NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 (WHICH FORMS PART OF UK
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018)
("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THE INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN FOR THE
PURPOSES OF MAR.
FOR
IMMEDIATE RELEASE
20
March 2024
Urban Logistics REIT PLC
("Urban Logistics" or the "Company")
Urban Logistics not
proceeding with an Offer for abrdn Property Income Trust Limited
("API")
On 14 March 2024 the Takeover Panel
released a statement which set out that Urban Logistics must, by
5.00pm on 20 March 2024, either announce a firm intention to make
an offer for API under Rule 2.7 of the Code or announce that it
does not intend to make an offer for API.
On 20 February 2024 Urban Logistics
announced details of an indicative offer made to the Board of API
(the "Original Indicative
Offer"). Urban Logistics today announces that it will not be
proceeding with an offer for API. On 18 March 2024 Urban Logistics
made an announcement including further information on an
alternative proposal submitted to the Board of API (the
"Alternative Proposal").
Urban Logistics today announces that it will not be proceeding with
the Alternative Proposal.
Takeover Code
Except with the consent of the
Takeover Panel, Urban Logistics and any person(s) acting in concert
with Urban Logistics, is bound by the restrictions under Rule 2.8
of the Code. In relation to the Alternative Proposal, Urban
Logistics is bound by the restrictions of Rule 2.8 (f) of the
Code.
Under Note 2 on Rule 2.8 of the
Code, Urban Logistics reserves the right to make or participate in
an offer for API within the next six months following the date of
this announcement in the following circumstances:
·
in the event that the offer by Custodian Property
Income REIT plc is withdrawn or lapses, with the agreement of the
board of API;
·
if a third party announces a firm intention to
make an offer for API;
·
if API announces a Rule 9 waiver proposal (see
Note 1 of the Notes on Dispensations from Rule 9) or a reverse
takeover (as defined in the Code); or
·
if there has been a material change of
circumstances (as determined by the Takeover Panel).
Enquiries
Buchanan -
urbanlogistics@buchanan.uk.com
Helen Tarbet
Simon Compton
George Beale
|
+44 (0)20 7466 5000
+44 (0) 7872 604453
+44 (0) 7979 497324
+44 (0) 7450 295099
|
Important information
The person responsible for arranging
the release of this announcement on behalf of Urban Logistics is
Bruce Anderson.
This announcement is for information
purposes only and is not intended to and does not constitute or
form part of any offer or invitation to purchase, acquire,
subscribe for, sell, dispose of or issue, or any solicitation to
purchase, acquire, subscribe for, sell, dispose of or issue any
securities in API or Urban Logistics in any
jurisdiction.
This announcement has been prepared
in accordance with English law and the Code, and information
disclosed may not be the same as that which would have been
prepared in accordance with laws outside of the United Kingdom. The
distribution of this announcement in jurisdictions outside the
United Kingdom may be restricted by law and therefore persons into
whose possession this announcement comes should inform themselves
about, and observe, such restrictions. Any failure to comply with
the restrictions may constitute a violation of the securities law
of any such jurisdiction.
Disclaimer
Kinmont Limited ("Kinmont"), which is authorised and
regulated by the Financial Conduct Authority in the United Kingdom,
is acting exclusively for Urban Logistics and no one else in
connection with the possible offer and will not be responsible to
anyone other than Urban Logistics for providing the protections
afforded to clients of Kinmont nor for providing advice in relation
to the possible offer or any other matters referred to in this
announcement. Neither Kinmont 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 Kinmont in
connection with this announcement, any statement contained herein
or otherwise.
Singer Capital Markets
("Singers"), which is
authorised and regulated by the Financial Conduct Authority in the
United Kingdom, is acting exclusively for Urban Logistics and no
one else in connection with the possible offer and will not be
responsible to anyone other than Urban Logistics for providing the
protections afforded to clients of Singers nor for providing advice
in relation to the possible offer or any other matters referred to
in this announcement. Neither Singers 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 Singers
in connection with this announcement, any statement contained
herein or otherwise.
Joh. Berenberg, Gossler & Co.
KG, London Branch ("Berenberg"), which is authorised and
regulated by the German Federal Financial Supervisory Authority
(BaFin) and is subject to limited regulation by the Financial
Conduct Authority in the United Kingdom, is acting exclusively for
Urban Logistics and no one else in connection with the possible
offer and will not be responsible to anyone other than Urban
Logistics for providing the protections afforded to clients of
Berenberg nor for providing advice in relation to the possible
offer or any other matters referred to in this announcement.
Neither Berenberg 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 Berenberg in connection with
this announcement, any statement contained herein or
otherwise.
Panmure Gordon (UK) Limited
("Panmure Gordon"), who are
authorised and regulated by the Financial Conduct Authority (the
"FCA") in the United Kingdom, are acting solely for the Company and
no-one else in connection with the transactions and arrangements
described in this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as a client in
relation to the transactions and arrangements described in this
Announcement. Neither Panmure Gordon nor any of their respective
partners, directors, officers, employees, advisers, consultants,
affiliates or agents are responsible to anyone other than the
Company for providing the protections afforded to clients of
Panmure Gordon or for providing advice in connection with the
contents of this Announcement or for any other matters referred to
herein.
No
investment recommendation
This announcement is not intended to
be and does not constitute or contain any investment recommendation
as defined by Regulation (EU) No 596/2014 (as it forms part of the
domestic law in the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018). No information in this announcement should
be construed as recommending or suggesting an investment strategy.
Nothing in this announcement or in any related materials is a
statement of or indicates or implies any specific or probable value
outcome in any particular circumstance.
Publication on a website
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be made available, subject
to certain restrictions relating to persons resident in restricted
jurisdictions, on the Company's website
(www.urbanlogisticsreit.com) no later than 12 noon (London time) on
the first business day following the date of this announcement. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this
announcement.