LXI REIT plc (LSE:LXI) entered into a Scheme of Arrangement to acquire Secure Income REIT Plc for £1.5 billion on May 11, 2022. Under the terms of the Merger, for each Secure Income REIT (SIR) Share, SIR Shareholders will be entitled to receive 3.32 New LXi Shares. A partial cash alternative will be made available under which SIR Shareholders can elect to receive cash instead of some, or potentially all, of the New LXi Shares. The maximum aggregate amount of the partial cash alternative will not exceed 25 per cent. of the total value of the consideration offered to SIR Shareholders (equating to a maximum aggregate cash consideration of £385 million). SIR Shareholders who validly elect to receive the Partial Cash Alternative for up to a basic entitlement of 118.880 pence in cash per SIR Share, sold pursuant to the Merger, will receive the full amount of cash for which they have elected. SIR Shareholders who elect to receive the basic entitlement of 118.880 pence in cash per SIR Share will also receive 2.488 New LXi Shares for each SIR Share. Following completion of the Merger, and assuming that the Partial Cash Alternative is fully taken up in aggregate, existing LXi Shareholders will hold approximately 53% and SIR Shareholders approximately 47% respectively in the LXi Group as enlarged by the SIR Group following completion of the Merger. The cash consideration payable by LXi to SIR Shareholders pursuant to the Partial Cash Alternative will be financed by a bridge term facility. LXi intends to delist SIR following the Effective Date. Following completion of the Merger, it is expected that Nick Leslau and Sandy Gumm will join the LXi Board as non-executive directors. SIR Directors and LXi Board intend to recommend unanimously that the respective Shareholders vote in favour of the Scheme. The Merger will be conditional upon sanction of the Scheme by the Court. As of June 22, 2022, the scheme was approved by the shareholders of SIR and LXi, respectively. As of July 4, 2022, the Court has sanctioned the Scheme.

Scheme is expected to become Effective in July 2022. Scheme is expected to become Effective on July 6, 2022. The merger is expected to be immediately accretive to cash earnings per share. Alex Midgen and Sam Green of Rothschild & Co acted as lead financial advisor for SIR. Mark Young, Stewart Wallace and Rajpal Padam of Stifel acted as joint financial advisor for SIR. Rishi Bhuchar, Tom Yeadon, Ed Matthews, Paul Bundred of Jefferies International Limited acted as lead financial adviser to LXi. Luke Simpson, Carl Gough, Liz Yong, Huw Jeremy of Peel Hunt LLP acted as joint financial adviser to LXi. Bronson Albery, Omar Faruqui, Callum West of Barclays Bank PLC, acting through its Investment Bank acted as joint financial adviser to LXi. Anthony Parsons, Ali Razvi, Alex Thomas of HSBC Bank plc acted as joint financial adviser to LXi. Bryan Cave Leighton Paisner LLP is acting as legal adviser to SIR. Stephenson Harwood LLP is acting as legal adviser to LXi. Link Group acted as registrar for SIR.

LXI REIT plc (LSE:LXI) completed the acquisition of Secure Income REIT Plc on July 6, 2022. Admission of the SIR Shares to trading on AIM will be cancelled with effect from July 7, 2022.