Scheme of arrangement becomes effective
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
5 March 2024
RECOMMENDED ALL-SHARE MERGER
OF
LXI REIT PLC
AND
LONDONMETRIC PROPERTY PLC
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
Further to LXi's announcement on 4 March 2024 that the Court had sanctioned the Scheme, the Boards of LXi and LondonMetric are pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become Effective in accordance with its terms. The entire issued ordinary share capital of LXi is therefore now owned by LondonMetric.
Pursuant to the terms of the Scheme, Scheme Shareholders whose names appear on the register of members of LXi at the Scheme Record Time, being 6.00 p.m. on 4 March 2024, will be entitled to receive 0.55 New LondonMetric Shares for each LXi Share held by them at that time.
Admission of the LXi Shares to trading on London Stock Exchange will be cancelled with effect from 8.00 a.m. on 6 March 2024.
Applications have been made to the FCA and to the London Stock Exchange for 942,960,279 New LondonMetric Shares to be admitted to the premium listing segment of the Official List and to trading on the Main Market, respectively. Admission of the New LondonMetric Shares to the premium listing segment of the Official List and to trading on the Main Market will take place at 8.00 a.m. on 6 March 2024.
As set out in the Scheme Document, New LondonMetric Shares held in uncertificated form are expected to be credited to CREST accounts on or after 8.00 a.m. on 6 March 2024 and LondonMetric will procure the despatch of share certificates in respect of New LondonMetric Shares held in certificated form within 14 days of the Effective Date, being today, 5 March 2024.
Director resignations
As the Scheme has now become Effective, Cyrus Ardalan (Non-Executive Chairman), Hugh Seaborn (Non-Executive Senior Independent Director), Ismat Levin (Non-Executive Director), Sandy Gumm (Non-Executive Director) and Nick Leslau (Non-Executive Director) have each resigned from the LXi Board with effect from today, 5 March 2024.
General
Unless otherwise defined, all capitalised terms in this announcement shall have the same meaning given to them in the Scheme Document, a copy of which is available on the LXi website at www.LXiREIT.com and on the LondonMetric website at www.LondonMetric.com.
All references in this announcement to times are to times in London.
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 to LXi REIT plc) |
+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 to LXi REIT plc) |
+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 to LXi REIT plc) |
+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 to LXi REIT plc) |
+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 to LondonMetric Property Plc) |
+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 LLP (Financial Adviser and Joint Corporate Broker to LondonMetric Property Plc) |
+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 Plc (Financial Adviser and Joint Corporate Broker to LondonMetric Property Plc) |
+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 to LondonMetric Property Plc) |
+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 acting as legal adviser to LXi in connection with the Merger. CMS Cameron McKenna Nabarro Oslwang LLP is retained as legal adviser to LondonMetric.
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 announcement. 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 announcement, any statement contained herein or otherwise. Lazard has given, and not withdrawn, its consent to the inclusion in this announcement 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 announcement and will not regard any other person as its client in relation to the matters in this announcement 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 announcement 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 announcement, 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 FCA and the Prudential Regulatory Authority (the "PRA"). Santander is acting exclusively as financial adviser to LXi and no one else in connection with the matters referred to in this announcement 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 announcement. 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 announcement or any matter referred to herein.
Barclays Bank Plc, acting through its Investment Bank ("Barclays"), which is authorised by 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 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 relation to the matters set out in or 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 matters 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 the matters referred to in this announcement, 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 announcement.
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 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. Accordingly, copies of this announcement 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.
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 has been 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 financial information included in this announcement 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. 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 has advised 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 were entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification was 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.
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