Posting of Combined Circular and Prospectus

RNS Number : 1556S

London & Stamford Property PLC

27 November 2012

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 27 November 2012

RECOMMENDED ALL-SHARE MERGER OF

LONDON & STAMFORD PROPERTY PLC ("LONDON & STAMFORD")

and

METRIC PROPERTY INVESTMENTS PLC ("METRIC")

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

Posting of Combined Circular and Prospectus

On 9 November 2012, the boards of directors of London & Stamford and Metric announced they had reached agreement on the terms of a recommended merger pursuant to which London & Stamford will acquire the entire issued and to be issued ordinary share capital of Metric. The Merger is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

Further to that announcement, the boards of London & Stamford and Metric are pleased to announce that the combined circular and prospectus published in connection with the Merger has been approved by the UK Listing Authority and is being made available to shareholders of London & Stamford and Metric today.

The combined circular and prospectus contains, amongst other things, the background to and reasons for the Proposals, the full terms and conditions of the Merger, expected timetable of principal events, the notice of general meeting and details of the actions to be taken by the London & Stamford Shareholders.

A detailed timetable of events for the Proposals is set out in the appendix to this announcement. These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme and confirms the Capital Reduction. If the expected dates change, the Company will give notice of the changes in an announcement through a Regulatory Information Service.

London & Stamford Shareholders should carefully read the combined circular and prospectus in its entirety before making a decision with respect to the Resolutions and the Merger. The London & Stamford General Meeting to be convened in connection with the Merger will be held at Mayfair A Suite at The Sofitel Hotel London St. James, 6 Waterloo Place, London, SW1Y 4AN at 10:30 am on Monday 17 December 2012.

Words and expressions defined in the combined circular and prospectus shall, unless the context provides otherwise, have the same meanings in this announcement.

In accordance with Listing Rule 9.6.1, a copy of the combined circular and prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/nsm

Enquiries:

London & Stamford Property Plc Patrick Vaughan - Chief Executive Martin McGann - Finance Director [phone] Credit Suisse (joint financial adviser and corporate broker to London & Stamford) George Maddison Tom Edwards-Moss Joe Hannon [phone] Peel Hunt (joint financial adviser and corporate broker to London & Stamford) Capel Irwin Hugh Preston Andy Crossley [phone] Kreab Gavin Anderson (PR adviser to London & Stamford) Richard Constant James Benjamin [phone]

Credit Suisse, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for London & Stamford and no one else in connection with the Proposals and will not be responsible to anyone other than London & Stamford for providing the protections afforded to clients of Credit Suisse or for providing advice in connection with the Proposals, the content of this announcement or any matter or arrangement referred to herein. Neither Credit Suisse nor any of its subsidiaries, branches or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this announcement, any statement contained herein or otherwise.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for London & Stamford and no one else in connection with the Proposals and will not be responsible to anyone other than London & Stamford for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with the Proposals, the content of this announcement or any matter or arrangement referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with the laws of England and Wales and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside England and Wales.

The Merger relates to shares of two UK companies and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Accordingly, the New Ordinary Shares to be issued pursuant to the Merger will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or the laws of any state of the United States but will be issued in reliance on the exemption provided by Section 3(a)(10) of the US Securities Act and exemptions provided under the laws of each state of the United States in which Eligible Shareholders (subject to certain exceptions) reside.  In addition, since neither London & Stamford nor Metric have any securities registered under Section 12 of the United States Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and both London & Stamford and Metric qualify as "foreign private issuers" as defined in Rule 3b-4 under the US Exchange Act, the solicitation of proxies in connection with the Scheme of Arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act and is instead subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules or the laws of other jurisdictions outside the United Kingdom. 

Unless otherwise determined by London & Stamford or required by the City Code, and permitted by applicable law and regulation, the Merger will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Merger by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The Merger (unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Merger will not be capable of acceptance from or within any Restricted Jurisdiction.

The availability of the New Ordinary Shares to Metric Shareholders who are not resident in the United Kingdom pursuant to the Merger may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Please be aware that addresses, electronic addresses and certain information provided by Metric Shareholders, persons with information rights and other relevant persons for the receipt of communications from Metric may be provided to London & Stamford during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c).

Publication on website and availability of hard copies

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on London & Stamford and Metric's websites at www.londonandstamford.com and www.metricproperty.co.uk, respectively, by no later than 12.00 p.m. on the Business Day following this announcement. Neither the contents of London & Stamford's website, nor those of Metric's website, nor those of any other website accessible from hyperlinks on either London & Stamford or Metric's website, are incorporated into or form part of this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Computershare Investor Services plc at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or by calling 0870 889 3147 (or, if calling from outside the UK, on [phone]). Calls cost approximately 8 pence per minute plus network extras, lines are open 9.00 a.m. - 5.30 p.m. Monday to Friday). It is important that you note that unless you make such a request, a hard copy of this announcement and any such information incorporated by reference in it will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Merger should be in hard copy form.

Appendix
Latest time for receipt of Forms of Proxy (or electronic/CREST proxy instructions) for the London & Stamford General Meeting	10.30 p.m. on 13 December 2012
Record date for eligibility to vote at the London & Stamford General Meeting	6.00 p.m. on 13 December 2012
London & Stamford General Meeting to approve the Proposals	10.30 a.m. on 17 December 2012
Announcement of the results of the London & Stamford General Meeting	17 December 2012
Metric Court Meeting	10.00 a.m. on 21 December 2012
Metric General Meeting	10.15 a.m. on 21 December 2012
Announcement of the results of the Metric Court Meeting and the Metric General Meeting	21 December 2012
Last day for dealings in, and for registration of transfers and disablement in CREST of, Metric Ordinary Shares	23 January 2013
Scheme Record Time	6.00 p.m. on 23 January 2013
Metric Court Hearing to sanction the Scheme and Reduction Court Hearing to confirm the Capital Reduction	24 January 2013
Court orders in respect of the Scheme lodged with Companies House / Effective Date of the Scheme	25 January 2013
Cancellation of Metric's admission to trading on the London Stock Exchange's Main Market for listed securities and cessation of dealings in Metric Ordinary Shares......	28 January 2013
New Ordinary Shares to be issued	28 January 2013
Admission of the New Ordinary Shares to the Official List and commencement of dealings in New Ordinary Shares on the London Stock Exchange	8.00 a.m. on 28 January 2013
CREST member's accounts credited in respect of New Ordinary Shares in uncertificated form	as soon as possible after 8.00 a.m. on 28 January 2013
Launch of the Tender Offer and publication and posting of the Tender Offer Document	by 31 January 2013
Despatch of definitive share certificates for New Ordinary Shares in certificated form	By 4 February 2013

Each of the times and dates in the expected timetable are indicative only and may be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service provider.

All reference to times are to London times.

 

END

 

 

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