REG - LondonMetric Picton Property Inc. Schroder Real Estate - Further Update on the Proposed Offer for Picton

RNS Number : 7918L LondonMetric Property PLC 10 July 2026  

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 OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, EVEN IF ANY PRE-CONDITIONS ARE SATISFIED OR WAIVED.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION IN RELATION TO SCHRODER REAL ESTATE INVESTMENT TRUST LIMITED AND PICTON PROPERTY INCOME LIMITED.

FOR IMMEDIATE RELEASE

10 July 2026

Further Update on Proposed Offer for Picton Property Income Limited by LondonMetric Property Plc and Schroder Real Estate Investment Trust Limited

The Boards of LondonMetric Property Plc ("LondonMetric") and Schroder Real Estate Investment Trust Limited ("SREIT") (together, the "Consortium"), and Picton Property Income Limited ("Picton"), are pleased to announce an update to the financial terms of the non-binding, indicative all-share offer for the entire issued and to be issued share capital of Picton (the "Revised Proposed Offer"), the key financial terms of which were first announced on 12 May 2026 and further updated on 16 June 2026 (the "Update Announcement").

Revised Proposed Consideration

Under the revised terms of the Revised Proposed Offer, Picton shareholders would receive:

0.190 LondonMetric shares and 0.894 SREIT shares per Picton share (the "Revised Proposed Consideration")

The Revised Proposed Consideration increases the SREIT exchange ratio from 0.881 to 0.894 new SREIT shares per Picton share. The LondonMetric exchange ratio of 0.190 new LondonMetric shares per Picton share is unchanged.

Based on the closing share prices of LondonMetric and SREIT of 187.8 pence and 46.2 pence, respectively, on 9 July 2026 (being the latest practicable date prior to this announcement (the "Latest Practicable Date")), the Revised Proposed Consideration implies a value of 77.0 pence per Picton share, valuing the entire issued and to be issued share capital of Picton at approximately £397.0 million, of which approximately 46 per cent. relates to LondonMetric shares and approximately 54 per cent. relates to SREIT shares, reflecting the respective interests of each of LondonMetric and SREIT in the underlying assets of Picton.

The Revised Proposed Consideration represents:

·    a premium of approximately 6.8 per cent. to the closing Picton share price of 72.1 pence as at the Latest Practicable Date;

·    a discount of approximately 0.7 per cent. to the Picton share price of 77.5 pence at close of business on 12 January 2026, being the latest practicable date prior to the announcement of Picton's formal sale process (the "Undisturbed Date"); and

·    an implied EPRA NTA discount of approximately 8.5 per cent. based on Picton's fully diluted EPRA NTA per share, SREIT's NAV per share and LondonMetric's EPRA NTA per share, in each case as at 31 March 2026.

View of the Picton Board and Benefits of the Revised Proposed Offer for Picton Shareholders

At the start of 2026, the Board of Picton initiated a Strategic Review and Formal Sale Process to explore options to maximise value for shareholders which resulted in a possible offer being announced on 12 May 2026 (the "Original Possible Offer Announcement").  Following the Original Possible Offer Announcement, the Board of Picton has undertaken an extensive consultation exercise to seek feedback from its shareholders. The Board of Picton has:

i.  carefully considered this generally supportive shareholder feedback, including the support for the Proposed Offer (as defined in the Original Possible Offer Announcement) from its largest shareholder, and the Revised Proposed Consideration; and

ii.  reflected on the extensive Strategic Review and Formal Sale Process, including a number of strategic alternatives to the Revised Proposed Offer.

Taking into account all of these factors, the Picton Board reaffirms its support for the Proposed Offer and is minded to unanimously recommend the Revised Proposed Offer to Picton shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on the financial terms of the Revised Proposed Consideration, subject only to the completion of remaining confirmatory due diligence and the finalisation of definitive transaction documentation to implement the Revised Proposed Offer.

In arriving at its view, as well as the conclusion of the shareholder engagement exercise and the outcome of the formal sale process as noted above, the Board of Picton has taken into account a number of other benefits in respect of the Revised Proposed Offer for Picton shareholders, including, in particular:

·    enhanced implied earnings accretion of 39.4 per cent. on a pro-forma basis, using full year results for the year ended 31 March 2026 for Picton, SREIT and LondonMetric (an increase from 37.7 per cent. based on the exchange ratios included in the Original Possible Offer Announcement)1; and

·    a very material, immediate increase in dividend income for Picton shareholders of 47.4 per cent., based on the LondonMetric Q1 2027 dividend target of 3.15 pence per LondonMetric share, SREIT's Q4 2026 declared dividend of 0.90 pence per SREIT share and Picton's Q4 2026 declared dividend of 0.95 pence per Picton share (an increase from 46.2 per cent. based on the exchange ratios included in the Original Possible Offer Announcement).1

The Original Possible Offer Announcement and the Update Announcement detailed a series of further benefits for Picton shareholders which the Board believes remain unchanged.

____________________________________

1 The statements regarding earnings accretion and the increase in dividend income are not intended as a profit forecast or estimate for any period and should not be interpreted as such, and are not subject to the requirements of Rule 28 of the Code.

SREIT results

SREIT has today separately announced its results for the financial year ended 31 March 2026. SREIT's NAV per share as at 31 March 2026 is 60.9 pence compared to a SREIT NAV per share of 61.7 pence as at 31 December 2025, which has resulted in an agreement between the parties of the Revised Proposed Consideration.

A webcast presentation by SREIT for analysts and investors will be broadcast today at 9.00 am BST. To register, please visit:

https://www.schroders.events/SREI26

Progress update

Since the Update Announcement, all parties have had further discussions with shareholders, are progressing due diligence and finalising the relevant transaction documentation to enable the Consortium to announce a firm intention to make an offer pursuant to Rule 2.7 of the Code.

Dividends

As set out in the Original Possible Offer Announcement, Picton shareholders will be permitted to receive and retain future ordinary course dividends (in line with recent historical practice as to timing and amount), but only to the extent that they are covered by cash earnings for the period to which the dividend relates ("Permitted Future Cash Covered Dividends"). The permitted cash covered dividend for the period ending 30 June 2026 (the "Permitted Picton First Quarter Dividend") will be quantified at the time a firm offer pursuant to Rule 2.7 of the Code is announced.

In the context of the Revised Proposed Offer, if Picton declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders on or after the date of this announcement and prior to completion of the offer in excess of the Permitted Picton First Quarter Dividend and / or the Permitted Future Cash Covered Dividends, LondonMetric and SREIT reserve the right to reduce the LondonMetric exchange ratio by an amount (expressed in LondonMetric shares, based on the closing LondonMetric share price prior to the relevant Picton ex-dividend date) equal to the amount of such excess dividend or distribution or other return of value, and Picton shareholders will be entitled to receive and retain such excess dividend or distribution or other return of value.

Pre-conditions to a firm offer announcement

Following agreement of the Revised Proposed Consideration and the confirmation of the Board of Picton set out above, the announcement of any firm offer for Picton by the Consortium pursuant to Rule 2.7 of the Code would remain subject to, and conditional upon, the prior satisfaction (or waiver) of the following pre-conditions:

·    the completion of remaining confirmatory due diligence to the satisfaction of the Consortium;

·    the provision of certain consents, waivers and approvals by each of Picton's lenders; and

·   the finalisation and agreement of definitive transaction documentation to implement the Revised Proposed Offer.

The Consortium reserves the right to waive any or all of these pre-conditions in its sole discretion. Even in the event that these pre-conditions are satisfied or waived, there can be no certainty that any firm offer will be made.

In accordance with Rule 2.5(a) of the Code, the Consortium also reserves the right to introduce other forms of consideration and/or to vary the composition of the consideration described in this announcement, and to make an offer for Picton at a lower value or on less favourable terms than the Revised Proposed Consideration: (i) with the agreement or recommendation of the Board of Picton; (ii) if a third party announces a firm intention to make an offer for Picton which, at that date, is of a value less than the value of the Revised Proposed Offer; or (iii) following the announcement by Picton of a Rule 9 waiver transaction pursuant to Appendix 1 of the Code or a reverse takeover (as defined in the Code).

Shareholder support

As announced on 12 May 2026, the Consortium received a letter of intent from TR Property Investment Trust plc to vote in favour of (or, if the Proposed Offer is implemented by way of a takeover offer, to accept) the Proposed Offer, in respect of its entire beneficial interest of 58,430,209 Picton shares (representing approximately 11.4 per cent. of the voting rights of Picton as at 11 May 2026 (being the latest practicable date prior to the Original Possible Offer Announcement)).

Other notices

As previously announced by Picton, the Panel on Takeovers and Mergers (the "Panel") has granted a dispensation from the requirements of Rule 2.6(a) of the Code in relation to Picton's formal sale process, such that potential offerors are not subject to the 28-day deadline referred to in Rule 2.6(a) of the Code for so long as they are participating in that process. Accordingly, for so long as LondonMetric and SREIT continue to participate in the formal sale process, the Consortium will not be subject to that deadline.

The Revised Proposed Offer is expected to be implemented by way of a Court-sanctioned scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended), although the Consortium reserves the right to implement the Revised Proposed Offer, if made, by way of a contractual offer.

There can be no certainty that any firm offer for Picton will be made by the Consortium. A further announcement will be made as and when appropriate.

This announcement has been made with the consent of LondonMetric, SREIT and Picton.

The sources and bases for certain information contained in this announcement are set out below.

Enquiries

Sources and bases

·    The value of the Revised Proposed Consideration is calculated by reference to the closing middle-market prices (derived from the London Stock Exchange Daily Official List) for LondonMetric and SREIT of 187.8 pence and 46.2 pence respectively as at 9 July 2026, being the Latest Practicable Date prior to the date of this announcement.

·    The Undisturbed Date share price of 77.5 pence per Picton share is the closing middle-market price on 12 January 2026, being the latest practicable date prior to the announcement of Picton's formal sale process on 13 January 2026.

·    Picton's portfolio valuation of £701 million as at 31 March 2026 is as stated in Picton's full year results dated 12 June 2026.

·    Picton's EPRA NTA per Picton Share of 101.2 pence on a fully diluted basis is based on Picton net assets of £522 million as at 31 March 2026 as stated in Picton's full year results dated 12 June 2026, divided by Picton's fully diluted share count (see below).

·    SREIT's NAV per share of 60.9 pence as at 31 March 2026 is as stated in SREIT's final results announcement dated 10 July 2026.

·    LondonMetric's EPRA NTA per share of 200.6 pence as at 31 March 2026 is as stated in LondonMetric's final results announcement dated 21 May 2026.

·    The issued share capital of Picton of 513,827,021 ordinary shares is as stated in Picton's total voting rights announcement dated 30 January 2026; on a fully diluted basis, assuming full vesting of awards under Picton's share incentive schemes, Picton would have 515,746,013 ordinary shares in issue.

·    In the event of a firm offer being announced, valuation reports in accordance with Rule 29 of the Code will be published in due course.

·    The implied earnings accretion for Picton shareholders is calculated by applying the offer exchange ratio of 0.190 LondonMetric shares per Picton share to LondonMetric's earnings for the year ending 31 March 2026 of 13.5 pence per share, plus the offer exchange ratio of 0.894 SREIT shares per Picton share to SREIT's earnings for the year ending 31 March 2026 of 3.4 pence per share, compared to Picton's earnings of 4.0 pence per share for the year ending 31 March 2026.

·    The implied dividend income uplift for Picton shareholders is calculated by applying the offer exchange ratio of 0.190 LondonMetric shares per Picton share to LondonMetric's Q1 2027 dividend target of 3.15 pence per share, plus the offer exchange ratio of 0.894 SREIT shares per Picton Share to SREIT's Q4 2026 dividend declared of 0.90 pence per share, compared to the Picton Q4 2026 dividend declared of 0.95 pence per share.

·    Certain figures in this announcement have been subject to rounding adjustments.

Important notices

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Picton as financial adviser in connection with the matters set out in this announcement and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to clients of Stifel, nor for advising any other person in connection with any matter referred to in this announcement. None of Stifel or any of its affiliates (or its or their respective directors, officers, employees or agents) 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 Stifel in connection with this announcement, any statement contained herein or otherwise.

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Picton and no one else in connection with the Acquisition and will not be responsible to anyone other than Picton for providing the protections afforded to clients of Panmure Liberum nor for providing advice in relation to any matter referred to herein. Neither Panmure Liberum nor any of their respective partners, directors, officers, employees, advisers, consultants, affiliates or agents 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 Panmure Liberum in connection with the matters referred to in this announcement, any statement contained herein or otherwise.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for LondonMetric and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or 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 Peel Hunt in connection with this announcement, any statement contained herein or otherwise.

Jefferies International Limited ("Jefferies"), which are authorised and regulated by the Financial Conduct Authority in the United Kingdom, are acting for LondonMetric  and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Jefferies in connection with this announcement, any statement contained herein or otherwise.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for SREIT and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than SREIT for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

This announcement 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, whether pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted.

The release, distribution or publication of this announcement in whole or in part, directly or indirectly in, into or from jurisdictions outside the United Kingdom may be restricted by laws of the relevant jurisdictions 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.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018) relating to SREIT and Picton. Upon publication of this announcement, this inside information will be considered to be in the public domain.

The person responsible for arranging the release of this announcement on behalf of SREIT is Katherine Fyfe, Company Secretary.

The person responsible for arranging the release of this announcement on behalf of Picton is Kathy Thompson, Company Secretary.

Disclosure Requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.LondonMetric.com/investors, https://www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/schroder-real-estate-investment-trust and www.Picton.co.uk by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the websites referred to in this announcement is not incorporated into, and does not form part of, this announcement.

This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

No profit forecasts and estimates

No statement in this announcement is intended to constitute a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the earnings or earnings per share or dividend per share for LondonMetric, SREIT or Picton, as appropriate, for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for LondonMetric, SREIT or Picton, as appropriate.

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. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Picton who are not resident in the United Kingdom may be affected by the laws of other relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Picton who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

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