Update on the Proposed Offer for 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 RELATING TO A PROPOSED 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.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION IN RELATION TO SCHRODER REAL ESTATE INVESTMENT TRUST LIMITED.
FOR IMMEDIATE RELEASE
16 June 2026
Update on the Proposed Offer for Picton Property Income Limited by LondonMetric Property Plc and Schroder Real Estate Investment Trust Limited
Further to the joint announcement made by LondonMetric Property Plc ("LondonMetric"), Schroder Real Estate Investment Trust Limited ("SREIT") (together, the "Consortium") and Picton Property Income Limited ("Picton") on 12 May 2026 in relation to the non-binding, indicative all-share offer for the entire issued and to be issued share capital of Picton (the "Proposed Offer"), the Consortium is pleased to provide further information on the terms of the transaction and an update on progress towards a firm offer.
Progress Update
Since the announcement of the Proposed Offer, the Consortium has progressed confirmatory due diligence, which is advancing well, and is finalising the relevant transaction documentation with a view to announcing a firm intention to make an offer pursuant to Rule 2.7 of the Code.
The Proposed Offer
As announced on 12 May 2026, under the terms of the Proposed Offer, Picton Shareholders would receive:
0.190 LondonMetric Shares and 0.881 SREIT Shares per Picton Share (the "Proposed Consideration")
Based on the closing share prices of LondonMetric of 185.2 pence and SREIT of 47.3 pence on 15 June 2026 (being the latest practicable date prior to this announcement), the Proposed Offer values the entire issued and to be issued share capital of Picton at £396 million and implies a value of 76.9 pence per Picton Share, of which 46 per cent. relates to LondonMetric Shares and 54 per cent. relates to SREIT Shares, reflecting the respective interests of each of LondonMetric and SREIT in the underlying assets of Picton.
Andrew Jones, Chief Executive of LondonMetric, and Nick Montgomery, Global Head of Real Estate, Schroders Capital, and Fund Manager at SREIT, said:
"Since announcing our proposal on 12th of May, we have made steady progress and are advancing towards a Rule 2.7 announcement. The transaction is expected to deliver a material and immediate uplift in dividend income for Picton shareholders, while allocating assets to the platforms that we believe are best positioned to unlock their full value and providing exposure to two enlarged, more liquid and complementary UK-listed REITs."
Highlights of the Proposed Offer
The Consortium believes that the Proposed Offer will deliver the following key outcomes for Picton Shareholders:
• Represents a highly attractive offer for Picton assets with material upside benefits to Picton Shareholders immediately from completion, with:
o implied earnings accretion of 37.7 per cent. on a pro-forma basis using full year results for the year ended 31 March 2026 for Picton and LondonMetric, and the last twelve months ended 31 December 2025 for SREIT (see "Sources and bases" further below in this announcement);†
o a very material, immediate increase in dividend income for Picton Shareholders of 46.2 per cent. based on the LondonMetric Q1 2027 dividend target of 3.15 pence per LondonMetric Share, SREIT's Q4 2026 declared dividend of 0.90 pence per SREIT Share and Picton's Q4 2026 declared dividend of 0.95 pence per Picton Share;†
o a 5.8 per cent. GAV discount, based on Picton's portfolio valuation as at 31 March 2026, reflecting an EPRA NIY of 4.7 per cent.;
o an 8.6 per cent. EPRA NTA discount based on Picton's EPRA NTA per Picton Share as at 31 March 2026, SREIT's NAV per SREIT Share as at 31 December 2025 and LondonMetric's EPRA NTA per LondonMetric Share as at 31 March 2026; and
o an implied market value of 76.9 pence per Picton share based on the closing share prices of SREIT and LondonMetric on 15 June 2026, being the latest practicable date prior to this announcement. The implied market value represents a premium of 9.0 per cent. to the closing Picton's share price on 15 June 2026, being the latest practicable date prior to this announcement.
• Demonstrates a creative and highly disciplined deployment of capital which is expected to result in:
o an asset mix which is highly complementary to each of SREIT and LondonMetric, reflective of their existing respective portfolio mix;
o Picton Shareholders retain exposure to Picton's assets and debt structures;
o increased scale, granularity and diversification across the respective businesses of SREIT and LondonMetric; and
o marginal earnings accretion for LondonMetric and earnings accretion for SREIT in the first full year and complementary thereafter, reinforcing the financial viability and rationale of the offer.†
• For Picton Shareholders, delivers re-investment and future upside in two enlarged, high quality UK-listed REITs with:
o strong track records of income growth:
§ the SREIT team has delivered consistent earnings growth, representing a CAGR of 7.0 per cent. per annum over 5 years from FY20 to FY25, underpinning fully covered dividend growth of 5.2 per cent. per annum over the same period;
§ the LondonMetric team has delivered consistent earnings growth of 7.2 per cent. per annum over 5 years from FY21 to FY26, underpinning fully covered dividend growth of 7.6 per cent. per annum over the same period;
o benefits of scale immediately being passed to enlarged SREIT Shareholders on an EPRA basis, with SREIT's EPRA cost ratio 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 and LondonMetric, superior debt profiles with access to cheaper cost of financing; and
o the Proposed Offer provides the opportunity for Picton Shareholders to remain invested in:
• a highly liquid leading FTSE 100 REIT that has traded at a very narrow average discount to its NAV of 1 per cent. over the last five years; and
• a market leading FTSE 250-sized REIT, benefitting from the extensive resources of Schroders Capital including access to distribution and marketing platforms, and that has the potential to be an active sector consolidator with increased growth capacity.
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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 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 proposed Consortium structure allocates Picton's assets between LondonMetric and SREIT such that:
• the structure is aligned with Picton's debt profile;
• 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");
• the Canada Life Properties were valued at £320 million as at 31 March 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 31 March 2026 which LondonMetric would acquire under the proposed terms are listed below:
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• Address |
• Subsector |
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• Parkbury Industrial Estate, Handley Page Way, Radlett |
• Industrial |
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• Datapoint, Cody Road, London |
• Industrial |
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• Sundon Business Park, Dencora Way, Luton |
• Industrial |
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• The Business Centre, Molly Millars Lane, Wokingham |
• Industrial |
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• Nonsuch Industrial Estate, 1-25 Kiln Lane, Epsom, Surrey |
• Industrial |
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• Vigo 250, Birtley Road, Washington, Tyne and Wear |
• Industrial |
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• 401 Grafton Gate East, Milton Keynes |
• Offices |
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• Units 1 & 2, Kettlestring Lane, York |
• Industrial |
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• Swiftbox, Haynes Way, Rugby |
• Industrial |
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• Metro, Salford Quays, Manchester |
• Offices |
• as at 31 March 2026, the average net initial yield of the assets being acquired by LondonMetric was 4.7 per cent.;
• LondonMetric will also acquire the net cash assets of Picton, which is expected to be approximately £24 million in aggregate on completion, based on Picton financial results for the year ended 31 March 2026 and adjusting for the ordinary course Q4 dividend of 0.95 pence per Picton Share for the period ending 31 March 2026; and
• as announced on 12 May 2026, if the transaction completes, and if any further dividend payments made prior to completion are uncovered by cash earnings, the Consortium reserves the right to reduce the exchange ratios.
• 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 net loan to value ratio will 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 £380 million as at 31 March 2026 and comprise 22 properties†, split across subsectors in the following proportions: Industrial (55 per cent.), Office (29 per cent.), Retail Warehouse (12 per cent.), Retail and Other (4 per cent.).The top 10 assets by market value as at 31 March 2026 which SREIT would acquire under the proposed terms are listed below:
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• Address |
• Subsector |
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• River Way Industrial Estate, River Way, Harlow |
• Industrial |
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• Express Business Park, Shipton Way, Rushden |
• Industrial |
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• Madleaze Trading Estate and Mill Place, Gloucester |
• Industrial |
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• Lyon Business Park, River Road, Barking |
• Industrial |
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• 50 Farringdon Road, London EC1 |
• Offices |
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• Tower Wharf, Cheese Lane, Bristol |
• Offices |
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• Trent Road, Grantham |
• Industrial |
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• Queens Road, Sheffield |
• Retail Warehouse |
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• Colchester Business Park, The Crescent, Colchester |
• Offices |
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• Parc Tawe, North Retail Park, Link Road, Swansea |
• Retail Warehouse |
• as at 31 March 2026, the average net initial yield of the assets being acquired by SREIT was 4.7 per cent; and
• the combination complements 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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† Excludes the disposal of the residual Cardiff asset, which was completed post financial year ended 31 March 2026.
Further information on SREIT Manager Arrangements
Following completion of the transaction, SREIT would immediately pass the benefits of scale to SREIT Shareholders through an IMA fee reduction of 10 basis points across all tiers with the revised fee tiering based 50 per cent. on NAV and 50 per cent. on the lower of NAV and market capitalisation. Schroder Real Estate Investment Management Limited, the investment manager of SREIT, has also agreed to take a one-year IMA fee waiver spread over 24 months on the share of Picton NAV to be taken by SREIT immediately following completion of the transaction.
In conjunction with the Board of SREIT, Schroders continues to progress succession planning for Nick Montgomery, given his wider responsibilities. Nick remains fully committed to the Proposed Offer 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 SREIT Board and Schroders. 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' 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 are supporting the ongoing due diligence process in relation to the Proposed Offer.
As part of the organisational integration process, SREIT and LondonMetric will continue to closely assess employee retention opportunities in the interim period to support the integration and over the long-term, including undertaking a talent review of Picton's existing staff members to determine where there is a strong fit and opportunity to deliver incremental value.
Shareholder Support
The Consortium has received a letter of intent from Picton's largest shareholder, TR Property Investment Trust plc ("TR Property") to vote in favour of all relevant resolutions to effect a scheme of arrangement in respect of the Proposed Offer or, in the event that the Proposed Offer is implemented by way of a takeover offer, to accept or procure the acceptance of the takeover offer (the "TR Letter of Intent"). The TR Letter of Intent is in respect of TR Property's entire beneficial interest in Picton shares amounting to 58,430,209 Picton Shares, representing approximately 11.4 per cent. of the voting rights of Picton as at 11 May 2026 (being the latest practicable date prior to the Possible Offer announcement made on 12 May 2026). The Consortium notes that, in the announcement of its final results on 10 June 2026, TR Property confirmed its support for the Proposed Offer.
Lender Support
The Consortium and Picton have been in discussions with Canada Life and Aviva who have indicated preliminary support for the transaction and willingness to provide a pre-emptive change of control waiver in respect of the £129.0 million Canada Life facility and £79.0 million Aviva facility respectively, subject to agreement, credit approval and finalisation of requisite documentation. These waivers would satisfy one of the pre-conditions to a firm offer announcement as set out further below in this announcement.
Dividends
If a firm offer is made in accordance with the joint announcement made by the Consortium and Picton on 12 May 2026, and Picton Shareholders approve the transaction, Picton Shareholders will be permitted to receive and retain an ordinary course quarterly dividend of 0.95 pence per Picton Share for the period ending 31 March 2026 (the "Permitted Picton May Dividend"). In addition to the Permitted Picton May Dividend, Picton Shareholders will be permitted to receive and retain other future ordinary course dividends (in line with recent historical practice as to timing and amount), but only to the extent that they are covered by cash earnings for the period to which the dividend relates ("Permitted Future Cash Covered Dividends"). If Picton declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders in excess of the Permitted Picton May Dividend and / or the Permitted Future Cash Covered Dividends, the Consortium reserves the right to make a reduction to the Proposed Consideration equivalent to that excess dividend or distribution or other return of value or pay an equalisation dividend to their respective shareholders to a common date.
Pre-conditions to a Firm Offer Announcement
As outlined in the announcement made on 12 May 2026, the announcement of any firm offer for Picton by the Consortium is subject to and conditional upon the prior satisfaction of certain pre-conditions. These pre-conditions include:
• the completion of confirmatory due diligence to the satisfaction of the Consortium;
• the provision of certain consents, waivers and approvals by each of Picton's lenders;
• approvals from the Boards of LondonMetric and SREIT; and
• in the event that a firm offer is made by the Consortium on the terms of the Proposed Offer, receipt by the Consortium of confirmation by the Picton Board of its intention to provide its unanimous recommendation of the Proposed Offer to Picton Shareholders supported by its financial adviser for the purposes of Rule 3 of the Code as to the financial terms of the Proposed Offer.
The Consortium reserves the right to waive any or all of these pre-conditions in its sole discretion. Even in the event that these pre-conditions are satisfied or waived, there can be no certainty that any firm offer will be made.
In accordance with Rule 2.5(a) of the Code, the Consortium also reserves the following rights:
(1) to introduce other forms of consideration and/or to vary the composition of the consideration as described in this announcement; and
(2) to make an offer for Picton at a lower value or on less favourable terms than the Proposed Offer:
i. with the agreement or recommendation of the Board of Picton;
ii. if a third party announces a firm intention to make an offer for Picton which, at that date, is of a value less than the value of the Proposed Offer; or
iii. following the announcement by Picton of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).
Other notices
There can be no certainty that any firm offer for Picton will be made by the Consortium. 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 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.
The Proposed Offer is expected to be implemented by way of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended). However, the Consortium reserves the right to implement the Proposed Offer, if made, by way of a contractual offer.
To the extent the Proposed Offer is implemented by way of a scheme of arrangement, it will require approval by Picton Shareholders at (i) a Picton Shareholder meeting convened by the Court to approve the scheme of arrangement and (ii) a general meeting of Picton.
Approvals will not be required from LondonMetric or SREIT Shareholders to seek authority for the issuance of new LondonMetric or SREIT shares.
The sources and bases for certain information contained in this announcement are set out below. This announcement has been made with the consent of LondonMetric and SREIT.
Capitalised terms used in this announcement are defined below.
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 |
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Nick Montgomery |
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Martin McGann |
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Bradley Biggins |
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Gareth Price |
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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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Financial Adviser and Corporate Broker to SREIT |
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Capel Irwin |
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James A. Kelly |
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Michael Nicholson Chloe Ponsonby |
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William Simmonds |
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Henry Nicholls |
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Paul Pulze |
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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 |
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Richard Gotla |
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Thomas Bective |
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Oliver Parsons |
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Jee Lee |
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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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Sources and Bases
In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.
• The value of the Proposed Offer is calculated by reference to the closing share prices (being the closing middle market prices derived from the London Stock Exchange Daily Official List) for LondonMetric and SREIT as at 15 June 2026, being the latest practicable date prior to this announcement.
• The discount implied by the Proposed Offer to Picton's Gross Asset Value 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 £701 million as at 31 March 2026 as stated in Picton's full year results dated 12 June 2026.
• The fair value of the disposed residual Cardiff asset as at 31 March 2026 is implied to be approximately £0.93 million, based on the achieved disposal price of £1.2 million, representing a 30 per cent. premium to the 31 March 2026 portfolio valuation.
• Picton's EPRA NTA per Picton Share of 101.2 pence on a fully diluted basis is based on Picton net assets of £522 million as at 31 March 2026 in Picton's full year results dated 12 June 2026, divided by Picton's fully diluted share count (see below).
• SREIT's NAV per SREIT Share of 61.7 pence as at 31 December 2025 is as stated in SREIT's NAV update announcement dated 26 February 2026.
• LondonMetric's EPRA NTA per LondonMetric share of 200.6 pence as at 31 March 2026 is as stated in LondonMetric's final results announcement dated 21 May 2026.
• The parties have agreed with the Takeover Panel that, if a firm offer is announced for Picton, Rule 29 valuation reports in respect of any net asset value or portfolio valuation previously published by Picton, LondonMetric or SREIT will be published in due course and, in any event, no later than the publication of any offer document or scheme document relating to that offer.
• SREIT's earnings growth is calculated based on its reported earnings per share over the 5-year period from 2.50 to 3.50; the corresponding dividend growth of 5.2 per cent. Is calculated based on SREIT's dividends per share of 2.72 to 3.50 over the same period.
• 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.
• The Undisturbed Date share price of 77.5 pence per Picton Share is the closing middle market price derived from the London Stock Exchange Daily Official List on 12 January 2026, being the latest practicable date prior to the announcement of Picton's formal sale process on 13 January 2026.
• The issued share capital of LondonMetric of 2,344,782,058 LondonMetric Shares is as stated in LondonMetric's Rule 2.9 announcement dated 12 May 2026.
• 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.
• The current shareholding of LondonMetric in SREIT is 54,428,634 SREIT Shares as at the date of this announcement.
• The issued share capital of Picton of 513,827,021 Picton Shares is as stated in Picton's total voting rights announcement dated 30 January 2026. On a fully diluted basis, assuming full vesting of awards under Picton's share incentive schemes, Picton would have 515,746,013 Picton Shares in issue.
• 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 0.881 SREIT Shares per Picton Share to SREIT's earnings for twelve months ending 31 December 2025 of 3.4 pence per share, compared to Picton's earnings of 4.0 pence per share for the year ending 31 March 2026.
• 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 Q1 2027 dividend target of 3.15 pence per share, plus the offer exchange ratio of 0.881 SREIT Shares per Picton Share to SREIT Q4 2026 dividend declared of 0.90 pence per share, compared to the Picton Q4 2026 dividend declared of 0.95 pence per share.
• Certain figures in this announcement have been subject to rounding adjustments.
Definitions
In this announcement, the following words and expressions have the following meanings unless the context requires otherwise:
"Aviva" means Aviva Commercial Finance Limited, a private limited company incorporated under the laws of England and Wales;
"CAGR" means compound annual growth rate;
"Canada Life" means Canada Life Limited, a private limited company incorporated under the laws of England and Wales;
"EPRA NTA" or "NTA" means 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;
"Gross Asset Value" or "GAV" means gross asset value, representing the value of total real estate assets owned by Picton;
"LondonMetric Shares" means the ordinary shares of 10 pence each in the share capital of LondonMetric and each being a "LondonMetric Share";
"LTV" means loan to value;
"NatWest" means National Westminster Bank Plc, a company incorporated under the laws of England and Wales;
"NNN REIT" means triple net REIT;
"NIY" means net initial yield;
"Picton Shareholders" means the holders of Picton Shares from time to time;
"Picton Shares" means the ordinary shares of no par value in the share capital of Picton and each being a "Picton Share";
"Schroders Capital" means those subsidiaries and affiliates of Schroders plc that together comprise the private markets investment division;
"SREIT Group" means SREIT and its subsidiaries and subsidiary undertakings from time to time and, where the context permits, each of them;
"SREIT Manager" or "Schroders" means Schroder Real Estate Investment Management Limited;
"SREIT Shares" means the ordinary shares of no par value in the share capital of SREIT and each being a "SREIT Share"; and
"TR Letter of Intent" means the letter of intent from TR Property Investment Trust plc to each of LondonMetric and SREIT dated 12 May 2026 to vote in favour of all relevant resolutions to effect a scheme of arrangement in respect of the Proposed Offer or, in the event that the Proposed Offer is implemented by way of a takeover offer, to accept or procure the acceptance of the takeover offer.
Important Notice
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.
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.
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 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 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 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 www.londonmetric.com/investors, and https://www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/schroder-real-estate-investment-trust/ 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.
Rule 29
The portfolio valuations, and sub-portfolio valuations referred to in this announcement constitute asset valuations in accordance with Rule 29.1 of the Code. In the event of a firm offer being announced, valuation reports in accordance with Rule 29 of the Code will be published in due course and by no later than the publication of any offer document or scheme document in relation to such offer.
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 and SREIT, 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 and SREIT 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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