Executive Summary

Barclays Capital Securities Ltd has filed a Form 8.5 (EPT/Non-RI) dealing disclosure in respect of dealings on 13 April 2026 in the relevant securities of a consortium comprising LondonMetric Property plc and Schroder Real Estate Investment Trust Limited. The disclosure was lodged on 14 April 2026 at 10:43:21 under reference RNS Number 4108A. The form additionally reports dealings in the relevant securities of Picton Property Income Limited, which is named in section 1(e) as another party to the offer.

The disclosure relates to a real estate transaction in which the named consortium is the offeror and Picton Property Income Limited appears to be the offeree. Barclays Capital Securities Ltd files as an Exempt Principal Trader without Recognised Intermediary status, on the connected side. The form records dealings in LondonMetric Property plc 10p ordinary shares at prices in a band around 1.89 to 1.91 GBP, and in another class of security (with prices clustered around 0.485 to 0.492 GBP) consistent with the Schroder Real Estate Investment Trust ordinary shares, alongside derivative dealings.

The Underlying Transaction

The structure named on the form - a consortium comprising LondonMetric Property plc, a UK-listed real estate investment trust focused on logistics and convenience real estate, and Schroder Real Estate Investment Trust Limited, an investment company managed by Schroder Real Estate Investment Management - is a familiar pattern in the UK listed property market. Such consortia are typically formed where two real estate vehicles wish to combine resources to pursue a takeover that is too large or strategically complex for either to pursue alone, sharing the resulting assets in proportion to their economic contribution.

Picton Property Income Limited, named in section 1(e) as another party to this offer, is the apparent target of the consortium's offer. Picton is a Guernsey-incorporated real estate company with a UK commercial property portfolio spanning offices, industrial assets and retail. The naming of Picton on a Code-mandated disclosure form confirms that an offer period exists in respect of Picton with the LondonMetric / Schroder Real Estate consortium as the named offeror, and that the City Code's full disclosure regime applies to dealings in the relevant securities of all three issuers.

Why a Single Form Covers Three Issuers

Where a consortium offer is structured as a securities exchange, the consideration paid to target shareholders typically includes shares in one or more of the consortium members. In such structures, the relevant securities of each consortium member are also relevant securities for the purposes of Rule 8 of the Code, because the consideration shares are themselves part of the offer terms. As a result, dealings by connected exempt principal traders in the shares of any consortium member must be disclosed in addition to dealings in the offeree's shares.

Barclays Capital Securities Ltd's connection with the consortium is what triggers the Form 8.5 (EPT/Non-RI) obligation, and the form therefore covers dealings in: LondonMetric Property plc 10p ordinary shares (one of the consortium members and likely a consideration security under any exchange offer); Schroder Real Estate Investment Trust shares (the other consortium member); and Picton Property Income Limited shares (the offeree). Section 1(e) of the form expressly notes the additional disclosures in respect of Picton.

Structure of the Disclosing Entity's Role

Barclays Capital Securities Ltd files this disclosure as an Exempt Principal Trader without Recognised Intermediary status. As discussed in connection with the parallel Form 8.5 in respect of Gamma Communications, this means the form must include both the firm's positions in the relevant securities of all parties named and a granular schedule of dealings for the relevant date. The Panel's expectation is that an EPT/Non-RI will operate behind effective Chinese walls and will not coordinate with the corporate finance arm of the same group that may be advising on the transaction.

Where the same EPT trades in the securities of multiple parties to a single offer, it must report all dealings and positions on the same form, broken down by class of security. This avoids fragmentation of disclosure and allows the Panel and the market to see the firm's combined exposure across the deal. For the LondonMetric / Schroder Real Estate / Picton transaction, this means the Barclays Capital Securities Ltd dealing book is presented in a single coherent picture across the three issuers.

Detail of the Dealings Reported

The dealings table on the form reports activity in two principal classes of security at meaningfully different price levels. The first class, LondonMetric Property plc 10p ordinary shares, shows dealings in a price band of approximately 1.89 GBP to 1.91 GBP, with both purchases and sales reported and a long schedule of cash-settled derivative transactions across a narrow set of price points clustered around 1.8896 to 1.9080 GBP. The second class, with prices in the 0.485 to 0.492 GBP range, is consistent with another listed property security (Schroder Real Estate Investment Trust ordinary shares trade at a much lower per-unit price reflecting their different denomination), and the form's pricing detail again reflects multiple individual dealing lines.

The pattern of activity is consistent with dealer-driven hedging and client facilitation across the linked basket of consortium and offeree securities. When a consortium offer is announced, hedge funds and arbitrageurs commonly construct positions that involve being long the offeree and short the consideration mix, and connected exempt principal traders facilitate those positions through cash and derivative trading. The granular disclosure reported by Barclays Capital Securities Ltd is therefore a window into the institutional positioning around the LondonMetric / Schroder Real Estate / Picton deal in real time.

Each individual dealing is reported with its volume and price; the Panel's standard disclosure template requires that no aggregation across price levels takes place. This is why the form contains a long, detailed list of small to medium-sized lots, rather than a single weighted-average summary line for each security. The discipline imposed by the template is intended to prevent any masking of unusual price activity that might otherwise be hidden behind an averaged number.

Wider Implications for the Real Estate Sector

Consortium bids are an increasingly common structural choice in the UK listed real estate sector, particularly where the target portfolio includes multiple property types or geographies that map naturally to the strengths of two complementary acquirers. By combining their balance sheets and management capabilities, consortium members can pursue larger and more diversified targets than either could justify on its own, and they can signal a credible long-term commitment to the assets in a way that may resonate with target boards.

The Picton transaction, viewed through the lens of this Barclays Capital Securities Ltd disclosure, sits within a broader market context in which UK listed REITs continue to trade at meaningful discounts to net tangible asset value. That valuation gap creates an incentive for consortia of stronger, larger-listed REITs to acquire smaller peers, internalising the discount and capturing operating synergies. Each step in the offer process is reported through the disclosure regime, and forms such as this one provide important evidence of the market's reaction to the underlying corporate activity.

Conclusion

Barclays Capital Securities Ltd's Form 8.5 (EPT/Non-RI) disclosure of 14 April 2026 is a richly informative compliance filing in respect of an active consortium bid in the UK listed real estate sector. It records dealings on 13 April 2026 across multiple classes of relevant security - LondonMetric Property plc 10p ordinary shares, Schroder Real Estate Investment Trust ordinary shares and Picton Property Income Limited shares - by Barclays Capital Securities Ltd in its capacity as an Exempt Principal Trader without Recognised Intermediary status. The detailed, per-trade, per-price disclosure exemplifies the granular transparency that the City Code imposes on connected exempt principal traders in live offer periods, and it provides a useful evidentiary record both for the Takeover Panel and for the wider market of how institutional dealing flow has been distributed across the linked basket of consortium and offeree securities.

Consortium Bidding and the Wider REIT Sector

The combination of LondonMetric Property plc and Schroder Real Estate Investment Trust Limited as joint bidders for Picton Property Income Limited reflects a structural trend in the UK listed real estate sector towards consortium bidding for smaller peers. The economics of such transactions typically favour consortia with complementary asset focuses: LondonMetric's emphasis on logistics and convenience real estate and Schroder Real Estate's diversified UK commercial property focus map naturally to different parts of the Picton portfolio, allowing the consortium members to allocate post-completion assets in line with their respective strategies.

For the wider UK REIT sector, the Picton transaction is one of several live consolidation situations in early 2026 and reflects the persistent valuation gap between the public market quotations of UK REITs and the underlying net tangible asset values of their property portfolios. As long as that gap persists, larger and stronger REITs have an incentive to acquire smaller peers, internalising the discount and capturing operating synergies. The Form 8.5 disclosure stream provides one of the most useful real-time information sources for observers tracking the evolution of these situations.

From a Takeover Panel perspective, consortium bids raise some additional disclosure complexity because the consortium members and the offeree's shareholders all sit within the broader population of disclosable parties. The discipline of granular Form 8.5 reporting by connected exempt principal traders ensures that this complexity does not result in opacity for the wider market: every relevant dealing is captured, every position is disclosed, and the cumulative picture across the consortium and the offeree is available to observers in near-real time. This is one of the principal reasons that the UK takeover regime is regarded as among the most transparent and well-policed in the world.