Recommended Offer for Picton Property Income
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION IN RELATION TO SCHRODER REAL ESTATE INVESTMENT TRUST LIMITED AND PICTON PROPERTY INCOME LIMITED. 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.
31 July 2026
RECOMMENDED ALL-SHARE OFFER FOR
PICTON PROPERTY INCOME LIMITED ("PICTON")
BY
LONDONMETRIC PROPERTY PLC ("LONDONMETRIC") AND SCHRODER REAL ESTATE INVESTMENT TRUST LIMITED ("SREIT")
to be effected by means of a Court-sanctioned scheme of arrangement
under Part VIII of the Companies Law of Guernsey
Summary
· The boards of LondonMetric, SREIT (together the "Consortium") and Picton are pleased to announce that they have reached agreement on the terms of a recommended all-share offer pursuant to which LondonMetric and SREIT will acquire the entire issued and to be issued ordinary share capital of Picton (the "Acquisition"). The Acquisition is to be effected by means of a scheme of arrangement under Part VIII of the Companies Law of Guernsey.
· Under the terms of the Acquisition, Picton Shareholders will be entitled to receive:
0.190 LondonMetric Shares and 0.894 SREIT Shares per Picton Share
· Based on the Closing Price of 198.0 pence per LondonMetric Share and 45.9 pence per SREIT Share on 30 July 2026 (the "Latest Practicable Date"), the Acquisition values each Picton Share at 78.7 pence and the entire issued and to be issued ordinary share capital of Picton at approximately £404 million, and the terms of the Acquisition represent:
o a premium of approximately 7.0 per cent. to the Closing Price per Picton Share of 73.5 pence on the Latest Practicable Date;
o a premium of approximately 9.9 per cent. to the three-month volume-weighted average price per Picton Share of 71.6 pence (being the volume-weighted average Closing Price for the three-month period ended on the Latest Practicable Date); and
o an implied EPRA NTA discount of approximately 8.2 per cent. based on the SREIT NAV and LondonMetric EPRA NTA as at 31 March 2026 and the Picton EPRA NTA as at 30 June 2026.
· Following completion of the Acquisition, Picton Shareholders are expected to hold approximately 4.0 per cent. of the enlarged issued share capital of LondonMetric and approximately 48.4 per cent. of the enlarged issued share capital of SREIT.
· LondonMetric currently owns approximately 11.1 per cent. of the voting rights of SREIT, which would reduce to approximately 5.7 per cent. on completion of the Acquisition. LondonMetric's shareholding in SREIT will be subject to the terms of the Lock-in Agreement.
· It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey (the "Scheme").
· The portfolio valuations and sub-portfolio valuations referred to in this Announcement constitute asset valuations in accordance with Rule 29.1 of the Takeover Code. Valuation reports prepared in accordance with Rule 29 of the Takeover Code in respect of each of Picton, LondonMetric and SREIT will be published no later than the date of publication of the Scheme Document.
Highlights of the Acquisition
Following the commencement of the Strategic Review and FSP on 13 January 2026, the Consortium has undertaken an extensive review of Picton's business and property portfolio. As a result of that process, LondonMetric and SREIT have identified segments of the Picton portfolio which are highly complementary to their existing respective property portfolios and which also reflect the existing debt structure of the Picton business. The Consortium believes that a joint offer structure demonstrates a creative and disciplined deployment of capital for each of LondonMetric and SREIT and is highly attractive for Picton Shareholders. The Acquisition will retain Picton's good quality assets in the UK-listed arena and will result in continued exposure to those assets for Picton Shareholders, while addressing the challenges facing Picton as an independent listed company, as set out in its announcement of the Strategic Review and FSP. The Consortium believes that its offer delivers earnings and dividend improvements and is underpinned with increased liquidity and strong and visible immediate income growth.
The Consortium believes that the Acquisition provides Picton Shareholders with material upside benefits immediately from completion, with:
· implied earnings accretion of 39.4 per cent. on a pro-forma basis using full year results for the year ended 31 March 2026 for Picton, LondonMetric and SREIT †;
· a very material, immediate increase in dividend income for Picton Shareholders of 47.4 per cent. based on LondonMetric's first quarter 2027 dividend target of 3.15 pence per LondonMetric Share, SREIT's first quarter 2027 dividend target of 0.90 pence per SREIT Share and Picton's fourth quarter 2026 declared dividend of 0.95 pence per Picton Share†;
· a 6.0 per cent. GAV discount based on Picton's portfolio valuation as at 30 June 2026 (representing an implied EPRA NIY of 4.7 per cent as at 31 March 2026); and
· an 8.2 per cent. EPRA NTA discount based on Picton's EPRA NTA as at 30 June 2026 and SREIT's NAV and LondonMetric's EPRA NTA as at 31 March 2026.
LondonMetric believes that, in respect of the New LondonMetric Shares received, Picton Shareholders will benefit from:
· the opportunity to remain invested in a highly liquid FTSE 100 leading UK NNN REIT, that has traded at a very narrow average discount to its NAV of 1 per cent. over the last five years;
· LondonMetric's strong track record in delivering consistent earnings growth of 7.2 per cent. per annum over five years from FY21 to FY26, underpinning fully covered dividend growth of 7.6 per cent. per annum over the same period;
· exposure to its strong debt and balance sheet with better and cheaper access to financing, underpinned by LondonMetric's investment grade credit rating from Fitch (BBB+);
· a highly efficient cost structure with sector-leading EPRA cost ratio benefitting from the NNN REIT model; and
· an internal management structure with strong alignment resulting from significant executive share ownership.
SREIT believes that, in respect of the New SREIT Shares received, Picton Shareholders will benefit from:
· the opportunity to remain invested in a market-leading, FTSE 250-sized REIT, benefitting from the extensive resources of Schroder Real Estate Investment Management Limited (the "SREIT Manager") with the potential to be an active sector consolidator with increased growth capacity;
· an active asset management model, which has delivered consistent earnings growth with a six-year CAGR of 5.3 per cent. between FY20 to FY26 underpinning strong dividend growth of 4.8 per cent. per annum over the same period;
· a substantially lower EPRA cost ratio on a pro-forma basis and to a level below each of SREIT and Picton's standalone EPRA cost ratios, and expected to be accompanied by further significant operating efficiencies through increased scale and an external management structure‡;
· exposure to a significantly larger portfolio of higher yielding assets valued at approximately £850 million, more granular income with a combined approximately 450 tenants, and embedded reversion to actively drive faster income growth and dividend progression; and
· a strong balance sheet with a low LTV, sector-leading low-cost and long-term debt, with additional flexibility through access to Picton's revolving credit facility.
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† The statements regarding earnings accretion and dividend increase are not intended as a profit forecast and should not be construed as such, and are not subject to the requirements of Rule 28 of the Takeover Code. The statements should not be interpreted to mean that the earnings per share in any future fiscal period will necessarily match or be greater than those for the relevant preceding financial period.
‡ The statement regarding synergies is not intended to be 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 operational synergies will necessarily result in a quantifiable benefit to the Enlarged SREIT Group.
Asset Allocation between LondonMetric and SREIT
The Acquisition allocates Picton's assets between LondonMetric and SREIT such that:
· the allocation reflects Picton's existing debt structure;
· LondonMetric will acquire 46 per cent. in value of the Picton property assets, which are held in corporate entities subject to Picton's Canada Life debt facility (the "Canada Life Properties");
o the Canada Life Properties were valued at £320 million as at 30 June 2026 and comprise 22 properties, split into the following subsectors: Industrial (81 per cent.), Office (12 per cent.) Retail Warehouse (3 per cent.), Retail and Other (4 per cent.) (the top 10 assets by market value as at 30 June 2026 which LondonMetric would acquire under the proposed terms are listed at paragraph 4 below);
o as at 31 March 2026, the average EPRA NIY of the assets being acquired by LondonMetric was 4.7 per cent. with an equivalent yield of 6.5 per cent.;
o net contracted rent of £16.3 million as at 30 June 2026;
· LondonMetric will also acquire the net cash assets of Picton, which are expected to be approximately £24 million in aggregate on completion; ¥
· SREIT will acquire 54 per cent. in value of the Picton property assets, which are held in corporate entities subject to Picton's Aviva and NatWest debt facilities, as well as any uncharged assets (the "Aviva, NatWest and Uncharged Properties"). At completion, the SREIT LTV ratio, net of cash, is expected to be approximately 32 per cent., in line with the long-term target range of 25 per cent. to 35 per cent.;
o the Aviva, NatWest and Uncharged Properties were valued, in aggregate, at £382 million as at 30 June 2026 and comprise 22 properties, split across subsectors in the following proportions: Industrial (54 per cent.), Office (29 per cent.), Retail Warehouse (12 per cent.), Retail and Other (5 per cent.) (the top 10 assets by market value as at 30 June 2026 which SREIT would acquire under the proposed terms are listed at paragraph 4 below);
o as at 31 March 2026, the average EPRA NIY of the assets being acquired by SREIT was 4.5 per cent. with a reversionary yield of 8.6 per cent.;
o net contracted rent of £20.3 million as at 30 June 2026; and
o the combination is highly complementary to SREIT's current portfolio weightings with SREIT's pro-forma split across subsectors expected to remain largely unchanged and in the following proportions: Industrial (53 per cent.), Office (25 per cent.), Retail Warehouse (13 per cent.), Retail and Other (9 per cent.).
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¥ Based on Picton and LondonMetric projections excluding transaction costs relating to the Acquisition and any true up adjustments under the Separation Term Sheet
SREIT Manager Arrangements
As part of the Acquisition, the board of directors of SREIT and the SREIT Manager have agreed to a 10-basis point reduction in the IMA fee rate across all tiers. Accordingly, shareholders of the Enlarged SREIT Group will benefit immediately from lower fees upon completion of the Acquisition, as well as further potential fee reductions thereafter, through the revised fee tiering as set out in the table below:
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NAV and market capitalisation up to £500 million: |
0.8% on 50% of NAV Plus 0.8% on 50% of the lower of NAV and market capitalisation |
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NAV and market capitalisation above £500 million up to £1 billion: |
0.7% on 50% of NAV Plus 0.7% on 50% of the lower of NAV and market capitalisation |
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NAV and market capitalisation above £1 billion: |
0.6% on 50% of NAV Plus 0.6% on 50% of the lower of NAV and market capitalisation |
The SREIT Manager has agreed to take a one-year IMA fee waiver spread over 24 months on the share of Picton NAV allocated to SREIT immediately following completion of the Acquisition.
In recognition of the extended fee waiver and the 10-basis point reduction in the SREIT Manager management fee rate across all tiers, SREIT has agreed to a three-year fixed contract from completion, moving to a one-year notice period thereafter.
These changes to the IMA fee structure are expected to contribute to ongoing cost reductions and synergies for Picton Shareholders and SREIT Shareholders‡.
In conjunction with the board of directors of SREIT, the SREIT Manager continues to progress succession planning for Nick Montgomery, given his wider responsibilities. Nick remains fully committed to the Acquisition and will continue to lead SREIT for as long as is necessary to ensure a smooth transition. Identifying a new, market-facing, fund manager to replace Nick, with the experience and track record of successfully managing comparable strategies is a strategic priority for both the board of directors of SREIT and the SREIT Manager. Following an orderly succession process, as Global Head of Real Estate, Nick will retain oversight of SREIT, including in his role as Chair of Schroders Capital's direct real estate investment committee. Nick remains well supported by Bradley Biggins as Co-Fund Manager, alongside a deep bench of investment, asset management, operations, and other specialist functions that will support the Enlarged SREIT Group.
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‡ The statement regarding synergies is not intended to be 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 operational synergies will necessarily result in a quantifiable benefit to the Enlarged SREIT Group.
LondonMetric Lock-in
As part of the Acquisition, LondonMetric has agreed to enter into a six-month lock-in commencing upon completion of the Acquisition, restricting the disposal of its current shareholding in SREIT, subject to certain limited customary exceptions (summarised below).
Recommendation
· The Picton Directors, who have been so advised by Stifel as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Picton Directors, Stifel has taken into account the commercial assessments of the Picton Directors. Stifel is providing independent financial advice to the Picton Directors for the purpose of Rule 3 of the Takeover Code.
· Accordingly, the Picton Directors intend to recommend unanimously that Picton Shareholders vote in favour of the Scheme at the Court Meeting and vote in favour of the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as the Picton Directors who hold Picton Shares, have irrevocably undertaken to do so in respect of their, and their connected persons', beneficial holdings totalling, in aggregate, 1,798,051 Picton Shares, representing approximately 0.35 per cent. of the issued share capital of Picton as at the Latest Practicable Date.
Irrevocable undertakings
· In addition to the irrevocable undertakings given by the Picton Directors as set out above, the Consortium has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting, and in favour of the Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from TR Property Investment Trust plc ("TR Property") in respect of, in aggregate, 59,967,178 Picton Shares representing approximately 11.67 per cent. of Picton's issued share capital as at the Latest Practicable Date.
· The Consortium has therefore received irrevocable undertakings from the Picton Directors and certain other Picton Shareholders in respect of, in aggregate, 61,765,229 Picton Shares representing approximately 12.02 per cent. of Picton's issued share capital as at the Latest Practicable Date.
· Further details of the irrevocable undertakings given to the Consortium (and the circumstances in which such arrangements will cease to be binding or otherwise fall away) are set out in Appendix 3 to this Announcement.
Dividends
· Concurrent with this Announcement, Picton has today declared a first quarter dividend for the quarter ending 30 June 2026 of 0.69 pence per Picton Share (the "Picton Permitted Dividend"). On the expected dividend payment timetable only Picton Shareholders will be entitled to this dividend.
· LondonMetric expects to shortly declare a first quarter dividend for the quarter ending 30 June 2026 of 3.15 pence per LondonMetric Share. On the expected dividend payment timetable only existing LondonMetric Shareholders will be entitled to this dividend.
· SREIT expects to shortly declare a first quarter dividend for the quarter ending 30 June 2026 of 0.897 pence per SREIT Share. On the expected dividend payment timetable only existing SREIT Shareholders will be entitled to this dividend.
· Based on the expected timetable for completion of the Acquisition, the first dividends that Picton Shareholders would be entitled to receive (in their capacity as new LondonMetric and SREIT shareholders) are: (i) the LondonMetric second quarter dividend expected to be declared in November 2026; and (ii) the SREIT second quarter dividend expected to be declared in November 2026.
Timetable and conditions
· It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey. However, subject to the Panel's consent and the terms of the Co-operation Agreement, the Consortium reserves the right to elect to implement the Acquisition by way of a Takeover Offer.
· The Acquisition will be put to Picton Shareholders at the Court Meeting and at the General Meeting. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders present and voting (and are entitled to vote) at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted by Scheme Shareholders at the Court Meeting. In addition, a special resolution to approve all actions necessary for carrying the Scheme into effect and the adoption of the Amended Picton Articles must be passed by Picton Shareholders representing at least 75 per cent. of the votes cast on that resolution at the General Meeting whether in person or by proxy. It is intended that the General Meeting will be held immediately after the Court Meeting. Following the Court Meeting, the Scheme must also be sanctioned by the Court.
· The Acquisition 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 Acquisition and notices of the Court Meeting and the General Meeting, together with the Forms of Proxy will be published as soon as practicable and, in any event, within 28 days of this Announcement, unless Picton and the Consortium otherwise agree, and the Panel consents and, if required, the Court approves, to a later date. It is expected that the Scheme will become Effective in around early September 2026, 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 Acquisition which will be set out in the Scheme Document. A timetable of expected principal events will be included in the Scheme Document.
Commenting on the Acquisition, Andrew Jones, Chief Executive of LondonMetric, said:
"The Acquisition builds upon our ambition to increase the scale of our business, leverage our efficient platform and opportunistically deploy capital to drive the quantum and quality of our earnings. It is another corporate transaction that adds high quality and reversionary assets and further consolidates our position as the UK's leading NNN lease REIT.
It provides a compelling solution to Picton's material and persistent share price discount, and enables their shareholders to roll into two quality listed platforms with better share liquidity, greater income granularity and material earnings and dividend accretion."
Commenting on the Acquisition, Alastair Hughes, Chair of SREIT, said:
"This is a transformational and strategically important transaction for the company, offering a material increase in the size of the portfolio whilst maintaining the focus on the higher growth multi-let industrial and retail warehouse sectors. Shareholders will benefit from immediate earnings accretion, aided by improved cost efficiencies and a further strengthening of the balance sheet, with sector leading low-cost, long-term debt. The combined portfolio additionally provides greater diversity of income and a blended embedded reversion of over 8%, further increasing the opportunity to actively drive faster growth and dividend progression."
Commenting on the Acquisition, Francis Salway, Chair of Picton, said:
"Following the announcement of our strategic review at the start of the year, I am pleased that this transaction delivers a very material uplift in both EPRA earnings and dividend income for our shareholders. Beyond these immediate financial benefits, it will provide enhanced liquidity and meaningful economies of scale."
This summary should be read in conjunction with, and is subject to, the full text of this Announcement and its Appendices. The Acquisition 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 received in relation to the Acquisition. Appendix 4 to this Announcement contains definitions of certain terms and expressions used in this summary and in this Announcement.
Enquiries:
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LondonMetric Property Plc |
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Schroder Real Estate Investment Trust Limited |
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LondonMetric |
+44 (0)20 7484 9000 |
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SREIT |
+44 (0)20 7658 6000 |
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Andrew Jones Martin McGann Gareth Price |
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Nick Montgomery Bradley Biggins Katherine Fyfe |
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Peel Hunt LLP |
+44 (0)20 7418 8900 |
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J.P. Morgan Cazenove |
+44 (0)20 3493 8000 |
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Joint Financial Adviser and Corporate Broker to LondonMetric |
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Sole Financial Adviser and Corporate Broker to SREIT |
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Capel Irwin Michael Nicholson Chloe Ponsonby Henry Nicholls |
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James A. Kelly William Simmonds Paul Pulze Ayoosh Choudhary |
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Jefferies International Limited |
+44 (0)20 7029 8000 |
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FTI Consulting |
+44 (0)20 3727 1000 |
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Joint Financial Adviser to LondonMetric |
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PR Adviser to SREIT |
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Ed Matthews Thomas Bective Jee Lee Shuo Jun Lin |
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Richard Gotla Oliver Parsons |
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Barclays Bank PLC |
+44 (0)20 7623 2323 |
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Joint Financial Adviser and Corporate Broker to LondonMetric |
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Bronson Albery Callum West Mark Gunalan Ronak Shah |
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FTI Consulting |
+44 (0)20 3727 1000 |
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PR Adviser to LondonMetric |
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Dido Laurimore |
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Andrew Davis |
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Picton Property Income Limited |
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Picton |
+44 (0)20 7628 4800 |
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Michael Morris Saira Johnston |
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Stifel Nicolaus Europe Limited |
+44 (0)20 7710 7600 |
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Sole Financial Adviser to Picton |
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Mark Young Jonathan Wilkes-Green Jason Grossman Catriona Neville |
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Panmure Liberum Limited |
+44 (0)20 3100 2000 |
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Joint Corporate Broker to Picton |
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David Watkins Jamie Richards |
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Tavistock |
+44 (0)20 7920 3150 |
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PR Adviser to Picton |
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James Verstringhe James Whitmore |
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CMS Cameron McKenna Nabarro Olswang LLP is retained as UK legal adviser to LondonMetric. Stephenson Harwood LLP is retained as UK legal adviser to SREIT. Norton Rose Fulbright LLP is retained as UK legal adviser to Picton.
This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) relating to SREIT and Picton. Upon publication of this Announcement, this inside information will be considered to be in the public domain.
The person responsible for arranging the release of this Announcement on behalf of SREIT is Katherine Fyfe, Company Secretary. The person responsible for arranging the release of this Announcement on behalf of Picton is Kathy Thompson, Company Secretary.
Important notices
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for LondonMetric and for no one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than LondonMetric for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with the matters referred to in this Announcement, or otherwise.
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for LondonMetric and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this Announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to LondonMetric and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters set out in or referred to in this Announcement.
In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in LondonMetric, SREIT and Picton securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser and corporate broker exclusively for SREIT and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than SREIT for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any matter or arrangement referred to herein.
Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Picton as financial adviser in connection with the matters set out in this Announcement and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to clients of Stifel, nor for advising any other person in connection with any matter referred to in this Announcement. None of Stifel or any of its affiliates (or its or their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel in connection with this Announcement, any statement contained herein or otherwise.
Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Picton and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Picton for providing the protections afforded to clients of Panmure Liberum nor for providing advice in relation to any matter referred to herein. Neither Panmure Liberum nor any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with the matters referred to in this Announcement, any statement contained herein or otherwise.
This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way 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 Acquisition, including details of how to vote in respect of the resolutions proposed in connection with the Acquisition. Any vote, approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Acquisition is made by way of a Takeover Offer).
The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the release of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.
This Announcement does not constitute an offer to purchase, or a solicitation of an offer to sell, any financial product to, or for the account or benefit of, any person in Australia.
This Announcement does not constitute a prospectus or prospectus equivalent document.
Picton Shareholders should not make any investment decision in relation to the Acquisition or the New LondonMetric Shares and New SREIT Shares except on the basis of the Scheme Document (or any other document by which the Acquisition is made by way of a Takeover Offer). Each of Picton, LondonMetric and SREIT urge Picton Shareholders to read the whole of the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.
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.
Overseas shareholders
This Announcement has been prepared for the purpose of complying with Guernsey law, English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the UK Listing Rules and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom or Guernsey. Nothing in this Announcement should be relied on for any other purpose.
The availability of the New LondonMetric Shares and New SREIT Shares (and the ability of persons to hold such shares) in, and the release, publication or distribution of this Announcement in or into, jurisdictions other than the United Kingdom or Guernsey may be restricted by the laws and/or regulations of those jurisdictions and therefore persons into whose possession this Announcement comes who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom or Guernsey should inform themselves about and observe any such applicable laws and/or regulations in their jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey to vote their Picton Shares with respect to the Scheme at the Court Meeting or the General Meeting, or to appoint another person as proxy to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by the Consortium or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made, and the New LondonMetric Shares and New SREIT Shares to be issued pursuant to the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange, of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from or within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Information related to United States laws
The Acquisition relates to the securities of a Guernsey company with a listing on the London Stock Exchange and is proposed to be effected by means of a scheme of arrangement provided for under, and governed by, the Companies Law of Guernsey. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with Guernsey law, English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a court-sanctioned scheme of arrangement governed by the laws of Guernsey is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company organised in Guernsey and listed on the London Stock Exchange, which differ from the procedural and disclosure requirements of the United States tender offer rules and proxy solicitation rules under the US Exchange Act. If, in the future, the Consortium exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Such Takeover Offer would be made in the United States by the Consortium and no one else.
The financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.
The New LondonMetric Shares and New SREIT Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act or under any laws or with any securities regulatory authority of any State or other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act. The New LondonMetric Shares and New SREIT Shares are expected to be issued by each of LondonMetric and SREIT in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.
For the purpose of qualifying for the exemption from the registration requirement of the US Securities Act afforded by Section 3(a)(10) thereunder, Picton will advise the Court that the Court's sanctioning of the Scheme will be relied on by each of LondonMetric and SREIT as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to Picton Shareholders at which all Picton Shareholders are entitled to appear in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification is given to all Picton Shareholders.
Picton Shareholders who are or will be affiliates (as defined in Rule 144 under the US Securities Act) of LondonMetric, SREIT or Picton prior to, or of LondonMetric or SREIT after, the Effective Date will be subject to certain US transfer restrictions relating to the New LondonMetric Shares and New SREIT Shares received pursuant to the Scheme as will be further described in the Scheme Document.
None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
US holders of Picton Shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. US holders of Picton Shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Acquisition applicable to them.
It may be difficult for US holders of Picton Shares to enforce their rights and claims arising out of US federal securities laws, since each of LondonMetric, SREIT and Picton are organised in countries other than the United States, and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, countries other than the United States. US holders of Picton Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
In accordance with normal practice in the UK and Guernsey and consistent with Rule 14e-5(b) of the US Exchange Act, each of LondonMetric and SREIT, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Picton, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service, and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Further details in relation to US investors will be contained in the Scheme Document.
Forward-looking statements
This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition and/or the Separation, and other information published by the Consortium, LondonMetric, SREIT or Picton contain statements about the Consortium and/or LondonMetric and/or SREIT and/or Picton and/or the Enlarged Groups (including, without limitation, about the Separation) that are or may be deemed to be forward-looking statements. All statements other than statements of historical facts included in this Announcement, may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes" "projects", "continue", "schedule" 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 SREIT's or Picton's or the Enlarged Groups' operations and potential synergies resulting from the Acquisition; (iii) the effects of government regulation on LondonMetric's or SREIT's or Picton's or the Enlarged Groups' business and (iv) the execution and effects of the Separation to be implemented following completion of the Acquisition.
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 known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely. These factors include, but are not limited to, the satisfaction of or failure to satisfy all or any of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives (including in respect of the Separation), the impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates and the outcome of any litigation.
Neither LondonMetric or SREIT or Picton, nor any of their respective associates or directors, officers, employees or advisers, provide 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 the Consortium or LondonMetric or SREIT or Picton 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. Each of LondonMetric, SREIT and Picton 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 or estimates or quantified financial benefit statements
No statement in this Announcement is intended as a profit forecast or estimate or quantified financial benefit statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share or dividend per share for LondonMetric, SREIT, Picton or the Enlarged Groups, 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, SREIT, Picton or the Enlarged Groups, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day (as defined in the Takeover Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day (as defined in the Takeover Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day (as defined in the Takeover Code) following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Right to switch to a Takeover Offer
The Consortium reserves the right to elect, with the consent of the Panel, and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Picton as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if the Consortium 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 amendment referred to in Part B of Appendix 1 to this Announcement.
Publication of this Announcement on websites and availability of hard copies
A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) at www.LondonMetric.com/investors, https://www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/schroder-real-estate-investment-trust/ and https://www.picton.co.uk/investors/ by no later than 12 noon (London time) on the Business Day following the date of this Announcement.
In accordance with Rule 30.3 of the Takeover Code, Picton Shareholders, participants in Picton Share Plans and persons with information rights may request a hard copy of this Announcement by: (i) contacting Computershare Investor Services (Guernsey) Limited during business hours on +44 (0) 370 707 4040 (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales)); or (ii) by submitting a request via email on info@computershare.co.je. Please note that Computershare Investor Services (Guernsey) Limited 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 Acquisition 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.
Information relating to Picton Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Picton Shareholders, participants in Picton Share Plans, persons with information rights and other relevant persons for the receipt of communications from Picton may be provided to the Consortium during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures that precede them.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, LondonMetric confirms that, as at the Latest Practicable Date, it had 2,350,984,105 ordinary shares of 10 pence each in issue and admitted to trading on the London Stock Exchange and no shares held in treasury. The ISIN of the LondonMetric Shares is GB00B4WFW713. LondonMetric's LEI number is: 213800OCERWWPQDURL87.
For the purposes of Rule 2.9 of the Takeover Code, SREIT confirms that, as at the Latest Practicable Date, it had 489,110,576 ordinary shares of no par value in issue and admitted to trading on the London Stock Exchange and 76,554,173 shares held in treasury. The ISIN of the SREIT Shares is GB00B01HM147. SREIT's LEI number is: 549300ZIJJTMTIIQJP67.
For the purposes of Rule 2.9 of the Takeover Code, Picton confirms that, as at the Latest Practicable Date, it had 513,827,021 ordinary shares of no par value in issue and admitted to trading on the London Stock Exchange and no shares held in treasury. The ISIN of the Picton Shares is GB00B0LCW208. Picton's LEI number is: 213800RYE59K9CKR4497.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION IN RELATION TO SCHRODER REAL ESTATE INVESTMENT TRUST LIMITED AND PICTON PROPERTY INCOME LIMITED. 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
31 July 2026
RECOMMENDED ALL-SHARE OFFER FOR
PICTON PROPERTY INCOME LIMITED ("PICTON")
BY
LONDONMETRIC PROPERTY PLC ("LONDONMETRIC") AND SCHRODER REAL ESTATE INVESTMENT TRUST LIMITED ("SREIT")
to be effected by means of a Court-sanctioned scheme of arrangement
under Part VIII of the Companies Law of Guernsey
1. Summary
The boards of LondonMetric, SREIT (together the "Consortium") and Picton are pleased to announce that they have reached agreement on the terms of a recommended all-share offer pursuant to which LondonMetric and SREIT will acquire the entire issued and to be issued ordinary share capital of Picton (the "Acquisition"). The Acquisition is to be effected by means of a scheme of arrangement under Part VIII of the Companies Law of Guernsey.
2. The Acquisition
Under the terms of the Acquisition, Picton Shareholders will be entitled to receive:
0.190 LondonMetric Shares and 0.894 SREIT Shares per Picton Share
Based on the Closing Price of 198.0 pence per LondonMetric Share and 45.9 pence per SREIT Share on 30 July 2026 (the "Latest Practicable Date"), the Acquisition values each Picton Share at 78.7 pence and the entire issued and to be issued ordinary share capital of Picton at approximately £404 million, and the terms of the Acquisition represent:
· a premium of approximately 7.0 per cent. to the Closing Price per Picton Share of 73.5 pence on the Latest Practicable Date;
· a premium of approximately 9.9 per cent. to the three-month volume-weighted average price per Picton Share of 71.6 pence (being the volume-weighted average Closing Price for the three-month period ended on the Latest Practicable Date); and
· an implied EPRA NTA discount of approximately 8.2 per cent. based on the SREIT NAV and the LondonMetric EPRA NTA as at 31 March 2026 and the Picton EPRA NTA as at 30 June 2026.
Following completion of the Acquisition, Picton Shareholders are expected to hold approximately 4.0 per cent. of the enlarged issued share capital of LondonMetric and approximately 48.4 per cent. of the enlarged issued share capital of SREIT. LondonMetric currently owns approximately 11.1 per cent. of the voting rights of SREIT, which would reduce to approximately 5.7 per cent. on completion of the Acquisition. LondonMetric's shareholding in SREIT will be subject to the terms of the Lock-in Agreement.
It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey (the "Scheme").
The portfolio valuations and sub-portfolio valuations referred to in this Announcement constitute asset valuations in accordance with Rule 29.1 of the Takeover Code. Valuation reports prepared in accordance with Rule 29 of the Takeover Code in respect of each of Picton, LondonMetric and SREIT will be published no later than the date of publication of the Scheme Document.
3. Background to, and reasons for, the Acquisition
LondonMetric's objective is to own and manage desirable triple net real estate that meets occupiers' demands, delivers reliable, repetitive and growing income-led returns and outperforms over the long term. Since 2019, LondonMetric has pursued a strategy of acquisitive growth and has been an active consolidator in the UK listed real estate market, having completed the acquisitions of A&J Mucklow plc in 2019, CT Property Trust Limited in 2023, LXi REIT plc in 2024, Highcroft Investments PLC in 2025 and Urban Logistics REIT PLC in 2025. LondonMetric is continuously assessing similar potential opportunities and has a management team with deep experience in both executing such transactions and integrating acquired businesses and portfolios.
SREIT's objective is to establish a leading diversified UK-listed REIT of scale, creating an attractive market proposition for UK real estate investors by driving sustainable earnings and dividend growth, thereby delivering compounding income-led total shareholder returns through the cycle. SREIT maintains a high bar to participate in M&A within the listed real estate sector, with the board of directors of SREIT and SREIT Manager's core focus being on what is best for its shareholders. SREIT frequently evaluates potential strategic opportunities with the ultimate decision-making process predicated on: (i) delivering earnings and dividend accretion to shareholders; (ii) maintaining alignment with SREIT's existing sector preferences; (iii) ensuring applicability to SREIT's integrated sustainability approach; (iv) enabling continued portfolio investment outperformance to the MSCI All Property Benchmark; and (v) reinforcing SREIT's balance sheet resilience.
Following the commencement of the Strategic Review and FSP on 13 January 2026, the Consortium has undertaken an extensive review of Picton's business and the property portfolio. As a result of that process, LondonMetric and SREIT have identified segments of the Picton portfolio which are highly complementary to their respective property portfolios, the split of which is based on the existing debt structure of the Picton business. The Consortium believes that a joint offer structure demonstrates a creative and disciplined deployment of capital for each of LondonMetric and SREIT and will be highly attractive for Picton Shareholders. The Acquisition will retain Picton's good quality assets in the UK-listed arena and result in continued exposure to those assets for Picton Shareholders, while addressing the challenges facing Picton as an independent listed company, as set out in its announcement of the Strategic Review and FSP. The Consortium's proposal, which it believes is highly attractive for Picton Shareholders, delivers earnings and dividend improvements and is underpinned with increased liquidity and strong and visible immediate income growth.
The Consortium believes that the Acquisition provides Picton Shareholders with material upside benefits immediately from completion, with:
· implied earnings accretion of 39.4 per cent. on a pro-forma basis using full year results for the year ended 31 March 2026 for Picton, LondonMetric and SREIT†;
· a very material, immediate increase in dividend income for Picton Shareholders of 47.4 per cent. based on LondonMetric's first quarter 2027 dividend target of 3.15 pence per LondonMetric Share, SREIT's first quarter 2027 dividend target of 0.90 pence per SREIT Share and Picton's fourth quarter 2026 declared dividend of 0.95 pence per Picton Share†;
· a 6.0 per cent. GAV discount based on Picton's portfolio valuation as at 30 June 2026 (representing an implied EPRA NIY of 4.7 per cent as at 31 March 2026); and
· an 8.2 per cent. EPRA NTA discount based on Picton's EPRA NTA as at 30 June 2026 and SREIT's NAV and LondonMetric's EPRA NTA as at 31 March 2026.
LondonMetric believes that, in respect of the New LondonMetric Shares received, Picton Shareholders will benefit from:
· the opportunity to remain invested in a highly liquid FTSE 100 leading UK NNN REIT, that has traded at a very narrow average discount to its NAV of 1 per cent. over the last five years;
· LondonMetric's strong track record in delivering consistent earnings growth of 7.2 per cent. per annum over five years from FY21 to FY26, underpinning fully covered dividend growth of 7.6 per cent. per annum over the same period;
· exposure to its strong debt and balance sheet with better and cheaper access to financing, underpinned by LondonMetric's investment grade credit rating from Fitch (BBB+);
· a highly efficient cost structure with sector-leading EPRA cost ratio benefitting from the NNN REIT model; and
· an internal management structure with strong alignment resulting from significant executive share ownership.
SREIT believes that, in respect of the New SREIT Shares received, Picton Shareholders will benefit from:
· the opportunity to remain invested in a market-leading, FTSE 250-sized REIT, benefitting from the extensive resources of Schroder Real Estate Investment Management Limited (the "SREIT Manager"), including an approximate 100-strong team of UK real estate investment, asset management and sustainability professionals, and access to distribution and marketing platforms, with the potential to be an active sector consolidator with increased growth capacity;
· the disciplined deployment of capital that consolidates SREIT and Picton assets to create a larger, more diversified and efficient REIT proposition;
· an active asset management model, which has delivered consistent earnings growth with a six-year CAGR of 5.3 per cent. between FY20 to FY26 underpinning strong dividend growth of 4.8 per cent. per annum over the same period;
· a substantially lower EPRA cost ratio on a pro-forma basis and to a level below each of SREIT and Picton's standalone EPRA cost ratios, driven by a newly negotiated and reduced management fee tiering with 50 per cent. linked to the lower of NAV and market capitalisation and a one-year IMA fee waiver on the share of Picton NAV to be allocated to SREIT. This is expected to be accompanied by further significant operating efficiencies through increased scale and an external management structure‡;
· exposure to a significantly larger portfolio of higher yielding assets valued at approximately £850 million, more granular income with a combined approximately 450 tenants, and embedded reversion to actively drive faster income growth and dividend progression; and
· a strong balance sheet with a low LTV, sector-leading low-cost and long-term debt, with additional flexibility through access to Picton's revolving credit facility.
________________________
† The statements regarding earnings accretion and dividend increase are not intended as a profit forecast and should not be construed as such, and are not subject to the requirements of Rule 28 of the Takeover Code. The statements should not be interpreted to mean that the earnings per share in any future fiscal period will necessarily match or be greater than those for the relevant preceding financial period.
‡ The statement regarding synergies is not intended to be 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 operational synergies will necessarily result in a quantifiable benefit to the Enlarged SREIT Group.
4. Asset Allocation between LondonMetric and SREIT
The Acquisition allocates Picton's assets between LondonMetric and SREIT such that:
· the allocation reflects Picton's existing debt structure;
· LondonMetric will acquire 46 per cent. in value of the Picton property assets, which are held, directly or indirectly, in corporate, unit trust or partnership entities subject to Picton's Canada Life debt facility (the "Canada Life Properties");
o the Canada Life Properties were valued at £320 million as at 30 June 2026 and comprise 22 properties, split into the following subsectors: Industrial (81 per cent.), Office (12 per cent.), Retail Warehouse (3 per cent.), Retail and Other (4 per cent.). The top 10 assets by market value as at 30 June 2026 which LondonMetric would acquire under the proposed terms are listed below:
|
Address |
Subsector |
|
Parkbury Industrial Estate, Handley Page Way, Radlett |
Industrial |
|
Datapoint, Cody Road, London |
Industrial |
|
Sundon Business Park, Dencora Way, Luton |
Industrial |
|
The Business Centre, Molly Millars Lane, Wokingham |
Industrial |
|
Vigo 250, Birtley Road, Washington, Tyne and Wear |
Industrial |
|
Nonsuch Industrial Estate, 1-25 Kiln Lane, Epsom, Surrey |
Industrial |
|
401 Grafton Gate East, Milton Keynes |
Office |
|
Metro, Salford Quays, Manchester |
Office |
|
Units 1 & 2, Kettlestring Lane, York |
Industrial |
|
Swiftbox, Haynes Way, Rugby |
Industrial |
o as at 31 March 2026, the average EPRA NIY of the assets being acquired by LondonMetric was 4.7 per cent. with an equivalent yield of 6.5 per cent.;
o LondonMetric will also acquire the net cash assets of Picton, which are expected to be approximately £24 million in aggregate on completion¥;
· SREIT will acquire 54 per cent. in value of the Picton property assets, which are held, directly or indirectly, in corporate or partnership entities subject to Picton's Aviva and NatWest debt facilities, as well as any uncharged assets (the "Aviva, NatWest and Uncharged Properties"). At completion, the SREIT LTV ratio, net of cash, is expected to be approximately 32 per cent., in line with the long-term target range of 25 per cent. to 35 per cent.;
· the Aviva, NatWest and Uncharged Properties were valued, in aggregate, at £382 million as at 30 June 2026 and comprise 22 properties, split across subsectors in the following proportions: Industrial (54 per cent.), Office (29 per cent.), Retail Warehouse (12 per cent.), Retail and Other (5 per cent.). The top 10 assets by market value as at 30 June 2026 which SREIT would acquire under the proposed terms are listed below:
|
Address |
Subsector |
|
River Way Industrial Estate, River Way, Harlow |
Industrial |
|
Express Business Park, Shipton Way, Rushden |
Industrial |
|
Madleaze Trading Estate and Mill Place, Gloucester |
Industrial |
|
Lyon Business Park, River Road, Barking |
Industrial |
|
Tower Wharf, Cheese Lane, Bristol |
Offices |
|
50 Farringdon Road, London EC1 |
Offices |
|
Trent Road, Grantham |
Industrial |
|
Colchester Business Park, The Crescent, Colchester |
Offices |
|
Queens Road, Sheffield |
Retail Warehouse |
|
Parc Tawe, North Retail Park, Link Road, Swansea |
Retail Warehouse |
· as at 31 March 2026, the average EPRA NIY of the assets being acquired by SREIT was 4.5 per cent. with a reversionary yield of 8.6 per cent.; and
· the combination is highly complementary to SREIT's current portfolio weightings with SREIT's pro-forma split across subsectors expected to remain largely unchanged and in the following proportions: Industrial (53 per cent.), Office (25 per cent.), Retail Warehouse (13 per cent.), Retail and Other (9 per cent.).
________________________
¥ Based on Picton and LondonMetric projections and excluding transactions costs relating to the Acquisition and any true up adjustments under the Separation Term Sheet
5. SREIT Manager Arrangements
As part of the Acquisition, the board of directors of SREIT and the SREIT Manager have agreed to a 10-basis point reduction in the IMA fee rate across all tiers. Accordingly, shareholders of the Enlarged SREIT Group will benefit immediately from lower fees upon completion of the Acquisition, as well as further potential fee reductions thereafter, through the revised fee tiering as set out in the table below:
|
NAV and market capitalisation up to £500 million: |
0.8% on 50% of NAV Plus 0.8% on 50% of the lower of NAV and market capitalisation |
|
NAV and market capitalisation above £500 million up to £1 billion: |
0.7% on 50% of NAV Plus 0.7% on 50% of the lower of NAV and market capitalisation |
|
NAV and market capitalisation above £1 billion: |
0.6% on 50% of NAV Plus 0.6% on 50% of the lower of NAV and market capitalisation |
The SREIT Manager has agreed to take a one-year IMA fee waiver spread over 24 months on the share of Picton NAV allocated to SREIT immediately following completion of the Acquisition.
In recognition of the extended fee waiver and the 10-basis point reduction in the SREIT Manager management fee rate across all tiers, SREIT has agreed to a three-year fixed contract from completion, moving to a one-year notice period thereafter.
These changes to the IMA fee structure are expected to contribute to ongoing cost reductions and synergies for Picton Shareholders and SREIT Shareholders‡.
In conjunction with the board of directors of SREIT, the SREIT Manager continues to progress succession planning for Nick Montgomery, given his wider responsibilities. Nick remains fully committed to the Acquisition and will continue to lead SREIT for as long as is necessary to ensure a smooth transition. Identifying a new, market-facing, fund manager to replace Nick, with the experience and track record of successfully managing comparable strategies is a strategic priority for both the board of directors of SREIT and the SREIT Manager. Following an orderly succession process, as Global Head of Real Estate, Nick will retain oversight of SREIT, including in his role as Chair of Schroders Capital's direct real estate Investment Committee. Nick remains well supported by Bradley Biggins as Co-Fund Manager, alongside a deep bench of investment, asset management, operations, and other specialist functions that will support the Enlarged SREIT Group.
________________________
‡ The statement regarding synergies is not intended to be a quantified financial benefit statement and should not be construed as such and is not subject to the requirement of Rule 28 of the Takeover Code. The statement should not be interpreted to mean that operational synergies will necessarily result in a quantifiable benefit to the Enlarged SREIT Group.
6. Background to and reasons for the Picton Directors' recommendation
On 13 January 2026, Picton launched a Strategic Review and FSP to consider options to maximise value for Picton Shareholders. At this point, despite having consistently delivered upper quartile property returns since launch in 2005 and a twelve-month share price performance of over 29.8 per cent., Picton Shares had traded at a persistent and significant discount to Net Asset Value. This has impaired Picton's ability to execute merger opportunities and raise further equity capital, which would have supported growth, thereby delivering a larger and more liquid vehicle for Picton Shareholders. In addition, the Picton Directors believed that a consistent, material discount to Net Asset Value did not fully reflect the underlying quality and performance of the business.
Picton remains in a strong financial and operational position with a portfolio strategically positioned to capture income and capital growth, weighted towards the industrial sector. Reflecting this, the Picton Directors received proposals regarding the Strategic Review and FSP from a range of interested parties. It was announced on 24 March 2026 that the Consortium was one of the interested parties.
Following a period of negotiation and exchange of information, the Consortium and Picton announced a proposed offer on 12 May 2026 (the "Original Possible Offer Announcement") which was supported by TR Property, Picton's largest shareholder. In this announcement, the Picton Directors stated that they would be minded to recommend this proposal to Picton Shareholders should a firm offer be made on these terms, which comprised 0.190 new LondonMetric Shares and 0.881 new SREIT Shares per Picton Share (the "Original Proposal").
On 10 July 2026, following the publication of SREIT's results for the year to 31 March 2026, Picton and the Consortium announced a revision to the Original Proposal. Under the terms of this revised proposal, the exchange ratio offered by SREIT increased from 0.881 new SREIT shares per Picton Share to 0.894 new SREIT shares per Picton Share, to offset SREIT's change in NAV per share from 61.7 pence as at 31 December 2025 to 60.9 pence as at 31 March 2026. The LondonMetric exchange ratio of 0.190 new LondonMetric Shares per Picton Share was unchanged (the "Revised Proposal"). In the announcement of the Revised Proposal, the Picton board reaffirmed its support for the Acquisition and stated that it was minded to unanimously recommend the Revised Proposal to Picton Shareholders.
Rationale for the recommendation
Following the Original Possible Offer Announcement, the Picton Directors undertook an extensive consultation exercise to seek feedback from Picton Shareholders. The Picton Directors have carefully considered this shareholder feedback, which was generally supportive, and note the irrevocable undertaking received from TR Property, along with the following benefits of the Acquisition and the Revised Proposal for Picton Shareholders:
· enhanced implied earnings accretion of 39.4 per cent. on a pro-forma basis, using full year results for the year ended 31 March 2026 for Picton, SREIT and LondonMetric;
· a very material, immediate increase in dividend income for Picton Shareholders amounting to 47.4 per cent., based on the LondonMetric Q1 2027 dividend target of 3.15 pence per LondonMetric Share, SREIT's Q1 2027 dividend target of 0.90 pence per SREIT Share and Picton's fourth quarter 2026 declared dividend of 0.95 pence per Picton Share; and
· an implied market value of 78.7 pence per Picton Share based on the closing share prices of SREIT and LondonMetric on 30 July 2026, being the latest practicable date prior to this announcement. The implied market value represents a premium of 7.0 per cent. to the Closing Price per Picton Share on 30 July 2026, being the Latest Practicable Date.
In addition, the Picton Directors have considered a number of other benefits to Picton Shareholders, highlighted by the Consortium in this announcement, including:
· re-investment and future upside in two enlarged, high quality UK-listed REITs with:
o strong track records of income growth:
§ the LondonMetric team has delivered consistent earnings growth of 7.2 per cent. per annum over five years from FY21 to FY26, underpinning fully covered dividend growth of 7.6 per cent. per annum over the same period;
§ the SREIT team has delivered consistent earnings growth with a six-year CAGR of 5.3 per cent. between FY20 to FY26 underpinning strong dividend growth of 4.8 per cent. per annum over the same period;
o the benefit of lower EPRA cost ratios:
§ LondonMetric enjoys a sector-leading EPRA cost ratio;
§ SREIT's EPRA cost ratio is expected to be lower on a pro-forma basis and to a level below each of SREIT and Picton's standalone EPRA cost ratios, driven by lower newly negotiated management fee tiering, anticipated operating efficiencies, and a one-year IMA fee waiver on the share of Picton NAV to be taken by SREIT;
o in relation to both the Enlarged SREIT Group and LondonMetric, attractive debt profiles with access to cheaper cost of financing; and
o continued exposure to Picton's assets and debt structures.
The Picton Directors have also reflected on the pricing of the Acquisition being at a discount of 8.2 per cent. to Picton's EPRA NTA as at 30 June 2026. They consider however that the expected growth in earnings and dividends for Picton Shareholders together with the anticipated uplift in liquidity and the premium to market value per Picton Share under the terms of the Acquisition outweigh the impact of the discount to EPRA NTA as at 30 June 2026.
In addition to the above, the Picton Directors have reflected on the extensive nature of the Strategic Review and FSP and have considered a number of strategic alternatives to the Acquisition, including a managed wind down of the Picton portfolio or the status quo of continuing to operate the business as a standalone entity. In its consideration of these strategic alternatives, the Picton Directors also took into account feedback received from a number of Picton Shareholders that neither a protracted and uncertain wind down process, nor the status quo of continuing to operate the business as a standalone entity would be preferred options.
The Picton Directors have therefore concluded that, on balance, the Acquisition represents the most attractive and deliverable proposal for Picton Shareholders particularly when set against the uncertainty, market risk, illiquidity and frictional costs associated with the other strategic alternatives referred to above.
Taking all the above factors fully into consideration, the Picton Directors therefore intend to recommend unanimously that Picton Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting.
7. Recommendation
The Picton Directors, who have been so advised by Stifel as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Picton Directors, Stifel has taken into account the commercial assessments of the Picton Directors. Stifel is providing independent financial advice to the Picton Directors for the purpose of Rule 3 of the Takeover Code.
Accordingly, the Picton Directors intend to recommend unanimously that Picton Shareholders vote in favour of the Scheme at the Court Meeting and vote in favour of the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as the Picton Directors who hold Picton Shares, have irrevocably undertaken to do so in respect of their, and their connected persons', beneficial holdings totalling, in aggregate, 1,798,051 Picton Shares, representing approximately 0.35 per cent. of the issued share capital of Picton as at the Latest Practicable Date.
8. Irrevocable undertakings
In addition to the irrevocable undertakings given by the Picton Directors as set out above, the Consortium has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting, and in favour of the Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) from TR Property Investment Trust plc ("TR Property") in respect of 59,967,178 Picton Shares representing approximately 11.67 per cent. of Picton's issued share capital as at the Latest Practicable Date.
The Consortium has therefore received irrevocable undertakings from the Picton Directors and certain other Picton Shareholders in respect of, in aggregate, 61,765,229 Picton Shares representing approximately 12.02 per cent. of Picton's issued share capital as at the Latest Practicable Date.
Further details of the irrevocable undertakings given to the Consortium (and the circumstances in which such arrangements will cease to be binding or otherwise fall away) are set out in Appendix 3 to this Announcement.
9. 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 delivered consistent cumulative total property return outperformance over the MSCI All Property benchmark over one, three and five years of 1.7 per cent., 10.5 per cent. and 21.1 per cent. respectively.
LondonMetric Shares have traded at a very narrow average discount to NAV of 1 per cent. over the last five years and LondonMetric has a strong track record of dividend growth, with fully covered dividend growth of 7.6 per cent. per annum over the last five years.
As at the Latest Practicable Date, LondonMetric had a market capitalisation of £4,655 million and, as at 31 March 2026, had net assets of £4.73 billion and an EPRA NTA per LondonMetric Share of 200.6 pence. LondonMetric's property valuations, supported by valuation reports pursuant to the requirements of Rule 29 of the Takeover Code, will be set out in the Scheme Document.
LondonMetric is a FTSE 100 constituent and holds the following credit ratings and outlook from Fitch: (i) Long-Term Issuer Default Rating: BBB+ (stable outlook); and (ii) senior unsecured rating: A-. As at the date of this Announcement, there had been no changes to these credit ratings since commencement of the Offer Period.
10. Information on SREIT
SREIT is a leading UK-listed Real Estate Investment Trust with a strategic focus on structurally supported sectors such as multi-let industrial estates and retail warehousing, areas expected to deliver robust performance and rental growth. SREIT remains committed towards its long-term growth perspective with a focus on improving the sustainability performance of buildings to generate higher income and capital growth.
SREIT has delivered total property return in line with the MSCI All Property benchmark over one year, and cumulative outperformance over three and five years of 7.8 per cent. and 19.0 per cent. respectively. In 2023 and 2024, SREIT achieved the MSCI's highest 10-year risk adjusted relative return for the UK and Europe.
As at the Latest Practicable Date, SREIT had a market capitalisation of £225 million and, as at 31 March 2026, had net assets of £298 million and a net asset value per SREIT Share of 60.9 pence. SREIT's property valuations, supported by valuation reports pursuant to the requirements of Rule 29 of the Takeover Code, will be set out in the Scheme Document.
11. Information on Picton
Since its launch in 2005, Picton has provided investors with exposure to the UK property market through a diversified investment approach, investing in the core commercial property sectors. Its unconstrained mandate has permitted the use of management's expertise in identifying opportunities, to proactively adapt Picton's portfolio to the evolving conditions over time rather than being restricted by sector or geography.
Through asset allocation and proactive income focused asset management, rather than a reliance on higher risk development activity, Picton has delivered consistent property level outperformance whilst successfully navigating numerous macroeconomic events, internalising its management in 2012, and becoming a UK REIT in 2018.
As at the Latest Practicable Date, Picton had a market capitalisation of £378 million and, as at 30 June 2026, had net assets of £518.4 million and an EPRA NTA per Picton Share of 101.5 pence. Picton's property valuations, supported by valuation reports pursuant to the requirements of Rule 29 of the Takeover Code, will be set out in the Scheme Document.
12. Dividends
Picton Permitted Dividend
Concurrent with this Announcement, Picton has today declared a first quarter dividend for the quarter ending 30 June 2026 of 0.69 pence per Picton Share ("Picton Permitted Dividend"). On the expected transaction timetable only Picton Shareholders will be entitled to this dividend.
LondonMetric and SREIT first quarter dividends
LondonMetric expects to shortly declare a first quarter dividend for the quarter ending 30 June 2026 of 3.15 pence per LondonMetric Share. On the expected transaction timetable only LondonMetric Shareholders will be entitled to this dividend.
SREIT expects to shortly declare a first quarter dividend for the quarter ending 30 June 2026 of 0.897 pence per SREIT Share. On the expected transaction timetable only SREIT Shareholders will be entitled to this dividend.
Based on the expected timetable for completion of the Acquisition, the first dividends that Picton Shareholders would be entitled to receive (in their capacity as new LondonMetric and SREIT shareholders) are: (i) the LondonMetric second quarter dividend expected to be declared in November 2026; and (ii) the SREIT second quarter dividend expected to be declared in November 2026.
Further LondonMetric, SREIT and Picton dividends during Offer Period
Other than the Picton Permitted Dividend, the LondonMetric first quarter dividend and the SREIT first quarter dividend referred to above, no further dividend, distribution or other return of value shall be declared, made or paid by any of Picton, LondonMetric or SREIT unless there is a delay to the Effective Date as set out in the Scheme Document and such delay extends to a period where such party would typically declare, make or pay a dividend by reference to historical practice as to timing.
If Picton declares, makes or pays any dividend other than the Picton Permitted Dividend, the Consortium reserves the right to reduce the Exchange Ratio by all or part of any such dividend (expressed in LondonMetric Shares, based on the Closing Price per LondonMetric Share prior to the relevant Picton ex-dividend date), and Picton Shareholders will be entitled to receive and retain such dividend. 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, the consideration payable for each Picton Share shall not be subject to change in accordance with this paragraph. The Consortium confirms that the Exchange Ratio will not be reduced as a result of the Picton Permitted Dividend.
LondonMetric Shareholders and SREIT Shareholders will be permitted to receive and retain any such ordinary course dividends in line with recent historical practice of LondonMetric or SREIT (as applicable) as to timing and amount.
13. Intentions for Picton
Strategic plans for Picton and Separation
As set out in the section headed "Asset Allocation between LondonMetric and SREIT", the Acquisition allocates Picton's assets between LondonMetric and SREIT based on Picton's existing debt structure.
On or shortly after completion of the Acquisition, the assets allocated to LondonMetric will be carved out of the Picton Group and transferred to a wholly-owned subsidiary of LondonMetric. LondonMetric will, in return, transfer its shares in Picton to SREIT, with the result that Picton (including its business, the remaining assets and its employees) will become a wholly-owned subsidiary of SREIT. Picton and SREIT's property portfolios are complementary with SREIT's pro-forma split across subsectors expected to remain largely unchanged.
Following completion of the Acquisition and the Separation, LondonMetric and SREIT will each independently review their respective allocation of Picton's portfolio to assess further opportunities to recycle capital and enhance value alongside their wider property portfolios in the ordinary course.
Board composition and governance arrangements
As referred to in the sub-section headed "Trading facilities" below, the Consortium intends to de-list Picton from the London Stock Exchange following completion of the Acquisition. Consequently, while the Consortium recognises the skills and experience of the Picton Directors, it is intended that each of the Picton Directors will step down from the board of Picton and any of its subsidiaries (as applicable) upon completion of the Acquisition.
The composition of the boards of LondonMetric and SREIT, noting SREIT's ongoing succession planning announced alongside its recent full year results, is not expected to change following completion of the Acquisition.
A key change to governance arrangements for Picton in relation to SREIT is the shift from an internally managed to an externally managed real estate investment company with a listing on the Main Market of the London Stock Exchange. SREIT is governed by Chapter 11 (Closed-ended investment funds) of the UK Listing Rules. As an externally managed REIT, SREIT has no employees, and appoints SREIT Manager as its Alternative Investment Fund Manager.
Arrangements with Picton's Chief Executive Officer and CFO
Michael Morris and Saira Johnston have agreed to step down from their current roles as CEO and CFO of Picton upon completion of the Acquisition and have both entered into settlement agreements which will take effect from completion of the Acquisition. The settlement agreements have been agreed between themselves, Picton and the Consortium.
Other employees, management and pensions
The Consortium has had initial engagement with Picton's employees for the purposes of assisting in its assessment of employee retention opportunities and developing integration plans. The Consortium intends to safeguard all existing statutory and contractual employment rights of Picton employees (including, as appropriate, the Transfer of Undertakings (Protection of Employment) Regulations 2006)) and does not intend to make any material changes to Picton employees' conditions of employment, including pension contributions.
The Consortium recognises the skills and experience of the Picton employees and is undertaking a review of Picton's existing staff members to determine where there is a strong fit and opportunity to contribute to the future success of either SREIT or LondonMetric. While it has not yet completed its review, the Consortium envisages that this contribution could involve potential opportunities for Picton staff to join either SREIT Manager or LondonMetric on a long-term basis or to support integration in the shorter term through interim roles. The Consortium expects, however, that the outcome of its review will involve a material headcount reduction where there is overlapping capability, whether after an interim period or otherwise. It is anticipated that this review would be finalised ahead of completion of the Acquisition.
Corporate functions relating to Picton's status as a listed and publicly traded company will no longer be required by the Consortium. As a result of these activities overlapping with existing capability within each of LondonMetric and SREIT, it is expected that there will be a reduction in Picton's headcount in these functions.
Save as described above, the Consortium does not intend for there to be any material changes in the balance of the skills and functions of the employees of Picton.
The Consortium intends, alongside and with the support of Picton management, to continue to consult as appropriate with relevant employees to facilitate finalising any proposals prior to completion of the Acquisition.
It is not envisaged that any material changes will arise in relation to LondonMetric's or SREIT Manager's existing employees and employee headcount as a result of the Acquisition.
Neither Picton, LondonMetric or SREIT, has an existing defined benefit pension scheme.
Incentivisation and retention arrangements
The Consortium has not entered into and has not had discussions on proposals to enter into, any form of incentivisation arrangements with members of Picton's management.
Headquarters and headquarter functions, locations and fixed assets
SREIT intends to consolidate the head office functions of SREIT and Picton such that the Enlarged SREIT Group can operate from a single location. It is anticipated that the Enlarged SREIT Group will operate from the SREIT Manager's existing head office at 1 London Wall Place, London, EC2Y 5AU. Any outstanding contractual arrangements at Picton's head office at 27A Floral Street, London, WC2E 9EZ, will, in due course, be cancelled.
Other than the allocation of Picton's assets between LondonMetric and SREIT, as set out in the above sub-section headed "Strategic plans for Picton and Separation", SREIT does not otherwise intend any redeployment of Picton's fixed asset base.
Research and development
Owing to the nature of its business, Picton has no research and development function.
Trading facilities
Picton Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange.
As set out in the section headed "De-listing of Picton Shares", applications will be made to: (i) the FCA for the cancellation of the listing of Picton Shares on the Official List; and (ii) the London Stock Exchange for the cancellation of trading of Picton Shares on the London Stock Exchange's Main Market.
Following completion of the Acquisition, each of LondonMetric and SREIT will remain listed on the Main Market of the London Stock Exchange.
Statements
None of the statements in this section headed "Intentions for Picton" are "post-offer undertakings" for the purposes of Rule 19.5 of the Takeover Code.
Views of the Picton Board
The Picton Directors have considered the intention statements that the Consortium have made in relation to the Picton business and its employees and in particular, that the Consortium will safeguard all employees' existing statutory and contractual employment rights. While the Picton Directors acknowledge, given the nature of the respective businesses of the Consortium and Picton, that there may be certain overlapping roles which could unfortunately lead to some headcount reduction, they are pleased the Consortium recognises the skills and experience of the Picton team and notes its consultation process to identify potential opportunities for Picton staff to join either SREIT Manager or LondonMetric on a long-term basis or to support integration in the shorter term through interim roles.
The Non-Executive Picton Directors would like to place on record their thanks for the outstanding contribution Michael has made to the successful performance of the Picton business since its launch in 2005, to Saira for the excellent contribution she has made in her role as CFO for the last 3 years and to both of them for their significant commitment to steering the Company through the Strategic Review and FSP. The Picton board would also like to thank the whole Picton team for their considerable efforts and extensive contributions toward developing the Picton business.
14. Offer-related arrangements
Picton (LondonMetric) Confidentiality Agreement
LondonMetric and Picton have entered into the Picton (LondonMetric) Confidentiality Agreement pursuant to which LondonMetric has undertaken to keep confidential, and to procure that certain of its representatives keep confidential, information relating to Picton and/or to the Acquisition, to use such information solely for the agreed purposes in relation to the Acquisition and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation.
LondonMetric Confidentiality Agreement
LondonMetric and Picton have entered into the LondonMetric Confidentiality Agreement pursuant to which Picton has undertaken to keep confidential, and to procure that certain of its representatives keep confidential, information relating to LondonMetric and/or to the Acquisition, to use such information solely for the agreed purposes in relation to the Acquisition (including undertaking reverse due diligence on LondonMetric) and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation.
Picton (SREIT) Confidentiality Agreement
SREIT and Picton have entered into the Picton (SREIT) Confidentiality Agreement pursuant to which SREIT has undertaken to keep confidential, and to procure that certain of its representatives keep confidential, information relating to Picton and/or to the Acquisition, to use such information solely for the agreed purposes in relation to the Acquisition and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation.
SREIT Confidentiality Agreement
SREIT and Picton have entered into the SREIT Confidentiality Agreement pursuant to which Picton has undertaken to keep confidential, and to procure that certain of its representatives keep confidential, information relating to SREIT and/or the Acquisition, to use such information solely for the agreed purposes in relation to the Acquisition (including undertaking reverse due diligence on SREIT) and not to disclose it to third parties (other than to permitted disclosees) unless required by law or regulation.
Co-operation Agreement
LondonMetric, SREIT, the SREIT Manager and Picton entered into the Co-operation Agreement, pursuant to which LondonMetric, SREIT and Picton have agreed to certain undertakings to co-operate and provide each other with reasonable information, assistance and access in respect of the Acquisition and the preparation of certain parts of the key shareholder documentation.
LondonMetric and SREIT have agreed to certain limited restrictions on their conduct of business in respect of material matters pending the Acquisition becoming Effective. The Co-operation Agreement records the parties' intention to implement the Acquisition by way of a scheme of arrangement under Part VIII of the Companies Law of Guernsey. In certain circumstances, including where Picton gives its consent or where a third party announces a recommended competing offer, the Consortium may implement the Acquisition by way of a Takeover Offer instead, subject to the consent of the Panel.
The Co-operation Agreement shall be terminated with immediate effect if, among other things: (i) the parties so agree in writing; (ii) the Acquisition is withdrawn or lapses in accordance with its terms with the consent of the Panel (other than where such lapse or withdrawal is a result of the exercise of a right to switch to a Takeover Offer); or (iii) the Acquisition does not become Effective on or before the Long-stop Date. The Consortium has the right to terminate the Co-operation Agreement if, among other things: (i) the Picton board withdraws, qualifies or adversely modifies its recommendation prior to the Court Meeting or the Picton General Meeting; or (ii) a Condition becomes incapable of satisfaction or is invoked so as to cause the Acquisition not to proceed.
Each of LondonMetric, SREIT and Picton has the right to terminate the Co-operation Agreement if a competing transaction is recommended by the Picton board or completes, becomes effective or is declared or becomes unconditional in all respects.
The Co-operation Agreement also contains provisions that will apply in respect of the Picton Share Plans and employee-related matters.
Bid Conduct Agreement
LondonMetric and SREIT entered into the Bid Conduct Agreement, pursuant to which LondonMetric and SREIT have agreed certain principles in accordance with which they intend to co-operate in respect of the Acquisition and to take certain steps to effect completion of the Acquisition including undertakings to work together in good faith, (i) to use reasonable endeavours to implement the Acquisition and to achieve satisfaction of the Conditions; (ii) to keep each other informed reasonably promptly of developments, progress and any other matters relating to the Acquisition; and (iii) procure the allotment and Admission of the New LondonMetric Share and the New SREIT Shares.
The Bid Conduct Agreement provides that certain decisions in connection with the Acquisition require the unanimous agreement of LondonMetric and SREIT.
Pending the Acquisition becoming Effective, unless otherwise agreed in writing by the Consortium and if required by the Takeover Code, permitted by the Panel, each of LondonMetric and SREIT has agreed not to (and shall use reasonable endeavours to procure that its concert parties do not) acquire any interest in Picton Shares (other than pursuant to the Acquisition), or do anything which is reasonably likely to frustrate the Consortium's ability to make the Acquisition or prejudice the successful consummation of the Acquisition.
The Bid Conduct Agreement will terminate in certain circumstances, including (i) 14 days after the date on which the Acquisition becomes effective or wholly unconditional; (ii) at such time as the Acquisition is withdrawn or lapses; (iii) at such time as a competing bid in relation to Picton becomes effective or wholly unconditional; (iv) if either party serves notice to terminate following a breach by the other party of their obligations to issue the New LondonMetric Shares or the New SREIT Shares (as applicable); or (v) at such time as the parties thereto agree.
Separation Term Sheet
LondonMetric and SREIT have entered into the Separation Term Sheet, pursuant to which they have agreed to implement the Separation in accordance with certain agreed principles. In particular, the Separation Term Sheet sets out how the parties will, following the Acquisition, apportion the assets and liabilities of the Picton Group between them, how transaction costs will be apportioned, and how certain decisions will be made in relation to the Picton Group during the interim period between the Acquisition and completion of the Separation. The Separation Term Sheet also sets out arrangements for cooperation between the parties, including obtaining necessary lender consents, dealing with certain employee matters, and providing for transitional support. The Separation Term Sheet is legally binding and governed by English law.
Lock-in Agreement
Pursuant to the Lock-in Agreement, LondonMetric has agreed not to dispose of its shareholding in SREIT for a period of six months from completion of the Acquisition. The Lock-in Agreement contains customary exceptions permitting disposals: (i) with SREIT's prior written consent; (ii) to a group company; (iii) pursuant to a regulatory or court order; (iv) pursuant to a share buyback or tender offer by SREIT; (v) under a scheme of reconstruction; or (vi) in acceptance of a third party takeover offer for SREIT. The restrictions also cease to apply automatically upon certain events, including a third party announcing a possible offer for SREIT, a third party acquiring 15 per cent. or more of SREIT's voting rights, or a material breach by SREIT of its transaction or financing agreements.
15. Disclosure of interests in Picton
As at the close of business on the Latest Practicable Date, save for the irrevocable undertakings referred to in paragraph 8 of this Announcement, neither (a) LondonMetric, nor any of its directors, 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 Acquisition, nor; (b) SREIT, nor any of its directors, nor, so far as SREIT is aware, any person acting in concert (within the meaning of the Takeover Code) with it for the purposes of the Acquisition, had:
(i) any interest in or right to subscribe for any relevant securities of Picton;
(ii) any short positions in respect of relevant securities of Picton (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;
(iii) borrowed or lent any relevant securities of Picton (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Takeover Code); or
(iv) 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 Picton.
"interests in securities" for these purposes 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.
"relevant securities of Picton" are Picton Shares or securities convertible or exchangeable into Picton Shares.
16. Structure of the Acquisition
Scheme of arrangement and New LondonMetric Shares and New SREIT Shares
It is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement between Picton and Scheme Shareholders under Part VIII of the Companies Law of Guernsey. The procedure involves, among other things, an application by Picton 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 and SREIT to become the holders of the entire issued and to be issued ordinary share capital of Picton.
Any Picton Shares held by Scheme Shareholders before the Scheme Record Time will be subject to the terms of the Scheme. The Resolution to be proposed at the General Meeting will, among other matters, provide that the articles of incorporation of Picton are amended to incorporate provisions requiring any Picton Shares issued or transferred after the Scheme Record Time to be automatically transferred to the Consortium on the same terms as the Acquisition (other than terms as to timings and formalities). The Amended Picton Articles will avoid any person (other than LondonMetric or SREIT) holding shares in the capital of Picton after the Effective Date. Further information in respect of the proposed amendments to the articles of incorporation of Picton will be set out in the Scheme Document.
The New LondonMetric Shares and New SREIT Shares will be issued in each case in registered form and will be capable of being held in both certificated and uncertificated form. Fractions of New LondonMetric Shares and New SREIT Shares will not be allotted or issued pursuant to the Acquisition, but entitlements of Scheme Shareholders will be rounded down to the nearest whole number of New LondonMetric Shares and New SREIT Shares. All fractional entitlements to New LondonMetric Shares will be aggregated and sold in the market and all fractional entitlements to New SREIT Shares will be aggregated and sold in the market, in each case 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 or SREIT (as applicable) in due proportions to Scheme Shareholders who would otherwise have been entitled to such fractions.
Conditions
The implementation of the Scheme will be subject to the Conditions and 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 including, amongst other things:
· the approval of the Scheme 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 or postponement thereof and who represent not less than 75 per cent. in value of the votes cast by the Scheme Shares held by such Scheme Shareholders;
· the passing of the Resolution by the requisite majority at the General Meeting;
· the sanction of the Scheme by the Court (with or without modification, but subject to any modification being on terms acceptable to the Consortium and Picton);
· the London Stock Exchange having acknowledged to LondonMetric and SREIT or their respective agents (and such acknowledgement not having been withdrawn) that the New LondonMetric Shares and the New SREIT Shares will be admitted to trading on the Main Market; and
· the Scheme becoming Effective by 11.59 p.m. on the Long-stop Date.
The Scheme will lapse and the Acquisition will not take place if:
· either the Court Meeting or the General Meeting are not held by the 22nd day after the expected date of such meeting to be set out in each case in the Scheme Document (or such later date(s) if any (i) as may be agreed between the Consortium and Picton or (ii) (in a competitive situation) as may be specified by the Consortium, with the consent of the Panel and, in each case (if so required), with the approval of the Court);
· the Court Sanction Hearing to approve the Scheme is not held by the 22nd day after the expected date of the Court Sanction Hearing to be set out in the Scheme Document (or such later dates if any (i) as may be agreed between the Consortium and Picton or (ii) (in a competitive situation) as may be specified by the Consortium, with the consent of the Panel, and in each case (if so required), with the approval of the Court); or
· the Scheme does not become Effective on or before the Long-stop Date.
Once the necessary approvals from Picton Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court (with or without modification but with any such modification being acceptable to Picton and the Consortium). If the Court sanctions the Scheme, the Scheme will become Effective in accordance with its terms and the Court Order shall be delivered to the Guernsey Registry within 7 days of the Court Order having been made in accordance with the requirements of the Companies Law of Guernsey. 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 General Meeting (and if they attended and voted, whether or not 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 dispatched to Picton Shareholders as soon as practicable and, in any event, within 28 days of this Announcement (unless the Consortium and Picton otherwise agree, and the Panel consents, to a later date). It is expected that the Court Meeting and the General Meeting will be held in early September 2026 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 in early September 2026.
The Scheme will be governed by Guernsey 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
The Consortium has reserved the right to elect, subject to the consent of the Panel and in accordance with the terms of the Co-operation Agreement, for the Acquisition 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 the Consortium does elect to implement the Acquisition by way of a Takeover Offer, and if sufficient acceptances of such Takeover Offer are received and/or sufficient Picton Shares are otherwise acquired, it is the intention of the Consortium to apply the provisions of Part XVIII of the Companies Law of Guernsey to acquire compulsorily any outstanding Picton Shares to which such Acquisition relates.
17. De-listing of Picton Shares
Prior to the Scheme becoming Effective, applications will be made to the FCA for the cancellation of the listing of Picton Shares on the Official List, and to the London Stock Exchange to cancel the trading of the Picton Shares on the Main Market, in each case to take effect from or shortly after the Effective Date. The last day of dealings in Picton Shares on the Main Market is expected to be the Business Day immediately prior to the Court Sanction Hearing and no transfers will be registered after 6.00 p.m. on that date.
On the Effective Date, Picton will become jointly owned by the Consortium in their allocated proportions and share certificates in respect of Picton Shares will cease to be valid and should be destroyed. In addition, entitlements to Picton Shares held within the CREST system will be cancelled on the Effective Date.
18. Admission of, and commencement of dealings in, the New LondonMetric Shares and New SREIT Shares
The New LondonMetric Shares and New SREIT Shares will be issued as fully paid-up and will rank pari passu in all respects with the LondonMetric Shares and SREIT Shares in issue at the time the New LondonMetric Shares and New SREIT 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.
Applications will be made for the New LondonMetric Shares and New SREIT Shares to be issued in consideration for the Acquisition 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 and New SREIT 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 Picton Shareholders can hold, access and trade in the New LondonMetric Shares and New SREIT Shares will be set out in the Scheme Document. Picton Shareholders resident in the United Kingdom will be able to hold their New LondonMetric Shares and New SREIT Shares through any of the ways currently available to LondonMetric Shareholders and SREIT Shareholders (as applicable), including through an intermediary of their own choice should they wish to do so.
19. Picton Share Plans
Participants in the Picton Share Plans will be contacted regarding the effect of the Acquisition on their rights under the Picton Share Plans and provided with further details concerning the proposals which will be made to them in due course.
Details of the proposals will be set out in the Scheme Document (or, as the case may be, any offer document) and in separate letters to be sent to participants in the Picton Share Plans.
The Co-operation Agreement contains certain agreed arrangements with respect to the treatment of
outstanding Awards and/or in respect of Picton Shares acquired under the Picton Share Plans.
20. General
The bases and sources of certain financial information contained in this Announcement are set out in Appendix 2 to this Announcement. A summary of the irrevocable undertakings given in relation to the Acquisition is contained in Appendix 3 to this Announcement. Certain terms used in this Announcement are defined in Appendix 4 to this Announcement.
Each of Peel Hunt, Jefferies, Barclays, J.P. Morgan Cazenove, Stifel and Panmure Liberum has given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.
21. Documents available on website
Copies of the following documents will be made available on Picton's website at https://www.picton.co.uk/investors/, SREIT's website at https://www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/schroder-real-estate-investment-trust/ and LondonMetric's website at www.LondonMetric.com/investors by no later than 12 noon London time on the Business Day following this Announcement until the end of the Acquisition:
· a copy of this Announcement;
· the irrevocable undertakings referred to in paragraphs 6 and 8 above and summarised in Appendix 3 to this Announcement;
· the written consents of Peel Hunt, Jefferies, Barclays, J.P. Morgan Cazenove, Stifel and Panmure Liberum to being named in this Announcement;
· each of the Confidentiality Agreements;
· the Co-operation Agreement;
· the Bid Conduct Agreement;
· the Separation Term Sheet; and
· the Lock-in Agreement.
The contents of each of Picton's, SREIT's and LondonMetric's website, and any website accessible, are not incorporated into and do not form part of this Announcement.
Enquiries:
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LondonMetric Property Plc |
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Schroder Real Estate Investment Trust Limited |
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LondonMetric |
+44 (0)20 7484 9000 |
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SREIT |
+44 (0)20 7658 6000 |
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Andrew Jones Martin McGann Gareth Price |
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Nick Montgomery Bradley Biggins Katherine Fyfe |
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Peel Hunt LLP |
+44 (0)20 7418 8900 |
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J.P. Morgan Cazenove |
+44 (0)20 3493 8000 |
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Joint Financial Adviser and Corporate Broker to LondonMetric |
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Sole Financial Adviser and Corporate Broker to SREIT |
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Capel Irwin Michael Nicholson Chloe Ponsonby Henry Nicholls |
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James A. Kelly William Simmonds Paul Pulze Ayoosh Choudhary |
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Jefferies International Limited |
+44 (0)20 7029 8000 |
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FTI Consulting |
+44 (0)20 3727 1000 |
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Joint Financial Adviser to LondonMetric |
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PR Adviser to SREIT |
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Ed Matthews Thomas Bective Jee Lee Shuo Jun Lin |
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Richard Gotla Oliver Parsons |
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Barclays Bank PLC |
+44 (0) 20 7623 2323 |
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Joint Financial Adviser and Corporate Broker to LondonMetric |
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Bronson Albery Callum West Mark Gunalan Ronak Shah |
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FTI Consulting |
+44 (0)20 3727 1000 |
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PR Adviser to LondonMetric |
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Dido Laurimore |
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Andrew Davis |
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Picton Property Income Limited |
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Picton |
+44 (0)20 7628 4800 |
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Michael Morris Saira Johnston |
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Stifel Nicolaus Europe Limited |
+44 (0)20 7710 7600 |
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Sole Financial Adviser to Picton |
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Mark Young Jonathan Wilkes-Green Jason Grossman Catriona Neville |
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Panmure Liberum Limited |
+44 (0)20 3100 2000 |
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Joint Corporate Broker to Picton |
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David Watkins Jamie Richards |
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Tavistock |
+44 (0)20 7920 3150 |
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PR Adviser to Picton |
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James Verstringhe James Whitmore |
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CMS Cameron McKenna Nabarro Olswang LLP is retained as UK legal adviser to LondonMetric. Stephenson Harwood LLP is retained as UK legal adviser to SREIT. Norton Rose Fulbright LLP is retained as UK legal adviser to Picton.
This Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) relating to SREIT and Picton. Upon publication of this Announcement, this inside information will be considered to be in the public domain.
The person responsible for arranging the release of this Announcement on behalf of SREIT is Katherine Fyfe, Company Secretary.
The person responsible for arranging the release of this Announcement on behalf of Picton is Kathy Thompson, Company Secretary.
Important notices
Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for LondonMetric and for no one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than LondonMetric for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with the matters referred to in this Announcement, or otherwise.
Jefferies, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting for LondonMetric and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this Announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.
Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to LondonMetric and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters set out in or referred to in this Announcement.
In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in LondonMetric, SREIT and Picton securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
J.P. Morgan Cazenove, is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for SREIT and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than SREIT for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.
Stifel, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Picton as financial adviser in connection with the matters set out in this Announcement and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to clients of Stifel, nor for advising any other person in connection with any matter referred to in this Announcement. None of Stifel or any of its affiliates (or its or their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Stifel in connection with this Announcement, any statement contained herein or otherwise.
Panmure Liberum, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Picton and no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Picton for providing the protections afforded to clients of Panmure Liberum nor for providing advice in relation to any matter referred to herein. Neither Panmure Liberum nor any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with the matters referred to in this Announcement, any statement contained herein or otherwise.
This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way 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 Acquisition, including details of how to vote in respect of the resolutions proposed in connection with the Acquisition. Any vote, approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Acquisition is made by way of a Takeover Offer).
This Announcement does not constitute an offer to purchase, or a solicitation of an offer to sell, any financial product to, or for the account or benefit of, any person in Australia.
The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and the release of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus equivalent document.
Picton Shareholders should not make any investment decision in relation to the Acquisition or the New LondonMetric Shares and New SREIT Shares except on the basis of the Scheme Document (or any other document by which the Acquisition is made by way of a Takeover Offer). Each of Picton, LondonMetric and SREIT urge Picton Shareholders to read the whole of the Scheme Document when it becomes available because it will contain important information relating to the Acquisition.
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.
Overseas shareholders
This Announcement has been prepared for the purpose of complying with Guernsey law, English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the UK Listing Rules and information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom or Guernsey. Nothing in this Announcement should be relied on for any other purpose.
The availability of the New LondonMetric Shares and New SREIT Shares (and the ability of persons to hold such shares) in, and the release, publication or distribution of this Announcement in or into, jurisdictions other than the United Kingdom or Guernsey may be restricted by the laws and/or regulations of those jurisdictions and therefore persons into whose possession this Announcement comes who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom or Guernsey should inform themselves about and observe any such applicable laws and/or regulations in their jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey to vote their Picton Shares with respect to the Scheme at the Court Meeting or the General Meeting, or to appoint another person as proxy to vote at the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by the Consortium or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made, and the New LondonMetric Shares and New SREIT Shares to be issued pursuant to the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. If the Acquisition is implemented by a Takeover Offer (unless otherwise permitted by applicable law or regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange, of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from or within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the Scheme Document.
Information related to United States laws
The Acquisition relates to the securities of a Guernsey company with a listing on the London Stock Exchange and is proposed to be effected by means of a scheme of arrangement provided for under, and governed by, the Companies Law of Guernsey. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with Guernsey law, English law, the Takeover Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a court-sanctioned scheme of arrangement governed by the laws of Guernsey is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company organised in Guernsey and listed on the London Stock Exchange, which differ from the procedural and disclosure requirements of the United States tender offer rules and proxy solicitation rules under the US Exchange Act. If, in the future, the Consortium exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Such Takeover Offer would be made in the United States by the Consortium and no one else.
The financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.
The New LondonMetric Shares and New SREIT Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act or under any laws or with any securities regulatory authority of any State or other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act. The New LondonMetric Shares and New SREIT Shares are expected to be issued by each of LondonMetric and SREIT in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.
For the purpose of qualifying for the exemption from the registration requirement of the US Securities Act afforded by Section 3(a)(10) thereunder, Picton will advise the Court that the Court's sanctioning of the Scheme will be relied on by each of LondonMetric and SREIT as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to Picton Shareholders at which all Picton Shareholders are entitled to appear in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification is given to all Picton Shareholders.
Picton Shareholders who are or will be affiliates (as defined in Rule 144 under the US Securities Act) of LondonMetric, SREIT or Picton prior to, or of LondonMetric or SREIT after, the Effective Date will be subject to certain US transfer restrictions relating to the New LondonMetric Shares and New SREIT Shares received pursuant to the Scheme as will be further described in the Scheme Document.
None of the securities referred to in this Announcement have been approved or disapproved by the US Securities and Exchange Commission or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
US holders of Picton Shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. US holders of Picton Shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Acquisition applicable to them.
It may be difficult for US holders of Picton Shares to enforce their rights and claims arising out of US federal securities laws, since each of LondonMetric, SREIT and Picton are organised in countries other than the United States, and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, countries other than the United States. US holders of Picton Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.
In accordance with normal practice in the UK and Guernsey and consistent with Rule 14e-5(b) of the US Exchange Act, each of LondonMetric and SREIT, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Picton, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service, and will be available on the London Stock Exchange website at www.londonstockexchange.com.
Further details in relation to US investors will be contained in the Scheme Document.
Forward-looking statements
This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition and/or the Separation, and other information published by the Consortium, LondonMetric, SREIT or Picton contain statements about the Consortium and/or LondonMetric and/or SREIT and/or Picton and/or the Enlarged Groups (including, without limitation, about the Separation) that are or may be deemed to be forward-looking statements. All statements other than statements of historical facts included in this Announcement, may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes" "projects", "continue", "schedule" 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 SREIT's or Picton's or the Enlarged Groups' operations and potential synergies resulting from the Acquisition; (iii) the effects of government regulation on LondonMetric's or SREIT's or Picton's or the Enlarged Groups' business and (iv) the execution and effects of the Separation to be implemented following completion of the Acquisition.
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 known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely. These factors include, but are not limited to, the satisfaction of or failure to satisfy all or any of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives (including in respect of the Separation), the impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates and the outcome of any litigation.
Neither LondonMetric or SREIT or Picton, nor any of their respective associates or directors, officers, employees or advisers, provide 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 the Consortium or LondonMetric or SREIT or Picton 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. Each of LondonMetric, SREIT and Picton 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 or estimates or quantified financial benefit statements
No statement in this Announcement is intended as a profit forecast or estimate or quantified financial benefit statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share or dividend per share for LondonMetric, SREIT, Picton or the Enlarged Groups, 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, SREIT, Picton or the Enlarged Groups, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day (as defined in the Takeover Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day (as defined in the Takeover Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day (as defined in the Takeover Code) following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Right to switch to a Takeover Offer
The Consortium reserves the right to elect, with the consent of the Panel, and subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Picton as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if the Consortium 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 amendment referred to in Part B of Appendix 1 to this Announcement.
Publication of this Announcement on websites and availability of hard copies
A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) at www.LondonMetric.com/investors, https://www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/schroder-real-estate-investment-trust/ and https://www.picton.co.uk/investors/ by no later than 12 noon (London time) on the Business Day following the date of this Announcement.
In accordance with Rule 30.3 of the Takeover Code, Picton Shareholders, participants in Picton Share Plans and persons with information rights may request a hard copy of this Announcement by: (i) contacting Computershare Investor Services (Guernsey) Limited during business hours on +44 (0) 370 707 4040 (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales)); or (ii) by submitting a request via email on info@computershare.co.je. Please note that Computershare Investor Services (Guernsey) Limited 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 Acquisition 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.
Information relating to Picton Shareholders
Please be aware that addresses, electronic addresses and certain information provided by Picton Shareholders, participants in Picton Share Plans, persons with information rights and other relevant persons for the receipt of communications from Picton may be provided to the Consortium during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures that precede them.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, LondonMetric confirms that, as at the Latest Practicable Date, it had 2,350,984,105 ordinary shares of 10 pence each in issue and admitted to trading on the London Stock Exchange and no shares held in treasury. The ISIN of the LondonMetric Shares is GB00B4WFW713. LondonMetric's LEI number is: 213800OCERWWPQDURL87.
For the purposes of Rule 2.9 of the Takeover Code, SREIT confirms that, as at the Latest Practicable Date, it had 489,110,576 ordinary shares of no par value in issue and admitted to trading on the London Stock Exchange and 76,554,173 shares held in treasury. The ISIN of the SREIT Shares is GB00B01HM147. SREIT's LEI number is: 549300ZIJJTMTIIQJP67.
For the purposes of Rule 2.9 of the Takeover Code, Picton confirms that, as at the Latest Practicable Date, it had 513,827,021 ordinary shares of no par value in issue and admitted to trading on the London Stock Exchange and no shares held in treasury. The ISIN of the Picton Shares is GB00B0LCW208. Picton's LEI number is: 213800RYE59K9CKR4497.
APPENDIX 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION
Long-stop Date
1. The Acquisition will be conditional upon the Scheme becoming unconditional and becoming Effective, subject to the provisions of the Takeover Code, by no later than 11.59 p.m. on the Long-stop Date.
Scheme approval
2. The Scheme will be conditional upon:
(a) (i) its approval by a majority in number representing 75 per cent. or more in value of the votes cast by the Scheme Shareholders (or the relevant class or classes thereof) who are on the register of members of Picton at the Scheme Voting Record Time and who are present and vote (and are entitled to vote), whether in person or by proxy, at the Court Meeting, and at any separate class meeting which may be required by the Court, or, in each case, at any adjournment or postponement of any such meeting; and
(ii) the Court Meeting and any separate class meeting which may be required by the Court or any adjournment or postponement of any such meeting being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date (if any) (1) as may be agreed by the Consortium and Picton; or (2) (in a competitive situation) as may be specified by the Consortium, with the consent of the Panel and, in each case (if required), with the approval of the Court);
(b) (i) all resolutions in connection with, or necessary to approve and implement the Scheme, as set out in the notice of the General Meeting, being duly passed by the requisite majority or majorities of Picton Shareholders at the General Meeting (or at any adjournment or postponement thereof); and
(ii) the General Meeting (or any adjournment or postponement of that meeting) being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date (if any) (1) as may be agreed by the Consortium and Picton; or (2) (in a competitive situation) as may be specified by the Consortium, with the consent of the Panel and, in each case (if required), with the approval of the Court); and
(c) (i) the sanction of the Scheme by the Court (with or without modification, but subject to any modification being on terms acceptable to the Consortium and Picton); and
(ii) the Court Sanction Hearing being held on or before the 22nd day after the expected date of the Court Sanction Hearing to be set out either in the Scheme Document or, in the event that such expected date remains unknown at the time of publication of the Scheme Document and the Scheme Document identifies any such date as indicative only, in any update announcement issued through a Regulatory Information Service pursuant to paragraph 6(a) of Appendix 7 of the Takeover Code (or such later date (if any) (1) as may be agreed by the Consortium and Picton; or (2) (in a competitive situation) as may be specified by the Consortium, with the consent of the Panel and, in each case (if required), with the approval of the Court).
3. In addition, subject to (i) the terms of Part B of this Appendix 1, and (ii) the requirements of the Panel, the Acquisition 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:
London Stock Exchange
(a)
(i) 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; and
(ii) the London Stock Exchange having acknowledged to SREIT or its agent (and such acknowledgement not having been withdrawn) that the New SREIT Shares will be admitted to trading on the Main Market;
Notifications, waiting periods and Authorisations
(b) all material notifications, filings and/or applications which are deemed necessary by the Consortium 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 Acquisition or the acquisition, or proposed acquisition, of any shares or other securities (or the equivalent) in, or of control of, Picton or any other member of the Wider Picton Group by the Consortium and/or any member of the Wider LondonMetric Group and/or any member of the Wider SREIT Group;
(c) all Authorisations which are deemed necessary by the Consortium in any relevant jurisdiction for, or in respect of, the Acquisition (or its implementation) or the acquisition, or proposed acquisition, of any shares or other securities (or the equivalent) in, or of control of, Picton or any other member of the Wider Picton Group by the Consortium and/or any member of the Wider LondonMetric Group and/or any member of the Wider SREIT Group having been obtained, in terms and in a form reasonably satisfactory to the Consortium from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider LondonMetric Group, the Wider SREIT Group or the Wider Picton Group has entered into contractual arrangements or other material business relationships, and all such Authorisations, together with all Authorisations deemed necessary by the Consortium for any member of the Wider Picton Group to carry on its business, 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, and all necessary statutory or regulatory obligations in any jurisdiction which could be material in the context of the Enlarged LondonMetric Group taken as a whole or the Enlarged SREIT Group taken as a whole, or material in the context of the Acquisition, having been complied with;
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 required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to, in any case to an extent or in a manner which is or would be material in the context of the Wider Picton Group, the Wider LondonMetric Group or the Wider SREIT Group, in each case taken as a whole or material in the context of the Acquisition:
(i) require, prevent or materially delay any divestiture, or alter the terms envisaged for any proposed divestiture, by any member of the Wider LondonMetric Group, the Wider SREIT Group or the Wider Picton Group of all or any part of their respective businesses, assets or property, or impose any limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their assets or property (or any part thereof);
(ii) impose any material limitation on, or result in a material delay in, the ability of:
(a) any member of the Wider LondonMetric Group, directly or indirectly, to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in any member of the Wider Picton Group or the Wider LondonMetric Group, or to exercise voting or management control over, any such member; or
(b) any member of the Wider SREIT Group, directly or indirectly, to acquire, hold or to exercise effectively all or any rights of ownership in respect of shares or other securities (or the equivalent) in any member of the Wider Picton Group or the Wider SREIT Group, or to exercise voting or management control over, any such member;
(iii) otherwise materially adversely affect any or all of the business, assets, profits, financial or trading position, or prospects of any member of the Wider Picton Group, the Wider LondonMetric Group or the Wider SREIT Group;
(iv) result in any member of the Wider Picton Group ceasing to be able to carry on business under any name under which it presently carries on business;
(v) make the Acquisition, its implementation, or the acquisition or the proposed acquisition of any shares or other securities (or the equivalent) in, or control or management of, Picton or any member of the Wider Picton Group by the Consortium and/or any member of the Wider LondonMetric Group and/or of the Wider SREIT Group, void, unenforceable and/or illegal under the laws of any jurisdiction, or otherwise, directly or indirectly prevent or prohibit, restrict, restrain, materially delay or otherwise materially interfere with the implementation of the same, or impose additional adverse conditions or obligations with respect thereto;
(vi) require, prevent or materially delay any divestiture or sale or offer to sell, or alter the terms envisaged for any proposed divestiture or sale or offer to sell, by the Consortium and/or any member of the Wider LondonMetric Group or the Wider SREIT Group of any shares or other securities (or the equivalent) in, or any interest in any of the assets owned by, Picton or any member of the Wider Picton Group;
(vii) require (save as envisaged in the implementation of the Acquisition or by Part XVIII of the Companies Law of Guernsey) any member of the Wider LondonMetric Group, the Wider SREIT Group or the Wider Picton Group to acquire, to offer to acquire, any shares or other securities (or the equivalent) in, or any interest in any of the assets owned by, any member of the Wider LondonMetric Group, the Wider SREIT Group or the Wider Picton Group; or
(viii) impose any limitation on the ability of any member of the Wider Picton Group to conduct, integrate or co-ordinate all or any part of its business with the business of any member of the Wider LondonMetric Group or the Wider SREIT Group,
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 the laws of any relevant jurisdiction in respect of the Acquisition or the acquisition of any Picton Shares or otherwise intervene having expired, lapsed or been terminated (as the case may be);
Certain matters arising as a result of any arrangement, agreement, etc.
(e) except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, permit, franchise or other instrument to which any member of the Wider Picton 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 to, or any event or circumstance, which, in each case as a consequence of the Acquisition (or its implementation) or the proposed acquisition by the Consortium and/or any member of the Wider LondonMetric Group and/or the Wider SREIT Group of any shares or other securities (or the equivalent) in, or control or management of, Picton or any member of the Wider Picton Group or otherwise, would or might reasonably be expected to result in, in any case to an extent which is or would be material in the context of the Wider Picton Group taken as a whole or in the context of the Acquisition:
(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 Picton Group being or becoming repayable or capable of being declared repayable immediately or before its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited, or being capable of becoming or being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Picton Group;
(iii) any such arrangement, agreement, lease, licence, permit, franchise or other instrument, or the rights, liabilities, obligations or interests of any member of the Wider Picton Group thereunder, being, terminated, adversely modified or adversely affected or any adverse action being taken or arising thereunder or any onerous obligation or liability arising thereunder;
(iv) any asset or interest of any member of the Wider Picton Group being or failing to be disposed of or charged or ceasing to be available to any member of the Wider Picton Group 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 Picton Group otherwise than in the ordinary course of business;
(v) the rights, liabilities, obligations or interests of any member of the Wider Picton Group in, or the business of any such member with, any person, firm, company or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or adversely affected other than as directed, requested and/or required by the Consortium;
(vi) the value of, or the financial or trading position or profits of, any member of the Wider Picton Group being prejudiced or adversely affected;
(vii) the creation or acceleration of any liability (actual or contingent) by any member of the Wider Picton Group, other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition; or
(viii) any liability of any member of the Wider Picton Group to make any severance, termination, bonus or other payment to any of its directors, officers or employees being incurred;
Certain events occurring since 31 March 2026
(f) except as Disclosed, no member of the Wider Picton Group having since 31 March 2026:
(i) issued or agreed to issue, or authorised or proposed or announced its intention to authorise or propose the issue of, additional shares of any class, or securities (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) or convertible securities, or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of Picton Shares out of treasury (except, where relevant, as between Picton and wholly-owned subsidiaries of Picton or between the wholly-owned subsidiaries of Picton or pursuant to the exercise of options or vesting of awards granted under the Picton Share Plans);
(ii) recommended, declared, paid or made, or proposed to recommend, declare, pay or make, any bonus, dividend or other distribution (whether payable in cash or otherwise), other than the Picton Permitted Dividend or any dividends or other distributions (whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of Picton to Picton or any of their respective wholly-owned subsidiaries;
(iii) except for transactions between Picton and its wholly-owned subsidiaries, or between such wholly-owned subsidiaries of Picton, implemented, effected, authorised or proposed, or announced its intention to implement, effect, authorise or propose, any acquisition of any body corporate, partnership or business, merger, demerger, reconstruction, amalgamation, scheme, commitment or offer or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in each case, to the extent which is material in the context of the Wider Picton Group taken as a whole or in the context of the Acquisition;
(iv) undertaken:
(a) a conversion under Part V of the Companies Law of Guernsey;
(b) an amalgamation under Part VI of the Companies Law of Guernsey;
(c) a migration under Part VII of the Companies Law of Guernsey; or
(d) an arrangement or reconstruction (other than the Scheme) under Part VIII of the Companies Law of Guernsey;
(v) except for transactions between Picton and its wholly-owned subsidiaries, or between such wholly-owned subsidiaries of Picton, mortgaged, charged or created any security interest over any material asset (including shares in any undertaking and trade investments) or any right, title or interest in any asset, or authorised, proposed or announced any intention to do the same, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider Picton Group taken as a whole or in the context of the Acquisition;
(vi) except for transactions between Picton and its wholly-owned subsidiaries, or between such wholly-owned subsidiaries of Picton, issued, authorised or proposed or announced an intention to authorise or propose the issue of, or made any change in or to the terms of, any debentures or, save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability or incurred or increased any indebtedness or other liability, which is material in the context of the Wider Picton Group taken as a whole;
(vii) entered into, varied, authorised, proposed, or announced an intention to enter into or vary, any contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude, or which is or which involves or could involve an obligation of a nature or magnitude, which is or could reasonably be expected to be restrictive on the business of any member of the Wider Picton Group, which, taken together with any other such transaction, arrangement, agreement, contract or commitment, is material in the context of the Wider Picton Group taken as a whole;
(viii) entered into, or materially varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider Picton Group or changed or entered into any commitment to change the terms of any share option scheme;
(ix) proposed, agreed to provide, or modified the terms of, any share option scheme, incentive scheme, or other benefit relating to the employment or termination of employment of any employee of the Wider Picton Group which, taken as a whole, are material in the context of the Wider Picton Group taken as a whole (including the Picton Share Plans), save as agreed by the Panel (if required) and in each case by the Consortium;
(x) purchased, redeemed or repaid, or announced any proposal to purchase, redeem or repay, any of its own shares or other securities (or the equivalent) or, save in respect of the matters mentioned in sub-paragraph (i) above, reduced or made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider Picton Group taken as a whole or in the context of the Acquisition;
(xi) except in the ordinary course of business, waived, compromised or settled any claim which is material in the context of the Wider Picton Group taken as a whole;
(xii) terminated or varied the terms of any agreement or arrangement between any member of the Wider Picton Group and any other person in a manner which would, or might reasonably be expected to, have a material adverse effect on the financial position or prospects of the Wider Picton Group taken as a whole other than as directed, required and/or requested by the Consortium;
(xiii) made any material alteration to its memorandum or articles of incorporation or other incorporation documents (in each case, other than in connection with the implementation of the Acquisition);
(xiv) put in place any pension plans for its directors, employees or their dependants, or made or agreed or consented to any change to:
(a) the terms of the trust deeds and rules constituting the pension scheme(s) (if any) established by any member of the Wider Picton Group for its directors, employees or their dependants;
(b) the contributions payable to any such scheme(s) or to the benefits which accrue, or to the pensions which are payable, thereunder;
(c) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or
(d) the basis upon which the liabilities (including pensions) of such pension Plans are funded, valued, made, agreed or consented to;
(xv) 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 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;
(xvi) taken or proposed any steps or corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed in each case, to the extent which is material in the context of the Wider Picton Group taken as a whole or in the context of the Acquisition;
(xvii) except for transactions between Picton and its wholly-owned subsidiaries, or between such wholly-owned subsidiaries, made, authorised, proposed or announced an intention to propose any change in its loan capital, in each case, to the extent which is material in the context of the Wider Picton Group taken as a whole or in the context of the Acquisition;
(xviii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities (other than the Scheme);
(xix) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 3(f); or
(xx) taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Picton Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Takeover Code;
No adverse change, litigation, regulatory enquiry or similar
(g) since 31 March 2026, except as Disclosed:
(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects or operational performance of the Wider Picton Group taken as a whole, and no circumstances having arisen which would or might reasonably be expected to result in such adverse change or deterioration, which in any case is material in the context of the Wider Picton Group taken as a whole or in the context of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider Picton Group or to which any member of the Wider Picton Group is or may become a party (whether as claimant, defendant or otherwise) having been threatened, announced, instituted or remaining outstanding by, against or in respect of, any member of the Wider Picton Group, which in any case is or might reasonably be expected to have a material adverse effect on the Wider Picton Group taken as a whole or to be material in the context of the Acquisition;
(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Picton Group having been threatened, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Picton Group, which in any case is or might reasonably be expected to have a material adverse effect on the Wider Picton Group taken as a whole or to be material in the context of the Acquisition;
(iv) no contingent or other liability having arisen, or become apparent to the Consortium, or increased which is reasonably likely to affect adversely the business, assets, financial or trading position or profits or prospects of any member of the Wider Picton Group, which in any case is material in the context of the Wider Picton Group taken as a whole or in the context of the Acquisition;
(v) no claim being made and no circumstance having arisen which might reasonably be expected to lead to a claim being made under the insurance of any member of the Wider Picton Group where such claim would not be covered by such insurance and which in any case is material in the context of the Wider Picton Group taken as a whole or in the context of the Acquisition;
(vi) no member of the Wider Picton Group having conducted its business in breach of any applicable laws and regulations which is material in the context of the Wider Picton Group taken as a whole or in the context of the Acquisition; and
(vii) no steps having been taken and no omissions having been made which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence, permit or consent held by any member of the Wider Picton Group which is necessary for the proper carrying on of its business and which in any case is material in the context of the Wider Picton Group taken as a whole or in the context of the Acquisition;
No discovery of certain matters regarding information, liabilities and environmental issues
(h) except as Disclosed, the Consortium not having discovered that (in each case to an extent which is or could be material in the context of the Wider Picton Group taken as a whole or material in the context of the Acquisition):
(i) any financial, business or other information concerning the Wider Picton Group publicly announced before the date of this Announcement or disclosed, whether publicly or otherwise, at any time to the Consortium by or on behalf of any member of the Wider Picton Group is materially misleading, contains any material misrepresentation of fact, or omits to state a fact necessary to make any information contained therein not misleading and which was not subsequently corrected before the date of this announcement by disclosure whether publicly or otherwise to the Consortium or its professional advisers;
(ii) any member of the Wider Picton Group is subject to any liability, contingent or otherwise;
(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Picton Group;
(iv) any past or present member of the Wider Picton Group has failed to comply with any applicable legislation or regulations or common law of any jurisdiction relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous or harmful substance or any substance likely to impair the environment or harm human or animal health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Picton Group;
(v) there is or is reasonably likely to be any obligation or liability (whether actual or contingent) or requirement to make good, remediate, repair, reinstate or clean up any property or controlled waters, currently or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Picton Group (or on its behalf), or in which any such member may have or previously have had or be deemed to have had an interest, under any environmental legislation, regulation, notice, circular or order of any Third Party in any jurisdiction or to contribute to the cost thereof or associated therewith or indemnify any person in relation thereto; or
(vi) circumstances exist (whether as a result of making the Acquisition or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Picton Group would be likely to be required to institute, an environmental audit or take any steps which would in any such case be reasonably likely to result in any actual or contingent liability to improve or install new plant or equipment or to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any member of the Wider Picton Group;
Anti-corruption, sanctions and criminal property
(i) the Consortium not having discovered that:
(i) any past or present member, director, officer or employee of the Wider Picton Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, the Prevention of Corruption (Bailiwick of Guernsey) Law 2003 or any other anti--corruption legislation or anti-bribery law, rule or regulation applicable to the Wider Picton Group or any other law, rule or regulation concerning improper payments or kickbacks; or any person that performs or has performed services for or on behalf of the Wider Picton 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 US Foreign Corrupt Practices Act of 1977, the Prevention of Corruption (Bailiwick of Guernsey) Law 2003 or any other anti-corruption legislation or anti-bribery law, rule or regulation or any other law, rule or regulation concerning improper payments or kickbacks;
(ii) any asset of any member of the Wider Picton 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 Picton Group is found to have engaged in activities constituting money laundering under any applicable law, rule or regulation concerning money laundering;
(iii) any past or present member, director, officer or employee of the Wider Picton Group, or any other person for whom any such person may be liable or responsible, is or has engaged in any conduct which would violate applicable 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, Bailiwick of Guernsey 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, UK, Bailiwick of Guernsey 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, Bailiwick of Guernsey, the European Union or any of their respective member states, save that this shall not apply if any to the extent that it is unenforceable by reason of breach of any applicable Blocking Law;
(iv) any past or present member, director, officer or employee of the Wider Picton Group, or any other person for whom any such person may be liable or responsible:
(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 Picton Group has or is engaged in any transaction which would cause the Consortium or any member of the Wider LondonMetric Group or the Wider SREIT Group to be in breach of any applicable law or regulation upon its respective acquisition of shares, other securities (or the equivalent) or interest in Picton, 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: CERTAIN FURTHER TERMS OF THE ACQUISITION
1. Conditions 2(a), 2(b) and 3(b) to 3(i) (inclusive) must be fulfilled or (if capable of waiver) waived by no later than 11.59 p.m. (London time) on the date immediately preceding the date of the Court Sanction Hearing (or such later date as the Consortium, Picton, the Panel and, if required, the Court may allow), failing which the Acquisition will lapse, or if the Acquisition is implemented by way of Takeover Offer, no later than as permitted by the Panel.
2. Notwithstanding the paragraph above, to the extent permitted by law and subject to the requirements of the Panel in accordance with the Takeover Code, the Consortium reserves the right, in its sole discretion, to waive in whole or in part all or any of the Conditions set out in Part A, above, and to proceed with the Court Sanction Hearing prior to the fulfilment, satisfaction or waiver of any of the Conditions, except Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i) and 3(a) (inclusive) which cannot be waived. If any of Conditions 2(a)(ii), 2(b)(ii) or 2(c)(ii) is not satisfied by the relevant deadline specified in the relevant Condition, the Consortium will make an announcement by 8.00 a.m. (London time) on the Business Day following such deadline confirming whether it has invoked the relevant Condition, waived the relevant deadline(s) or agreed with Picton to extend the relevant deadline.
3. The Acquisition will lapse if the Scheme does not become Effective by no later than 11.59 p.m. (London time) on the Long-stop Date.
4. If the Consortium is required by the Panel to make a Takeover Offer for Picton Shares under the provisions of Rule 9 of the Takeover Code, the Consortium may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.
5. The Consortium will be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied, or to treat as fulfilled any of the Conditions by a date earlier than the latest date for the fulfilment or waiver of that Condition notwithstanding that the other Conditions of the Acquisition 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.
6. The Picton Shares to be acquired pursuant to the Acquisition will be acquired 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 the Picton Permitted Dividend.
7. Subject to the terms of the Scheme, if, on or after the date of this Announcement and prior to the Acquisition becoming Effective, any dividend (other than a Picton Permitted Dividend), distribution or other return of value is announced, declared, made, paid or becomes payable by Picton in respect of the Picton Shares, the Consortium reserves the right to reduce the Exchange Ratio by all or part of any such dividend, distribution or other return of capital (expressed in LondonMetric Shares, based on the Closing Price per LondonMetric Share prior to the relevant Picton ex-dividend date), and the relevant eligible Picton Shareholders will be entitled to receive and retain such dividend, distribution or return of value (without prejudice to any right of the Consortium to invoke Condition 3(f)(ii) in Part A of this Appendix 1). To the extent that any such dividend, distribution or other return of value announced, declared, made or paid is: (x) transferred pursuant to the Acquisition on a basis which entitles any member of the Wider LondonMetric Group and/or the Wider SREIT Group to receive the dividend or distribution or other return of capital and to retain it; or (y) cancelled, the consideration payable will not be subject to change in accordance with this paragraph.
8. Under Rule 13.5(a) of the Takeover Code, the Consortium may only invoke a Condition so as to cause the Acquisition 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 the Consortium in the context of the Acquisition. 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 and 3(a) of Part A above (and any Takeover Offer Acceptance Condition (as defined below) adopted on the basis specified in paragraph 9 of this Part B) are not subject to this provision of the Takeover Code. Any Condition that is subject to Rule 13.5(a) may be waived by the Consortium.
9. The Consortium reserves the right to elect (subject to the terms of the Co-operation Agreement and with the consent of the Panel (where necessary)) to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Acquisition will be implemented on the same terms and conditions (subject to appropriate amendments), including (without limitation) an acceptance condition set at between 90 per cent. and 75 per cent. (inclusive) of the issued share capital of Picton (or such lower percentage (being more than 50 per cent.) of the issued share capital of Picton as the Consortium 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 Picton Shares are otherwise acquired, it is the intention of the Consortium to apply the provisions of Part XVIII of the Companies Law of Guernsey to compulsorily acquire any outstanding Picton Shares to which such Takeover Offer relates.
10. In the event that the Acquisition is implemented by way of a Takeover Offer, the issued share capital of Picton acquired shall be acquired, 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 the Picton Permitted Dividend.
11. The availability of the Acquisition to Picton Shareholders not resident in the United Kingdom or Guernsey may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom or Guernsey should inform themselves about and observe any applicable requirements. Further details in relation to Overseas Shareholders will be contained in the Scheme Document. The New LondonMetric Shares and the New SREIT Shares to be issued under the Acquisition 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 and the New SREIT 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 jurisdiction, including, without limitation, the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.
12. The Acquisition 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.
13. The Acquisition and the Scheme will be governed by the laws of Guernsey 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. The Acquisition will also be subject to the applicable requirements of the Companies Law of Guernsey, the Court (as a result of Picton being incorporated in Guernsey), the GFSC, the FCA, the London Stock Exchange and the Takeover Code.
14. Each of the Conditions will be regarded as a separate Condition and will not be limited by reference to any other Condition.
PART C: INTERPRETATION OF THIS APPENDIX 1
1. References to the Consortium having rights, making determinations, giving consents or exercising powers under these Conditions shall (unless otherwise specified) be construed as references to LondonMetric and SREIT acting jointly.
APPENDIX 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. The value placed by the Acquisition on the existing issued and to be issued ordinary share capital of Picton on a fully diluted basis is based upon:
(a) the price of 198.0 pence per LondonMetric Share, being the Closing Price on 30 July 2026 (the last Business Day prior to this Announcement);
(b) the price of 45.9 pence per SREIT Share, being the Closing Price on 30 July 2026 (the last Business Day prior to this Announcement);
(c) an exchange ratio of 0.190 LondonMetric Shares and 0.894 SREIT Shares for each Picton Share; and
(d) the fully diluted number of Picton Shares in issue referred to in paragraph 2 below.
2. The fully diluted share capital of Picton (being 513,827,021 Picton Shares) is calculated on the basis of:
(a) 513,827,021 Picton Shares in issue as at the Latest Practicable Date (no shares are held in treasury);
(b) no further Picton Shares being issued on or after the date of this Announcement on the exercise of options or vesting of Awards; and
(c) with respect to EPRA NTA per share calculations, 3,119,446 Picton Shares held by the Employee Benefit Trust are excluded from the share total as per Picton policy.
3. As at the Latest Practicable Date, the number of Picton Shares eligible to vote on:
(a) the Scheme at the Court Meeting is 513,827,021 Picton Shares; and
(b) the special resolution to approve all actions necessary for carrying the Scheme into effect and the adoption of the Amended Picton Articles at the General Meeting is 513,827,021 Picton Shares.
4. Closing Prices for LondonMetric Shares, SREIT Shares and Picton Shares on the Latest Practicable Date are taken from the Daily Official List.
5. Volume-weighted average prices have been derived from Bloomberg and have been rounded to the nearest single penny.
6. The financial information relating to Picton is prepared in accordance with IFRS and is extracted, as relevant from the audited consolidated financial statements of Picton for the year ended 31 March 2026 and the accompanying investor presentation.
7. The financial information relating to LondonMetric is prepared in accordance with IFRS and is extracted, as relevant from the audited consolidated financial statements of LondonMetric for the year ended 31 March 2026 and the accompanying investor presentation.
8. The financial information relating to SREIT is prepared in accordance with IFRS and is extracted, as relevant from the audited consolidated financial statements of SREIT for the year ended 31 March 2026 and the accompanying investor presentation.
9. LondonMetric's earnings growth is calculated based on its reported earnings per share over the 5-year period from 9.52 to 13.50; the corresponding dividend growth of 7.6 per cent. is calculated based on LondonMetric's dividends per share of 8.65 to 12.45 over the same period, which have been fully covered by earnings throughout the period.
10. Combined sector exposure statistics have been derived from figures references in the sources above in relation to LondonMetric and SREIT as at 31 March 2026 and in relation to Picton the valuation disclosed in Picton's announcement dated 31 July 2026.
11. The implied dividend income uplift for Picton Shareholders is calculated by applying the offer exchange ratio of 0.190 LondonMetric Shares per Picton Share to LondonMetric first quarter 2027 dividend target of 3.15 pence per share, plus the offer exchange ratio of 0.894 SREIT Shares per Picton Share to SREIT Q1 2027 dividend target of 0.90 pence per share, compared to the Picton Q4 2026 dividend declared of 0.95 pence per share.
12. The implied earnings accretion for Picton Shareholders is calculated by applying the offer exchange ratio of 0.190 LondonMetric Shares per Picton Share to LondonMetric's earnings for the year ending 31 March 2026 of 13.5 pence per share, plus the offer exchange ratio of 0.894 SREIT Shares per Picton Share to SREIT's earnings for the year ending 31 March 2026 of 3.4 pence per share, compared to Picton's earnings of 4.0 pence per share for the year ending 31 March 2026.
13. The premium and discount calculations to the price per Picton Share and Picton NTA in this Announcement have been calculated based on the consideration of 78.7 pence per Picton Share, and by reference to:
(a) the Closing Price on 30 July 2026 (being the Latest Practicable Date) of 73.5 pence per Picton Share;
(b) the three-month volume-weighted average Closing Price of 71.6 pence per Picton Share as at 30 July 2026 (being the volume-weighted average Closing Price for the three-month period ended on the Latest Practicable Date);
(c) Picton EPRA NTA per share on 30 June 2026 of 101.5 pence as referred to in paragraph 14 below;
(d) LondonMetric EPRA NTA per share on 31 March 2026 of 200.6 pence per LondonMetric Share (as stated in LondonMetric's final results announcement dated 21 May 2026);
(e) SREIT NAV per share on 31 March 2026 of 60.9 pence per SREIT Share (as stated in SREIT's full year results dated 10 July 2026).
14. Picton's EPRA NTA per share of 101.5 pence is based on Picton net assets of £518.4 million as at 30 June 2026 in Picton's announcement dated 31 July 2026, divided by Picton's issued share count, excluding shares held in Picton's Employee Benefit Trust (see paragraph 2 above).
15. The discount implied by the Acquisition to Picton's GAV is calculated by comparing the Consortium's views on the value attributable to Picton's GAV, being £660 million, against Picton's last reported GAV of £702.3 million as at 30 June 2026 as stated in Picton's announcement dated 31 July 2026.
16. The percentage holdings of existing LondonMetric Shareholders, SREIT Shareholders and Picton Shareholders in the Enlarged Groups have been derived from:
(a) 2,350,984,105 LondonMetric Shares in issue as at the Latest Practicable Date;
(b) 489,110,576 SREIT Shares in issue as at the Latest Practicable Date (excluding 76,554,173 SREIT Shares held in treasury); and
(c) 97,627,134 New LondonMetric Shares, which are expected to be issued to Picton Shareholders on the basis of the exchange ratio of 0.190 LondonMetric Shares, and 459,361,357 New SREIT Shares, which are expected to be issued to Picton Shareholders on the basis of 0.894 SREIT Shares, in each case, for each Picton Share.
17. The issued share capital of LondonMetric of 2,350,984,105 LondonMetric Shares is as stated in LondonMetric's Rule 2.9 announcement dated 9 July 2026.
18. As stated in SREIT's Rule 2.9 announcement dated 24 March 2026, SREIT had in issue 565,664,749 SREIT Shares of no par value with one voting right per SREIT Share. SREIT holds 76,554,173 SREIT Shares in treasury. The total number of voting rights is therefore 489,110,576.
19. The current shareholding of LondonMetric in SREIT is 54,428,634 ordinary shares as at the date of this Announcement.
20. Certain figures in this Announcement have been subject to rounding adjustments.
APPENDIX 3
Summary of Irrevocable Undertakings
|
Name of beneficial holder |
Number of Picton Shares in respect of which undertaking is given |
Percentage of Picton Shares in issue at the Latest Practicable Date |
|
Picton Directors |
1,798,051 |
0.35 |
|
Other Picton Shareholders |
59,967,178 |
11.67 |
|
Total eligible Picton Shares |
61,765,229 |
12.02 |
Irrevocable Undertakings from the Picton Directors
The following Picton Directors have given irrevocable undertakings in respect of their entire beneficial holdings of Picton Shares to vote or procure votes in favour of the Resolution to be proposed at the General Meeting, amounting in aggregate to 1,798,051 Picton Shares, representing approximately 0.35 per cent. of Picton's existing issued ordinary share capital as at close of business on the Latest Practicable Date:
|
Name |
Number of Picton Shares in respect of which undertaking is given |
Percentage of Picton Shares in issue at the Latest Practicable Date |
|
Michael Morris |
1,378,931 |
0.27 |
|
Saira Johnston |
35,434 |
0.01 |
|
Francis Salway |
275,000 |
0.05 |
|
Mark Batten |
33,665 |
0.01 |
|
Helen Beck |
21,176 |
0.00 |
|
Richard Jones |
53,845 |
0.01 |
These irrevocable undertakings will cease to be binding if:
(i) the Consortium announces, with the consent of the Panel, that it does not intend to proceed with the Acquisition and no new, revised or replacement acquisition is announced by the Consortium in accordance with Rule 2.7 of the Takeover Code at the same time;
(ii) any competing offer for the entire issued and to be issued ordinary share capital of Picton is declared unconditional or, if implemented by way of a scheme of arrangement, becomes effective;
(iii) the Acquisition terminates or lapses in accordance with its terms; or
(iv) the Scheme has not become effective, or the Offer announced has not been declared unconditional in all respects 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 Picton and the Consortium, with the approval of the Court and/or the Panel if required).
Other Picton Shareholders Irrevocable Undertakings
The following holder, controller and/or beneficial owner of Picton Shares has given irrevocable undertakings that it shall or shall procure that the registered holder of such Picton Shares shall, amongst other things, vote in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting in relation to the following Picton Shares currently held by them:
|
Name |
Number of Picton Shares in respect of which undertaking is given |
Percentage of Picton Shares in issue at the Latest Practicable Date |
|
TR Property |
59,967,178 |
11.67 |
This irrevocable undertaking will cease to be binding if:
(i) the Scheme Document is not despatched to the Picton Shareholders within 28 days from the date of this Announcement except as permitted by the Takeover Code, or such later date as may be agreed by the Panel provided that the Consortium has not subsequently elected to proceed with the implementation of the Acquisition by way of a Takeover Offer;
(ii) where the Consortium has elected to proceed with the implementation of the Acquisition by way of a Takeover Offer on or before the date referred to in paragraph (i) above, the offer document is not despatched to the Picton Shareholders within 28 days of the date of the publication of the announcement made in accordance with the requirements of paragraph 8 of Appendix 7 of the Takeover Code (or such other date as the Panel may require); or
(iii) the Consortium announces, with the Panel's consent, that it does not intend to make or proceed with the Acquisition and no new replacement Scheme or Takeover Offer is announced by the Consortium in accordance with Rule 2.7 of the Takeover Code at the same time; or
(iv) the Scheme lapses (other than in circumstances where the Consortium has announced a firm intention to proceed with the implementation of the Acquisition by way of a Takeover Offer); or
(v) the Scheme lapses or is withdrawn in accordance with its terms and the Consortium publicly confirms that it does not intend to proceed with the Acquisition or to implement the Acquisition by way of a Takeover Offer; or
(vi) any competing offer for the entire issued and to be issued ordinary share capital of Picton becomes or is declared unconditional in all respects (if implemented by way of a Takeover Offer) or becomes effective (if implemented by way of a Scheme).
If prior to the Scheme becoming effective any person other than the Consortium or any person acting in concert with the Consortium announces a firm intention (in accordance with Rule 2.7 of the Takeover Code) to make an offer (within the meaning of the Takeover Code) to acquire all the equity share capital of Picton (other than that already owned by the person making such offer) (a "Competing Offer") at a price that in TR Property's reasonable opinion represents more than the value of the consideration per Picton Share payable by the Consortium pursuant to this Announcement then TR Property may accept or exercise the voting rights attaching to its shares or undertake to accept or exercise the voting rights attaching to its shares in favour of that Competing Offer.
APPENDIX 4
DEFINITIONS
The following definitions apply throughout this Announcement unless the context requires otherwise:
|
"Acquisition" |
the proposed acquisition by the Consortium of the entire issued and to be issued ordinary share capital of Picton, to be implemented by means of the Scheme (or by way of a Takeover Offer under certain circumstances described in this Announcement) and, where the context requires, any subsequent revision, variation, extension or renewal thereof; |
|
"Admission" |
admission of the New LondonMetric Shares and New SREIT Shares to trading on the Main Market; |
|
"Amended Picton Articles"
|
the articles of incorporation of Picton, as amended to include provisions requiring, amongst other things, a new article under which any Picton Shares issued or transferred after the Scheme Voting Record Time (other than to the Consortium and/or its nominees) shall be automatically transferred to the Consortium (and, where applicable, for consideration to be paid to the transferee or to the original recipient of the Picton Shares so transferred or issued) on the same terms as the Acquisition (other than terms as to timings and formalities), such proposed amendment to be set out in full in the notice of the General Meeting; |
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"Announcement" |
this announcement made pursuant to Rule 2.7 of the Takeover Code; |
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"Authorisations" |
regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals; |
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"Aviva, NatWest and Uncharged Properties" |
the Picton property assets, which are held, directly or indirectly, in corporate or partnership entities subject to Picton's Aviva and NatWest debt facilities, as well as any uncharged assets; |
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"Awards" |
awards under the Picton Share Plans; |
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"Blocking Law" |
(i) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996 (or any law or regulation implementing such Regulation in any member state of the European Union); or (ii) any provision of Council Regulation (EC) No 2271/1996 of 22 November 1996, as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018; |
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"Bid Conduct Agreement" |
the bid conduct agreement to be entered into on or around the date of this Announcement between (1) LondonMetric and (2) SREIT; |
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"Barclays" |
Barclays Bank PLC, acting through its investment bank; |
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"Business Day" |
a day (other than Saturdays, Sundays and public holidays in the UK or Guernsey) on which banks are generally open for normal business in the City of London and Guernsey; |
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"CAGR" |
Compound Annual Growth Rate; |
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"Canada Life Properties" |
the Picton property assets, which are held, directly or indirectly, in corporate, unit trust or partnership entities subject to Picton's Canada Life debt facility; |
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"Closing Price" |
the closing middle market quotation of a share derived from the Daily Official List on any particular date; |
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"Companies Act" |
the Companies Act 2006 (as amended); |
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"Companies Law of Guernsey" |
the Companies (Guernsey) Law, 2008 (as amended); |
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"Conditions" |
the conditions of the Acquisition set out in Appendix 1 to this Announcement and to be set out in full in the Scheme Document; |
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"Confidentiality Agreements" |
the LondonMetric Confidentiality Agreement, the SREIT Confidentiality Agreement, the Picton (LondonMetric) Confidentiality Agreement and the Picton (SREIT) Confidentiality Agreement; |
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"Consortium" |
a consortium comprised of LondonMetric Property Plc and Schroder Real Estate Investment Trust Limited; |
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"Co-operation Agreement" |
The co-operation agreement to be entered into on or around the date of this Announcement between (1) LondonMetric, (2) SREIT and (3) Picton; |
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"Court" |
the Royal Court of Guernsey; |
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"Court Meeting" |
the meeting or meetings of the Scheme Shareholders to be convened pursuant to an order of the Court pursuant to section 107 of the Companies Law of Guernsey 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 the Consortium and Picton), including any adjournment, postponement or reconvention of any such meeting, notice of which shall be contained in the Scheme Document; |
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"Court Order" |
the order of the Court sanctioning the Scheme under the Companies Law of Guernsey; |
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"Court Sanction Hearing" |
the Court hearing at which Picton will seek an order sanctioning the Scheme under Part VIII of the Companies Law of Guernsey; |
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"CREST" |
the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear; |
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"Daily Official List" |
the Daily Official List published by the London Stock Exchange; |
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"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; |
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"Disclosed" |
the information fairly disclosed, in each case in sufficient detail so as to enable a reasonable purchaser to make an informed investment decision: (i) in writing to the Consortium and LondonMetric's and SREIT's respective advisers by, or on behalf of, the Picton Group (including via the virtual data room established by, or on behalf of, Picton for the purposes of the Acquisition) prior to the publication of this Announcement, (ii) to the Consortium and LondonMetric's and SREIT's respective advisers by, or on behalf of, the Picton Group via diligence calls or management meetings held in connection with the Acquisition; (iii) in the annual report and accounts of the Picton Group for the financial year ended 31 March 2026; (iv) in this Announcement; and/or (v) in any other announcement made by, or on behalf of, Picton via a Regulatory Information Service before the publication of this Announcement; |
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"Disclosure Guidance and Transparency Rules" |
the disclosure guidance and transparency rules made by the FCA under Part VI of FSMA; |
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"Effective" |
in the context of the Acquisition: |
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(i) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective in accordance with its terms; or |
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(ii) if the Consortium elects to implement the Acquisition by way of a Takeover Offer, such Takeover Offer having been declared unconditional in all respects in accordance with the requirements of the Takeover Code; |
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"Effective Date" |
the date on which the Acquisition becomes Effective; |
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"Employee Benefit Trust" |
the Picton Property Income Limited Employee Benefit Trust established by Picton on 20 December 2016; |
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"Enlarged Groups" |
the Enlarged LondonMetric Group and the Enlarged SREIT Group; |
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"Enlarged LondonMetric Group" |
the LondonMetric Group as enlarged by the Picton Group following completion of the Acquisition and the Separation; |
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"Enlarged SREIT Group" |
the SREIT Group as enlarged by the Picton Group following completion of the Acquisition and the Separation; |
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"EPRA" |
European Public Real Estate Association; |
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"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; |
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"Euroclear" |
Euroclear UK & International Limited; |
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"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; |
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"Exchange Ratio" |
the LondonMetric Exchange Ratio and the SREIT Exchange Ratio; |
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"Excluded Shares" |
any Picton Shares which are: (i) registered in the name of, or beneficially owned by, LondonMetric, SREIT or any other member of the LondonMetric Group or SREIT Group or any of their respective nominees; or (ii) held as treasury shares (unless such Picton Shares cease to be so held), in each case at any relevant time; |
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"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; |
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"Forms of Proxy" |
the forms of proxy in connection with each of the Court Meeting and the General Meeting which will accompany the Scheme Document; |
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"FSMA" |
the Financial Services and Markets Act 2000, as amended from time to time; |
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"GAV" |
gross asset value, representing the value of total real estate assets owned by Picton; |
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"General Meeting" |
the general meeting of Picton Shareholders (including any adjournment or postponement thereof) to be convened for the purposes of seeking approval of the Resolution; |
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"GFSC" |
the Guernsey Financial Services Commission; |
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"Guernsey" |
the Island of Guernsey; |
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"IFRS" |
International Financial Reporting Standards; |
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"IMA" |
the SREIT investment management agreement dated 15 December 2023 between SREIT and the SREIT Manager (as amended and varied from time to time); |
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"ISIN" |
International Securities Identification Number; |
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"Jefferies" |
Jefferies International Limited; |
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"J.P. Morgan Cazenove" |
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove; |
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"Latest Practicable Date" |
30 July 2026; |
|
"Lock-in Agreement" |
the lock-in agreement to be entered into on or around the date of this Announcement between (1) LondonMetric, and (2) SREIT, pursuant to which LondonMetric has agreed to a six-month lock-in commencing upon completion of the Acquisition, restricting the disposal of its shareholding in SREIT, subject to certain limited customary exceptions; |
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"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 One Curzon Street, London, W1J 5HB; |
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"LondonMetric Confidentiality Agreement" |
the confidentiality agreement dated 22 June 2026 between (1) LondonMetric, and (2) Picton, pursuant to which Picton has undertaken to keep confidential information relating to LondonMetric disclosed to Picton in connection with reverse due diligence on LondonMetric; |
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"LondonMetric Exchange Ratio" |
0.190 New LondonMetric Shares for each Picton Share (subject to adjustment in accordance with the terms of this Announcement); |
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"LondonMetric Group" |
LondonMetric and its subsidiaries and subsidiary undertakings from time to time and, where the context permits, each of them; |
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"LondonMetric Shareholders" |
the holders of LondonMetric Shares from time to time; |
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"LondonMetric Shares" |
the ordinary shares of 10 pence each in the share capital of LondonMetric and each being a "LondonMetric Share"; |
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"London Stock Exchange" |
London Stock Exchange plc; |
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"Long-stop Date" |
31 January 2027 or such later date (if any) as the Consortium and Picton may (with the consent of the Panel) agree and (if required) the Court may approve; |
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"LTV" |
loan-to-value; |
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"Main Market" |
the London Stock Exchange's main market for listed securities; |
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"Market Abuse Regulation" |
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; |
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"MSCI" |
Morgan Stanley Capital International; |
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"Net Asset Value" or "NAV" |
the value of the assets of the Picton Group, LondonMetric Group, SREIT Group or the Enlarged Groups, as applicable, less its liabilities, determined in accordance with the accounting policies adopted by the Picton Group, the LondonMetric Group, the SREIT Group or the Enlarged Groups, as applicable, from time to time or, as the context requires, the Net Asset Value per Picton Share or per LondonMetric Share or per SREIT Share calculated in accordance with Picton's or LondonMetric's or SREIT's accounting policies, as applicable; |
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"New LondonMetric Shares" |
the LondonMetric Shares proposed to be allotted and issued to Scheme Shareholders in connection with the Scheme; |
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"New SREIT Shares" |
the SREIT Shares proposed to be issued to Scheme Shareholders in connection with the Scheme; |
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"NIY" |
net initial yield; |
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"NNN REIT" |
triple net REIT; |
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"Offer Period" |
the offer period (as defined by the Takeover Code) relating to Picton, which commenced on the date of this Announcement; |
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"Official List" |
the Official List of the FCA; |
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"Opening Position Disclosure" |
has the same meaning as in Rule 8 of the Takeover Code; |
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"Original Possible Offer Announcement" |
the announcement released by the Consortium and Picton regarding a proposed offer on 12 May 2026 |
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"Original Proposal" |
the original exchange ratio which comprised of 0.190 new LondonMetric Shares and 0.881 new SREIT Shares per Picton Share |
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"Overseas Shareholders" |
Picton Shareholders (or nominees of, or custodians or trustees for Picton Shareholders) not resident in, or nationals or citizens of, the United Kingdom or Guernsey; |
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"Panel" |
the Panel on Takeovers and Mergers; |
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"Panmure Liberum" "Peel Hunt" |
Panmure Liberum Limited; Peel Hunt LLP; |
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"Picton" or the "Company"
|
Picton Property Income Limited, a non-cellular company incorporated under the laws of Guernsey with registered number 43673 and which has its registered office address at Ground Floor, Plaza House, Admiral Park, St Peter Port, Guernsey, GY1 2HU; |
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"Picton (LondonMetric) Confidentiality Agreement" |
the confidentiality agreement dated 4 February 2026 between (1) LondonMetric, and (2) Picton, pursuant to which LondonMetric has undertaken to keep confidential information relating to Picton disclosed to LondonMetric in connection with the Acquisition; |
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"Picton (SREIT) Confidentiality Agreement" |
the confidentiality agreement dated 5 February 2026 between (1) SREIT, and (2) Picton, pursuant to which SREIT has undertaken to keep confidential information relating to Picton disclosed to SREIT in connection with the Acquisition; |
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"Picton Directors" |
the directors of Picton at the date of this Announcement or, where the context so requires, the directors of Picton from time to time; |
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"Picton Permitted Dividend" |
the Picton first quarter dividend for the quarter ending 30 June 2026 of 0.69 pence per Picton Share; |
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"Picton Group" or "Group" |
Picton and its subsidiaries and subsidiary undertakings from time to time and, where the context permits, each of them; |
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"Picton Shareholders" |
the holders of Picton Shares from time to time; |
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"Picton Share Plans" |
(i) Picton Property Income Limited 2016 Long Term Incentive Plan (which includes the Picton CSOP Sub-Plan); and (ii) Picton Property Income Limited 2018 Deferred Bonus Plan; |
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"Picton Shares" |
ordinary shares of no par value in the share capital of Picton and each being a "Picton Share"; |
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"Regulatory Information Service" |
a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange's website; |
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"REIT" |
real estate investment trust; |
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"Resolution" |
such shareholder resolution (or resolutions) of Picton to be proposed at the General Meeting as may be necessary to approve, implement and effect the Scheme and the Acquisition, including (without limitation) authorising the Picton Directors to take all actions as they may consider necessary or appropriate to give effect to the Scheme and a resolution to approve the Amended Picton Articles; |
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"Restricted Jurisdiction" |
any jurisdiction into which, or from which, making the Acquisition or this Announcement available would violate the laws or regulations of that jurisdiction or may result in a significant risk of civil, regulatory or criminal exposure; |
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"Scheme" |
the proposed scheme of arrangement under Part VIII of the Companies Law of Guernsey between Picton and Scheme Shareholders in connection with the Acquisition, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Picton and the Consortium; |
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"Scheme Document" |
the document to be sent to Picton Shareholders containing, amongst other things, the full terms and conditions of the Scheme, an explanatory statement in compliance with Part VIII of the Companies Law of Guernsey, and the notices convening the Court Meeting and the General Meeting; |
|
"Scheme Record Time" |
the time and date specified 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 day of, or the Business Day immediately after, the Court Sanction Hearing, or such other time as the Consortium and Picton may agree; |
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"Scheme Shareholder" |
a holder of Scheme Shares from time to time; |
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"Scheme Shares" |
all Picton Shares: |
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(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 |
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(iii) (if any) issued at or after the Scheme Voting Record Time but on or before the Scheme Record Time (including any Picton Shares issued in that period to satisfy the exercise of options or vesting of Awards pursuant to the Picton Share Plans) 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, |
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(iv) in each case which remain in issue at the Scheme Record Time and excluding any Excluded Shares; |
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"Scheme Voting Record Time" |
the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting will be determined; |
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"Schroders Capital" |
those subsidiaries and affiliates of Schroders plc that together comprise the private markets investment division; |
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"Separation" |
the reorganisation of the Picton Group to be effected following completion of the Acquisition in accordance with the Separation Term Sheet, pursuant to which (i) certain assets and liabilities of the Picton Group will be transferred to a wholly-owned subsidiary of LondonMetric, (ii) subject to certain put and call option arrangements being exercised, LondonMetric will transfer its shares in Picton to SREIT, and (iii) Picton will become a wholly-owned subsidiary of SREIT; |
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"Separation Term Sheet" |
the separation term sheet dated on or around the date of this Announcement between (1) LondonMetric, and (2) SREIT, governing the terms of the Separation; |
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"Significant Interest" |
in relation to an undertaking or partnership, a direct or indirect interest of 20 per cent. or more of the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking or the relevant partnership interest; |
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"SREIT" |
Schroder Real Estate Investment Trust Limited, a closed-ended investment fund incorporated under the laws of Guernsey with registered number 41959 and which has its registered office address at 2nd Floor, Dorey Court, Elizabeth Avenue, St. Peter Port, Guernsey, GY1 2HT; |
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"SREIT Confidentiality Agreement" |
the confidentiality agreement dated 22 May 2026 between (1) SREIT, and (2) Picton, pursuant to which Picton has undertaken to keep confidential information relating to SREIT disclosed to Picton in connection with reverse due diligence on SREIT; |
|
"SREIT Exchange Ratio" |
0.894 New SREIT Shares for each Picton Share; |
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"SREIT Group" |
SREIT and its subsidiaries and subsidiary undertakings from time to time and, where the context permits, each of them; |
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"SREIT Manager" |
Schroder Real Estate Investment Management Limited; |
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"SREIT Shareholders" |
the holders of SREIT Shares from time to time; |
|
"SREIT Shares" |
the ordinary shares of no par value in the share capital of SREIT and each being a "SREIT Share"; |
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"Stifel" |
Stifel Nicolaus Europe Limited; |
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"Strategic Review and FSP" |
the strategic review and formal sales process announced by Picton on 13 January 2026; |
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"Takeover Code" |
the City Code on Takeovers and Mergers; |
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"Takeover Offer" |
if the Acquisition is implemented by way of a takeover offer (which shall be an offer for the purposes of section 337 of the Companies Law of Guernsey), the offer to be made by or on behalf of the Consortium to acquire the entire issued and to be issued ordinary share capital of Picton including, where the context admits, any subsequent revision, variation, extension or renewal of such offer; |
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"Third Party" |
each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory (including but not limited to anti-trust), environmental, administrative, professional, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body, any entity owned or controlled by any relevant government or state or any other body or person whatsoever in any jurisdiction; |
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"UK 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; |
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"UK-REIT" |
a UK real estate investment trust under Part 12 of the Corporation Tax Act 2010; |
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"United Kingdom" or "UK" |
the United Kingdom of Great Britain and Northern Ireland; |
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"United Nations" |
the international organisation founded in 1945 with 193 member states; |
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"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; |
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"US Exchange Act" |
the United States Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder; |
|
"US Securities Act" |
the United States Securities Act of 1933, and the rules and regulations promulgated thereunder; |
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"Wider LondonMetric Group" |
LondonMetric and its respective subsidiary and associated undertakings and any other body corporate, partnership, joint venture or person in which LondonMetric and/or such undertakings (aggregating their interests) have a Significant Interest; |
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"Wider Picton Group" |
Picton and its subsidiary and associated undertakings and any other body corporate, partnership, joint venture or person in which Picton and/or such undertakings (aggregating their interests) have a Significant Interest; and |
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"Wider SREIT Group" |
SREIT and its respective subsidiary and associated undertakings and any other body corporate, partnership, joint venture or person in which SREIT and/or such undertakings (aggregating their interests) have a Significant Interest. |
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In this Announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" 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.
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Companies
LondonMetric Property (LMP)Picton Property Income Ltd (PCTN)
Schroder Real Estate Investment Trust Ltd (SREI)
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