Abrdn Property Regulatory News (API)

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

27 September 2024

abrdn Property Income Trust Limited(an authorised closed-ended investment company incorporated in Guernsey with registration number 41352)LEI Number: 549300HHFBWZRKC7RW84

PROPOSED SALE (the “Transaction”)

abrdn Property Income Trust Limited (“API” or the “Company”) is pleased to announce that it has entered into an agreement with certain funds and accounts managed by GoldenTree Asset Management LP (“GoldenTree”) for the sale of the entire share capital of abrdn Property Holdings Limited (“APH”), a wholly-owned subsidiary of API.

The Transaction comprises the sale of 39 assets (the “Portfolio”), being the Company’s entire investment property portfolio, with the exception of its interest in the land at Far Ralia. API’s debt facility with RBSI will be transferred in full to GoldenTree. The cash consideration for the purchase of the Portfolio is £351m (the “Consideration”), and the Company will receive net proceeds after adjusting for debt and other net assets of APH and subject to normal adjustments including those arising from the completion process.

GoldenTree has paid a cash deposit of £35.1m, with the balance of the Consideration being payable in cash on completion.

The Consideration:

The Estimated Net Asset Value per Share represents:

It is intended that, following completion, returns of capital will be made to API Shareholders in cash from the Consideration, by way of a members' voluntary liquidation.

Such returns will be subject to the net realisation value of Far Ralia, which API is actively marketing, adjustments arising from the completion process, the operational costs of managing API through to liquidation (including tax effects) and the liquidation costs.

Background to and reasons for the Transaction

On 28 May 2024, API Shareholders approved an amendment to the Company's investment policy to implement a Managed Wind-Down.

Under the Managed Wind-Down process, API was to be managed with the intention of realising all of the assets in its portfolio in an orderly manner, via disposals of single assets, groups of assets or the portfolio as a whole, with a view to repaying borrowings and making returns of capital to API Shareholders whilst aiming to obtain the best achievable value for API’s assets at the time of their realisations.

The Transaction follows an extensive and competitive process undertaken by API and its advisers to identify a buyer for the Portfolio in an effort to balance the objectives of maximising returns for shareholders against the timeframe for disposals.

The API Board, having considered the potential alternatives including an asset-by-asset disposal, believes that the Transaction represents an effective execution of the Managed Wind-Down process. It provides greater price certainty and quicker return of proceeds for API Shareholders through realising the substantial majority of the investment portfolio in a single transaction.

The Transaction is being undertaken in accordance with the Company’s Managed Wind-Down investment policy and does not require the approval of API Shareholders.

It is expected that the Company will declare the Q3 dividend of 1 penny per API Share in line with previous guidance, to be paid before distribution of sale proceeds.

Conditions and timetable

Information on GoldenTree and Farran Investments

GoldenTree

Farran Investments

James Clifton-Brown, Chair of API said:

“Since the shareholder vote on 28 May 2024 to put the Company into a Managed Wind Down was passed, the Board, alongside the Investment Manager, explored the most effective means of disposing of the Company’s assets. The aims were to maximise the returns to shareholders but also to return cash to them as soon as possible. The full range of disposal strategies was considered from individual property sales to a wider transaction. Through an independent agent, Gerald Eve, the whole portfolio was marketed to potential buyers in an extensive and competitive process.

Following a second round of bids, the Board considered the GoldenTree Asset Management bid provided the best solution for shareholders, compared with the net present value of what might be achieved by way of individual sales over a longer period and represents a swift implementation of the shareholder resolution to conduct a Managed Wind Down. I would like to thank the team at abrdn who have delivered this outcome for shareholders.” 

Enquiries

abrdn Property Income Trust James Clifton-Brown (Chair) via WinterfloodJason Baggaley (Fund Manager) +44 7801 039 463Mark Blyth (Deputy Fund Manager) +44 7703 695 490

Winterflood (Corporate Broker to API)Neil Langford +44 20 3100 0160

Farran InvestmentsFreddie Brooks (Partner) info@farraninvestments.comSimon Lee (Partner)

Important notices

Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for API and no-one else in connection with the matters set out in this document and will not be responsible to anyone other than API for providing the protections afforded to customers of Winterflood or for providing advice in relation to the matters set out in this document. Neither Winterflood 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 Winterflood in connection with this document, any statement contained herein or otherwise.