Pre-Annual General Meeting Information • Sep 2, 2025
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other appropriately qualified independent financial adviser, authorised under the Financial Services and Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom. All Shareholders are strongly advised to consult their professional advisers regarding their own tax position.
If you have sold or otherwise transferred all of your Shares in Value and Indexed Property Income Trust PLC (the "Company") you should pass this document (but not any personalised Form of Proxy, Tender Form or Application Form) as soon as possible to the purchaser or transferee or to the person through whom the sale or transfer was effected for transmission to the purchaser or transferee. However, the distribution of this document and any of the accompanying documents in jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this document or any of the accompanying documents come should inform themselves about and observe those restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities laws of any such jurisdiction. None of the Tender Offer, the Mix and Match Facility nor the Treasury Issuance are being made to Overseas Persons.
The definitions used in this document are set out on pages 60 to 65 of this document.
(Incorporated in Scotland with registered number SC050366) (An investment company within the meaning of section 833 of the Companies Act 2006)
Proposals in relation to a Tender Offer including the waiver of the requirements of Rule 9 of the City Code on Takeovers and Mergers, a Mix and Match Facility and Treasury Issuance and proposals for a fixed life and discount control policy
and
Notice of a general meeting of the Company to be held at the offices of Dickson Minto LLP, 16 Charlotte Square, Edinburgh EH2 4DF on Thursday, 25 September 2025 at 11.45 a.m. (the "General Meeting") is set out at the end of this document. Shareholders are requested to return the form of proxy accompanying this document for use at the General Meeting (the "Form of Proxy").
To be valid for use at the General Meeting, the Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon so as to be received by the Company's registrar, Computershare Investor Services PLC (the "Registrar"), at The Pavilions, Bridgwater Road, Bristol BS99 6AH as soon as possible and in any event by not later than 11.45 a.m. on Tuesday, 23 September 2025.
Alternatively, you may appoint a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxy and following the instructions therein. Proxies submitted via www.investorcentre.co.uk/eproxy must be transmitted so as to be received by the Registrar by not later than 11.45 a.m. on 23 September 2025.
Shareholders who hold their Shares in uncertificated form (that is, in CREST) may vote using the CREST electronic voting service in accordance with the procedure set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document).
Shore Capital, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and is not advising any other person or treating any other person as its client in relation to the Tender Offer or the matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Shore Capital nor for providing advice in relation to the Tender Offer or the matters referred to in this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Shore Capital may have under FSMA or the regulatory regime established thereunder.
Dickson Minto Advisers, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and is not advising any other person or treating any other person as its client in relation to the Proposals or the matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Dickson Minto Advisers nor for providing advice in relation to the Proposals or the matters referred to in this document. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Dickson Minto Advisers may have under FSMA or the regulatory regime established thereunder.
None of the Tender Offer, the Mix and Match Facility nor the Treasury Issuance are being made to Overseas Persons. In particular, the Tender Offer, the Mix and Match Facility and the Treasury Issuance are not being made, directly or indirectly, in or into or by use of the mails or by any means or instrumentality (including, but not limited to, facsimile, email, internet 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 and the Tender Offer, Mix and Match Facility or the Treasury Issuance cannot be accepted by any such use, means instrumentality or facility or from within any jurisdiction outside the UK (particularly not a Restricted Jurisdiction). Accordingly, copies of this document and related documents, including the blue Tender Form and the yellow Application Form, are not being, and must not be in whole or in part, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from a Restricted Jurisdiction. Doing so may render invalid any purported acceptance of the Tender Offer, the Mix and Match Facility or the Treasury Issuance. All Shareholders (including, without limitation, nominees, trustees or custodians) who would, or otherwise intend to, forward this document and the blue Tender Form, and the yellow Application Form should read the further details in this regard which are set out in Part 2 of this document before taking any action.
Enclosed with this document is a blue Tender Form for use by Shareholders who hold their Shares in certificated form in connection with the Tender Offer, and a yellow Application Form for use by Shareholders who hold their Shares in certificated form in connection with the Mix and Match Facility and the Treasury Issuance. To be effective, Tender Forms and/or Application Forms must be returned to the Receiving Agent, Computershare Investor Services PLC, by not later than 1.00 p.m. on 26 September 2025. Shareholders who wish to participate in the Tender Offer or the Mix and Match Facility and/or Treasury Issuance and who hold their Shares in certificated form should also return their share certificate(s) and/ or other document(s) of title in respect of the Shares tendered and the requisite cheques or banker's draft in respect of any additional Shares being applied for under the Mix and Match Facility and/or Treasury Issuance made payable to CIS PLC RE: Value & Indexed Mix and Match Application.
Shareholders who hold Shares in uncertificated form (that is, in CREST) should not return a Tender Form or an Application Form but should transmit the appropriate transfer to escrow or unmatched stock event instruction via CREST for the Tender Offer or the Mix and Match Facility and Treasury Issuance respectively as described in Part 2 of this document as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. on 26 September 2025.
The Tender Offer will only be available to Shareholders (other than Overseas Persons) whose names appear on the Register as at 6.00 p.m. on 26 September 2025 in respect of Shares held by them as at that date.
IF YOU DO NOT WISH TO SELL ANY OF YOUR SHARES IN THE TENDER OFFER, DO NOT COMPLETE AND RETURN THE TENDER FORM OR SUBMIT A TTE INSTRUCTION. THE DIRECTORS DO NOT INTEND TO TENDER ANY OF THEIR SHARES.
This document should be read as a whole and your attention is drawn to the sections headed "Action to be taken for the General Meeting", "Action to be taken for the Tender Offer" and "Action to be taken for the Mix and Match Facility and the Treasury Issuance" on pages 11 – 12 of this document.
This document is dated 2 September 2025.
| Page | ||
|---|---|---|
| EXPECTED TIMETABLE | 4 | |
| PART 1 | LETTER FROM THE CHAIRMAN | 5 |
| PART 2 | TERMS AND CONDITIONS OF THE TENDER OFFER, THE MIX AND MATCH FACILITY AND THE TREASURY ISSUANCE |
14 |
| PART 3 | VALUATION REPORT | 31 |
| PART 4 | RISKS ASSOCIATED WITH THE TENDER OFFER, THE MIX AND MATCH FACILITY AND THE TREASURY ISSUANCE |
50 |
| PART 5 | TAXATION | 51 |
| PART 6 | ADDITIONAL INFORMATION | 53 |
| PART 7 | DEFINITIONS | 60 |
| PART 8 | NOTICE OF GENERAL MEETING | 66 |
| 2025 | |
|---|---|
| Publication of this document and Tender Offer opens | 2 September |
| Latest time and date for receipt of proxy instructions (including Forms of Proxy) from Shareholders |
11.45 a.m. on 23 September |
| General Meeting | 11.45 a.m. on 25 September |
| Results of General Meeting announced | 25 September |
| Closing Date: latest time and date for receipt of Tender Forms and Application Forms and submission of TTE Instructions |
1.00 p.m. on 26 September |
| Record Date and time for the Tender Offer | 6.00 p.m. on 26 September |
| Results of Tender Offer, Mix and Match Facility and Treasury Issuance elections and applications announced |
29 September |
| Ex-dividend date for the first quarterly PID payable for the year to 31 March 2026 |
2 October |
| Record date for the first quarterly PID payable for the year to 31 March 2026 |
3 October |
| CREST accounts credited for revised or new uncertificated shareholdings of Shares (or, in the case of unsuccessful tenders, for entire holdings of Shares) |
By 8 October |
| Settlement Date: payments through CREST made and CREST accounts settled in relation to the Tender Offer, Mix and Match Facility and Treasury Issuance |
8.00 a.m. on 8 October |
| Balancing share certificates and cheques and new share certificates despatched to certificated Shareholders |
Week commencing 15 October |
| Payment date for the first quarterly PID payable for the year to 31 March 2026 |
31 October |
References to times in this document are to London time.
The dates set out in the expected timetable (other than in relation to the General Meeting) may be adjusted by the Company, in which event details of the new dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.
(Incorporated in Scotland with registered number SC050366)
(An investment company within the meaning of section 833 of the Companies Act 2006)
Directors: Registered office: David Smith (Chairman) Maven Capital Partners UK LLP Matthew Oakeshott Kintyre House Lorraine Reader 205 West George Street Jo Valentine Glasgow Lucy Winterburn G2 2LW
2 September 2025
Dear Shareholder
Further to the announcement made by the Company on 1 August 2025, the Company is pleased to offer Shareholders a cash exit by way of the Tender Offer or an opportunity to buy more Shares by way of the Mix and Match Facility and Treasury Issuance. The Company is also proposing to fix the life of the Company by way of an amendment to its Articles and to adopt a discount control policy (the "Proposals").
On page 66 of this document you will find a notice convening the General Meeting that is to be held on 25 September 2025 at 11.45 a.m. at the offices of Dickson Minto LLP, 16 Charlotte Square, Edinburgh EH2 4DF. At the General Meeting, the Company will seek: (i) approval of the Tender Offer on the terms set out in this document and to give the Company authority to make market purchases of its Shares pursuant to the Tender Offer; (ii) approval from the Independent Shareholders of the Rule 9 Waiver granted by the Panel with respect to the application of Rules 9 and 37 of the Takeover Code arising out of the Tender Offer; (iii) authority to issue Shares currently held by the Company in Treasury on a non pre-emptive basis and at a discount to the prevailing, published NAV per Share; and (iv) authority to adopt the New Articles.
If the Proposals are approved by Shareholders at the General Meeting, the Company intends to undertake the Tender Offer at the fixed Tender Price of 204 pence per Share which has been calculated on the basis of the audited 31 March NAV per Share (being 214.72 pence per Share) less costs.
The purpose of this document is to set out the background to and reasons for the proposed Tender Offer and Future Proposals and why the Board recommends you vote in favour of the requisite resolutions to be proposed at the General Meeting. This document also contains the terms and conditions of the Tender Offer, the Mix and Match Facility and the Treasury Issuance together with details of how Shareholders can tender Shares for purchase and apply to acquire additional Shares, at the Tender Price, if they wish to do so.
Neither the Directors nor their associates (which includes the Concert Party) will tender any of their Shares in the Tender Offer nor will they be applying to acquire any Shares under the Mix and Match Facility or the Treasury Issuance.
Value and Indexed Property Income Trust PLC was launched in 1981 as an investment trust, investing initially in European equities and then venture capital. In 1986, the Company was reconstructed and OLIM Limited (now OLIM Property Limited) was appointed to manage its portfolio. From 1986 until 2020, the Company invested in a portfolio containing both high yielding equities and property. The aim was to achieve a dividend yield above the average of the UK equity market, dividend increases at least keeping pace with inflation together with an opportunity for capital growth. The Company's dividend per Share has risen every year since 1986. The Company's dividend has risen by 1,004 per cent. against the UK Retail Prices Index rise of 293 per cent. and the Company has had an annual dividend growth rate of 6.5 per cent. per annum over the past 38 years compared to the annual growth rate of the UK Retail Prices Index of 3.7 per cent over the same period.
In December 2020, Shareholders approved the Board's proposal to amend the Company's investment policy so that it could invest predominantly in UK commercial property with the objective of maintaining the Company's noteworthy dividend record and delivering long, strong index-related income. At this time the Board committed to Shareholders that it would provide a cash exit event at the 2026 AGM.
The Company converted into a UK Real Estate Investment Trust ("REIT") with effect from 1 April 2025 which provides a more tax efficient structure for the Company to enable the Board to preserve the Company's progressive dividend policy. As a UK REIT, the Company is exempt from UK corporation tax on qualifying property rental income and gains, subject to compliance with the REIT regime.
As reported in the 2025 Annual Report, over its financial year ended 31 March 2025, the Company's share price increased by 6.9 per cent. to give a share price total return of 15.0 per cent. The Net Asset Value total return was 7.1 per cent. and the dividend yield at 31 March 2025 was 7.5 per cent.
In the light of the continued positive performance of the Company and considering the current market conditions, the disruption to world trade and the uncertain outlook which was reported to Shareholders in the 2025 Annual Report, the Board is of the view that now is the opportune time to bring forward the proposals for an exit event. It has resolved to enable those Shareholders who wish to realise their investment, either in part or potentially in whole, a chance to do so through the Tender Offer whilst, at the same time, enabling Shareholders to retain, or increase, their investment if they wish to do so.
The Board believes that many Shareholders will wish to continue with their investment in the Company unchanged (including the Directors and their associates) but in order to deliver on its commitment to offer Shareholders an exit opportunity, the Board (including the Concert Party) is proposing the Tender Offer. The benefits of the Proposals for Shareholders as a whole are that:
Full details of the Tender Offer, including the terms and conditions on which it, the Mix and Match Facility and the Treasury Issuance are made, are set out in Part 2 of this Circular. The blue Tender Form also includes further details in respect of the Tender Offer and the yellow Application Form includes further details in respect of the Mix and Match Facility and the Treasury Issuance.
Shareholders do not have to tender or acquire any Shares.
The maximum number of Shares to be acquired under the Tender Offer is 9,059,280 Shares, representing 30 per cent. of the Shares in issue (excluding Shares held in Treasury and those Shares held by the Directors and their associates (including the Concert Party), who will not be tendering their Shares) as at the Latest Practicable Date. Shareholders may, if they wish, tender a higher percentage through the excess tender facility, to the extent that there is sufficient demand under the Mix and Match Facility and/ or other Shareholders do not take up their Basic Entitlement.
The Tender Offer will enable those Shareholders (other than Overseas Persons) who hold their Shares on the Record Date and wish to sell some or all of their Shares to elect to do so, subject to the overall limits of the Tender Offer. Such Shareholders who successfully tender their Shares will receive the Tender Price of 204 pence per Share, being a 5 per cent. discount to the 31 March NAV per Share. The Tender Price has been set at this level to allow Shareholders who wish to realise a portion (or potentially all) of their holding of Shares to do so without any dilution to the NAV per Share for continuing Shareholders.
The total costs of the Tender Offer (including the fixed advisers' costs, stamp duty, value added tax and the commission payable to Shore Capital) are expected to be approximately £310,000 assuming the Tender Offer is taken up in full. All costs and expenses relating to the Tender Offer will be borne by Shareholders participating in the Tender Offer. In addition to these costs, the Board has also included an allowance for portfolio realisation costs and early repayment costs on the Company's debt facilities in setting the Tender Price. This is in order to take into account the need to ensure that continuing Shareholders do not suffer NAV dilution, with its commitment to offer an exit to Shareholders, as a result of the Tender Offer. In setting the Tender Price, the Directors have carefully considered advice from advisers and has carefully considered the interests of the Company as a whole.
Under the terms of the Tender Offer, which is being made by Shore Capital Limited ("Shore Capital") acting as intermediary in a principal capacity, Shareholders (other than Overseas Persons) who hold their Shares on the Record Date will be entitled to tender up to their Basic Entitlement, rounded down to the nearest whole Share. Such Shareholders may also tender additional Shares, but any such excess tenders above the Basic Entitlement will only be satisfied, on a pro rata basis, to the extent that there is sufficient demand under the Mix and Match Facility and/or other Shareholders tender less than their aggregate Basic Entitlement.
The number of Shares available under the Mix and Match Facility will depend on the number of Shares tendered under the Tender Offer.
Subject to the satisfaction of the conditions relating to the Tender Offer, Shore Capital will purchase, as principal, Shares validly tendered under the Tender Offer, and not matched under the Mix and Match Facility, at the Tender Price subject to the overall limit of the Tender Offer being 9,059,280 Shares representing 30 per cent. of the Company's issued share capital, as at the Latest Practicable Date, less those Shares held in Treasury and those Shares held by the Directors and their associates (including the Concert Party).
The Board also intends to issue the Shares currently held in Treasury, at the Tender Price up to an aggregate limit of 3,300,000 Shares, if there is demand, first to existing Shareholders and then to new investors.
The Board will have an overriding discretion (after consultation with the Investment Manager, Dickson Minto Advisers and Shore Capital) to scale back elections under the Mix and Match Facility and applications under the Treasury Issuance where there is excess demand. In allocating Shares preference will be given to existing Shareholders and all applications up to 100,000 Shares will be satisfied first so far as possible and scaled back pro rata. Then Shares will be allocated pro rata to the size of the existing Shareholder's application and then pro rata to the size of the new investor's application.
Any tendered Shares not taken up pursuant to the Mix and Match Facility will be purchased by Shore Capital, as principal (subject to the overall limit of the Tender Offer being 30 per cent. of the Company's issued share capital, as at the Latest Practicable Date, less those Shares held in Treasury and those Shares held by the Directors and their associates (including the Concert Party)), and will then be sold back to the Company in accordance with the terms of the Repurchase Agreement at the Tender Price by way of an on-market transaction on the main market for listed securities of the London Stock Exchange.
The Shares which the Company acquires from Shore Capital will be held in Treasury. The repurchase of Shares by the Company under the Repurchase Agreement will be funded from the Company's cash reserves and the Company is able to draw down from the RCF as and when required.
If the RCF were to be fully drawn pursuant to the Tender Offer, the Company's gearing is expected to be approximately 48 per cent.
The Tender Offer, the Mix and Match Facility and the Treasury Issuance are subject to the Conditions set out in paragraph 4 of Part 2 of this document and they may be terminated in certain circumstances as set out in paragraph 10 of Part 2 of this document. Shareholders' attention is drawn, in particular, to: (i) Part 4 of this document which contains a summary of certain risks associated with the Tender Offer, the Mix and Match Facility and the Treasury Issuance; and (ii) Part 5 of this document which sets out a general guide to certain aspects of current UK taxation law and HMRC published practice. Details of how Shareholders will be able to tender their Shares or acquire additional Shares can be found in paragraph 5.1 and paragraph 5.2 of Part 2 of this document.
Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer and the Mix and Match Facility.
This letter is not a recommendation for Shareholders to tender their Shares under the Tender Offer or to apply for additional Shares under the Mix and Match Facility or the Treasury Issuance. Whether or not Shareholders tender their Shares and/or apply for additional Shares will depend on, amongst other things, their view of the Company's prospects and their own individual circumstances, including their tax position, on which they should seek their own independent advice. Neither the Directors nor their associates (which includes the Concert Party) will tender any of their Shares in the Tender Offer nor will they be applying to acquire any Shares under the Mix and Match Facility or the Treasury Issuance.
The first quarterly PID payable for the year to 31 March 2026 will be payable to those Shareholders whose names appear on the Register on 3 October 2025 and will be paid on 31 October 2025.
The Settlement Date in relation to the Tender Offer, the Mix and Match Facility and the Treasury Issuance is 8 October 2025. Therefore, any Shares acquired through the Mix and Match Facility or the Treasury Issuance will not be entitled to the first quarterly PID payable for the year to 31 March 2026.
The Company currently holds 3,536,939 Shares in Treasury. As part of the Proposals, the Board also intends to issue these Shares, at the Tender Price up to an aggregate limit of 3,300,000 Shares, if there is demand first to existing Shareholders and then new investors.
The Board is therefore also seeking the authority from Shareholders at the General Meeting to be able to issue Shares from Treasury, up to an aggregate limit of 3,300,000 Shares (being an aggregate nominal amount of £330,000), for cash on a non pre-emptive basis at the Tender Price which is set at a discount to the 31 March NAV per Share. This authority is limited to Shares representing approximately 7.2 per cent. of the Company's issued ordinary share capital (including Treasury Shares) as at the Latest Practicable Date. The sale of Shares from Treasury is to be at a price, the Tender Price, which is less than the most recently published Net Asset Value per Share which is expressly included in the authority sought.
As noted in the 2025 Annual Report, Matthew Oakeshott and his close relatives exercise control over or are otherwise interested in a number of Shares in the Company held by The AIL Pension Scheme and The Coltstaple Trust. The AIL Pension Scheme is a Small Self Administered Scheme ("SSAS") benefitting Matthew Oakeshott and potentially also his wife, Professor Pippa Oakeshott. The Coltstaple Trust is a charity. Matthew Oakeshott is a Trustee of The Coltstaple Trust. The AIL Pension Scheme and The Coltstaple Trust's shareholdings in the Company are held through Rathbone Nominees Limited and Rathbone Nominees Limited (Charity).
Matthew Oakeshott has served as a director on the Board since 10 September 2020. Matthew Oakeshott is also the chairman of OLIM Property Limited, the Company's investment manager.
The Takeover Panel has confirmed that Matthew Oakeshott, his close relatives (as such term is defined in the Takeover Code), The AIL Pension Scheme and The Coltstaple Trust are acting in concert for the purposes of the Takeover Code. The Concert Party holds 11,767,816 Shares representing approximately 28 per cent. of the issued share capital of the Company (excluding Shares held in Treasury) as at the Latest Practicable Date. Full details of the members of the Concert Party and the Shares in which the Concert Party are interested are set out in paragraph 6.1 of Part 6 of this document.
All members of the Concert Party have undertaken that they will not tender any Shares under the proposed Tender Offer nor apply for any Shares pursuant to the Mix and Match Facility or the Treasury Issuance.
Under Rules 9 and 37 of the Takeover Code, if the Board was to authorise the repurchase of any Shares by the Company and as a result the shareholding of the Concert Party increased, then the Concert Party may be required to make a cash offer to all other Shareholders of the Company to acquire their Shares, unless such obligation has been waived by the Takeover Panel.
Under Rule 9 of the Takeover Code, any person who acquires, whether by a series of transactions over a period of time or not, an interest in shares (as defined in the Takeover Code) which, when taken together with shares already held by him or held or acquired by persons acting in concert with him, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, or is interested in 30 per cent. or more but does not hold more than 50 per cent. of the shares carrying voting rights of such a company and acquires an interest in any additional shares carrying voting rights of that company, is normally required to make a general cash offer to all the remaining shareholders of the company to acquire their equity shares and transferable securities carrying voting rights in the company (a "Rule 9 Offer"). An offer under Rule 9 of the Takeover Code must be in cash at the highest price paid by the person or the group of persons acting in concert in the preceding 12 months. Rule 37 of the Takeover Code extends this principle so that when a company purchases its own voting shares any resulting increase in the percentage of shares carrying voting rights in which a person or group of persons acting in concert is interested will be treated as an acquisition for the purposes of Rule 9 of the Takeover Code.
The Independent Directors believe that it is in the best interests of the Company and its Shareholders as a whole to offer the opportunity to return cash to Shareholders through the Tender Offer. However, the Independent Directors would not be prepared to propose the Tender Offer if this would lead to the Concert Party becoming obliged to make a general offer to acquire all of the Shares not already held by them in accordance with Rule 9 of the Takeover Code.
In order to ensure that the Company can propose the Tender Offer without triggering a Rule 9 Offer obligation for the Concert Party, the Company has consulted with the Takeover Panel and the Takeover Panel has agreed to waive the requirement for the Concert Party to make a general offer to all Shareholders under Rule 9 of the Takeover Code in circumstances where, following the purchase of Shares by the Company under the Tender Offer, the aggregate percentage holding of the Concert Party increases. This Takeover Panel waiver is subject to the approval by a vote of Independent Shareholders of the Company on a poll at the General Meeting. The Rule 9 Waiver Resolution to be proposed at the General Meeting seeks this approval. The Tender Offer will be conditional on receipt of Independent Shareholder approval of the Rule 9 Waiver.
If the maximum number of Shares were tendered by Shareholders pursuant to the Tender Offer and assuming no Shares were tendered by the Concert Party (and no Shares were applied for through the Mix and Match Facility or the Treasury Issuance), then the Concert Party would, in aggregate, hold Shares carrying approximately 35.7 per cent. of the voting share capital following the implementation of the Tender Offer, the Mix and Match and the Treasury Issuance.
Your attention is drawn to Part 6 of this document which sets out certain further information and financial information respectively that is required to be disclosed in this document pursuant to the rules contained in the Takeover Code.
The Company's existing authority to repurchase its own Shares, which was granted at the last annual general meeting of the Company held on 10 July 2025 and allows the repurchase of up to 6,297,754 Shares (being approximately 14.99 per cent. of the Company's issued share capital as at the date of that meeting excluding Treasury Shares) (the "Existing Buyback Authority"), will remain in force and will be unaffected by the Tender Offer. The Company will seek to utilise its Existing Buyback Authority to seek to reduce discount volatility.
After the completion of the Tender Offer, the Board will adopt a discount control policy which would aim to keep the Company's share price discount to net asset value between 0 per cent. and 10 per cent. in normal circumstances. This shall be at the absolute discretion of the Directors taking into account available cash and prevailing market conditions at the relevant time.
The Board wishes to minimise costs as a percentage of the Company's portfolio and to improve the liquidity and marketability of its Shares so the Company would also look to issue Shares in the market if they trade at a premium to NAV.
Independent valuations of the Company's property portfolio will take place on a quarterly basis in the future instead of on a half-yearly basis as at present.
Following the Tender Offer, the Board believes it would be in the best interests of the Shareholders as a whole to introduce an obligation on the Directors to propose a resolution to wind up the Company or another form of exit proposal having the same effect at a general meeting to be held on or before 31 March 2033.
Therefore, at the General Meeting to be held on 25 September 2025 the Company is also seeking the authority from Shareholders to amend the Company's Articles. This amendment will oblige the Directors to convene a general meeting of the Company to be held on or before 31 March 2033 but not before 31 March 2032 at which one or more special resolutions (the "Liquidation Resolution") will be proposed pursuant to the Insolvency Act 1986 requiring the Company to be wound up voluntarily unless the Directors have been previously released from this obligation by a Reconstruction Resolution (as explained in more detail below).
At this general meeting, pursuant to the New Articles, the vote taken on the Liquidation Resolution will be taken on a poll and those Shareholders who are present, in person or by proxy, entitled to vote and who vote in favour of the Liquidation Resolution will have, on the poll, such number of votes in respect of each Share held by them so that the aggregate number of votes cast in favour of the Liquidation Resolution is three times the aggregate number of votes cast against the Liquidation Resolution.
The Directors may be released from their obligation to call a general meeting of the Company at which the Liquidation Resolution is proposed before 31 March 2033 if there is proposed any resolution (the "Reconstruction Resolution") containing a proposal to sanction any form of arrangement which enables Shareholders to receive an amount in cash not less than that to which such Shareholders would, in the Directors reasonable opinion, have been reasonably foreseeably entitled to on a winding up of the Company as a result of the passing of the Liquidation Resolution.
The full terms of the New Articles will be available for inspection at the place of the General Meeting for at least 15 minutes before and during the General Meeting and on the National Storage Mechanism from the date of this document.
This proposed fixed life of the Company links in with the expiry of the Company's current fixed rate loan and the Company will not take out any further loans with an expiry date after 31 March 2033. OLIM Property will continue to manage the Company's portfolio comprising relatively small lot size, marketable properties, let on Triple Net Leases (full repairing and insuring) on the same basis as at present with a full discretionary mandate to ensure quick transactions and active management.
This management strategy has delivered steady growth in the Company's income with no void properties for the last 6 years (including during COVID) and has proved resilient through the highly cyclical property markets since OLIM Property started managing the Company's property portfolio in 1986.
The quality of the Company, its investment strategy, and the benefit of holding Shares as an investment can be assessed on the Company's results and performance. As evidenced by the chart below, the Company's property total return has outperformed the benchmark MSCI UK Quarterly Property Index over 1, 5, 10, 20 and 38 years.


Source: OLIM Property
However, the past is not a guarantee of the future. The Company's portfolio may perform differently from that of its record above. If you are in any doubt about the contents of this document you should consult your stockbroker or other independent, professional adviser. Existing or prospective Shareholders must not treat the contents of this document as advice relating to legal, taxation, accounting, investment or any other matters.
You will find enclosed with this document a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it to the Registrars at Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6AH as soon as possible, but in any event so as to be received no later than 11.45 a.m. on 23 September 2025. Completion of a Form of Proxy will not prevent a Shareholder attending and voting at the General Meeting in person.
Please note that only Independent Shareholders are entitled to vote on the Rule 9 Waiver Resolution and that the vote will be by way of poll. Accordingly, it is very important that the Form of Proxy is completed and returned.
The procedure for tendering Shares depends on whether Shares are held in certificated or uncertificated form and is summarised below.
Shareholders (other than Overseas Persons) whose names appear on the Register on the Record Date and who hold their Shares in certificated form and who wish to tender all or any of their existing holding of Shares should complete the blue Tender Form in accordance with the instructions printed thereon and in Part 2 of this document and return it to Computershare Investor Services PLC. Share certificate(s) and/or other document(s) of title in respect of the Shares tendered should also be returned. Completed blue Tender Forms must be received not later than 1.00 p.m. on 26 September 2025. Further detail of the procedures for tendering and settlement are set out in Part 2 of this document and, in the case of certificated Shares, in the accompanying blue Tender Form.
Shareholders (other than Overseas Persons) whose names appear on the Register on the Record Date and who hold their Shares in uncertificated form (that is, in CREST) and who wish to tender all or any of their existing holding of Shares should tender electronically through CREST so that the TTE Instruction settles by not later than 1.00 p.m. on 26 September 2025. Further detail of the procedures for tendering and settlement are set out in Part 2 of this document.
The procedure for applying to acquire additional Shares depends on whether Shares are held in certificated or uncertificated form and is summarised below.
If you hold Shares in certificated form, you are not a Overseas Person and you wish to acquire additional Shares through the Mix and Match Facility and/or the Treasury Issuance, you should complete the yellow Application Form in accordance with the instructions printed thereon and in Part 2 of this document and return it to Computershare Investor Services PLC. The completed and signed yellow Application Form should be accompanied by the requisite cheque or banker's draft, in respect of payment for the aggregate number of the Shares being applied for at the Tender Price plus any stamp duty which may be applicable under the Mix and Match Facility, being made payable to CIS PLC RE: Value & Indexed Mix and Match Application. Further details of the procedures under the Mix and Facility and the Treasury Issuance are set out in Part 2 of this document.
If you hold Shares in uncertificated form (that is, in CREST), you are not an Overseas Person and you wish to acquire additional Shares through the Mix and Match Facility and/or the Treasury Issuance, you should apply electronically through CREST so that the TTE Instruction settles by not later than 1.00 p.m. on 26 September 2025. Further details of the procedures for tendering and settlement are set out in Part 2 of this document.
The Board considers that the Tender Offer, the Mix and Match Facility, the Treasury Issuance and the Future Proposals as set out in this document and the requisite Resolutions to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Tender Offer Resolution, The Treasury Issuance Resolution and the New Articles Resolution to be proposed at the General Meeting.
The Board makes no recommendation to Shareholders as to whether or not they should tender any of their Shares in the Tender Offer or apply to acquire further Shares under the Mix and Match Facility and/or the Treasury Issuance. Whether or not Shareholders decide to tender their Shares or apply to acquire additional Shares will depend, amongst other factors, on their view of the Company's prospects and their own individual circumstances, including their own tax position.
The Board considers that the approval of the Rule 9 Waiver Resolution is in the best interests of the Shareholders as a whole. In addition, the Directors, who have been so advised by Dickson Minto Advisers, consider the Rule 9 Waiver to be fair and reasonable and in the best interests of Independent Shareholders as a whole and the Company. In providing its advice, Dickson Minto Advisers has taken into account, inter alia, the commercial assessments of the Directors.
The valuation report provided by the Valuer is set out in Part 3 of this document. As you will see at paragraph 1.6 of Part 3, the Valuer has confirmed that an updated valuation would not be materially different to the valuation provided as at 31 March 2025.
The Directors, who in aggregate have an interest in 10,962,620 Shares (being approximately 26.1 per cent. of the issued share capital of the Company (excluding Shares held by the Company in Treasury)) intend to vote such Shares in favour of the each of the Resolutions, except for Matthew Oakeshott who, in accordance with the below, will not vote on the Rule 9 Waiver Resolution.
In accordance with the provisions of the Takeover Code, each of the members of the Concert Party is considered to be interested in the outcome of the Rule 9 Waiver Resolution and, accordingly, is not entitled to vote on that resolution to be proposed at the General Meeting, and has confirmed that they will not seek to vote on that resolution.
Yours faithfully
David Smith Chairman
5.1.1. Completion of blue Tender Forms and yellow Application Forms
If you hold Shares in certificated form on the Record Date, you are not an Overseas Person and you wish to tender your Shares, you should complete the blue Tender Form.
If you hold Shares in certificated form, you are not an Overseas Person and you wish to acquire additional Shares through the Mix and Match Facility and/or the Treasury Issuance, you should complete the yellow Application Form.
Additional Tender Forms and Application Forms will be available from the Receiving Agent, telephone number +44 (0)370 703 0168, between the hours of 8.30 a.m. and 5.30 p.m. (UK time) Monday to Friday (except public holidays in England and Wales). Calls from outside the UK will be charged at international rates. Network providers' costs may vary. Calls within the UK are charged at standard network rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The Shareholder helpline can only provide information regarding the completion of blue Tender Form and the yellow Application Form and cannot provide you with advice on the merits of the Tender Offer, the Mix and Match Facility or the Treasury Issuance or give financial, tax, investment or legal advice.
The completed and signed blue Tender Form or yellow Application Form should be sent by post, to Computershare Investor Services PLC, Corporate Actions Projects, Bristol BS99 6AH, so as to arrive by no later than 1.00 p.m. on 26 September 2025. Subject to paragraph 5.3 below, no blue Tender Forms or yellow Application Forms received after this time will be accepted. No acknowledgement of receipt of documents will be given. Any Tender Form or Application Form received in an envelope postmarked from a jurisdiction outside of the UK or otherwise appearing to Computershare or its agents to have been sent from a jurisdiction outside the UK may be rejected as invalid. Further provisions relating to Overseas Persons, Sanctions Restricted Persons and Restricted Shareholders are contained in paragraph 12 of this Part 2.
The completed and signed (at Box 3) blue Tender Form should be accompanied by the relevant share certificate(s) and/or other document(s) of title. If you are applying to tender your Shares and your share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent), the blue Tender Form should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent by no later than 1.00 p.m. on 26 September 2025 together with any share certificate(s) and/or other document(s) of title you may have available, accompanied by a letter stating that the (remaining) share certificate(s) and/ or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, by no later than 1.00 p.m. on 26 September 2025.
If you are applying to tender your Shares and you have lost your share certificate(s) and/or other document(s) of title, you should either call the Receiving Agent using the telephone numbers provided in paragraph 5.1.1 above or write to the Receiving Agent for a letter of indemnity in respect of the lost share certificate(s) and/or any other document(s) of title which, when completed in accordance with the instructions given, should be returned to the Receiving Agent at the address referred to in paragraph 5.1.2 so as to be received by no later than 1.00 p.m. on 26 September 2025.
The completed and signed (at Box 3 (and Box 5 in relation to joint shareholdings) and on page 6) yellow Application Form should be accompanied by the requisite cheque or banker's draft being made payable to a/c CIS PLC RE: Value & Indexed Mix and Match Application.
The Receiving Agent, acting as your agent, will effect such procedures as are required to transfer your Shares under the Mix and Match Facility, to the extent there is sufficient demand, and/or to facilitate the tendering of your Shares to Shore Capital under the Tender Offer.
If you hold Shares in uncertificated form on the Record Date and wish to tender your Shares, you should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Shares which you wish to tender in the Tender Offer to an escrow balance, specifying the Receiving Agent in their capacity as a CREST receiving agent under its participant ID (referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to escrow settles by no later than 1.00 p.m. on 26 September 2025.
If you hold Shares in uncertificated form on the Record Date and wish to apply for more Shares under the Mix and Match Facility and/or the Treasury Issuance, you should take (or procure to be taken) the action set out below.
If you wish to apply for Shares through the Mix and Match Facility and/or Treasury Issuance through CREST, you or your settlement agent/custodian's CREST account must submit your CREST instructions by no later than 1.00 p.m. on 26 September 2025.
If you are a CREST sponsored member, you should refer to your CREST Sponsor before taking any action. Your CREST Sponsor will be able to confirm details of your participant ID and the member account ID under which your Shares are held. In addition, only your CREST Sponsor will be able to submit the TTE Instruction to Euroclear in relation to the Shares which you wish to tender.
To Tender you should submit (or, if you are a CREST sponsored member, procure that your CREST Sponsor submits) a TTE Instruction to Euroclear which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to the other information that is required for the TTE Instruction to settle in CREST, the following details:
To apply under the Mix and Match Facility and the Treasury Issuance you should submit (or, if you are a CREST sponsored member, procure that your CREST Sponsor submits) a USE Instruction to Euroclear which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to the other information that is required for the USE Instruction to settle in CREST, the following details:
After settlement of the TTE Instruction, you will not be able to access the tendered Shares concerned in CREST for any transaction or for charging purposes notwithstanding that they will be held by the Receiving Agent as your escrow agent until completion, termination or lapse of the Tender Offer. If the Tender Offer becomes unconditional, the Receiving Agent will transfer the Shares which are accepted for purchase by Shore Capital to itself as your agent for onward sale to Shore Capital.
The Receiving Agent will also facilitate the transfer the Shares successfully applied for and allocated to you under the Mix and Match Facility and Treasury Issuance at 8.00 a.m. on 8 October 2025.
You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.
You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE/USE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST Sponsor) to enable a TTE/USE Instruction relating to your Shares to settle prior to 1.00 p.m. on 26 September 2025. In connection with this, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer, the Mix and Match Facility and the Treasury Issuance (whether such conversion arises as a result of a transfer of Shares or otherwise). Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring the Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer, Mix and Match Facility and/ or Treasury Issuance (in particular, as regards delivery of share certificate(s) and/or other document(s) of title, payments or transfer to an escrow balance as described above) prior to 1.00 p.m. on 26 September 2025.
Tender Forms, Application Forms or TTE/USE Instructions which are received by the Receiving Agent after 1.00 p.m. on 26 September 2025 or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions or requisite payment may be rejected and returned to relevant Shareholders or their appointed agents, together with any accompanying share certificate(s) and/or other document(s) of title and/or cheques.
If, when received by Computershare, Box D on the yellow Application Form is blank or the amount inserted in Box D is inconsistent with the remittance, for the sum payable in full on application for such Shares at the Tender Price (and any Stamp Duty which may be payable under the Mix and Match Facility), the application will be deemed to be for the lesser of (i) the number of Shares set out in Box A or, if completed, Box D and (ii) such number of Shares at the Tender Price (plus any Stamp Duty which may be payable under the Mix and Match Facility) as is covered by the remittance which accompanies the Application Form.
Shore Capital and Computershare reserve the right to treat as valid Tender Forms or TTE Instructions which are not entirely in order and which are not accompanied (in the case of Shares held in certificated form) by the relevant share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof and shall be entitled (in their sole discretion) to accept late Tender Forms, Application Forms or TTE Instructions.
Notwithstanding the completion of a valid blue Tender Form, yellow Application Form or TTE/ USE Instruction, the Tender Offer, the Mix and Match Facility and/or the Treasury Issuance may be suspended, terminated or lapsed in accordance with the terms and conditions set out in this Part 2.
The decision of Shore Capital, the Board and the Receiving Agent as to which Shares have been validly tendered and validly applied for pursuant to the Mix and Match Facility and/or Treasury Issuance shall be conclusive and binding on the Shareholders who participate in the Tender Offer, Mix and Match Facility and Treasury Issuance.
If you are in any doubt as to how to complete the blue Tender Form, the yellow Application Form or how to submit a TTE/USE Instruction or as to the procedures for tendering Shares or applying for Shares, please call the Receiving Agent on +44 (0)370 703 0168 between 8.30 a.m. and 5.30 p.m. (UK time) Monday to Friday (except public holidays in England and Wales). Please note that the Receiving Agent cannot provide any financial, tax, investment or legal advice and calls may be recorded and monitored for security and training purposes. You are reminded that, if you are a CREST sponsored member, you should contact your CREST Sponsor before taking any action.
The Board will have an overriding discretion (after consultation with the Investment Manager, Dickson Minto Advisers and Shore Capital) to scale back elections under the Mix and Match Facility and applications under the Treasury Issuance where there is excess demand. In allocating Shares, preference will be given to existing Shareholders and all applications up to 100,000 Shares will be satisfied first so far as possible and scaled back pro rata. Then Shares will be allocated pro rata to the size of the existing Shareholder's application and then pro rata to the size of the new investor's application.
Where an accepted tender relates to Shares held in certificated form, cheques for the consideration due will be despatched at the Shareholder's own risk by the Receiving Agent by first class post to the person or agent whose name and address is set out in Box 1 of the Tender Form or, in the case of joint holders, the address of the Shareholder first named in the Register. Where an electronic payment mandate is already held payments will be issued electronically. All cash payments will be made in Sterling drawn on a branch of a UK clearing bank.
Where an accepted application relates to Shares held in certificated form, share certificates, together with a cheque in relation to any excess payments, will be despatched at the Shareholder's own risk by the Receiving Agent by first class post to the person or agent whose name and address is set out in Box 1 of the Application Form or, in the case of joint holders, the address of the Shareholder first named in the Register. Where an electronic payment mandate is already held refunds will be issued electronically. All cash refunds will be made in Sterling drawn on a branch of a UK clearing bank.
It is expected that definitive certificates in respect of the Shares acquired through the Mix and Match Facility will where requested or required by law be despatched during the week commencing 15 October 2025. Temporary documents of title will not be issued. Pending dispatch of such certificates, transfers will be certified against the Company's Register.
Where an accepted tender relates to Shares held in uncertificated form, the consideration due will be paid by means of CREST by the Receiving Agent (on behalf of Shore Capital) procuring the creation of a CREST payment obligation in favour of the tendering Shareholder's Cash Memorandum Account in accordance with the CREST payment arrangements.
Where an accepted application under the Mix and Match Facility and/or the Treasury Issuance relates to Shares held in uncertificated form, the Company will arrange for CREST to be instructed to credit the appropriate CREST accounts of the applicants concerned or their nominees with their respective entitlements to the additional Shares. The names of applicants or their nominees that invest through CREST accounts will be entered directly on to the Register.
Dealings in the Shares acquired through the Mix and Match Facility and/or the Treasury Issuance in advance of the crediting of the relevant stock account shall be at the risk of the person concerned.
7.4.3. Timing of settlement
The payment of any consideration to Shareholders for Shares tendered in the Tender Offer will be made only after the relevant TTE Instruction has settled or (as the case may be) timely receipt by the Receiving Agent of the share certificate(s) and/or other requisite document(s) of title evidencing such Shares and any other documents required under the Tender Offer.
Each Shareholder by whom, or on whose behalf, a blue Tender Form, yellow Application Form or TTE/ USE Instruction (as applicable) is executed or submitted, irrevocably undertakes, represents, warrants and agrees to and with Shore Capital (for itself and for the benefit of the Company and the Receiving Agent as the case may be and so as to bind himself, herself or itself, and his, her or its respective personal representatives, heirs, successors and assignees) that:
8.1. the execution of the blue Tender Form, the yellow Application Form or the submission of a TTE/ USE Instruction shall constitute either: (i) an offer to sell to Shore Capital such Shareholder's Basic Entitlement or, if relevant, the number of Shares inserted in Box 2 of the Blue Tender Form or submitted in the TTE Instruction (as applicable); and/or (ii) an undertaking to acquire the number of Shares inserted in Box A of section 2 of the yellow Application Form on and subject to the terms and conditions set out or referred to in this document and, once a blue Tender Form, yellow Application Form and/or TTE Instruction is submitted, such offer and undertaking shall be irrevocable;
A reference in this paragraph 8 to a Shareholder who holds Shares in certificated form includes a reference to the person or persons executing the blue Tender Form and the yellow Application Form and, in the event of more than one person executing the blue Tender Form or the yellow Application Form, the provisions of this paragraph will apply to them jointly and to each of them.
You agree that Shore Capital and the Receiving Agent are acting for the Company in connection with the Tender Offer and for no one else and Shore Capital and the Receiving Agent will not treat you as their client by virtue of such application being accepted or owe you any duties concerning the price of Shares or concerning the suitability of Shares for you or otherwise in relation to the Tender Offer, the Mix and Match Facility or the Treasury Issuance.
You authorise the Company or any person authorised by the Company, as your agent, to do all things necessary to effect registration of any Shares subscribed for by you in your name and authorise any representatives of the Receiving Agent to execute and/or complete any document required therefor.
You agree that it is a condition of application that any information supplied by an applicant or on his behalf or derived from the processing thereof may be used by the Receiving Agent, Shore Capital or the Company and/or disclosed to the Company, its agents or advisers in connection with and for the purposes of the Tender Offer, the Mix and Match Facility and the Treasury Issuance and, for the purposes of the applicable data protection legislation (including the UK GDPR, the UK Data Protection Act 2018, as amended from time to time, and the EU GDPR) and regulatory requirements in the United Kingdom and/or the EEA, as appropriate.
You agree that a failure to receive, process or accept your tender application or your application for Shares does not give rise to any right of action by any person against the Company, Shore Capital or the Receiving Agent or any other person. You agree that the non-receipt by any person of this document or any other related document shall not invalidate the Tender Offer, the Mix and Match Facility and/or the Treasury Issuance in whole or in part or give rise to any right of action by any person against the Company, Shore Capital, the Receiving Agent or any other person.
11.1. Any changes to the terms, or any extension or termination of the Tender Offer, the Mix and Match Facility or the Treasury Issuance will be followed as promptly as practicable by a public announcement thereof by no later than 1.00 p.m. on the Business Day following the date of such changes. In this case, the definitions, times and dates mentioned throughout this document shall be deemed to be adjusted accordingly. Such an announcement will be released to a Regulatory Information Service. References to the making of an announcement by the Company includes the release of an announcement on behalf of the Company by Shore Capital to the press and delivery of, or telephone or facsimile or other electronic transmission of, such announcement to a Regulatory Information Service.
Match Facility or the Treasury Issuance or the distribution of the blue Tender Forms or yellow Application Forms in any territory outside the United Kingdom.
13.1. The terms of the Tender Offer, the Mix and Match Facility and the Treasury Issuance shall have effect subject to such non-material modifications or additions as the Company, the Receiving Agent, Shore Capital and Dickson Minto Advisers may from time to time approve in writing. The times and dates referred to in this document may be amended by agreement between the Company, the Receiving Agent, Shore Capital and Dickson Minto Advisers and any such amendment shall be publicly announced as promptly as practicable by way of an RIS.
2 September 2025


| 1. | VALUATION REPORT34 | |
|---|---|---|
| 1.1. | Addressees 34 | |
| 1.2. | Project Name 34 | |
| 1.3. | Instructions34 | |
| 1.4. | Terms of Reference35 | |
| 1.5. | Conflicts of Interest 35 | |
| 1.6. | Date of Valuation and Changes since Valuation Date35 | |
| 1.7. | Valuer Details and Inspection36 | |
| 1.8. | Basis of Valuation36 | |
| 1.9. | Market Conditions 37 | |
| 1.10. | Market Value 38 | |
| 1.11. | Responsibility 40 | |
| 1.12. | Confidentiality41 | |
| 1.13. | Portfolio Valuation General Assumptions and Conditions 41 | |
| 1.14. | Reliance 41 | |
| 1.15. | Signatories 42 | |
| 1.16. | Date of Report42 | |
| 2. | SCHEDULE OF VALUATIONS43 | |
| 3. | PORTFOLIO VALUATION GENERAL ASSUMPTIONS AND CONDITIONS 45 | |
| 3.1 | General Assumptions 46 | |
| 3.2 | General Conditions 48 |
Value and Indexed Property Income Trust plc

| 1.1. | Addressees | Value and Indexed Property Income Trust plc Kintyre House 205 West George Street Glasgow G2 2LW (hereinafter referred to as the "Company") |
|---|---|---|
| Dickson Minto Advisers LLP Dashwood House 69 Old Broad Street London EC2M 1QS (in its capacity as financial adviser to the Company) |
||
| Shore Capital and Corporate Limited Cassini House 57 St James's St London SW1A 1LD (in their capacity as joint corporate broker to the Company) |
||
| For the attention of The Directors of the Company | ||
| 1.2. | Project Name | Value and Indexed Property Income Trust plc |
| 1.3. | Instructions | In accordance with our instructions received from the Company and our terms of engagement dated 26 August 2025 with the Company, Dickson Minto Advisers LLP and Shore Capital and Corporate Limited, we have undertaken valuations (the "Valuations") of the freehold and leasehold interests in the properties described in Schedule 2 (the "Properties" and each being a "Property") (together, the "Portfolio") in connection with the recommended tender cash offer for up to 30 per cent. of the Company's issued ordinary share capital (the "Transaction"). The Company has expressly instructed us not to disclose certain information which is considered commercially sensitive, namely the individual values of the properties. |
| This report (the "Report") has been prepared in accordance with the RICS Valuation – Global Standards (incorporating the IVSC International Valuation Standards) effective from 31 January 2025 together with the UK National Supplement effective 1 May 2024, together the "Red Book''. The Valuation has been prepared for a Regulated Purpose as defined by the Red Book. The Report has been prepared in accordance with the requirements of Rule 29 of the City Code on Takeovers and Mergers (the "Code"). We understand that this Report is required for: (i) inclusion in a circular to be published by the Company in connection with the Transaction (the "Circular"); (ii) publication of the Report on public display on the websites of the Company and/or OLIM Property Limited dated, in each case, the date of the relevant document in which it appears; and (iii) inclusion and/or reference to it in any other announcements, documents and/or supplementary documents required to be released by the Company, Dickson Minto Advisers LLP or Shore Capital and Corporate Limited pursuant to the Code and which directly relate to the Transaction. |
Kintyre House
Dashwood House 69 Old Broad Street
Cassini House 57 St James's St
Glasgow G2 2LW
London EC2M 1QS
London SW1A 1LD
205 West George Street
Dickson Minto Advisers LLP
1.1. Addressees Value and Indexed Property Income Trust plc
(hereinafter referred to as the "Company")
Shore Capital and Corporate Limited
(in its capacity as financial adviser to the Company)
For the attention of The Directors of the Company
1.2. Project Name Value and Indexed Property Income Trust plc
Transaction.
(in their capacity as joint corporate broker to the Company)
1.3. Instructions In accordance with our instructions received from the Company and our terms
namely the individual values of the properties.
This report (the "Report") has been prepared in accordance with the RICS
of engagement dated 26 August 2025 with the Company, Dickson Minto Advisers LLP and Shore Capital and Corporate Limited, we have undertaken valuations (the "Valuations") of the freehold and leasehold interests in the properties described in Schedule 2 (the "Properties" and each being a "Property") (together, the "Portfolio") in connection with the recommended tender cash offer for up to 30 per cent. of the Company's issued ordinary share capital (the "Transaction"). The Company has expressly instructed us not to disclose certain information which is considered commercially sensitive,
Valuation – Global Standards (incorporating the IVSC International Valuation Standards) effective from 31 January 2025 together with the UK National Supplement effective 1 May 2024, together the "Red Book''. The Valuation has been prepared for a Regulated Purpose as defined by the Red Book. The Report has been prepared in accordance with the requirements of Rule 29 of the City Code on Takeovers and Mergers (the "Code"). We understand that this Report is required for: (i) inclusion in a circular to be published by the Company in connection with the Transaction (the "Circular"); (ii) publication of the Report on public display on the websites of the Company and/or OLIM Property Limited dated, in each case, the date of the relevant document in which it appears; and (iii) inclusion and/or reference to it in any other announcements, documents and/or supplementary documents required to be released by the Company, Dickson Minto Advisers LLP or Shore Capital and Corporate Limited pursuant to the Code and which directly relate to the Value and Indexed Property Income Trust plc

| 1.4. | Terms of Reference | The portfolio comprises 30 properties, one is held on a leasehold basis and 29 are held on a freehold/heritable basis. |
|---|---|---|
| The properties are all held for investment purposes and are located throughout the UK. All the properties are identified on the attached schedule at Section 2 of this Report. |
||
| We have relied upon floor areas provided to us by the Company which we understand were calculated in accordance with the current RICS Property Measurement and upon which we have relied. We have been provided with legal documents for the Properties, and tenancy schedules prepared by your current managing agents, Workman LLP. OLIM Property Limited (the Company's fund manager) has provided us with a schedule containing a brief description of the properties. In addition to this, we have received updates from you and your specialist advisors. We confirm that we have considered sustainability features relevant to the Properties and the implications these could have on our Valuations. |
||
| The properties have each been inspected within the last 12 months. Although we have reflected our knowledge of market trends in the locality, we have assumed that there have been no material changes to any of the Properties or their surroundings since those dates, except where you have advised us to the contrary, that could have a material effect on the value of your interest. We confirm that we have considered sustainability features relevant to the Properties and the implications these could have on our valuations. |
||
| 1.5. | Conflicts of Interest | In accordance with the RICS professional statement on Conflicts of Interest (1st Edition, March 2017), we are required by our professional body, the Royal Institution of Chartered Surveyors, to inform you of certain matters that could be perceived as a conflict prior to confirm our valuation appointment. |
| Savills (UK) Limited undertakes other property services for OLIM Property Limited and Value and Indexed Property Income Trust plc. We confirm that we do not believe that this presents a conflict of interest that may prevent us from providing you with an independent valuation of the Properties in accordance with the RICS Red Book. |
||
| 1.6. | Date of Valuation and Changes since Valuation Date |
Our opinions of value are as at Valuation Date (the "Valuation Date"). The importance of the date of valuation must be stressed as property values can change over a relatively short period. |
| We note that between the Valuation Date and date of this Report the following changes have taken place: |
||
| The following properties have been sold: • Superbowl, Bawtry Road, Doncaster • Broadmead House, Bellingham Way, New Hythe, Aylesford; • RCS Depot, Dalton Airfield Industrial Estate, Thirsk. |
||
| In addition contracts have exchanged for the sale for the following property: • Tenpin Bowling Centre, Greyfriars Place, Stafford (completion due on 17 September 2025). |
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| The following properties were subject to rent reviews between the Valuation Date and date of this Report and the rental income has increased: • St Margaret's Holiday Park, Reach Road, Dover • Marks & Spencer, Litten Park, Church Litten, Newport |
Value and Indexed Property Income Trust plc

The following property was subject to a lease extension:
• Premier Inn, Princes Gate Shopping Park, Princes Gate, Richmond Road, Catterick
For the purposes of Rule 29.5 of the Code, we confirm that we are not aware of any material changes in any matter relating to the Properties since the Valuation Date, having made due and careful enquiries of the Company, and the date of this Report. Other than the three properties listed above have been sold. Nor do we believe that market conditions have changed sufficiently to materially alter the Valuations reported as at the Valuation Date. As a result, we confirm for the purpose of Rule 29.5 of the Code that an updated Valuation as at the date of this Report would not be materially different from the Valuation as at the Valuation Date acknowledging that the three properties listed above have been sold.
This Valuation has been prepared by a number of valuers under the supervision of Adam Whereat MRICS, Nick Wadsworth MRICS and Ollie King MRICS, all of whom are RICS Registered Valuers. We confirm that they have sufficient current knowledge of the relevant markets and the necessary skills and understanding to undertake the Valuations competently in accordance with Rule 29 of the Code. 1.7. Valuer Details and Inspection
We are required by RICS regulations to disclose the following:
We confirm that we do not have any material interest in the Company, OLIM Property Limited or the Properties.
1.8. Basis of Valuation Our Valuations have been prepared on the basis of Market Value, the definition of which is as follows:
"The estimated amount for which an asset or liability should exchange on the valuation date between a willing buyer and a willing seller in an arm's length transaction after proper marketing and where the parties had each acted knowledgeably, prudently and without compulsion."
• Crosspoint, Oliver Way, Coventry • Sainsbury's, Park Hill Road, Garstang
• Co-Op, 110 High Street, Invergordon
• Wimblington Drive, Milton Keynes • Co-Op, 33 The Roods, Kirriemuir.
• Virgin Active Health Club, Hall Lane, Brentwood • M&S Foodhall, Langton Road, Blandford Forum • Marks & Spencer, 12 – 24 Eastwood Road, Rayleigh
• Hollywood Bowl, 43-79 Station Road, Ashford • Hollywood Bowl, Sturrock Way, Peterborough
The following property was subject to a lease extension:
have been sold.
1.7. Valuer Details and Inspection
with Rule 29 of the Code.
We are required by RICS regulations to disclose the following:
Limited's turnover.
of which is as follows:
Property Limited or the Properties.
since September 2024.
Road, Catterick
• Premier Inn, Princes Gate Shopping Park, Princes Gate, Richmond
For the purposes of Rule 29.5 of the Code, we confirm that we are not aware
This Valuation has been prepared by a number of valuers under the
• Adam Whereat MRICS has supervised the valuation of this portfolio
• This firm provides other property advisory services for OLIM Property
• In the financial year ending 31 December 2024, the total fees earned
We confirm that we do not have any material interest in the Company, OLIM
1.8. Basis of Valuation Our Valuations have been prepared on the basis of Market Value, the definition
"The estimated amount for which an asset or liability should exchange on the
knowledgeably, prudently and without compulsion."
of any material changes in any matter relating to the Properties since the Valuation Date, having made due and careful enquiries of the Company, and the date of this Report. Other than the three properties listed above have been sold. Nor do we believe that market conditions have changed sufficiently to materially alter the Valuations reported as at the Valuation Date. As a result, we confirm for the purpose of Rule 29.5 of the Code that an updated Valuation as at the date of this Report would not be materially different from the Valuation as at the Valuation Date acknowledging that the three properties listed above
supervision of Adam Whereat MRICS, Nick Wadsworth MRICS and Ollie King MRICS, all of whom are RICS Registered Valuers. We confirm that they have sufficient current knowledge of the relevant markets and the necessary skills and understanding to undertake the Valuations competently in accordance
Limited and Value and Indexed Property Income Trust plc.
from Value and Indexed Property Income Trust plc and OLIM Property Limited, and connected parties, was less than 5% of Savills (UK)
valuation date between a willing buyer and a willing seller in an arm's length transaction after proper marketing and where the parties had each acted Value and Indexed Property Income Trust plc
| Our Valuations have been arrived at predominantly by reference to market evidence for comparable property. We have made no allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of the property, nor have we allowed for any adjustment to any of the properties' income streams to take into account any tax liabilities that may arise. Our Valuations are exclusive of VAT (if applicable). We have excluded from our Valuations any additional value attributable to goodwill, or to fixtures and fittings which are only of value in situ to the present occupiers. |
||
|---|---|---|
| No allowance has been made for rights, obligations or liabilities arising in relation to fixed plant and machinery, and it has been assumed that all fixed plant and machinery and the installation thereof complies with the relevant EEC legislation, insofar that the latter is applicable. |
||
| We have made no variation from standard assumptions. | ||
| The valuations are compliant with Rule 29 of the Code and this Report is prepared in accordance with Rule 29 of the Code. |
||
| 1.9. | Market Conditions | Ongoing political and economic developments in the UK continue to create a complex and evolving landscape. The Chancellor's strategy for economic growth faces significant headwinds, prompting the Bank of England to revise its 2025 UK GDP growth forecast downward from 1.5% to 0.75%. The Bank has continued to cut the base rate, and the markets anticipate further reductions over 2025, to stimulate economic activity. Meanwhile, the re election of Donald Trump as US President has introduced further geopolitical uncertainty, particularly with his decision to withdraw the U.S. from the Paris Agreement and his proposed tariffs on certain imports. |
| In the UK commercial real estate market, sentiment had been improving amid expectations of continued base rate reductions, albeit at a potentially slower pace than initially anticipated. However, the volatility in UK ten-year gilt yields suggests that markets may be pricing in an extended timeline for rate cuts. This renewed uncertainty comes just as investor confidence was strengthening and it could see some investors adopt a more cautious, "wait and see" approach until the outlook becomes clearer. |
||
| Measured against historical trends commercial property investment volumes are lower, albeit volumes and bidder intensity is improving in most, if not all sectors. The current landscape is increasingly polarised, with "best-in-class" assets continuing to attract strong interest. By contrast, some lesser properties, particularly those with locational or quality challenges, face difficulties that could see continued value erosion. This divergence highlights the critical importance of rigorous due diligence, as investors and lenders place growing emphasis not only on financial performance but also on ESG considerations. The decline in comparable transactional volumes has seen market sentiment play an increasingly crucial factor in valuation and decision-making. The aforementioned geopolitical tensions, economic uncertainty, and the financing costs are contributing to a cautious pricing environment. While lender appetite remains healthy, underwriting standards are stringent, with the quality of both the asset and sponsor playing a pivotal role in securing financing. |
||
| It is therefore important to recognise that our valuation has been prepared against the backdrop outlined above. Moreover, investor behaviour can change quickly during such periods of volatility. As such, the conclusions set out in this Report are only valid at the Valuation Date and we would recommend that |

Value and Indexed Property Income Trust plc

the value of the properties are kept under regular review. For the avoidance of doubt, our valuation is not reported as being subject to 'material valuation uncertainty' as defined in the RICS Valuation – Global Standards.
1.10. Market Value We are of the opinion that the aggregate Market Value of the Properties in the portfolio, as at 31 March 2025, is:
| Value | Number of Properties | |
|---|---|---|
| Freehold/Heritable | £143,500,000 | 29 |
| Leasehold | £2,500,000 | 1 |
| TOTAL | £146,000,000 | 30 |
The total valuation figure reported is the aggregate total of the individual Properties and not necessarily a figure that could be achieved if the Portfolio was sold as a single holding. A schedule of properties and their inspection dates is attached at Section 2 of this Report. Our valuations include standard purchaser's costs but do not include costs of realisation.
We set out below those Properties as at 31 March 2025 with a value in excess of 5% of the aggregate Market Value of the Properties in the Portfolio:
| Properties | Description and Tenure | Tenancies |
|---|---|---|
| Sainsbury's, Park Hill Road Garstang |
The Property comprises a purpose built food store totalling 23,062 sq ft. The site area extends to 4.06 acres. There is a dedicated car park providing 106 spaces. Freehold. |
The Property is let to Sainsbury's Supermarkets Ltd on a lease expiring on 20 June 2035. The rent is reviewed five yearly linked to RPI, subject to a collar of 1.5% and a cap of 4% pac. The Passing Rent, as at 31 March 2025, was £479,595 per annum. The current Passing Rent is £583,499 per annum. The next rent review is 20 June 2030. |
| Marks & Spencers, Litten Park, Church Litten, Newport |
The Property comprises a purpose built food store with ancillary accommodation totalling 61,726 sq ft. The site area extends to 3.29 acres. There is a dedicated car park providing 189 spaces. Freehold. |
The Property is let to Marks & Spencer Plc on a lease expiring on 6 June 2036. The rent is annually reviewed linked to RPI, subject to a collar of 1% and a cap of 3%. The Passing Rent, as at 31 March 2025, was £640,000 per annum. The current Passing Rent is £659,200 per annum. The next rent review is 6 June 2026. |
the value of the properties are kept under regular review. For the avoidance of doubt, our valuation is not reported as being subject to 'material valuation
Properties and not necessarily a figure that could be achieved if the Portfolio was sold as a single holding. A schedule of properties and their inspection dates is attached at Section 2 of this Report. Our valuations include standard
of 5% of the aggregate Market Value of the Properties in the Portfolio:
The Property comprises a purpose built food store totalling 23,062 sq ft.
The site area extends to
There is a dedicated car park providing 106 spaces.
The Property comprises a purpose built food store with ancillary accommodation totalling
The site area extends to
There is a dedicated car park providing 189 spaces.
Properties Description and Tenure Tenancies
4.06 acres.
Freehold.
61,726 sq ft.
3.29 acres.
Freehold.
Value Number of Properties
The Property is let to Sainsbury's Supermarkets Ltd on a lease expiring on 20 June 2035. The rent is reviewed five yearly linked to RPI, subject to a collar of 1.5% and a cap of 4% pac. The Passing Rent, as at 31 March 2025, was £479,595 per annum. The current Passing Rent is £583,499 per annum. The next rent review is 20 June
2030.
2026.
The Property is let to Marks & Spencer Plc on a lease expiring on 6 June 2036. The rent is annually reviewed linked to RPI, subject to a collar of 1% and a cap of 3%. The Passing Rent, as at 31 March 2025, was £640,000 per annum. The current Passing Rent is £659,200 per annum. The next rent review is 6 June
uncertainty' as defined in the RICS Valuation – Global Standards.
1.10. Market Value We are of the opinion that the aggregate Market Value of the Properties in the
The total valuation figure reported is the aggregate total of the individual
We set out below those Properties as at 31 March 2025 with a value in excess
Sainsbury's, Park Hill Road
Marks & Spencers, Litten Park, Church Litten,
Newport
Garstang
Freehold/Heritable £143,500,000 29 Leasehold £2,500,000 1 TOTAL £146,000,000 30
purchaser's costs but do not include costs of realisation.
portfolio, as at 31 March 2025, is:
Value and Indexed Property Income Trust plc

| Properties | Description and Tenure | Tenancies |
|---|---|---|
| Marks & Spencers, 12 – 24 Eastwood Road, Rayleigh |
The Property comprises a purpose built food store totalling 37,373 sq ft; Marks & Spencer occupies 13,692 sq ft on the ground floor and 6,652 sq ft on the first floor; Poundland occupies 10,140 sq ft on the ground floor and 6,889 sq ft on the first floor. There is a dedicated car park providing 44 spaces. Freehold. |
The Property is let to Marks & Spencer Plc, with part being sub-let to Poundland, on a lease expiring on 20 July 2035. The rent is reviewed five yearly calculated by reference to RPI with notional annual reviews. There is an annual collar of 1% and cap of 4%. The Passing Rent, as at 31 March 2025, was £538,702 per annum. The current Passing Rent is £643,976 per annum. The next rent review is 21 July 2030. |
| Crosspoint, Oliver Way Coventry |
The Property comprises a 'Tenpin' branded, bowling centre and leisure facility. In addition, there is a restaurant and drive-thru pod. The bowling centre was purpose built in 1992 and extends to 40,558 sq ft. The detached restaurant has been fitted out to the tenants specific requirements. The building extends to 3,356 sq ft. The detached drive thru pod is fitted out in Starbuck's standard specification and extends to 1,781 sq ft. There is a dedicated car park providing 148 spaces. The site extends to 3.2 acres. Freehold. |
The Property is let to Tenpin Limited, Starbucks Coffee Company (UK) Limited and DC London Pie Ltd as follows: The majority of the property (75% by income) is let to Tenpin Limited on a lease expiring 23 June 2050. The rent is reviewed five yearly to the higher of Market Rent, Passing Rent or RPI with notional annual reviews subject to an annual collar of 2% and cap of 4%. The current Passing Rent is £469,586 per annum. The next rent review is on 23 March 2026. Starbucks Coffee Company (UK) is let on a lease expiring 27 October 2034. The rent is reviewed five yearly calculated by reference to RPI with notional annual reviews subject to an annual cap of 4%. The current Passing Rent is £78,207 per annum. The next rent review is on 28 October 2029. |
Value and Indexed Property Income Trust plc

| Properties | Description and Tenure | Tenancies |
|---|---|---|
| DC London Pie Ltd – is let on a lease expiring 20 June 2032. The unit has been sub-let. There are annual fixed increases of 2% per annum. The Passing Rent, as at 31 March 2025, was £75,429 per annum. The current Passing Rent is £76,938 per annum. The next rent review is 20 June 2026. |
||
| St Margaret's Holiday Park, Reach Road, Dover |
The Property comprises a holiday park comprising 135 caravan pitches, 127 brick built chalets, 6 lodges and a 23 bed hotel set in approximately 24 acres of landscaped and serviced grounds. Facilities include an indoor swimming pool, spa pool, sauna, gym, playground, entertainments centre, restaurant and bar, which are also available for the local community to use. In addition to this there is a small convenience store and launderette. Freehold. |
The Property is single let to Park Resorts Limited on a lease expiring 27 May 2034. The rent is reviewed annually, subject to collar of 3% and cap of 7%. The Passing Rent, as at 31 March 2025, was £618,777 per annum. The current Passing Rent is £646,924 per annum. The next rent review is 28 May 2026. |
| Bridgemere Garden Centre, Bridgemere, Nantwich |
The Property comprises a purpose built garden centre and show gardens. The building totals 105,122 sq ft with an additional 45,189 sq ft of covered walkways. There is car parking for 896 vehicles. The site extends to 36.52 acres. Freehold. |
The Property is let to Blue Diamond Limited on a lease expiring on 17 September 2049. The rent is reviewed five yearly calculated by reference to RPI with notional annual reviews. There is an annual collar of 1% and a cap of 4%. The current Passing Rent is £1,147,713 per annum. The next rent review is on 25 December 2025. |
1.11. Responsibility For the purposes of the Code, we are responsible for this Report and accept responsibility for the information contained in this Report and confirm that to the best of our knowledge the information contained in this Report is in accordance with the facts and this Report makes no omission likely to affect its import. This Report complies with Rule 29 of the Code.
Properties Description and Tenure Tenancies
The Property comprises a holiday park comprising 135 caravan pitches, 127 brick built chalets, 6 lodges and a 23 bed hotel set in approximately 24 acres of landscaped and serviced
Facilities include an indoor swimming pool, spa pool, sauna, gym, playground, entertainments centre, restaurant and bar, which are also available for the local community to use. In addition to this there is a small convenience store
grounds.
and launderette.
The Property comprises a purpose built garden centre and show gardens. The building totals 105,122 sq ft with an additional 45,189 sq ft of covered walkways.
There is car parking for 896
The site extends to 36.52
responsibility for the information contained in this Report and confirm that to the best of our knowledge the information contained in this Report is in accordance with the facts and this Report makes no omission likely to affect
Freehold.
vehicles.
acres.
its import. This Report complies with Rule 29 of the Code.
1.11. Responsibility For the purposes of the Code, we are responsible for this Report and accept
Freehold.
St Margaret's Holiday Park, Reach Road, Dover
Bridgemere Garden Centre, Bridgemere, Nantwich
DC London Pie Ltd – is let on a lease expiring 20 June 2032. The unit has been sub-let. There are annual fixed increases of 2% per annum. The Passing Rent, as at 31 March 2025, was £75,429 per annum. The current Passing Rent is £76,938 per annum. The next rent review is 20 June
The Property is single let to Park Resorts Limited on a lease expiring 27 May 2034. The rent is reviewed annually, subject to collar of 3% and cap of 7%. The Passing Rent, as at 31 March 2025, was £618,777 per annum. The current Passing Rent is £646,924 per annum. The next rent review is 28 May
The Property is let to Blue Diamond Limited on a lease expiring on 17 September 2049. The rent is reviewed five yearly calculated by reference to RPI with notional annual reviews. There is an annual collar of 1% and a cap of 4%. The current Passing Rent is £1,147,713 per annum. The next rent review is on 25 December 2025.
2026.
2026.
Value and Indexed Property Income Trust plc

• this Report is subject to the terms and conditions set out in our letter of engagement with the Company, Dickson Minto Advisers LLP and Shore Capital and Corporate Limited dated 26 August 2025.
Notwithstanding the above, we acknowledge that this Report will also be for the use of the shareholders of the Company for the specific Purpose set out in this Valuation.
Value and Indexed Property Income Trust plc

Adam Whereat MRICS Nick Wadsworth MRICS RICS Registered Valuer RICS Registered Valuer Director Director
For and on behalf of Savills Advisory Services Limited, a subsidiary of Savills Plc
Regulated by RICS Registered in England No. 2605138 Registered Office: 33 Margaret Street, London, W1G 0JD
1.16. Date of Report 2 September 2025
1.15. Signatories
Adam Whereat MRICS Nick Wadsworth MRICS RICS Registered Valuer RICS Registered Valuer
For and on behalf of Savills Advisory Services Limited, a subsidiary of Savills Plc
Director Director
Ollie King MRICS RICS Registered Valuer
Director
Regulated by RICS
1.16. Date of Report 2 September 2025
Registered in England No. 2605138
Registered Office: 33 Margaret Street, London, W1G 0JD
| Property Address | Town | Tenure | Use |
|---|---|---|---|
| Co-op, Main Street | Aberfoyle | Her | Supermarket |
| Sainsbury's 152 Kings Road, Wirral | Bebington | FH | Supermarket |
| M&S Foodhall, Langton Road | Blandford Forum | FH | Supermarket |
| Sainsbury's Park Hill Road | Garstang | FH | Supermarket |
| Co-op, 110 High Street | Invergordon | Her | Supermarket |
| Co-op, 33 The Roods | Kirriemuir | Her | Supermarket |
| Marks & Spencers, Litten Park, Church Litten | Newport | FH | Supermarket |
| Marks & Spencers, 12 – 24 Eastwood Road | Rayleigh | FH | Supermarket |
| Co-op, Hull Road | York | FH | Supermarket |
| DSA Test Centre, Moss Road, Aberdeen Gateway | Aberdeen | Her | Industrial/Warehouse |
| Broadmead House, Bellingham Way, New Hythe | Aylesford | FH | Industrial/Warehouse |
| MKM Building Supplies, Winsford Way, Sealand Industrial Estate |
Chester | FH | Industrial/Warehouse |
| DSA Test Centre, Falcon Close | Gloucester | FH | Industrial/Warehouse |
| Wimblington Drive | Milton Keynes | FH | Industrial/Warehouse |
| MKM Building Supplies, Stanley Mathews Way | Stoke | FH | Industrial/Warehouse |
| Unit 1-4, Baird Way | Thetford | FH | Industrial/Warehouse |
| RCS Depot, Dalton Airfield Industrial Estate | Thirsk | FH | Industrial/Warehouse |
| Arla Foods, 50 Cory Way | Westbury | FH | Industrial/Warehouse |
| Hollywood Bowl, 43 – 79 Station Road | Ashford | FH | Leisure/Bowling |
| Crosspoint, Oliver Way | Coventry | FH | Leisure/Bowling |
| Superbowl Doncaster, Bawtry Road | Doncaster | LH | Leisure/Bowling |
| Hollywood Bowl, Sturrock Way | Peterborough | FH | Leisure/Bowling |
| Tenpin Bowling Centre, Greyfriars Place | Stafford | FH | Leisure/Bowling |
| St Margaret's Holiday Park, Reach Road | Dover | FH | Caravan Park |
| Virgin Active Health Club, Little Warley, Hall Lane | Brentwood | FH | Health Club |
| Bridgemere Garden Centre, Bridgemere | Nantwich | FH | Garden Centre |
| Land at Willowburn Trading Estate, Willowburn Avenue | Alnwick | FH | Hotel |
| Princes Gate Shopping Park, Princes Gate, Richmond Road |
Catterick | FH | Hotel |
| The Bishop's Finger, 13 St Dunstans Street | Canterbury | FH | Public House |
| The Prince of Wales, 48 Cleaver Square | London se11 | FH | Public House |
Appendix 3: Properties
Estate
Road
MKM Building Supplies, Winsford Way, Sealand Industrial
Princes Gate Shopping Park, Princes Gate, Richmond
Property Address Town Tenure Use Co-op, Main Street Aberfoyle Her Supermarket Sainsbury's 152 Kings Road, Wirral Bebington FH Supermarket M&S Foodhall, Langton Road Blandford Forum FH Supermarket Sainsbury's Park Hill Road Garstang FH Supermarket Co-op, 110 High Street Invergordon Her Supermarket Co-op, 33 The Roods Kirriemuir Her Supermarket Marks & Spencers, Litten Park, Church Litten Newport FH Supermarket Marks & Spencers, 12 – 24 Eastwood Road Rayleigh FH Supermarket Co-op, Hull Road York FH Supermarket DSA Test Centre, Moss Road, Aberdeen Gateway Aberdeen Her Industrial/Warehouse Broadmead House, Bellingham Way, New Hythe Aylesford FH Industrial/Warehouse
DSA Test Centre, Falcon Close Gloucester FH Industrial/Warehouse Wimblington Drive Milton Keynes FH Industrial/Warehouse MKM Building Supplies, Stanley Mathews Way Stoke FH Industrial/Warehouse Unit 1-4, Baird Way Thetford FH Industrial/Warehouse RCS Depot, Dalton Airfield Industrial Estate Thirsk FH Industrial/Warehouse Arla Foods, 50 Cory Way Westbury FH Industrial/Warehouse Hollywood Bowl, 43 – 79 Station Road Ashford FH Leisure/Bowling Crosspoint, Oliver Way Coventry FH Leisure/Bowling Superbowl Doncaster, Bawtry Road Doncaster LH Leisure/Bowling Hollywood Bowl, Sturrock Way Peterborough FH Leisure/Bowling Tenpin Bowling Centre, Greyfriars Place Stafford FH Leisure/Bowling St Margaret's Holiday Park, Reach Road Dover FH Caravan Park Virgin Active Health Club, Little Warley, Hall Lane Brentwood FH Health Club Bridgemere Garden Centre, Bridgemere Nantwich FH Garden Centre Land at Willowburn Trading Estate, Willowburn Avenue Alnwick FH Hotel
The Bishop's Finger, 13 St Dunstans Street Canterbury FH Public House The Prince of Wales, 48 Cleaver Square London se11 FH Public House
Chester FH Industrial/Warehouse
Catterick FH Hotel
Unless otherwise agreed in writing and/or stated in our Report, our Valuation will be carried out on the basis of the following general assumptions and conditions in relation to each Property that is the subject of our Report. If any of the following assumptions or conditions are not valid, this may be that it has a material impact on the figure reported and in that event we reserve the right to revisit our calculations.
That we have been supplied with all information likely to have an effect on the value of the properties, and that the information supplied to us and summarised in the Report is both complete and correct.
Unless otherwise agreed in writing and/or stated in our Report, our Valuation will be carried out on the basis of the following general assumptions and conditions in relation to each Property that is the subject of our Report. If any of the following assumptions or conditions are not valid, this may be that it has a material impact on the
That we have been supplied with all information likely to have an effect on the value of the properties, and that
3.1.1. That the properties are not subject to any unusual or especially onerous restrictions, encumbrances
3.1.2. That the properties abut an adopted highway maintainable at public expense. We assume that full rights of access are enjoyed, and that no third parties enjoy any rights over the properties.
3.1.3. That where there are tenants, they are capable of meeting their obligations and there are no arrears
3.1.4. That the buildings have been constructed and used in accordance with all statutory and bye-law
that any future construction or use will be lawful (other than those points referred to above).
3.1.5. That the properties are not adversely affected, nor are likely to become adversely affected, by any
3.1.6. That the properties either comply with the Equality Act 2010 and all other Acts relating to occupation,
3.1.7. No allowance has been made for rights, obligations or liabilities arising under the Defective Premises
3.1.8. That the properties have been measured in accordance with the Code of Measuring Practice
3.1.9. That the buildings are structurally sound, and that there are no structural, latent or other material
3.1.10. That there is unrestricted access to the properties and that the site is connected, or capable of being
or if there is any such non-compliance, it is not of a substantive nature.
requirements, and that there are no breaches of planning control or building regulations. Likewise,
highway, town planning or other schemes or proposals, and that there are no matters adversely affecting value that might be revealed by a local search, replies to usual enquiries, or by any statutory
Act 1972, and it has been assumed that all fixed plant and machinery and the installation thereof
(6th Edition) and we have valued on the basis of the floor areas stated in the Report. Whilst the 6th Edition has been superseded by RICS Property Measurement (2nd Edition) which outlines the International Property Measurement Standards (IPMS) for offices and residential property, this basis of measurement has yet to be adopted by market participants. Where we have been provided with floor areas, we assume these floor areas are complete and correct, and are the net/gross internal/ external floor areas measured in accordance with the Code of Measuring Practice (6th Edition).
defects, including rot and inherently dangerous or unsuitable materials or techniques, whether in the parts we have inspected or not, that would cause us to make allowance by way of capital repair (other than those points referred to above). Our inspection of the properties and our Report do not constitute a building survey or any warranty as to the state of repair or refurbishment of the properties. Our Valuation is on the basis that a building survey would not reveal material defects or cause us to alter
connected without undue expense, to the public services of gas, electricity, water, telephones and
or outgoings contained in the title. Should there be any mortgages or charges, we have assumed that the properties will be sold free of them. Unless provided to us by your legal advisors, we have not
figure reported and in that event we reserve the right to revisit our calculations.
inspected the relevant title documents.
Legislative and Statutory Compliance
our valuation materially.
sewerage.
of rent or undisclosed breaches of covenant.
notice (other than those points referred to above).
complies with the relevant UK and EU legislation.
the information supplied to us and summarised in the Report is both complete and correct.
3.1 General Assumptions
Legal
The Properties
Our reports and valuations are carried out on the basis of the following General Conditions:
3.1.21. That, unless otherwise stated within the Report, the properties do not suffer from any ill effects of Radon Gas, high voltage electrical supply apparatus or other environmental detriment.
3.1.22. We have made informal enquiries in respect of risk of flooding to the properties. The Environment
3.1.23. Where we have been asked to value the site under the special assumption that the properties will be
3.1.24. In situations where a property is in the course of development, we reflect its physical condition and the
3.2.1. We have not made any allowance for any Capital Gains Tax or other taxation liability that might arise upon a sale of the property. No allowance has been made for any expenses of realisation.
3.2.3. Excluded from our valuations is any additional value attributable to goodwill, or to fixtures and fittings
3.2.4. Our valuations are prepared in accordance with the latest edition of the RICS Valuation – Global
3.2.5. Each property has been valued individually and no allowance has been made, either positive or
3.2.6. Our valuations are based on market evidence which has come into our possession from numerous
3.2.7. The files which we hold relating to all of our property valuations may be subject to monitor and audit
Standards ("the Red Book") on the basis of Fair Value, unless instructed otherwise. Any such deviation
negative, should it form part of a larger disposal. The total stated is the aggregate of the individual
sources. That from other agents and valuers is given in good faith but without liability. It is often provided in verbal form. Some comes from databases such as the Land Registry or computer databases to which Savills subscribes. In all cases, other than where we have had a direct involvement with the transactions, we are unable to warrant that the information on which we have relied is correct
Our reports and valuations are carried out on the basis of the following General Conditions:
0.1%/0.1% – 1%/1% – 3.3%/3.3% chance of flooding each year.
site or construction costs in our Valuation.
3.2.2. Our valuations are exclusive of VAT (if applicable).
which are only of value in situ to the present occupier.
by the RICS under its conduct and disciplinary regulations.
is expressly stated in our terms of engagement.
the professional advisors involved in the project.
Development
3.2 General Conditions
Fair Values.
although we believe it to be so.
Agency/Scottish Environment Protection Agency (SEPA) (as appropriate) categorise the risk of flooding to a property from rivers or sea, and the Lead Local Flood Authority (LLFA)/Scottish Environment Protection Agency (SEPA) (as appropriate) categorise the risk of flooding to a property from surface water. The risk categories are defined as very low/low/medium/high risk and represent a less than
developed, there are no adverse site or soil conditions, that the property is not adversely affected by an Environmental Impact Assessment, that the ground does not contain any archaeological remains, nor that there is any other matter that would cause us to make any allowance for exceptional delay or
costs remaining to be spent at the valuation date. We have considered the cost estimates provided by
Director Director +44 (0)20 7409 8097 +44 (0)20 7409 8169
Adam Whereat MRICS Nick Wadsworth MRICS [email protected] [email protected]

Shareholders should consider carefully all of the information set out in this document including, in particular, the risks associated with the Tender Offer, the Mix and Match Facility and the Treasury Issuance described below, as well as their own personal circumstances, prior to making any decision as to whether or not to tender any Shares in the Tender Offer or to apply for additional Shares in the Mix and Match Facility and the Treasury Issuance.
The Company's business, financial condition or operations could be materially and adversely affected by the occurrence of any of the risks described below. In such circumstances, the market price of the Shares could decline and investors could lose all or part of their investment. In particular, Shareholders should note that the past performance of the Shares should not be used as a guide to their future performance.
Shareholders should be aware of the following considerations relating to the Tender Offer.
Shareholders should be aware of the following considerations relating to acquiring additional Shares under the Mix and Match Facility and the Treasury Issuance:
The foregoing factors are not exhaustive and do not purport to be a complete explanation of all risks and significant considerations relating to the Tender Offer, the Mix and Match Facility, the Treasury Issuance and the Company. Accordingly, additional risks and uncertainties not presently known to the Board may also have an adverse effect on the Tender Offer, the Mix and Match Facility, the Treasury Issuance and/ or the Company's business, financial condition, or results or prospects.
The following comments are intended only as a general guide to certain aspects of current UK taxation law and HMRC published practice, do not constitute UK tax advice and are subject to subsequent changes (with potentially retrospective effect). They are of a general nature and apply only to Shareholders who are resident in the UK (except where otherwise indicated) and who hold their Shares as an investment. They do not address the position of certain classes of Shareholders such as dealers in securities, collective investment schemes, insurance companies or Shareholders who have acquired their Shares by virtue of an office or employment.
A Shareholder who sells Shares in the Tender Offer should be treated, for the purposes of UK taxation, as though the Shareholder has sold them in the normal way to a third party. Accordingly, and subject to the comments in the next paragraph, any such Shareholder who is UK resident for tax purposes may, depending on that Shareholder's particular circumstances, be subject to UK capital gains tax (or, in the case of a corporate Shareholder, UK corporation tax) in respect of any gain arising on such sale.
Individual Shareholders may have gains reduced by the Annual Exempt Amount which is £3,000 for the fiscal year 2025/26 or allowable losses, whereas corporate Shareholders subject to UK corporation tax may have their gains reduced by indexation allowance but this allowance will not create or increase an allowable loss. However, under measures enacted in Finance Act 2018, indexation allowance (which applied solely to corporate bodies and not individuals from 6 April 2008) was frozen as at 31 December 2017 and no longer accrues past this date. Therefore, for chargeable assets disposed of on or after 1 January 2018 by corporate bodies, indexation allowance will only be calculated up to 31 December 2017. If an asset has been acquired after 31 December 2017, indexation allowance will no longer be available.
The current rates of UK capital gains tax applicable on the sale of Shares is 18 per cent. for individual Shareholders who are chargeable to UK income tax at the basic rate, and 24 per cent. for individual Shareholders taxable at rates other than the basic rate or where (and then to the extent only that) the Shareholder pays UK income tax at the basic rate of tax and the gain exceeds the unused portion of the Shareholder's basic rate band). Corporate shareholders may be liable to UK corporation tax at a rate of 19 per cent. where their augmented profits do not exceed £50,000, and at the main rate of 25 per cent. where augmented profits exceed £250,000. For corporate shareholders with augmented profits between £50,000 and £250,000, marginal relief will apply.
Since 2019 non-resident shareholders may be subject to UK taxation on chargeable gains.
Non-UK resident shareholders may be subject to UK taxation on gains on the disposal of Shares in the Company if the Company is considered a UK property-rich entity (i.e. more than 75 per cent. of its gross asset value derives from UK land or property) and the shareholder holds, or has held within the previous two years, a substantial interest (typically 25 per cent. or more) in the Company.
In such cases, the disposal must be reported to HMRC within 60 days of completion, even if no tax is ultimately payable due to relief under a double tax treaty.
Shareholders who do not meet these thresholds are generally not subject to UK CGT on such disposals.
An application has not been made to HMRC for clearance under section 748 of CTA 2010 or section 701 of ITA 2007 given that the anti-avoidance provisions contained in Part 15 of CTA 2010 or Chapter 1 of Part 13 of ITA 2007 should not apply to the Tender Offer. Part 15 of CTA 2010 and Chapter 1 of Part 13 of ITA 2007 permit HMRC to counteract tax advantages arising from certain transactions in securities by, for example, treating some or all of the proceeds of capital disposals as distributions of income. However, these sections do not apply where it can be shown, in the case of any corporation tax advantage, that the transactions in question were entered into for bona fide commercial reasons and did not involve as one of their main objects the obtaining of any corporation tax advantage and, in the case of any income tax advantage, that the transactions in question did not involve the receipt of consideration in connection with a distribution by, or assets of, a close company (as set out in section 685 of ITA 2007) or did not involve, as one of their main purposes, the obtaining of any income tax advantage.
Stamp duty or stamp duty reserve tax at the rate of 0.5 per cent. of the Tender Price (in the case of stamp duty only, rounded up if necessary to the nearest £5 if the transaction is over £1,000; in the case of stamp duty reserve tax, rounded up if necessary to the nearest penny) will be payable by the Company on Shares repurchased by it pursuant to the Tender Offer.
If you are in any doubt as to your taxation position you should consult an appropriate professional adviser without delay. The information relating to taxation set out above is a general guide and is not exhaustive. It is based on law and practice currently in force in the UK and is subject to changes therein possibly with retrospective effect.
The Directors, whose names appear on this page 53, accept responsibility for the information contained in this document other than information relating to (i) The AIL Pension Scheme; and (ii) The Coltstaple Trust. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this document for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.
For the purposes of Rule 19.2 of the Takeover Code only, the AIL Pension Scheme Controlling Parties accept responsibility for the information contained in this document relating to themselves and The AIL Pension Scheme. To the best of the knowledge and belief of the AIL Pension Scheme Controlling Parties (who have taken all reasonable care to ensure that such is the case) such information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
For the purposes of Rule 19.2 of the Takeover Code only, the Coltstaple Trustees accept responsibility for the information contained in this document relating to themselves and The Coltstaple Trust. To the best of the knowledge and belief of the Coltstaple Trustees (who have taken all reasonable care to ensure that such is the case) such information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Directors as at the date of this document and their functions are as follows:
| Chairman and Director |
|---|
| Director |
| Director |
| Director |
| Director |
The controlling parties of The AIL Pension Scheme as at the date of this document and their functions are as follows:
| Matthew Oakeshott | Beneficiary |
|---|---|
| Philippa Oakeshott | Beneficiary |
| Mattioli Woods | Operator |
The Coltstaple Trustees as at the date of this document and their functions are as follows:
| Lord Richard Newby | Trustee |
|---|---|
| Joseph Oakeshott | Trustee |
| Philippa Oakeshott | Trustee |
| Matthew Oakeshott | Trustee |
| Elaine Colville | Trustee |
| Lord Stoneham of Droxford | Trustee |
The Directors intend to continue to conduct the business of the Company at the same place of business, as an investment company in accordance with its investment policy from time to time and pursuant to the current strategic plan. The Concert Party has confirmed that it has no intention to procure that the Company makes any changes to its investment policy, strategic plans, nor to the way in which the Company's investments are managed at any time. No member of the Concert Party proposes to put any incentivisation arrangements in place for the Company's management. Nothing in this document has, or will have, as the case may be, any effect on the earnings, assets or liabilities of the Company.
6.1.1. As at 29 August 2025 (being the Latest Practicable Date prior to the posting of this document), the interests of the Concert Party in Shares were as set out below:
| Concert Party | Number of Shares in which interested |
Percentage of existing issued share capital excluding Treasury Shares* |
Maximum percentage of issued share capital excluding Treasury Shares** |
|---|---|---|---|
| The AIL Pension Scheme | 6,415,000 | 15.27% | 19.47% |
| The Coltstaple Trust | 4,500,000 | 10.71% | 13.66% |
| Joseph Oakeshott | 690,000 | 1.64% | 2.09% |
| Rachel Oakeshott | 55,966 | 0.13% | 0.17% |
| Luke Oakeshott | 86,651 | 0.21% | 0.26% |
| Eilif Oakeshott | 4,892 | 0.01% | 0.01% |
| Catherine Farrel | 15,307 | 0.04% | 0.05% |
| Total holdings of the Concert Party | 11,767,816 | 28.01% | 35.71% |
* As at the Latest Practicable Date.
** Assuming the Tender Offer is taken up in full and the Concert Party does not tender any of the Shares held as at the Latest Practicable Date and no Shares are acquired under the Treasury Issuance.
6.1.2. There have been no dealings in Shares by the Concert Party in the 12 months ended 29 August 2025 (being the Latest Practicable Date).
6.2.1. As at 29 August 2025 (being the Latest Practicable Date), the interests of the Directors in Shares were as set out below:
| Director | Number of Shares |
Percentage of issued Shares (excluding Treasury Shares) |
|---|---|---|
| David Smith | 19,320 | 0.05% |
| Matthew Oakeshott(1) | 10,915,000 | 25.98% |
| Lorraine Reader | 1,300 | 0.003% |
| Jo Valentine | 27,000 | 0.06% |
| Lucy Winterburn | nil | nil |
6.2.2. There have been no dealings in Shares by the Directors in the 12 months ended 29 August 2025 (being the Latest Practicable Date).
6.4.1. None of the Directors had a beneficial interest in the assets of The Coltstaple Trust as at 29 August 2025 (being the Latest Practicable Date). Neither Matthew Oakeshott nor any of the other Coltstaple Trustees are beneficiaries of The Coltstaple Trust. The objective of The Coltstaple Trust is to provide relief to persons in need, poverty or distress in Third World Countries and relief to persons who are homeless or in housing need in the UK or any other party of the world.
(1) This holding includes Shares held by the AIL Pension Scheme and The Coltstaple Trust.
6.4.2. None of the Directors has dealt in the assets of The Coltstaple Trust in the 12 months ended on 29 August 2025 (being the Latest Practicable Date).
any associates of the Company (as defined in paragraph 6.6.1 of this Part 6), nor any pension fund of the Company or any of its associates, nor any employee benefit trust of the Company or any of its associates, owns, controls, or is interested, directly or indirectly, in, or has rights to subscribe to, or has any short position in, any relevant securities.
The middle market quotations for the Company on the first business day of each of the six months preceding the date of this document and on 29 August 2025 (being the latest practicable date prior to the publication of this document) as derived from the London Stock Exchange Daily Official List, were:
| Date | Price (p) |
|---|---|
| 29 August 2025 | 206.5 |
| 1 August 2025 | 211.5 |
| 1 July 2025 | 201.0 |
| 2 June 2025 | 200.0 |
| 1 May 2025 | 190.0 |
| 1 April 2025 | 184.0 |
| 3 March 2025 | 186.0 |
The Company does not have any public, current credit rating or outlook from a ratings agency.
There are no service agreements in existence between the Company and any of the Directors nor are any such agreements planned. However, new directors enter into written letters of appointment with the Company. David Smith entered into a written letter of appointment dated 10 July 2009. Matthew Oakeshott entered into a written letter of appointment dated 16 September 2020. Lorraine Reader entered into a written letter of appointment dated 17 July 2024. Jo Valentine entered into a written letter of appointment dated 17 November 2020. Lucy Winterburn entered into a written letter of appointment dated 28 July 2022. The Directors retire by rotation and stand for re-election at the Company's annual general meeting in accordance with the UK Corporate Governance Code. Pursuant to the Company's Articles, all Directors must retire by rotation at least every three years. The Company has the right to terminate each appointment at any time with no notice period or provision for early termination of appointment, save for any arrears of fees which may be due.
Since 31 March 2025 (being the end of the last financial period of the Company for which accounts have been published) there has been no significant change in the financial or trading position of the Company. The Company has sold the following properties, at their valuation, since 31 March 2025:
12.1. Save as disclosed in this document, no agreement, arrangement or understanding (including any compensation arrangement) exists between the Concert Party and:
12.1.1. any of the Directors, or recent directors of the Company;
in each case, having any connection with or dependence upon the Rule 9 Waiver or which is conditional on the outcome of the consideration of the Rule 9 Waiver.
14.1. Historical financial information relating to the Company on the matters referred to below is included in the published annual financial reports of the Company for the years ended 31 March 2025 and 31 March 2024, which are expressly incorporated by reference into this document (full details of where to access each of the documents incorporated by reference can be found at the end of this section):
| Nature of information | Statutory accounts for the year ended 31 March 2025 Page No. |
Statutory accounts for the year ended 31 March 2024 Page No. |
|---|---|---|
| Income | 97 | 95 |
| Net Profit/Loss before tax | 87 | 83 |
| Net Profit/Loss after tax | 87 | 83 |
| Tax | 99 | 97 |
| Dividends paid | 101 | 99 |
| Earnings per share | 100 | 98 |
| Dividends per share | 101 | 99 |
| Consolidated balance sheet | 89 | 86 – 87 |
| Cash flow statement | 91 | 89 |
| Notes to the financial statements | 93 – 117 | 92 – 121 |
14.2. Historical financial information relating to The Coltstaple Trust on the matters referred to below is included in the published annual financial reports of The Coltstaple Trust for the years ended 31 March 2024 and 31 March 2023, which are expressly incorporated by reference into this document (full details of where to access each of the documents incorporated by reference can be found at the end of this section):
| Nature of information | Statutory accounts for the year ended 31 March 2024 Page No. |
Statutory accounts for the year ended 31 March 2023 Page No. |
|---|---|---|
| Income | 9 | 8 |
| Consolidated balance sheet | 10 | 9 |
| Cash flow statement | 11 | 10 |
| Notes to the financial statements | 12 – 16 | 11 – 15 |
Shareholders should note that hard copies of the documents set out above in paragraphs 13.1.1 to 13.1.8 will not be sent to Shareholders. Shareholders may request to receive hard copies of these documents by contacting the Company Secretary at the Company's registered office, Maven Capital Partners UK LLP, Kintyre House, 205 West George Street, Glasgow G2 2LW.
| 2025 Annual Report | the annual report and audited financial statements of the Company for the financial year ended 31 March 2025 |
|---|---|
| 2026 AGM | the annual general meeting of the Company to be held in relation to the financial year ending 31 March 2026 |
| 2033 AGM | the annual general meeting of the Company to be held in relation to the financial year ending 31 March 2033 |
| 31 March NAV per Share | the audited NAV per Share as at 31 March 2025 being 214.72 pence as reported in the balance sheet in the 2025 Annual Report with borrowings amortised (and not at fair value) |
| AIL Pension Scheme | The AIL Pension Scheme, a small self-administered scheme established by and benefitting Matthew Oakeshott and potentially benefitting Philippa Oakeshott |
| AIL Pension Scheme Controlling Parties | each person having control over the management and/or assets of the AIL Pension Scheme |
| Annual Exempt Amount | the annual exemption available to UK-resident and domiciled individual investors, such that UK capital gains tax is chargeable only on gains arising from all sources during the tax year in excess of that figure, being £3,000 for the UK tax year 2025/26 |
| Application Form | the yellow application form enclosed with this document for use by Shareholders (who are not Overseas Persons) who hold their Shares in certificated form and who wish to apply to purchase Shares under the Mix and Match Facility and/or the Treasury Issuance |
| Articles | the articles of association of the Company, as amended from time to time |
| Basic Entitlement | the maximum number of Shares that each Shareholder (other than Directors and the Concert Party) will be entitled to sell to Shore Capital under the Tender Offer being 30 per cent. of the Shares held by such Shareholder as at the Record Date (rounded down to the nearest whole number of Shares) |
| Board | the board of Directors of the Company or any duly constituted committee thereof |
| Business Day | any day other than a Saturday, Sunday or public holiday in England and Wales |
| Closing Date | the latest time and date for the receipt of Tender Forms and Application Forms and the submission of TTE Instructions in relation to the Tender Offer, the Mix and Match Facility and the Treasury Issuance being 1 p.m. on 26 September 2025 |
| Coltstaple Trustees | the trustees of The Coltstaple Trust whose names appear as set out in paragraph 4 of Part 6 of this document |
| Companies Act | the Companies Act 2006, as amended |
| Company | Value and Indexed Property Income Trust PLC, a public limited company incorporated in Scotland (registered number SC050366) whose registered office is at Maven Capital Partners UK LLP, Kintyre House, 205 West George Street, Glasgow G2 2LW |
|---|---|
| Company Secretary | Maven Capital Partners UK LLP, a limited liability partnership incorporated in England and Wales (registered number OC339387) whose registered office is at 1 New Walk Place, Leicester LE1 6RU |
| Concert Party | Matthew Oakeshott, his close relatives (as defined under the Takeover Code) and related trusts of any of them (including The AIL Pension Scheme and The Coltstaple Trust) and each of their affiliated persons (as defined under the Takeover Code) (including the Investment Manager) and their respective subsidiaries and other parties presumed to be acting in concert with them for the purposes of the Takeover Code |
| Conditions | the conditions of the Tender Offer set out in paragraph 4 of Part 2 of this document |
| COVID | the outbreak of the infectious disease known as COVID-19 (a novel coronavirus disease), the spread of which was declared as a transnational and continental pandemic by the World Health Organisation on 11 March 2020 |
| CREST | the facilities and procedures for the time being of the relevant system of which Euroclear has been approved as operator pursuant to the CREST Regulations |
| CREST Manual | the compendium of documents entitled CREST Manual issued by Euroclear from time to time and comprising the CREST Reference Manual, the CREST Central Counterparty Service Manual, the CREST International Manual, CREST Rules, CCSS Operations Manual and the CREST Glossary of Terms |
| CREST Regulations | the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) |
| CREST Sponsor | a CREST participant admitted to CREST as a CREST sponsor, being a sponsoring system participant (as defined in the CREST Regulations) |
| CTA 2010 | the Corporation Tax Act 2010, as amended |
| Dickson Minto Advisers | Dickson Minto Advisers LLP, a limited liability partnership incorporated in England and Wales (registered number OC448025) whose registered office is at Level 4, Dashwood House, 69 Old Broad Street, London EC2M 1QS |
| Directors | the directors of the Company |
| Euroclear | Euroclear UK & International Limited, the operator of CREST |
| Existing Buyback Authority | the authority obtained by the Company on 10 July 2025 to make market purchases of up to 6,297,754 Shares (being approximately 14.99 per cent. of the Shares in issue as at 10 July 2025 excluding Treasury Shares) |
| FCA | the Financial Conduct Authority of the United Kingdom, including any replacement or substitute thereof and any regulatory body or person succeeding, in whole or in part, to the functions thereof |
|---|---|
| Form of Proxy | the form of proxy for use at the General Meeting |
| FSMA | the Financial Services and Markets Act 2000, as amended |
| Future Proposals | the proposed discount control policy and amendment to the Company's Articles to introduce a fixed life to the Company up to 31 March 2033 as described in this document |
| General Meeting | the general meeting of the Company to be held at the offices of Dickson Minto LLP, 16 Charlotte Square, Edinburgh EH2 4DF at 11.45 a.m. on Thursday, 25 September 2025 |
| HMRC | HM Revenue & Customs |
| Independent Directors | the Directors other than Matthew Oakeshott |
| Independent Shareholders | Shareholders other than the Concert Party |
| Investment Manager or OLIM Property | OLIM Property Limited, a private limited company incorporated in England and Wales (registered number 07696904) and whose registered office is at 15 Queen Annes Gate, London SW1H 9BU |
| ITA 2007 | the Income Tax Act 2007 |
| Latest Practicable Date | the latest practicable date prior to the publication of this document being 29 August 2025 |
| Listing Rules | the UK listing rules sourcebook made by the FCA under Part VI of FSMA as amended from time to time |
| London Stock Exchange | London Stock Exchange plc, a public limited company incorporated in England and Wales with registered number 02075721 and having its registered office at 10 Paternoster Square, London EC4M 7LS |
| London Stock Exchange Daily Official List |
the daily publication of official quotations for all securities traded on the London Stock Exchange |
| Mix and Match Facility | the facility pursuant to which tendered Shares may be matched with and transferred to willing purchasers at the Tender Price in accordance with the terms outlined in this document and the yellow Application Form |
| NAV or Net Asset Value | the net assets attributable to the Shares in issue, calculated in accordance with the Company's usual accounting policies |
| New Articles | the new articles of association to be adopted by the Company subject to the passing of the New Article Resolution in relation to the Future Proposals |
| New Articles Resolution | the special resolution to be proposed to Shareholders at the General Meeting of the Company set out as resolution 4 in the Notice of General Meeting |
| Notice or Notice of General Meeting | the Notice of General Meeting set out at the end of this document |
|---|---|
| Overseas Person | an existing Shareholder or potential new investor in the Company (including any Sanctions Restricted Person and Restricted Shareholders) who is not resident in or a citizen of the UK |
| PID | Property Income Distribution |
| Proposals | of the proposals set out in this document including the Tender Offer, the Mix and Facility, the Treasury Issuance and the Future Proposals |
| Rathbone Nominees Limited | Rathbone Nominees Limited, a private limited company incorporated in England and Wales (registered number 00646336) and whose registered office is at Port of Liverpool Building, Pier Head, Liverpool L3 1NW |
| RCF | the revolving credit facility of up to £15 million provided to the Company for a 5 year period by Handelsbanken plc |
| Record Date | the record in relation to the Tender Offer being 6.00 p.m. on 26 September 2025 |
| Register | the register of members of the Company |
| Registrar or Receiving Agent or Computershare |
Computershare Investor Services PLC, a private limited company incorporated in England and Wales (registered number 03498808) whose registered office is at The Pavilions, Bridgwater, Bristol BS13 8AE |
| Regulatory Information Service or RIS | any of primary information provider approved by the FCA under FSMA |
| REIT | a real estate investment trust established in the United Kingdom under the UK REIT regime |
| Repurchase Agreement | the agreement dated 1 September 2025 between the Company and Shore Capital relating to the repurchase by the Company on the main market of the London Stock Exchange of all the Shares purchased by Shore Capital pursuant to the Tender Offer |
| Resolutions | the resolutions to be proposed for approval by Shareholders at the General Meeting |
| Restricted Jurisdiction | each of the following territories: Australia, Canada, Japan, New Zealand, the United States and the Republic of South Africa |
| Restricted Shareholders | Shareholders who are resident in, or citizens of, a Restricted Jurisdiction |
| Rule 9 Waiver | the waiver granted by the Takeover Panel of the obligation which may otherwise arise under Rule 9 of the Takeover Code requiring the Concert Party to make an offer for all of the issued share capital of the Company on exercise by the Company of the Tender Offer Resolution |
| Rule 9 Waiver Resolution | the ordinary resolution to be proposed at the General Meeting in relation to the Rule 9 Waiver |
Sanctions Restricted Person each person or entity (a "Person"):
| SEC | the US Securities Exchange Commission |
|---|---|
| Securities Act | the United States Securities Act of 1933, as amended from time to time |
| Settlement Date | the date by which the consideration for Shares purchased in the Tender Offer will be settled by a CREST payment, expected to be on 8 October 2025 |
| Shareholders | holders of Shares |
| Shares or Ordinary Shares | ordinary shares of 10 pence each in the capital of the Company |
| Shore Capital | Shore Capital Limited and/or Shore Capital Stockbrokers Limited and/or Shore Capital and Corporate Limited as the case may be each of Cassini House, 57 St James's Street, London SW1A 1LD |
| Takeover Code | the City Code on Takeovers and Mergers |
| Takeover Panel or Panel | the Panel on Takeovers and Mergers |
| Tender Form | the blue tender form enclosed with this document for use by Shareholders (who are not Overseas Persons, Directors or the Concert Party) who hold their Shares in certificated form at the Record Date in connection with the Tender Offer |
| Tender Offer | the invitation by Shore Capital to each Shareholder, (other than Overseas Persons, the Directors and the Concert Party) on the Company's register of members on the Record Date, to tender up to their Basic Entitlement of Shares (rounded down to the nearest whole Share), and the acceptance of such tenders by Shore Capital on the terms and subject to the conditions set out in this document and, in the case of Shares held in certificated form, the blue Tender Form, or any one or more of such invitation, tender or acceptance as the context requires |
|---|---|
| Tender Offer Resolution | the special resolution to be proposed to Shareholders at the General Meeting of the Company set out as resolution 2 in the Notice of General Meeting |
| Tender Price | 204 pence per Share |
| Treasury Issuance | the proposed issuance of up to 3,300,000 Shares currently held in Treasury at the Tender Price to any existing or new investors in the Company who validly apply to purchase Shares under the Mix and Match Facility and Treasury Issuance |
| Treasury Issuance Resolution | the special resolution to be proposed to Shareholders at the General Meeting of the Company set out as resolution 3 in the Notice of General Meeting |
| TTE Instruction | a transfer to escrow instruction, as defined by the CREST Manual |
| UK Corporate Governance Code | the UK Corporate Governance Code published by the Financial Reporting Council, as revised or updated from time to time |
| United Kingdom or UK | the United Kingdom of Great Britain and Northern Ireland |
| United States or US | the United States of America |
| USE Instruction | an unmatched stock event instruction, as defined by the CREST Manual |
| Valuer | Savills Advisory Services Limited a private limited company incorporated in England and Wales (registered number 2605138) and whose registered office is at 33 Margaret Street, London W1G 0JD |
(Incorporated in Scotland with registered number SC050366) (An investment company within the meaning of section 833 of the Companies Act 2006)
NOTICE IS HEREBY GIVEN that a general meeting of Value and Indexed Property Income Trust PLC (the "Company") will be held at the offices of Dickson Minto LLP, 16 Charlotte Square, Edinburgh EH2 4DF at 11.45 a.m. on 25 September 2025 to consider and, if thought fit, pass Resolution 1 as an ordinary resolution and Resolutions 2 to 4 as special resolutions of the Company:
THAT with effect from the conclusion of the general meeting of the Company at which this resolution is proposed, the draft regulations produced at the general meeting and initialled by the chairman of the meeting for the purposes of identification be approved and adopted as the articles of association of the Company in substitution for, and to the entire exclusion of, all the existing articles of association of the Company.
By order of the Board Registered office
Maven Capital Partners UK LLP Maven Capital Partners UK LLP Company Secretary Kintyre House
205 West George Street 2 September 2025 Glasgow G2 2LW
CREST members and, where applicable, their CREST sponsors or voting system provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
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