SOF-XIII EQFPF SCSp, Sof-XIII Erpi Scsp, Sof-13 International Scsp and Starwood Distressed Opportunity Fund XIII Global, L.P. managed by Starwood Capital Group Management, L.L.C reached agreement to acquire Balanced Commercial Property Trust Ltd (LSE:BCPT) from Aviva Life & Pensions UK Limited, Asset Value Investors Limited, Paul Marcuse, John Wythe, Linda Wilding, Isobel Sharp and others for approximately £670 million on September 4, 2024. A cash consideration valued at £0.96 per share. The Cash Consideration payable to the Scheme Shareholders under the terms of the Acquisition will be financed entirely by equity to be invested by funds managed and/or advised by Starwood pursuant to the terms of the Equity Commitment Letter. Pursuant to the terms of agreement, a cash offer to be made by Bidco for the entire issued and to be issued share capital of BCPT (the "Acquisition"), intended to be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey (the "Scheme"). Bidco has procured irrevocable undertakings, including those irrevocable undertakings from the BCPT Directors, to vote in favour of the Scheme at the Court Meeting and the BCPT Resolution at the General Meeting in respect of, in aggregate, 181,210,125 BCPT Shares, representing approximately 25.83% of BCPT's stake. The BCPT Directors, who have been so advised by Barclays and Dickson Minto Advisers as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.

The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by target shareholders, subject to court approval, third party approval needed and applicable requirements of the Takeover Code, the Panel, the FCA, the Companies Law of Guernsey, the London Stock Exchange and the GFSC. BCPT Directors intend to recommend unanimously that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and BCPT Shareholders vote in favour of the BCPT Resolution at the General Meeting. The Scheme becoming unconditional and becoming Effective, Long Stop Date for the transaction is on March 3, 2025, or such later date (if any) as may be agreed in writing by Bidco and BCPT. As of September 4, 2024, AVI confirmed that it had sold its full position, in aggregate, 16,165,520 BCPT Shares. As a result, following completion of the sale of the Sold Shares: no BCPT Shares remain subject to the AVI Irrevocable Undertaking; and the total number of BCPT Shares which are subject to irrevocable undertakings has reduced to 165,044,605 BCPT Shares, representing approximately 23.53 per cent of the issued share capital of BCPT as at close of business on September 4, 2024, being the last business date prior to this announcement.

Mishcon De Reya LLP acted as legal advisor for Starwood Capital Group Management, L.L.C. Max von Hurter, Tomas Ribeiro and Lewis Britain of Eastdil Secured, L.L.C. acted as financial advisor for Starwood Capital Group Management, L.L.C. Barclays Bank PLC acted as financial advisor for Balanced Commercial Property Trust Ltd. Dickson Minto W.S., Financial Advisory Arm acted as financial advisor for Balanced Commercial Property Trust Ltd. Dickson Minto W.S. acted as legal advisor for Balanced Commercial Property Trust Ltd. Barclays Bank PLC acted as fairness opinion provider for Balanced Commercial Property Trust Ltd. Dickson Minto W.S., Financial Advisory Arm acted as fairness opinion provider for Balanced Commercial Property Trust Ltd. Computershare Investor Services PLC acted as transfer agent/registrar for Balanced Commercial Property Trust Ltd.