BCPT.L

Balanced Commercial Property Trust Limited
Balanced Commercial Property Trust Ltd - Scheme of Arrangement
15th November 2024, 12:05
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FOR IMMEDIATE RELEASE

15 November 2024

RECOMMENDED CASH ACQUISITION

of

BALANCED COMMERCIAL PROPERTY TRUST LIMITED ("BCPT")

by

STARLIGHT BIDCO LIMITED ("BIDCO")

(a newly formed company incorporated in Guernsey and owned by Starwood Funds)

to be effected by means of a Court-sanctioned scheme of arrangement under Part
VIII of the Companies (Guernsey) Law, 2008 (as amended)

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 4 September 2024, it was announced that the boards of BCPT and Bidco had
reached agreement on the terms of a recommended cash offer to be made by Bidco
for the entire issued and to be issued share capital of BCPT (the
"Acquisition"), to be implemented by way of a Court-sanctioned scheme of
arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)
(the "Scheme").

As previously announced, BCPT published the scheme document in respect of the
Acquisition on 30 September 2024 (the "Scheme Document") and, on 25 October
2024, all resolutions in respect of the Scheme were duly passed at the Court
Meeting and the General Meeting.

The Board of BCPT is pleased to announce that, at the Sanction Hearing heard
earlier today, the Royal Court of Guernsey sanctioned the Scheme and granted the
Court Order in connection with the Acquisition. As the Conditions of the
Acquisition have now been satisfied or, where applicable, waived, the Scheme has
become effective in accordance with its terms.

Unless the context provides otherwise, words and expressions defined in the
Scheme Document shall have the same meanings in this announcement. All
references to time shown in this announcement are references to London (UK)
time.

Commenting on the Acquisition becoming Effective, Paul Marcuse, Chairman of
BCPT, said:

"The BCPT Board is pleased that the recommended transaction received
overwhelming support, with almost 99 per cent. of votes in favour of the
proposals. The BCPT Board thanks the Columbia Threadneedle team for its
management of BCPT and its portfolio since launch, with particular thanks to
Richard Kirby, Dan Walsgrove and Scott Macrae for their continued dedication and
professionalism over recent months since BCPT announced the Strategic Review in
April 2024."

Settlement

Pursuant to the terms of the Scheme, Scheme Shareholders whose names appeared on
the register of members of BCPT at the Scheme Record Time, being 6.00 p.m. on 14
November 2024, will be entitled (subject to certain terms and conditions) to
receive 96.00 pence in cash for each Scheme Share held.

As set out in the Scheme Document, settlement of the Cash Consideration to which
any Scheme Shareholder is entitled under the Scheme will be effected as soon as
practicable after the Effective Date and, in any event, not later than 14 days
after the Effective Date, in the following manner:

(a)    in respect of Scheme Shareholders holding Scheme Shares in uncertificated
form (that is, in CREST) as at the Scheme Record Time, through the crediting of
CREST accounts by not later than 29 November 2024; and

(b)    in respect of Scheme Shareholders holding Scheme Shares in certificated
form as at the Scheme Record Time, by the despatch of cheques or, should there
be a valid bank mandate in place, release of electronic payments by not later
than 29 November 2024.

As a result of the Scheme having become Effective, share certificates in respect
of BCPT Shares have ceased to be valid documents of title and entitlements to
BCPT Shares held in uncertificated form in CREST have been cancelled.

Dealings in BCPT Shares were suspended with effect from 7.30 a.m. today, 15
November 2024. Applications have been made to the London Stock Exchange to
cancel the trading in BCPT Shares on the Main Market, and to the Financial
Conduct Authority to cancel the listing of the BCPT Shares on the closed-ended
investment funds category of the Official List, which in each case is expected
to take effect by no later than 8.00 a.m. on 18 November 2024.

BCPT Shareholders are referred to the Scheme Document, in particular paragraph
10 of Part 2 of the Scheme Document, which sets out in detail the full terms and
conditions of the settlement of the consideration payable for each Scheme Share
under the Acquisition.

Directorate changes

As the Scheme has now become effective, BCPT duly announces that, as of 15
November 2024, Paul Marcuse, Isobel Sharp, John Wythe, Linda Wilding and Karima
Fahmy will each step down from the BCPT Board (as well as the boards of BCPT's
subsidiaries). Each of Matthew Parrott, Nicholas Chadwick and Daniel McLoughlin
have been appointed as directors of BCPT and each of its subsidiaries as of
today's date.

Dealing disclosures

BCPT is no longer in an "Offer Period" as defined in the City Code on Takeovers
and Mergers (the "Code") and, accordingly, the dealing disclosure requirements
previously notified to those interested in BCPT Shares no longer apply.

Enquiries:

Balanced Commercial Property Trust Limited                 via Burson Buchanan
Paul Marcuse (Chairman)
Barclays Bank PLC, acting through its Investment Bank      +44 (0)20 7623 2323
(Lead Financial Adviser and Joint Corporate Broker to
BCPT)
Bronson Albery / Callum West / Patrick Colgan / Dion Di
Miceli (Corporate Broking)
Dickson Minto Advisers LLP (Joint Financial Adviser and    +44 (0)20 7649 6823
Rule 3 adviser to BCPT)
Douglas Armstrong / Andrew Clark / Jamie Seedhouse
Winterflood Securities Limited (Joint Corporate Broker to  +44 (0)20 3100 0265
BCPT)
Joe Winkley / Neil Morgan / Innes Urquhart
Burson Buchanan (PR Adviser to BCPT)                       +44 (0)20 7466 5000
Helen Tarbet / Henry Wilson / George Beale

Important notices

You should read this announcement and the Scheme Document and if you are in any
doubt as to the action you should take, consult an independent financial
adviser. In making an investment decision you must rely on your own examination
of the terms of the Scheme, and the Acquisition, including the merits and risks
involved. If you have any questions about the Scheme Document, the Court Meeting
or the General Meeting or are in any doubt as to how to complete the Forms of
Proxy, please contact Computershare on the number set out above.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting as lead financial adviser and joint corporate broker to BCPT and
for no one else in connection with the Acquisition and the matters set out in
this announcement and the Scheme Document and will not be responsible to anyone
other than BCPT for providing the protections afforded to clients of Barclays
nor for providing advice in relation to the matters set out in or referred to in
this announcement and the Scheme Document. In accordance with the Takeover Code,
normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act,
Barclays and its affiliates will continue to act as exempt principal trader in
BCPT 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 Takeover 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.

Dickson Minto Advisers LLP ("Dickson Minto Advisers"), which is authorised and
regulated by the FCA in the United Kingdom, is acting as joint financial adviser
and sole Rule 3 adviser to BCPT and for no one else in connection with the
Strategic Review, the Acquisition and any other matters referred to in this
announcement and the Scheme Document and will not be responsible to anyone other
than BCPT for providing the protections afforded to clients of Dickson Minto
Advisers nor for providing advice in connection with the Strategic Review, the
Acquisition and any other matters referred to in this announcement and the
Scheme Document. Neither Dickson Minto Advisers nor any of its affiliates (nor
any of its or their respective directors, officers, employees, members,
representatives or agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct, indirect, consequential, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Dickson
Minto Advisers in connection with the Strategic Review, the Acquisition and any
other matters referred to in this announcement and the Scheme Document, any
statement contained herein or in the Scheme Document or otherwise.

This announcement and the Scheme Document do not constitute an offer or an
invitation to purchase or subscribe for any securities, or a solicitation of an
offer to buy any securities, pursuant to this announcement and the Scheme
Document or otherwise in any jurisdiction in which such offer or solicitation is
unlawful.

This announcement does not comprise a prospectus or a prospectus equivalent
document or an exempted document.

The contents of this announcement do not amount to, and should not be construed
as, legal, tax, business or financial advice. BCPT Shareholders who are in any
doubt about the contents of this announcement should consult their own legal
adviser, tax adviser or financial adviser for legal, tax, business or financial
advice.

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

Overseas jurisdictions

This announcement has been prepared for the purpose of complying with English
law, Guernsey law and the Takeover Code and the information disclosed may not be
the same as that which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of jurisdictions outside
the United Kingdom and Guernsey.

The release, publication or distribution of this announcement and any formal
documentation relating to the Acquisition in, into or from jurisdictions other
than the United Kingdom or Guernsey may be restricted by law and/or regulation
and therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or Guernsey 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 Guernsey to vote their
BCPT Shares with respect to the Scheme at the Court Meeting or the Resolution at
the General Meeting, or to execute and deliver Forms of Proxy appointing another
person to vote at the Court Meeting or the General Meeting on their behalf, may
be affected by the laws of the relevant jurisdictions in which they are located.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws 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 Bidco or required by the Takeover Code, the
Acquisition is not being made, directly or indirectly, in, into or from, or by
use of the mails of, or any means of instrumentality (including, without
limitation, facsimile, e-mail or other electronic transmission, telex or
telephone) of interstate or foreign commerce of, or any facility of a national,
state or other securities exchange of, any Restricted Jurisdiction and shall not
be capable of acceptance by any such use, means, instrumentality or facility or
from within any Restricted Jurisdiction. Accordingly, copies of this
announcement and any formal documentation relating to the Acquisition (including
the Scheme Document) are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from any
Restricted Jurisdiction or any other jurisdiction where to do so would
constitute a violation of the laws of that jurisdiction, and persons receiving
such documents (including custodians, nominees and trustees) must not mail or
otherwise forward, distribute or send such documents in, into or from any
Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer
(unless otherwise permitted by applicable law and regulation), the Offer may not
be made directly or indirectly, in or into, 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 Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities or from within any Restricted
Jurisdiction.

The availability of the Acquisition to BCPT Shareholders not resident in the
United Kingdom or Guernsey may be affected by the laws of the relevant
jurisdiction. Any persons who are subject to the laws of, or are otherwise
resident in, any jurisdiction other than the United Kingdom or Guernsey should
inform themselves about and observe any applicable requirements. BCPT
Shareholders who are in doubt about such matters should consult an appropriate
independent professional adviser in the relevant jurisdiction without delay.

Further details in relation to Overseas Shareholders are contained in paragraph
11 of Part 2 of the Scheme Document. All BCPT Shareholders or other persons
(including nominees, trustees and custodians) who would otherwise intend to or
may have a contractual or legal obligation to forward the Scheme Document and
the accompanying Forms of Proxy to a jurisdiction outside the United Kingdom and
Guernsey should refrain from doing so and seek appropriate professional advice
before taking any action.

US investors

The US holders of BCPT Shares should note that the Acquisition relates to the
shares of a Guernsey company which are admitted to listing on the closed-ended
investment funds category of the Official List and to trading on the Main Market
and is proposed to be implemented by means of a scheme of arrangement of BCPT
provided for under the laws of Guernsey. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer or proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is subject to the
procedural and disclosure requirements, rules and practices applicable in the UK
and Guernsey involving a target company incorporated in Guernsey whose shares
are admitted to listing on the closed-ended investment funds category of the
Official List and to trading on the Main Market, which differ from the
requirements of the US tender offer and proxy solicitation rules.

It may be difficult for US holders of BCPT Shares to enforce their rights and
any claim arising out of US federal laws in connection with the Acquisition,
since each of Bidco and BCPT are located in a non-US jurisdiction, and some or
all of their officers and directors may be residents of, and some or all of
their assets may be located in, a non-US jurisdiction. US holders of BCPT Shares
may not be able to sue a non-US company or its officers or directors in a non-US
court for violations of US securities laws. Further, it may be difficult to
compel a non-US company and its affiliates to subject themselves to a US court's
judgement.

None of the securities referred to in this announcement or the Scheme Document
have been approved or disapproved by the US Securities and Exchange Commission,
any US state securities commission or any other US regulatory authority, nor
have such authorities approved or disapproved or passed judgement upon the
fairness or the merits of the Acquisition, or determined if the information
contained in this announcement or the Scheme Document is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the US.

US holders of BCPT Shares should also be aware that the transaction contemplated
herein (including the receipt of consideration pursuant to the Acquisition) may
have tax consequences in the US and that such consequences, if any, are not
described herein. US BCPT Shareholders are urged to consult their independent
legal, tax and financial advisers in connection with making a decision regarding
this transaction.

In accordance with the Takeover Code and to the extent permitted under Rule 14e
-5(b) under the US Exchange Act, Bidco, certain affiliated companies or their
respective nominees, or brokers (acting as agents) may from time to time make
certain purchases of, or arrangements to purchase, BCPT securities other than
pursuant to the Acquisition, either in the open market at prevailing prices or
through privately negotiated purchases at negotiated prices outside the US until
the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn
(or, if the Acquisition is implemented by way of an Offer, before or during the
period in which such Offer would remain open for acceptance). To the extent
required by Rule 14e-5(b), such purchases, or arrangements to purchase, must
comply with English law, Guernsey law, the Takeover Code and the UK Listing
Rules. Any information about such purchases will be disclosed to the Panel and,
to the extent that such information is required to be publicly disclosed in the
United Kingdom in accordance with applicable regulatory requirements, will be
made available to all investors (including US investors) via the Regulatory
Information Service on the London Stock Exchange website at
www.londonstockexchange.com.

Further details in relation to US holders are contained in the Scheme Document.

Publication on website

A copy of this announcement and the documents required to be published pursuant
to Rules 26.1 and 26.2 of the Takeover Code will be available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on BCPT's website at https://www.columbiathreadneedle.co.uk/bcpt-strategic
-review/ and on Bidco's website at https://www.starwoodbluebird.com/ promptly
and in any event by not later than 12 noon (London time) on the Business Day
following the publication of this announcement.

Save as expressly referred to in the Scheme Document, neither the contents of
these websites nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this announcement
and/or the Scheme Document.

Market Abuse Regulation

The information communicated in this announcement is deemed to constitute inside
information for the purposes of Article 7 of the UK version of Regulation (EU)
No. 596/2014 which is part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended. The person responsible for arranging the
release of this announcement on behalf of BCPT is Allison Dunning of Northern
Trust International Fund Administration Services (Guernsey) Limited, the company
secretary of BCPT. Upon the publication of this announcement, this information
is considered to be in the public domain.

This information was brought to you by Cision http://news.cision.com

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