Life Science REIT and British Land Company plc (LON:BLND) has announced that they have reached agreement on the terms and conditions of a recommended cash and share offer by British Land for the entire issued and to be issued share capital of Life Science REIT. It is intended that the Acquisition will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Key terms
Under the terms of the Acquisition, each Life Science REIT Shareholder will be entitled to receive:
for each Life Science REIT Share: 14.1 pence in cash and 0.07 New British Land Shares
Based on British Land’s closing share price of 410.0 pence on 27 January 2026 (being the Business Day immediately prior to the date of this Announcement) the Transaction Value values each Life Science REIT Share at approximately 42.8 pence and the entire issued and to be issued share capital of Life Science REIT at approximately £150 million, representing:
· a premium of approximately 21 per cent. to the closing price of 35.4 pence per Life Science REIT Share on 27 January 2026, being the Business Day immediately prior to the date of this Announcement;
· a premium of approximately 15 per cent. to the volume-weighted average price per Life Science REIT Share of 37.3 pence for the 3-month period prior to 27 January 2026, being the Business Day immediately prior to the date of this Announcement; and
· a discount of approximately 26 per cent. to the unaudited EPRA NTA of Life Science REIT as at 31 December 2025 of 57.7 pence per Life Science REIT Share. The Scheme Document will contain a valuation in respect of Life Science REIT’s property portfolio as at 31 December 2025 in accordance with Rule 29 of the Code.
Immediately following completion of the Acquisition, Life Science REIT Shareholders will hold approximately 2.4 per cent. of the Enlarged Group and existing British Land Shareholders will hold approximately 97.6 per cent. of the Enlarged Group.
Based on the expected timetable of the Scheme, Life Science REIT Shareholders are expected to be eligible for the British Land final dividend for the year ending March 2026, expected to be declared in May 2026, and paid in July 2026.
Background to and reasons for the Acquisition
British Land believes the Acquisition is an attractive opportunity to:
· use its platform to deliver cost synergies and immediate earnings per share accretion in an EPRA NTA per share neutral manner;
· add value by using the British Land platform to target a broader range of Science & Technology occupiers than the previous life sciences mandate allowed; and
· realise further significant earnings accretion in time, relative to deal size, through capturing reversion and letting up recently delivered space.
Targeting fast growing customers is at the core of British Land’s campus strategy and British Land has identified innovation sectors, particularly Science & Technology, as having attractive market fundamentals and being a key driver for future earnings and valuation growth in the campus portfolio.
In line with this strategy, British Land has seen good leasing momentum with Science & Technology occupiers, having doubled the number of innovation occupiers in its portfolio since 2022 through the development and delivery of its Science & Technology-focused campuses, and recently announced the launch of One Triton Square in October 2025, a 317k sq ft innovation ‘campus within a campus’, 72 per cent. of which is let or under offer.
Through the Acquisition, British Land sees a compelling opportunity to grow its Science & Technology footprint, adding five well-located assets with a complementary tenant roster to its portfolio, enhancing its position as one of the leading providers of space to ambitious and fast-growing Science & Technology businesses.
The Life Science REIT portfolio is all located within the Golden Triangle, where occupier demand is strongest and has often outpaced the supply of available workspace. Life Science REIT’s portfolio consists of two prime Central London assets within the Knowledge Quarter, a high-quality modern 24-acre technology park in Oxford, a 13-acre value-add campus in Cambridge, and a small single-let asset in Cambridge. The portfolio has attractive fundamentals, driving mid-single digit ERV growth over the past few years and an 8 per cent. net reversionary yield. The portfolio has a weighted average unexpired lease term of 4.6 years and a growing blue-chip tenant base.
Building on the good leasing momentum in its own portfolio, British Land sees an opportunity to secure a broader range of occupiers from the fast-growing Science & Technology sector for Life Science REIT’s portfolio than the previous life science mandate has allowed. Whilst life science demand was more muted in 2025, a relatively small proportion of Life Science REIT’s portfolio currently relates to dedicated laboratory space (c.48,000 sq ft (<6 per cent. by floor area), which is over 80 per cent. let).
British Land sees potential to realise substantial savings in Life Science REIT’s administrative costs by bringing the Life Science REIT portfolio on to British Land’s asset management platform. This means the Acquisition will be earnings accretive and EPRA NTA per share neutral to British Land immediately following the Effective Date. Further meaningful earnings accretion relative to the Acquisition’s scale is anticipated to be realised in time on capturing the reversion as well as through let up of vacant space within the Life Science REIT portfolio.
Shareholders of Life Science REIT will enjoy a number of benefits from the Acquisition and as shareholders of the Enlarged Group, in particular:
· a more diversified exposure to attractive growth subsegments:
o campuses providing best-in-class workspaces concentrated in London; and
o a highly attractive retail park portfolio;
· significant potential for growth via a development pipeline of best-in-class campuses;
· access to a market leading operating platform;
· access to significantly beneficial financing, both in terms of flexibility, scale and price, benefitting from British Land’s investment grade rating (Fitch unsecured: A);
· an immediate increase in earnings per share for Life Science REIT Shareholders, combined with an attractive and growing dividend which is underpinned by British Land’s expected earnings per share growth of 3-6 per cent. per annum in the coming years, with at least 6 per cent. growth expected in the year ended 31 March 2027; and
· significantly increased share liquidity, with average daily trading volumes of £15.0 million on the London Stock Exchange (and £24.3 million across all lines) over the last 3 months.
British Land believes that the Acquisition represents an attractive proposition for Life Science REIT Shareholders. The Transaction Value provides a significant premium to Life Science REIT’s undisturbed share price, with a material element of cash consideration and the option either to retain exposure to the sector through holding shares in the Enlarged Group, or to realise value by taking advantage of British Land’s superior liquidity and selling shares for cash.
Recommendation
The Life Science REIT Directors, who have been so advised by Panmure Liberum as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its financial advice, Panmure Liberum has taken into account the commercial assessments of the Life Science REIT Directors. Panmure Liberum is providing independent financial advice to the Life Science REIT Directors for the purposes of Rule 3 of the Code.
Accordingly, the Life Science REIT Directors intend unanimously to recommend that Life Science REIT Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of such offer), as the Life Science REIT Directors or their close relatives (where relevant) have irrevocably undertaken to do in respect of their own beneficial holdings of Life Science REIT Shares, representing, in aggregate, approximately 0.03 per cent. of Life Science REIT’s issued share capital as at 27 January 2026 (being the last Business Day prior to the date of this Announcement).
Background to and reasons for the Recommendation
Since its IPO in November 2021, in common with the majority of UK REITs, Life Science REIT has faced a number of macroeconomic headwinds which have impacted on both operational and share price performance. In particular, higher inflation and elevated interest rates led to a slowdown in leasing activity and negatively impacted investor sentiment for the life science sector. This has been a significant challenge for Life Science REIT in allowing it to support its capital expenditure initiatives and commitments for certain assets within the portfolio, which aimed to increase the life science sector focus and drive increased rents.
Since June 2022, Life Science REIT’s share price has also traded at a persistent and significant discount to net asset value, making it difficult to raise further equity capital, which would have supported growth, as well as delivered a larger and more liquid vehicle for shareholders, with a more diversified pool of assets.
In November 2025, following the conclusion of a strategic review and formal sale process, Life Science REIT Shareholders approved the recommended proposal to implement the managed wind-down of Life Science REIT. As such, Life Science REIT is now managed with the intention of realising all of the assets in its portfolio in an orderly manner, with a view to initially repaying borrowings, followed by making timely returns of capital to Life Science REIT Shareholders.
Following commencement of the managed wind down process, Life Science REIT received an indicative offer from British Land. Following further extensive consideration and taking into account, inter alia, receipt of a revised valuation of the Life Science REIT portfolio as at 31 December 2025, as well as recent indicative offers for certain assets at unattractive levels, the Life Science REIT Board has concluded that, on balance, the Acquisition represents the most attractive proposal for Life Science REIT Shareholders, particularly when set against the likely value achievable, uncertainty, market risk, illiquidity and frictional costs associated with a managed wind-down of the portfolio.
Whilst the Life Science REIT Board notes that the offer is at a discount to the latest EPRA NTA per Life Science REIT Share, it is cognisant of the feedback received from Life Science REIT Shareholders. This includes the importance of providing Life Science REIT Shareholders with the ability to realise the value of their investment, provided through a combination of cash and investment in a more liquid stock, as well as the option of remaining invested in the sector longer term under the umbrella of a larger and more diversified company with the necessary cash reserves and resources to realise the full potential of the Life Science REIT portfolio, and which has a wider range of value-drivers at its disposal, alongside an attractive dividend yield.
Irrevocable undertakings and letters of support
In addition to the irrevocable undertakings from the Life Science REIT Directors or their close relatives (where relevant) that beneficially own Life Science REIT Shares, British Land has received irrevocable undertakings and letters of support from Life Science REIT Shareholders in respect of the Acquisition who are interested, in aggregate, in 108,994,451 Life Science REIT Shares, constituting approximately 31.1 per cent. of Life Science REIT’s issued share capital as at 27 January 2026 (being the last Business Day prior to the date of this Announcement) as follows:
· irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from Life Science REIT Shareholders holding, in aggregate, 28,588,124 Life Science REIT Shares, constituting approximately 8.2 per cent. of Life Science REIT’s issued share capital as at 27 January 2026 (being the last Business Day prior to the date of this Announcement);
· a letter of intent, confirming the intention to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting from a Life Science REIT Shareholder in respect of 30,208,000 Life Science REIT Shares representing approximately 8.6 per cent. of Life Science REIT’s issued share capital as at 27 January 2026 (being the last Business Day prior to the date of this Announcement); and
· a commitment in respect of Saba Capital Management, LP’s interests in cash-settled total return swaps in respect of 50,198,327 Life Science REIT Shares, constituting approximately 14.3 per cent. of Life Science REIT’s issued share capital as at 27 January 2026 (being the last Business Day prior to the date of this Announcement) that, in the event that Saba Capital Management, LP acquires any of such underlying Life Science REIT Shares (whether in connection with the settlement of such swaps or otherwise), such underlying Life Science REIT Shares would become subject to the irrevocable undertaking given by Saba Capital Management, LP to vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting. These cash-settled total return swaps do not confer an entitlement to exercise the voting rights attaching to the underlying Life Science REIT Shares.
Further details of the irrevocable undertakings and letters of support are set out in Appendix 3 to this Announcement.
