Notices

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively as financial adviser and Rule 3 adviser to Life Science REIT and no one else in connection with the matters referred to in this Announcement or any other matter or arrangement set out in this Announcement. Panmure Liberum will not regard any other person as its client in connection with the Acquisition or any other matter or arrangement set out in this Announcement and will not be responsible to anyone other than Life Science REIT for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or any other matter or arrangement referred to in this Announcement. Neither Panmure Liberum 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, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with the Acquisition, this Announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Panmure Liberum as to the contents of this Announcement.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial Market Supervisory Authority in Switzerland. It is authorised by the Prudential Regulation Authority and subject to regulation by the FCA and limited regulation by the Prudential Regulation Authority in the United Kingdom. UBS is acting as financial adviser to British Land and no one else in connection with the matters set out in this Announcement. In connection with such matters, UBS, its affiliates, and its or their respective directors, officers, employees and agents will not regard any other person as its client, nor will it be responsible to any other person for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement or any other matter referred to herein.

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Panmure Liberum and its affiliates and UBS and its affiliates will each continue to act as exempt principal trader in British Land and Life Science REIT securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Overseas Shareholders

The availability of New British Land Shares (and the ability of persons to hold such shares) in, and the release, publication or distribution of this Announcement in or into jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. Any persons who are not resident in the United Kingdom, or who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom, should inform themselves about, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of another jurisdiction to vote their Life Science REIT Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by British Land or required by the Code, and permitted by applicable law and regulation, the New British Land Shares to be issued pursuant to the Acquisition to Life Science REIT Shareholders will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of, or require registration thereof in, that jurisdiction. Persons (including without limitation nominees, trustees and custodians) receiving this Announcement or any formal documentation relating to the Acquisition must not mail or otherwise forward, distribute or send such documents in, into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in, into or from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

The availability of New British Land Shares pursuant to the Acquisition to Life Science REIT Shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements. Life Science REIT Shareholders who are in any doubt about such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. The statements contained in this Announcement are not to be construed as legal, business, financial or tax advice.

Notes to US Investors in Life Science REIT

Life Science REIT Shareholders in the United States should note that the Acquisition relates to the shares of an English company and is proposed to be made by means of a scheme of arrangement provided for under, and governed by, English law. Neither the proxy solicitation nor the tender offer rules under the US Exchange Act will apply to the Scheme. Moreover, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the US proxy solicitation rules and tender offer rules. If, in the future, British Land exercises its right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, such offer will be made in compliance with applicable United States securities laws and regulations, including any applicable exemptions under the US Securities Act or US Exchange Act. Any such Takeover Offer would be made in the United States by British Land and no one else.

Financial information included in this Announcement has been or will be prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Life Science REIT and British Land are each organised under the laws of England and Wales. It may be difficult for US holders of Life Science REIT Shares to enforce their rights and any claim arising out of US federal laws, since Life Science REIT and British Land are located outside of the United States, and some or all of their officers and directors may be residents of countries other than the United States. It may not be possible to sue Life Science REIT, British Land or any of their officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Life Science REIT, British Land or their respective affiliates to subject themselves to the jurisdiction and judgment of a US court.

In accordance with the Code, normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, British Land or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Life Science REIT Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition becomes Effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

The receipt of cash and New British Land Shares by a US holder of Life Science REIT Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local income, franchise or transfer, as well as foreign and other, tax laws and such consequences, if any, are not described herein. Each Life Science REIT Shareholder (including US holders) is urged to consult its independent professional advisers immediately regarding the legal, tax and financial consequences of the Acquisition applicable to them.

This Announcement does not constitute or form a part of any offer to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities in the United States.

Neither the US Securities and Exchange Commission nor any securities commission of any state or other jurisdiction of the United States has approved the Acquisition, passed upon the fairness of the Acquisition, or passed upon the adequacy or accuracy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

Notes regarding New British Land Shares

The New British Land Shares have not been and will not be registered under the US Securities Act, or under the relevant securities laws of any state, territory or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the US Securities Act, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. It is expected that the New British Land Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. For the purpose of qualifying for the exemption provided by Section 3(a)(10) of the US Securities Act, Life Science REIT will advise the Court that its sanctioning of the Scheme will be relied on by British Land for the purposes of a Section 3(a)(10) exemption following a hearing on the fairness of the Scheme to Life Science REIT Shareholders.

The New British Land Shares to be issued pursuant to the Scheme have not been and will not be registered under the relevant securities laws of Japan and the relevant clearances have not been, and will not be, obtained from the securities commission of any province of Canada. No prospectus in relation to the New British Land Shares has been, or will be, lodged with, or registered by, the Australian Securities and Investments Commission. 

Accordingly, the New British Land Shares are not being, and may not be, offered, sold, resold, delivered or distributed, directly or indirectly in or into a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of relevant laws of, or require registration thereof in, such jurisdiction (except pursuant to an exemption, if available, from any applicable registration requirements or otherwise in compliance with all applicable laws).

Important Information

This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer or invitation or the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Life Science REIT or British Land in any jurisdiction, in contravention of applicable laws. The Acquisition will be implemented solely pursuant to the terms of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document) which, together with the accompanying Forms of Proxy (or forms of acceptance, if applicable), contain (or will contain) the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision by Life Science REIT Shareholders in respect of, or other response to, the Acquisition (including any vote in respect of the approval of the Scheme at the Court Meeting or the Resolution at the General Meeting), should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document). Life Science REIT and British Land urge Life Science REIT Shareholders to read the Scheme Document carefully as it contains important information relating to the Acquisition, the New British Land Shares and the Enlarged Group.

The statements contained in this Announcement are made as at the date of this Announcement and unless some other time is specified in relation to them, the release of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

This Announcement does not constitute a prospectus or prospectus equivalent document.

No person should construe the contents of this Announcement as legal, financial or tax advice. If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

No person has been authorised to make any representations on behalf of any member of the Life Science REIT Group or the British Land Group concerning the Acquisition which are inconsistent with the statements contained in this Announcement and such representations, if made, may not be relied upon as having been so authorised by Life Science REIT, British Land, the Life Science REIT Directors, the British Land Directors, UBS, Panmure Liberum or any other person involved in the Acquisition.

Cautionary note on Forward-Looking Statements

This Announcement (including information incorporated by reference into this Announcement), oral statements made regarding the Acquisition and other information published by Life Science REIT and British Land contain statements which are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts; they are prospective in nature, based on current expectations and projections about future events and circumstances, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. The forward-looking statements contained in this Announcement may include statements relating to British Land's and Life Science REIT's financial condition, operations, businesses, plans, objectives and expected performance, the expected effects of the Acquisition on British Land and Life Science REIT, the expected timing of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "targets", "hopes", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases of similar meaning or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.

These statements are based on assumptions and assessments made by British Land and/or Life Science REIT in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. However, there are a number of factors which could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements, including, among others, the enactment of legislation or regulation that may impose costs or restrict activities; changes in the global, political, economic, business and competitive environments in which British Land and Life Science REIT operate and in market and regulatory forces; changes in interest and exchange rates; the re-negotiation of contracts or licences; fluctuations in demand and pricing in the real estate industry; fluctuations in exchange controls; changes in government policy and taxation; industrial disputes; war and terrorism. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.

Each forward-looking statement in this Announcement speaks only as at the date of this Announcement. Although British Land and Life Science REIT believe that the expectations reflected in such forward-looking statements are reasonable, neither Life Science REIT nor British Land nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations, neither British Land nor Life Science Reit is under any obligation, and British Land and Life Science REIT expressly disclaim any intention or obligation to update or correct any forward-looking statements contained in this Announcement (whether as a result of new information, future events or otherwise).

All subsequent oral or written forward-looking statements attributable to British Land or Life Science REIT or any of their respective members, directors, officers, employees or advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10^th 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% 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(s), 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 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.

Right to switch to a Takeover Offer

British Land reserves the right to elect (with the consent of the Panel) to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of Life Science REIT as an alternative to the Scheme. In such an event, such Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in method of effecting the Acquisition, which may include such amendments as described in paragraph 1 of Part C of Part 4 (Conditions to and certain further terms of the Acquisition and the Scheme) of the Scheme Document.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Information relating to Life Science REIT shareholders

Please be aware that addresses, electronic addresses and certain information provided by Life Science REIT Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from Life Science REIT may be provided to British Land during the Offer Period as required by Section 4 of Appendix 4 to the Code.

Publication on websites and availability of hard copies

A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Life Science REIT's website at https://disclaimer.lifesciencereit.co.uk/offer-for-the-company and British Land's website at https://www.britishland.com/investors/offer-for-life-science-REIT by no later than 12 noon (London time) on the Business Day following the date of this Announcement.

In accordance with Rule 30.3 of the Code, Life Science REIT Shareholders and persons with information rights can obtain a hard copy of the Scheme Document, announcements and information relating to the Acquisition by contacting MUFG Corporate Markets at Central Square, 29 Wellington Street, Leeds, LS1 4DL or by telephoning +44 (0) 371 664 0321 or by emailing [email protected]. Calls are charged at standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes. 

For persons who receive a copy of the Scheme Document in electronic form or by it being published on Life Science REIT's website, a hard copy of the Scheme Document will not be sent unless so requested. Such persons may also inform MUFG Corporate Markets that they wish all future documents, announcement and information in relation to the Acquisition to be sent to them in hard copy.

For the avoidance of doubt, the contents of the aforementioned websites, and any websites accessible from hyperlinks on those websites, are not incorporated into and do not form part of this Announcement.