices
Oak Tree Court	Coventry	12/08/2021	LH (126 yrs)	Offices
One Lochside Way, Edinburgh Park	Edinburgh	14/12/2023	Her	Offices
Mercury House, Belshill	Glasgow	14/12/2023	Her	Offices
Mucklow Office Park	Halesowen	11/08/2021	FH	Offices
Glory Park	High Wycombe	18/12/2023	FH	Offices
15 London Road	Redhill	19/12/2023	FH	Offices
Land Mucklow Hill	Halesowen	11/08/2021	FH	Other
Land Bewdley Road, Bewdley Road	Stirchley	13/08/2021	FH	Other
Weymouth Phase 3, Weymouth Gateway Mercery Road	Weymouth	21/08/2022	FH	Other
Clifton Moor Gate	York	05/05/2022	FH	Other
Highbury Stadium Square, Avenell Road	London	-	LH (238 yrs)	Residential
24 Haymarket	London	18/12/2023	LH (86 yrs)	Mixed Use

3. Portfolio Valuation General Assumptions and Conditions

General Assumptions

Our reports and valuations are carried out on the basis of the following General Assumptions:

Tenure and Tenancies

That the properties are not subject to any unusual or especially onerous restrictions, encumbrances or outgoings contained in the Freehold Title. We will not inspect the Title Deeds or Land Registry Certificate and shall rely upon information provided by you or your solicitor relating to both tenure and tenancy data. Should there be any mortgages or charges, we have assumed that the Properties would be sold free of them.

Condition and Repair

That the buildings are structurally sound, and that there are no structural, latent or other material defects, including rot and inherently dangerous or unsuitable materials or techniques, whether in parts of the building we have inspected or not, that would cause us to make allowance by way of capital repair. Our inspection of the properties and this report do not constitute a building survey. Our Valuation is on the basis that a building survey would not reveal material defects or cause us to alter our Valuation materially.

That in the construction or alteration of the building no use was made of any deleterious or hazardous materials or techniques, such as high alumina cement, calcium chloride additives, woodwool slabs used as permanent shuttering and the like (other than those points referred to above). We will not carry out any investigations into these matters.

That the properties are not adversely affected, nor is likely to become adversely affected, by any highway, town planning or other schemes or proposals, and that there are no matters adversely affecting value that might be revealed by a local search, replies to usual enquiries, or by any statutory notice.

That the buildings have been constructed and is used in accordance with all statutory and bye-law requirements, and that there are no breaches of planning control. Likewise, that any future construction or use will be lawful.

That the properties are connected or capable of being connected without undue expense, to the public services of gas, electricity, water, telephones and sewerage. Sewers, mains services and roads giving access to the Properties have been adopted, and any lease provides rights of access and egress over all communal estate roadways, pathways, corridors, stairways and the use of communal grounds, parking areas and other facilities.

Environmental Risks

That the properties have not suffered any land contamination in the past, nor is it likely to become so contaminated in the foreseeable future. We have not carried out any soil tests or made any other investigations in this respect, and we cannot assess the likelihood of any such contamination.

That there are no adverse site or soil conditions, that the properties are not adversely affected by the Town and Country Planning (Assessment of Environmental Effects) Regulations 1988, that the ground does not contain any archaeological remains, nor that there is any other matter that would cause us to make any allowance for exceptional delay or site or construction costs in our valuation.

That the properties are free from environmental hazards, including infestation from invasive plants such as Japanese Knotweed. This assumption is made in recognition of the fact that identifying Japanese knotweed is problematic and cannot be guaranteed. This is partly because during the early stages of its annual life cycle some of the classic visual characteristics are not distinctive and during the winter months the plant sheds its leaves and suffers die back. It is also possible that Japanese knotweed has received a herbicide-based treatment which has removed all visible above ground signs but may not have killed the below ground rhizome (root) which, in turn, may lead to new growth and the spread of the plant in time.

Floor Areas

That any floor areas provided by a third party and assigned to Savills (UK) Limited, have been measured in accordance with the current RICS Property Measurement. This is the basis on which we will carry out measured surveys as instructed.

Development Opportunity

In situations where a property is in the course of development, we reflect its physical condition and the costs remaining to be spent at the valuation date. We have considered the cost estimates provided by the professional advisors involved in the project.

In the case of properties where we have been asked to value the site under the special assumption that the properties will be developed, there are no adverse site or soil conditions, that the properties are not adversely affected by the Town and Country Planning (Environmental Impact Assessment) Regulations 2017 that the ground does not contain any archaeological remains, nor that there is any other matter that would cause us to make any allowance for exceptional delay or site or construction costs in our Valuation.

General Conditions

Our reports and valuations are carried out on the basis of the following General Conditions:

1. We have not made any allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of the properties. No allowance has been made for any expenses of realisation.

2. Our valuations are exclusive of VAT (if applicable).

3. Excluded from our valuations is any additional value attributable to goodwill, or to fixtures and fittings which are only of value in situ to the present occupier.

4. Our valuations are prepared in accordance with the latest edition of the RICS Valuation - Global Standards ("the Red Book") on the basis of Market Value, unless instructed otherwise. Any such deviation is expressly stated in our terms of engagement.

5. Each property has been valued individually and no allowance has been made, either positive or negative, should it form part of a larger disposal. The total stated is the aggregate of the individual Market Values.

6. No allowance has been made for rights, obligations or liabilities arising under the Defective Premises Act 1972, and it has been assumed that all fixed plant and machinery and the installation thereof complies with the relevant UK and EEU legislation, insofar that the latter is applicable.

7. That we have been supplied with all information likely to have an effect on the value of the properties and that the information supplied to us and summarised in this report is both complete and correct.

8. Our valuations are based on market evidence which has come into our possession from numerous sources. That from other agents and valuers is given in good faith but without liability. It is often provided in verbal form. Some comes from databases such as the Land Registry or computer databases to which Savills subscribes. In all cases, other than where we have had a direct involvement with the transactions, we are unable to warrant that the information on which we have relied is correct although we believe it to be so.

9. The files which we hold relating to all of our property valuations may be subject to monitor and audit by the RICS under its conduct and disciplinary regulations.



Claire Magowan MRICS	Ollie King MRICS
Director	Director
+44 (0) 2074 098 091	+44 (0) 2074 098 098
cmagowan@savills.com	oking@savills.com

Valuation Report.

LXi REIT plc

Valuation date: 31 December 2023

Important Notice to all readers of this report

Unless you are the Client named within this report, or have been explicitly identified by us as a party to whom we owe a duty of care and who is entitled to rely on this report, Knight Frank LLP does not owe or assume any duty of care to you in respect of the contents of this report and you are not entitled to rely upon it.

LXi REIT plc

8th Floor, 100 Bishopsgate

London

EC2N 4AG

(the "Client", "you", "your")

Lazard & Co., Limited (acting as lead financial adviser to the Client)

50 Stratton Street

London

W1J 8LL

Jefferies International Limited (acting as financial adviser and corporate broker to the Client)

100 Bishopsgate

London

EC2N 4JL

LondonMetric Property plc

1 Curzon Street

London

W1J 5HB

(hereinafter referred to as the "Offeror")

Barclays Bank plc, acting through its Investment Bank (acting as lead financial adviser and joint corporate broker to the Offeror)

1 Churchill Place

London

E14 5HP

Peel Hunt LLP (acting as financial adviser and joint corporate broker to the Offeror)

7th Floor, 100 Liverpool Street

London

EC2M 2AT

J.P. Morgan Securities plc (acting as financial adviser and joint corporate broker to the Offeror)

25 Bank Street

Canary Wharf

London

E14 5JP

(each an "Addressee" and together the "Addressees")

Our Ref: I:1139946

Date of issue: 11 January 2024

Dear Sir/Madam

Valuation Report in respect of the properties of LXi REIT plc as at 31 December 2023 for inclusion in a Rule 2.7 Announcement, Scheme Document and Combined Prospectus and Circular ("Valuation Report")

Further to your instructions, we are pleased to provide our Valuation Report in respect of the freehold, heritable or leasehold interests in the properties ("Properties") set out in Appendix 1 (List of Properties) below in connection with inclusion in a 2.7 Announcement, Scheme Document to be published by the Client and a Combined Prospectus and Circular to be published by the Offeror, in connection with a possible all-share merger of the Client and the Offeror (the "Transaction"). If you have any queries regarding this Valuation Report, please let us know as soon as possible.

Signed for and on behalf of Knight Frank LLP

Signature.

Chris Galloway MRICS

RICS Registered Valuer

Partner, Valuation & Advisory

chris.galloway@knightfrank.com

T +44 20 7861 1297

M +44 7788 716 946

Michael Crowe MRICS

RICS Registered Valuer

Partner, Valuation & Advisory

michael.crowe@knightfrank.com

T +44 20 7861 5258

M +44 7776 382 124

Signature.

Chris Galloway MRICS

RICS Registered Valuer

Partner, Valuation & Advisory

chris.galloway@knightfrank.com

T +44 20 7861 1297

M +44 7788 716 946

Nicholas Peart-Moisey MRICS

RICS Registered Valuer

Partner, Valuation & Advisory

Nick.moisey@knightfrank.com

T +44 20 3909 6844

M +44 7855 169 761

1. About this report

Engagement of Knight Frank LLP

1.1 This Valuation Report sets out our valuation, as at 31 December 2023 ("valuation date"), of the Properties ("Valuation"). This Valuation Report has been prepared in accordance with our Terms of Engagement letter dated 9 January 2024 addressed to the Addressees, and our General Terms of Business for Valuation Services (together the "Agreement").

Client

1.2 We have been instructed to prepare this Valuation Report by LXi REIT plc. However as set out above, this Valuation Report has also been addressed to other Addressees.

Valuation standards

1.3 The Valuation has been undertaken in accordance with and complies with: (a) the current editions of RICS Valuation - Global Standards, which incorporate the International Valuation Standards, and the RICS UK National Supplement. References to the "Red Book" refer to either or both of these documents, as applicable; (b) Rule 29 of the City Code on Takeovers and Mergers (the "Code") as issued by the UK Panel on Takeovers and Mergers; (c) paragraphs 128-130 of the Financial Conduct Authority ("FCA") Primary Market Technical Note 619.1 (the "FCA Technical Note"); and (d) Rules 5.4.5 and 5.4.6 of the UK Prospectus Regulation Rules published by the FCA and item 2.7 of Annex 4 to the UK Prospectus Regulation Rules.

1.4 The Properties have been valued by a valuer who is qualified for the purposes of the Valuation in accordance with Rule 29 of the Code. For the purposes of this Valuation Report, "UK Prospectus Regulation Rules" shall mean the prospectus regulation rules made by the FCA for the purposes of part 6 of the Financial Services and Markets Act 2000.

Status and experience of valuer

Valuer and expertise

1.5 The valuers, on behalf of Knight Frank LLP, with the responsibility for this Valuation Report are Chris Galloway MRICS, RICS Registered Valuer and Nicholas Peart-Moisey MRICS, RICS Registered Valuer ("Lead Valuers"). Parts of the Valuation have been undertaken by additional valuers as listed on our file.

1.6 We confirm that the Lead Valuers and any additional valuers who value the Properties meet the requirements of the Red Book and Rule 29.3(a)(iii) of the Code in having sufficient current knowledge of the particular market and the skills and understanding to undertake the Valuation and prepare this Valuation Report competently and, are appropriately qualified for the purposes of the Valuation as required by Rule 29.3(a)(ii) of the Code, and are independent of the parties to the offer as required by Rule 29.3(a)(i) of the Code.

1.7 We confirm that we are not aware of any reason why we would not satisfy the requirements of Rule 29.3(a)(i) of the Code.

Conflicts of Interest: Declaration and Disclosures

1.8 For the purposes of Directive 2011/61/EU and/or any implementing legislation, laws or regulations thereof (including, but not limited to, the Alternative Investment Fund Manager's Regulations 2013) ("AIFMD") we act as the Client's valuation advisers but are not acting as "External Valuer" (as defined therein). Our role is limited to providing property valuation services in accordance with the Red Book under the terms of the Agreement; we shall not perform the valuation function referred to in Article 19 of AIFMD for the Client, and, we are not responsible for making the final determination of the value of the Properties nor for the calculation of the Net Asset Value of the Client.

1.9 We confirm that the Lead Valuers and additional valuers meet the requirements of the Red Book, having sufficient current knowledge of the particular market and the skills and understanding to undertake the Valuation competently.

1.10 We confirm that we have no material interest in the Client and we have acted as an External Valuer for the purpose of valuing the Properties pursuant to the terms of our letter of engagement dated September 2017.

1.11 This Valuation Report has been vetted as part of Knight Frank LLP's quality assurance procedures.

1.12 We recognise and support the RICS Rules of Conduct and have procedures for identifying conflicts of interest.

Independence

1.13 As set out in paragraph ‎1.8, Knight Frank LLP currently values the Properties, for financial reporting purposes, on behalf of the Client. The total fees for this assignment, earned by Knight Frank LLP (or other companies forming part of the same group of companies within the UK) from the Client (or other companies within the UK) is less than 5.0% of the total UK revenues. It is not anticipated that there will be a material increase in the proportion of the fees payable, or likely to be payable, by the Client.

1.14 Other these valuation services, Knight Frank LLP have no material involvement with the assets being valued and we confirm that we can report without any material conflict.

Use of this Valuation

Purpose of valuation

1.15 The Valuation and this Valuation Report are each provided solely for the purpose of:

i. inclusion in an announcement proposed to be made by the Client and the Offeror pursuant to Rule 2.7 of the Code in connection Transaction (the "Rule 2.7 Announcement");

ii. inclusion in a scheme circular to be published by the Client in connection with the Transaction (the "Scheme Document");

iii. inclusion in a combined prospectus and circular to be published by the Offeror in connection with the Transaction and the issue and allotment of new shares in the capital of the Offeror pursuant to the terms of the Transaction (the "Combined Prospectus and Circular");

iv. inclusion and/or reference to it in any other announcements, documents and/or supplementary documents required to be released by the Client and/or the Offeror pursuant to the Code and which directly relate to the Transaction (each a "Code Document"); and

v. publication on the Client's website and the Offeror's website in accordance with the requirements of Rule 26.3 of the Code and the UK Prospectus Regulation Rules,

(together, the "Purpose").

Reliance

1.16 This Valuation Report has been prepared for the Addressees only and is for the use of and may be relied upon by the Addressees for the Purpose. Notwithstanding the General Terms, we acknowledge that this Valuation Report will also be for the use of the shareholders of the Client and the Offeror for the Purpose set out above.

1.17 Save for: (a) the Addressees; and (b) any responsibility arising under the Code and/or the UK Prospectus Regulation Rules to any person as and to the extent there provided, in accordance with Clauses 3 & 4 of the General Terms and to the fullest extent permitted by law, we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in accordance with this Valuation Report or our statement, required by and given solely for the purposes of complying with the UK Prospectus Regulation Rules and Rule 29 of the Code.

Disclosure & publication

1.18 The Valuation has been prepared for the Client and in accordance with the Agreement which governs its purpose and use. As stated in the Agreement, this Valuation Report is confidential to the Addressees and must not be disclosed to any person other than for the Purpose without our express written consent. Other than for the Purpose, neither the whole, nor any part of this Valuation Report nor any reference thereto may be included in any prospectus, listing particulars, published document, circular or statement nor published in any way without our prior written approval of the form or context in which it may appear.

1.19 Notwithstanding paragraph ‎1.18 above, this Valuation Report may be disclosed as set out below:

Subject to the terms and conditions (but disregarding for these purposes clauses 4.3 to 4.6 (inclusive) of the General Terms) of the Agreement and our approval of the form and context thereof, we hereby confirm that we will authorise and consent to the disclosure of this Valuation Report:

· as may be required by any applicable court of competent jurisdiction or other competent judicial or governmental body or any applicable law or regulation or pursuant to government action, regulatory requirement or request;

· to each Addressee's affiliates and each Addressee's affiliates' respective directors, officers, employees, agents, professional advisers, insurers, auditors and bankers that need to see the Valuation in connection with the Purpose;

· in seeking to establish a defence or otherwise in connection with any actual or threatened legal or regulatory proceedings or investigation relating to the matters set out in this Letter or claims that may be brought against them arising from their roles as sponsor and/or financial advisers to the Client;

· in investor presentations and other investor education materials prepared in connection with the Transaction, and in any private discussions with Investors or other third parties in connection with the Transaction; and

· for the Purpose.

1.20 It is a condition of such disclosure that each party in receipt of this Valuation Report that is not an Addressee agrees and acknowledges that this Valuation Report cannot be relied upon by them, and we do not accept any responsibility, duty of care or liability to them, whether in contract, tort (including negligence), misrepresentation or otherwise in respect of the Valuation and the information it contains. For the avoidance of doubt, nothing in the preceding sentence shall affect our responsibility, for the purposes of Rule 5.3.2R(2)(f) of the UK Prospectus Regulation Rules, or under paragraphs 1.16 and 1.17 of this Valuation Report for the information contained in this Valuation Report.

1.21 This Valuation Report complies with Rule 29 of the Code and we understand that the publication or reproduction by the Client of this Valuation Report and/or the information contained herein as required by Rules 26 and 29 of the Code is necessary, including in the Rule 2.7 Announcement, the Scheme Document and any Code Document.

1.22 We confirm that this Valuation Report complies with Rules 5.4.5G and 5.4.6G of the UK Prospectus Regulation Rules and paragraphs 128 to 130 of the FCA Technical Note.

1.23 We confirm that the information contained in the Combined Prospectus and Circular or any supplementary prospectus and/or circular (as the case may be) which is extracted from this Valuation Report is accurate, balanced and complete and is not misleading or inconsistent with this Valuation Report as prepared by us and has been properly extracted, derived or computed from this Valuation Report.

1.24 The Addressees agree and acknowledge that we shall have no liability for any error, omission or inaccuracy in this Valuation Report to the extent resulting from our reliance on information provided by or on behalf of the Addressees unless otherwise stated. Notwithstanding the above, we highlight the restricted nature of this instruction, in accordance with the Red Book; as a result the reliance that can be placed on the Valuation is limited.

Verification

1.25 We recommend that before any financial transaction is entered into based upon the Valuation, you obtain verification of any third-party information contained within this Valuation Report.

1.26 We would advise you that whilst we have valued the Properties reflecting current market conditions, there are certain risks which may be, or may become, uninsurable. Before undertaking any financial transaction based upon this Valuation, you should satisfy yourselves as to the current insurance cover and the risks that may be involved should an uninsured loss occur.

Limitations on liability

1.27 Knight Frank LLP's total liability for any direct loss or damage (whether caused by negligence or breach of contract or otherwise) arising out of or in connection with this Valuation is limited in accordance with the terms of the Agreement. Knight Frank LLP accepts no liability for any indirect or consequential loss or for loss of profits.

1.28 We confirm that we hold adequate and appropriate PII cover for this instruction.

1.29 No claim arising out of or in connection with this Valuation may be brought against any member, employee, partner or consultant of Knight Frank LLP. Those individuals will not have a personal duty of care to any party and any claim for losses must be brought against Knight Frank LLP.

1.30 Nothing in this Valuation shall exclude or limit our liability in respect of fraud or for death or personal injury caused by our negligence or for any other liability to the extent that such liability may not be excluded or limited as a matter of law.

Scope of work

Information to be relied upon

1.31 We have relied upon the information previously provided to us by you, or by third parties in respect of the 31 December 2023 Valuation and will assume it to be correct for the purposes of the Valuation unless you inform us otherwise, subject only to any valuation that we have agreed to undertake.

1.32 Where we express an opinion in respect of (or which depends upon) legal issues, any such opinion must be verified by your legal advisors before any Valuation can be relied upon.

1.33 We are instructed to rely on floor areas and tenancy information provided by the Client. We have not read lease agreements nor verify accordance between tenancy schedule and lease terms.

1.34 Knight Frank LLP cannot be held liable as regards the legal description of the Properties, its use, non-compliance with statutory requirements, technological and natural risks, the areas taken into account, the existence of concealed defects, presence of asbestos, adverse ground condition, presence of soil contamination, presence of insects, noxious animals or plants, rot, or deleterious materials, etc. This Valuation Report comments on the above on the basis of Technical or Environmental reports, if provided.

Inspections

1.35 In our ongoing role as External Valuers, we have previously been instructed to carry out an inspection of the Properties, with all Properties being inspected externally and some being inspected internally. The Valuation has been prepared in accordance with our previous inspections of the Properties. Our inspections of all the Properties have been undertaken within the last twelve months.

Information Provided

1.36 In this Valuation Report we have been provided with information by the Client, its advisors and other third parties. We have relied upon this information as being materially correct in all aspects.

1.37 In the absence of any documents or information provided, we have had to rely solely upon our own enquiries as outlined in this Valuation Report.

1.38 We have assumed there to be good and marketable titles to the Properties. We have made oral enquiries with the Client where appropriate and have taken account, insofar as we are aware, of unusual outgoings, planning proposals and onerous restrictions or local authority intentions which affect the Properties. However, this information has been provided to us on the basis that it should not be relied upon.

1.39 We have been supplied with details of tenure and tenancies and have valued on the basis that there are no undisclosed matters which would affect our valuation.

1.40 We have not undertaken any building surveys or environmental audits and are therefore unable to report that the Properties are free of any structural fault, rot, infestation or defects of any other nature, including inherent weaknesses due to the use in construction of materials now suspect. No tests were carried out on any of the technical services. However, we have reflected any apparent wants of repair in our opinion of value as appropriate.

1.41 The Properties have been valued individually, not as part of a portfolio.

Assumptions

1.42 We have assumed, except where we have been informed to the contrary, that there are no adverse ground or soil conditions or environmental contaminations which would affect the present or future use of the Properties and that the load bearing qualities of the site of each property are sufficient to support the buildings constructed or to be constructed thereon.

Special Assumptions

1.43 The Valuation has been undertaken on the special assumption that the Properties are fully constructed and income producing as at the Valuation Date. This assumption only relates to the following properties:

Under Construction:

1. Retail Pod at Morrisons Store, Lysander Road, Yeovil

2. Ferry Road, 102 Pilton Drive, Edinburgh, EH5 2XS

3. 2, Greenmarket, Dundee, DD1 4EH

4. Tesco & Home Bargains, Houghton Le Spring

5. Co-op, Horncastle

6. M&S, Largs

Final Payments to be made:

8. Loaning Meadows Retail Park, Berwick Upon Tweed

9. Sainsbury's, 2 Dog Lane, Bewdley, Worcestershire, DY12 2BU

10. Lidl, The Brickyard, High Street, East Ham

1.44 Should the Properties above be treated as developments and valued using the residual method, the value reported would be significantly different incorporating outstanding construction costs, finance, developers profit, fees and tenant incentive packages.

2. Valuation

Methodology

2.1 The Valuation has been undertaken using appropriate valuation methodology and our professional judgement.

Comparative method

2.2 In undertaking the Valuation, we have made our assessment on the basis of a collation and analysis of appropriate comparable transactions, together with evidence of demand within the vicinity of the subject properties. With the benefit of such transactions we have then applied these to the Properties, taking into account size, location, aspect and other material factors.

Investment method

2.3 The Valuation has been carried out using the comparative and investment methods. In undertaking the Valuation, we have made our assessment on the basis of a collation and analysis of appropriate comparable investment and rental transactions, together with evidence of demand within the vicinity of the subject Properties. With the benefit of such transactions we have then applied these to the Properties, taking into account size, location, terms, covenant and other material factors.

Valuation bases

2.4 The basis of value for the Valuation as required by the Code is Market Value and therefore these valuations have been prepared on a Market Value basis.

Market Value

2.5 Market Value is defined within RICS Valuation - Global Standards as:

Portfolios

2.6 In a valuation of a property portfolio, we have valued the individual properties separately and we have assumed that the individual properties have been marketed in an orderly way.

Market Value

2.7 We are of the opinion that the aggregate Market Value of the freehold, heritable and long leasehold interests in the Properties, subject to the existing tenancies on the special assumptions highlighted above, as at the valuation date is:

£3,022,990,000 (Three Billion, Twenty Two Million and Nine Hundred and Ninety Thousand Pounds).

€161,675,000 (One Hundred and Sixty One Million, Six Hundred and Seventy Five Thousand Euros).

2.8 The tenure of the Properties held by the Company as at 31 December 2023 comprises the following:

	No. of properties	Market Value
Freehold	235	£2,411,830,000
Heritable	28	£185,345,000
Long leasehold	83	£425,815,000
Total	346	£3,022,990,000

	No. of properties	Market Value
Freehold	2	€161,675,000
Long leasehold	0	€0
Total	2	€161,675,000

2.9 There are no negative values to report.

2.10 For the purposes of Rule 29.5 of the Code, we confirm that in our opinion the current valuation of the Properties as at the date of this Valuation Report would not be materially different from the valuation of the Properties as at the valuation date.

2.11 We are not aware, as a result of our role as an External Valuer of the Properties of any matter which would materially affect the Market Value of the Properties which is not disclosed in this Valuation Report (subject to the assumptions set out in this Valuation Report) and we are not aware of any matter in relation to this Valuation Report that we believe should be and has not yet been brought to the attention of the Addressees.

2.12 For the purposes of paragraph 130(vi) of the FCA Technical Note, we consider the differences between the valuation figure in this Valuation Report and the equivalent figure reported in the Client's latest published annual or consolidated accounts to be as a result of market movements.

Responsibility

2.13 For the purposes of the Code, we are responsible for this Valuation Report and accept responsibility for the information contained in this Valuation Report and confirm that to the best of our knowledge (having taken all reasonable care to ensure this is the case), the information contained in this Valuation Report is in accordance with the facts and contains no omissions likely to affect its import. This Valuation Report complies with and is prepared in accordance with, and on the basis of, the Code. We authorise its contents for the purposes of Rule 29 of the Code. Knight Frank has given and has not withdrawn its consent to the inclusion of this Valuation Report in the Rule 2.7 Announcement, the Scheme Document and in the Combined Prospectus and Circular.

2.14 We accept responsibility (including for the purpose of Rule 5.3.2R(2)(f) of the UK Prospectus Regulation Rules) for the information contained in this Valuation Report and to the best of our knowledge, the information contained in this Valuation Report is in accordance with the facts and the Valuation Report makes no omission likely to affect its import.

Consent

2.15 Knight Frank LLP has given and has not withdrawn its consent to the inclusion of this Valuation Report in the Rule 2.7 Announcement, the Scheme Document and in the Combined Prospectus and Circular published by the Client and/or the Offeror in the form and context in which it is included.

2.16 We consent to the inclusion of the Valuation and this Valuation Report and any extracts or references thereto in the Combined Prospectus and Circular or any supplementary prospectus and/or circular (as the case may be) and the reference to our name in the form and context in which they are included in the Combined Prospectus and Circular or any supplementary prospectus and/or circular (as the case may be) (subject to us first approving the form and context in which our Valuation Report will appear).

Appendix 1 List of Properties

Tenure	Property Address	Property reference	Date of Inspection
FH	Biffa Waste Services Greenbank Road, East Tullos Industrial Estate Aberdeen	181	14/10/2023
LH	Bombardier Maintenance Biggin Hill Airport	91	19/10/2023
LH	Orbital 7, Orbital Park Cannock	127	10/07/2023
FH	Cazoo Cardiff 232 Penarth Road Cardiff	225	06/12/2023
LH	Customer Centre Carlise 57a Kingstown Industrial Estate Carlisle	222	07/072023
FH	Geddington Road Land at North East and South West Side of Geddington Rd Corby	177	12/12/2023
FH	GE Cramlington North Nelson Industrial Estate Cramlington	5	05/08/2023
FH	Unit 11 Merchant Way Wheatley Hall Road Doncaster	176	20/09/2023
LH	Gestamp Aycliffe Industrial Estate Durham	134	04/08/2023
FH	22-26 Bankhead Drive Sighthill Edinburgh	221	12/12/2023
FH	31 Turnpike Road Newbury	30	23/05/2023
FH	Veolia Poole Plot 3 Holton Heath Trading Park Poole	130	23/05/2023
FH	Stobart Rotherham Greaseborough Depot North Drive Rotherham	23	06/12/2023
FH	Cornwall Road Smethwick	92	10/07/2023
FH	Turbine Business Park Nissan Way Sunderland	27	08/08/2023
FH	Belasis Business Park 10-11 Belasis Business Park Billingham Teeside	28	04/08/2023
FH	Oak Lane West Bromwich	36	10/07/2023
FH	Stobart Widnes Viking Park Widnes	24	02/09/2023
FH	Andover Business Park Andover	54	19/12/2023
LH	Columbus Quarter Andover	39	19/12/2023
FH	Motorpoint Burnley Rosegrove Lane Burnley	14	07/04/2023
FH	Travelodge Camborne, Cornwall Tolvaddon Road Camborne	15	12/09/2023
FH	BT Dundee 2 Greenmarket Dundee	226	06/12/2023
FH	Mears Student Dundee 21 Brown Street Dundee	22	06/12/2023
FH	STV, Pacific Quay Glasgow	182	12/12/2023
LH	Hamilton Health & Racquet Club Mote Hill Hamilton	218	16/12/2023
LH	PGL Travel Winmarleigh Hall, Church Lane Lancaster	131	23/01/2023
FH	Kents Hill Training Centre Milton Keynes	229	16/08/2023
FH	Copenhagen Way Norwich	55	18/12/2023
FH	Yarnfield Park Training & Conference Cen Stone	227	06/12/2023
FH	Q Parks, Surrey Street Croydon	93	23/05/2023
FH	Q-Park, Quartermile Car Park Simpson Loan Edinburgh	121	02/11/2023
FH	Q-Park, Candleriggs Car Park 37 Albion Street Glasgow	122	02/11/2023
FH	Q-Park Tower Bridge Car Park Gainsford Street London	120	05/12/2023
LH	Q-Park, Piazza Car Park St James Street Manchester	123	03/05/2023
FH	Q-Park, Waterside Car Park 5 Broad Road Manchester	124	25/02/2023
FH	Q-Park Sheffield Rockingham Street Sheffield	10	07/04/2023
LH	Q-Park, Riverside Car Park 5 Millsands Sheffield	125	07/04/2023
LH	Kent Street Car Park Kent Street York	219	07/04/2023
LH	Q-Park, Shambles Car Park Garden Place York	126	07/04/2023
FH	9 Bridge Street Aberdeen	33	30/09/2023
LH	Travelodge A96 Inverurie Road, Bucksburn Aberdeen	P039	23/04/2023
FH	Travelodge Old Swanwick, Colliery Road Alfreton	P109	26/07/2023
FH	Travelodge A27/A29 Fontwell Arundel Fontwell	P110	13/04/2023
LH	Travelodge A303 Westbound Barton Stacey	P040	06/06/2023
LH	Travelodge Festival Leisure Park, Festival Way Basildon	P041	27/11/2023
LH	Travelodge Runwell Road, Wickford Basildon	P096	30/10/2023
FH	Travelodge Stag & Hounds, Winchester Rd Basingstoke	P042	22/04/2023
LH	Travelodge 1 York Buildings, George Street Bath Central	P111	07/07/2023
FH	Travelodge A421 Beancroft Rd, Marston Moretaine Bedford	P043	13/07/2023
FH	Travelodge A1 North, Nr. Chawston, Black Cat Roundabout, Wyboston Bedford	P112	11/07/2023
LH	Travelodge Chester Road, Castle Bromwich Birmingham	P098	17/06/2023
FH	Travelodge Moto Service Area, Frankley, M5 Motorway, Illey Lane, Frankl Birmingham	P114	10/08/2023
FH	Travelodge A4123 Wolverhampton Road, Oldbury Birmingham	P116	10/08/2023
FH	Travelodge B4142 Boldmere Rd, Sutton Coldfield Birmingham	P117	11/07/2023
FH	Travelodge 230 Broad Street Birmingham Central	P113	11/07/2023
LH	Travelodge Cooper Dean Roundabout Bournemouth	P094	05/04/2023
FH	Travelodge London Road, Binfield Bracknell	P118	06/06/2023
LH	Travelodge Mid Point Bradford	P044	23/10/2023
FH	Travelodge A127 East Horndon, East Horndon Brentwood	P119	27/11/2023
LH	Travelodge First Motorway Services, M5 Service Area, Huntworth Business Bridgwater	P045	23/08/2023
FH	165-167 Preston Road Brighton	34	23/05/2023
FH	Travelodge Cribbs Causeway Bristol	P046	16/11/2023
LH	Travelodge Moto Service Area, M48 Motorway Bristol	P047	03/07/2023
FH	Travelodge A671/A679, Cavalry Barracks, Barracks Road Burnley	P048	23/10/2023
FH	Travelodge A38 Northbound, Barton-under-Needwood Burton	P049	13/10/2023
FH	Travelodge A38 Southbound, Barton-under-Needwood Burton	P050	09/08/2023
FH	Cambridge Belfry Hotel Back Lane Cambourne, Cambridge	2	30/10/2023
FH	Travelodge A11 Fourwentways, Abington, Fourwentways Cambridge	P120	30/10/2023
FH	Travelodge Huntingdon Road (A14),Swavesey Cambridge	P121	30/10/2023
FH	Travelodge A299 Thanet Way, Faversham Canterbury	P122	12/06/2023
LH	Travelodge Circle Way East off A48, Llanedeyrn Cardiff	P123	28/06/2023
LH	Travelodge Moto Service Area Southwaite, M6 Motorway, Broadfield Road Carlisle	P051	15/08/2023
LH	Travelodge M6 Southbound, Todhills Carlisle	P124	15/08/2023
LH	Travelodge Warrington Road, Mickle Trafford Chester	P103	10/07/2023
FH	Travelodge A55 Eastbound Expressway, Northop Hall, Mold Chester Northop Hall	P052	07/07/2023
FH	Premier Inn Chesterfield Elder Way Chesterfield	12	26/08/2023
LH	Travelodge M4 Motorway, Moto Service Area, Leigh Delamere M4 Eastbound Chippenham	P125	01/09/2023
FH	Travelodge Moto Service Area, Leigh Delamere, M4 Motorway M4 Westbound Chippenham	P126	23/08/2023
LH	Travelodge Hare Bushes, A429 Burford Rd Cirencester	P127	01/12/2023
LH	Travelodge Brinklow Road, Binley Coventry	P097	13/10/2023
LH	Travelodge Charles Street, Off Crossways Boulevard Dartford	P128	12/06/2023
LH	Travelodge Nottingham Road, Chaddesden Derby	P100	26/07/2023
FH	Travelodge A1 Great North Road, Carcroft Doncaster	P053	23/10/2023
FH	Travelodge A25 Reigate Road Dorking	P054	18/08/2023
FH	Travelodge A38 Rashwood Hill Droitwich	P055	14/06/2023
LH	Travelodge A82 Stirling Road, Milton Dumbarton	P056	27/04/2023
LH	Travelodge A75, Annan Road, Collin Dumfries	P057	07/07/2023
FH	Travelodge South Gyle Broadway Edinburgh Park Edinburgh	60	02/11/2023
LH	Travelodge 33 St. Mary's Street Edinburgh Central	P058	02/11/2023
FH	Travelodge A10/A142 Roundabout, Witchford Road Ely	P059	30/10/2023
FH	Premier Inn Exeter 398 Topsham Road Exeter	220	17/11/2023
LH	Travelodge Moto Service Area, M5 Motorway, Sandygate Exeter	P060	11/07/2023
LH	Travelodge 114 Portsmouth Road Frimley	P095	06/06/2023
LH	Travelodge 251 Paisley Road Glasgow	P062	02/11/2023
FH	Travelodge 5-11 Hill Street Glasgow Central	P061	02/11/2023
FH	High Street Gosport	56	03/08/2023
LH	Travelodge Great North Road, South Witham Grantham	P129	26/07/2023
FH	Travelodge A47 Roundabout, Acle Bypass Great Yarmouth	P130	18/12/2023
FH	Travelodge A580 Piele Road, Haydock Haydock	P063	03/08/2023
FH	Travelodge M4 Moto service area, J2/J3 Eastbound, North Hyde Lane, Houn Heathrow	P131	30/10/2023
LH	Travelodge Moto Service Area, M4 Motorway, Phoenix Way, Heston, Hounslo Westbound Heathrow	P132	30/10/2023
FH	Travelodge A22 Boship Farm Roundabout Hellingly Eastbourne	P064	05/06/2023
LH	Travelodge A63 Eastbound, Beacon Service Area Hull	P065	26/04/2023
LH	Travelodge A14 Eastbound Huntingdon Fenstanton	P066	03/08/2023
FH	Travelodge A303, Southfield Roundabout, Horton Cross Ilminster	P133	11/07/2023
LH	Travelodge Stonyfield, A96 Inverness Road Inverness	P134	22/04/2023
FH	Travelodge Junction 13, A14 Eastbound, Thrapston Kettering	P067	07/07/2023
FH	Travelodge M90 Junction 6 Kinross	P068	03/07/2023
FH	Travelodge Moto Service Area, M6 Motorway, Northbound J32/33, White Car Lancaster	P069	16/06/2023
LH	Travelodge Bruntcliffe Road, Morley Leeds	P106	09/08/2023
LH	Travelodge Blayd's Court, Blayds Yard Leeds Central	P135	09/08/2023
LH	Travelodge Hinckley Road Leicester	P099	13/07/2023
FH	Travelodge A46, Newark / Lincoln Road, Thorpe on the Hill Lincoln	P136	14/11/2023
LH	25 Old Haymarket Liverpool	35	23/12/2023
LH	Travelodge Aigburth Road, Aigburth Liverpool	P104	10/07/2023
FH	Travelodge Brunswick Dock, Sefton Street Liverpool Docks	P137	10/07/2023
FH	A48, Cross Hands Llanelli	31	07/08/2023
LH	Travelodge A40 Western Avenue, Acton London Park Royal	P138	27/11/2023
FH	Travelodge Epsom Road, Morden London Wimbledon	P139	27/11/2023
FH	Travelodge Station Road, Woofferton Ludlow	P070	14/04/2023
FH	Travelodge London Road, South Adlington, Macclesfield Macclesfield	P140	07/08/2023
FH	Travelodge 11 Blackfriars Street, Salford Manchester Central	P071	09/08/2023
FH	Travelodge M2 Motorway, Moto Service Area, Rainham, Gillingham Medway	P141	12/06/2023
FH	Travelodge Melksham Commerce Way Melksham	8	23/05/2023
FH	Premier Inn Middlesbrough Wilson Street Middlesborough	1	04/08/2023
FH	Travelodge Holmes Chapel Rd Middlewich	P142	07/08/2023
FH	Travelodge A5 Old Stratford Roundabout, Old Stratford Milton Keynes	P143	12/07/2023
FH	Travelodge 199 Grafton Gate Milton Keynes Central	P072	12/07/2023
FH	Travelodge Tot Hill Services, A34 Newbury Bypass Newbury	P073	06/06/2023
FH	Travelodge A45, Upton Way Northampton	P074	13/07/2023
LH	Travelodge Moto Service Area, M1 J.23a, EM Airport Donington Park M1 Nottingham	P075	26/07/2023
FH	Travelodge Riverside Retail Park, Tottle Road Nottingham	P076	09/08/2023
LH	Travelodge Derby Road, Wollaton Vale Nottingham	P101	09/08/2023
FH	A444 Southbound, Bedworth Nuneaton	32	04/08/2023
FH	Travelodge St Nicolas Park Dr Nuneaton	P077	12/07/2023
FH	Travelodge A5/A483, Mile End Service Area Oswestry	P144	29/05/2023
FH	Travelodge Moto Service Area, Peartree Roundabout, Woodstock Road Oxford	P078	14/06/2023
FH	Travelodge London Road, Wheatley Oxford	P079	14/06/2023
LH	Travelodge Crieff Road Perth	P108	03/07/2023
LH	Travelodge Crowlands Road, Eye Green Peterborough	P080	07/07/2023
FH	Travelodge A1 Southbound, Alwalton Peterborough	P145	07/07/2023
FH	Jurys Inn 50 Exeter Street Plymouth	61	23/05/2023
LH	Travelodge Derriford Road, Derriford Plymouth	P092	11/07/2023
LH	Travelodge Tavistock Road, Roborough Plymouth	P093	11/07/2023
FH	Travelodge Moto Service Area, Ferrybridge, A1/M62 Junction Pontefract	P146	23/10/2023
FH	Premier Inn Porthmadog	141-2	14/06/2023
LH	Travelodge 472 Preston Rd, Clayton-le-Woods, Chorley Preston	P147	01/12/2023
LH	Travelodge 387 Basingstoke Rd, Whitley Reading	P081	06/06/2023
LH	Travelodge Moto Service Area, M4 Motorway, Burghfield M4 Eastbound Reading	P149	06/06/2023
FH	Travelodge Moto Service Area, M4 Motorway, Burghfield M4 Westbound Reading	P150	06/06/2023
FH	Travelodge 60 Oxford Road Reading Central	P148	11/09/2023
FH	Travelodge A1 Northbound, Markham Moor Retford	P082	04/08/2023
LH	Premier Inn Romford 25-29 Market Place Romford	137	19/10/2023
FH	Travelodge Western Springs Rd Rugeley	P083	12/07/2023
FH	Travelodge Callington Rd Saltash	P084	11/07/2023
FH	Travelodge, Discovery Park Sandwich	135	29/05/2023
LH	Travelodge A5 / A49 Roundabout, Bayston Hill Services Shrewsbury	P085	29/05/2023
FH	Travelodge 144 Lodge Road Southampton	P086	06/06/2023
FH	Travelodge Ham Farm, Twyford Road, Eastleigh Southampton	P151	06/06/2023
LH	Travelodge Moto Service Area, M6 Motorway Northbound, Eccleshall Road, Stafford	P152	03/08/2023
LH	Travelodge Moto Service Area, Pirnhall Stirling	P153	07/06/2023
LH	Travelodge Longton Road Stoke on Trent	P102	03/08/2023
FH	Travelodge Newcastle Road, Talke Stoke-on-Trent	P154	30/10/2023
LH	Travelodge Eastington, Nr. Stroud Stonehouse	P155	01/12/2023
LH	Travelodge Oversley Mill, Alcester Stratford	P156	03/08/2023
LH	Travelodge Moto Service Area, M4 Motorway, Penllergaer Swansea	P157	30/06/2023
FH	Travelodge Swindon Barnfield Close Swindon	9	23/05/2023
FH	Travelodge Whitchurch Dr Telford	P158	17/06/2023
FH	Travelodge Sampford Peverell Service Area, M5 Motorway, Sampford Pevere Tiverton	P087	08/07/2023
FH	Travelodge A43 Towcester Bypass Towcester	P159	12/07/2023
FH	Travelodge A36/A350 Bypass, Service Area, Bath Rd Warminster	P088	07/07/2023
FH	Travelodge Kendrick St Warrington	P089	03/08/2023
LH	Travelodge Newton Road, Lowton Warrington	P105	09/08/2023
LH	Premier Inn Whitley Bay Spanish City Promenade Whitley Bay	13	21/11/2023
FH	Travelodge Fiddlers Ferry Rd Widnes	P160	07/07/2023
FH	Travelodge Moto Service Area, M6 Motorway, Essington Wolverhampton	P115	07/07/2023
FH	Travelodge Workington William Street Workington	119	19/10/2023
FH	Premier Inn Worksop	139	26/08/2023
FH	Travelodge St Annes Dr Worksop	P090	26/07/2023
FH	Travelodge A303 Roundabout, Podimore Services Yeovil	P091	07/07/2023
LH	Travelodge Hull Road York	P107	10/06/2023
FH	Travelodge A64 Eastbound, Bilbrough, Steeton York	P161	21/11/2023
LH	Apple Mews 1 95 Cathedral Road Armagh	16	24/11/2023
LH	Apple Mews 2 95 Cathedral Road Armagh	25	24/11/2023
FH	Ramsay Yorkshire Clinic Bradford Road Bingley	P030	02/08/2023
FH	12 Oakfield Road Birmingham	AL46	20/12/2023
FH	Sutton House Dick Lane Bradford	AL2	08/12/2023
FH	31 Druid Stoke Avenue Bristol	57	21/12/2023
FH	Ramsay Springfield Hospital Lawn Lane Chelmsford	P027	07/09/2023
FH	213 Harwich Road Colchester	AL48	02/01/2023
FH	Ramsay Oaks Hospital Oaks Place, 120 Mile End Road Colchester	P024	07/09/2023
FH	Jacame Bath Road Eastington	AL4	21/12/2023
FH	26 Ambleside Crescent Enfield	AL51	06/01/2023
FH	Ramsay West Midlands Hospital Colman Hill Halesowen	P028	10/07/2023
FH	Ramsay Pinehill Hospitals Benslow Lane Hitchin	P025	28/04/2023
FH	20 Mount Vernon Hull	AL36	07/12/2023
FH	Ramsay Woodland Hospital Rothwell Road Kettering	P029	05/09/2023
FH	18C Rosebery Avenue Kings Lynn	AL13	13/12/2023
FH	20 Checker Street Kings Lynn	AL14	13/12/2023
LH	25 Wootton Road Kings Lynn	AL10	13/12/2023
FH	63 Kensington Road Kings Lynn	AL12	12/12/2023
FH	78 Wootton Road Kings Lynn	AL11	13/12/2023
FH	Atkinson Court Care Home Ings Road Cross Green Leeds	7	08/12/2023
FH	Florence Nightingale Hospital 11-19 Lisson Grove London	P031	25/07/2023
FH	Edenmore Care Home 646 Shore Road Newtownabbey	17	24/11/2023
FH	37 Manor Road Pawlett	AL30	21/12/2023
FH	Ramsay Fitzwilliam Hospital Milton Way, South Bretton Peterborough	P021	03/08/2023
FH	Ramsay Fulwood Hospital Midgery Lane, Fulwood Preston	P022	17/08/2023
FH	85 Holmesdale Road Reigate	AL32	12/12/2023
FH	Ramsay Oaklands Hospital 19 Lancaster Road Salford	P023	17/08/2023
FH	Ramsay Rivers Hospital (includes Gardens High Wych Road Sawbridgeworth	P026	24/06/2023
FH	Prime Life Phoenix Phoenix Park Care Village, Phoenix Avenue Scunthorpe	21	07/11/2023
FH	The Priory Care Home 1 Shelley Crescent, Monkspath, Shirley Solihull	128	20/12/2023
FH	3 Farm Way Southwick	AL38	12/12/2023
FH	Ramsay Duchy Hospital Pentenvinnie Lane Truro	P020	16/06/2023
FH	43 Grosvenor Road Watford	AL60	06/01/2023
FH	77 Queens Road Watford	AL56	06/01/2023
FH	77A Queens Road Watford	AL57	06/01/2023
FH	79 Queens Road Watford	AL59	06/01/2023
FH	79A Queens Road Watford	AL58	06/01/2023
FH	13 Grove Park Road Weston-super-Mare	AL40	21/12/2023
FH	17 Ashfield Road Shipley Bradford	185	08/12/2023
FH	Woodlands Park Drive Apperley Bridge Bradford	184	08/12/2023
FH	73-75 Birchwood Road Brislington Bristol	186	20/12/2023
FH	116 Fairfield Road Widnes Cheshire	187	26/09/2023
FH	Smith House Stanney Lane Chester Cheshire	188	26/09/2023
FH	124 Hadfield Road Derbyshire	189	26/09/2023
FH	65 Bawtry Road Bessacarr Doncaster	190	07/12/2023
FH	70 High Street Hatfield Doncaster	191	07/12/2023
FH	Abbotsford House 15 Kent Road Harrogate	192	28/12/2023
FH	116 Sharoe Green Lane Fulwood Preston Lancashire	195	29/09/2023
FH	119 Heapey Road Chorley Lancashire	194	26/09/2023
FH	Longsands Lane Preston Lancashire	193	29/09/2023
FH	437 Street Lane Leeds	199	28/12/2023
FH	469 Otley Road Adel Leeds	197	28/12/2023
FH	48 Nursery Lane Alwoodley Leeds	198	28/12/2023
FH	60 North Park Avenue Leeds	196	28/12/2023
FH	68 Leigh Road Atherton Manchester	200	19/12/2023
FH	1 Hartwith Way Harrogate North Yorkshire	201	28/09/2023
FH	83 Broad Road Sale	202	19/12/2023
FH	63a Scarisbrick New Road Southport	203	19/12/2023
FH	3 Simplemarsh Road Addlestone Surrey	234	15/12/2023
FH	Cross Road, Idle Bradford West Yorkshire	204	18/09/2023
FH	20 Kingsmead Road North Prenton Wirral	205	19/12/2023
FH	97 Eleanor Road Bidston Wirral	206	19/12/2023
FH	Alton Towers Hotel Wootton Lane Alton	P032	01/09/2023
FH	Alton Towers Park Wootton Lane Alton	P033	01/09/2023
FH	Thorpe Park Egham	P035	14/07/2023
FH	Thorpe Park Hotel Site Egham	P036	14/07/2023
FH	Warwick Castle Warwick	P034	28/12/2023
LH	Manchester Arena Manchester	P019	03/05/2023
LH	Barry Penny Lane Barry	40	15/12/2023
LH	Squires Gate Blackpool	52	12/12/2023
LH	Norman Road Bradford	210	29/09/2023
LH	Buntsford Park Road Bromsgrove	211	10/07/2023
LH	Canvey Island Northwich Road Canvey Island	42	19/10/2023
LH	Sports Village Cardiff	47	15/12/2023
LH	Parc Pensam Carmathan	43	15/12/2023
LH	1 Afton Way Dundee	138	06/12/2023
LH	Ferry Road 102 Pilton Drive, Edinburgh	243	06/12/2023
LH	Queen Katherines Avenue Kendal	233	12/12/2023
LH	Goose Street Newcastle Under Lyme	46	06/12/2023
LH	Kettering Road Northampton	48	19/05/2023
LH	Victoria Parkway Nottingham	99	06/12/2023
LH	Smithfield Park Oswestry	212	10/12/2023
LH	Lincoln Road Peterborough	49	14/11/2023
LH	Riversway Preston	50	14/05/2023
LH	Warwick Highway Redditch	45	20/12/2023
LH	Lakeside Parkway Scunthorpe	213	04/09/2023
LH	Teeside Retail Park Newmarket Avenue Thornby Stockton-on-Tees	214	15/10/2023
LH	Ridgway Drive Stoke	51	06/12/2023
LH	Wallows Lane Walsall	215	10/07/2023
LH	Lysander Road Yeovil	216	13/12/2023
FH	Co-op Service Station Aston Worksop Road Aston	207	14/06/2023
FH	Aldi Berwick Upon Tweed Berwick Upon Tweed	142	11/12/2023
FH	Co-op Bicester Bure Park Bicester	171	28/12/2023
FH	Co-op Blackpool Thornton Centre Blackpool	156	12/12/2023
FH	Aldi, Scott Works Clayton Road Bradford	11	09/09/2023
FH	Bradford Victoria Shopping Centre Bradford	160	09/09/2023
FH	Currock Road Carlisle	63	30/12/2023
LH	Asda - Clydebank 31 Britannia Way Clydebank	170	12/12/2023
FH	Co-op Coalville 99a Midland Road, Ellistown Coalville	173	10/07/2023
FH	North End Retail Park High Street Cowdenbeath	29	06/12/2023
FH	Lidl East Ham The Brickyard, High Street / Barking Road East Ham	175	19/10/2023
FH	St Hilary Retail Park Basildon Essex	231	19/10/2023
FH	Sinclair Retail Park Evesham	38	20/12/2023
FH	Co-op Glasgow 63 Cumbernauld Road Glasgow	143	12/12/2023
FH	Junction 24 Retail Park Helen Street Glasgow	1511	12/12/2023
FH	Asda Halesown Halesown	230	10/07/2023
FH	Newbottle Street Retail Park Newbottle Street Houghton Le Spring	241	18/03/2023
FH	M&S Largs	244	12/12/2023
FH	Co-op Hornscastle Lincolnshire	242	06/12/2023
FH	New Berwyn Works Berwyn Road Llangollen	178	15/12/2023
FH	Tesco Welling Welling High St London	174	27/07/2023
LH	Aldi Clifton Drive North Lytham St Annes	140	13/12/2023
FH	Sainsburys Gateway Retail Park, Cargo Fleet Road Middlehaven Middlesborough	180	12/12/2023
FH	Co-op Service Station New Cottsey Wayside Service Station Dereham Road Norwich	208	18/12/2023
FH	Co-op Pontypridd Penrhiwfer Rd Pontypridd	144	04/05/2023
FH	Lidl Portsmouth 73 London Rd Cosham Portsmouth	150	03/05/2023
FH	Co-op Sandbach Lawton Way Elworth Sandbach	145	08/07/2023
FH	Co-op Southport Station Rd Ainsdale Southport	149	25/02/2023
FH	Waitrose Poynton 89 Park Lane Poynton Stockport	151	08/07/2023
FH	Co-op Swindon Taw Hill Village Centre Swindon	172	13/12/2023
FH	Co-op Wallasey 83-85 Wallasey Village Wallasey	146	08/07/2023
FH	Co-op Service Station Washington Washington	209	18/12/2023
FH	Lidl West Bridgford West Bridgford	152	06/12/2023
FH	Sainsbury's Dog Lane Bewdley Worcestershire	217	10/07/2023
FH	Co-op Wrexham Borras Park Rd Wrexham	147	15/12/2023
FH	Dobbies Garden Centre Haresfield Gloucester	179	13/12/2023
FH	Dobbies Garden Centre Pennine Shelley Huddersfield	114	22/12/2023
FH	Dobbies Garden Centre Morpeth Heighley Gate Morpeth	64	05/08/2023
FH	Dobbies Reading Hyde End Road, Shinfield, Reading	240	13/12/2023
FH	York Biotech Campus York	183	06/12/2023
FH	Yates's 36 Bradshawgate Bolton	P010	26/12/2023
FH	The Calder Huddersfield Road Brighouse	P013	23/04/2023
FH	Griffin Inn 184 Warrington Road Cheshire	104	23/11/2023
FH	Shrewsbury Arms 38 Claughton Firs Prenton Cheshire	105	23/11/2023
FH	Unicorn Adlington Road Cheshire	106	07/08/2023
FH	Brinkburn Lady Kathryn Grove County Durham	108	27/12/2023
FH	The Blagdon Arms Village Square Cramlington	P016	04/08/2023
FH	The Grey Horse Front Street East Boldon	P015	04/08/2023
FH	Slug and Lettuce 9-11 East Street Farnham	P003	25/04/2023
FH	The Abbey 53 Northgate Street Gloucester	P005	13/12/2023
FH	Spread Eagle Hotel Hatherlow	116	26/12/2023
FH	Slug and Lettuce 40-44 King Street Huddersfield	P012	23/04/2023
FH	The Exchequer 60-64 High Street Kirkcaldy	P017	26/12/2023
FH	Old Leyland Gates Golden Hill Lane Leyland	102	26/12/2023
FH	The William Foster Guildhall Street Lincoln	P008	06/12/2023
FH	The William Gladstone 18-20 North John Street Liverpool	P009	27/04/2023
FH	The Brewery 52 Chiswell St London	P018	27/04/2023
FH	The Occassional Half 66 - 77 Green Lanes London	P004	25/04/2023
FH	The Blue Bell Hotel Acklam Road Middlesborough	P014	18/12/2023
FH	Norman Conquest Flatts Lane Middlesbrough	109	27/12/2023
FH	Britannia Bradwell Lane Newcastle Under Lyne	112	06/12/2023
FH	County Hotel High Street Newcastle Upon Tyne	110	27/12/2023
FH	Duke of Wellington Kenton Lane Newcastle Upon Tyne	111	27/12/2023
FH	Faradays 44 Pelham Street Nottingham	P007	06/12/2023
FH	Yates's 144-146 Church Street Preston	P011	26/12/2023
FH	The Bedford Arms 23 Bedford Place Southampton	P002	25/04/2023
FH	The Scarlet Tap 80-82 Palmerston Road Southsea	P001	25/04/2023
FH	Bulls Head 341 London Road Stockport	103	26/12/2023
FH	The Bridgewater 23 Barton Road Wardley	107	26/12/2023
FH	Church View Inn 38 Lunts Heath Road Widnes	117	23/11/2023
FH	Hog's Head 186 Stafford Street Wolverhampton	P006	10/07/2023
FH	Pear and Partridge The Parkway Wolverhampton	113	10/07/2023
FH	Heide Park Soltau Germany	P038	26/06/2023
FH	Heide Park Hotel Soltau Germany	P037	26/06/2023

Appendix 5

dEFINITIONS

The following definitions apply throughout this Announcement unless the context requires otherwise:

"Admission"	admission of the New LondonMetric Shares to be issued pursuant to the Merger to the premium listing segment of the Official List and to trading on the Main Market;
"AIFMD"	the European Union's Alternative Investment Fund Managers directive (No. 2071/61/EU) and all legislation made pursuant thereto, including, where applicable, the applicable implementing legislation and regulations in each member state of the European Union;
"AlTi"	AlTi Global Inc.;
"AlTi RE"	AlTi RE Public Markets Limited;
"Amended LXi Articles"	the articles of association of LXi, as amended to include a new article under which (i) any LXi Shares issued or transferred after the Scheme Voting Record Time (other than to LondonMetric and/or its nominees) shall be automatically transferred to LondonMetric (and, where applicable, for consideration to be paid to the transferee or to the original recipient of the LXi Shares so transferred or issued) on the same terms as the Merger (other than terms as to timings and formalities) and (ii) immediately prior to the Scheme becoming Effective, LXi will cease to be able to raise capital from a number of investors and will only be able to raise capital from its sole shareholder (or its nominee), such proposed amendment to be set out in full in the notice of the LXi General Meeting;
"Announcement"	this Announcement made pursuant to Rule 2.7 of the Takeover Code;
"Authorisations"	authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, permissions and approvals;
"Business Day"	a day (other than Saturdays, Sundays and public holidays in the UK) on which banks are generally open for normal business in the City of London;
"CBRE"	CBRE Limited (a private limited company incorporated in England and Wales with registered number 03536032) whose registered office is at Henrietta House, Henrietta Place, London, England, W1G 0NB;
"Closing Price"	the closing middle market quotation of a share derived from the Daily Official List on any particular date;
"Combined Circular and Prospectus"	the combined circular and prospectus to be published by LondonMetric and to be sent to LondonMetric Shareholders outlining, amongst other things, the Merger and containing the notice convening the LondonMetric General Meeting and information on LondonMetric, the Combined Group and the New LondonMetric Shares;
"Combined Group"	the LondonMetric Group as enlarged by the LXi Group following completion of the Merger;
"Companies Act"	the Companies Act 2006 (as amended from time to time);
"Conditions"	the conditions of the Merger set out in Appendix 1 to this Announcement and to be set out in full in the Scheme Document;
"Confidentiality Agreement"	the confidentiality agreement dated 22 November 2023 between (1) LondonMetric and (2) LXi;
"Court"	the High Court of Justice in England and Wales;
"Court Hearing"	the Court hearing at which LXi will seek an order sanctioning the Scheme;
"Court Meeting"	the meeting or meetings of the Scheme Shareholders to be convened pursuant to section 896 of the Companies Act for the purpose of considering and, if thought fit, approving the Scheme (with or without amendment approved or imposed by the Court and agreed to by LondonMetric and LXi), including any adjournment or postponement of any such meeting, notice of which shall be contained in the Scheme Document;
"Court Order"	the order of the Court sanctioning the Scheme under section 899 of the Companies Act;
"CREST"	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear;
"Daily Official List"	the Daily Official List published by the London Stock Exchange;
"Dealing Disclosure"	an announcement pursuant to Rule 8 of the Takeover Code containing details of dealings in interests in relevant securities of a party to an offer;
"Disclosed"	in respect of LondonMetric: the information disclosed (A) fairly in writing to LXi (or its respective officers, employees, agents or advisers in their capacity as such) prior to the date of this Announcement by, or on behalf of, LondonMetric, including in the virtual data room, prior to 6.00 p.m. on the Latest Practicable Date, operated on behalf of LondonMetric and which LXi and its advisers are able to access in respect of the Merger; (B) to LXi or LXi's advisers by, or on behalf of, the LondonMetric Group via management meetings held in connection with the Merger; (C) in the annual report and accounts of the LondonMetric Group for the financial year ended 31 March 2023; (D) in the interim report and results of the LondonMetric Group for the six-month period ended on 30 September 2023; (E) in this Announcement; and/or (F) in any other announcement made by, or on behalf of, LondonMetric via a Regulatory Information Service before the publication of this Announcement;
	in respect of LXi: the information disclosed (A) fairly in writing to LondonMetric (or their respective officers, employees, agents or advisers in their capacity as such) prior to the date of this Announcement by, or on behalf of, LXi, including in the virtual data room, prior to 6.00 p.m. on the Latest Practicable Date, operated on behalf of LXi and which LondonMetric and its advisers are able to access in respect of the Merger, (B) to LondonMetric or LondonMetric's advisers by, or on behalf of, the LXi Group via management meetings held in connection with the Merger; (C) in the annual report and accounts of the LXi Group for the financial year ended 31 March 2023; (D) in the interim report and results of the LXi Group for the six-month period ended on 30 September 2023; (E) in this Announcement; and/or (F) in any other announcement made by, or on behalf of, LXi via a Regulatory Information Service before the publication of this Announcement;
"Disclosure Guidance and Transparency Rules"	the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA;
"EBITDA"	earnings before interest, tax, depreciation, and amortisation;
"Effective"	either:
	1. if the Merger is implemented by way of the Scheme, the Scheme having become effective in accordance with its terms; or
	2. if LondonMetric elects to implement the Merger by way of a Takeover Offer (with Panel consent), such Takeover Offer having been declared or having become unconditional in accordance with the requirements of the Takeover Code;
"Effective Date"	the date on which the Merger becomes Effective;
"EPRA"	European Public Real Estate Association;
"EPRA NTA" or "NTA"	a measure of net asset value designed by EPRA to present the fair value of a company on a long term basis, as defined in the EPRA Guidance;
"Euroclear"	Euroclear UK & International Limited;
"European Union"	the economic and political confederation of European nations which share a common foreign and security policy and co-operate on justice and home affairs known as the European Union;
"Excluded Shares"	any LXi Shares which are: (i) registered in the name of, or beneficially owned by, LondonMetric or any other member of the LondonMetric Group or any of their respective nominees; or (ii) held as treasury shares (unless such LXi Shares cease to be so held), in each case at any relevant time;
"FCA" or "Financial Conduct Authority"	the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA, or any successor regulatory body;
"Forms of Proxy"	the forms of proxy in connection with each of the Court Meeting and the LXi General Meeting which will accompany the Scheme Document;
"FRI"	fully repairing and insuring;
"FSMA"	the Financial Services and Markets Act 2000, as amended from time to time;
"Heads of Terms"	the heads of terms dated 9 January 2024 between (1) LondonMetric, (2) AlTi RE and (3) AlTi;
"ICR"	interest coverage ratio;
"IFRS"	International Financial Reporting Standards;
"ISIN"	International Securities Identification Number;
"Knight Frank"	Knight Frank LLP, which is registered in England and Wales (registered number OC305934);
"Latest Practicable Date"	10 January 2024;
"Listing Rules"	the rules and regulations made by the FCA under FSMA and contained in the publication of the same name, as amended from time to time;
"Lock-in Commitment"	the lock-in arrangements provided by Nick Leslau pursuant to which he has agreed that, subject to certain customary exceptions, during the period of 12 months following the Effective Date, he and certain associated entities will not offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, 39,591,092 New LondonMetric Shares (or any interest therein or in respect thereof) issued on completion of the Merger or enter into any transaction with the same economic effect as any of the foregoing;
"London Stock Exchange"	London Stock Exchange plc;
"LondonMetric"	LondonMetric Property plc, a public company limited by shares incorporated in England and Wales with registered number 07124797 and which has its registered office at 1 Curzon Street, London, England, W1J 5HB;
"LondonMetric Directors"	the directors of LondonMetric at the date of this Announcement or, where the context so requires, the directors of LondonMetric from time to time;
"LondonMetric General Meeting"	the general meeting of LondonMetric to be convened by the LondonMetric Board and currently expected to be held in February 2024;
"LondonMetric Group"	LondonMetric and its subsidiaries and subsidiary undertakings from time to time and, where the context permits, each of them;
"LondonMetric Permitted Dividend"	any dividend satisfying the criteria of a "LondonMetric Permitted Dividend" in paragraph 9 of this Announcement;
"LondonMetric Resolution"	the shareholder resolution to be proposed at the LondonMetric General Meeting to approve the Merger and the authority to allot the New LondonMetric Shares;
"LondonMetric Shares"	the ordinary shares of 10 pence each in the share capital of LondonMetric and each being a "LondonMetric Share";
"LondonMetric Shareholders"	the holders of LondonMetric Shares from time to time;
"Long-stop Date"	11 July 2024 or such later date (if any) as LondonMetric and LXi may (with the consent of the Panel) agree and (if required) the Court may allow;
"LRA"	LXi REIT Advisors Limited;
"LTV"	loan to value;
"LXi"	LXi REIT plc, a public company limited by shares incorporated in England and Wales with registered number 10535081 and which has its registered office at 8th Floor 100 Bishopsgate, London, United Kingdom, EC2N 4AG;
"LXi Directors"	the directors of LXi at the date of this Announcement or, where the context so requires, the directors of LXi from time to time;
"LXi General Meeting"	the general meeting of LXi Shareholders (including any adjournment or postponement, thereof) to be convened for the purposes of seeking approval of the LXi Resolutions (with or without amendment);
"LXi Group"	LXi and its subsidiaries and subsidiary undertakings from time to time and, where the context permits, each of them;
"LXi Meetings"	the LXi General Meeting and the Court Meeting;
"LXi Permitted Dividend"	any dividend satisfying the criteria of a "LXi Permitted Dividend" in paragraph 9 of this Announcement;
"LXi Resolution"	the resolution to be proposed at the LXi General Meeting necessary to approve and implement the Scheme, including a resolution authorising the LXi Directors to take all actions as they may consider necessary or appropriate to give effect to the Scheme, a resolution to approve the Amended LXi Articles and a resolution re-registering LXi as a private limited company;
"LXi Shareholders"	the holders of LXi Shares from time to time;
"LXi Shares"	ordinary shares of one penny each in the capital of LXi and each being a "LXi Share".
"Main Market"	the London Stock Exchange's main market for listed securities;
"Market Abuse Regulation" or "MAR"	the UK version of EU Regulation No. 596/2014, which has effect in English law by virtue of the European Union (Withdrawal) Act 2018, as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019;
"Merger"	the proposed acquisition by LondonMetric of the entire issued and to be issued ordinary share capital of LXi (other than the Excluded Shares), to be implemented by means of the Scheme (or, should LondonMetric so elect, with the consent of the Panel, by way of a Takeover Offer) and, where the context requires, any subsequent revision, variation, extension or renewal thereof;
"New LondonMetric Shares"	the LondonMetric Shares proposed to be allotted and issued to Scheme Shareholders in connection with the Scheme;
"Offer Period"	the offer period (as defined by the Takeover Code) relating to LXi, which commenced on 18 December 2023 and ending on the earlier of the Effective Date and/or the date on which it is announced that the Scheme has lapsed or been withdrawn (or such other date as the Code may provide or the Takeover Panel may decide);
"Official List"	the Official List of the FCA;
"Opening Position Disclosure"	has the same meaning as in Rule 8 of the Takeover Code;
"Overseas Shareholders"	LXi Shareholders (or nominees of, or custodians or trustees for, LXi Shareholders) not resident in, or nationals or citizens of, the United Kingdom;
"Panel"	the Panel on Takeovers and Mergers;
"PRIIPs"	Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products, together with its implementing and delegated acts, as they form part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018;
"Regulatory Information Service"	any information service authorised from time to time by the FCA for the purpose of disseminating regulatory announcements;
"Restricted Jurisdiction"	any jurisdiction into which, or from which, making the Merger, or any information relating to the Merger, available would violate the local laws or regulations of that jurisdiction resulting in a significant risk of civil, regulatory or criminal exposure;
"Rolled-Forward Unaudited EPRA NTA"	the rolled-forward unaudited EPRA NTA of LondonMetric and/or LXi (as applicable) as at 31 December 2023 as more specifically shown in paragraphs 10 and 11 respectively of Appendix 2 to this Announcement;
"Savills"	Savills Advisory Services Limited (a private limited company incorporated in England and Wales with registered number 06215875) whose registered office is at 33 Margaret Street, London, W1G 0JD;
"Scheme"	the proposed scheme of arrangement under Part 26 of the Companies Act between LXi and Scheme Shareholders to implement the Merger, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by LXi and LondonMetric;
"Scheme Document"	the document to be sent to LXi Shareholders containing, amongst other things, the notices convening the Court Meeting and the LXi General Meeting and the particulars required by section 897 of the Companies Act;
"Scheme Record Time"	the time and date specified as such in the Scheme Document by reference to which the entitlements of Scheme Shareholders under the Scheme will be determined, expected to be 6.00 p.m. on the Business Day immediately after the date of the Court Hearing, or such later time as LXi and LondonMetric may agree;
"Scheme Shareholder"	a holder of Scheme Shares from time to time;
"Scheme Shares"	all LXi Shares:
	(i) in issue at the date of the Scheme Document;
	(ii) (if any) issued after the date of the Scheme Document and before the Scheme Voting Record Time; and
	(iii) (if any) issued at or after the Scheme Voting Record Time but on or before the Scheme Record Time either on terms that the original or any subsequent holders thereof are bound by the Scheme or in respect of which such holders are, or shall have agreed in writing to be, so bound by the Scheme,
	in each case which remain in issue at the Scheme Record Time and excluding any Excluded Shares;
"Scheme Voting Record Time"	the date and time specified as such in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined;
"SEC"	the United States Securities and Exchange Commission;
"Significant Interest"	a direct or indirect interest in 20 per cent. or more of the total voting equity share capital of an undertaking (or the equivalent);
"Takeover Code"	the City Code on Takeovers and Mergers, as issued from time to time by or on behalf of the Panel;
"Takeover Offer"	if (with the consent of the Panel, as applicable) LondonMetric elects to implement the Merger by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of LondonMetric to acquire the entire issued and to be issued ordinary share capital of LXi including, where the context admits, any subsequent revision, variation, extension or renewal of such offer;
"Third Party"	each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction;
"TUPE"	the Transfer of Undertakings (Protection of Employment) Regulations 2006;
"UK REIT"	a UK real estate investment trust under Part 12 of the Corporation Tax Act 2010;
"Undisturbed Closing Price"	the Closing Price of the relevant shares on 15 December 2023;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"United Nations"	the international organisation founded in 1945 with 193 member states;
"United States" or "US"	the United States of America, its territories and possessions, any State of the United States of America, and the District of Columbia;
"US Exchange Act"	the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
"US Securities Act"	the United States Securities Act of 1933, as amended and the rules and regulations promulgated thereunder;
"WAULT"	weighted average unexpired lease term;
"Wider LXi Group"	LXi, its subsidiary undertakings and associated undertakings (including any joint venture, partnership, firm or company) in which LXi and/or such undertakings (aggregating their interests) have a Significant Interest; and
"Wider LondonMetric Group"	LondonMetric, its subsidiary undertakings and associated undertakings (including any joint venture, partnership, firm or company) in which LondonMetric and/or such undertakings (aggregating their interests) have a Significant Interest.

In this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" and "equity share capital" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

A reference to "includes" shall mean "includes without limitation", and references to "including" and any other similar term shall be construed accordingly.

All references to a statutory provision or law or to any order or regulation shall be construed as a reference to that provision, law, order or regulation as extended, modified, replaced or re-enacted from time to time and all statutory instruments, regulations and orders from time to time made thereunder or deriving validity therefrom.

All the times referred to in this Announcement are London (UK) times unless otherwise stated.

References to the singular include the plural and vice versa.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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END

Companies

LondonMetric Property (LMP)
LXI Reit (LXI)

Wednesday, 1st May 2024

COMPANIES COVERED:

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