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 UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

24 February 2025

No intention to make an offer for Ground Rents Income Fund Plc

On 8 January 2025, Victoria Property Holdings Limited ("Victoria Property", "we") announced a possible offer for Ground Rents Income Fund plc ("GRIO" or the "Company"). Following further non-binding indicative offers, the Board of GRIO announced on 5 February 2025 a revised PUSU deadline of 25 February 2025 to provide Victoria Property an opportunity to assess the ability to submit an improved proposal ("Proposal"), with access to certain materials.

Victoria Property maintains a disciplined acquisition policy and does not intend to advance a Proposal. Victoria Property also confirms that it does not intend to make an offer for GRIO under Rule 2.7 of the Code. This is a statement to which Rule 2.8 of the Code applies.

For the purposes of Note 2 on Rule 2.8 of the Code, Victoria Property, and any person(s) acting in concert with it, reserve the right to make or participate in an offer or possible offer for GRIO (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 in the following circumstances:

a)   with the agreement of the Board of Directors of GRIO;

b)   following the announcement of a firm intention to make an offer for GRIO by or on behalf of a third party;

c)   following the announcement by GRIO of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Takeover Code) or 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.

This announcement has been made without the consent of GRIO.

Enquiries:

Important notices

Ernst & Young LLP ("EY"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Victoria Property and for no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Victoria Property for providing the protections afforded to clients of EY, or for providing advice in connection with the matters described in this announcement or any matter referred to herein.

Additional information

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.