Custodian Property Income REIT plc agreed to acquire abrdn Property Income Trust Limited (LSE : API) from Jill May, Michael Balfour, James Clifton-Brown, Sarah Slater and others for approximately £240 million on January 19, 2024. Under the terms, consideration will be in exchange of shares, for each Scheme Share, 0.78 New CREI Shares. Transaction is expected to close on April 30, 2024. The transaction has been approved by API's director and recommended unanimously that Scheme Shareholders. In order to allot and issue the New CREI Shares, CREI will be required to seek the approval of CREI Shareholders of the CREI Resolution at the CREI General Meeting. It is intended that the Merger will be implemented by way of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law. As of February 22, 2024, abrdn Property Income Trust Limited Board intends to adjourn the API Court Meeting and the API General Meeting which were originally convened for February 28, 2024 and also recommends that API Shareholders do not attend the API Court Meeting and the API General Meeting on February 28, 2024. As of March 14, 2024, the API Board has decided that, while it continues to view a Managed Wind-Down as a less attractive option for API Shareholders than the CREI Merger, it intends to pursue such an option in the event that the CREI Merger is not approved by the requisite majorities of API and CREI Shareholders. As of March 21, 2024, Custodian Property Income REIT plc shareholders have approved the transaction. The API board recommended shareholders vote for the Custodian merger either by proxy on March 25 or in person on March 27, 2024.

Nathan Brown, Stuart Ord, Alexander Kladov and George Shiel of Numis Securities Limited acted as financial advisor to Custodian Property Income REIT. Patrick Long and Jolyon Coates of Lazard & Co., Limited acted as Financial advisor and Fairness opinion provider to abrdn Property Income Trust Limited. Stephenson Harwood LLP is acting as English legal adviser to CREI in connection and Addleshaw Goddard LLP is acting as English legal adviser to API. Northern Trust International Fund Administration acted as transfer agent. Link Group Limited acted as transfer agent , RSM UK Corporate Finance and Deloitte UK acted as Accountant to CREI.

Custodian Property Income REIT plc cancelled the acquisition of abrdn Property Income Trust Limited (LSE : API) from Jill May, Michael Balfour, James Clifton-Brown, Sarah Slater and others on March 27, 2024. The proportions of API Shares voting in favour were below the minimum being 75% threshold needed to approve the resolutions. As such the CREI Merger has been terminated, the scheme of arrangement implementing the CREI Merger has lapsed and API is no longer in an offer period as defined by the City Code on Takeovers and Mergers. The total votes in favour of the resolutions to implement the CREI Merger were 60.79% of API Shares voted at the Court Meeting and 61.37% of API Shares voted at the General Meeting, and 86.15% by number of API Shareholders who voted at the Court Meeting. The API Board will now take steps to implement a Managed Wind-Down subject to the approval of API Shareholders at a general meeting.