abrdn Property Income Trust Limited

(a non-cellular company limited by shares incorporated in Guernsey with registration number 41352)

Publication of Circular and Notice of General Meeting

Further to abrdn Property Income Trust Limited’s (“API” or the “Company“) previous announcements and as set out in the recently published Annual Report and Accounts for the financial year ended 31 December 2023, the Board of API announces that a circular (“Circular“) to convene a general meeting of API Shareholders (the “General Meeting“) will be published today and sent to API Shareholders to allow them to consider and, if thought fit, approve a change to API’s investment policy in order to implement a Managed Wind-Down.

Under the proposed Managed Wind-Down process, the Company will be managed with the intention of realising all of the assets in its portfolio in an orderly manner, with a view to repaying borrowings and making timely returns of capital to Shareholders whilst aiming to obtain the best achievable value for the Company’s assets at the time of their realisations. Pursuant to its comprehensive review of API’s strategic options, the Board believes that a Managed Wind-Down is now the best means of maximising value for API Shareholders, given the challenges API would continue to face as a standalone company and the potential to dispose of API’s assets in the direct property market at higher values than those implied by API’s share price.

The required change to API’s investment policy is conditional on the approval of API’s Shareholders. To approve the change in investment policy, shareholders who together represent a majority of the API shares voted at the General Meeting (whether in person or by proxy) must vote to approve the resolution put to the General Meeting. API Shareholders should read the whole of the Circular, in particular, the letter from the Chair, which contains the unanimous recommendation from the API Board that API Shareholders vote in favour of the changes to the Company’s investment policy.

While the timeline for disposals will depend on the market environment, realisation of all of the Company’s assets and the return of proceeds to API Shareholders is expected to take place over an 18-36 month period, assuming assets are realised as sales of individual assets or groups of assets, rather than via a sale of the whole portfolio, which is also a possibility.

At an appropriate point in the Managed Wind-Down process, API will seek Shareholders’ approval to appoint a liquidator to wind up the Company and to cancel the Company’s admission to trading on the Main Market of the London Stock Exchange. Trading in API Shares will no longer be possible from that time.

James Clifton-Brown, Chair of API, said:

“API has consistently sought to invest in good quality assets that produce an attractive level of income and which also have the prospect of income and capital growth, resulting in an attractive portfolio and consistent outperformance against the benchmark at the property level.

Nevertheless, API, along with other REITs and diversified investment trusts, continues to contend with the significant challenges facing the real estate sector which in API’s case are compounded by the relatively small scale of the Company, resulting in a sustained and substantial trading discount to net asset value, low share liquidity and a concentrated debt structure.

Pursuant to its comprehensive review of API’s strategic options, and consistent with its previous announcements, the Board believes that a Managed Wind-Down is now the best means of maximising value and unanimously recommends that API shareholders vote in favour of the proposed change to API’s investment policy at the forthcoming General Meeting.”