Publication of scheme document
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
FOR IMMEDIATE RELEASE
6 February 2024
RECOMMENDED ALL-SHARE MERGER
of
LXI REIT PLC
by
LONDONMETRIC PROPERTY PLC
to be effected by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006 (the "Companies Act")
PUBLICATION OF SCHEME DOCUMENT
On 11 January 2024, the Boards of LXi REIT plc ("LXi") and LondonMetric Property plc ("LondonMetric") announced that they had reached agreement on the terms of a recommended all-share merger of LXi and LondonMetric pursuant to which LondonMetric will acquire the entire issued and to be issued ordinary share capital of LXi and form the Combined Group (the "Merger").
The Merger is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below). All references to times in this Announcement are to London times unless stated otherwise.
Publication of the Scheme Document
The Board of LXi is pleased to announce that a circular relating to the Scheme (the "Scheme Document") setting out, among other things, a letter from the Chair of LXi, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, a valuation report in respect of LXi's property portfolio as at 31 December 2023, two valuation reports in respect of LondonMetric's property portfolio as at 31 December 2023, notices of the Court Meeting and the LXi General Meeting and details of the action to be taken by LXi Shareholders and Scheme Shareholders, has been published today, subject to certain restrictions relating to persons in Restricted Jurisdictions, and will be available on LXi's website at www.LXiREIT.com and on LondonMetric's website at www.LondonMetric.com.
A combined prospectus and circular relating to the New LondonMetric Shares proposed to be issued to LXi Shareholders in connection with the Merger has been approved by the Financial Conduct Authority and is expected to be published today on LondonMetric's website at. www.LondonMetric.com.
Hard copies of the Scheme Document (or, depending on an LXi Shareholder's communication preference, a letter or email giving details of the website where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the LXi General Meeting are being sent to LXi Shareholders.
Action required
Notices of the Court Meeting and the LXi General Meeting, each of which have been convened for Tuesday 27 February 2024 at the offices of Bryan Cave Leighton Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London EC4R 0BR, United Kingdom, are set out in the Scheme Document. The Court Meeting will start at 10.00 a.m. (London time) and the General Meeting at 10.15 a.m. (London time) (or as soon thereafter as the Court Meeting has concluded or adjourned).
As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, that the requisite majority of: (i) eligible Scheme Shareholders vote in favour of the Scheme at the Court Meeting; and (ii) eligible LXi Shareholders vote in favour of the Resolution at the LXi General Meeting. The Scheme must be sanctioned by the Court. The Scheme is also subject to the satisfaction or (if capable of waiver) waiver of the other Conditions and further terms, as described more fully in the Scheme Document.
Any changes to the arrangements for the Court Meeting and the LXi General Meeting will be communicated to LXi Shareholders before the LXi Meetings, through LXi's website www.LXiREIT.com and by announcement through a Regulatory Information Service.
LXi Shareholders and Scheme Shareholders are asked to complete and sign the Forms of Proxy in accordance with the instructions provided thereon and return them as soon as possible to LXi's Registrar, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds, LS1 4DL, but in any event so as to be received by no later than the relevant times set out below:
· PINK Forms of Proxy for the Court Meeting: 10.00 a.m. on 23 February 2024
· BLUE Forms of Proxy for the LXi General Meeting: 10.15 a.m. on 23 February 2024
or, if in either case the Meeting is adjourned, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day).
Proxy appointments may alternatively be submitted electronically by logging on to www.SignalShares.com and following the instructions there.
LXi Shareholders and Scheme Shareholders who hold their shares in uncertificated form (i.e. through CREST) can submit their CREST proxy instructions in accordance with the procedures described in the CREST Manual, which can be viewed at www.EuroClear.com/CREST.
Scheme Shareholders and LXi Shareholders are strongly encouraged to submit proxy appointments and instructions for the Court Meeting and the LXi General Meeting as soon as possible, using any of the methods (by post, online or electronically through CREST (as applicable)) set out in the Scheme Document.
If the PINK Form of Proxy for use at the Court Meeting is not lodged by 10.00 a.m. on 23 February 2024 (or, in the case of adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day)), it may be handed to the chair of the meeting or to LXi's Registrar, Link Group, on behalf of the chair at the Court Meeting before the taking of the poll. However, in the case of the LXi General Meeting, unless the BLUE Form of Proxy is lodged so as to be received by 10.15 a.m. on 23 February 2024 (or, in the case of adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting (excluding any day that is not a Business Day)), it will be invalid.
It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of the opinion of Scheme Shareholders. Therefore, Scheme Shareholders are strongly encouraged to sign and return their Forms of Proxy in accordance with the instructions thereon, or to appoint a proxy through CREST or online, as soon as possible.
Expected timetable of principal events
The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this Announcement.
The Scheme remains conditional on the approval of the requisite majority of eligible Scheme Shareholders voting (in person or by proxy) at the Court Meeting and the requisite majority of eligible LXi Shareholders voting (in person or by proxy) at the LXi General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions set out in the Scheme Document, including the sanction of the Court.
Subject to the Scheme becoming Effective, LXi intends to make an application to the London Stock Exchange for the cancellation of the admission to trading of the LXi Shares on the London Stock Exchange's Main Market for listed securities and an application to the FCA for the cancellation of the listing of the LXi Shares on the Official List, in each case to take effect on or shortly after the Effective Date. The Scheme is expected to become Effective on 5 March 2024.
The last day of dealings in LXi Shares on the Main Market for listed securities of the London Stock Exchange is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 5.00 p.m. on that date.
Recommendation
The LXi Directors, who have been so advised by Lazard and Jefferies as to the financial terms of the Merger, unanimously consider the terms of the Merger to be fair and reasonable. In providing their advice to the LXi Directors, Lazard and Jefferies have taken into account the commercial assessments of the LXi Directors. Lazard and Jefferies are providing independent financial advice to the LXi Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the LXi Directors recommend unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that LXi Shareholders vote in favour of the LXi Resolution to be proposed at the LXi General Meeting as they have irrevocably undertaken to do in respect of their, and their connected persons', own beneficial holdings of, in aggregate, 96,878,432 LXi Shares representing, in aggregate, approximately 5.65 per cent. of the issued ordinary share capital of LXi as at the Latest Practicable Date.
LXi Shareholders should carefully read the Scheme Document and the Combined Circular and Prospectus (subject to any restrictions on its use or distribution set out therein) in their entirety before making a decision with respect to the Scheme.
LXi Shareholder helpline
If you are an LXi Shareholder and have any queries about the Scheme Document, this Announcement, the Court Meeting, the LXi General Meeting or on the completion and return of the Forms of Proxy, please contact the LXi's Registrar, 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 are charged at the standard geographic rate and will vary by provider. 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.
Additional information for LXi Shareholders
Copies of this Announcement and the Scheme Document will be available for viewing on LXi's website at www.LXiREIT.com and LondonMetric's website at www.LondonMetric.com by no later than 12.00 p.m. on 7 February 2024, being the Business Day following the date of publication of the Scheme Document (subject to any applicable restrictions relating to persons in Restricted Jurisdictions), up to and including the Effective Date or the date the Scheme lapses or is withdrawn, whichever is earlier.
A copy of the Scheme Document, once published, will be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries
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LXi REIT plc |
via H/Advisors Maitland |
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Cyrus Ardalan, Non-Executive Chairman |
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Hugh Seaborn, Non-Executive Senior Independent Director |
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Ismat Levin, Non-Executive Independent Director |
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Sandy Gumm, Non-Executive Director |
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Nick Leslau, Non-Executive Director |
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Lazard & Co., Limited (Lead Financial Adviser) |
+44 (0) 20 7187 2000 |
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Patrick Long |
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Jolyon Coates |
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Sebastian O'Shea-Farren |
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Jefferies International Limited (Financial Adviser and Corporate Broker) |
+44 (0) 20 7029 8000 |
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Rishi Bhuchar |
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Tom Yeadon |
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Ed Matthews |
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Paul Bundred |
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Santander Corporate & Investment Banking (Financial Adviser) |
+44 (0) 78 4071 7114 |
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Oliver Tucker |
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Ting Le Deng |
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Benni Azaria |
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H/Advisors Maitland (Communications Adviser) |
+44 (0) 20 7379 5151 |
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James Benjamin |
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Rachel Cohen |
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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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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 (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) 20 3493 8000 |
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Ashish Agrawal |
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Jonty Edwards |
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Dipayan Chakraborty |
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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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Bryan Cave Leighton Paisner LLP is retained as legal adviser to LXi. CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to LondonMetric.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
All times in this announcement are London times, unless otherwise stated.
|
Event |
Time and/or date |
|
Date of publication and circulation of the Scheme Document |
6 February 2024 |
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Latest time for lodging Form of Proxy for the Court Meeting (pink form) |
10.00 a.m. on 23 February 20242 |
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Latest time for lodging Form of Proxy for the LXi General Meeting (blue form) |
10.15 a.m. on 23 February 20243 |
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Scheme Voting Record Time for the Court Meeting and record time for the LXi General Meeting |
6:00 p.m. on 23 February 20244 |
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Court Meeting |
10.00 a.m. on 27 February 2024 |
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LXi General Meeting |
10.15 a.m. on 27 February 20245 |
|
LondonMetric General Meeting |
2.30 p.m. on 27 February 2024 |
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Certain of the following dates are subject to change (please see Note 1 below): |
|
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Court hearing to sanction the Scheme |
4 March 2024 |
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Last date for dealings in, and for registration of transfers of, LXi Shares |
4 March 2024 |
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Suspension of listing of, and dealings in, LXi Shares |
5.00 p.m. on 4 March 2024 |
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Scheme Record Time |
6.00 p.m. on 4 March 2024 |
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Effective Date |
5 March 2024 |
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New LondonMetric Shares issued to LXi Shareholders |
8.00 a.m. on 6 March 2024 |
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Admission and commencement of dealings in New LondonMetric Shares |
8.00 a.m. on 6 March 2024 |
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Cancellation of admission to trading on the London Stock Exchange of LXi Shares |
8.00 a.m. on 6 March 2024 |
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CREST accounts of LXi Shareholders credited with New LondonMetric Shares |
On or after 8.00 a.m. on 6 March 2024 |
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Latest date for despatch of share certificates for New LondonMetric Shares due under the Merger or settlement through CREST |
Within 14 days of the Effective Date |
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Long-stop Date |
11 July 20246 |
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References to time are to London time |
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Notes:
1. These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to LXi Shareholders by announcement through a Regulatory Information Service and, if required by the Panel, posting notice(s) of the change(s) to LXi Shareholders and persons so entitled. All Scheme Shareholders have the right to attend the Sanction Hearing. LXi must implement the Scheme in accordance with the expected timetable unless (i) the Board of LXi withdraws its recommendation of the Scheme, (ii) the Board of LXi announces its decision to propose an adjournment of any of the Meetings or the Court Hearing, (iii) any of the Meetings or the Court Hearing is adjourned, or (iv) any Condition is invoked in accordance with the Takeover Code.
2. The pink Form of Proxy for the Court Meeting, if not returned by the time stated above, or, if the Court Meeting is adjourned, by no later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting, may be handed to the Registrar or to the chair of the Court Meeting before the taking of the poll at the Court Meeting and will still be valid.
3. The blue Form of Proxy for the LXi General Meeting must be lodged by the time stated above in order to be valid or, if the LXi General Meeting is adjourned, by no later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting. Blue Forms of Proxy that are not so lodged may NOT be handed to the chair of the LXi General Meeting or the Registrar before the start of or at the LXi General Meeting.
4. If either the Court Meeting or the LXi General Meeting is adjourned, the record time of the adjourned meeting(s) will be 6.00 p.m. on the second Business Day before the day fixed for the adjourned meeting.
5. The LXi General Meeting will commence at 10.15 a.m. on the day of the Court Meeting or as soon thereafter as the Court Meeting has been concluded or adjourned.
6. The Long-stop Date is the latest date by which the Scheme may become Effective. However, the Long-stop Date may be extended to such later date as LXi and LondonMetric may agree in writing (with the Panel's consent and as the Court may approve (should such approval(s) be required)).
Important Information
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 and LondonMetric urge LXi Shareholders to read the Scheme Document and the Combined Circular and Prospectus (subject to any restrictions on its use or distribution set out therein) carefully when they become available as each will contain important information relating to the Merger, the New LondonMetric Shares and the Combined Group.
LondonMetric has prepared the Combined Circular and Prospectus to be distributed to LondonMetric Shareholders.
Any vote, approval, decision in respect of, or other response to, the Merger should only be made on the basis of the information contained in the Scheme Document (or any other document by which the Merger is made by way of a Takeover Offer) and the Combined Circular and Prospectus.
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.
No person should construe the contents of this Announcement as legal, financial or tax advice. If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under FSMA, or another appropriately authorised independent financial adviser, if you are in a territory outside the United Kingdom.
The statements contained in this Announcement are made as at the date of this Announcement, unless some other date is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.
Notices
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively as financial adviser and Rule 3 financial adviser to LXi and no one else in connection with the Merger and will not be responsible to anyone other than LXi for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Merger or any matter referred to in this document. Neither Lazard nor any of its affiliates (nor any of their respective directors, officers, employees or agents), 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 Lazard in connection with the Merger, this document, any statement contained herein or otherwise. Lazard has given, and not withdrawn, its consent to the inclusion in this document of the references to its name and the advice it has given to LXi in the form and context in which they appear.
Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for LXi and no one else in connection with the matters referred to in this document and will not regard any other person as its client in relation to the matters in this document and will not be responsible to anyone other than LXi for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this document or any transaction or arrangement referred to herein. Neither Jefferies 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 Jefferies in connection with this document, any statement contained herein, any transaction or arrangement referred to herein, or otherwise.
Banco Santander, S.A. ("Santander") is a credit institution which is registered with the Bank of Spain with number 0049. Banco Santander, S.A., London Branch is a branch of Santander with its principal place of business located at 2 Triton Square, Regent's Place, London NW1 3AN and is authorised by the Bank of Spain and is subject to regulatory oversight on certain matters in the UK by the Financial Conduct Authority and the Prudential Regulatory Authority. Santander is acting exclusively as financial adviser to LXi and no one else in connection with the matters referred to in this document and will not be responsible to anyone other than the LXi for providing the protections afforded to clients of Santander or any of its affiliates, or for providing advice in relation to any matter referred to in this document. Neither Santander, 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 Santander in connection with this document or any matter referred to herein.
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for LondonMetric and no one else in connection with the matters set out in this document and will not be responsible to anyone other than LondonMetric for providing the protections afforded to clients of Barclays nor for providing advice in relation to the matters set out in or referred to in this document.
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 matters referred to in this document 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 the matters referred to in this document, or otherwise.
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 document.
Overseas shareholders
This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the Listing 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 the United Kingdom. Nothing in this Announcement, the Scheme Document or the documents accompanying the Scheme Document 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. 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, 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 Takeover 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, the Scheme Document, documents accompanying the Scheme Document 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.
Additional information for US investors
LXi Shareholders located in the United States should note that 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 this Announcement and 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 this Announcement, the Scheme Document, documentation accompanying the Scheme Document and other documentation related to the Merger has been or will have been prepared in accordance with IFRS 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 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 Scheme Document 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 Scheme Document 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 (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. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Except as expressly provided in this Announcement, 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.
Electronic Communications
Please be aware that addresses, electronic addresses and certain other information provided by LXi Shareholders, persons with information rights and other relevant persons for the receipt of communication from LXi may be provided to LondonMetric during the Offer Period as required by Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and Requesting Hard Copy Documents
A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on LXi's website at www.LXiREIT.com and LondonMetric's website at www.LondonMetric.com by no later than 12.00 p.m. on the Business Day following the date of this Announcement.
In accordance with Rule 30.3 of the Takeover Code, LXi Shareholders and persons with information rights may request a hard copy of this Announcement by contacting LXi's registrars, 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 are charged at the standard geographical rate and will vary by provider. 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. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Merger should be in hard copy form.
For the avoidance of doubt, the contents of the aforementioned websites, and any websites accessible from hyperlinks on those websites, are not incorporated into and do not form part of this Announcement.
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 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) 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% 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(s), 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 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.
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. 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.
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