NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
21 November 2023
Picton Property Income Limited
Statement regarding UK Commercial Property REIT Limited
On 8 November 2023, Picton and UK Commercial Property REIT Limited ("UKCM") announced that they were in discussions regarding a possible all-share merger of the two companies on an EPRA NTA for EPRA NTA basis (the "Possible Merger").
The Board of Picton notes today's announcement by UKCM and confirms that Picton has been informed by UKCM that its largest shareholder, Phoenix Life Limited, which controls approximately 43% of UKCM's share capital, does not support the Possible Merger on the terms proposed.
Picton is considering the feedback that it has received from shareholders in Picton and UKCM, following the announcements on 8 November. A further announcement will be made in due course.
In accordance with Rule 2.6(a) of The City Code on Takeovers and Mergers (the "Code"), Picton is required, by no later than 5.00 p.m. (London time) on 6 December 2023 either to announce a firm intention to make an offer for UKCM in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can only be extended with the consent of the Panel on Takeovers and Mergers (the "Takeover Panel") in accordance with Rule 2.6(c) of the Code.
Picton Property Income Limited
Michael Morris, Chief Executive
Andrew Dewhirst, Finance Director
+44 (0) 20 7011 9988
Lazard (Financial Adviser to Picton)
+44 (0) 20 7187 2000
The information contained within this announcement is deemed by Picton to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
For the purposes of MAR, this announcement is being made on behalf of Picton by Kathy Thompson, Company Secretary.
Notice related to financial adviser
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to 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 Lazard nor for providing advice in relation to the matters set out in this announcement. Neither Lazard 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 Lazard in connection with this announcement, any statement contained herein or otherwise.
Rule 26.1 information
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.picton.co.uk by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
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 release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of relevant jurisdictions. Therefore any persons into whose possession this announcement comes who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any such applicable requirements.