Picton Prop Regulatory News (PCTN)

31 October 2011

Invista Foundation Property Trust Limited

("IFPT" or the "Company")

Offer update - end of offer period

The Board of IFPT notes the announcement released today by Picton Property Income Limited ("Picton") stating that it has decided not to proceed further with its proposed merger with the Company.

Since 19 August 2011, when IFPT announced that it had received an approach from Picton with a view to a merger (the "Merger"), the Board of IFPT and its advisers have engaged in open and extensive discussions with Picton and its advisers. In addition, an extremely thorough due diligence process was undertaken by both companies. The Board of IFPT can confirm that, at the end of this process, it concluded that it was not minded to recommend such offer as being in the best interests of all shareholders taken as a whole at this time. This position was based on a consideration of, but not limited to, the potential impact of the Merger on:

·; Dividend cover;

·; Loan to value ratios;

·; Portfolio potential and income quality;

·; Refinancing risks;

·; Merger costs; and

·; Prospects for future marketability.

This view was expressed to Picton and its advisers on 12 October.

However, having regard to the requests of a number of shareholders, the Board of IFPT continued to cooperate fully with Picton, urging it and its advisers to announce its proposed terms openly via the Regulatory News Service of the London Stock Exchange so that all shareholders would be able to consider Picton's indicative terms. In the event, as has become clear today, Picton's Board have made the decision not to proceed further with its offer.

Andrew Sykes, Chairman of IFPT, commented:

"Throughout this process, we have been driven by our responsibility to act in the best interests of all our shareholders. Having taken all factors into consideration, we had concluded that the indicative terms of the Merger and certain specific factors such as refinancing risk did not represent sufficiently compelling terms for us to recommend this Merger to our shareholders at this time. In this regard, my colleagues on the IFPT Board and I were disappointed that Picton and its advisers chose not to announce their indicative terms so that all shareholders could consider the merits of their indicative offer.

"The negotiations to appoint Schroder Property Investment Management ("Schroders") on favourable terms had continued in parallel throughout this process, and provide the Company with an attractive and viable option for the future. We now look forward to working with the Schroders team to benefit from their management skills and to drive value growth for shareholders."

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