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 IS AN ANNOUNCEMENT RELATING TO 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.

FOR IMMEDIATE RELEASE

5 February 2025

                                              Ground Rents Income Fund plc ("GRIO", or the "Company")

FURTHER POSSIBLE OFFER FROM VICTORIA PROPERTY

EXTENSION TO PUSU DEADLINE

On 31 January 2025, the Board of Directors of Ground Rents Income Fund plc (the "Board") announced that it had received a fourth proposal from Victoria Property Holdings Limited ("Victoria Property"), part of Martin Property Group. This proposal was a non-binding indicative cash offer by Victoria Property to acquire the entire issued and to be issued share capital of GRIO at a price of 37.5 pence per GRIO share (the "Fourth Proposal"). 

Since then, the Board has received a fifth non-binding indicative cash offer at a price of 40.0 pence per GRIO share subject to a number of waivable pre-conditions, including completion of satisfactory due diligence (the "Fifth Proposal"). The Board believes that the Fifth Proposal continues to significantly undervalue the Company and does not reflect the progress being made in implementing the strategy approved, and recently re-endorsed, by GRIO shareholders. An update on progress made in the protection of shareholders' interests under the proposed Leasehold reform and in building safety was included in a separate announcement named "Company Update" released immediately before this announcement.

The Board has agreed to grant Victoria Property access to certain materials requested so that it may conduct due diligence, noting that the Company already provides a high level of relevant disclosure in its accounts. This step reflects the Board's commitment to delivering value to shareholders and is based on the explicit understanding that it is intended to provide Victoria Property with an opportunity to submit an improved proposal that the Board judges to be capable of recommendation. The Board will continue to engage with GRIO shareholders through its advisers during the period before the Revised PUSU Deadline (as defined below).

Accordingly, in accordance with Rule 2.6(c) of the Code, the Board has requested, and the Panel on Takeovers and Mergers (the "Panel") has consented to, an extension, until 5.00 p.m. (London time) on 25 February 2025 (the "Revised PUSU Deadline") to the deadline by which Victoria Property is required either to announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code, or to announce that it does not intend to make an offer. The Revised PUSU Deadline may only be extended with the agreement of GRIO and the Panel in accordance with Rule 2.6(c) of the Code.

There can be no certainty that a firm offer will be made for GRIO by Victoria Property nor as to the terms upon which any such offer is made even if the preconditions are satisfied or waived.

This announcement has been made with the consent of Victoria Property.

In accordance with Rule 2.5(a) of the Code, Victoria Property reserves the following rights:

a)     to introduce other forms of consideration and/or to vary the composition of the consideration;

b)    to make an offer for GRIO at a lower value or on less favourable terms than those described in this announcement:

i)    with the recommendation or consent of the Board of GRIO;

ii)    if a third party announces a firm intention to make an offer, or a possible offer, for GRIO on less favourable terms than the Fifth Proposal; and

iii)   following the announcement by GRIO of a Rule 9 waiver proposal (see Note 1 of the Notes on Dispensations from Rule 9 of the Code).

c)     to reduce its offer by the amount of any dividend that is announced, declared, made or paid by GRIO after the date of this announcement and prior to completion.

 A further announcement will be made in due course.

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Enquiries:

Schroder Real Estate Investment Management Limited

Matthew Riley / Chris Leek

020 7658 6000

Singer Capital Markets (Financial Adviser & Broker)

James Maxwell / Alaina Wong / Sam Butcher (Investment Banking)

Sam Greatrex (Sales)

020 7496 3000

Appleby Securities (Channel Islands) Limited (Sponsor)

Andrew Weaver / Michael Davies

01534 888 777

FTI Consulting

Richard Gotla / Oliver Parsons

0203 727 1000

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Notice related to financial advisers:

Singer Capital Markets Securities Limited ("Singer Capital Markets"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for GRIO and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than GRIO for providing the protections afforded to clients of GRIO or for providing advice in relation to the subject matter of this announcement or any other matter referred to in this announcement.

Disclosure requirements of the Code:

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of GRIO 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) GRIO 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 GRIO 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% or more of any class of relevant securities of GRIO or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of GRIO 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) GRIO and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 p.m. (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 GRIO or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

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

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 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 in restricted jurisdictions) at www.schroders.com/en-gb/uk/individual/funds-and-strategies/investment-trusts/ground-rents-income-fund-plc/, by no later than 12 noon (London time) on the business day immediately following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Market abuse regulation

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse (Amendment) (EU Exit) Regulations 2019. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

The person responsible for arranging the release of this announcement on behalf of the Company is Matthew Riley, a member of Company Secretarial team of the Company.