Publication of Combined Circular and Prospectus
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS, PROSPECTUS EQUIVALENT DOCUMENT OR SCHEME DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE MERGER OR THE NEW LONDONMETRIC SHARES EXCEPT ON THE BASIS OF INFORMATION IN THE COMBINED CIRCULAR AND PROSPECTUS AND THE SCHEME DOCUMENT.
6 February 2024
LondonMetric Property PLC ("LondonMetric")
Publication of Combined Circular and Prospectus and Notice of General Meeting
Further to the announcement on 11 January 2024 in relation to the proposed recommended all-share merger of LondonMetric and LXi REIT Plc ("LXi") (the "Rule 2.7 Announcement"), LondonMetric announces that the combined circular and prospectus (the "Combined Circular and Prospectus") was approved by the Financial Conduct Authority earlier today.
The Combined Circular and Prospectus, incorporating the Notice of General Meeting to be held at CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London EC4N 6AF at 2.30 p.m. on 27 February 2024 is expected to be posted to LondonMetric Shareholders shortly.
LondonMetric also notes that a copy of the Scheme Document is expected to be posted or made available to LXi Shareholders today. The Scheme Document contains, amongst other things, notices convening the LXi Court Meeting and the LXi General Meeting.
The expected timetable of principal events is as follows:
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Publication of the Combined Circular and Prospectus and Notice of General Meeting
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6 February 2024 |
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Latest time and date for receipt of forms of proxy for the LondonMetric General Meeting
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2.30 p.m. on 23 February 2024 |
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LondonMetric General Meeting |
2.30 p.m. on 27 February 2024 |
All references in this announcement to times are to times in London (unless otherwise stated).
Subject to the requisite approval of Scheme Shareholders at the Court Meeting and of the LXI Shareholders at the LXI General Meeting, which are expected to be held on 27 February 2024, the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective on or around 5 March 2024. An expected timetable of principal events for the Scheme is set out in the Scheme Document and the Combined Circular and Prospectus.
The Combined Circular and Prospectus (and Scheme Document) will shortly be made available on the Company's website at www.londonmetric.com. A copy of the Combined Circular and Prospectus will shortly be submitted to the National Storage Mechanism and available for
inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used in this announcement have the meanings given to them in the Combined Circular and Prospectus.
Enquiries
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LondonMetric Property Plc |
+44 (0) 20 7484 9000 |
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Andrew Jones, Chief Executive |
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Martin McGann, Finance Director |
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Gareth Price, Investor Relations |
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FTI Consulting (Communications Adviser) |
+44 (0) 20 3727 1000 |
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Dido Laurimore |
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Richard Gotla |
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Andrew Davis |
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Barclays Bank PLC, acting through its Investment Bank (Lead Financial Adviser and Joint Corporate Broker) |
+44 (0) 20 7623 2323 |
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Bronson Albery |
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Tom Macdonald |
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Callum West |
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Patrick Colgan |
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Peel Hunt (Sponsor, Financial Adviser and Joint Corporate Broker) |
+44 (0) 20 7418 8900 |
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Capel Irwin |
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Carl Gough |
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Michael Nicholson |
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Henry Nicholls |
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J.P. Morgan Cazenove (Financial Adviser and Joint Corporate Broker) |
+44 (0) 203727 1000 |
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Ashish Agrawal |
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Jonty Edwards |
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Dipayan Chakraborty |
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Important Notice
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), and the Prudential Regulation Authority (the "PRA"), is acting exclusively for LondonMetric and no one else in connection with the Merger or any other matter referred to in this announcement, and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of Barclays nor for providing advice in connection with the Merger or any other matters referred to in this announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for LondonMetric and for no one else in connection with the Merger or any other matter referred to in this announcement and will not be responsible to any person other than LondonMetric for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt nor any of its 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 Merger or any other matters referred to in this announcement.
J.P. Morgan Securities PLC, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting as financial adviser exclusively for LondonMetric and no one else in connection with the Merger and will not regard any other person as its client in relation to the Merger and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Merger or any other matter or arrangement referred to in this announcement.
This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger or otherwise, nor shall there be any purchase, sale, acquisition issuance, exchange or transfer of securities or such solicitation pursuant to the Merger or otherwise in any jurisdiction in contravention of applicable law. The Merger will be implemented solely by means of the Scheme Document (or, in the event that the Merger is to be implemented by means of a Takeover Offer, any document by which the Takeover Offer is made) and the accompanying Forms of Proxy (or forms of acceptance, if applicable) which will contain the full terms and conditions of the Merger, including details of how to vote in respect of the resolutions proposed in connection with the Merger.
LXi has prepared the Scheme Document to be distributed to LXi Shareholders. LXi and LondonMetric urge LXi Shareholders to read the Scheme Document carefully as it contains important information relating to the Merger. LXi Shareholders are also advised to read the Combined Circular and Prospectus, which will be made available to them on LondonMetric's website at www.londonmetric.com and LXi's website at www.lxireit.com, as it contains important information relating to the Merger, the New LondonMetric Shares, and the Combined Group. Any vote, approval, decision in respect of, or other response to, the Merger by LXi Shareholders should only be made on the basis of the information contained in the Scheme Document and the Combined Circular and Prospectus (or any other document by which the Merger is made by way of a Takeover Offer). Each LXi Shareholder is urged to consult its independent professional advisers immediately regarding the tax consequences of the Merger applicable to them.
LondonMetric has prepared the Combined Circular and Prospectus to be distributed to LondonMetric Shareholders and which will be available on LondonMetric's website at www.londonmetric.com and LXi's website at www.lxireit.com. LondonMetric urges LondonMetric Shareholders to read the Combined Circular and Prospectus as it contains important information relating to the Merger, the New LondonMetric Shares and the Combined Group. Any vote, approval, decision or other response to the Merger by LondonMetric Shareholders should be made only on the basis of the information in the Combined Circular and Prospectus. LondonMetric Shareholders are strongly advised to read the Scheme Document once it has been despatched.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of LXi or the LXi Group or LondonMetric or the LondonMetric Group except where otherwise stated.
This announcement does not constitute a prospectus or prospectus equivalent document. The New LondonMetric Shares to be issued pursuant to the Merger are not being offered to the public by means of this announcement. The Merger will be subject to the applicable requirements of the Takeover Code (the "Code"), the Takeover Panel (the "Panel"), the London Stock Exchange and the FCA.
Overseas Shareholders
This announcement has been prepared for the purpose of complying with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules 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 jurisdictions outside of England. Nothing in this announcement or the Combined Circular and Prospectus should be relied on for any other purpose.
The availability of the New LondonMetric Shares (and the ability of persons to hold such shares) in, and the release, publication or distribution of this announcement in or into, jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions (a "Restricted Jurisdiction"). Persons into whose possession this announcement comes who are not resident in the United Kingdom, or who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom, should inform themselves of, and observe, any such applicable laws and/or regulations. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Merger or to vote their Scheme Shares in respect of the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, or to vote their LondonMetric Shares at the LondonMetric General Meeting, or to appoint another person as proxy to vote at the LondonMetric General Meeting on their behalf, as applicable, may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by LondonMetric or required by the Code and permitted by applicable law and regulation, participation in the Merger will not be made, and the New LondonMetric Shares to be issued pursuant to 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 from 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 the Combined Circular and Prospectus and all documentation 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 as doing so may invalidate any purported vote in respect of the Merger.
If the Merger is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction. Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Notice to US investors
The Merger relates to the securities of an English company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.
The Merger may, in circumstances provided for in the Scheme Document, instead be carried out by way of a Takeover Offer under English law. If in the future LondonMetric exercises its right to implement the Merger by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and securities laws and regulations, including the exemptions therefrom. Such Takeover Offer would be made in the United States by LondonMetric and no one else. In addition to any such Takeover Offer, in accordance with normal practice in the United Kingdom, LondonMetric, certain affiliated companies, and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, LXi Shares outside the United States, other than pursuant to the Takeover Offer, until the date on which such Takeover Offer would become effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the United Kingdom, will be reported to a Regulatory Information Service of the FCA and will be available on the London Stock Exchange website: http://www.londonstockexchange.com/.
The financial information included in the Combined Circular and Prospectus and other documentation related to the Merger has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The New LondonMetric Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements under the US Securities Act and applicable US state securities laws. If LondonMetric effects the Merger by way of a scheme of arrangement under English law, the New LondonMetric Shares to be issued in the Merger will be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. LXi will advise the Court that its sanction of the Scheme will be relied upon by LondonMetric as an approval of the scheme of arrangement following a hearing on its fairness to LXi Shareholders at which hearing all such LXi Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all LXi Shareholders.
The New LondonMetric Shares to be issued to LXi Shareholders in the Merger pursuant to a scheme of arrangement under English law may generally be resold without restriction under the US Securities Act, except for resales by persons who are or will be affiliates (within the meaning of Rule 144 under the US Securities Act). "Affiliates" of a company are generally defined as persons who directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, that company. Whether a person is an affiliate of a company for purposes of the US Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders. LXi Shareholders who are or will be affiliates of LondonMetric or LXi prior to, or of LondonMetric after, the Effective Date will be subject to certain US transfer restrictions relating to the New LondonMetric Shares received pursuant to the Scheme as will be further described in the Scheme Document. LXi Shareholders who believe that they may be or will be affiliates for purposes of the US Securities Act should consult their own legal advisors prior to any resale of New LondonMetric Shares received under the Scheme.
None of the securities referred to in this announcement and the Combined Circular and Prospectus have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Merger or determined if the Combined Circular and Prospectus is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
US holders of LXi Shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. US holders of LXi Shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Merger applicable to them,
It may be difficult for US holders of LXi Shares to enforce their rights and claims arising out of the US federal securities laws since LondonMetric and LXi are organized in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders of LXi Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of LXi Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
Further details in relation to US investors are contained in the Scheme Document.
Forward looking statements
This announcement, the Combined Circular and Prospectus and the Scheme Document (including information incorporated by reference into this announcement), any oral statements made by LondonMetric or LXi in relation to the Merger and other information published by LondonMetric or LXi may contain statements about LondonMetric, LXi and/or the Combined Group that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", hopes", "continues", "would", "could", "should" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of LondonMetric's or LXi's or the Combined Group's operations and potential synergies resulting from the Merger; and (iii) the effects of government regulation on LondonMetric's or LXi's or the Combined Group's business.
These forward looking statements are not based on historical fact and are not guarantees of future performance. By their nature, such forward looking statements involve risks and uncertainties that could significantly affect expected results and/or the operations of LondonMetric, LXi or the Combined Group and are based on certain assumptions and assessments made by LondonMetric and LXi in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate.
There are several factors which could cause actual results to differ materially from those projected, expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are the satisfaction of or failure to satisfy all or any of the conditions to the Merger, as well as additional factors, such as changes in the global, political, economic, business, competitive, market and regulatory forces, fluctuations in exchange and interest rates, changes in tax rates and future business acquisitions or disposals, the success of business and operating initiatives and restructuring objectives and the outcome of any litigation. Except as expressly provided in this announcement, the Combined Circular and Prospectus and the Scheme Document, they have not been reviewed by the auditors of LondonMetric or LXi. Neither LondonMetric or LXi, nor any of their respective associates or directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward-looking statements attributable to LondonMetric or LXi or any of their respective members, directors, officers, employees or advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. LondonMetric and LXi disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm (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 securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.
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 either of them (see Rules 8.1, 8.2 and 8.4 of the Code).
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 +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Requesting Hard Copy Documents
Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Merger should be in hard copy form.
LondonMetric Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by calling Link Group on +44 (0) 371 664 0321. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that Link Group cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes. 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.
Publication on website
A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.londonmetric.com by no later than 12 noon (London time) on the Business Day following the date of this announcement.
Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on LondonMetric's website (or any other website) is incorporated into, or forms part of, this announcement.
The Offer is subject to the provisions of the Code.
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