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
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
FOR IMMEDIATE RELEASE
27 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
RESULTS OF COURT MEETING AND LXI GENERAL
MEETING
The Board of LXi REIT plc ("LXi") announces that at the Court
Meeting and the LXi General Meeting held earlier today in
connection with the recommended all-share merger of LXi and
LondonMetric Property plc (the "Merger"), all resolutions were duly
passed with over 99.69 per cent. support from shareholders on
each resolution.
As previously announced, the Merger is to be
implemented by means of a scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme") and today:
(i) a
majority in number of Scheme Shareholders who voted and were
entitled to vote, either in person or by proxy, who together
represented not less than 75 per cent. in value of the Scheme
Shares voted, voted in favour of the Scheme at the Court Meeting;
and
(ii)
the requisite majority of LXi Shareholders voted to approve the
special resolution required to be approved in connection with the
Scheme at the LXi General Meeting.
Full details of the resolutions passed are set
out in the notices of the Court Meeting and the LXi General Meeting
contained in Part 9 and Part 10 respectively of the scheme document
published by LXi on 6 February 2024 in connection with the Merger
(the "Scheme
Document").
The tables below set out the results of the
poll at the Court Meeting and the LXi General Meeting. Each Scheme
Shareholder present, in person or by proxy, was entitled to one
vote per Scheme Share held at the Scheme Voting Record Time. At the
Scheme Voting Record Time, LXi had 1,714,473,236 Scheme Shares in
issue, none of which were held in treasury. Therefore, the total
number of voting rights in LXi for the purposes of the Court
Meeting and the LXi General Meeting at the Scheme Voting Record
Time was 1,714,473,236.
Voting results
of the Court Meeting
Vote
|
Number of Scheme Shares voted
as a % of the total number of Scheme Shares**
|
Number of Scheme Shareholders
who voted***
|
% of the voting Scheme
Shareholders**
|
Number of Scheme Shares
voted
|
% of Scheme Shares which were
voted**
|
For*
|
74.06
|
299
|
95.22
|
1,269,772,043
|
99.69
|
Against
|
0.23
|
15
|
4.78
|
3,910,280
|
0.31
|
Total
|
74.29
|
314
|
100
|
1,273,682,323
|
100
|
*Includes
discretionary votes.
**Rounded to
two decimal places.
***Where a
Scheme Shareholder has cast some of their votes "for" and some of
their votes "against" the resolution, such Scheme Shareholder has
been counted as having voted both "for" and "against" the
resolution for the purposes of determining the number of Scheme
Shareholders who voted as set out in this column.
Voting results
of the LXi General Meeting
Special
Resolution
|
Total votes validly
cast
|
Total votes validly cast as %
of issued share capital*
|
Number of votes
"For"**
|
% of votes validly cast
"For"*
|
Number of votes
"Against"
|
% of votes validly cast
"Against"*
|
Vote
Withheld
***
|
Resolution
|
1,275,149,304
|
74.38
|
1,271,945,077
|
99.97
|
406,372
|
0.03
|
2,797,855
|
*Rounded to
two decimal places.
**Includes
discretionary votes.
***A vote
withheld is not a vote in law and is not counted in the calculation
of the proportion of votes 'For' or 'Against' the LXi
Resolution.
Effective Date
and Timetable
Completion of the Merger remains subject to the
satisfaction, or, if applicable, the waiver of the other Conditions
set out in the Scheme Document, including the Court sanctioning the
Scheme at the Court Hearing, which is expected to be held on 4
March 2024, with the Scheme becoming effective thereafter on 5
March 2024.
The expected timetable of principal events for
the implementation of the Scheme remains as set out on page 13 of
the Scheme Document. These times and dates are indicative only and
the remaining dates are subject to change. The dates will depend,
among other things, on the date upon which (i) the Conditions set
out in Part 4 of the Scheme Document are satisfied or, if capable
of waiver, are waived; and (ii) the Court sanctions the Scheme. If
any of the dates and/or times in the expected timetable change, the
revised dates and/or times will be notified to LXi Shareholders by
announcement through a Regulatory Information Service with such
announcement being made available on LXi's website at
www.LXiREIT.com.
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.
Certain figures included in this announcement
have been subject to rounding adjustments. Accordingly,
figures shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
Enquiries
LXi
REIT plc
|
via
H/Advisors Maitland
|
Cyrus Ardalan, Non-Executive
Chairman
|
|
Hugh Seaborn, Non-Executive Senior
Independent Director
|
|
Ismat Levin, Non-Executive
Independent Director
|
|
Sandy Gumm, Non-Executive
Director
|
|
Nick Leslau, Non-Executive
Director
|
|
|
|
Lazard & Co., Limited (Lead Financial Adviser to LXi REIT
plc)
|
+44 (0) 20
7187 2000
|
Patrick Long
|
|
Jolyon Coates
|
|
Sebastian O'Shea-Farren
|
|
|
|
Jefferies International Limited (Financial Adviser and
Corporate Broker to LXi REIT plc)
|
+44 (0) 20
7029 8000
|
Rishi Bhuchar
|
|
Tom Yeadon
|
|
Ed Matthews
|
|
Paul Bundred
|
|
|
|
Santander Corporate & Investment Banking (Financial
Adviser to LXi REIT plc)
|
+44 (0) 78
4071 7114
|
Oliver Tucker
|
|
Ting Le Deng
|
|
Benni Azaria
|
|
|
|
H/Advisors Maitland (Communications Adviser to LXi REIT
plc)
|
+44 (0) 20
7379 5151
|
James Benjamin
|
|
Rachel Cohen
|
|
Bryan Cave Leighton Paisner LLP is acting as
legal adviser to LXi in connection with the Merger.
CMS Cameron McKenna Nabarro Olswang 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
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 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.
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. 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 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.