PUBLICATION AND POSTING OF SCHEME DOCUMENT
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.
FOR IMMEDIATE RELEASE
10 August 2026
RECOMMENDED ALL-SHARE OFFER
for
PICTON PROPERTY INCOME LIMITED ("PICTON")
by
LONDONMETRIC PROPERTY PLC ("LONDONMETRIC") AND SCHRODER REAL ESTATE INVESTMENT TRUST LIMITED ("SREIT")
to be effected by means of a court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)
PUBLICATION AND POSTING OF SCHEME DOCUMENT
On 31 July 2026, the boards of LondonMetric, SREIT (together the "Consortium") and Picton announced that they had reached agreement regarding the terms of a recommended all-share offer pursuant to which LondonMetric and SREIT will acquire the entire issued and to be issued share capital of Picton, to be implemented by means of a court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (the "Scheme").
Publication of the Scheme Document
Picton, LondonMetric and SREIT are pleased to announce the publication of the scheme document in relation to the Acquisition (the "Scheme Document") which, together with the associated Forms of Proxy, is today being posted by Picton to Picton Shareholders and persons with information rights. Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless stated otherwise.
The Scheme Document contains, amongst other things, a letter from the Chair of Picton, the full terms and conditions of the Scheme, an explanatory statement in compliance with section 108 and Part VIII of the Companies Law, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Scheme Shareholders entitled to vote at the Court Meeting and Picton Shareholders entitled to vote at the General Meeting in relation to the Acquisition. In addition, in accordance with the requirements of Rule 29 of the Takeover Code, the Scheme Document contains property valuations supported by valuation reports for each of Picton and SREIT as at 30 June 2026 and LondonMetric as at 31 March 2026.
The Scheme Document will (subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions) be made available for inspection free of charge, on Picton's website at https://www.picton.co.uk, SREIT's website at https://www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/schroder-real-estate-investment-trust/ and LondonMetric's website at www.LondonMetric.com/investors by no later than 12 noon on the Business Day following the date of this announcement and will be available up to and including the end of the Offer Period. The contents of each of Picton's, SREIT's and LondonMetric's websites are not incorporated into, and do not form part of, this announcement.
Action required
As further described in the Scheme Document, in order to become Effective, the Scheme will require, amongst other things: (i) the approval by a majority in number of Scheme Shareholders who are present and vote (and are entitled to vote), whether in person or by proxy, at the Court Meeting (or any adjournment or postponement thereof) and who represent at least 75 per cent. of votes cast by such Scheme Shareholders; and (ii) the Resolution to approve and implement the Scheme being duly passed by Picton Shareholders representing not less than 75 per cent. of the votes cast at the General Meeting (or any adjournment or postponement thereof). The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms that are set out in the Scheme Document.
The Court Meeting and the General Meeting are to be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ on 2 September 2026. The Court Meeting is scheduled to commence at 10.30 a.m. and the General Meeting is scheduled to commence at 10.45 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned or postponed). Notices of the Court Meeting and the General Meeting are set out in Parts 10 and 11, respectively, of the Scheme Document.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to the Scheme Shareholders and the Picton Shareholders before the relevant Meetings, by an announcement through a Regulatory Information Service.
It is important, for the Court Meeting in particular, that as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair representation of Scheme Shareholders' opinion. Scheme Shareholders and Picton Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or to appoint a proxy electronically either through Investor Centre, through Proxymity or through CREST as soon as possible and, in any event, by no later than 10.30 a.m. on 28 August 2026 in respect of the Court Meeting and 10.45 a.m. on 28 August 2026 in respect of the General Meeting in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Document. Scheme Shareholders and Picton Shareholders are also strongly encouraged to appoint the Chair of the meeting as their proxy.
Picton Shareholders should read carefully the whole of the Scheme Document (including any documents incorporated into the Scheme Document by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. Each of these documents contains important information relating to the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Document.
Expected timetable of principal events
An expected timetable of principal events for the Scheme is set out in the Scheme Document and is also reproduced in the appendix to this announcement. Subject to the requisite approval of Scheme Shareholders at the Court Meeting and of Picton Shareholders at the General Meeting, the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective on 10 September 2026.
The dates and times given are indicative only and are based on Picton's and the Consortium's current expectations and may be subject to change. If any of the expected dates and/or times set out in the expected timetable change, the revised times and/or dates will be notified to Picton Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on Picton's website at https://www.picton.co.uk.
The Picton Shares will be suspended from trading on the Main Market at 7.30 a.m. on the Effective Date. It is further intended that an application will be made to the London Stock Exchange to cancel trading in Picton Shares on the Main Market with effect shortly following the Effective Date. It is intended that the last day for dealings in, and registration of transfers of, Picton Shares (other than the registration of the transfer of the Scheme Shares to the Consortium pursuant to the Scheme) will be the Business Day immediately after the Court Hearing to sanction the Scheme, and no transfers will be registered after 6.00 p.m. on that date.
Dividends
If, on or prior to the Effective Date, any dividend (other than a Picton Permitted Dividend), distribution or other return of value is announced, declared, made, paid or becomes payable by Picton in respect of the Picton Shares, the Consortium reserves the right to reduce the Exchange Ratio by all or part of any such dividend, distribution or other return of capital (expressed in LondonMetric Shares, based on the Closing Price per LondonMetric Share prior to the relevant Picton ex-dividend date), and the relevant eligible Picton Shareholders will be entitled to receive and retain such dividend, distribution or return of value. To the extent that such a dividend or distribution has been declared but not paid prior to the Effective Date, and such dividend or distribution is cancelled, the consideration payable for each Picton Share shall not be subject to change.
Recommendation
The Picton Directors, who have been so advised by Stifel as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing 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 purposes of Rule 3 of the Takeover Code.
Accordingly, the Picton Directors recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Picton Shareholders 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, that Picton Shareholders accept or procure acceptance of the Takeover Offer), as the Picton Directors who hold (or whose connected persons hold) Picton Shares have irrevocably undertaken to do in respect of their, and their connected persons', beneficial holdings of 1,798,051 Picton Shares, representing, in aggregate, approximately 0.35 per cent. of the issued share capital of Picton on the Latest Practicable Date.
Helpline
If you have any questions about this announcement, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and return the Forms of Proxy, please contact Picton's registrar, Computershare, at Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, via email at info@computershare.co.je or call on +44 (0) 370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside of the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). All calls to the helpline may be recorded and monitored for security and training purposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or give any legal, tax or financial advice.
Enquiries:
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LondonMetric Property Plc |
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Schroder Real Estate Investment Trust Limited |
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LondonMetric |
+44 (0)20 7484 9000 |
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SREIT |
+44 (0)20 7658 6000 |
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Andrew Jones Martin McGann Gareth Price |
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Nick Montgomery Bradley Biggins Katherine Fyfe |
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Peel Hunt LLP |
+44 (0)20 7418 8900 |
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J.P. Morgan Cazenove |
+44 (0)20 3493 8000 |
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Joint Financial Adviser and Corporate Broker to LondonMetric |
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Sole Financial Adviser and Corporate Broker to SREIT |
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Capel Irwin Michael Nicholson Chloe Ponsonby Henry Nicholls |
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James A. Kelly William Simmonds Paul Pulze Ayoosh Choudhary |
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Jefferies International Limited |
+44 (0)20 7029 8000 |
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FTI Consulting |
+44 (0)20 3727 1000 |
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Joint Financial Adviser to LondonMetric |
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PR Adviser to SREIT |
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Ed Matthews Thomas Bective Jee Lee Shuo Jun Lin |
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Richard Gotla Oliver Parsons |
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Barclays Bank PLC |
+44 (0)20 7623 2323 |
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Joint Financial Adviser and Corporate Broker to LondonMetric |
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Bronson Albery Callum West Mark Gunalan Ronak Shah |
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FTI Consulting |
+44 (0)20 3727 1000 |
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PR Adviser to LondonMetric |
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Dido Laurimore |
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Andrew Davis |
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Picton Property Income Limited |
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Picton |
+44 (0)20 7628 4800 |
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Michael Morris Saira Johnston |
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Stifel Nicolaus Europe Limited |
+44 (0)20 7710 7600 |
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Sole Financial Adviser to Picton |
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Mark Young Jonathan Wilkes-Green Jason Grossman Catriona Neville |
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Panmure Liberum Limited |
+44 (0)20 3100 2000 |
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Joint Corporate Broker to Picton |
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David Watkins Jamie Richards |
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Tavistock |
+44 (0)20 7920 3150 |
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PR Adviser to Picton |
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James Verstringhe James Whitmore |
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APPENDIX
Expected timetable of principal events
The following indicative timetable is based on Picton's and the Consortium's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Picton Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.
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Time and/or date(1) |
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Publication of the Scheme Document |
10 August 2026 |
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Date of payment for the Picton Permitted Dividend |
28 August 2026 |
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Latest time and date for receipt of the BLUE Form of Proxy, a CREST or Proxymity Proxy Instruction or any other electronic voting instruction in respect of the Court Meeting |
10.30 a.m. on 28 August 2026(2) |
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Latest time and date for receipt of the WHITE Form of Proxy, a CREST or Proxymity Proxy Instruction or any other electronic voting instruction in respect of the General Meeting |
10.45 a.m. on 28 August 2026(3) |
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Scheme Voting Record Time for the Court Meeting and the General Meeting |
6.00 p.m. on 28 August 2026(4) |
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Court Meeting |
10.30 a.m. on 2 September 2026 |
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General Meeting |
10.45 a.m. on 2 September 2026(5) |
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The following dates and times associated with the Scheme are indicative only and subject to change. See also note (1). |
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Court Hearing |
8 September 2026 |
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Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Picton Shares |
9 September 2026 (6) |
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Scheme Record Time |
6.00 p.m. on 9 September 2026 |
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Effective Date of the Scheme |
10 September 2026 (or, as soon as the Court Order has been delivered to the Guernsey Registry)(7) |
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Suspension of listing of Picton Shares on the Official List and from trading on the Main Market |
by 7.30 a.m. on 10 September 2026 |
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Cancellation of listing of, and trading in, the Picton Shares on the Main Market |
by no later than 8.00 a.m. on 11 September 2026 |
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New LondonMetric Shares and New SREIT Shares issued to Scheme Shareholders |
by 8.00 a.m. on 11 September 2026 |
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Admission and commencement of dealings in New LondonMetric Shares and New SREIT Shares |
at or shortly after 8.00 a.m. on 11 September 2026 |
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CREST accounts of Scheme Shareholders credited with New LondonMetric Shares and New SREIT Shares |
At or shortly after 8.00 a.m. on 11 September 2026 but no later than 24 September 2026 |
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Despatch of share certificates for New LondonMetric Shares and New SREIT Shares (in respect of Scheme Shares held in certificated form) |
no later than 24 September 2026 |
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Long Stop Date |
31 January 2027(8)
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Notes:
(1) The dates and times are indicative only and are based on current expectations and may be subject to change and will depend on, among other things, the date on which the Conditions to the Scheme are satisfied or, if capable of waiver, waived, and the date on which the Court sanctions the Scheme. References to times are to London, United Kingdom time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be notified to Picton Shareholders by announcement through a Regulatory Information Service, with such announcement being made available on Picton's website at https://www.picton.co.uk.
(2) It is requested that BLUE Forms of Proxy or CREST or Proxymity Proxy Instructions, or any other electronic voting instruction, in respect of the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting (excluding any part of such 48 hour period falling on a non-Business Day) or, in the case of any adjournment or postponement, not later than 48 hours before the time fixed for the holding of the adjourned or postponed Court Meeting (excluding any part of such 48 hour period falling on a non-Business Day). BLUE Forms of Proxy that are not so lodged may be handed to the Chair of the Court Meeting or a representative of the Company's registrar, Computershare, at the Court Meeting venue before the start of the Court Meeting.
(3) WHITE Forms of Proxy or CREST or Proxymity Proxy Instructions, or any other electronic voting instruction, in respect of the General Meeting must be lodged at least 48 hours prior to the time appointed for the General Meeting (excluding any part of such 48 hour period falling on a non-Business Day) or, in the case of any adjournment or postponement, not later than 48 hours before the time fixed for the holding of the adjourned or postponed General Meeting (excluding any part of such 48 hour period falling on a non-Business Day). WHITE Forms of Proxy that are not so lodged may NOT be handed to the Chair of the General Meeting or a representative of the Company's registrar, Computershare, before the start of or at the General Meeting.
(4) If either the Court Meeting or the General Meeting is adjourned or postponed, the Scheme Voting Record Time for the relevant adjourned or postponed Meeting will be 6.00 p.m. on the day which is two Business Days before the date set for such adjourned or postponed Meeting and only Scheme Shareholders (in the case of the Court Meeting) and Picton Shareholders (in the case of the General Meeting) on the Register at such time shall be entitled to attend and vote at the relevant Meeting(s).
(5) Or as soon thereafter as the Court Meeting shall have been concluded or been adjourned or postponed.
(6) Picton Shares will be disabled in CREST from 6.00 p.m. on such date.
(7) The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Guernsey Registry. This must occur within seven days after the date on which the Court Order is made and may occur prior to the suspension of trading in Picton Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.
(8) This is the latest date by which the Scheme may become Effective or such later date: (i) as may be agreed in writing by the Consortium and Picton (with the Panel's consent, if required); or (ii) (in a competitive situation) as may be specified by the Consortium with the consent of the Panel; or (iii) as the Panel may direct under the Note on Section 3 of Appendix 7 of the Takeover Code, and, in each case, as the Court may approve (if such approval is required).
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Notices relating to financial advisers
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.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for LondonMetric and for no one else in connection with the matters referred to in this announcement and will not be responsible to any person other than LondonMetric for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with the matters referred to in this announcement, or otherwise.
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 t 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 related matters set out in this announcement and will not regard any other person as its client in relation to the Acquisition and related 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.
Further information
If you are in any doubt as to the contents of this announcement or the action which you should take, you are recommended to consult your stockbroker, solicitor, accountant, bank manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, the Protection of Investors (Bailiwick of Guernsey) Law, 2020 if you are resident in Guernsey, or, if you are not so resident, from another appropriately authorised independent financial adviser.
If you have any questions about the Scheme Document, the Court Meeting or the General Meeting or are in any doubt as to how to complete and return the Forms of Proxy, please contact Picton's registrar, Computershare, at Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, by email at info@computershare.co.je or by telephone on +44 (0) 370 707 4040. Calls are charged at the standard geographic rate and will vary by provider. Calls outside of the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). All calls to the helpline may be recorded and monitored for security and training purposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or give any legal, tax or financial advice.
Important notice
This announcement, the Scheme Document and the accompanying documents are for information purposes only and are not intended to and do 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. This announcement, the Scheme Document, and the accompanying Forms of Proxy in respect of the Acquisition do 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.
Neither this announcement or the Scheme Document constitute a prospectus or prospectus equivalent document.
Prior to the Scheme becoming Effective, applications will be made to the FCA for the cancellation of the listing of Picton Shares on the Official List, and to the London Stock Exchange to cancel the trading of the Picton Shares on the Main Market, in each case to take effect from or shortly after the Effective Date.
The 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 publication 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.
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 Scheme Document, 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 if you are resident in the United Kingdom or the Protection of Investors (Bailiwick of Guernsey) Law, 2020 if you are resident in Guernsey.
Overseas Shareholders
This Scheme Document 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 the Scheme Document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom or Guernsey. Nothing in the Scheme Document should be relied on for any other purpose.
The availability of the New LondonMetric Shares and the New SREIT Shares (and the ability of persons to hold such shares) in, and the release, publication or distribution of the Scheme Document 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 the Scheme Document 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. 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 the 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 the Scheme Document 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 the Scheme Document 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.
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. 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 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 the 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 the 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 the New SREIT Shares received pursuant to the Scheme.
None of the securities referred to in the Scheme Document 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 the Scheme Document 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 and Guernsey, will be reported to a Regulatory Information Service, and will be available on the London Stock Exchange website at www.londonstockexchange.com.
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, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward-looking statements attributable to the Consortium, LondonMetric, SREIT, Picton, the Wider LondonMetric Group, the Wider SREIT Group, the Wider Picton Group 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.
Publication on website
A copy of this announcement, the Scheme Document 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 by no later than 12 noon (London time) on the Business Day following the publication of the Scheme Document.
For the avoidance of doubt, the contents of these websites and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this announcement.
Availability of hard copies
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 copy of this announcement or the Scheme Document (and any accompanying documents and any information incorporated into it by reference to another source) in hard copy form free of charge.
If you would like to request a hard copy of this announcement or the Scheme Document, please contact Picton's registrar, Computershare Investor Services (Guernsey) Limited, at Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, or during business hours on +44 (0) 370 707 4040. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Alternatively, you can email Computershare at info@computershare.co.je. Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
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.
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Companies
LondonMetric Property (LMP)Picton Property Income Ltd (PCTN)
Schroder Real Estate Investment Trust Ltd (SREI)
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