Completion of the Acquisition and Admission
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
11 September 2026
RECOMMENDED ALL-SHARE OFFER
for
PICTON PROPERTY INCOME LIMITED ("PICTON") by
LONDONMETRIC PROPERTY PLC ("LONDONMETRIC") AND SCHRODER REAL ESTATE INVESTMENT TRUST LIMITED ("SREIT")
Completion of the Acquisition, Admission and Separation, Total Voting Rights
On 31 July 2026, the boards of LondonMetric, SREIT (LondonMetric and SREIT together the "Consortium") and Picton announced that they had reached agreement regarding the terms of a recommended all-share offer (the "Acquisition") pursuant to which LondonMetric and SREIT would acquire the entire issued and to be issued share capital of Picton (the "Announcement").
As described in the Announcement, it was intended that the Acquisition would be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended) (the "Scheme"). The circular in relation to the Scheme (the "Scheme Document") was published on 10 August 2026.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.
Admission
Further to the announcement by Picton on 10 September 2026 in relation to the Scheme becoming Effective in accordance with its terms, LondonMetric announces that admission of 97,627,134 New LondonMetric Shares to trading on the London Stock Exchange's Main Market ("Admission") and commencement of dealings in the New LondonMetric Shares became effective at 8.00 a.m. (London time) today.
As set out in the Scheme Document, New LondonMetric Shares in uncertificated form are expected to be credited to CREST accounts on or soon after 8.00 a.m. (London time) today and definitive share certificates for the New LondonMetric Shares in certificated form will be dispatched on or before 24 September 2026.
The New LondonMetric Shares rank pari passu in all respects with the LondonMetric Shares in issue at the time of Admission, including the right to receive and retain any dividends and other distributions announced, declared, made or paid by reference to a record date falling after the Effective Date.
Fractions of LondonMetric Shares will not be issued pursuant to the Acquisition, but entitlements of Scheme Shareholders will be rounded down to the nearest whole number of New LondonMetric Shares. All fractional entitlements to New LondonMetric Shares will be aggregated and sold in the market. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed by LondonMetric in due proportions to Scheme Shareholders who would otherwise have been entitled to such fractions.
Total Voting Rights
LondonMetric's issued share capital now comprises 2,448,611,239 ordinary shares of 10 pence each in issue and admitted to trading on the London Stock Exchange's Main Market, with one voting right per share. No shares are held in Treasury. The total number of voting rights is therefore 2,448,611,239. This figure may be used by LondonMetric Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Disclosure Guidance and Transparency Rules.
Completion of the Separation
LondonMetric is also pleased to announce that, following completion of the Acquisition, the Separation has been completed. The assets allocated to LondonMetric have been carved out of the Picton Group and transferred to a wholly-owned subsidiary of LondonMetric. In return, LondonMetric has transferred its shares in Picton to SREIT, with the result that Picton has become a wholly-owned subsidiary of SREIT.
Enquiries:
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LondonMetric Property plc |
Tel: +44 (0) 20 7484 9000 |
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Andrew Jones, Chief Executive Martin McGann, Finance Director Gareth Price, Head of Investor Relations |
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Peel Hunt LLP (Joint Financial Adviser and Corporate Broker) |
Tel: +44 (0) 20 7418 8900 |
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Capel Irwin Michael Nicholson Chloe Ponsonby Henry Nicholls |
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Jefferies International Limited (Joint Financial Adviser) |
Tel: 44 (0)20 7029 8000 |
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Ed Matthews Thomas Bective Jee Lee Shuo Jun Lin |
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Barclays Bank PLC, acting through its Investment Bank (Joint Financial Adviser and Corporate Broker) |
Tel: +44 (0) 20 7623 2323 |
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Bronson Albery Callum West Mark Gunalan Ronak Shah |
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FTI Consulting (PR Adviser to LondonMetric) |
Tel: +44 (0) 20 3727 1000 |
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Dido Laurimore Andrew Davis |
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Important Notices
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 Acquisition and 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 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 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 Acquisition and the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the
Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting for LondonMetric and no one else in connection with the Acquisition and 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 Barclays nor for providing advice in relation to any matter referred to in this announcement. Neither Barclays 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 Barclays in connection with this announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance, transfer or exchange of securities or such solicitation pursuant to the Acquisition or otherwise in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful. The Acquisition is being made solely by means of the Scheme Document which contains the full terms and conditions of the Acquisition.
This announcement does not constitute a prospectus or prospectus equivalent document.
Overseas Shareholders
This announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the UK Listing Rules and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. Nothing in this announcement should be relied on for any other purpose.
The availability of the New LondonMetric Shares (and the ability of persons to hold such shares) in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. Persons into whose possession this announcement comes who are not resident in the United Kingdom, or who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom, should inform themselves of, and observe, any such applicable laws and/or regulations. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations 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 LondonMetric or required by the Takeover Code and permitted by applicable law and regulation, the Acquisition is not being made, and the New LondonMetric Shares issued pursuant to the Acquisition are not being made, available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions, as doing so may violate the laws in that jurisdiction.
Additional information for US investors
Picton Shareholders located in the United States should note that the Acquisition relates to the securities of a Guernsey company with a listing on the London Stock Exchange and is being implemented pursuant to a scheme of arrangement provided for under, and governed by, the Companies (Guernsey) Law, 2008 (as amended). A transaction effected by means of a 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 Scheme is subject to 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 are different from the disclosure requirements of the US tender offer and proxy solicitation rules.
The financial information included in this announcement and other documentation related to the Acquisition has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The New LondonMetric Shares issued under the Scheme have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements under the US Securities Act and applicable US state securities laws. The New LondonMetric Shares issued in the Acquisition are being issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof.
The New LondonMetric Shares issued to Picton Shareholders in the Acquisition pursuant to a scheme of arrangement under Guernsey law may generally be resold without restriction under the US Securities Act, except for resales by persons who are or will be affiliates (within the meaning of Rule 144 under the US Securities Act). "Affiliates" of a company are generally defined as persons who directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, that company. Whether a person is an affiliate of a company for purposes of the US Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders. Picton Shareholders who are affiliates of LondonMetric or Picton prior to, or of LondonMetric after, the Effective Date will be subject to certain US transfer restrictions relating to the New LondonMetric Shares received pursuant to the Scheme as further described in the Scheme Document. Picton Shareholders who believe that they may be affiliates for purposes of the US Securities Act should consult their own legal advisors prior to any resale of New LondonMetric Shares received under the Scheme.
None of the securities referred to in this announcement have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
US holders of Picton Shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. US holders of Picton Shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Acquisition applicable to them.
It may be difficult for US holders of Picton Shares to enforce their rights and claims arising out of the US federal securities laws since LondonMetric 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, jurisdictions 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 of Picton Shares 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.
Further details in relation to US investors are contained in the Scheme Document.
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