Response to Announcement by Picton
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS OF ANY SUCH OFFER.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION IN RELATION TO LONDONMETRIC PROPERTY PLC AND SCHRODER REAL ESTATE INVESTMENT TRUST LIMITED.
FOR IMMEDIATE RELEASE
24 March 2026
Response to Announcement by Picton Property Income Limited ("Picton")
In response to the announcement by Picton on 24 March 2026, LondonMetric Property Plc ("LondonMetric") and Schroder Real Estate Investment Trust Limited ("SREIT") (together, the "Consortium") confirm that they are considering a possible offer for Picton.
The Consortium confirms that discussions with Picton are at an early stage and that on 4 March 2026, it submitted an indicative, non-binding proposal to the Board of Picton. Should a firm offer be made, it is currently envisaged that the transaction would be structured as an all-share offer, under which shareholders of Picton would receive both new LondonMetric shares and new SREIT shares in proportions to be determined by the Consortium to reflect the respective interests of each of LondonMetric and SREIT in the underlying assets of Picton.
The Consortium believes the possible all-share offer would provide Picton's shareholders with an opportunity to realise an accelerated return on their investment in Picton whilst rolling their holdings into two market leading UK listed REITs of scale.
In accordance with Rule 2.5(a) of the Code, the Consortium reserves the right to introduce other forms of consideration and/or to vary the composition of the consideration as described in this announcement.
There can be no certainty that any firm offer for Picton will be made by the Consortium, nor as to the terms on which any such offer might be made. A further announcement will be made as and when appropriate.
As previously announced by Picton, the Panel on Takeovers and Mergers (the "Panel") has granted a dispensation from the requirements of Rule 2.6(a) of the Code in relation to Picton's formal sale process, such that potential offerors participating in that process are not subject to the 28 day deadline referred to in Rule 2.6(a) of the Code, for so long as they are participating in that process. Accordingly, so long as LondonMetric and SREIT continue to participate in the formal sale process, the Consortium will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code.
As a consequence of this announcement/the announcement by Picton, SREIT has been identified as a securities exchange offeror for the purposes of the Code. The attention of SREIT shareholders is drawn to the disclosure requirements of Rule 8 of the Code which are summarised below. The deadline for opening position disclosures for SREIT shareholders will be 3.30pm on 9 April 2026.
Enquiries:
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LondonMetric |
+44 (0)20 7484 9000 |
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Andrew Jones |
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Martin McGann |
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Gareth Price |
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Jefferies International Limited (Joint Financial Adviser to LondonMetric) |
+44 (0)20 7029 8000 |
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Ed Matthews |
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Thomas Bective |
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Jee Lee |
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Peel Hunt LLP (Joint Financial Adviser and Corporate Broker to LondonMetric) |
+44 (0)20 7418 8900 |
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Capel Irwin |
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Michael Nicholson |
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Henry Nicholls |
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FTI Consulting (PR Adviser to LondonMetric) |
+44 (0)20 3727 1000 |
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Dido Laurimore |
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Andrew Davis |
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SREIT |
+44 (0)20 7658 6000 |
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Nick Montgomery |
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Bradley Biggins |
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Katherine Fyfe |
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J.P. Morgan Cazenove (Financial Adviser to SREIT) |
+44 (0)20 3493 8000 |
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Jonty Edwards |
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William Simmonds |
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Paul Pulze |
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FTI Consulting (PR Adviser to SREIT) |
+44 (0)20 3727 1000 |
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Richard Gotla |
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Oliver Parsons |
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Important Notices
Jefferies International Limited ("Jefferies"), which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are 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.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for LondonMetric and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or 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 this announcement, any statement contained herein or otherwise.
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 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.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.
The release, distribution or publication of this announcement in whole or in part, directly or indirectly in, into or from jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
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 LondonMetric and SREIT. 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 LondonMetric is Gareth Price, Investor Relations.
The person responsible for arranging the release of this announcement on behalf of SREIT is Katherine Fyfe, Company Secretary.
Disclosure Requirements of the Code
Under Rule 8.3(a) of the 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 following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 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, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover 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.
Rule 2.4 information
In accordance with Rule 2.4(c)(iii) of the Code, the Consortium confirms that it is not aware of any dealings in Picton shares that would require a minimum level, or particular form, of consideration that it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate) if it were to make an offer. However, prior to this announcement it has not been practicable for the Consortium to make enquiries of all persons acting in concert with it to determine whether any dealings in Picton shares by such persons give rise to a requirement under Rule 6 or Rule 11 of the Code for the Consortium, if it were to make an offer, to offer any minimum level, or particular form, of consideration. Any such details shall be announced as soon as practicable and in any event by no later than the deadline for SREIT's Opening Position Disclosure.
In accordance with Rule 2.4(c)(iv) of the Code, the Consortium confirms that neither it nor any person acting in concert with it has any dealing arrangement of the kind referred to in Note 11 on the definition of "acting in concert" in the Code in relation to Picton shares or in relation to securities of LondonMetric or SREIT.
Rule 2.9
LondonMetric published its Rule 2.9 announcement on 12 February 2026 following the announcement by Picton which identified LondonMetric as a potential offeror. In that announcement, LondonMetric confirmed that it had in issue 2,344,406,347 ordinary shares of 10 pence each with one voting right per share. LondonMetric does not hold any ordinary shares in treasury. The total number of voting rights is therefore 2,344,406,347. The LondonMetric ordinary shares are admitted to trading on the London Stock Exchange. Its International Securities Identification Number (the "ISIN") code is GB00B4WFW713 and its Legal Entity Identifier (the "LEI") is 213800OCERWWPQDURL87 .
In accordance with Rule 2.9 of the Code, SREIT confirms that, as at the date of this announcement, it had in issue 565,664,749 ordinary shares of no par value with one voting right per share. SREIT holds 76,554,173 ordinary shares in treasury. The total number of voting rights is therefore 489,110,576. The SREIT ordinary shares are admitted to trading on the London Stock Exchange. Its ISIN code is GB00B01HM147 and its LEI is 549300ZIJJTMTIIQJP67.
Rule 26.1 Disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://www.londonmetric.com/news-and-media/press-release and https://www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/schroder-real-estate-investment-trust/corporate-governance/ by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the websites referred to in this announcement is not incorporated into, and does not form part of, this announcement.
This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
No profit forecasts and estimates
No statement in this announcement is intended to constitute a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the earnings or earnings per share or dividend per share for LondonMetric, SREIT or Picton, 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 or Picton, as appropriate.
Additional Information
This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Picton who are not resident in the United Kingdom may be affected by the laws of other relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Picton who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.
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Companies
LondonMetric Property (LMP)Picton Property Income Ltd (PCTN)
Schroder Real Estate Investment Trust Ltd (SREI)
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