Recommended Offer for Picton Property Income

Summary by AI ^BETAClose X

LondonMetric Property PLC and Schroder Real Estate Investment Trust Limited have agreed to a recommended all-share offer to acquire Picton Property Income Limited for approximately £404 million. Picton shareholders will receive 0.190 LondonMetric shares and 0.894 SREIT shares per Picton share, representing a premium of 7.0% to the recent closing price. This transaction is expected to result in a 39.4% earnings accretion and a 47.4% increase in dividend income for Picton shareholders. The deal is structured as a court-sanctioned scheme of arrangement and is anticipated to complete in early September 2026.

Disclaimer*

Picton Property Income Limited

31 July 2026

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")

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:

· 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.

________________________

^† _{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.).

________________________

¥ _{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:

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.

________________________

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:

LondonMetric Property Plc		Schroder Real Estate Investment Trust Limited

LondonMetric	+44 (0)20 7484 9000	SREIT	+44 (0)20 7658 6000
Andrew Jones Martin McGann Gareth Price		Nick Montgomery Bradley Biggins Katherine Fyfe

Peel Hunt LLP	+44 (0)20 7418 8900	J.P. Morgan Cazenove	+44 (0)20 3493 8000
Joint Financial Adviser and Corporate Broker to LondonMetric		Sole Financial Adviser and Corporate Broker to SREIT
Capel Irwin Michael Nicholson Chloe Ponsonby Henry Nicholls		James A. Kelly William Simmonds Paul Pulze Ayoosh Choudhary

Jefferies International Limited	+44 (0)20 7029 8000	FTI Consulting	+44 (0)20 3727 1000
Joint Financial Adviser to LondonMetric		PR Adviser to SREIT
Ed Matthews Thomas Bective Jee Lee Shuo Jun Lin		Richard Gotla Oliver Parsons

Barclays Bank PLC	+44 (0)20 7623 2323
Joint Financial Adviser and Corporate Broker to LondonMetric
Bronson Albery Callum West Mark Gunalan Ronak Shah

FTI Consulting	+44 (0)20 3727 1000
PR Adviser to LondonMetric
Dido Laurimore
Andrew Davis

Picton Property Income Limited

Picton	+44 (0)20 7628 4800
Michael Morris Saira Johnston

Stifel Nicolaus Europe Limited	+44 (0)20 7710 7600
Sole Financial Adviser to Picton
Mark Young Jonathan Wilkes-Green Jason Grossman Catriona Neville

Panmure Liberum Limited	+44 (0)20 3100 2000
Joint Corporate Broker to Picton
David Watkins Jamie Richards

Tavistock	+44 (0)20 7920 3150
PR Adviser to Picton
James Verstringhe James Whitmore

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.

FOR IMMEDIATE RELEASE

31 July 2026

RECOMMENDED ALL-SHARE OFFER FOR

PICTON PROPERTY INCOME LIMITED ("PICTON")

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^†;