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RNS Number : 3669X Life Science REIT PLC 19 March 2026
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 OF SUCH JURISDICTION.
FOR IMMEDIATE RELEASE
19 March 2026
RECOMMENDED CASH AND SHARE OFFER FOR
LIFE SCIENCE REIT PLC
by
THE BRITISH LAND COMPANY PLC
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
On 28 January 2026, the boards of Life Science REIT plc ("Life Science REIT")
and The British Land Company PLC ("British Land") announced that they had
reached agreement on the terms and conditions of a recommended cash and share
offer by British Land for the entire issued and to be issued share capital of
Life Science REIT. The Acquisition is being implemented by way of a
court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Life Science REIT is pleased to announce that, at the Court Meeting and the
General Meeting held earlier today in connection with the Acquisition:
· the requisite majority of Scheme Shareholders voted (in person or
by proxy) to approve the Scheme at the Court Meeting; and
· the requisite majority of Life Science REIT Shareholders voted
(in person or by proxy) to pass the Resolution at the General Meeting to
approve the implementation of the Scheme, including the amendment to Life
Science REIT's articles of association.
Accordingly, all resolutions were duly passed.
Full details of the resolutions are set out in the notices of the Court
Meeting and General Meeting contained in the scheme document published on 20
February 2026 in connection with the Acquisition (the "Scheme Document") at
Part 8 and Part 9, respectively. The Scheme Document is available, free of
charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, at
https://disclaimer.lifesciencereit.co.uk/offer-for-the-company
(https://disclaimer.lifesciencereit.co.uk/offer-for-the-company) and on
British Land's website at
https://www.britishland.com/investors/offer-for-life-science-REIT
(https://www.britishland.com/investors/offer-for-life-science-REIT) .
Capitalised terms used and not defined in this announcement have the meanings
given to them in the Scheme Document. All references to times are to times in
London unless otherwise stated.
Voting Results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting held on
19 March 2026, at which a majority in number of Scheme Shareholders present
and voting (in person or by proxy), who together represented not less than 75
per cent. in value of the Scheme Shares voted by such Scheme Shareholders,
voted to approve the Scheme. Each Scheme Shareholder present (in person or by
proxy) was entitled to one vote per Scheme Share held at the Voting Record
Time. The results of the poll at the Court Meeting were as follows:
Number of Scheme Shareholders who voted* Percentage of Scheme Shareholders who voted** Number of Scheme Shares voted Percentage of Scheme Shares voted** Number of Scheme Shares voted as a percentage of the Scheme Shares eligible to
be voted on the Scheme**
For 26 96.30% 138,690,949 99.25% 39.63%
Against 4 14.81% 1,054,277 0.75% 0.30%
Total 27 111.11% 139,745,226 100.00% 39.93%
* Where a Scheme Shareholder cast some of their votes 'for' and some of their
votes 'against' the resolution, such Scheme Shareholder has been counted as
having voted both 'for' and 'against' the resolution for the purposes of
determining the number and percentage of Scheme Shareholders who voted.
** All percentages have been rounded to the nearest two decimal places.
Voting results at the General Meeting
The table below sets out the results of the poll at the General Meeting held
on 19 March 2026, at which the Resolution was duly passed by the requisite
majority of Life Science REIT Shareholders. Each Life Science REIT Shareholder
present (in person or by proxy) was entitled to one vote per Life Science REIT
Share held at the Voting Record Time. The results of the poll at the General
Meeting were as follows:
Number of Life Science REIT Shares voted Percentage of Life Science REIT Shares voted** Percentage of issued share capital voted**
For* 136,047,064 99.28% 38.87%
Against 985,158 0.72% 0.28%
Total 137,032,222 100.00% 39.15%
Withheld*** 81,748 - -
* Includes discretionary votes.
** All percentages have been rounded to the nearest two decimal places.
*** A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'for' or 'against' the Resolution.
The total number of Life Science REIT Shares in issue at the Voting Record
Time was 350,000,000. Consequently, the total voting rights in Life Science
REIT at the Voting Record Time was 350,000,000.
A copy of the Resolution passed at the General Meeting will be submitted today
to the National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
Next steps and timetable
The outcome of today's Meetings means that Conditions 2(a) to 2(d) inclusive
(as set out in Part A of Part 4 of the Scheme Document) have been satisfied.
Completion of the Acquisition remains subject to the satisfaction or, if
applicable, waiver of certain other Conditions set out in the Scheme Document,
including the Court sanctioning the Scheme at the Court Sanction Hearing,
which is expected to take place on 16 April 2026, and the delivery of a copy
of the Court Order to the Registrar of Companies and the Scheme thereby
becoming Effective, which is expected to take place on 20 April 2026. The
despatch of cheques, making of electronic payments and crediting of CREST
accounts in relation to any cash consideration due under the terms of the
Acquisition will take place within 14 days after the Effective Date.
The expected timetable of principal events for the implementation of the
Scheme remains as set out on pages 13 and 14 of the Scheme Document. These
times and dates are indicative only and the remaining dates are subject to
change. If any of the dates and/or times in the expected timetable change, the
revised dates and/or times will be notified to Life Science REIT Shareholders
by announcement through the Regulatory Information Service of the London Stock
Exchange with such announcement being made available on Life Science REIT's
website at https://disclaimer.lifesciencereit.co.uk/offer-for-the-company
(https://disclaimer.lifesciencereit.co.uk/offer-for-the-company) and, if
required by the Panel, by posting notice of the change(s) to Life Science REIT
Shareholders.
Enquiries:
British
Land
Jonty McNuff
(Investors)
+44 (0)7931 684 272
Harriet Scott
(Media)
+44(0)7977 572 190
Charlotte Whitley
(Media)
+44 (0)7887 802 535
UBS (Financial Adviser to British Land) +44 (0)20 7567
8000
Jonathan Retter
Sandip Dhillon
Aadhar Patel
David Sissons
FGS Global (PR Adviser to British
Land)
+44 (0)20 7251 3801
Oli Sherwood
Guy Lamming
Life Science
REIT
via Panmure Liberum
Claire Boyle,
Chair
Panmure Liberum (Financial Adviser to Life Science
REIT) +44 (0)20 3100 2000
Investment Banking:
Tom Scrivens
Chris Clarke
Alex Collins
Ashwin
Kohli
M&A:
Tim Medak
Herbert Smith Freehills Kramer LLP is acting as legal adviser to British Land
in connection with the Acquisition.
Gowling WLG (UK) LLP is acting as legal adviser to Life Science REIT in
connection with the Acquisition.
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. 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 documentation related to the Acquisition 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
(http://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.
Any decision by Life Science REIT Shareholders in respect of, or other
response to, the Acquisition, 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, oral statements made regarding the Acquisition and other
information published by Life Science REIT and British Land in connection with
the Acquisition 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. Forward-looking statements 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 (http://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 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
(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
(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
shareholderenquiries@cm.mpms.mufg.com. Calls are charged at the 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 received 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.
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