JOINT STATEMENT REGARDING POTENTIAL MERGER
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 THAT
JURISDICTION
THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE
6 November 2012
JOINT STATEMENT REGARDING POTENTIAL MERGER OF LONDON & STAMFORD AND METRIC
The Boards of London & Stamford Property Plc ("London & Stamford") and Metric Property Investments PLC ("Metric") today announce that they are in advanced merger discussions. Whilst there can be no certainty that such discussions will conclude successfully, it has been agreed that Metric shareholders would own approximately 25% and London & Stamford shareholders approximately 75% of the enlarged group's share capital, based on an exchange ratio of 0.94 new London & Stamford ordinary shares for every 1 Metric ordinary share. In addition, a significant return of capital to both sets of shareholders following completion of the merger is planned.
An in principle agreement has been reached that Patrick Vaughan, Chief Executive of London & Stamford, would become Executive Chairman of the combined group and Andrew Jones, Chief Executive of Metric, would be appointed Chief Executive of the combined group. Martin McGann, Finance Director of London & Stamford would become Finance Director of the combined group. Raymond Mould has advised the Board of London & Stamford that, upon completion of the merger, he intends to retire from his role as Chairman of London & Stamford. He will be available as a consultant to the enlarged group for a period. Similarly, Sue Ford has advised the Board of Metric that, upon completion of the merger, she intends to retire from her role as Finance Director of Metric.
Raymond Mould, Chairman of London & Stamford, said:
"This potential transaction merges two terrific companies both with well let property portfolios and reunites a highly experienced management team that has the proven ability to identify and crystallise value through opportunistic transactions. A combination of London & Stamford and Metric has the potential to create significant shareholder value for all parties and brings considerable benefits for both sets of shareholders. I am delighted to have this opportunity to hand over the keys of an excellent real estate portfolio to an experienced and well trusted team, chaired by Patrick Vaughan who has been my business partner and friend for over 40 years, and have no doubt that they will build upon the considerable success that has been achieved to date."
Andrew Jones, Chief Executive of Metric, said:
"The proposed merger will create a larger REIT with scale, diversity and liquidity and brings together deep real estate knowledge, financial resources and management skills. Organisations across the world are deleveraging and we believe that this will continue to bring attractively priced assets to the market. We are excited by the prospect of being strongly positioned, with London & Stamford, to exploit these opportunities as they arise across the market."
This announcement does not amount to an announcement of a firm intention to make an offer and there can be no certainty that an offer will be made nor as to the terms on which any offer will be made.
For the purposes of Rule 2.4(c) of the Code, the deadline set by Rule 2.6(a) of the Code (the "Deadline") for London & Stamford either: (i) to announce a firm intention to make an offer for Metric under Rule 2.7 of the Code, or (ii) to announce that it does not intend to make an offer for Metric, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies, is not later than 5.00p.m. on 4 December 2012, save where either: (iii) the Panel has consented to an extension of the Deadline, or (iv) the Deadline does not apply, or ceases to apply, by virtue of Rule 2.6(b) (a firm intention to make an offer for Metric under Rule 2.7 of the Code being announced by an offeror prior to the Deadline).
In accordance with Rule 2.10 of the Code, London & Stamford announces that it has 542,795,171 ordinary shares of 10 pence each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification Number for the London & Stamford ordinary shares is GB00B4WFW713.
In accordance with Rule 2.10 of the Code, the Metric announces that it has 190,000,000 ordinary shares of 1 pence each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification Number for the Metric ordinary shares is GB00B3PQND71.
Pursuant to Rule 2.5(a) of the Code, London & Stamford reserves the right to vary any of the terms set out in this announcement, including the form and/or mix of consideration and, with the recommendation or consent of the Board of Metric, to make an offer for Metric at a lower value.
For the purposes of note 3 on Rule 2.5 of the Code this announcement has been made with the consent of Metric and London & Stamford.
A copy of this announcement will be available at www.londonandstamford.com and www.metricproperty.co.uk
The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.
A further announcement will be made in due course.
Enquiries:
J.P. Morgan Cazenove (financial adviser and joint corporate broker to Metric)
+44 (0) 20 7742 4000
Robert Fowlds
Bronson Albery
Oriel Securities (joint corporate broker to Metric)
+44 (0) 20 7710 7600
Mark Young
FTI Consulting (PR adviser to Metric)
+44 (0) 20 7831 3113
Stephanie Highett
Dido Laurimore
Credit Suisse (financial adviser and joint corporate broker to London & Stamford)
+44 (0) 20 7888 8888
George Maddison
Tom Edwards-Moss
Joe Hannon
Peel Hunt (financial adviser and joint corporate broker to London & Stamford)
+44 (0) 20 7418 8900
Capel Irwin
James Britton
Andy Crossley
Kreab Gavin Anderson (PR adviser to London & Stamford)
+44 (0) 20 7074 1800
Richard Constant
James Benjamin
Anthony Hughes
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 Code, any person who is, or becomes, interested in 1% 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 Takeover 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.
Disclaimer
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove, and Oriel Securities Limited are authorised and regulated by the UK Financial Services Authority, and are acting solely for Metric in relation to the matters referred to above and for no one else in connection with such matters and will not be responsible to anyone other than Metric for providing the protections afforded to clients of J.P. Morgan Limited or Oriel Securities Limited nor for providing any advice in relation to any of the matters referred to herein.
Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Peel Hunt LLP ("Peel Hunt") which are authorised and regulated by the UK Financial Services Authority, are acting for London & Stamford and for no one else in connection with the subject matter of this announcement and will not be responsible to any person other than London & Stamford for providing the protections afforded to clients of Credit Suisse and Peel Hunt, nor for providing advice in relation to the content of this announcement or any matter referred to herein. Neither Credit Suisse, Peel Hunt nor any of their respective 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 or Peel Hunt in connection with this announcement, any statement contained herein or otherwise.
This information is provided by RNS
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