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 PROPOSED 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

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

FOR IMMEDIATE RELEASE

12 May 2026

Statement regarding a 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 that they have reached agreement in principle on the key financial terms of a non-binding, indicative all-share offer for the entire issued and to be issued share capital of Picton (the "Proposed Offer").

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

0.190 LondonMetric shares and 0.881 SREIT shares per Picton share (the "Proposed Consideration")

Based on the closing share prices of LondonMetric and SREIT of 187.7 pence and 48.3 pence, respectively, on 11 May 2026 (being the latest practicable date prior to this announcement) (the "Latest Practicable Date"), the Proposed Offer values the entire issued and to be issued share capital of Picton at £403.4 million and implies a value of 78.2 pence per Picton share, of which 46 per cent. relates to LondonMetric shares and 54 per cent. relates to SREIT shares, reflecting the respective interests of each of LondonMetric and SREIT in the underlying assets of Picton.

Based on the terms of the Proposed Offer, LondonMetric and SREIT would each acquire a split of Picton's Gross Asset Value, based on Picton's portfolio valuation as at 31 December 2025, of approximately 46 per cent. and 54 per cent. respectively.

The Proposed Consideration implies:

·              a premium of approximately 7.0 per cent. to the closing Picton share price of 73.1 pence as at 11 May 2026;

·              a premium of approximately 0.9 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");

·              a premium of approximately 13.0 per cent. based on the volume-weighted average share prices for LondonMetric, SREIT and Picton of 189.0 pence, 54.2 pence and 74.1 pence respectively over the one-month period prior to the Undisturbed Date;  

·              an implied EPRA NTA discount of approximately 9.2 per cent. based on the EPRA NTA per share of Picton, the NAV per share of SREIT as at 31 December 2025 and the EPRA NTA of LondonMetric as at 30 September 2025; and

·              a discount of approximately 5.6 per cent. to Picton's portfolio valuation as at 31 December 2025.

Based on the terms of the Proposed Offer, on completion, Picton shareholders would be expected to hold approximately 4.0 per cent. of the enlarged issued share capital of LondonMetric and approximately 48.2 per cent. of the enlarged issued share capital of SREIT. LondonMetric currently owns approximately 11.1 per cent. of the voting rights of SREIT, which would reduce to approximately 5.8 per cent. on completion of the Proposed Offer.

The shareholders of each of SREIT and LondonMetric will be expected to continue to receive ordinary course dividends in line with recent historical practice as to timing and amount in respect of their current shareholdings. Picton shareholders will be permitted to receive and retain an ordinary course quarterly dividend of 0.95 pence per Picton share for the period ending 31 March 2026 (the "Permitted Picton May Dividend"). In addition to the Permitted Picton May Dividend, Picton shareholders will be permitted to receive and retain other 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"). If Picton declares, makes or pays any dividend or distribution or other return of value or payment to its shareholders in excess of the Permitted Picton May Dividend and / or the Permitted Future Cash Covered Dividends, the Consortium reserves the right to make a reduction to the Proposed Consideration equivalent to that excess dividend or distribution or other return of value or pay an equalisation dividend to their respective shareholders to a common date.

Envisaged transaction structure for the Proposed Offer

Upon completion of the transaction, the respective sector weightings of LondonMetric and SREIT's portfolios are expected to remain largely unaffected, based on the current envisaged allocation of assets from the Picton portfolio to each of LondonMetric and SREIT.

Any transaction-related costs borne by Picton and liabilities incurred as part of the Proposed Offer will be shared on an approximately pro rata basis between LondonMetric and SREIT.    

Background to and rationale for the Proposed Offer

The Consortium believes that the Proposed Offer:

·      retains Picton's good quality portfolio in the UK-listed arena and continued exposure to such assets for Picton shareholders, while addressing the challenges facing Picton as an independent, listed company, as set out in its announcement of its formal sale process on 13 January 2026;

·      provides Picton shareholders with the opportunity to crystallise a premium to the share price at the Undisturbed Date whilst reinvesting into two enlarged, UK-listed REITs that will enjoy the various benefits of enhanced scale;

·      delivers a mix of consideration that means that Picton shareholders will enjoy:

o  the ability to continue to hold shares in an internally managed platform through LondonMetric shares, and further benefitting from LondonMetric's established track record in delivering shareholder returns; and

o  the ability to invest in a Schroders managed REIT through SREIT shares, benefitting from higher yielding assets and delivering compounding income-led total shareholder returns through the cycle;

·      is expected to further strengthen SREIT's balance sheet profile by reducing SREIT's loan-to-value ratio such that it sits comfortably within the long-term strategic target range of 25-35 per cent, and by inheriting a below-market cost of debt; and

·      is expected to be earnings accretive for each of LondonMetric and SREIT, with a very material, immediate increase in dividend income for Picton's shareholders. ^‡

________________________     

^‡_{The statements regarding earnings accretion and dividend increase are not intended as a profit forecast and should not be construed as such, and are not subject to the requirements of Rule 28 of the Code. The statements should not be interpreted to mean that the earnings per share in any future fiscal period will necessarily match or be greater than those for the relevant preceding financial period.}

Other terms of the Proposed Offer

As part of the Proposed Offer, LondonMetric has agreed in principle to enter into a 6 month lock-up commencing upon completion of the transaction, restricting the disposal of its current shareholding in SREIT, subject to certain limited customary exceptions.

In addition, Schroders has agreed to a 10-basis point reduction in the SREIT management fee rate across all tiers. Accordingly, SREIT shareholders will benefit from lower fees upon completion of the transaction, as well as further potential fee reductions thereafter, through the revised fee tiering as set out in the table below:

Schroders has agreed to take a one-year IMA fee waiver spread over 24 months on the share of Picton NAV to be taken by SREIT immediately following completion of the transaction.

In recognition of the extended fee waiver and the 10-basis point reduction in the SREIT management fee rate across all tiers, SREIT has agreed to a three-year fixed contract, moving to a one-year notice period thereafter.

The current intention is for the enlarged SREIT group to be led by Nick Montgomery and Bradley Biggins, who serve as the company's existing Fund Managers. As part of the organisational integration process, SREIT would closely assess employee retention opportunities in the interim period to support the integration and over the long-term, including undertaking a talent review of Picton's existing staff members to determine where there is a strong fit and opportunity to deliver incremental value.

Views of the Picton Board

The Board of Picton has carefully considered the Proposed Offer, together with its advisers, and concluded that the terms of the Proposed Offer are such that the Board of Picton would be minded unanimously to recommend to Picton shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such financial terms, subject to the satisfactory performance of reciprocal due diligence on LondonMetric and SREIT, satisfactory resolution and agreement of the other terms of the Proposed Offer and the finalising of definitive transaction documentation to implement the Proposed Offer. 

Shareholder Support

The Consortium is pleased to announce that it has received a letter of intent from TR Property Investment Trust plc ("TR Property") to vote in favour of all relevant resolutions to effect a scheme of arrangement in respect of the Proposed Offer or, in the event that the Proposed Offer is implemented by way of a takeover offer, to accept or procure the acceptance of the takeover offer (the "TR Letter of Intent").

The TR Letter of Intent is in respect of TR Property's entire beneficial interest in Picton shares amounting to 58,430,209Picton shares, representing approximately 11.4 per cent. of the voting rights of Picton on the Latest Practicable Date.

Pre-conditions to a firm offer announcement

The announcement of any firm offer for Picton by the Consortium would be subject to and conditional upon the prior satisfaction of certain pre-conditions. These pre-conditions include:

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

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

·      final approvals from the Boards of LondonMetric and SREIT; and

·      in the event that a firm offer is proposed to be made by the Consortium on the terms of the Proposed Offer, receipt by the Consortium of confirmation by the Picton Board of its intention to provide its unanimous recommendation of the Proposed Offer to Picton shareholders  supported by its financial adviser for the purposes of Rule 3 of the Code as to the financial terms of the 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 following rights:

(1)  to introduce other forms of consideration and/or to vary the composition of the consideration as described in this announcement; and

(2)  to make an offer for Picton at a lower value or on less favourable terms than the Proposed Offer:

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 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).

Other notices

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.

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, so long as LondonMetric and SREIT continue to participate in the formal sale process, the Consortium will not be subject to the 28 day deadline referred to in Rule 2.6(a) of the Code.

The 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). However, the Consortium reserves the right to implement the Proposed Offer, if made, by way of a contractual offer.

To the extent the Proposed Offer is implemented by way of a scheme of arrangement, it will require approval by Picton shareholders at (i) a Picton shareholder meeting convened by the Court to approve the scheme of arrangement and (ii) a general meeting of Picton. 

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

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

Enquiries:

Sources and bases

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used.

·          The value of the Proposed Offer is calculated by reference to the closing share prices (being the closing middle market prices derived from the London Stock Exchange Daily Official List) for LondonMetric and SREIT as at 11 May 2026, being the Latest Practicable Date prior to the date of this announcement.

·         Picton's portfolio valuation of £699.1 million as at 31 December 2025 is as stated in Picton's trading update and NAV announcement dated 29 January 2026.

·              Picton's EPRA NTA per share of 102.4 pence as at 31 December 2025 is as stated in Picton's trading update and NAV announcement dated 29 January 2026.

·           SREIT's NAV per share of 61.7 pence as at 31 December 2025 is as stated in SREIT's NAV update announcement dated 26 February 2026.

·       LondonMetric's EPRA NTA per share of 199.5 pence as at 30 September 2025 is as stated in LondonMetric's half year results announcement dated 20 November 2025.

·             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 Undisturbed Date share price of 77.5 pence per Picton share is the closing middle market price derived from the London Stock Exchange Daily Official List on 12 January 2026, being the latest practicable date prior to the announcement of Picton's formal sale process on 13 January 2026.

·              Volume-weighted average prices for Picton, LondonMetric and SREIT shares have been derived from data provided by Bloomberg.

·        The issued share capital of LondonMetric of 2,344,406,347 ordinary shares is as stated in LondonMetric's Rule 2.9 announcement dated 12 February 2026.

·              As stated in SREIT's Rule 2.9 announcement dated 24 March 2026, SREIT had in issue 565,664,749 ordinary shares of no par value with one voting right per share. SREIT holds 76,554,173 ordinary shares in treasury. The total number of voting rights is therefore 489,110,576.

·            The current shareholding of LondonMetric in SREIT is 54,428,634 ordinary shares as at the date of this announcement.

·            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.

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

Important Notices

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.

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.

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 LondonMetric, 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 LondonMetric is Jadzia Duzniak, Company Secretary.

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 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 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.