Balanced Commercial Property · GG00B4ZPCJ00 · BCPT | XLON | Prime AI Terminal

Fri, 15.11.2024 Balanced Commercial Property

GG00B4ZPCJ00

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 THAT JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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 (Lead Financial Adviser and Joint Corporate Broker to BCPT)

+44 (0)20 7623 2323

Bronson Albery / Callum West / Patrick Colgan / Dion Di Miceli (Corporate Broking)

Dickson Minto Advisers LLP (Joint Financial Adviser and Rule 3 adviser to BCPT)

+44 (0)20 7649 6823

Douglas Armstrong / Andrew Clark / Jamie Seedhouse

Winterflood Securities Limited (Joint Corporate Broker to BCPT)

+44 (0)20 3100 0265

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.

Balanced Commercial Property

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Fri, 25.10.2024 Balanced Commercial Property

GG00B4ZPCJ00

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 THAT JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

25 October 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)

RESULTS OF COURT MEETING AND GENERAL MEETING

The Board of BCPT is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended cash acquisition of BCPT by Bidco (the "Acquisition"), all resolutions were duly passed by the requisite majority of BCPT Shareholders. In particular:

the resolution to approve the Scheme was passed at the Court Meeting by the requisite majority of Scheme Shareholders; and the special resolution to authorise: (i) the BCPT Directors to take all such action as they may consider necessary, desirable or appropriate for carrying the Scheme into full effect; and (ii) the amendment of BCPT's articles of incorporation, was passed at the General Meeting by the requisite majority of BCPT Shareholders.

Full details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting contained in Parts 10 and 11 of the scheme document published on 30 September 2024 (the "Scheme Document"). Unless the context provides otherwise, words and expressions defined in the Scheme Document shall have the same meanings in this announcement.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder present in person or by proxy was entitled to one vote per Scheme Share held at the Voting Record Time. The total number of Scheme Shares in issue at the Voting Record Time was 701,550,187, carrying one vote each. Consequently, the total number of voting rights in Scheme Shares at the Voting Record Time, and therefore for the purposes of the Court Meeting, was 701,550,187.

Results of Court Meeting

Scheme Shares voted

Scheme Shareholders who voted**

No. of Scheme Shares voted as a percentage of the Scheme Shares eligible to be voted at the Court Meeting (%)*

Number

%*

Number

%*

FOR

420,953,695

98.82

239

91.22

60.00

AGAINST

5,033,448

1.18

23

8.78

0.72

TOTAL

425,987,143

100.00

262

100.00

60.72

* Rounded to two decimal places.

** In total, 248 Scheme Shareholders cast their votes, in person or by proxy, at the Court Meeting. Where a Scheme Shareholder has 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 of Scheme Shareholders who voted, as set out in these columns.

The BCPT Directors voted in favour of the Scheme in respect of their own beneficial holdings (and holdings that they otherwise control) of 177,766 BCPT Shares.

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting. Each BCPT Shareholder present in person or by proxy was entitled to one vote per BCPT Share held at the Voting Record Time. The total number of BCPT Shares in issue at the Voting Record Time (excluding 97,815,921 BCPT Shares held in treasury) was 701,550,187, carrying one vote each. Consequently, the total number of voting rights in BCPT at the Voting Record Time, and therefore for the purposes of the General Meeting, was 701,550,187.

Results of General Meeting

VOTES FOR*

VOTES AGAINST

TOTAL VOTES

VOTES WITHHELD

***

Number

% of shares voted

**

Number

% of shares voted **

Number

% of issued share capital **

Number

Special Resolution to authorise the BCPT Directors to take all such action as they may consider necessary, desirable or appropriate for carrying the Scheme into full effect including the amendment of BCPT's articles of incorporation.

404,293,674

98.67

5,456,156

1.33

409,749,830

58.41

457,700

* Includes discretionary votes.

** Rounded to 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.

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.

Expected timetable of principal events

The outcome of today's meetings means that Conditions 2(a) and 2(b) (as set out in Part 4A of the Scheme Document) have been satisfied.

Completion of the Acquisition remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Scheme Document, including the Court sanctioning the Scheme at the Sanction Hearing.

The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 9 and 10 of the Scheme Document and is also set out in the appendix to this announcement. These dates and times are indicative only, may be subject to change (including as a result of changes to the Court timetable) and will depend on, amongst other matters, the date upon which: (i) the remaining Conditions are satisfied or (where applicable) waived; and (ii) the Court sanctions the Scheme. Subject to the Scheme being sanctioned by the Court, the Scheme is currently expected to become Effective on or around 15 November 2024.

BCPT will give notice of any change(s) to this indicative timetable by issuing an announcement through a Regulatory Information Service and, if required by the Panel, posting notice(s) of the change(s) to BCPT Shareholders and persons so entitled. All Scheme Shareholders have the right to attend the Sanction Hearing.

Enquiries:

Balanced Commercial Property Trust Limited

via Burson Buchanan

Paul Marcuse (Chairman)

Barclays Bank PLC, acting through its Investment Bank (Lead Financial Adviser and Joint Corporate Broker to BCPT)

+44 (0)20 7623 2323

Bronson Albery / Callum West / Patrick Colgan / Dion Di Miceli (Corporate Broking)

Dickson Minto Advisers LLP (Joint Financial Adviser and Rule 3 adviser to BCPT)

+44 (0)20 7649 6823

Douglas Armstrong / Andrew Clark / Jamie Seedhouse

Winterflood Securities Limited (Joint Corporate Broker to BCPT)

+44 (0)20 3100 0265

Joe Winkley / Neil Morgan / Innes Urquhart

Burson Buchanan (PR Adviser to BCPT)

+44 (0)20 7466 5000

Helen Tarbet / Henry Wilson / George Beale

APPENDIX

Expected timetable of principal events

The following dates and times are indicative only and are subject to change(1)

Event

Time and/or date

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, BCPT Shares

14 November 2024(2)

Scheme Record Time

6.00 p.m. on 14 November 2024

Suspension of listing of BCPT Shares on the closed-ended investment funds category of the Official List and from trading on the Main Market

7.30 a.m. on 15 November 2024

Court hearing to sanction the Scheme

15 November 2024(3)

Effective Date of the Scheme

15 November 2024(3)

Cancellation of listing of, and trading in, BCPT Shares

by not later than 8.00 a.m. on 18 November 2024

CREST accounts of Scheme Shareholders credited with Cash Consideration due in respect of Scheme Shares held in uncertificated form

within 14 calendar days of the Effective Date

Despatch of cheques and release of electronic payments for the Cash Consideration due to Scheme Shareholders in respect of Scheme Shares held in certificated form

within 14 calendar days of the Effective Date

Long Stop Date

3 March 2025(4)

Notes:

These dates and times are indicative only, may be subject to change (including as a result of changes to the Court timetable and, in particular, if an earlier date becomes available for the Court hearing to sanction the Scheme) and will depend, amongst other matters, on the date upon which: (i) the Conditions are satisfied or (where applicable) waived; and (ii) the Court sanctions the Scheme. BCPT will give notice of any change(s) to this indicative timetable by issuing an announcement through a Regulatory Information Service and, if required by the Panel, posting notice(s) of the change(s) to BCPT Shareholders and persons with information rights. All Scheme Shareholders have the right to attend the Sanction Hearing. BCPT Shares will be disabled in CREST from 6.00 p.m. on such date. A copy of the Court Order which sanctions the Scheme must be filed with the Guernsey Registry within seven days after the date on which it is made. The Scheme will become Effective on the date prescribed in the Court Order. This is the latest date by which the Scheme may become Effective unless (i) BCPT and Bidco agree a later date with the Panel's consent; or (ii) (in a competitive situation) Bidco specifies a later date with the consent of the Panel, and in each case (if required) as the Court may allow.

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.

The financial information included in the Scheme Document has been prepared in accordance with UK IFRS or EU IFRS and thus 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. Generally accepted accounting principles in the United States differ in certain significant respects from UK IFRS and EU IFRS.

Bidco reserves the right, subject to obtaining the prior consent of the Panel, to elect to implement the Acquisition by way of an Offer. If, in the future, Bidco exercises its right to implement the Acquisition by way of an Offer, and determines to extend the Offer into the United States, such Offer and the Acquisition will be made in compliance with the applicable US laws and regulations including to the extent applicable Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and in accordance with the Takeover Code. Accordingly, the Acquisition would be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law. Such an Offer would be made in the United States by Bidco and no one else.

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.

Forward-looking statements

This announcement, the Scheme Document (including information incorporated by reference in the Scheme Document), oral statements regarding the Acquisition, and other information published by Bidco and BCPT contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are statements of future expectations which are prospective in nature and are not based on historical facts, but rather on current expectations, projections and assumptions of the management of Bidco or BCPT (as the case may b

Balanced Commercial Property

Technical Analysis Termsheet Terminal

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Mon, 30.09.2024 Balanced Commercial Property

GG00B4ZPCJ00

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 THAT JURISDICTION.

FOR IMMEDIATE RELEASE

30 September 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)

PUBLICATION AND POSTING OF SCHEME DOCUMENT

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") (the "Announcement"). As described in the Announcement, it is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey (the "Scheme").

Unless the context provides otherwise, words and expressions defined in the Scheme Document (as defined below) shall have the same meanings in this announcement.

Publication of the Scheme Document

The board of BCPT is pleased to announce the publication of the scheme document in relation to the Scheme by BCPT (the "Scheme Document") which, together with the associated Forms of Proxy, will be posted by BCPT to BCPT Shareholders (save for BCPT Shareholders in any Restricted Jurisdiction).

The Scheme Document contains, amongst other things, the full terms and conditions of the Scheme, a letter from the Chairman of BCPT, an explanatory statement pursuant to section 108 of Part VIII of the Companies Law of Guernsey, an expected timetable of principal events, notices of the Court Meeting and the General Meeting, a valuation report pursuant to Rule 29 of the City Code on Takeovers and Mergers (the "Code"), and details of the actions to be taken by Scheme Shareholders entitled to vote at the Court Meeting and BCPT Shareholders entitled to vote at the General Meeting.

The Scheme Document will be made available, free of charge but subject to certain restrictions relating to persons residing 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 on the Business Day following the publication of the Scheme Document, up to and including the earlier of the Effective Date and the date on which the Scheme lapses or is withdrawn. The content of the websites referred to in this announcement is not incorporated into, and do not form part of, this announcement.

Action required

As further described in the Scheme Document, before the Court is asked to sanction the Scheme, the Scheme will require the approval of Scheme Shareholders at the Court Meeting and the passing of the Resolution by BCPT Shareholders at the General Meeting. The Court Meeting and the General Meeting are to be held in the building of the Company's UK legal advisers, Dickson Minto LLP, at Dashwood House, 69 Old Broad Street, London EC2M 1QS on 25 October 2024. The Court Meeting is scheduled to commence at 10.00 a.m. and the General Meeting is scheduled to commence at 10.15 a.m. (or as soon thereafter as the Court Meeting (as adjourned or postponed, if applicable) shall have concluded). Notices of the Court Meeting and the General Meeting are set out in Parts 10 and 11, respectively, of the Scheme Document.

It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. BCPT Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or to appoint a proxy electronically either through the share portal service or through CREST as soon as possible and, in any event, so as to be received by not later than 10.00 a.m. on 23 October 2024 (or, if the Court Meeting is adjourned or postponed, by not later than 48 hours before the time fixed for the holding of the adjourned or postponed Court Meeting (excluding any part of a day that is not a Business Day)) in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Document.

Expected timetable of principal events

An expected timetable of principal events for the Scheme is set out in the Scheme Document and is also reproduced in the appendix to this announcement. Subject to the requisite approval of Scheme Shareholders at the Court Meeting and of BCPT Shareholders at the General Meeting, the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective on or around 15 November 2024.

If the expected dates of the events following the Court Meeting and General Meeting (including (without limitation) the date of the Sanction Hearing) change, then BCPT will give adequate notice of such changes in an announcement released through a Regulatory Information Service.

It is intended that dealings in, and registration of transfers of, BCPT Shares (other than the registration of the transfer of the Scheme Shares to Bidco pursuant to the Scheme) will be suspended shortly before the Effective Date as set out in the Scheme Document. It is further intended that applications will be made to the London Stock Exchange to cancel trading in the BCPT Shares on the Main Market, and to the FCA to cancel the listing of the BCPT Shares on the closed-ended investment funds category of the Official List, in each case with effect from or shortly following the Effective Date.

Recommendation

The BCPT Directors, who have been so advised by Barclays and Dickson Minto Advisers as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their financial advice to the BCPT Directors, Barclays and Dickson Minto Advisers have taken into account the commercial assessments of the BCPT Directors. Dickson Minto Advisers is providing independent financial advice to the BCPT Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the BCPT Directors recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and BCPT Shareholders vote in favour of the Resolution at the General Meeting (or, in the event that the Acquisition is implemented by way of an Offer, accept or procure acceptance of such Offer), as all BCPT Directors who hold BCPT Shares have irrevocably undertaken to do in respect of their own beneficial holdings totalling 177,766 BCPT Shares, representing, in aggregate, approximately 0.03 per cent. of BCPT's issued ordinary share capital (excluding BCPT Shares held in treasury) as at the Latest Practicable Date.

BCPT Shareholders should read carefully the whole of the Scheme Document (including any documents incorporated into the Scheme Document by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. Each of these documents contains important information relating to the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Document.

Helpline

If you have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and return the Forms of Proxy, please contact BCPT's registrar, Computershare, c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY, or call on +44(0)370 707 4040 between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). All calls to the helpline may be recorded and monitored for security and training purposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or give any legal, tax or financial advice.

All references to time shown in this announcement (including the appendix) are references to London (UK) time.

Enquiries:

Balanced Commercial Property Trust Limited

via Burson Buchanan

Paul Marcuse (Chairman)

Barclays Bank PLC, acting through its Investment Bank (Lead Financial Adviser and Joint Corporate Broker to BCPT)

+44 (0)20 7623 2323

Bronson Albery / Callum West / Patrick Colgan / Dion Di Miceli (Corporate Broking)

Dickson Minto Advisers LLP (Joint Financial Adviser and Rule 3 adviser to BCPT)

+44 (0)20 7649 6823

Douglas Armstrong / Andrew Clark / Jamie Seedhouse

Winterflood Securities Limited (Joint Corporate Broker to BCPT)

+44 (0)20 3100 0265

Joe Winkley / Neil Morgan / Innes Urquhart

Burson Buchanan (PR Adviser to BCPT)

+44 (0)20 7466 5000

Helen Tarbet / Henry Wilson / George Beale

APPENDIX

Expected timetable of principal events

Event

Time and/or date

Publication of the Scheme Document

30 September 2024

Latest time and date for receipt of the BLUE Form of Proxy or a CREST Proxy Instruction in respect of the Court Meeting

10.00 a.m. on 23 October 2024(1)

Latest time and date for receipt of the PINK Form of Proxy or a CREST Proxy Instruction in respect of the General Meeting

10.15 a.m. on 23 October 2024(2)

Voting Record Time for the Court Meeting and the General Meeting

6.00 p.m. on 23 October 2024(3)

Court Meeting

10.00 a.m. on 25 October 2024

General Meeting

10.15 a.m. on 25 October 2024(4)

The following dates and times are indicative only and are subject to change(5)

Last day of dealings in, and for registration of transfers of, and disablement in CREST of, BCPT Shares

14 November 2024(6)

Scheme Record Time

6.00 p.m. on 14 November 2024

Suspension of listing of BCPT Shares on the closed-ended investment funds category of the Official List and from trading on the Main Market

7.30 a.m. on 15 November 2024

Court hearing to sanction the Scheme

15 November 2024(7)

Effective Date of the Scheme

15 November 2024(7)

Cancellation of listing of, and trading in, BCPT Shares

by not later than 8.00 a.m. on 18 November 2024

CREST accounts of Scheme Shareholders credited with Cash Consideration due in respect of Scheme Shares held in uncertificated form

within 14 calendar days of the Effective Date

Despatch of cheques and release of electronic payments for the Cash Consideration due to Scheme Shareholders in respect of Scheme Shares held in certificated form

within 14 calendar days of the Effective Date

Long Stop Date

3 March 2025(8)

The Court Meeting and the General Meeting will each be held in the building of the Company's UK legal advisers, Dickson Minto LLP, at Dashwood House, 69 Old Broad Street, London EC2M 1QS.

Notes:

It is requested that BLUE Forms of Proxy or CREST Proxy Instructions in respect of the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting or, in the case of any adjournment or postponement, not later than 48 hours before the time fixed for the holding of the adjourned or postponed Court Meeting (in each case excluding any part of a day that is not a Business Day). BLUE Forms of Proxy that are not so lodged may be handed to the Chairman of the Court Meeting or a representative of the Company's registrar, Computershare, at the Court Meeting venue 9.30 a.m. on 25 October 2024 (or 30 minutes before the start of any postponed or adjourned Court Meeting). PINK Forms of Proxy or CREST Proxy Instructions in respect of the General Meeting must be lodged at least 48 hours prior to the time appointed for the General Meeting or, in the case of any adjournment or postponement, not later than 48 hours before the time fixed for the holding of the adjourned or postponed General Meeting (in each case excluding any part of a day that is not a Business Day). PINK Forms of Proxy that are not so lodged may NOT be handed to the Chairman of the General Meeting or a representative of the Company's registrar, Computershare, before the start of or at the General Meeting. If either the Court Meeting or the General Meeting is adjourned or postponed, the Voting Record Time for the relevant adjourned or postponed Meeting will be 6.00 p.m. on the day which is two Business Days before the date set for such adjourned or postponed Meeting and only Scheme Shareholders (in the case of the Court Meeting) and BCPT Shareholders (in the case of the General Meeting) on the register of members at such time shall be entitled to attend and vote at the relevant Meeting(s). Or as soon thereafter as the Court Meeting (as adjourned or postponed, if applicable) shall have been concluded. These dates and times are indicative only, may be subject to change (including as a result of changes to the Court timetable and, in particular, if an earlier date becomes available for the Court hearing to sanction the Scheme) and will depend, amongst other matters, on the date upon which: (i) the Conditions are satisfied or (where applicable) waived; and (ii) the Court sanctions the Scheme. BCPT will give notice of any change(s) to this indicative timetable by issuing an announcement through a Regulatory Information Service and, if required by the Panel, posting notice(s) of the change(s) to BCPT Shareholders and persons with information rights. All Scheme Shareholders have the right to attend the Sanction Hearing. BCPT Shares will be disabled in CREST from 6.00 p.m. on such date. A copy of the Court Order which sanctions the Scheme must be filed with the Guernsey Registry within seven days after the date on which it is made. The Scheme will become Effective on the date prescribed in the Court Order. This is the latest date by which the Scheme may become Effective unless (i) BCPT and Bidco agree a later date with the Panel's consent, or (ii) (in a competitive situation) Bidco specifies a later date with the consent of the Panel, and in each case (if required) as the Court may allow.

Investors who hold their BCPT Shares indirectly via a nominee or investor platform are encouraged to instruct their nominee or investor platform to vote on their behalf in good time to ensure that their votes, which are important to the Company, are received and taken into account. Many investor platforms enable investors to submit voting instructions directly through their website. Please note that the deadline to submit votes is likely to be earlier than the time and date for receipt of Forms of Proxy as detailed above.

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, the Scheme Document and the accompanying documents 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, the Scheme Document and the accompanying documents 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 and the Scheme Document 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 and/or the Scheme Document 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, the Scheme Document 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. Doing so may render invalid any related purported vote in respect of the Acquisition. 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.