CT Property Trust Limited: Publication and Posting - Scheme Particular
19/06/2023 07:00
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
19 June 2023
RECOMMENDED ALL-SHARE OFFER
FOR
CT PROPERTY TRUST LIMITED ("CTPT")
BY
LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")
PUBLICATION AND POSTING OF SCHEME DOCUMENT
On 24 May 2023, it was announced that the boards of CTPT and LondonMetric had
reached agreement on the terms of a recommended all-share offer for CTPT by
LondonMetric (the "Acquisition") pursuant to which LondonMetric will acquire
the entire issued and to be issued share capital of CTPT (the "Announcement").
As described in the Announcement, it was intended that the Acquisition would
be effected by means of a Court-sanctioned scheme of arrangement under Part
VIII of the Companies Law of Guernsey (the "Scheme").
The board of CTPT is pleased to announce the publication of the scheme
document in relation to the Scheme by CTPT (the "Scheme Document") which,
together with the associated Forms of Proxy, is today being posted by CTPT to
CTPT Shareholders (save for CTPT Shareholders in certain Restricted
Jurisdictions).
The Scheme Document contains, amongst other things, the full terms and
conditions of the Scheme, a letter from the Chairman of CTPT, an explanatory
statement pursuant to section 108 of Part VIII of the Companies Law of
Guernsey, an expected timetable of principal events, notices of the Court
Meeting and the General Meeting, valuation reports pursuant to Rule 29 of the
City Code on Takeover and Mergers (the "Code"), and details of the actions to
be taken by Scheme Shareholders entitled to vote at the Court Meeting and CTPT
Shareholders entitled to vote at the General Meeting.
The CTPT Directors, who have been so advised by Panmure Gordon as to the
financial terms of the Acquisition, unanimously consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to the CTPT
Directors, Panmure Gordon has taken into account the commercial assessments of
the CTPT Directors. Panmure Gordon is providing independent financial advice
to the CTPT Directors for the purposes of Rule 3 of the Code.
Accordingly, the CTPT Directors recommend unanimously that all Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and that all
CTPT Shareholders vote in favour of the Resolution at the General Meeting, as
the CTPT Directors who hold or are beneficially entitled to CTPT Shares have
irrevocably undertaken to do in respect of their own beneficial holdings of
CTPT Shares.
The Scheme Document will be made available (subject to any applicable
restrictions relating to persons resident in Restricted Jurisdictions) free of
charge, on CTPT's website at www.ctpropertytrust.co.uk/offer and on
LondonMetric's website at
www.londonmetric.com/investors/acquisition-ct-property-trust by no later than
12 noon on the Business Day following the publication of the Scheme Document
and will be available up to and including the end of the Offer Period. The
contents of these websites are not incorporated into, and do not form part of,
this announcement. Copies of the Scheme Document have been submitted to the
National Storage Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Shareholders should read carefully the whole of the Scheme Document (including
any documents incorporated into the Scheme Document by reference), together
with the accompanying Forms of Proxy, before deciding whether or not to vote,
or procure a vote, in favour of the Scheme at the Court Meeting and the
Resolution at the General Meeting.
Action required
As further described in the Scheme Document, before the Court is asked to
sanction the Scheme, the Scheme will require the approval of Scheme
Shareholders at the Court Meeting and the passing of the Resolution by CTPT
Shareholders at the General Meeting. The Court Meeting and the General Meeting
are to be held at the offices of Columbia Threadneedle Investments at Exchange
House, Primrose Street, London EC2A 2NY on 18 July 2023. The Court Meeting is
scheduled to commence at 2.00 p.m. and the General Meeting is scheduled to
commence at 2.15 p.m. (or as soon thereafter as the Court Meeting has
concluded or adjourned). Notices of the Court Meeting and the General Meeting
are set out in Parts 11 and 12, respectively, of the Scheme Document.
It is important that, for the Court Meeting in particular, as many votes as
possible are cast (whether in person or by proxy) in order for the Court to be
satisfied that there is a fair and reasonable representation of Scheme
Shareholders' opinion. Shareholders are therefore strongly urged to complete,
sign and return their Forms of Proxy or to appoint a proxy electronically
either through the share portal service or through CREST as soon as possible
and, in any event, by no later than 2.00 p.m. on 17 July 2023 in respect of
the Court Meeting and 2.15 p.m. on 17 July 2023 in respect of the General
Meeting in accordance with the instructions set out in the Scheme Document and
the Forms of Proxy. Instructions in relation to voting and the completion of
the Forms of Proxy are included in the Scheme Document.
Expected timetable of principal events
An expected timetable of principal events for the Scheme is set out in the
Scheme Document and is also reproduced in the appendix to this announcement.
Subject to the requisite approval of Scheme Shareholders at the Court Meeting
and of the CTPT Shareholders at the General Meeting, the satisfaction or
waiver (if capable of waiver) of the other Conditions set out in the Scheme
Document and the sanction of the Scheme by the Court at the Sanction Hearing,
the Scheme is currently expected to become Effective on or around 7 August
2023.
If the expected dates of the events following the Court Meeting and General
Meeting (including (without limitation) the date of the Sanction Hearing)
change, then CTPT will give adequate notice of such changes in an announcement
released through a Regulatory Information Service.
Helpline
If you have any questions about this document, the Court Meeting or the
General Meeting, or are in any doubt as to how to complete and return the
Forms of Proxy, please contact CTPT's registrar, Computershare, at 13 Castle
Street, St Helier, Jersey JE1 1ES or call on +44(0)370 707 4040, between 8.30
a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and
Wales). All calls to the helpline may be recorded and monitored for security
and training purposes. Please note that, for legal reasons, the helpline
cannot provide advice on the merits of the Acquisition or give any legal, tax
or financial advice.
Unless the context provides otherwise, words and expressions defined in the
Scheme Document shall have the same meanings in this announcement. All
references to time shown in this announcement (including the appendix) are
references to London (UK) time.
Enquiries:
CT Property Trust Limited Tel: +44 (0) 20 7886 2500
Davina Walter, via Panmure Gordon
Panmure Gordon (UK) Limited (Rule 3 Adviser, Joint Financial Adviser and Broker to CTPT) Sapna Shah Tom Scrivens Atholl Tweedie Ashwin Kholi Tel: +44 (0) 20 7886 2500
Dickson Minto Advisers (Joint Financial Adviser to CTPT) Douglas Armstrong Tel: +44 (0) 20 7649 6823
Buchanan (PR Adviser to CTPT)
Helen Tarbet Henry Wilson Hannah Ratcliff Tel: +44 (0) 7872 604 453 Tel: +44 (0) 7788 528 143 Tel: +44 (0) 7825 292 022
Important notices
You should read this announcement and the Scheme Document and if you are in
any doubt as to the action you should take, consult an independent financial
adviser. In making an investment decision you must rely on your own
examination of the terms of the Scheme, and the Acquisition, including the
merits and risks involved. If you have any questions about the Scheme
Document, the Court Meeting or the General Meeting or are in any doubt as to
how to complete the Forms of Proxy, please contact Computershare on the number
set out above.
Important notices
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser, joint
financial adviser and corporate broker exclusively for CTPT and no-one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than CTPT for providing the protections afforded
to clients of Panmure Gordon nor for providing advice in connection with the
matters referred to herein. Neither Panmure Gordon 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 Panmure Gordon in connection with this
announcement, any statement contained herein, the Acquisition, or otherwise.
Dickson Minto W.S. ("Dickson Minto Advisers"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for CTPT 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 CTPT for
providing the protections afforded to clients of Dickson Minto Advisers, or
for providing advice in relation to the matters referred to herein. Neither
Dickson Minto Advisers 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 Dickson Minto Advisers in connection with the matters referred to in
this announcement, or otherwise.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities, or a solicitation of an offer to buy any
securities, pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.
This announcement does not comprise a prospectus or a prospectus equivalent
document.
The contents of this announcement do not amount to, and should not be
construed as, legal, tax, business or financial advice. If you are in any
doubt about the contents of this announcement, you should consult your own
legal adviser, tax adviser or financial adviser for legal, tax, business or
financial advice.
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.
Overseas jurisdictions
The release, publication or distribution of this announcement and the Scheme
Document into, in or from jurisdictions other than the United Kingdom and
Guernsey may be restricted by the laws of those jurisdictions. Persons who are
not resident in the United Kingdom or who are subject to the laws and/or
regulation of other jurisdictions should inform themselves of, and observe,
any applicable legal or regulatory requirements. In particular, the ability of
CTPT Shareholders who are not resident in the United Kingdom or Guernsey or
who are subject to the laws of another jurisdiction to participate in the
Acquisition or to vote their Scheme Shares in respect of the Scheme at the
Court Meeting, or to execute and deliver Forms of Proxy appointed another to
vote at the Court Meeting on their behalf, may be affected by the laws of the
relevant jurisdiction in which they are located or to which they are subject.
Any failure to comply with these restrictions or 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 Acquisition disclaim any responsibility or liability for the violation
of such requirements by any person.
Unless otherwise determined by LondonMetric, CTPT or required by the Code, and
permitted by applicable law and regulation, participation in the Acquisition
is not being 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 Acquisition by any such
use, means, instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this announcement and all documents
relating to the Acquisition 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 document, the Scheme Document and all
documents relating to the Acquisition (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 Acquisition.
This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement and for the purposes of complying with the laws of
Guernsey and the United Kingdom, the Code, the Listing Rules, the Disclosure
Guidance and Transparency Rules, and the rules of the London Stock Exchange
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 and regulations of any jurisdiction outside of the United Kingdom or
Guernsey. Nothing in this announcement, the Scheme Document or the documents
accompanying the Scheme Documents should be relied on for any other purpose.
The statements contained in this document are not to be construed as legal,
business, financial or tax advice. Overseas Shareholders should consult their
own legal and tax advisers with respect to the legal and tax consequences of
the Scheme. It is the responsibility of any person into whose possession this
announcement comes to satisfy themselves as to the full observance of the laws
of any relevant jurisdiction in connection with the Acquisition including the
obtaining of any governmental, exchange control or other consents which may be
required and/or compliance with other necessary formalities which are required
to be observed and the payment of any issue, transfer or other taxes or levies
due in such jurisdiction.
Further details in relation to Overseas Shareholders are contained in
paragraph 12 of Part 2 of the Scheme Document. All CTPT Shareholders or other
persons (including nominees, trustees and custodians) who would otherwise
intend to or may have a contractual or legal obligation to forward this
announcement, the Scheme Document and its accompanying Forms of Proxy to a
jurisdiction outside the UK and Guernsey should refrain from doing so and seek
appropriate professional advice before taking any action.
Further details in relation to Overseas Holders are contained in the Scheme
Document.
Notice to US shareholders
CTPT Shareholders in the United States should note that the Acquisition
relates to the securities of a Guernsey company with a listing on the London
Stock Exchange and is proposed to be effected by means of a scheme of
arrangement provided for under, and governed by, the Companies Law of
Guernsey. This announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in accordance with
the laws of Guernsey of the United Kingdom, the Code and UK disclosure
requirements, format and style, all of which differ from those in the United
States. 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 Acquisition is subject to the procedural and
disclosure requirements and practices applicable to a scheme of arrangement
involving a target company organised in Guernsey and listed on the London
Stock Exchange, which differ from the procedural and disclosure requirements
of the United States tender offer rules and proxy solicitation rules under the
US Exchange Act. If, in the future, LondonMetric exercises the right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the offer into the United States, the Acquisition will be made in compliance
with applicable United States laws and regulations. Such Takeover Offer would
be made by LondonMetric and no one else.
The financial information that is included in this announcement, the Scheme
Document or that may be included in any other documents relating to the
Acquisition, has been or will be prepared in accordance with IFRS and may not
be comparable to financial statements of companies in the United States or
other companies whose financial statements are prepared in accordance with US
generally accepted accounting principles.
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 any laws or with
any securities regulatory authority of any State or other jurisdiction of the
United States and may only be offered or sold in the United States in reliance
on an exemption from the registration requirements of the US Securities Act.
The New LondonMetric Shares are expected to be issued in reliance upon the
exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) thereof. CTPT Shareholders who are or will be affiliates
(as defined in Rule 144 under the US Securities Act) of LondonMetric or CTPT
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.
For the purpose of qualifying for the exemption from the registration
requirement of the US Securities Act afforded by Section 3(a)(10) thereunder,
CTPT will advise the Court that the Court's sanctioning of the Scheme will be
relied on by LondonMetric as an approval of the Scheme following a hearing on
the fairness of the terms and conditions of the Scheme to CTPT Shareholders at
which all CTPT Shareholders are entitled to appear in person or through
counsel to support or oppose the sanctioning of the Scheme and with respect to
which notification is given to all CTPT Shareholders.
None of the securities referred to in this announcement have been approved or
disapproved by the US Securities and Exchange Commission or any US state
securities commission, nor have any such authorities passed judgment upon the
fairness or the merits of the Acquisition or determined if this announcement
is accurate or complete. Any representation to the contrary is a criminal
offence in the United States.
US holders of CTPT 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 CTPT Shares
are urged to consult with independent professional advisors regarding the
legal, tax and financial consequences of the Acquisition applicable to them.
It may be difficult for US holders of CTPT Shares to enforce their rights and
claims arising out of US federal securities laws, since LondonMetric and CTPT
are organised 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, countries other than the United States. US holders
of CTPT 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 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 judgement.
In accordance with normal practice in the UK and Guernsey and consistent with
Rule 14e-5(b) of the US Exchange Act, LondonMetric, certain affiliated
companies and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, shares in CTPT outside the United
States, other than pursuant to the Acquisition, until the date on which the
Acquisition and/or the Scheme becomes Effective, lapses or is otherwise
withdrawn. If such purchases or arrangements to purchase were to be made they
would occur either in the open market at prevailing prices or in private
transactions at negotiated prices and comply with applicable law, including
the US Exchange Act. Any information about such purchases or arrangements to
purchase will be disclosed as required in the UK, will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
Further details in relation to US holders are contained in the Scheme
Document.
Forward-looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by LondonMetric or CTPT contain statements about
LondonMetric and/or CTPT and/or the Combined Group that are or may be deemed
to 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", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "hopes" "projects",
"continue", "schedule" 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 CTPT's or the Combined Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of government
regulation on LondonMetric's or CTPT'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 known and unknown risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely. These factors include, but are not
limited to, the satisfaction of or failure to satisfy all or any of the
conditions to the Acquisition, as well as additional factors, such as changes
in political and economic conditions, changes in the level of capital
investment, retention of key employees, changes in customer habits, success of
business and operating initiatives and restructuring objectives, the impact of
any acquisitions or similar transactions, changes in customers' strategies and
stability, competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates and the outcome of
any litigation.
Neither LondonMetric or CTPT, 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 CTPT 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 CTPT 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.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or of any
securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the tenth
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. (London time) on the tenth business
day following the announcement in which any securities exchange offeror is
first identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the offeree company
or of any securities exchange offeror must make a Dealing Disclosure if the
person deals in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(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 p.m. (London time) on the business day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a 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 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.
Publication on website
A copy of this announcement, the Scheme Document and the documents required to
be published pursuant to Rule 26 of the Code will be made available (subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions) free of charge, on CTPT's website at
www.ctpropertytrust.co.uk/offer and on LondonMetric's website at
www.londonmetric.com/investors/acquisition-ct-property-trust by no later than
12 noon on the Business Day following the publication of this announcement.
Save as expressly referred to in the Scheme Document, neither the contents of
these websites nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this announcement
and/or the Scheme Document.
Availability of hard copies
In accordance with Rule 30.3 of the Code, CTPT Shareholders and persons so
entitled may request a copy of the Scheme Document (and any information
incorporated into it by reference to another source) in hard copy form free of
charge. Such persons may also request that all future documents, announcements
and information to be sent to that person in relation to the Acquisition
should be in hard copy form.
If you would like to request a hard copy of this announcement or the Scheme
Document (or any information incorporated into it by reference) please contact
CTPT's registrar, Computershare at 13 Castle Street, St Helier, Jersey JE1
1ES, or by calling 0370 707 4040 or from overseas +44(0)370 707 4040. 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. and 5.30 p.m. (London time), Monday to
Friday (excluding public holidays in England and Wales). Please note that
Computershare cannot provide any financial, legal or tax advice. Calls may be
recorded and monitored for security and training purposes.
Scheme process
In accordance with Section 5 of Appendix 7 of the Code, CTPT will announce
through a Regulatory Information Service key events in the Scheme process
including the outcomes of the Meetings and the Sanction Hearing.
Unless otherwise consented to by the Court and the Panel, any modification or
revision to the Scheme will be made no later than the date which is 14 days
prior to the Meetings (or any later date to which such Meetings are
adjourned).
APPENDIX
Expected timetable of principal events
Event Time and/or date
Date of payment for CTPT Third Quarterly Interim Dividend 30 June 2023
Voting Record Time for the Court Meeting and General Meeting 6.00 p.m. on 14 July 2023 (1)
Latest time and date for receipt of the BLUE Form of Proxy or a CREST Proxy Instruction in respect of the Court Meeting 2.00 p.m. on 17 July 2023 (2)
Latest time and date for receipt of the PINK Form of Proxy or a CREST Proxy Instruction in respect of the General Meeting 2.15 p.m. on 17 July 2023 (3)
Court Meeting 2.00 p.m. on 18 July 2023
General Meeting 2.15 p.m. on 18 July 2023 (4)
The following dates and times are indicative only and are subject to change (5)
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, CTPT Shares 4 August 2023 (6)
Scheme Record Time 6.00 p.m. on 4 August 2023
Suspension of listing of CTPT Shares on the premium listing segment of the Official List and from trading on the Main Market 7.30 a.m. on 7 August 2023
Court hearing to sanction the Scheme 7 August 2023 (7)
Effective Date of the Scheme 7 August 2023
Cancellation of listing of, and trading in, the CTPT Shares by no later than 8.00 a.m. on 8 August 2023
New LondonMetric Shares issued to Scheme Shareholders by 8.00 a.m. on 8 August 2023
Admission and commencement of dealings in New LondonMetric Shares at or shortly after 8.00 a.m. on 8 August 2023
CREST accounts of Scheme Shareholders credited with New LondonMetric Shares at or shortly after 8.00 a.m. on 8 August 2023 but no later than 21 August 2023
Despatch of share certificates for New LondonMetric Shares (in respect of Scheme Shares held in certificated form) no later than 21 August 2023
Long Stop Date 24 November 2023 (8)
The Court Meeting and the General Meeting will each be held at the offices of Columbia Threadneedle Investments at Exchange House, Primrose Street, London EC2A 2NY.
1. If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the day which is two Business Days before the date set for such adjourned Meeting and only Scheme Shareholders (in the case of the Court Meeting) and CTPT Shareholders (in the case of the General Meeting) on the register of members at such time shall be entitled to attend and vote at the relevant Meeting(s).
1. It is requested that BLUE Forms of Proxy or CREST Proxy Instructions in respect of the Court Meeting be lodged at least 24 hours prior to the time appointed for the Court Meeting or, in the case of any adjournment, no later than 24 hours before the time fixed for the holding of the adjourned Court Meeting (in each case excluding any part of a day that is not a Business Day). BLUE Forms of Proxy that are not so lodged may be handed to the Chairman of the Court Meeting or the Company's registrar,
Computershare, before the start of the Court Meeting.
1. PINK Forms of Proxy or CREST Proxy Instructions in respect of the General Meeting must be lodged at least 24 hours prior to the time appointed for the General Meeting or, in the case of any adjournment, no later than 24 hours before the time fixed for the holding of the adjourned General Meeting (in each case excluding any part of a day that is not a Business Day). PINK Forms of Proxy that are not so lodged may NOT be handed to the Chairman of the General Meeting or the Company's registrar,
Computershare, before the start of the General Meeting.
1. Or as soon thereafter as the Court Meeting shall have been concluded or been adjourned.
1. These dates and times are indicative only, may be subject to change (including as a result of changes to the Court timetable) and will depend, amongst other matters, on the date upon which: (i) the Conditions are satisfied or (where applicable) waived; and (ii) the Court sanctions the Scheme. CTPT will give notice of any change(s) to this indicative timetable by issuing an announcement through a Regulatory Information Service and, if required by the Panel, posting notice(s) of the change(s) to CTPT
Shareholders and persons so entitled. All Scheme Shareholders have the right to attend the Sanction Hearing.
1. CTPT Shares will be disabled in CREST from 6.00 p.m. on such date.
1. A copy of the order of the Court which sanctions the Scheme must be filed with the Guernsey Registry within seven days after the date on which it is made.
1. This is the latest date by which the Scheme may become Effective unless CTPT and LondonMetric agree a later date (with the consent of the Panel and, if required, the permission of the Court).
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