Achilles Invest Regulatory News (AIC)

27 March 2025

Achilles Investment Company Limited

Responds to Urban Logistics REIT PLC's Latest Announcement

Achilles Investment Company Limited ("Achilles") acknowledges the recent announcements from Urban Logistics REIT PLC ("Urban Logistics" or the "Company") on 7, 12, 20 and most recently, 26 March 2025.

Proposed Internalisation

On 7 March, the Board proposed terms for internalisation. By 12 March, they claimed that "a significant majority of shareholders spoken to were supportive." However, by 26 March, they had suddenly discovered "a number of constructive suggestions" necessitating revisions. Achilles awaits the inevitable reworked proposal, which will undoubtedly be far less generous to the investment manager.

The Board's belated recognition of the excessive price proposed for the buyout of the management contract only reinforces our belief that the Board are too closely aligned with the investment manager.

M1 Agency LLP ("M1")

The Board insists that its relationship with M1 is entirely appropriate, an impressive level of confidence given the substantial fees involved. They now acknowledge that Richard Moffitt agreed in September 2024 to step away from M1, ceasing any role in the business or entitlement to its profits after 30 September 2024. Yet, this crucial fact, six months on, is only now being disclosed.

Achilles appreciates the Board's newfound commitment to transparency. Notably, Achilles only became aware of the potential disposal, which was announced after challenging one of the Company's financial advisers on the potential unacceptability of the arrangement.

A Board in Reverse Gear

Should the requisitioning investors succeed, the expectation is clear: the new directors will work constructively and collaborate with the remaining Board members to conduct a thorough strategic review focused on enhancing shareholder value. Such that, if a third party approaches the Board with a proposal, Sangita Shah and Robert Naylor, if elected, will ensure it is presented to shareholders in a timely manner, prioritising the interests of the Company's owners over those of the investment manager.

Robert Naylor, Lead Investment Manager of Achilles, commented:

"It appears that the Board is backpedalling as quickly as possible. Shareholders are clearly expressing genuine concern as to the governance of Urban Logistics, and it's time for a fresh perspective to examine the relationship between the investment manager and the Board."

Sangita Shah commented:

"I would be honoured if the shareholders elect me to the Board of Urban Logistics. The government has made it clear that managers must demonstrate fair value for investors, and I will work diligently to ensure that this is the case if I am elected"

Sangita Shah

Sangita Shah has extensive experience in corporate finance, governance journalism and senior consultancy. She is the non-executive Chair of AIM traded Kinovoplc, SID of Inspired plc and NASDAQ listed Forward Industries Inc. She also presides on the board of the Quoted Companies Alliance. She has held a number of senior roles within blue chip organisations, including Unilever, Mars, Ernst & Young and KPMG and is a past President of the Chartered Institute of Journalists. Sangita is also a regular consultant to a number of companies and to HM Cabinet Office. Sangita is a qualified accountant and a frequent keynote speaker in forums for the Windsor Leadership Trust, European Parliament and European School of Management.

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