Last checked at 5 Dec 2023 07:00
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 IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE
ON TAKEOVERS AND MERGERS ("THE CODE")
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
5 December 2023
Picton Property Income Limited
("Picton")
LEI: 213800RYE59K9CKR4497
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").
On 21 November 2023, Picton announced that it had been informed by UKCM that its largest shareholder, Phoenix Life Limited ("Phoenix"), which controls approximately 43% of its share capital, did not support the Possible Merger on the terms proposed. In light of this position, Picton confirms that, pursuant to Rule 2.8 of the Code, it does not intend to make an offer for UKCM.
Picton welcomes the feedback that it has received from shareholders in Picton and UKCM following the announcements on 8 November 2023. It continues to believe that there are strategic and financial benefits to combining complementary businesses to enhance scale, diversification and efficiency within an internal management structure.
Picton will continue to be proactive in pursuing opportunities that would add value for shareholders and build on the company's long-term track record of outperformance against the MSCI UK Quarterly Property Index since launch in 2005.
Important Code notices
Picton is bound by the restrictions under Rule 2.8 of the Code for six months following the date of this announcement. For the purposes of Rule 2.8 of the Code, Picton, and any person(s) acting in concert with it, reserve the right to make or participate in an offer, or possible offer, for UKCM (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within six months of the date of this announcement:
a) with the agreement of the Board of UKCM;
b) following the announcement of a firm intention to make an offer for UKCM by or on behalf of a third party;
c) following the announcement by UKCM of a "waiver" (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or of a reverse takeover (as defined in the Code); or
d) where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.
Enquiries:
Picton Property Income Limited Michael Morris, Chief Executive Andrew Dewhirst, Finance Director | +44 (0) 20 7011 9988 |
Lazard (Financial Adviser to Picton) Patrick Long Jolyon Coates |
+44 (0) 20 7187 2000 |
Inside information
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.
Additional information
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. 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.