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RNS Number : 6249V
Picton Property Income Limited
05 December 2023
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
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END
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(END) Dow Jones Newswires
December 05, 2023 02:00 ET (07:00 GMT)
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