LondonMetric CT Property Trust Ld - RECOMMENDED ALL-SHARE OFFER FOR CT PROPERTY TRUST
24/05/2023 07:00
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RNS Number : 4360A LondonMetric Property PLC 24 May 2023
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
24 May 2023
RECOMMENDED ALL-SHARE OFFER FOR
CT PROPERTY TRUST LIMITED ("CTPT")
BY
LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")
to be effected by means of a Court-sanctioned scheme of arrangement
under Part VIII of the Companies Law of Guernsey
Summary
· The boards of directors of LondonMetric and CTPT are pleased to
announce that they have reached agreement on the terms of a recommended
all-share offer pursuant to which LondonMetric will acquire the entire issued
and to be issued share capital of CTPT (the "Acquisition").
· Under the terms of the Acquisition, CTPT Shareholders will be
entitled to receive:
for each CTPT Share: 0.455 New LondonMetric Shares
· On the basis of the Closing Price per LondonMetric Share of 188.0
pence on 23 May 2023 (the "Latest Practicable Date"), the Acquisition values
each CTPT Share at 85.5 pence and the entire issued and to be issued ordinary
share capital of CTPT at approximately £198.6 million.
· The Acquisition represents:
o a premium of approximately 34.3 per cent. to the Closing Price per CTPT
Share of 63.7 pence on the Latest Practicable Date;
o a premium of approximately 33.2 per cent. to the three-month volume
weighted average price per CTPT Share of 64.2 pence (being the volume weighted
average Closing Price for the three-month period ended on the Latest
Practicable Date); and
o on a NTA-for-NTA basis, a discount of approximately 6.3 per cent. to
CTPT's last reported EPRA NTA per CTPT Share of 96.6 pence as at 31 March 2023
based on LondonMetric's last reported EPRA NTA per LondonMetric Share of 198.9
pence as at 31 March 2023.
· Following completion of the Acquisition, existing LondonMetric
Shareholders will hold approximately 90.3 per cent. and CTPT Shareholders will
hold approximately 9.7 per cent. of the enlarged issued share capital of
LondonMetric.
· It is intended that the Acquisition will be effected by means of a
Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of
Guernsey (the "Scheme").
Background to, and reasons for, the Acquisition
· LondonMetric is a FTSE 250 listed internally managed "UK-REIT" that
owns one of the UK's leading listed logistics platforms alongside a
grocery-led long income portfolio and has a market capitalisation of £1,848.0
million as at the Latest Practicable Date. As at 31 March 2023, it owns
approximately £3.0 billion of real estate assets across a 16.1 million sq.
ft. portfolio generating £145.2 million per annum of contracted rental
income. LondonMetric's last reported NTA per LondonMetric Share was 198.9
pence as at 31 March 2023. LondonMetric's objective is to own and manage
desirable real estate that meets occupiers' demands, delivers reliable,
repetitive and growing income-led returns and outperforms over the long term.
· The boards of both CTPT and LondonMetric believe that the Acquisition
will have compelling strategic and financial rationale for shareholders in
both LondonMetric and CTPT. In particular:
- both companies have complementary and high quality property
portfolios with a similar focus on income and income growth;
- the Acquisition will create a larger and more resilient Combined
Group with gross property assets (including shares in joint ventures) of
approximately £3.3 billion, comprising 71.5 per cent. distribution and
industrial assets, resulting in a combined property portfolio of 313
properties with greater income diversification and total contracted rental
income of £163.4 million per annum;
- by combining the two complementary property portfolios,
LondonMetric anticipates that it will be able to unlock operational synergies
and accelerate identified asset management opportunities; and
- the Acquisition is expected to be earnings accretive for the
Combined Group through economies of scale and cost efficiencies with rental
reversion and portfolio initiatives expected to deliver further benefits which
are expected to lead to dividend progression over the medium term building on
LondonMetric's eight year track record of dividend growth( )(1 ).
________________________
( )(1 ) The statement that the Acquisition is expected to be
earnings accretive is not intended as a profit forecast and should not be
construed as such and is not subject to the requirements of Rule 28 of the
Takeover Code. The statement should not be interpreted to mean that the
earnings per share in any future fiscal period will necessarily match or be
greater than those for the relevant preceding financial period.
· This Announcement contains property valuations supported by
valuation reports for CTPT and LondonMetric as at 31 March 2023 pursuant to
the requirements of Rule 29 of the Takeover Code.
Background to and reasons for the CTPT Directors recommendation
· IRP Property Investments Limited ("IRP") merged with ISIS Property
Trust Limited ("IPT") in April 2013 to form CTPT, then named F&C UK Real
Estate Investments Limited. CTPT is an externally managed UK-REIT that invests
principally in three UK commercial property sectors: (i) industrials,
logistics and distribution; (ii) retail (including retail warehouses); and
(iii) offices.
· As at 31 March 2023, CTPT's property portfolio comprised 34
properties valued at approximately £288.3 million, 56.0 per cent. of which
comprised industrials, logistics and distribution assets, 21.9 per cent.
retail warehousing, 15.7 per cent. offices and 6.4 per cent. high street
retail assets. CTPT also had approximately £30.8 million of cash available as
at 31 March 2023.
· CTPT has generated a NTA total return of 99.4 per cent. over the
approximately ten-year time horizon since the merger of IRP and IPT.
· However, despite the performance of the underlying portfolio, CTPT,
along with other diversified UK-REITs, faces a number of headwinds. CTPT is
seen as being sub-scale and not sufficiently differentiated to attract new
long-term investors and therefore has traded at a double digit discount to NTA
for a number of years now.
· CTPT Shares have traded at an average discount to NTA of 25.3 per
cent. in the last five years and based on the Closing Price per CTPT Share on
the Latest Practicable Date were trading at a 34.1 per cent. discount to NTA.
· The board of CTPT believes that, in the context of the material and
persistent discount to NTA at which the CTPT Shares continue to trade, CTPT is
unlikely in the short to medium term to overcome the challenges it faces as an
independent UK-REIT.
· The CTPT Directors have therefore considered a number of options and
concluded that the Acquisition will address the issues of CTPT's scale and
liquidity whilst offering CTPT Shareholders continued exposure to a
complementary and high quality property portfolio via a large UK-REIT that has
a strong record of paying growing and covered dividends.
· As such, following careful consideration, the CTPT Directors intend
to recommend unanimously the Acquisition to CTPT Shareholders. The CTPT
Directors considered the following in arriving at this decision:
· Based on the Closing Prices on the Latest Practicable Date, the
Acquisition implies an offer price of 85.5 pence per CTPT Share which
represents:
o a premium of approximately 34.3 per cent. to the Closing Price per CTPT
Share of 63.7 pence on the Latest Practicable Date;
o a premium of approximately 33.2 per cent. to the three-month volume
weighted average price per CTPT Share of 64.2 pence (being the volume weighted
average Closing Price for the three-month period ended on the Latest
Practicable Date); and
o on an NTA-for-NTA basis, a discount of approximately 6.3 per cent. to
CTPT's last reported EPRA NTA per CTPT Share of 96.6 pence as at 31 March 2023
based on LondonMetric's last reported EPRA NTA per LondonMetric Share of 198.9
pence as at 31 March 2023;
· the Acquisition provides CTPT Shareholders with the opportunity
to remain invested through the Combined Group, and benefit from a company:
o which has traded at an average premium to EPRA NTA of 11.7 per cent. over
the five year period to 31 March 2023 and which, as at the Latest Practicable
Date is trading at a 5.5 per cent. discount to its last reported EPRA NTA per
LondonMetric Share of 198.9 pence as at 31 March 2023;
o over the ten year period to 31 March 2023, LondonMetric has delivered a
total accounting return of 156.0 per cent.; and
o in respect of its financial year ended 31 March 2023, has declared total
dividends of 9.5 pence per LondonMetric Share, with dividend cover of 109 per
cent., and since 2013 LondonMetric has paid a total of 87.0 pence of dividends
to its shareholders;
· CTPT Shareholders will benefit from LondonMetric's enhanced
scale, enjoying (i) better and cheaper access to financing, (ii) an internal
management structure with strong alignment to the performance of the Combined
Group resulting from significant executive share ownership, (iii) an efficient
cost structure with a low EPRA cost ratio and (iv) significantly improved
liquidity in the trading of its shares; and
· the Acquisition provides CTPT Shareholders the opportunity to
crystallise a significant premium to the CTPT Share price whilst remaining
invested in an independent UK-REIT as part of a larger Combined Group which
will continue to focus on delivering enhanced income led total returns for its
shareholders in accordance with LondonMetric's objective.
Recommendation
· 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 Takeover Code.
· Accordingly, the CTPT Directors intend to recommend unanimously that
CTPT Shareholders vote in favour of the Scheme at the Court Meeting and vote
in favour of the CTPT Resolution at the CTPT General Meeting (or, in the event
that the Acquisition is implemented by way of a Takeover Offer, to accept or
procure acceptance of the Takeover Offer), and have irrevocably undertaken to
do so in respect of their own beneficial holdings totalling in aggregate
211,689 CTPT Shares, representing approximately 0.1 per cent. of the issued
share capital of CTPT as at the Latest Practicable Date.
Irrevocable undertakings
· In addition to the irrevocable undertakings given by the CTPT
Directors as set out above, LondonMetric has received irrevocable undertakings
to vote in favour of the Scheme at the Court Meeting, and in favour of the
CTPT Resolution to be proposed at the CTPT General Meeting (or, in the event
that the Acquisition is implemented by way of a Takeover Offer, to accept or
procure acceptance of the Takeover Offer), from TR Property Investment Trust
plc and Ravenscroft Limited in respect of, in aggregate, 26,284,331 CTPT
Shares representing approximately 11.3 per cent. of CTPT's issued share
capital as at the Latest Practicable Date.
· LondonMetric has therefore received irrevocable undertakings from the
CTPT Directors and certain other CTPT Shareholders in respect of, in
aggregate, 26,496,020 CTPT Shares representing approximately 11.4 per cent. of
CTPT's issued share capital as at the Latest Practicable Date.
· Further details of the irrevocable undertakings given to LondonMetric
(and the circumstances in which such arrangements will cease to be binding or
otherwise fall away) are set out in Appendix 3 to this Announcement.
Dividends
· On 24 May 2023, CTPT announced its third quarterly interim dividend
in respect of the year ending 30 June 2023 (the "CTPT Third Quarterly Interim
Dividend") of 1.0 pence per CTPT Share. The CTPT Third Quarterly Interim
Dividend is due to be paid on 30 June 2023 to CTPT Shareholders on the
register of members on 16 June 2023. CTPT Shareholders will be entitled to
receive and retain the CTPT Third Quarterly Interim Dividend in full.
· On 24 May 2023, LondonMetric announced a fourth quarterly dividend
for the year ended 31 March 2023 of 2.6 pence per LondonMetric Share (the
"LondonMetric Fourth Quarterly Dividend"). On the basis of the expected
dividend payment timetable only existing LondonMetric Shareholders will be
entitled to receive and retain the LondonMetric Fourth Quarterly Dividend.
· Other than the CTPT Third Quarterly Interim Dividend (or any other
permissible dividends as described in paragraph 9 below), if any dividend or
other distribution is authorised, declared, made or paid in respect of CTPT
Shares on or after the date of this Announcement and with a record date on or
before the Effective Date, LondonMetric reserves the right to reduce the
consideration payable for each CTPT Share under the Acquisition accordingly by
reference to the amount per CTPT Share of all or part of any such dividend or
other distribution.
Timetable and conditions
· It is intended that the Acquisition will be implemented by way of a
Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of
Guernsey. However, subject to the Panel's consent, LondonMetric reserves the
right to elect to implement the Acquisition by way of a Takeover Offer.
· The Acquisition will be put to CTPT Shareholders at the Court Meeting
and at the CTPT General Meeting. In order to become Effective, the Scheme must
be approved by a majority in number of Scheme Shareholders voting at the Court
Meeting, either in person or by proxy, representing at least 75 per cent. in
value of the Scheme Shares voted by Scheme Shareholders at the Court Meeting.
In addition, a special resolution to approve all actions necessary for
carrying the Scheme into effect and the adoption of the Amended CTPT Articles
must be passed by CTPT Shareholders representing at least 75 per cent. of the
votes cast on that resolution at the CTPT General Meeting.
· The Acquisition will be made in accordance with the Takeover Code and
on the terms and subject to the Conditions which are set out in Appendix 1 to
this Announcement and on the further terms and conditions that will be set out
in the Scheme Document.
· It is expected that the Scheme Document, containing further
information about the Acquisition and notices of the Court Meeting and the
CTPT General Meeting, together with the Forms of Proxy will be published as
soon as practicable and, in any event, within 28 days of this Announcement,
unless CTPT and LondonMetric otherwise agree, and the Panel consents, to a
later date. It is expected that the Scheme will become Effective by early July
2023, subject to the satisfaction of the Conditions and the further terms set
out in Appendix 1 to this Announcement and to the full terms and conditions
of the Acquisition which will be set out in the Scheme Document.
Commenting on the Acquisition, Davina Walter, Chairman of CTPT, said:
"Our Company's investment strategy has delivered strong portfolio returns for
shareholders since the merger of IRP Property Investments Limited and ISIS
Property Trust Limited in April 2013. Our manager, Columbia Threadneedle, has
built an attractive UK commercial property portfolio and pivoted the balance
of the portfolio in recent years to a high industrials weighting, reflecting
our conviction in the ongoing strong occupier demand in the sector.
"LondonMetric also has a portfolio with a high exposure to the industrials
sector and a proven track record in delivering returns from this asset class.
The portfolio fit is compelling.
"Despite the progress made in pivoting the portfolio, excellent long term
portfolio performance and regular dividend payments, CTPT has traded at a
double digit discount to NAV for a number of years. We believe this is
reflective of our small size and external market conditions.
"This Acquisition by LondonMetric allows our shareholders to benefit from
being exposed to an enlarged UK-REIT with an approximately £3 billion
property portfolio, continuously growing dividends and an outstanding track
record of shareholder value creation. The Acquisition also represents a
compelling premium to the CTPT Share Price. We therefore recommend the
Acquisition to shareholders."
Commenting on the Acquisition, Patrick Vaughan, Chairman of LondonMetric,
said:
"We believe the Acquisition is compelling for both CTPT and LondonMetric
Shareholders. The CTPT management team has assembled a high quality platform
of complementary assets, diversified by tenant base and geography and with
significant reversionary potential.
"The Acquisition grows the Combined Group's exposure to the winning sectors of
urban logistics and long income, underpinned by evolving consumer demand and
delivering strong rental growth.
"In the current interest rate environment, we believe resilient cash flows,
scale and liquidity will be the defining characteristics that differentiate
the winners and the losers. The income and income growth characteristics of
the CTPT portfolio, combined with select asset management opportunities,
should enhance our total return focus, whilst enabling us to drive earnings
optimisation and maintain our progressive dividend policy."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement and its Appendices. The Acquisition will be subject
to the Conditions and further terms set out in Appendix 1 to this
Announcement and to the full terms and conditions which will be set out in the
Scheme Document. Appendix 2 to this Announcement contains the sources of
information and bases of calculation of certain information contained in this
Announcement. Appendix 3 to this Announcement contains a summary of the
irrevocable undertakings received in relation to the Acquisition. Property
valuation reports for CTPT and LondonMetric (each as at 31 March 2023) are set
out in Appendix 4 to this Announcement pursuant to Rule 29 of the Takeover
Code. Appendix 5 to this Announcement contains definitions of certain
expressions used in this summary and in this Announcement.
Enquiries:
LondonMetric Property plc Tel: +44 (0) 20 7484 9000
Andrew Jones, Chief Executive
Martin McGann, Finance Director
Gareth Price, Head of Investor Relations & Sustainability
Peel Hunt LLP (Financial Adviser and Joint Broker to LondonMetric) Tel: +44 (0) 20 7418 8900
Capel Irwin
Carl Gough
Michael Nicholson
Henry Nicholls
Edward Lowe
J.P. Morgan Cazenove (Financial Adviser and Joint Broker to LondonMetric) Tel: +44 (0) 20 7742 4000
Ashish Agrawal
Jonty Edwards
Dipayan Chakraborty
Barclays Bank PLC (Financial Adviser and Joint Broker to LondonMetric) Tel: +44 (0) 20 7623 2323
Bronson Albery
Tom Macdonald
Callum West
FTI Consulting (PR Adviser to LondonMetric) Tel: +44 (0) 20 3727 1000
Dido Laurimore
Richard Gotla
Andrew Davis
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 Tel: +44 (0) 20 7886 2500
Broker to CTPT)
Sapna Shah
Tom Scrivens
Atholl Tweedie
Ashwin Kholi
Dickson Minto Advisers (Joint Financial Adviser to CTPT) Tel: +44 (0) 20 7649 6823
Douglas Armstrong
Buchanan (PR Adviser to CTPT)
Helen Tarbet Tel: +44 (0) 7872 604 453
Henry Wilson Tel: +44 (0) 7788 528 143
Hannah Ratcliff Tel: +44 (0) 7825 292 022
CMS Cameron McKenna Nabarro Olswang LLP is retained as UK legal adviser to
LondonMetric. Dickson Minto is retained as UK legal adviser to CTPT.
Important notices
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"), is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as
joint financial adviser and corporate broker exclusively to LondonMetric and
no one else in connection with the Acquisition and will not regard any other
person as its client in relation to the Acquisition 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 Acquisition or any other matter or
arrangement referred to herein.
Barclays Bank PLC ("Barclays"), acting through its investment bank, which is
authorised by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting exclusively as financial adviser and corporate broker to
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 this announcement.
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 is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful. The Acquisition will be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way 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 Acquisition, including details of how to vote
in respect of the resolutions proposed in connection with the Acquisition. Any
vote, approval, decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in the Scheme
Document (or any other document by which the Acquisition is made by way of a
Takeover Offer).
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
CTPT Shareholders should not make any investment decision in relation to the
Acquisition or New LondonMetric Shares except on the basis of the Scheme
Document (or any other document by which the Acquisition is made by way of a
Takeover Offer. CTPT and LondonMetric urge CTPT Shareholders to read the whole
of the Scheme Document when it becomes available because it will contain
important information relating to the Acquisition.
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.
Overseas shareholders
This Announcement has been prepared for the purpose of complying with Guernsey
law, English law, the Takeover Code, the Market Abuse Regulation, the
Disclosure Guidance and Transparency Rules and the Listing Rules and
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 or Guernsey. Nothing in this
Announcement 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 or
Guernsey may be restricted by the laws and/or regulations of those
jurisdictions and therefore persons into whose possession this Announcement
comes who are subject to the laws and/or regulations of any jurisdiction other
than the United Kingdom or Guernsey should inform themselves about and observe
any such applicable laws and/or regulations in their jurisdiction. In
particular, the ability of persons who are not resident in the United Kingdom
or Guernsey to vote their CTPT Shares with respect to 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 jurisdiction in
which they are located. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document. Any failure to comply with any such
restrictions may constitute a violation of the securities laws 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 restrictions by any person.
Unless otherwise determined by LondonMetric or required by the Takeover Code,
and permitted by applicable law and regulation, the Acquisition will not be
made, and the New LondonMetric Shares to be issued pursuant to the Acquisition
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 Scheme by any such use,
means, instrumentality or form from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this Announcement and 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 Announcement 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 where to do so would violate the laws in that jurisdiction. If
the Acquisition is implemented by a Takeover Offer (unless otherwise permitted
by applicable law or 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, email 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 or
within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
Additional information for US investors
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
Guernsey law, English law, the Takeover 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 or that may be
included in the Scheme Document, or any other documents relating to the
Acquisition, have 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 as will be further described in the Scheme
Document.
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 Securities 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 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 United Kingdom, 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 investors will be 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.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per share or dividend per share for
LondonMetric, CTPT or the Combined Group, as appropriate, for the current or
future financial periods would necessarily match or exceed the historical
published earnings or earnings per share or dividend per share for
LondonMetric, CTPT or the Combined Group, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 pm (London time) on the 10th Business Day (as defined in the
Takeover Code) following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th Business Day
(as defined in the Takeover Code) 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 Takeover 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 pm (London time) on the Business Day (as defined in
the Takeover Code) 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 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk (http://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.
Right to switch to a Takeover Offer
LondonMetric reserves the right to elect, with the consent of the Panel, to
implement the Acquisition by way of a Takeover Offer for the entire issued and
to be issued ordinary share capital of CTPT as an alternative to the Scheme.
In such an event, the Takeover Offer will be implemented on the same terms or,
if LondonMetric so decides, on such other terms being no less favourable
(subject to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to in Part B
of Appendix 1 to this Announcement.
Publication of this Announcement on websites and availability of hard copies
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 CTPT's website at www.ctpropertytrust.co.uk/offer
and LondonMetric's website at
https://www.londonmetric.com/investors/acquisition-ct-property-trust 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, CTPT Shareholders and
persons with information rights may request a hard copy of this Announcement
by contacting CTPT's registrars, Computershare Investor Services, or by
calling (0) 1534 281 856 or from overseas +44 (0) 1534 281856. 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
Computershare Limited 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
Acquisition 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.
Information relating to CTPT Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by CTPT Shareholders, persons with information rights and other
relevant persons for the receipt of communications from CTPT may be provided
to LondonMetric during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an exact arithmetic aggregation of the figures that precede
them.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, LondonMetric confirms that,
as at the Latest Practicable Date, it had 982,968,464 ordinary shares of 10
pence each in issue and admitted to trading on the London Stock Exchange and
no shares held in treasury. The International Securities Identification Number
("ISIN") of the LondonMetric Shares is GB00B4WFW713.
For the purposes of Rule 2.9 of the Takeover Code, CTPT confirms that, as at
the Latest Practicable Date, it had 232,130,539 ordinary shares of 1 penny
each in issue and admitted to trading on the London Stock Exchange and
8,575,000 shares held in treasury. The ISIN of the CTPT Shares is
GB00B012T521.
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
24 May 2023
RECOMMENDED ALL-SHARE ACQUISITION
OF
CT PROPERTY TRUST LIMITED ("CTPT")
BY
LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")
to be effected by means of a Court-sanctioned scheme of arrangement
under Part VIII of the Companies Law of Guernsey
1. Introduction
The boards of directors of LondonMetric and CTPT are pleased to announce that
they have reached agreement on the terms of a recommended all-share offer
pursuant to which LondonMetric will acquire the entire issued and to be issued
share capital of CTPT (the "Acquisition").
The Acquisition is intended to be implemented by means of a Court-sanctioned
scheme of arrangement between CTPT and the Scheme Shareholders under Part VIII
of the Companies Law of Guernsey.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix 1 to this Announcement and to be set out
in the Scheme Document, CTPT Shareholders will be entitled to receive:
for each CTPT Share: 0.455 New LondonMetric Shares
On the basis of the Closing Price per LondonMetric Share of 188.0 pence on 23
May 2023, the Acquisition values each CTPT Share at 85.5 pence and the entire
issued and to be issued ordinary share capital of CTPT at approximately
£198.6 million.
The Acquisition represents:
· a premium of approximately 34.3 per cent. to the Closing Price per
CTPT Share of 63.7 pence on the Latest Practicable Date;
· a premium of approximately 33.2 per cent. to the three-month volume
weighted average price per CTPT Share of 64.2 pence (being the volume weighted
average Closing Price for the three-month period ended on the Latest
Practicable Date); and
· on an NTA-for- NTA basis, a discount of approximately 6.3 per cent.
to CTPT's last reported EPRA NTA per CTPT Share of 96.6 pence as at 31 March
2023 based on LondonMetric's last reported EPRA NTA per LondonMetric Share of
198.9 pence as at 31 March 2023.
Following completion of the Acquisition, existing LondonMetric Shareholders
will hold approximately 90.3 per cent. and CTPT Shareholders will hold
approximately 9.7 per cent. of the enlarged issued share capital of
LondonMetric.
Appendix 4 to this Announcement contains property valuations supported by
valuation reports for CTPT and LondonMetric as at 31 March 2023 pursuant to
the requirements of Rule 29 of the Takeover Code. These property valuation
reports will be reproduced in full in the Scheme Document.
Expected Timetable
It is expected that the Scheme Document will be published as soon as
practicable and, in any event, within 28 days of this Announcement, unless
CTPT and LondonMetric otherwise agree, and the Panel consents, to a later
date. It is expected that the Court Meeting and the CTPT General Meeting will
be held in or around early July 2023 and that, subject to the satisfaction of
the Conditions and the further terms set out in Appendix 1 to this
Announcement and to be set out in full in the Scheme Document, the Scheme is
expected to become Effective by early July 2023.
3. Background to and reasons for the Acquisition
LondonMetric is a FTSE 250 listed internally managed UK-REIT that owns one of
the UK's leading listed logistics platforms alongside a grocery-led long
income portfolio and has a market capitalisation of £1,848.0 million as at
the Latest Practicable Date. As at 31 March 2023, it owns approximately £3.0
billion of real estate assets across a 16.1 million sq. ft. portfolio
generating £145.2 million per annum of contracted rental income.
LondonMetric's last reported EPRA NTA per LondonMetric Share was 198.9 pence
as at 31 March 2023. LondonMetric's objective is to own and manage desirable
real estate that meets occupiers' demands, delivers reliable, repetitive and
growing income-led returns and outperforms over the long term.
The boards of both CTPT and LondonMetric believe that the Acquisition will
have compelling strategic and financial rationale for shareholders in both
LondonMetric and CTPT. In particular:
· both companies have complementary and high quality property
portfolios with a similar focus on income and income growth;
· the Acquisition will create a larger and more resilient Combined
Group with gross property assets (including shares in joint ventures) of
approximately £3.3 billion, comprising 71.5 per cent. distribution and
industrial assets, resulting in a combined property portfolio of 313
properties with greater income diversification and total contracted rental
income of £163.4 million per annum;
· by combining the two complementary property portfolios,
LondonMetric anticipates that it will be able to unlock operational synergies
and accelerate identified asset management opportunities;
· the Acquisition is expected to be earnings accretive for the
Combined Group through economies of scale and cost efficiencies with rental
reversion and portfolio initiatives expected to deliver further benefits which
will lead to dividend progression over the medium term building on
LondonMetric's eight year track record of dividend growth( )(1 ); and
________________________
( )(1 ) The statement that the Acquisition is expected to be
earnings accretive is not intended as a profit forecast and should not be
construed as such and is not subject to the requirements of Rule 28 of the
Takeover Code. The statement should not be interpreted to mean that the
earnings per share in any future fiscal period will necessarily match or be
greater than those for the relevant preceding financial period.
· the Combined Group will continue to operate with a conservative
level of leverage and should benefit from more favourable financing
arrangements in the future.
4. Recommendation
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 Takeover Code.
For the reasons set out below, the CTPT Directors intend to recommend
unanimously that CTPT Shareholders vote in favour of the Scheme at the Court
Meeting and vote in favour of the CTPT Resolution at the CTPT General Meeting
(or, in the event that the Acquisition is implemented by way of a Takeover
Offer, to accept or procure acceptance of the Takeover Offer), and have
irrevocably undertaken to do so in respect of their own beneficial holdings
totalling in aggregate 211,689 CTPT Shares, representing approximately 0.1 per
cent. of the issued share capital of CTPT as at the Latest Practicable Date.
5. Background to and reasons for the recommendation from the CTPT Directors
IRP merged with IPT in April 2013 to form CTPT, then named F&C UK Real
Estate Investments Limited. CTPT is an externally managed UK-REIT that invests
principally in three UK commercial property sectors: (i) industrials,
logistics and distribution; (ii) retail (including retail warehouses); and
(iii) offices.
As at 31 March 2023, CTPT's property portfolio comprised 34 properties valued
at approximately £288.3 million, 56.0 per cent. of which comprised
industrials, logistics and distribution assets, 21.9 per cent. retail
warehousing, 15.7 per cent. offices and 6.4 per cent. high street retail
assets. CTPT also had approximately £30.8 million of cash available as at 31
March 2023.
CTPT has generated a NTA total return of 99.4 per cent. over the approximately
ten-year time horizon since the merger of IRP and IPT.
However, despite the performance of the underlying portfolio, CTPT, along with
other diversified REITs faces a number of headwinds. CTPT is seen as being
sub-scale and not sufficiently differentiated to attract new long-term
investors and therefore CTPT's shares have traded at a double digit discount
to NTA for a number of years now.
The CTPT Shares have traded at an average discount to NTA of 25.3 per cent. in
the last five years and based on the Closing Price of CTPT Shares on the
Latest Practicable Date were trading a 34.1 per cent. discount to NTA.
The board of CTPT believes that, in the context of the material and persistent
discount to NTA at which the CTPT Shares continue to trade, CTPT is unlikely
in the short to medium term to overcome the challenges it faces as an
independent UK-REIT.
The CTPT Directors have therefore considered a number of options and concluded
that the Acquisition will address the issues of CTPT's scale and liquidity
whilst offering CTPT Shareholders continued exposure to a complementary and
high quality property portfolio via a large UK-REIT that has a strong record
of paying growing and covered dividends.
As such, following careful consideration, the CTPT Directors intend to
unanimously recommend the Acquisition to CTPT Shareholders. The CTPT Directors
considered the following in arriving at this decision:
· based on Closing Prices on the Latest Practicable Date, the
Acquisition implies an offer price of 85.5 pence per CTPT Share which
represents:
o a premium of approximately 34.3 per cent. to the Closing Price per CTPT
Share of 63.7 pence on the Latest Practicable Date;
o a premium of approximately 33.2 per cent. to the three-month volume
weighted average price per CTPT Share of 64.2 pence (being the volume weighted
average Closing Price for the three-month period ended on the Latest
Practicable Date); and
o on a NTA-for-NTA basis, a discount of approximately 6.3 per cent. to
CTPT's last reported EPRA NTA per CTPT Share of 96.6 pence as at 31 March 2023
based on LondonMetric's last reported EPRA NTA per LondonMetric Share of 198.9
pence as at 31 March 2023.
· the Acquisition provides CTPT Shareholders with the opportunity
to remain invested through the Combined Group, and benefit from a company:
o which has traded at an average premium to EPRA NTA of 11.7 per cent. over
the five year period to 31 March 2023 and which, as at the Latest Practicable
Date, is trading at a 5.5 per cent. discount to its last reported EPRA NTA per
LondonMetric Share of 198.9 pence as at 31 March 2023;
o over the ten year period to 31 March 2023, LondonMetric has delivered a
total accounting return of 156.0 per cent.; and
o in respect of its financial year ended 31 March 2023, LondonMetric
declared total dividends of 9.5 pence per LondonMetric Share, with dividend
cover of 109 per cent., and since 2013 LondonMetric has paid a total of 87.0
pence of dividends to its shareholders;
· CTPT Shareholders will benefit from LondonMetric's enhanced
scale, enjoying (i) better and cheaper access to financing, (ii) an internal
management structure with strong alignment to the performance of the Combined
Group resulting from significant executive share ownership, (iii) an efficient
cost structure with a low EPRA cost ratio and (iv) significantly improved
liquidity in the trading of its shares; and
· the Acquisition provides CTPT Shareholders the opportunity to
crystallise a significant premium to the CTPT share price whilst remaining
invested in an independent UK-REIT as part of a larger Combined Group which
will continue to focus on delivering enhanced income led total returns for its
shareholders in accordance with LondonMetric's objective.
6. Irrevocable undertakings
LondonMetric has received irrevocable undertakings from each of the CTPT
Directors who are interested in CTPT Shares to vote in favour of the Scheme at
the Court Meeting and vote in favour of the CTPT Resolution to be proposed at
the CTPT General Meeting (or, in the event that the Acquisition is implemented
by way of a Takeover Offer, to accept or procure acceptance of the Takeover
Offer), in respect of, in aggregate, 211,689 CTPT Shares representing
approximately 0.1 per cent. of the issued share capital of CTPT as at the
Latest Practicable Date.
In addition to the irrevocable undertakings given by the CTPT Directors as set
out above, LondonMetric has received irrevocable undertakings to vote in
favour of the Scheme at the Court Meeting, and in favour of the CTPT
Resolution to be proposed at the CTPT General Meeting (or, in the event that
the Acquisition is implemented by way of a Takeover Offer, to accept or
procure acceptance of the Takeover Offer), from TR Property Investment Trust
plc and Ravenscroft Limited in respect of, in aggregate, 26,284,331 CTPT
Shares representing approximately 11.3 per cent. of CTPT's issued share
capital as at the Latest Practicable Date.
LondonMetric has therefore received irrevocable undertakings from the CTPT
Directors and certain other CTPT shareholders in respect of, in aggregate,
26,496,020 CTPT Shares representing approximately 11.4 per cent. of CTPT's
issued share capital as at the Latest Practicable Date.
Further details of the irrevocable undertakings given to LondonMetric (and the
circumstances in which such arrangements will cease to be binding or otherwise
fall away) are set out in Appendix 3 to this Announcement.
7. Information on LondonMetric
LondonMetric is a public limited company incorporated in England and Wales and
is the holding company of the LondonMetric Group. The LondonMetric Group was
formed out of a merger between London & Stamford Property Plc and Metric
Property Investments Plc, which completed on 25 January 2013 and is a UK-REIT
that invests in commercial property, namely distribution, convenience and long
income property in the UK. The LondonMetric Group's objective is to own and
manage desirable real estate that can deliver reliable, repetitive and growing
income-led total returns and outperform over the long term.
As at the Latest Practicable Date, LondonMetric had a market capitalisation of
£1,848.0 million and, as at 31 March 2023, had net assets of £1,995.2
million and an EPRA NTA per LondonMetric Share of 198.9 pence. LondonMetric's
property valuations, supported by valuation reports pursuant to the
requirements of Rule 29 of the Takeover Code, have been published in this
Announcement and will be reproduced in the Scheme Document.
LondonMetric's Shares have traded at an average premium to NTA of 11.7 per
cent. over the five year period to 31 March 2023 and it has an eight year
track record of uninterrupted dividend growth.
8. Information on CTPT
CTPT is a non-cellular company incorporated in Guernsey. Formed out of the
merger between IRP and IPT, which completed on 11 April 2013, CTPT is a
UK-REIT that invests principally in three UK commercial property sectors: (i)
industrials, logistics and distribution; (ii) retail (including retail
warehouses); and (iii) offices. CTPT's investment objective is to deliver an
attractive level of income together with the potential for income and capital
growth from investing in a diversified UK commercial property portfolio.
As at the Latest Practicable Date, CTPT had a market capitalisation of £147.9
million and, as at 31 March 2023, had unaudited net assets of £224.3 million
and an EPRA NTA per CTPT Share of 96.6 pence. CTPT's property valuations,
supported by valuation reports pursuant to the requirements of Rule 29 of the
Takeover Code, have been published in this Announcement and will be reproduced
in the Scheme Document. As at 31 December 2022, the Wider CTPT Group had
consolidated gross assets of £321 million and net assets of £221 million,
and in the year to 30 June 2022 the Wider CTPT Group made a consolidated
profit of £83.4 million.
9. Dividends
CTPT dividends
On 24 May 2023, CTPT announced its third quarterly interim dividend in respect
of the year ending 30 June 2023 (the "CTPT Third Quarterly Interim Dividend")
of 1.0 pence per CTPT Share. The CTPT Third Quarterly Interim Dividend is due
to be paid on 30 June 2023 to CTPT Shareholders on the register of members on
16 June 2023. CTPT Shareholders will be entitled to receive and retain the
CTPT Third Quarterly Interim Dividend in full.
In addition, if (i) the Effective Date has not occurred by the Long-stop Date
and (ii) the Long-stop Date is extended beyond CTPT's customary quarterly
dividend record date, CTPT Shareholders will also be entitled to receive and
retain any quarterly dividend announced, declared or paid by CTPT in respect
of such period in the ordinary course. Any dividend that is permissible under
this criteria is a "CTPT Permitted Dividend".
Other than the CTPT Third Quarterly Interim Dividend and any CTPT Permitted
Dividend, if any dividend or other distribution is authorised, declared, made
or paid in respect of CTPT Shares on or after the date of this Announcement
and with a record date on or before the Effective Date, LondonMetric reserves
the right to reduce the consideration payable for each CTPT Share under the
Acquisition accordingly by reference to the amount per CTPT Share of all or
part of any such dividend or other distribution.
To the extent that such a dividend or distribution has been declared but not
paid prior to the Effective Date, and such dividend or distribution is
cancelled, then the consideration payable for each CTPT Share under the
Acquisition shall not be subject to change in accordance with this paragraph.
Any exercise of rights referred to in this paragraph shall be the subject of
an announcement and, for the avoidance of doubt, shall not be regarded as
constituting any revision or variation of the terms of the Acquisition.
LondonMetric dividends
On 24 May 2023, LondonMetric announced a fourth quarterly dividend for the
year ended 31 March 2023 of 2.6 pence per LondonMetric Share (the
"LondonMetric Fourth Quarterly Dividend"). On the basis of the expected
dividend payment timetable only existing LondonMetric Shareholders will be
entitled to receive and retain the LondonMetric Fourth Quarterly Dividend.
In addition, if (i) the Effective Date has not occurred by the Long-stop Date
and (ii) the Long-stop Date is extended beyond LondonMetric's customary
quarterly dividend record date, LondonMetric Shareholders will also be
entitled to receive and retain any quarterly dividend announced, declared or
paid by LondonMetric in respect of such period in the ordinary course and
consistent with past practice of LondonMetric as to amount. Any dividend that
is permissible under this criteria is a "LondonMetric Permitted Dividend".
LondonMetric will only declare a LondonMetric Permitted Dividend if CTPT
declares a CTPT Permitted Dividend and LondonMetric will ensure that the
record date of any LondonMetric Permitted Dividend aligns with the payment
date of any CTPT Permitted Dividend (where such a CTPT Permitted Dividend is
declared) and will be set on or sufficiently before the Scheme Record Time,
such that CTPT Shareholders will not be entitled to receive and retain that
LondonMetric Permitted Dividend in addition to the relevant CTPT Permitted
Dividend.
Save in respect of the LondonMetric Fourth Quarterly Interim Dividend and a
LondonMetric Permitted Dividend, LondonMetric has agreed not to authorise,
declare, make or pay any dividend or other distribution per LondonMetric Share
on or after the date of this Announcement and prior to the Effective Date.
The New LondonMetric Shares will be issued as fully paid-up and will rank pari
passu in all respects with the LondonMetric Shares in issue at the time the
New LondonMetric Shares are issued, including the right to receive and retain
dividends and other distributions declared, made or paid by reference to a
record date on or after the Effective Date. Accordingly, based on the expected
timetable for the Acquisition to become Effective, Scheme Shareholders,
assuming the Scheme Shareholder has retained his/her New LondonMetric Shares,
would receive the LondonMetric first quarterly interim dividend for the period
from 1 April 2023 to 30 June 2023, which is expected to be paid in October
2023.
Following the Effective Date, LondonMetric will continue with its progressive
dividend policy, increasing the level of dividends paid as its earnings grow.
The LondonMetric Directors expect that the dividend will continue to be paid
quarterly and that a scrip alternative will continue to be offered.
10. Intentions for CTPT
The LondonMetric Directors believe that following completion of the
Acquisition, the Combined Group will have a stronger position, as a result of
its enlarged property portfolio of approximately £3.3 billion, as an owner
and manager of UK property specialising in distribution warehousing,
industrial estates and convenience led retail. LondonMetric seeks to deliver
reliable, repetitive and growing income led returns that outperform over the
long term through its programme of active asset management and capital
recycling, and believes that the Acquisition provides an attractive
opportunity for LondonMetric to accelerate its existing growth strategy and
create value for its shareholders.
Board of CTPT Directors
LondonMetric intends to de-list CTPT and to surrender CTPT's authorisation as
a collective investment scheme regulated by the GFSC following completion of
the Acquisition. Consequently, CTPT will not require listed company governance
structures and accordingly, it is intended that each of the CTPT Directors
will step down from the board of CTPT upon completion of the Acquisition.
The board of LondonMetric will remain unchanged following the Acquisition and
will continue to provide the complementary skills necessary to drive the
Combined Group forward following completion of the Acquisition.
Advisory services to CTPT
LondonMetric intends to discuss future investment advisory arrangements with
the current investment manager of CTPT as soon as practicable and ultimately
expects to assume the delivery of those services. Any such assumption will be
effected with a view to delivering optimal value and continuity of service. At
the current time, LondonMetric is unable to assess the impact of the
Acquisition on persons employed by the investment manager whose principal role
is the carrying out of activities on behalf of CTPT.
Management, employees, pensions scheme, fixed assets and R&D
As an externally managed UK-REIT, CTPT has no employees and does not operate
any pension scheme, nor does it have any arrangements in place for any
employee involvement in its capital. CTPT has no fixed place of business,
fixed assets (other than those held in its property portfolio), research and
development function or headquarters.
Listing and registered office
Following completion of the Acquisition, the Combined Group will remain listed
on the Main Market and the registered office of LondonMetric will remain in
London.
It is intended that dealings in, and registration of transfers of, CTPT Shares
(other than the registration of the transfer of the Scheme Shares to
LondonMetric pursuant to the Scheme) will be suspended shortly before the
Effective Date at a time to be set out in the Scheme Document. It is further
intended that applications will be made to the London Stock Exchange to cancel
trading in CTPT Shares on the Main Market, and to the Financial Conduct
Authority to cancel the listing of the CTPT Shares on the Official List, in
each case with effect from or shortly following the Effective Date. Further
details about the de-listing and cancellation of trading of CTPT Shares can be
found in paragraph 16.
Financing
CTPT currently has two external debt facilities in place with an aggregate
principal value of £110 million split across a revolving credit facility with
Barclays Bank PLC of £20 million (the "Barclays RCF") (currently undrawn) and
a loan facility with Canada Life of £90 million (currently drawn in full)
which is repayable in 2026 (the "Canada Life Facility"). The Canada Life
Facility is secured by means of a fixed charge over specific properties in the
CTPT property portfolio. CTPT and Canada Life have signed a consent to change
of control letter such that the Canada Life Facility will remain in place
following completion of the Acquisition. LondonMetric intends to cancel the
Barclays RCF on completion of the Acquisition.
No post-offer undertakings
No statements in this paragraph 10 are "post-offer undertakings" for the
purposes of Rule 19.5 of the Takeover Code.
In considering the recommendation of the Acquisition to CTPT Shareholders, the
CTPT Directors have given due consideration to LondonMetric's intentions for
CTPT set out above.
11. CT Savings Plans
Details of the effect of the Acquisition and the Scheme on the rights of
participants in the CT Savings Plans (as well as the impact on the CT Savings
Plans themselves), will be communicated separately to plan participants by the
administrator of the CT Savings Plans.
12. Offer-related arrangements
Confidentiality Agreement
LondonMetric and CTPT have entered into the Confidentiality Agreement (which
contains mutual confidentiality obligations) pursuant to which each party has
undertaken to keep confidential, and to procure that certain of its
representatives keep confidential, information relating to the other party
and/or to the Acquisition, to use such information solely for the agreed
purposes in relation to the Acquisition and not to disclose it to third
parties (other than to permitted disclosees) unless required by law or
regulation.
13. Disclosure of interests in CTPT
As at the close of business on the Latest Practicable Date, save for the
irrevocable undertakings referred to in paragraph 6 of this Announcement,
neither LondonMetric, nor any of its directors, nor, so far as LondonMetric is
aware, any person acting in concert (within the meaning of the Takeover Code)
with it for the purposes of the Acquisition had:
(i) any interest in or right to subscribe for any relevant securities of
CTPT;
(ii) any short positions in respect of relevant securities of CTPT
(whether conditional or absolute and whether in the money or otherwise),
including any short position under a derivative, any agreement to sell or any
delivery obligation or right to require another person to purchase or take
delivery;
(iii) borrowed or lent any relevant securities of CTPT (including, for
these purposes, any financial collateral arrangements of the kind referred to
in Note 4 on Rule 4.6 of the Takeover Code); or
(iv) entered into any dealing arrangement of the kind referred to in Note
11 on the definition of acting in concert in the Takeover Code, in relation to
any relevant securities of CTPT.
"interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
"relevant securities of CTPT" are CTPT Shares or securities convertible or
exchangeable into CTPT Shares.
In the interests of secrecy prior to this Announcement, it has not been
practicable for LondonMetric to make enquiries of all of its concert parties
in advance of the release of this Announcement. Therefore, if LondonMetric
becomes aware, following the making of such enquiries, that any of its concert
parties have any such interests in relevant securities of CTPT, all relevant
details in respect of LondonMetric's concert parties will be included in
LondonMetric's Opening Position Disclosure in accordance with Rule 8.1(a) and
Note 2(a)(i) on Rule 8 of the Takeover Code (whether the right, option or
obligation is conditional or absolute and whether it is in the money or
otherwise).
14. Opening Position Disclosures
Each of CTPT and LondonMetric confirm that it will make an Opening Position
Disclosure, setting out the details required to be disclosed by it under Rule
8 of the Takeover Code, by no later than 12 noon (London time) on 7 June
2023.
15. Structure of the Acquisition
Scheme of arrangement and New LondonMetric Shares
It is intended that the Acquisition will be effected by means of a
Court-sanctioned scheme of arrangement between CTPT and Scheme Shareholders
under Part VIII of the Companies Law of Guernsey. The procedure involves,
among other things, an application by CTPT to the Court to sanction the
Scheme, in consideration for which Scheme Shareholders who are on the register
of members at the Scheme Record Time will receive consideration on the basis
set out in paragraph 2 above. The purpose of the Scheme is to provide for
LondonMetric to become the holder of the entire issued and to be issued share
capital of CTPT.
The New LondonMetric Shares will be issued in registered form and will be
capable of being held in both certificated and uncertificated form. Fractions
of New LondonMetric Shares will not be allotted or issued pursuant to the
Acquisition, but entitlements of Scheme Shareholders will be rounded down to
the nearest whole number of New LondonMetric Shares. All fractional
entitlements to New LondonMetric Shares will be aggregated and sold in the
market as soon as practicable after the Effective Date. The net proceeds of
such sale (after deduction of all expenses and commissions incurred in
connection with the sale) will be distributed by LondonMetric in due
proportions to Scheme Shareholders who would otherwise have been entitled to
such fractions.
Conditions
The implementation of the Scheme will be subject to the Conditions and further
terms set out in Appendix 1 to this Announcement and the further terms and
conditions to be set out in full in the Scheme Document including, amongst
other things, the:
· approval of the Scheme by a majority in number of the Scheme
Shareholders who are present and voting (and entitled to vote), either in
person or by proxy, at the Court Meeting or at any adjournment thereof and who
represent not less than 75 per cent. in value of the Scheme Shares held by
such Scheme Shareholders;
· passing of the CTPT Resolution by the requisite majority at the CTPT
General Meeting;
· sanction of the Scheme by the Court; and
· the Scheme becoming Effective by 11.59 p.m. on the Long-stop Date.
The Scheme will lapse and the Acquisition will not take place if:
· either the Court Meeting or the CTPT General Meeting are not held by
the 22(nd) day after the expected date of such meeting to be set out in each
case in the Scheme Document (or such later date(s) as may be agreed between
LondonMetric and CTPT and the Court may allow); or
· the Court Hearing to approve the Scheme is not held by the 22(nd) day
after the expected date of the Court Hearing to be set out in the Scheme
Document (or such later date as may be agreed between LondonMetric and CTPT
and the Court may allow).
Once the necessary approvals from CTPT Shareholders have been obtained and the
other Conditions have been satisfied or (where applicable) waived, the Scheme
must be sanctioned by the Court (with or without modification but with any
such modification being acceptable to CTPT and LondonMetric). The Scheme will
become Effective upon the Court granting the Court Order. Upon the Scheme
becoming Effective, it will be binding on all Scheme Shareholders,
irrespective of whether or not they attended or voted at the Court Meeting or
the CTPT General Meeting (and if they attended and voted, whether or not they
voted in favour of the resolutions proposed at such meetings).
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document, which, together with
the Forms of Proxy, is expected to be dispatched to CTPT Shareholders as soon
as practicable and, in any event, within 28 days of this Announcement. It is
expected that the Court Meeting and the CTPT General Meeting will be held in
or around early July 2023 and that, subject to the satisfaction of the
Conditions and the further terms set out in Appendix 1 to this Announcement
and the further terms and conditions to be set out in full in the Scheme
Document, the Scheme is expected to become Effective by early July 2023.
The Scheme will be governed by Guernsey law and will be subject to the
jurisdiction of the Court. The Scheme will be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange and
the FCA.
Election to switch
LondonMetric has reserved the right to elect, subject to the consent of the
Panel, for the Acquisition to be implemented by way of a Takeover Offer. In
this event, the Takeover Offer will be implemented on the same terms, so far
as applicable, as those which would apply to the Scheme. If LondonMetric does
elect to implement the Acquisition by way of a Takeover Offer, and if
sufficient acceptances of such Takeover Offer are received and/or sufficient
CTPT Shares are otherwise acquired, it is the intention of LondonMetric to
apply the provisions of Part XVIII of the Companies Law of Guernsey to acquire
compulsorily any outstanding CTPT Shares to which such Acquisition relates.
16. De-listing of CTPT Shares
Prior to the Scheme becoming Effective, applications will be made to the FCA
for the cancellation of the listing of CTPT Shares on the Official List, and
to the London Stock Exchange to cancel the trading of the CTPT Shares on the
Main Market, in each case to take effect from or shortly after the Effective
Date. The last day of dealings in CTPT Shares on the Main Market is expected
to be the Business Day immediately prior to the Court Hearing and no transfers
will be registered after 6.00 p.m. on that date.
On the Effective Date, CTPT will become a wholly owned subsidiary of
LondonMetric and share certificates in respect of CTPT Shares will cease to be
valid and should be destroyed. In addition, entitlements to CTPT Shares held
within the CREST system will be cancelled on the Effective Date.
Upon the Scheme becoming Effective, LondonMetric (and/or its nominee(s)) will
acquire the Scheme Shares fully paid and free from all liens, equitable
interests, charges, encumbrances and other third party rights of any nature
whatsoever and together with all rights attaching to them including the right
to receive and retain all dividends and distributions (if any) declared after
the Effective Date.
17. Admission of, and commencement of dealings in, the New LondonMetric Shares
Applications will be made to the FCA for the New LondonMetric Shares to be
issued in consideration for the Acquisition to be admitted to the premium
listing segment of the Official List and to the London Stock Exchange for the
New LondonMetric Shares to be admitted to trading on the Main Market.
It is expected that Admission will become effective and that unconditional
dealings in the New LondonMetric Shares will commence on the London Stock
Exchange, at 8.00 a.m. (London time) on the first Business Day following the
date on which the Scheme becomes Effective.
Details of how CTPT Shareholders can hold, access and trade in LondonMetric
Shares will be set out in the Scheme Document. CTPT Shareholders resident in
the United Kingdom will be able to hold their LondonMetric Shares through any
of the ways currently available to LondonMetric Shareholders, including
through an intermediary of their own choice should they wish to do so.
18. General
The bases and sources of certain financial information contained in this
Announcement are set out in Appendix 2 to this Announcement. A summary of the
irrevocable undertakings given in relation to the Acquisition is contained in
Appendix 3 to this Announcement. Property valuation reports for CTPT and
LondonMetric (each as at 31 March 2023) are set out in Appendix 4 to this
Announcement pursuant to Rule 29 of the Takeover Code. Certain terms used in
this Announcement are defined in Appendix 5 to this Announcement.
In the event that either CTPT's or LondonMetric's property portfolio was to be
sold at the valuations contained in the relevant valuation reports set out in
Appendix 4 to this Announcement, any gains realised on such disposals may be
subject to taxation in the UK. Generally, disposals by a UK-REIT of assets
held for the purpose of a property rental business should be exempt from UK
corporation tax, however there are specific rules which can result in assets
held as part of the property rental business being subject to tax on disposal
(for example when a property is materially developed and sold within three
years of completion of that development). In connection with the Acquisition
it is not contemplated that the aforementioned liability to taxation will
crystallise.
For the purposes of Rule 29.5 of the Takeover Code, the board of directors of
LondonMetric confirms that CBRE has confirmed to it that an updated valuation
as at the date of this Announcement, of that part of LondonMetric's property
portfolio valued by CBRE would not be materially different to the valuation
given by CBRE as at 31 March 2023 and contained in the CBRE valuation report
set out in Appendix 4 to this Announcement.
For the purposes of Rule 29.5 of the Takeover Code, the board of directors of
LondonMetric confirms that Savills has confirmed to it that an updated
valuation, as at the date of this Announcement, of that part of LondonMetric's
property portfolio valued by Savills would not be materially different to the
valuation given by Savills as at 31 March 2023 and contained in the Savills
valuation report set out in Appendix 4 to this Announcement.
For the purposes of Rule 29.5 of the Takeover Code, the board of directors of
CTPT confirms that Cushman & Wakefield has confirmed to it that an updated
valuation of CTPT's property portfolio as at the date of this Announcement
would not be materially different from the valuation given by Cushman &
Wakefield as at 31 March 2023 and contained in the CTPT valuation report set
out in Appendix 4 to this Announcement.
Each of Peel Hunt, J.P. Morgan Cazenove, Barclays, Panmure Gordon and Dickson
Minto Advisers has given and not withdrawn its consent to the publication of
this Announcement with the inclusion herein of the references to its name and,
where applicable, report in the form and context in which it appears.
Each of CBRE, Savills and Cushman & Wakefield has given and not withdrawn
its consent to the publication of its valuation report in this Announcement
with the inclusion herein to the references to its name and, where applicable,
report in the form and context in which it is included.
19. Documents available on website
Copies of the following documents will be made available on CTPT's website at
www.ctpropertytrust.co.uk/offer and LondonMetric's website at
https://www.londonmetric.com/investors/acquisition-ct-property-trust by no
later than 12 noon London time on the Business Day following this Announcement
until the end of the Acquisition:
· a copy of this Announcement;
· the irrevocable undertakings referred to in paragraphs 4 and 6 above
and summarised in Appendix 3 to this Announcement;
· the written consents of Peel Hunt, J.P. Morgan Cazenove, Barclays,
Panmure Gordon, Dickson Minto Advisers, CBRE, Savills and Cushman &
Wakefield to being named in this Announcement;
· the property valuation reports set out in Appendix 4 to this
Announcement from each of CBRE, Savills and Cushman & Wakefield valuation
reports;
· no material change letters from each of CBRE, Savills and Cushman
& Wakefield; and
· the Confidentiality Agreement.
Enquiries:
LondonMetric Property plc Tel: +44 (0) 20 7484 9000
Andrew Jones, Chief Executive
Martin McGann, Finance Director
Gareth Price, Head of Investor Relations & Sustainability
Peel Hunt LLP (Financial Adviser and Joint Broker to LondonMetric) Tel: +44 (0) 20 7418 8900
Capel Irwin
Carl Gough
Michael Nicholson
Henry Nicholls
Edward Lowe
J.P. Morgan Cazenove (Financial Adviser and Joint Broker to LondonMetric) Tel: +44 (0) 20 7742 4000
Ashish Agrawal
Jonty Edwards
Dipayan Chakraborty
Barclays Bank PLC (Financial Adviser and Joint Broker to LondonMetric) Tel: +44 (0) 20 7623 2323
Bronson Albery
Tom Macdonald
Callum West
FTI Consulting (PR Adviser to LondonMetric) Tel: +44 (0) 20 3727 1000
Dido Laurimore
Richard Gotla
Andrew Davis
CTPT 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 Tel: +44 (0) 20 7886 2500
Broker to CTPT)
Sapna Shah
Tom Scrivens
Atholl Tweedie
Ashwin Kholi
Dickson Minto Advisers (Joint Financial Adviser to CTPT) Tel: +44 (0) 20 7649 6823
Douglas Armstrong
Buchanan (PR Adviser to CTPT)
Helen Tarbet Tel: +44 (0) 7872 604 453
Henry Wilson Tel: +44 (0) 7788 528 143
Hannah Ratcliff Tel: +44 (0) 7825 292 022
CMS Cameron McKenna Nabarro Olswang LLP is retained as UK legal adviser to
LondonMetric. Dickson Minto is retained as UK legal adviser to CTPT.
Important notices
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"), is authorised in the United
Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA.
J.P. Morgan Cazenove is acting as joint financial adviser and corporate broker
exclusively to LondonMetric and no one else in connection with the Acquisition
and will not regard any other person as its client in relation to the
Acquisition 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 Acquisition or any
other matter or arrangement referred to herein.
Barclays Bank PLC ("Barclays"), acting through its investment bank, which is
authorised by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting exclusively as financial adviser and corporate broker to
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 this announcement.
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 is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities pursuant
to the Acquisition or otherwise, nor shall there be any purchase, sale,
issuance or exchange of securities or such solicitation in any jurisdiction in
which such offer, invitation, solicitation, purchase, sale, issuance or
exchange is unlawful. The Acquisition will be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way 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 Acquisition, including details of how to vote
in respect of the resolutions proposed in connection with the Acquisition. Any
vote, approval, decision in respect of, or other response to, the Acquisition
should be made only on the basis of the information contained in the Scheme
Document (or any other document by which the Acquisition is made by way of a
Takeover Offer).
The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them, and the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
CTPT Shareholders should not make any investment decision in relation to the
Acquisition or New LondonMetric Shares except on the basis of the Scheme
Document (or any other document by which the Acquisition is made by way of a
Takeover Offer). CTPT and LondonMetric urge CTPT Shareholders to read the
whole of the Scheme Document when it becomes available because it will contain
important information relating to the Acquisition.
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.
Overseas shareholders
This Announcement has been prepared for the purpose of complying with Guernsey
law, English law, the Takeover Code, the Market Abuse Regulation, the
Disclosure Guidance and Transparency Rules and the Listing Rules and
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 or Guernsey. Nothing in this
Announcement 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 or
Guernsey may be restricted by the laws and/or regulations of those
jurisdictions and therefore persons into whose possession this Announcement
comes who are subject to the laws and/or regulations of any jurisdiction other
than the United Kingdom or Guernsey should inform themselves about and observe
any such applicable laws and/or regulations in their jurisdiction. In
particular, the ability of persons who are not resident in the United Kingdom
or Guernsey to vote their CTPT Shares with respect to 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 jurisdiction in
which they are located. Further details in relation to Overseas Shareholders
will be contained in the Scheme Document. Any failure to comply with any such
restrictions may constitute a violation of the securities laws 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 restrictions by any person.
Unless otherwise determined by LondonMetric or required by the Takeover Code,
and permitted by applicable law and regulation, the Acquisition will not be
made, and the New LondonMetric Shares to be issued pursuant to the Acquisition
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 Scheme by any such use,
means, instrumentality or form from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this Announcement and 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 Announcement 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 where to do so would violate the laws in that jurisdiction. If
the Acquisition is implemented by a Takeover Offer (unless otherwise permitted
by applicable law or 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, email 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 or
within any Restricted Jurisdiction.
Further details in relation to Overseas Shareholders will be contained in the
Scheme Document.
Additional information for US investors
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
Guernsey law, English law, the Takeover 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 or that may be
included in the Scheme Document, or any other documents relating to the
Acquisition, have 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 as will be further described in the Scheme
Document.
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 Securities 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 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 United Kingdom, 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 investors will be 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.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate
for any period and no statement in this Announcement should be interpreted to
mean that earnings or earnings per share or dividend per share for
LondonMetric, CTPT or the Combined Group, as appropriate, for the current or
future financial periods would necessarily match or exceed the historical
published earnings or earnings per share or dividend per share for
LondonMetric, CTPT or the Combined Group, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover 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 10th Business Day (as defined in the
Takeover Code) following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
(as defined in the Takeover Code) 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 Takeover 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 (as defined
in the Takeover Code) 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 of the Takeover Code).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk (http://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.
Right to switch to a Takeover Offer
LondonMetric reserves the right to elect, with the consent of the Panel, to
implement the Acquisition by way of a Takeover Offer for the entire issued and
to be issued ordinary share capital of CTPT as an alternative to the Scheme.
In such an event, the Takeover Offer will be implemented on the same terms or,
if LondonMetric so decides, on such other terms being no less favourable
(subject to appropriate amendments), so far as applicable, as those which
would apply to the Scheme and subject to the amendment referred to in Part B
of Appendix 1 to this Announcement.
Publication of this Announcement on websites and availability of hard copies
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 CTPT's website at www.ctpropertytrust.co.uk/offer
and LondonMetric's website at
https://www.londonmetric.com/investors/acquisition-ct-property-trust 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, CTPT Shareholders and
persons with information rights may request a hard copy of this Announcement
by contacting CTPT's registrars, Computershare Investor Services, or by
calling (0) 1534 281856 or from overseas +44 (0) 1534 281856. 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
Computershare Limited 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
Acquisition 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.
Information relating to CTPT Shareholders
Please be aware that addresses, electronic addresses and certain information
provided by CTPT Shareholders, persons with information rights and other
relevant persons for the receipt of communications from CTPT may be provided
to LondonMetric during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an exact arithmetic aggregation of the figures that precede
them.
Rule 2.9 of the Takeover Code
For the purposes of Rule 2.9 of the Takeover Code, LondonMetric confirms that,
as at the Latest Practicable Date, it had 982,968,464 ordinary shares of 10
pence each in issue and admitted to trading on the London Stock Exchange and
no shares held in treasury. The International Securities Identification Number
("ISIN") of the LondonMetric Shares is GB00B4WFW713.
For the purposes of Rule 2.9 of the Takeover Code, CTPT confirms that, as at
the Latest Practicable Date, it had 232,130,539 ordinary shares of 1 penny
each in issue and admitted to trading on the London Stock Exchange and
8,575,000 shares held in treasury. The ISIN of the CTPT Shares is
GB00B012T521.
Appendix 1
CONDITIONS AND CERTAIN FURTHER TERMS OF THE ACQUISITION
PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION
Long-stop Date
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long-stop Date.
Scheme approval
2. The Scheme will be conditional upon:
(a) (i) its approval by a majority in
number representing 75 per cent. or more in value of the Scheme Shareholders
(or the relevant class or classes thereof) who are on the register of members
of CTPT at the Scheme Voting Record Time and who are present and vote, whether
in person or by proxy, at the Court Meeting, and at any separate class meeting
which may be required by the Court, or, in each case, at any adjournment of
any such meeting; and
(ii) the Court Meeting and any separate class meeting
which may be required by the Court or any adjournment of any such meeting
being held on or before the 22nd day after the expected date of the Court
Meeting to be set out in the Scheme Document (or such later date (if any) as
may be agreed by LondonMetric and CTPT with the consent of the Panel and (if
required) the Court may allow);
(b) (i) all resolutions in connection
with, or necessary to approve and implement the Scheme, as set out in the
notice of the CTPT General Meeting, being duly passed by the requisite
majority or majorities of CTPT Shareholders at the CTPT General Meeting (or at
any adjournment thereof); and
(ii) the CTPT General Meeting (or any adjournment of that
meeting) being held on or before the 22nd day after the expected date of the
CTPT General Meeting to be set out in the Scheme Document (or such later date
(if any) as may be agreed by LondonMetric and CTPT with the consent of the
Panel and (if required) the Court may allow);
(c) (i) the sanction of the Scheme by
the Court (with or without modification, but subject to any modification being
on terms acceptable to LondonMetric and CTPT); and
(ii) the Court Hearing being held on or before the 22nd
day after the expected date of the Court Hearing to be set out either in (X)
the Scheme Document (or such later date (if any) as may be agreed by
LondonMetric and CTPT with the consent of the Panel and (if required) that the
Court may allow); or (Y) in the event that such expected date remains unknown
at the time of publication of the Scheme Document and the Scheme Document
identifies any date as indicative only, in any update announcement issued
through a Regulatory Information Service pursuant to paragraph 6(a) of
Appendix 7 of the Takeover Code (or such later date (if any) as may be agreed
by LondonMetric and CTPT, with the consent of the Panel and (if required) that
the Court may allow).
3. In addition, subject to (i) the terms of Part B of
this Appendix 1, and (ii) the requirements of the Panel, the Acquisition will
be conditional upon the following Conditions and, accordingly, the necessary
actions to make the Scheme Effective will not be taken unless the following
Conditions (as amended if appropriate) have been satisfied or, where relevant,
waived prior to the Scheme being sanctioned by the Court:
FCA and London Stock Exchange
(a)
(i) the FCA having acknowledged to LondonMetric or its
agent (and such acknowledgement not having been withdrawn) that the
application for the admission of the New LondonMetric Shares to the Official
List with a premium listing has been approved and (after satisfaction of any
conditions to which such approval is expressed to be subject ("Listing
Conditions")) that admission will become effective as soon as a dealing notice
has been issued by the FCA and any Listing Conditions having been satisfied;
and
(ii) the London Stock Exchange having acknowledged to
LondonMetric or its agent (and such acknowledgement not having been withdrawn)
that the New LondonMetric Shares will be admitted to trading on the Main
Market;
Notifications, waiting periods and Authorisations
(b) all material notifications, filings and/or applications
which are deemed necessary by LondonMetric having been made, all necessary
waiting and other time periods (including any extensions of such waiting and
other time periods) under any applicable legislation or regulation of any
relevant jurisdiction having expired, lapsed or been terminated (as
appropriate) and all statutory or regulatory obligations in any relevant
jurisdiction having been complied with, in each case in connection with the
Acquisition or the acquisition, or proposed acquisition, of any shares or
other securities (or the equivalent) in, or control of, CTPT or any other
member of the Wider CTPT Group by any member of the Wider LondonMetric Group;
(c) all Authorisations which are deemed necessary by
LondonMetric in any relevant jurisdiction for or in respect of the Acquisition
(or its implementation) or the acquisition, or proposed acquisition, of any
shares or other securities (or the equivalent) in, or control of, CTPT or any
other member of the Wider CTPT Group by LondonMetric or any member of the
Wider LondonMetric Group, having been obtained, in terms and in a form
reasonably satisfactory to LondonMetric from all appropriate Third Parties or
from any persons or bodies with whom any member of the Wider LondonMetric
Group or any other member of the Wider CTPT Group has entered into contractual
arrangements, and all such Authorisations, together with all Authorisations
deemed necessary by LondonMetric for any member of the Wider CTPT Group to
carry on its business, remaining in full force and effect and all filings
necessary for such purpose having been made, and there being no notice or
other intimation of any intention to revoke, suspend, restrict, modify or not
to renew any of the same;
General regulatory
(d) no antitrust regulator or Third Party having given
notice of a decision to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference (and in each case, not
having withdrawn the same), or having required any action to be taken or
otherwise having done anything, or having enacted, made or proposed any
statute, regulation, decision, order or change to published practice (and in
each case, not having withdrawn the same) and there not continuing to be
outstanding any statute, regulation, decision or order which would or might
reasonably be expected to, in any case to an extent or in a manner which is or
would be material in the context of the Wider CTPT Group or the Wider
LondonMetric Group, in each case taken as a whole or material in the context
of the Acquisition:
(i) require, prevent or materially delay any
divestiture, or alter the terms envisaged for any proposed divestiture, by any
member of the Wider LondonMetric Group or by any member of the Wider CTPT
Group of all or any part of their respective businesses, assets or property,
or impose any limitation on the ability of all or any of them to conduct their
respective businesses (or any part thereof) or to own, control or manage any
of their assets or property (or any part thereof);
(ii) impose any material limitation on, or result in a
material delay in, the ability of any member of the Wider LondonMetric Group,
directly or indirectly, to acquire, hold or to exercise effectively all or any
rights of ownership in respect of shares or other securities (or the
equivalent) in any member of the Wider CTPT Group or the Wider LondonMetric
Group or on the ability of any member of the Wider CTPT Group or any member of
the Wider LondonMetric Group, directly or indirectly, to hold or exercise
effectively all or any rights of ownership in respect of shares or other
securities (or the equivalent) in, or to exercise voting or management control
over, any such member;
(iii) otherwise materially adversely affect any or all of
the business, assets, profits, financial or trading position, or prospects of
any member of the Wider LondonMetric Group or any member of the Wider CTPT
Group;
(iv) result in any member of the Wider LondonMetric Group
ceasing to be able to carry on business under any name under which it
presently carries on business;
(v) make the Acquisition, its implementation, or the
acquisition or the proposed acquisition of any shares or other securities (or
the equivalent) in, or control or management of CTPT or any member of the
Wider CTPT Group by LondonMetric or any member of the Wider LondonMetric Group
void, unenforceable and/or illegal under the laws of any jurisdiction, or
otherwise, directly or indirectly prevent or prohibit, restrict, restrain,
materially delay or otherwise materially interfere with the implementation of
the same, or impose additional adverse conditions or obligations with respect
to, or otherwise challenge, impede, interfere with the Acquisition (or its
implementation) or such acquisition, or require material amendment to the
terms of the Acquisition or the acquisition of any shares or other securities
(or the equivalent) in, or control or management of, CTPT by any member of the
Wider LondonMetric Group;
(vi) require, prevent or materially delay any divestiture,
or alter the terms envisaged for any proposed divestiture, by any member of
the Wider LondonMetric Group of any shares or other securities (or the
equivalent) in CTPT or any member of the Wider CTPT Group; and
(vii) require (save as envisaged in the implementation of the
Acquisition or by Part XVIII of the Companies Law of Guernsey) any member of
the Wider LondonMetric Group or of the CTPT Group to acquire, or to offer to
acquire, any shares or other securities (or the equivalent) in, or any
interest in any of the assets owned by, any member of the Wider LondonMetric
Group or any member of the CTPT Group owned by any Third Party, or to sell or
offer to sell any shares or other securities (or their equivalent) or any
interest in any of the assets owned by any member of the Wider LondonMetric
Group or the CTPT Group;
(viii) impose any limitation on the ability of any member of the
Wider LondonMetric Group, or any member of the Wider CTPT Group, to conduct,
integrate or co-ordinate all or any part of its business with all or any part
of the business of any other member of the Wider LondonMetric Group and/or the
Wider CTPT Group (as applicable),
and all applicable waiting and other time periods (including any extensions
thereof) during which any such antitrust regulator or Third Party could decide
to take, institute, implement or threaten any such action, proceeding, suit,
investigation, enquiry or reference or take any other step under the laws of
any relevant jurisdiction in respect of the Acquisition or the acquisition of
any CTPT Shares or otherwise intervene having expired, lapsed or been
terminated (as the case may be);
Certain matters arising as a result of any arrangement, agreement, etc.
(e) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, permit, franchise or other instrument
to which any member of the Wider CTPT Group is a party, or by or to which any
such member, or any of its assets is or may be bound, entitled or subject to,
or any event or circumstance, which, in each case as a consequence of the
Acquisition (or its implementation) or the proposed acquisition by
LondonMetric or any member of the Wider LondonMetric Group, or otherwise of
any shares or other securities (or the equivalent) in, or control or
management of, CTPT or any member of the Wider CTPT Group, would or might
reasonably be expected to result in, in any case to an extent which is or
would be material in the context of the Wider CTPT Group taken as a whole or
in the context of the Acquisition:
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent of, or any grant available to, any member of
the Wider CTPT Group being or becoming repayable or capable of being declared
repayable immediately or before its or their stated maturity date or repayment
date, or the ability of any such member to borrow monies or incur any
indebtedness being withdrawn or inhibited, or being capable of becoming or
being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge
or other security interest over the whole or any part of the business,
property, assets or interests of any member of the Wider CTPT Group, or any
such mortgage, charge, encumbrance or other security interest (wherever and
whenever created, arising or having arisen) being enforced or becoming
enforceable;
(iii) any such arrangement, agreement, lease, licence,
permit, franchise or other instrument, or the rights, liabilities, obligations
or interests of any member of the Wider CTPT Group thereunder, being,
terminated, adversely modified or adversely affected or any adverse action
being taken or arising thereunder or any onerous obligation or liability
arising thereunder;
(iv) any asset or interest of any member of the Wider CTPT
Group or any asset the use of which is enjoyed by any member of the Wider CTPT
Group being or falling to be disposed of or charged or ceasing to be available
to any member of the Wider CTPT Group or any right arising under which any
such asset or interest could be required to be disposed of or charged or could
cease to be available to any member of the Wider CTPT Group otherwise than in
the ordinary course of business;
(v) the rights, liabilities, obligations or interests of
any member of the Wider CTPT Group in, or the business of any such member
with, any person, firm, company or body (or any arrangement or arrangements
relating to any such interest or business) being terminated, adversely
modified or adversely affected other than as directed, requested and/or
required by LondonMetric;
(vi) the value of, or the financial or trading position or
profits of, any member of the Wider CTPT Group being prejudiced or adversely
affected;
(vii) the creation or acceleration of any liability (actual or
contingent) by any member of the Wider CTPT Group, other than trade creditors
or other liabilities incurred in the ordinary course of business or in
connection with the Acquisition; or
(viii) any member of the Wider CTPT Group being required to
acquire or repay any shares in and/or indebtedness of any member of the Wider
CTPT Group owned by or owed to any Third Party.
Certain events occurring since 30 June 2022
(f) except as Disclosed, no member of the Wider CTPT Group
having since 30 June 2022:
(i) issued or agreed to issue, or authorised or proposed
or announced its intention to authorise or propose the issue of, additional
shares of any class, or securities (or the equivalent) or securities
convertible into, or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares, securities (or the equivalent) or
convertible securities, or transferred or sold or agreed to transfer or sell
or authorised or proposed the transfer or sale of CTPT Shares out of treasury
(except, where relevant, as between CTPT and wholly-owned subsidiaries of CTPT
or between the wholly-owned subsidiaries of CTPT);
(ii) recommended, declared, paid or made, or proposed to
recommend, declare, pay or make, any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than the CTPT Third Quarterly
Interim Dividend, any CTPT Permitted Dividends or any dividends or other
distributions (whether payable in cash or otherwise) lawfully paid or made by
any wholly-owned subsidiary of CTPT to CTPT or any of their respective
wholly-owned subsidiaries;
(iii) except for transactions between CTPT and its
respective wholly-owned subsidiaries, or between such wholly-owned
subsidiaries of CTPT, implemented, effected, authorised or proposed, or
announced its intention to implement, effect, authorise or propose, any
acquisition of any body corporate, partnership or business, merger, demerger,
reconstruction, amalgamation, scheme, commitment or offer or disposal of
assets or shares or loan capital (or the equivalent thereof);
(iv) undertaken:
(a) a conversion under Part V of the Companies Law of Guernsey;
(b) an amalgamation under Part VI of the Companies Law of Guernsey;
(c) a migration under Part VII of the Companies Law of Guernsey; or
(d) an arrangement or reconstruction (other than the Scheme) under Part VIII
of the Companies Law of Guernsey;
(v) except for transactions between CTPT and its
respective wholly-owned subsidiaries, or between such wholly-owned
subsidiaries of CTPT, acquired or disposed of or transferred, mortgaged,
charged or created any security interest over any material asset (including
shares in any undertaking and trade investments) or any right, title or
interest in any asset, or authorised, proposed or announced any intention to
do the same;
(vi) except for transactions between CTPT and its respective
wholly-owned subsidiaries, or between such wholly-owned subsidiaries of CTPT,
issued, authorised or proposed or announced an intention to authorise or
propose the issue of, or made any change in or to the terms of, any debentures
or other trade credit incurred in the ordinary course of business, or become
subject to any contingent liability or incurred or increased any indebtedness
or other liability (actual or contingent), which is material in the context of
the Wider CTPT Group taken as a whole;
(vii) entered into, varied, authorised, proposed, or announced
an intention to enter into or vary, any contract, arrangement, agreement,
transaction or commitment (whether in respect of capital expenditure or
otherwise) which is of a long term, unusual or onerous nature or magnitude, or
which is or which involves or could involve an obligation of a nature or
magnitude which is or could reasonably be expected to be restrictive on the
business of any member of the Wider CTPT Group which, taken together with any
other such transaction, arrangement, agreement, contract or commitment, is
material in the context of the Wider CTPT Group taken as a whole;
(viii) entered into, or materially varied the terms of, or made
any offer (which remains open for acceptance) to enter into or vary the terms
of, any contract, service agreement, commitment or arrangement with any
director of any member of the Wider CTPT Group;
(ix) purchased, redeemed or repaid, or announced any
proposal to purchase, redeem or repay, any of its own shares or other
securities (or the equivalent) or reduced or made any other change to any part
of its share capital;
(x) except in the ordinary course of business, waived,
compromised or settled any claim which is material in the context of the Wider
CTPT Group taken as a whole;
(xi) terminated or varied the terms of any agreement or
arrangement between any member of the Wider CTPT Group and any other person in
a manner which would, or might reasonably be expected to, have a material
adverse effect on the financial position or prospects of the Wider CTPT Group
taken as a whole other than as directed, required and/or requested by
LondonMetric;
(xii) made any material alteration to its memorandum or
articles of incorporation or other incorporation documents (in each case,
other than in connection with the implementation of the Acquisition);
(xiii) put in place any pension schemes for its directors or
their dependants, or made or agreed or consented to any change to:
(a) the terms of the trust deeds and rules constituting the pension
scheme(s) (if any) established by any member of the Wider CTPT Group for its
directors or their dependants;
(b) the contributions payable to any such scheme(s) or to the benefits which
accrue, or to the pensions which are payable, thereunder;
(c) the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or
(d) the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued, made, agreed or consented to;
(xiv) been unable, or admitted in writing that it is unable, to
pay its debts or commenced negotiations with one or more of its creditors with
a view to rescheduling or restructuring any of its indebtedness, or having
stopped or suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a substantial
part of its business;
(xv) taken or proposed any steps or corporate action or had
any legal proceedings instituted or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its winding-up
(voluntary or otherwise), dissolution, reorganisation or for the appointment
of a receiver, administrator, manager, administrative receiver, trustee or
similar officer of all or any of its assets or revenues or any analogous or
equivalent steps or proceedings in any jurisdiction or appointed any analogous
person in any jurisdiction or had any such person appointed;
(xvi) except for transactions between CTPT and its respective
wholly-owned subsidiaries, or between such wholly-owned subsidiaries, made,
authorised, proposed or announced an intention to propose any change in its
loan capital;
(xvii) entered into, implemented or authorised the entry into, any
joint venture, asset or profit sharing arrangement, partnership or merger of
business or corporate entities;
(xviii) entered into any agreement, arrangement, commitment or
contract or passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to propose to,
effect any of the transactions, matters or events referred to in this
Condition 3(f); or
(xix) taken (or agreed or proposed to take) any action which
requires, or would require, the consent of the Panel or the approval of CTPT
Shareholders in general meeting in accordance with, or as contemplated by,
Rule 21.1 of the Takeover Code;
No adverse change, litigation, regulatory enquiry or similar
(g) since 30 June 2022, except as Disclosed:
(i) no adverse change or deterioration having arisen in
the business, assets, financial or trading position or profits or prospects or
operational performance of the Wider CTPT Group taken as a whole, which in any
case is material in the context of the Wider CTPT Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution
or other legal proceedings having been threatened, announced or instituted by
or against or remaining outstanding against or in respect of, any member of
the Wider CTPT Group or to which any member of the Wider CTPT Group is or may
become a party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider CTPT Group, which in any case is or might
reasonably be expected to have a material adverse effect on the Wider CTPT
Group taken as a whole;
(iii) no enquiry, review or investigation by, or complaint
or reference to, any Third Party against or in respect of any member of the
Wider CTPT Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider CTPT Group,
which in any case is or might reasonably be expected to have a material
adverse effect on the Wider CTPT Group taken as a whole;
(iv) no contingent or other liability having arisen, or
become apparent to any member of the LondonMetric Group, or increased which is
reasonably likely to affect adversely the business, assets, financial or
trading position or profits or prospects of any member of the Wider CTPT
Group, which in any case is material in the context of the Wider CTPT Group
taken as a whole;
(v) no claim being made and no circumstance having arisen
which might reasonably be expected to lead to a claim being made under the
insurance of any member of the Wider CTPT Group where such claim would not be
covered by such insurance and which in any case is material in the context of
the Wider CTPT Group taken as a whole;
(vi) no member of the Wider CTPT Group having conducted its
business in breach of any applicable laws and regulations which is material in
the context of the Wider CTPT Group taken as a whole; and
(vii) no steps having been taken and no omissions having been
made which are reasonably likely to result in the withdrawal, cancellation,
termination or modification of any licence, permit or consent held by any
member of the Wider CTPT Group which is necessary for the proper carrying on
of its business and which in any case is material in the context of the Wider
CTPT Group taken as a whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
(h) except as Disclosed, LondonMetric not having discovered
that (in each case to an extent which is or could be material in the context
of the Wider CTPT Group taken as a whole or material in the context of the
Acquisition):
(i) any financial, business or other information
concerning the Wider CTPT Group publicly announced before the date of this
Announcement or disclosed, whether publicly or otherwise, at any time to any
member of the Wider LondonMetric Group by or on behalf of any member of the
Wider CTPT Group is materially misleading, contains any material
misrepresentation of fact, or omits to state a fact necessary to make any
information contained therein not misleading;
(ii) any member of the Wider CTPT Group is subject to any
liability, contingent or otherwise;
(iii) any information which affects the import of any
information disclosed at any time by or on behalf of any member of the Wider
CTPT Group;
(iv) any past or present member of the Wider CTPT Group has
failed to comply with any applicable legislation or regulations or common law
of any jurisdiction or any notice, order or requirement of any Third Party or
any Authorisations relating to the use, treatment, storage, carriage,
disposal, discharge, spillage, release, leak or emission of any waste or
hazardous or harmful substance or any substance likely to impair the
environment (including property) or harm human or animal health or otherwise
relating to environmental matters or the health and safety of humans, which
non-compliance would be likely to give rise to any material liability
including any penalty for non-compliance (whether actual or contingent) on the
part of any member of the Wider CTPT Group;
(v) there is or has been a disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production, supply,
treatment, storage, transport or use of any waste or hazardous or harmful
substance or any substance likely to impair the environment (including any
property) or harm human or animal health which (whether or not giving rise to
non-compliance with any law or regulation), would be likely to give rise to
any material liability (whether actual or contingent) on the part of any
member of the Wider CTPT Group; or
(vi) there is or is reasonably likely to be any obligation
or liability (whether actual or contingent) or requirement to make good,
remediate, repair, reinstate or clean up any property or controlled waters,
currently or previously owned, occupied, operated or made use of or controlled
by any past or present member of the Wider CTPT Group (or on its behalf), or
in which any such member may have or previously have had or be deemed to have
had an interest, under any environmental legislation, common law, regulation,
notice, circular, Authorisation or order of any Third Party in any
jurisdiction or to contribute to the cost thereof or associated therewith or
indemnify any person in relation thereto.
Anti-corruption, sanctions and criminal property
(i) LondonMetric not having discovered that:
(i) any past or present member, director, officer or
employee of the Wider CTPT Group is or has at any time engaged in any
activity, practice or conduct which would constitute an offence under the
Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977, the Prevention
of Corruption (Bailiwick of Guernsey) Law 2003 or any other anti--corruption
legislation or anti-bribery law, rule or regulation applicable to the Wider
CTPT Group or any other law, rule or regulation concerning improper payments
or kickbacks; or any person that performs or has performed services for or on
behalf of the Wider CTPT Group is or has at any time engaged in any activity,
practice or conduct in connection with the performance of such services which
would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977, the Prevention of Corruption (Bailiwick of Guernsey)
Law 2003 or any other anti-corruption legislation or anti-bribery law, rule or
regulation or any other law, rule or regulation concerning improper payments
or kickbacks;
(ii) any asset of any member of the Wider CTPT Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition) or proceeds
of crime under any other applicable law, rule, or regulation concerning money
laundering or proceeds of crime or any member of the Wider CTPT Group is found
to have engaged in activities constituting money laundering;
(iii) any past or present member, director, officer or
employee of the Wider CTPT Group, or any other person for whom any such person
may be liable or responsible, is or has engaged in any conduct or business
which would violate any economic sanctions or dealt with, made any investments
in, made any funds or assets available to or received any funds or assets
from: (a) any government, entity or individual in respect of which US, UK or
European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or
making available funds or economic resources, by applicable US or European
Union laws or regulations, including the economic sanctions administered by
the United States Office of Foreign Assets Control or HM Treasury &
Customs in the United Kingdom; or (b) any government, entity or individual
targeted by any of the economic sanctions of the United Nations, the United
States, the UK, the European Union or any of their respective member states;
(iv) any past or present member, director, officer or
employee of the Wider CTPT Group, or any other person for whom any such person
may be liable or responsible:
(a) has engaged in conduct which would violate any relevant anti-terrorism
laws, rules, or regulations, including but not limited to the U.S.
Anti-Terrorism Act;
(b) has engaged in conduct which would violate any relevant anti-boycott
law, rule, or regulation or any applicable export controls, including but not
limited to the Export Administration Regulations administered and enforced by
the U.S. Department of Commerce or the International Traffic in Arms
Regulations administered and enforced by the U.S. Department of State;
(c) has engaged in conduct which would violate any relevant laws, rules, or
regulations concerning human rights, including but not limited to any law,
rule, or regulation concerning false imprisonment, torture or other cruel and
unusual punishment, or child labour;
(d) is debarred or otherwise rendered ineligible to bid for or to perform
contracts for or with any government, governmental instrumentality, or
international organisation or found to have violated any applicable law, rule,
or regulation concerning government contracting or public procurement; or
(v) any member of the Wider CTPT Group has or is engaged
in any transaction which would cause LondonMetric or any member of the Wider
LondonMetric Group to be in breach of any applicable law or regulation upon
its acquisition of CTPT, including but not limited to the economic sanctions
of the United States Office of Foreign Assets Control or HM Treasury &
Customs in the United Kingdom, or any government, entity or individual
targeted by any of the economic sanctions of the United Nations, the United
States, the UK, the European Union or any of its member states.
PART B: CERTAIN FURTHER TERMS OF THE ACQUISITION
1. Conditions 2(a), 2(b) and 3(b) to 3(i) (inclusive)
must be fulfilled or (if capable of waiver) waived by no later than 11.59 p.m.
(London time) on the date immediately preceding the date of the Court Hearing
(or such later date as LondonMetric, CTPT, the Panel and, if required, the
Court may allow), failing which the Acquisition will lapse, or if the
Acquisition is implemented by way of Takeover Offer, no later than as
permitted by the Panel.
2. To the extent permitted by law and subject to the
requirements of the Panel in accordance with the Takeover Code, LondonMetric
reserves the right, in its sole discretion, to waive in whole or in part all
or any of the Conditions set out in Part A, above, and to proceed with the
Court Hearing prior to the fulfilment, satisfaction or waiver of any of the
Conditions, except Conditions 1, 2(a)(i), 2(b)(i), 2(c)(i) and 3(a) which
cannot be waived. If any of Conditions 2(a)(ii), 2(b)(ii), 2(c)(ii) is not
satisfied by the relevant deadline specified in the relevant Condition,
LondonMetric will make an announcement by 8.00 a.m. (London time) on the
business day following such deadline confirming whether it has invoked the
relevant Condition, waived the relevant deadlines or agreed with CTPT to
extend the relevant deadline.
3. The Acquisition will lapse if the Scheme does not
become Effective by no later than 11.59 p.m. (London time) on the Long-stop
Date.
4. If LondonMetric is required by the Panel to make a
Takeover Offer for CTPT Shares under the provisions of Rule 9 of the Takeover
Code, LondonMetric may make such alterations to any of the above Conditions
and terms of the Acquisition as are necessary to comply with the provisions of
that Rule.
5. LondonMetric will be under no obligation to waive (if
capable of waiver), to determine to be or remain satisfied, or to treat as
fulfilled any of the Conditions by a date earlier than the latest date for the
fulfilment or waiver of that Condition notwithstanding that the other
Conditions of the Acquisition may, at such earlier date, have been waived or
fulfilled and that there are, at such earlier date, no circumstances
indicating that any of such Conditions may not be capable of satisfaction or
fulfilment.
6. The CTPT Shares to be acquired pursuant to the
Acquisition will be acquired fully paid and free from all liens, equities,
charges, encumbrances, options, rights of pre-emption and any other third
party rights and interests of any nature and together with all rights now or
hereafter attaching or accruing to them, including, without limitation, voting
rights and the right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid, or any other return of capital
(whether by reduction of share capital or share premium account or otherwise)
made, on or after the date of this Announcement, save for the CTPT Third
Quarterly Interim Dividend and the CTPT Permitted Dividends.
7. Subject to the terms of the Scheme, if, on or after
the date of this Announcement and prior to the Acquisition becoming Effective,
any dividend (other than the CTPT Third Quarterly Interim Dividend or a CTPT
Permitted Dividend),distribution or other return of value is announced,
declared, made, paid or becomes payable by CTPT in respect of the CTPT Shares,
LondonMetric reserves the right (without prejudice to any right of
LondonMetric to invoke Condition 3(f)(ii) in Part A of this Appendix 1) to
reduce the consideration payable by the amount of any such dividend,
distribution or other return of value, in which case: (a) any reference in
this Announcement or in the Scheme Document to the consideration payable for
the CTPT Shares will be deemed to be a reference to the consideration payable
as so reduced; and (b) the relevant eligible CTPT Shareholders will be
entitled to receive and retain such dividend, distribution or return of value.
To the extent that any such dividend, distribution or other return of value
announced, declared, made or paid is: (x) transferred pursuant to the
Acquisition on a basis which entitles LondonMetric to receive the dividend or
distribution and to retain it; or (y) cancelled, the consideration payable
will not be subject to change in accordance with this paragraph. Any exercise
by LondonMetric of its rights referred to in this paragraph shall be the
subject of an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the Acquisition.
8. Under Rule 13.5(a) of the Takeover Code, LondonMetric
may only invoke a Condition so as to cause the Acquisition not to proceed, to
lapse or to be withdrawn with the consent of the Panel. The Panel will
normally only give its consent if the circumstances which give rise to the
right to invoke the Condition are of material significance to LondonMetric in
the context of the Acquisition. The conditions contained in Conditions 1, 2
and 3(a) of Part A above (and any Takeover Offer Acceptance Condition (as
defined below) adopted on the basis specified in paragraphs 4 or 9 of this
Part B) are not subject to this provision of the Takeover Code. Any Condition
that is subject to Rule 13.5(a) may be waived by LondonMetric.
9. LondonMetric reserves the right to elect (with the
consent of the Panel (where necessary)) to implement the Acquisition by way of
a Takeover Offer as an alternative to the Scheme. In such event, the
Acquisition will be implemented on the same terms and conditions (subject to
appropriate amendments, including (without limitation) an acceptance condition
set at 90 per cent. of the issued share capital of CTPT (or such lower
percentage (being more than 50 per cent.) of the issued share capital of CTPT
as LondonMetric may, subject to the rules of the Takeover Code and with the
consent of the Panel, decide) as those which would apply to the Scheme (the
"Takeover Offer Acceptance Condition"). Further, if sufficient acceptances of
such Takeover Offer are received and/or sufficient CTPT Shares are otherwise
acquired, it is the intention of LondonMetric to apply the provisions of Part
XVIII of the Companies Law of Guernsey to compulsorily acquire any outstanding
CTPT Shares to which such Takeover Offer relates.
10. The availability of the Acquisition to CTPT Shareholders
not resident in the United Kingdom or Guernsey may be affected by the laws of
the relevant jurisdictions. Persons who are not resident in the United Kingdom
or Guernsey should inform themselves about and observe any applicable
requirements. Further details in relation to overseas shareholders will be
contained in the Scheme Document. The New LondonMetric Shares to be issued
under the Acquisition 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 or under any of the
relevant securities laws of any other Restricted Jurisdiction. Accordingly,
the New LondonMetric Shares may not be offered, sold or delivered, directly or
indirectly, in or into the United States, or any other Restricted
Jurisdiction, except pursuant to exemptions from applicable requirements of
any such jurisdiction, including, without limitation, the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) thereof.
11. The Acquisition is not being made, directly or
indirectly, in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of,
any Restricted Jurisdiction where to do so would violate the laws of that
jurisdiction.
12. The Acquisition and the Scheme will be governed by the
laws of Guernsey and be subject to the jurisdiction of the Court and to the
conditions and further terms set out in this Appendix 1 and the full terms and
conditions to be set out in the Scheme Document. The Acquisition will also be
subject to the applicable requirements of the Companies Law of Guernsey, the
Court (as a result of CTPT being incorporated in Guernsey), the GFSC, the FCA,
the London Stock Exchange and the Takeover Code.
13. Each of the Conditions will be regarded as a separate
Condition and will not be limited by reference to any other Condition.
Appendix 2
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. The value placed by the Acquisition on the existing
issued and to be issued share capital of CTPT on a fully diluted basis is
based upon:
(a) 232,130,539 CTPT Shares in issue as at the Latest
Practicable Date (excluding CTPT Shares held in treasury);
(b) 8,575,000 CTPT Shares held in treasury as at the Latest
Practicable Date; and
(c) an exchange ratio of 0.455 New LondonMetric Shares for
each CTPT Share.
2. As at the Latest Practicable Date, the number of CTPT
Shares eligible to vote on:
(a) the Scheme at the Court Meeting is 232,130,539 CTPT
Shares; and
(b) the special resolution to approve all actions necessary
for carrying the Scheme into effect and the adoption of the Amended CTPT
Articles at the CTPT General Meeting is 232,130,539 CTPT Shares.
3. Closing Prices for LondonMetric Shares and CTPT
Shares on the Latest Practicable Date are taken from the Daily Official List.
4. Volume weighted average prices have been derived from
Refinitiv Eikon and have been rounded to the nearest single penny.
5. Total accounting returns for LondonMetric and CTPT
are based on reported EPRA NTA figures up to and including 31 March 2023 and
dividends declared in relation to the preceding ten year periods
6. The financial information relating to CTPT is
prepared in accordance with IFRS and is extracted, as relevant from the:
(a) audited consolidated financial statements of CTPT for
the year ended 30 June 2022 prepared in accordance with IFRS;
(b) unaudited consolidated interim financial statements
contained in the interim results of CTPT for the period ended 31 December
2022; and
(c) trading update and Net Asset Value as at 31 March 2023
prepared in accordance with IFRS.
7. The financial information relating to LondonMetric is
prepared in accordance with IFRS and is extracted, as relevant from the
(a) audited consolidated financial statements of
LondonMetric for the year ended 31 March 2023 and the accompanying investor
presentation.
8. The premium and discount calculations to the price
per CTPT Share and CTPT NTA in this Announcement have been calculated based on
the consideration of 85.5 pence per CTPT Share, and by reference to:
(a) the Closing Price on 23 May 2023 (being the Latest
Practicable Date) of 63.7 pence per CTPT Share;
(b) the three-month volume weighted average Closing Price of
64.2 pence per CTPT Share as at 23 May 2023 (being the volume weighted average
Closing Price for the three-month period ended on the Latest Practicable
Date);
(c) CTPT NTA per share on 31 March 2023 of 96.6 pence per
CTPT Share;
£m
Property portfolio per Valuation Report 288.3
Adjustments( 1 ) (4.2)
Fair Value of Property Portfolio 284.1
Gross debt (90.0)
Cash 30.8
Other net liabilities (0.6)
EPRA net tangible assets 224.3
Total CTPT diluted shares 232,130,539
EPRA NTA per CTPT Share (pence) 96.6
________________________
( )(1 ) Adjustments of (£4.2m) relate to adjustments for
lease incentives.
(d) LondonMetric NTA per share on 31 March 2023 of 198.9
pence per LondonMetric Share.
£m
Property portfolio per Valuation Report 3,084.3
Adjustments( 2 ) (83.4)
Fair Value of Property Portfolio 3,000.9
Gross debt (1,030.5)
Cash 36.5
Other net liabilities (50.7)
EPRA net tangible assets 1,956.2
Total LondonMetric diluted shares 983,631,886
EPRA NTA per LondonMetric share (pence) 198.9
________________________
( 2 )( ) Adjustments of £83.4 million comprise approximately
£106.5 million in relation to properties held through joint venture
agreements, net property sales and other immaterial adjustments of
approximately £16.0 million and £7.1 million primarily in relation to a
right of use asset.
9. The percentage holdings of existing LondonMetric
Shareholders and CTPT Shareholders in the Combined Group have been derived
from:
(a) 982,968,464 LondonMetric Shares in issue as at the
Latest Practicable Date;
(b) 105,619,395 New LondonMetric Shares expected to be
issued to CTPT Shareholders on the basis of the exchange ratio of 0.455 New
LondonMetric Shares for each CTPT Share.
10. Certain figures in this Announcement have been subject
to rounding adjustments.
Appendix 3
IRREVOCABLE UNDERTAKINGS
Summary of Irrevocable Undertakings
Name of beneficial holder Number of CTPT Shares in respect of which undertaking is given Percentage of CTPT Shares in issue at the Latest Practicable Date
%
CTPT Directors 211,689 0.1%
Other CTPT Shareholders 26,284,331 11.3%
Total eligible CTPT Shares 26,496,020 11.4%
Irrevocable Undertakings from the CTPT Directors
The following CTPT Directors have given irrevocable undertakings in respect of
their entire beneficial holdings of CTPT Shares to vote or procure votes in
favour of the CTPT Resolution to be proposed at the CTPT General Meeting,
amounting in aggregate to 211,689 CTPT Shares, representing approximately 0.1%
per cent. of CTPT's existing issued ordinary share capital as at close of
business on the Latest Practicable Date:
Name Number of CTPT Shares in respect of which undertaking is given Percentage of CTPT Shares in issue at the Latest Practicable Date
%
Davina Walter 34,000 0.01%
David Ross 120,000 0.05%
Mark Carpenter 20,000 0.01%
Alexa Henderson 37,689 0.02%
The board of CTPT notes that James Thornton does not hold any CTPT Shares.
These irrevocable undertakings will cease to be binding if:
(i) the Scheme Document or, if the Acquisition is implemented by way of
a Takeover Offer, the offer document (as applicable) has not been posted to
CTPT Shareholders within 28 days of the issue of this Announcement (or within
such longer period as LondonMetric and CTPT, with the consent of the panel,
may agree);
(ii) the Scheme or Takeover Offer (as applicable) or
any resolution to be proposed is not approved by the requisite majority of the
shareholders of CTPT at the CTPT General Meeting or the Court Meeting;
(iii) the Scheme or Takeover Offer (as applicable) has
not become Effective, or become or been declared unconditional in all respects
(as the case may be), on or before the Long-stop Date; or
(iv) the Scheme does not become effective or, as
applicable, the Acquisition lapses or is withdrawn and no new, revised or
replacement Scheme or Takeover Offer is or has been announced in accordance
with the Takeover Code at the same time;
(v) before despatch of the Scheme Document or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document (as the case may
be) any event occurs or becomes known to LondonMetric or its financial adviser
as a result of which the Panel requires or agrees that LondonMetric need not
make the offer.
Other CTPT Shareholders Irrevocable Undertakings
The following holders, controllers and/or beneficial owners of CTPT Shares
have given irrevocable undertakings that they shall or shall procure that the
registered holder of such CTPT Shares shall, amongst other things, vote in
favour of the Scheme at the Court Meeting and the CTPT Resolution at the CTPT
General Meeting in relation to the following CTPT Shares currently held by
them as well as any further CTPT Shares which they may become the registered
or beneficial owner of or otherwise interested in:
Name Number of CTPT Shares in respect of which undertaking is given Percentage of CTPT Shares in issue at the Latest Practicable Date
%
TR Property Investment Trust plc 22,284,331 9.6%
Ravenscroft Limited 4,000,000 1.7%
These irrevocable undertakings will cease to be binding if:
(i) the Scheme Document or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document (as applicable) has not been posted to CTPT
Shareholders within 28 days of the issue of this Announcement (or within such
longer period as LondonMetric and CTPT, with the consent of the panel, may
agree);
(ii) the Scheme or Takeover Offer (as applicable) or any resolution to
be proposed is not approved by the requisite majority of the shareholders of
CTPT at the CTPT General Meeting or the Court Meeting;
(iv) the earlier of (a) the Long-stop Date, or (b) the date on which the
offer is withdrawn or lapses in accordance with its terms, save where the
offer is withdrawn or lapses as a result of LondonMetric exercising its right
to implement the Acquisition by way of a Takeover Offer and a new, revised or
replacement Scheme or Takeover Offer is or has been announced in accordance
with the Takeover Code at the same time; and
(v) before despatch of the Scheme Document or, if the Acquisition is
implemented by way of a Takeover Offer, the offer document (as the case may
be) any event occurs or becomes known to LondonMetric or its financial adviser
as a result of which the Panel requires or agrees that LondonMetric need not
make the offer.
TR Property Investment Trust PLC may accept a competing offer for the entire
issued and to be issued ordinary share capital of CTPT or exercise its voting
rights in favour of a competing offer for the entire issued and to be issued
ordinary share capital of CTPT provided that in its reasonable opinion the
offer represents more than the value per CTPT Share of the LondonMetric offer.
The irrevocable undertaking from TR Property Investment Trust PLC will
terminate if any competing offer for the entire issued and to be issued
ordinary share capital of CTPT becomes or is declared unconditional in all
respects (if implemented by way of a Takeover Offer) or becomes effective (if
implemented by way of a Scheme).
In addition, the irrevocable undertaking from Ravenscroft Limited will
terminate if a competing offer for the entire issued and to be issued ordinary
share capital of CTPT, howsoever structured, is announced provided that such
offer represents a value per CTPT Share of not less than 10 per cent. above
the value of the offer, and LondonMetric has not announced a firm intention to
make a revised offer for the entire issued and to be issued share capital of
CTPT on terms which, in the reasonable opinion of the board of directors of
CTPT, having taken advice form its financial adviser, offer equivalent or
improved consideration to that available under such competing offer by 5.00
p.m. on the fifth business day after the date of the announcement made under
Rule 2.7 of the Takeover Code of such competing offer.
Appendix 4
Savills Valuation Report
1. Valuation Report
1.1.
RICS Registered Valuer
Director
1.1. Addressees LondonMetric Property Plc
1 Curzon Street
London
W1J 5HB
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
CT Property Trust Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
Panmure Gordon (UK) Limited
40 Gracechurch Street
London
EC3V 0BT
FAO: Jadzia Duzniak and Andrew Smith
1.2. Project Name Project Bude
1.3. Instructions and Purpose of Valuation In accordance with our instructions received from LondonMetric Property Plc
("LondonMetric") and our terms of engagement dated 22 May 2023 with
LondonMetric and Peel Hunt LLP, we have undertaken valuations (the
"Valuations") of the freehold and leasehold interests in the properties
described in Schedule 2 (the "Properties" and each being a "Property")
(together, the "Portfolio"). The Company has expressly instructed us not to
disclose certain information which is considered commercially sensitive,
namely the individual values of the properties.
This report (the "Report") has been prepared in accordance with the RICS
Valuation - Global Standards (incorporating the IVSC International Valuation
Standards) effective from 31 January 2022 together with the UK National
Supplement effective 14 January 2019, together the "Red Book''. The Report has
been prepared in accordance with the requirements of Rule 29 of the City Code
on Takeovers and Mergers (the "Code"). We understand that this Report is
required for inclusion in (i) a firm offer announcement to be issued by
LondonMetric pursuant to Rule 2.7 of the Code (the "Announcement") in
connection with a recommended all-share offer by LondonMetric for CT Property
Trust Limited ("CT") (the "Transaction") and (ii) a scheme document (the
"Circular") to be issued by CT and to the Report being put on public display
on the websites of LondonMetric and/or CT dated, in each case, the date of the
relevant document in which it appears.
1.4. Terms of Reference The Portfolio comprises 128 Properties, eleven of which are held on a
leasehold basis, one is held on a part freehold / part leasehold basis, whilst
the remainder are held on a freehold / heritable basis. The Properties are all
held for investment purposes and are located throughout the UK. All the
Properties are identified on the attached schedule at Section 2 of this
Report.
LondonMetric has provided us with floor areas for the Properties, which we
understand were calculated in accordance with the current RICS Property
Measurement and upon which we have relied. We have not remeasured the office
properties in the portfolio in accordance with International Property
Measurement Standard (IPMS) 3 - Offices and therefore our Valuations are based
on Net Internal Areas as defined in the RICS Property Measurement. We have
been provided with legal documents for the Properties and tenancy schedules
provided by LondonMetric. In addition to this, we have received updates from
LondonMetric's specialist advisors. We confirm that we have considered
sustainability features relevant to the Properties and the implications these
could have on our Valuations.
1.5. Conflicts of Interest In accordance with the RICS professional statement on Conflicts of Interest
(1(st) Edition, March 2017), we are not aware of any conflict of interest
preventing us from providing you with an independent valuation of the
properties in accordance with the RICS Red Book. We confirm that we undertake
valuations of the Properties on behalf of LondonMetric for accounts purposes
on a bi-annual basis, the last of which was as at 31 March 2023. We confirm we
are acting as an "external valuer" as defined in the RICS Red Book.
1.6. Date of Valuation and Changes to Value since the Our opinions of value are as at 31 March 2023 (the "Valuation Date"). The
Valuation Date importance of the Valuation Date must be stressed as property values can
change over a relatively short period.
We note that between the Valuation Date and date of this Valuation Report:
· IMO Car Wash, Hookstone Chase, Harrogate has been sold;
· Stamford Hill Service Station, Stamford Hill High Street,
Stamford Hill, London has exchanged for sale;
· Land at Uckfield Retail Park, Batt's Bridge Road, Uckfield has
increased in value by £2,150,000 to £6,350,000 due to Capital Expenditure.
We confirm that we are not aware of any other material changes in any matter
relating to the Properties, having made due and careful enquiries of
LondonMetric, which would materially affect our Valuations reported on the
Valuation Date compared to the date of this Report. Nor do we believe that
market conditions have changed sufficiently to materially alter the Valuations
reported as at the Valuation Date. As a result, we confirm that an updated
valuation as at the date of this Valuation Report would not be materially
different from the Valuations as at the Valuation Date.
1.7. Valuer Details These Valuations have been prepared by a number of valuers under the
supervision of Ollie King MRICS and Claire Magowan MRICS, both of whom are
RICS Registered Valuers. We confirm that they have sufficient current
knowledge of the relevant market(s) and the necessary skills and understanding
to undertake the Valuations competently in accordance with Rule 29 of the
Code.
We are required by RICS regulations to disclose the following:
· Ollie King MRICS and Claire Magowan MRICS commenced supervision
of the Valuation of this Portfolio in September 2021, when Savills (UK)
Limited was instructed to provide bi-annual valuations;
· In the financial year ending 31 December 2022, the total fees
earned from the Addressees, and connected parties, was less than 5% of Savills
(UK) Limited's turnover.
1.8. Basis of Valuation Our Valuations have been prepared on the basis of Market Value, the definition
of which is as follows:
"The estimated amount for which an asset or liability should exchange on the
valuation date between a willing buyer and a willing seller in an arm's length
transaction after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion."
Our Valuations have been arrived at predominantly by reference to market
evidence for comparable property. We have made no allowance for any Capital
Gains Tax or other taxation liability that might arise upon a sale of the
property, nor have we allowed for any adjustment to any of the properties'
income streams to take into account any tax liabilities that may arise. Our
Valuations are exclusive of VAT (if applicable). We have excluded from our
Valuations any additional value attributable to goodwill, or to fixtures and
fittings which are only of value in situ to the present occupiers.
No allowance has been made for rights, obligations or liabilities arising in
relation to fixed plant and machinery, and it has been assumed that all fixed
plant and machinery and the installation thereof complies with the relevant
EEC legislation, insofar that the latter is applicable.
We have made no variation from standard assumptions.
1.9. Market Conditions The UK economy continues to experience inflationary pressures against the
backdrop of faltering economic growth and continued concerns over the cost of
high energy costs, following the ongoing war in Ukraine. The Bank of England
has sought to address this by increasing interest rates, while the government
has stepped in to insulate households and businesses from much of the increase
in wholesale energy prices. Financial markets remain under close watch after a
period of disruption and resulting volatility, but the UK government has
managed to restore confidence in their ability to manage public finances, and
bond yields have fallen by around 100bps since peaking last October at around
4.5%.
There remains concern as to how the UK economy will perform in the short term
and the IMF are amongst those who have issued a bearish assessment for the
short term outlook, whilst some bankers and other commentators have issued a
more upbeat outlook, although nonetheless subject to challenges. There are
some encouraging signs that the recent economic disruption is starting to
stabilise insofar that the inflation curve points to a marked reduction in
inflation over the next 6 to 12 months, SONIA interest rates have tightened
and lenders continue to re-emerge in the UK residential market with mortgage
lending rates beginning to fall.
Whilst the UK economy narrowly avoided falling into recession in 2022, the
economic outlook for the next 12 months remains muted. Continued industrial
action in the public sector, coupled with the prolonged hostilities in Ukraine
and a weak consumer economy are also likely to impact economic performance.
Nonetheless as inflationary pressures start to potentially subside, the
Chancellor is coming under increasing pressure to reduce taxes as the UK moves
towards a probable General Election in the mid part of 2024.
Although the impact of this volatility and marked slowdown in the economy is
yet to fully play out in the commercial real estate markets, we have witnessed
significant price discounts and sales being withdrawn as vendor price
expectations are not met, sometimes by a significant margin. Equally several
real estate funds are closed for redemptions, real estate lenders are
cautionary as to financing new lending opportunities and buyers are adopting
an opportunistic pricing approach.
The result has been a severe slowdown in transactional volumes and liquidity,
with an inevitable reduction in the availability of comparable evidence to
inform the valuation process, placing increased emphasis on market
sentiment. There is growing evidence of a polarised market between genuinely
"best in class" properties versus those which are challenged by locational
factors and the underlying quality of the real estate. This invariably
includes ESG considerations such is the heighten levels of importance that all
stakeholders in the market, be it occupiers, investors and crucially lenders
are attributing to this in their decision making. For prime commercial
property investments, a degree of pricing evidence is starting to emerge to
assist in valuations, although away from this, values can be hampered by
limited transactional data points and thus influenced by the positivity or
otherwise within the wider economy.
Although there remains liquidity in the market, the ongoing geo-political
headwinds, economic challenges, along with the cost and availability of debt
finance is likely to further impact pricing in some sectors, such that future
value erosion cannot be discounted with the more marked falls in value
continuing to be in respect properties lying outside of prime markets.
It is therefore important to recognise that our Valuations have been prepared
against the backdrop of a very challenging economic outlook and financial
market instability. We stress the importance of the Valuation Date and
recommend that the value of the property is kept under regular review. For the
avoidance of doubt, our Valuations are not reported as being subject to
'material valuation uncertainty' as defined in the RICS Valuation - Global
Standards.
1.10. Market Value We are of the opinion that the aggregate Market Value of the Properties in the
Portfolio, as at 31 March 2023, is:
Freehold / Heritable £727,670,000
Part Freehold / Part Leasehold £8,200,000
Leasehold £62,635,000
TOTAL £798,505,000
(SEVEN HUNDRED AND NINETY EIGHT MILLION FIVE HUNDRED AND FIVE THOUSAND POUNDS)
The total valuation figure reported is the aggregate total of the individual
Properties and not necessarily a figure that could be achieved if the
Portfolio was sold as a single holding. A schedule of individual valuations is
attached at Section 2 of this Report. Our Valuations include standard
purchaser's costs but do not include costs of realisation.
The Market Value of the Properties split by property type (based on the
Company's categorisations) is as follows:
Retail and Retail Warehouse £275,040,000
Trade £109,475,000
Supermarket £176,825,000
Leisure £62,200,000
Automotive £103,025,000
Industrial £39,950,000
Offices £21,740,000
Other £9,450,000
Residential £800,000
Additionally, we comment below regarding the development properties:
Property Description, Development Status and Tenure Valuation assumptions Market Value
Phase 3, Land east of Mercery Road, Weymouth The site forms part of a 12 acre site adjacent to a new four unit retail park Market Value on the assumption that the development has been completed (i.e. £1,100,000
which has recently been developed and known as Phase 2. The subject site is vacant at completion date): £10,000,000
known as Phase 3 and has been earmarked as a site for a potential 20,000 -
25,000 sq ft retail unit or supermarket. Negotiations are ongoing with M&S
as a potential pre-let for the property.
Market Value on the assumption that the development has been completed and
let: £11,900,000
The site does not benefit from detailed planning consent although originally
(prior to the development of Phase 2) formed part of the planning consent
granted under reference WP/19/00778/FUL in September 2021 for the erection of Estimated total costs to complete (including carrying charges and finance):
aretail development comprising five units with associated car parking. £7,250,000
Freehold Assumed timings:
9 months planning / pre construction period
18 months construction period
6 months marketing void
Land at Uckfield Retail Park, Batt's Bridge Road, Uckfield The property comprises a pre-let retail warehouse / foodstore development with Market Value on the assumption that the development has been completed and £6,350,000
the benefit of planning permission granted on 28 March 2022 (WD/2021/2456/MAJ) let: £14,000,000
and is currently in the course of construction.
Estimated total costs to complete (including carrying charges and finance):
On completion, the property will comprise a two unit scheme: Unit 1 will £5,800,000
provide a gross internal area of 21,000 sq ft and is pre let to M&S. Unit
2will provide a gross internal area of 20,000 sq ft and is pre let to TJ
Morris trading as Home Bargains.
Assumed completion date: January 2024
Freehold
Assumed lease start dates: January 2024
1.11. Confidentiality In accordance with the recommendations of the RICS, this Report is provided
solely for the purpose stated in this Report. It is confidential to and for
the use only of the parties to whom it is addressed, and no responsibility is
accepted to any third party for the whole nor any part of its contents. Any
such parties rely upon this Report at their own risk. Neither the whole nor
any part of this Report or any reference to it may be included now, or at any
time in the future, in any published document, circular or statement, nor
published, referred to or used in any way without our written approval of the
form and context in which it may appear.
We understand that the Report is for inclusion in the Announcement and the
Circular and any further documents or announcements to be published by
LondonMetric and/or CT in accordance with the Transaction. We consent to the
publication and reproduction of the Report as required subject to the
provisions of our Terms of Engagement.
1.12. Portfolio Valuation General Assumptions and Conditions All valuation advice has been carried out on the basis of the General
Assumptions and Conditions (#Assumptions) set out in Section 3.
1.13. Reliance This Report is addressed to and capable of being relied upon by:
· LondonMetric Property PLC
· Peel Hunt LLP
· CT Property Trust Limited
· Panmure Gordon (UK) Limited
(together, the Addressees) provided that, in relying on this Report, each of
the Addressees acknowledges and agrees that:
(a) our aggregate liability to any one or more or all of
the Addressees in respect of this report shall be limited to the lower of 33%
of the Value of the Property as stated in our Report and £75 million.
Notwithstanding the above, we acknowledge that this report will also be for
the use of the shareholders of CT for the specific Purpose set out in this
Valuation.
This Report is subject to the terms and conditions set out in our Terms of
Engagement dated 22 May 2023.
1.14. Signatories
Claire Magowan MRICS Ollie King MRICS
RICS Registered Valuer
Director
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1.15. Date of Report 24 May 2023
(SEVEN HUNDRED AND NINETY EIGHT MILLION FIVE HUNDRED AND FIVE THOUSAND POUNDS)
The total valuation figure reported is the aggregate total of the individual
Properties and not necessarily a figure that could be achieved if the
Portfolio was sold as a single holding. A schedule of individual valuations is
attached at Section 2 of this Report. Our Valuations include standard
purchaser's costs but do not include costs of realisation.
The Market Value of the Properties split by property type (based on the
Company's categorisations) is as follows:
Retail and Retail Warehouse £275,040,000
Trade £109,475,000
Supermarket £176,825,000
Leisure £62,200,000
Automotive £103,025,000
Industrial £39,950,000
Offices £21,740,000
Other £9,450,000
Residential £800,000
Additionally, we comment below regarding the development properties:
Property Description, Development Status and Tenure Valuation assumptions Market Value
Phase 3, Land east of Mercery Road, Weymouth The site forms part of a 12 acre site adjacent to a new four unit retail park Market Value on the assumption that the development has been completed (i.e. £1,100,000
which has recently been developed and known as Phase 2. The subject site is vacant at completion date): £10,000,000
known as Phase 3 and has been earmarked as a site for a potential 20,000 -
25,000 sq ft retail unit or supermarket. Negotiations are ongoing with M&S
as a potential pre-let for the property.
Market Value on the assumption that the development has been completed and
let: £11,900,000
The site does not benefit from detailed planning consent although originally
(prior to the development of Phase 2) formed part of the planning consent
granted under reference WP/19/00778/FUL in September 2021 for the erection of Estimated total costs to complete (including carrying charges and finance):
a retail development comprising five units with associated car parking. £7,250,000
Freehold Assumed timings:
9 months planning / pre construction period
18 months construction period
6 months marketing void
Land at Uckfield Retail Park, Batt's Bridge Road, Uckfield The property comprises a pre-let retail warehouse / foodstore development with Market Value on the assumption that the development has been completed and £6,350,000
the benefit of planning permission granted on 28 March 2022 (WD/2021/2456/MAJ) let: £14,000,000
and is currently in the course of construction.
Estimated total costs to complete (including carrying charges and finance):
On completion, the property will comprise a two unit scheme: Unit 1 will £5,800,000
provide a gross internal area of 21,000 sq ft and is pre let to M&S. Unit
2 will provide a gross internal area of 20,000 sq ft and is pre let to TJ
Morris trading as Home Bargains.
Assumed completion date: January 2024
Freehold
Assumed lease start dates: January 2024
1.11. Confidentiality
In accordance with the recommendations of the RICS, this Report is provided
solely for the purpose stated in this Report. It is confidential to and for
the use only of the parties to whom it is addressed, and no responsibility is
accepted to any third party for the whole nor any part of its contents. Any
such parties rely upon this Report at their own risk. Neither the whole nor
any part of this Report or any reference to it may be included now, or at any
time in the future, in any published document, circular or statement, nor
published, referred to or used in any way without our written approval of the
form and context in which it may appear.
We understand that the Report is for inclusion in the Announcement and the
Circular and any further documents or announcements to be published by
LondonMetric and/or CT in accordance with the Transaction. We consent to the
publication and reproduction of the Report as required subject to the
provisions of our Terms of Engagement.
1.12. Portfolio Valuation General Assumptions and Conditions
All valuation advice has been carried out on the basis of the General
Assumptions and Conditions (#Assumptions) set out in Section 3.
1.13. Reliance
This Report is addressed to and capable of being relied upon by:
· LondonMetric Property PLC
· Peel Hunt LLP
· CT Property Trust Limited
· Panmure Gordon (UK) Limited
(together, the Addressees) provided that, in relying on this Report, each of
the Addressees acknowledges and agrees that:
(a) our aggregate liability to any one or more or all of
the Addressees in respect of this report shall be limited to the lower of 33%
of the Value of the Property as stated in our Report and £75 million.
Notwithstanding the above, we acknowledge that this report will also be for
the use of the shareholders of CT for the specific Purpose set out in this
Valuation.
This Report is subject to the terms and conditions set out in our Terms of
Engagement dated 22 May 2023.
1.14. Signatories
Claire Magowan MRICS
Ollie King MRICS
RICS Registered Valuer
Director
For and on behalf of Savills Advisory Services Limited, a subsidiary of
Savills Plc
Regulated by RICS
Registered in England No. 06215875
Registered Office: 33 Margaret Street, London, W1G 0JD
1.15. Date of Report
24 May 2023
2. Schedule of Valuations
Town Address Tenure
(UXT)
RETAIL WAREHOUSE
BANGOR Boots UK Limited FH
277/279 High Street
BURTON UPON TRENT St Peters Retail Park FH
Lichfield Street
COVENTRY Airport Retail Park FH
London Road
EVESHAM Four Pools Retail Park FH
Four Pools Lane
LONDON Cantium Retail Park FH
Old Kent Road
STOURBRIDGE Wilko Stourbridge FH
WEYMOUTH Weymouth Phase 2 FH
Weymouth Gateway Mercery Road
RETAIL
BIRCHLEY Halfords & Dunelm FH
BIRMINGHAM Apex Retail Park FH
BIRMINGHAM DFS/ Sofology FH
John Kempe Way Middleway
BRISTOL DFS/ Sofology LH
Highwood Lane Patchway, Cribbs Causeway
(97 yrs.)
BROADSTAIRS DFS Broadstairs FH
Westwood Junction
CARLISLE DFS FH
GATESHEAD DFS Store & Pets at Home FH
Metro Park West Gateshead
GLASGOW DFS/ Sofology/ Costa FH
2029 London Road Tollcross
LUTON Dunstable Road Retail Park FH
Dunstable Road
NEW MALDEN Burlington Retail Park FH
Burlington Road
PRESTON DFS & former Mothercare Stores FH
Mariners Way Ashton-on-Ribble
SUNDERLAND DFS Store FH
3 Hylton Grange Off Wessingham Way
TRURO The Range FH
TRADE
AYLESBURY Kwik Fit Aylesbury FH
Park Street
BARNET STS Tyre Pros FH
24/28 St Albans Road
BIRMINGHAM Cable & Wireless UK LH
Talbot Way
(91 yrs.)
BIRMINGHAM National Express Yardley Wood FH
Yardley Wood Road Yardley Wood
BOGNOR REGIS Southern Cross Trading Estate FH
CARLISLE Wickes Store FH
34 Dukes Road
CHELMSFORD Halfords Autocentre FH
COLCHESTER Kwik Fit Colchester FH
103 North Station Road
COVENTRY Meggit FH
Swallow Road Off Holbrook Lane
DARTFORD Halfords Autocentre FH
Unit 8 and 9, Orbital One
DEREHAM Kwik Fit Dereham FH
Yaxham Road
GLASGOW MKM FH
71 Nuneaton Street
HAVERHILL MKM Plot 4 Haverhill Business Cent FH
Iceni Way
HAYES Virgin Media FH
Connect House, Unit 2 Swallowfield Way
HOUNSLOW Kwik Fit Hounslow FH
213 Staines Road
IPSWICH Spenhill Retail Park FH
Anson Road Martlesham Heath
LONDON Kwik Fit Hammersmith FH
332/336 Goldhawk Road Hammersmith
LONDON Kwik Fit Whetstone FH
997/1003 High Road Whetstone
MILTON KEYNES Kwik Fit Milton Keynes FH
Saxon Street Bletchley
NEW MALDEN Virgin Media FH
Unit 6 and 7. Shannon Commercial Centre Beverley Way
NORWICH Kwik Fit Norwich FH
Broadsman Close
ORPINGTON Selco FH
Cray Avenue
RAINHAM Kwik Fit Rainham FH
194-6 High Street
SLOUGH Kwik Fit Slough FH
1 Bath Road
STEVENAGE Kwik Fit Stevenage FH
100 High Street
TILBURY Halfords Autocentre FH
WALLINGFORD MKM/ Howden Trade Counter FH
Hithercroft Industrial Estate
WIGSTON Wickes FH
Blaby Road
WINDSOR Kwik Fit Windsor FH
22a Alma Road
SUPERMARKET
COVENTRY Costco FH
DURHAM The Range / Lidl FH
Dragon Lane
HARBORNE Waitrose FH
KEYNSHAM Waitrose FH
LEICESTER Aldi FH
Abbey Lane
MALMESBURY Waitrose FH
MATLOCK M&S Foodhall LH
Crown Square
(85 yrs.)
PADDOCK WOOD Waitrose FH
SIDCUP Booker FH
Edgington Way
SOUTH RUISLIP 428 Victoria Road FH
SPILSBY Sainsburys FH
Boston Road
STIRCHLEY Booker Stirchley FH
TOWCESTER Waitrose FH
YATELEY Waitrose FH
Tresham Crescent
LEISURE
CARDIFF Owain Glyndwr FH
10 St John's Street
CHELMSFORD Odeon Chelmsford Part FH / LH
Kings Head Walk
(119 yrs.)
HULL Odeon Luxe Hull LH
Kingston Park
(117 yrs.)
LEEDS Gelderd Road FH
Birstall
LONDON Odeon Luxe Lee Valley LH
Lee Valley Leisure Complex Picketts Lock Lane Edmonton
(95 yrs.)
LONDON 47-49 Borough High Street FH
LYTHAM ST ANNES Travelodge FH
329-335 Clifton Drive
TAMWORTH Odeon Luxe Tamworth LH
50 Bolebridge Street
(241 yrs.)
TELFORD Odeon Luxe Telford FH
Forgegate Telford Town Centre
AUTOMOTIVE
BARRY Co-op Food & Petrol - Barry FH
Pontypridd Road (B4266/A4226) Weycock Cross
BASINGSTOKE Co-op Food & Petrol - Basing FH
Grove Road (off A339)
BICESTER Burger King Roadside FH
Bicester 'Gateway'
BICESTER Starbucks Roadside FH
A34 Northbound
BOURNEMOUTH Bournemouth Service Station FH
Holdenhurst Road
BRENTWOOD Ingrave Service Station FH
130 Brentwood Road Herongate
BRIDGEND IMO Car Wash FH
Picton Court Retail Park Waterton
BROADSTAIRS IMO Car Wash FH
Margate Road
CHORLEY IMO Car Wash - Chorley FH
Harpers Lane
DAGENHAM Co-op Food & Petrol FH
Becontree Avenue
GLASTONBURY MFG Glastonbury FH
Wirral Park Road
HARBORNE Co-op FH
261/263 High Street
HILLINGDON Co-op Hillingdon FH
Lees Corner Uxbridge Road Hillingdon Heath
IPSWICH IMO Car Wash FH
Hawes Street
LEWES Malling Service Station FH
96/106 Malling Street
LONDON Bow Road Service Station FH
127/131 Bow Road
LONDON Caledonian Service Station FH
219/227 Caledonian Road
LONDON Lakedale Service Station FH
Plumstead High Street Plumstead
LONDON Stamford Hill Service Station FH
Stamford Hill High Street Stamford Hil
LYMINGTON Co Op FH
Ampress Park
NEW FOREST McDonalds FH
Picket Post
NEWPORT Co-op Food & Petrol FH
High Cross Road (B4266/A4226) High Cross/ Rogerston
PEVENSEY Pevensey Service Station FH
Bexhill Road
PLYMOUTH IMO Car Wash FH
Glenside Rise Plympton
POOLE IMO Car Wash FH
Cabot Lane
RHYL Starbucks Roadside LH
Westbound Express
(244 yrs.)
RHYL Starbucks Roadside LH
Eastbound Express
(244 yrs.)
ROSS ON WYE Daff-Y-Nant Services - PFS FH
A40 Southbound Whitchurch
RUSHDEN Starbucks FH
John Clark Way (A5001)
THIRSK Starbucks Roadside FH
A168 Northbound
TONBRIDGE BP Filling Station FH
Hastings Road Matfield
UCKFIELD McDonalds FH
Maresfield Bypass
UTTOXETER Zood FH
Brookside Road
WAREHAM Sandford Service Station FH
Main Road
WEST LYNN McDonalds FH
Clenchwarton Road
WESTON-SUPER -MARE IMO Car Wash 2 FH
Weston Links
WESTON-SUPER-MARE IMO Car Wash 1 FH
New Bristol Road
WHITCHURCH McDonalds FH
A41 Wrexham Road
WISBECH Starbucks/ Subway Roa FH
Biggs Road
WORCESTER Nunnery Park Service Station FH
Nunnery Way/ Horn Hill Road
WORTHING Worthing Service Station FH
Nelson Road
YARMOUTH McDonalds FH
Yarmouth Road
INDUSTRIAL
BIRMINGHAM Forward Park FH
CROYDON Progress Business Park FH
Progress Park
HALESOWEN Shenstone Trading Estate FH
OXFORD Fenchurch Court FH
OFFICES
CHISWICK Dukes Gate FH
COVENTRY Compton Court LH
(123 yrs)
COVENTRY Oak Tree Court LH
(126 yrs)
HALESOWEN Mucklow Office Park FH
WORCESTER Apex House FH
OTHER
HALESOWEN Land Mucklow Hill FH
STIRCHLEY Land Bewdley Road FH
Bewdley Road
UCKFIELD Land at Uckfield Retail Park FH
Batt's Bridge Road
WEYMOUTH Weymouth Phase 3 FH
Weymouth Gateway Mercery Road
RESIDENTIAL
LONDON Highbury Stadium Square, Avenell Road LH
(238 yrs.)
3. Portfolio Valuation General Assumptions and Conditions
General Assumptions
Our reports and valuations are carried out on the basis of the following
General Assumptions:
Tenure and Tenancies
That the properties are not subject to any unusual or especially onerous
restrictions, encumbrances or outgoings contained in the Freehold Title. We
will not inspect the Title Deeds or Land Registry Certificate and shall rely
upon information provided by you or your solicitor relating to both tenure and
tenancy data. Should there be any mortgages or charges, we have assumed that
the Properties would be sold free of them.
Condition and Repair
That the buildings are structurally sound, and that there are no structural,
latent or other material defects, including rot and inherently dangerous or
unsuitable materials or techniques, whether in parts of the building we have
inspected or not, that would cause us to make allowance by way of capital
repair. Our inspection of the properties and this report do not constitute a
building survey. Our Valuation is on the basis that a building survey would
not reveal material defects or cause us to alter our Valuation materially.
That in the construction or alteration of the building no use was made of any
deleterious or hazardous materials or techniques, such as high alumina cement,
calcium chloride additives, woodwool slabs used as permanent shuttering and
the like (other than those points referred to above). We will not carry out
any investigations into these matters.
That the properties are not adversely affected, nor is likely to become
adversely affected, by any highway, town planning or other schemes or
proposals, and that there are no matters adversely affecting value that might
be revealed by a local search, replies to usual enquiries, or by any statutory
notice.
That the buildings have been constructed and is used in accordance with all
statutory and bye-law requirements, and that there are no breaches of planning
control. Likewise, that any future construction or use will be lawful.
That the properties are connected or capable of being connected without undue
expense, to the public services of gas, electricity, water, telephones and
sewerage. Sewers, mains services and roads giving access to the Properties
have been adopted, and any lease provides rights of access and egress over all
communal estate roadways, pathways, corridors, stairways and the use of
communal grounds, parking areas and other facilities.
Environmental Risks
That the properties have not suffered any land contamination in the past, nor
is it likely to become so contaminated in the foreseeable future. We have
not carried out any soil tests or made any other investigations in this
respect, and we cannot assess the likelihood of any such contamination.
That there are no adverse site or soil conditions, that the properties are not
adversely affected by the Town and Country Planning (Assessment of
Environmental Effects) Regulations 1988, that the ground does not contain any
archaeological remains, nor that there is any other matter that would cause us
to make any allowance for exceptional delay or site or construction costs in
our valuation.
That the properties are free from environmental hazards, including infestation
from invasive plants such as Japanese Knotweed. This assumption is made in
recognition of the fact that identifying Japanese knotweed is problematic and
cannot be guaranteed. This is partly because during the early stages of its
annual life cycle some of the classic visual characteristics are not
distinctive and during the winter months the plant sheds its leaves and
suffers die back. It is also possible that Japanese knotweed has received a
herbicide-based treatment which has removed all visible above ground signs but
may not have killed the below ground rhizome (root) which, in turn, may lead
to new growth and the spread of the plant in time.
Floor Areas
That any floor areas provided by a third party and assigned to Savills (UK)
Limited, have been measured in accordance with the current RICS Property
Measurement. This is the basis on which we will carry out measured surveys
as instructed.
Development Opportunity
In situations where a property is in the course of development, we reflect its
physical condition and the costs remaining to be spent at the valuation
date. We have considered the cost estimates provided by the professional
advisors involved in the project.
In the case of properties where we have been asked to value the site under the
special assumption that the properties will be developed, there are no adverse
site or soil conditions, that the properties are not adversely affected by the
Town and Country Planning (Environmental Impact Assessment) Regulations 2017
that the ground does not contain any archaeological remains, nor that there is
any other matter that would cause us to make any allowance for exceptional
delay or site or construction costs in our Valuation.
General Conditions
Our reports and valuations are carried out on the basis of the following
General Conditions:
1. We have not made any allowance for any Capital Gains Tax or other
taxation liability that might arise upon a sale of the properties. No
allowance has been made for any expenses of realisation.
2. Our valuations are exclusive of VAT (if applicable).
3. Excluded from our valuations is any additional value attributable to
goodwill, or to fixtures and fittings which are only of value in situ to the
present occupier.
4. Our valuations are prepared in accordance with the latest edition of the
RICS Valuation - Professional Standards ("the Red Book") on the basis of
Market Value, unless instructed otherwise. Any such deviation is expressly
stated in our terms of engagement.
5. Each property has been valued individually and no allowance has been
made, either positive or negative, should it form part of a larger disposal.
The total stated is the aggregate of the individual Fair Values.
6. No allowance has been made for rights, obligations or liabilities arising
under the Defective Premises Act 1972, and it has been assumed that all fixed
plant and machinery and the installation thereof complies with the relevant UK
and EEU legislation, insofar that the latter is applicable.
7. That we have been supplied with all information likely to have an effect
on the value of the properties and that the information supplied to us and
summarised in this report is both complete and correct.
8. Our valuations are based on market evidence which has come into our
possession from numerous sources. That from other agents and valuers is
given in good faith but without liability. It is often provided in verbal
form. Some comes from databases such as the Land Registry or computer
databases to which Savills subscribes. In all cases, other than where we
have had a direct involvement with the transactions, we are unable to warrant
that the information on which we have relied is correct although we believe it
to be so.
9. The files which we hold relating to all of our property valuations may be
subject to monitor and audit by the RICS under its conduct and disciplinary
regulations.
Claire Magowan MRICS Ollie King MRICS
Director Director
+44 (0) 2074 098 091 +44 (0) 2074 098 098
cmagowan@savills.com oking@savills.com
CBRE Valuation Report
Introduction
Report Date 24 May 2023
Valuation Date 31 March 2023
Addressee LondonMetric Property Plc
1 Curzon Street
London
W1J 5HB
(hereinafter referred to as "the Company")
and
Peel Hunt LLP
100 Liverpool Street
London
EC2M 2AT
(in their capacity as financial adviser to the Company)
and
CT Property Trust Limited
PO Box 255
Trafalgar Court
Les Banques
St Peter Port
Guernsey
GY1 3QL
(hereinafter referred to as "CT")
and
Panmure Gordon (UK) Limited
40 Gracechurch Street
London
EC3V 0BT
(in their capacity as joint financial adviser and rule 3 adviser to CT)
and
Dickson Minto Advisers
Broadgate Tower
20 Primrose Street
London
EC2A 2EW
(in their capacity as joint financial adviser to CT)
(and all the above collectively referred to as "the Addressees")
The Properties 151 properties held in LondonMetric Property Plc, as set out in the Schedule
of Properties below in Appendix A 1 (#_ftn1) .
Instruction To value without re-inspecting the unencumbered freehold and leasehold
interests (as applicable) of the Properties on the basis of Market Value as at
the Valuation Date in accordance with Terms of Engagement entered into between
CBRE and the Addressees dated 23 May 2023.
Status of Valuer You have instructed us to act as an External valuer as defined in the current
version of the RICS Valuation - Global Standards.
Please note that the Valuation may be investigated by the RICS for the
purposes of the administration of the Institution's conduct and disciplinary
regulations in order to ensure compliance with the Valuation Standards.
Purpose and Basis of Valuation The Valuation has been prepared for a Regulated Purpose as defined in the RICS
Valuation - Global Standards (2022) and the UK national supplement current as
at the Valuation Date (the "Red Book").
We understand that our valuation report and the Appendices to it (together the
"Valuation Report") are required for inclusion in an announcement to be issued
by the Company in connection with the recommended offer by the Company for the
entire issued ordinary share capital of CT (the "Transaction") pursuant to
Rule 2.7 of the Code. City Code on Takeovers and Mergers (the "Code") (the
"Announcement)
The Valuation will be on the basis of:
- Market Value as defined in the current edition of the RICS Valuation -
Global Standards and in the VSTOB.
The effective date of our Valuation is 31 March 2023 (the "Valuation Date").
In accordance with the Red Book we have made certain disclosures in connection
with this valuation instruction and our relationship with the Addressees.
Market Conditions We would draw your attention to the fact that a combination of global
inflationary pressures, higher interest rates, currency movements and the
recent geopolitical events in Ukraine, has heightened the potential for
greater volatility in property markets over the short-to-medium term.
Past experience has shown that consumer and investor behaviour can quickly
change during periods of such heightened volatility. You should note that the
conclusions set out in this report are only valid as at the valuation date.
Where appropriate, we would recommend that the valuation is closely monitored,
as we continue to track how market participants respond to current market
volatility.
Market Value of the Properties as at 31 March 2023 (100%) £2,285,800,000 (Two Billion, Two Hundred and Eighty Five Million, Eight
Hundred Thousand Pounds) exclusive of VAT.
For the avoidance of doubt, we have valued the Properties as real estate and
the values reported above represent 100% of the market values of the assets.
There are no negative values to report.
Our opinion of Market Value is based upon the Scope of Work and Valuation
Assumptions attached, and has been primarily derived using comparable recent
market transactions on arm's length terms.
The Properties are split by property type and tenure as follows.
Freehold Long Leasehold Total
Market Value of Properties held for Investment £2,251,330,000 £29,980,000 £2,281,310,000
(143 properties) (5 properties) (148 properties)
Market Value of Properties Held for Development £4,490,000 - £4,490,000
(3 properties) (3 properties)
Portfolio Total £2,255,820,000 £29,980,000 £2,285,800,000
(146 properties) (5 properties) (151 properties)
Market Value of the Properties as at 31 March 2023 (at share) The Company has advised us that they have a joint venture share in some of the
Properties and the total arithmetical apportionment of the value taking into
account the relevant ownership on a pro-rata basis is as follows:
£2,214,987,500 (Two Billion, Two Hundred and Fourteen Million, Nine Hundred
and Eighty Seven Thousand Five Hundred Pounds) exclusive of VAT.
Where a Property is owned through an indirect investment structure or a joint
tenancy in a trust for sale, our Valuation represents the relevant apportioned
percentage of ownership of the value of the whole Property, assuming full
management control. Our Valuation therefore is unlikely to represent the value
of the interests in the indirect investment structure through which the
property is held.
Report Format Appendix A of this Valuation Report contains the Schedule of Properties
including the most recent inspection dates. Appendix B provides relevant
details of those Properties which have an individual Market Value in excess of
5% of the total aggregate Market Value of the Portfolio. The Company have
expressly instructed us to not disclose the individual values of these
properties on the grounds of commercial sensitivity.
Appendix C provides a split of the value of the Properties by use type.
Appendix D provides a split of the value of the Properties by location.
Appendix E provides additional information on the Properties held for
development.
The Company has expressly instructed us not to disclose certain information
which is considered commercially sensitive, namely the individual values of
the Properties, with the exception of assets which, individually, have a value
of more than 5% of the aggregate of the individual market values, valued as at
31 March 2023. There are two Properties which fall in this category, set out
in Appendix B.
Portfolios and Aggregation We have valued the Properties individually and no account has been taken of
any discount or premium that may be negotiated in the market if all or part of
the portfolio was to be marketed simultaneously, either in lots or as a whole.
Valuation Approach for Properties in Course of Development In the case of development valuations, we would draw your attention to the
fact that, even in normal market conditions, the residual method of valuation
is very sensitive to changes in key inputs, with small changes in variables
(such as the timing of the development, finance/construction costs and sales
rates) having a disproportionate effect on land value.
Consequently, in reference to the Market Conditions section above it is
inevitable that there is even greater uncertainty, with site values being
susceptible to much more variance than normal.
Property changes since 31 March 2023 The valuations of the Properties excludes any capital expenditure incurred
since 31 March 2023.
Compliance with The Valuation has been prepared in accordance with the latest version of the
RICS Valuation - Global Standards (incorporating the International Valuation
Valuation Standards Standards) and the UK national supplement (the "Red Book") current as the
Valuation Date.
The valuations are compliant with Rule 29 of the Code and this report is
prepared in accordance with Rule 29.
The Properties have been valued by a valuer who is qualified for the purpose
of the Valuation in accordance with the Red Book and Rule 29.3 (a) (ii) and
(iii) of the Code. We confirm that we have sufficient local and national
knowledge of the particular property market involved and have the skills and
understanding to undertake the Valuation competently
Where the knowledge and skill requirements of the Red Book have been met in
aggregate by more than one valuer within CBRE, we confirm that a list of those
valuers has been retained within the working papers, together with
confirmation that each named valuer complies with the requirements of the Red
Book.
This Valuation is a professional opinion and is expressly not intended to
serve as a warranty, assurance or guarantee of any particular value of the
subject Properties. Other valuers may reach different conclusions as to the
value of the subject Properties. This Valuation is for the sole purpose of
providing the intended user with the valuer's independent professional opinion
of the value of the subject Properties as at the Valuation Date.
Sustainability Considerations Wherever appropriate, sustainability and environmental matters are an integral
part of the valuation approach. 'Sustainability' is taken to mean the
consideration of such matters as environment and climate change, health and
well-being and corporate responsibility that can or do impact on the valuation
of an asset. In a valuation context, sustainability encompasses a wide range
of physical, social, environmental, and economic factors that can affect
value. The range of issues includes key environmental risks, such as flooding,
energy efficiency and climate, as well as matters of design, configuration,
accessibility, legislation, management, and fiscal considerations - and
current and historic land use.
Sustainability has an impact on the value of an asset, even if not explicitly
recognised. Valuers reflect markets, they do not lead them. Where we recognise
the value impacts of sustainability, we are reflecting our understanding of
how market participants include sustainability requirements in their bids and
the impact on market valuations.
Climate Risk Legislation The UK Government is currently producing legislation which enforces the
transition to net zero by 2050, and the stated 78% reduction of greenhouse
gases by 2035 (based on a 1990 baseline).
We understand this to include an update to the Minimum Energy Efficiency
Standards, stated to:
- Increase the minimum requirements for non-domestic properties from an
E (since 2018) to a B in 2030; and,
- Require a minimum EPC of C for privately rented residential properties
from 2028.
The UK Government also intends to introduce an operational rating. It is not
yet clear how this will be legislated, but fossil fuels used in building, such
as natural gas for heating, are incompatible with the UK's commitment to be
Net Zero Carbon by 2050.
This upcoming legislation could have a potential impact to future asset value.
We also note that the UK's introduction of mandatory climate related
disclosures (reporting climate risks and opportunities consistent with
recommendations by the "Task Force for Climate Related Financial Disclosure"
(TCFD)), including the assessment of so-called physical and transition climate
risks, will potentially have an impact on how the market views such risks and
incorporates them into the sale of letting of assets.
The European Union's "Sustainable Finance Disclosure Regulations" (SFDR) may
impact on UK asset values due to the requirements in reporting to European
investors.
Assumptions The Properties details on which each Valuation are based are as set out in
this report. We have made various assumptions as to tenure, letting, taxation,
town planning, and the condition and repair of buildings and sites - including
ground and groundwater contamination - as set out below.
If any of the information or assumptions on which the Valuation is based are
subsequently found to be incorrect, the Valuation figures may also be
incorrect and should be reconsidered.
Variations and/or Departures from Standard Assumptions None.
Independence The total fees, including the fee for this assignment, earned by CBRE Ltd (or
other companies forming part of the same group of companies within the UK)
from LondonMetric (or other companies forming part of the same group of
companies) is less than 5.0% of the total UK revenues.
It is not anticipated this situation will vary in the financial year to 31
December 2023.
We confirm that neither the valuers concerned nor CBRE have any personal
interest in the Company, CT, any of the Properties or in the outcome of the
valuation
Previous Involvement and Conflicts of Interest We confirm that we have valued the Properties on behalf of the Company on a
six monthly basis for financial reporting purposes for in excess of 10 years,
the most recent valuation being 31 March 2023.
From time to time, CBRE provides agency or professional services to the
Company.
We do not consider that this previous involvement represents a conflict of
interest and the Company have confirmed to us that it also considers this to
be the case.
We confirm that -we are not aware of any conflicts of interest that would
prevent us from exercising the required levels of independency and
objectivity.
Copies of our conflict of interest checks have been retained within the
working papers.
Disclosure The principal signatory of this report has continuously been the signatory of
valuations for LondonMetric since March 2023.
CBRE Ltd has continuously been carrying out Valuation instructions for
LondonMetric for in excess of 10 years.
CBRE Ltd has carried out Valuation, Agency and Professional services on behalf
of LondonMetric for in excess of 10 years.
Responsibility For the purposes of the Code, we are responsible for this Valuation Report and
accept responsibility for the information contained in this Valuation Report
and confirm that to the best of our knowledge (having taken all reasonable
care to ensure that such is the case), the information contained in this
Valuation Report is in accordance with the facts and makes no omissions likely
to affect its import.
Save for any responsibility arising under the Code to any person as and to the
extent there provided, to the fullest extent permitted by law we do not assume
any responsibility and will not accept any liability to any other person for
any loss suffered by any such person as a result of, arising out of, or in
accordance with this report or our statement.
Reliance Save as set out in "Responsibility" above, the contents of this Report may
only be relied upon by:
i) Addressees of the Report; and
ii) Parties who have received prior written consent from CBRE
in the form of a reliance letter; and
iii) The shareholders of CT Property Trust Limited
for the specific purpose set out herein and no responsibility is accepted to
any third party for the whole or any part of its contents.
No reliance may be placed upon the contents of this Valuation Report by any
party for any purpose other than in connection with the Purpose of Valuation.
Publication Neither the whole nor any part of our report nor any references thereto may be
included in any published document, circular or statement nor published in any
way without our prior written approval of the form and context in which it
will appear.
Such publication of, or reference to this report will not be permitted unless
it contains a sufficient contemporaneous reference to any departure from the
Red Book or the incorporation of the special assumptions referred to herein.
Yours faithfully Yours faithfully
Nick Butler Stephen Marshall
BSc (Hons) MRICS BSc (Hons) MRICS MCIArb
Executive Director Executive Director
RICS Registered Valuer RICS Registered Valuer
For and on behalf of CBRE Limited For and on behalf of CBRE Limited
+44 2071822526 +44 2071822672
Nick.Butler@cbre.com stephen.marshall@cbre.com
Market Value of the Properties as at 31 March 2023 (at share)
The Company has advised us that they have a joint venture share in some of the
Properties and the total arithmetical apportionment of the value taking into
account the relevant ownership on a pro-rata basis is as follows:
£2,214,987,500 (Two Billion, Two Hundred and Fourteen Million, Nine Hundred
and Eighty Seven Thousand Five Hundred Pounds) exclusive of VAT.
Where a Property is owned through an indirect investment structure or a joint
tenancy in a trust for sale, our Valuation represents the relevant apportioned
percentage of ownership of the value of the whole Property, assuming full
management control. Our Valuation therefore is unlikely to represent the value
of the interests in the indirect investment structure through which the
property is held.
Report Format
Appendix A of this Valuation Report contains the Schedule of Properties
including the most recent inspection dates. Appendix B provides relevant
details of those Properties which have an individual Market Value in excess of
5% of the total aggregate Market Value of the Portfolio. The Company have
expressly instructed us to not disclose the individual values of these
properties on the grounds of commercial sensitivity.
Appendix C provides a split of the value of the Properties by use type.
Appendix D provides a split of the value of the Properties by location.
Appendix E provides additional information on the Properties held for
development.
The Company has expressly instructed us not to disclose certain information
which is considered commercially sensitive, namely the individual values of
the Properties, with the exception of assets which, individually, have a value
of more than 5% of the aggregate of the individual market values, valued as at
31 March 2023. There are two Properties which fall in this category, set out
in Appendix B.
Portfolios and Aggregation
We have valued the Properties individually and no account has been taken of
any discount or premium that may be negotiated in the market if all or part of
the portfolio was to be marketed simultaneously, either in lots or as a whole.
Valuation Approach for Properties in Course of Development
In the case of development valuations, we would draw your attention to the
fact that, even in normal market conditions, the residual method of valuation
is very sensitive to changes in key inputs, with small changes in variables
(such as the timing of the development, finance/construction costs and sales
rates) having a disproportionate effect on land value.
Consequently, in reference to the Market Conditions section above it is
inevitable that there is even greater uncertainty, with site values being
susceptible to much more variance than normal.
Property changes since 31 March 2023
The valuations of the Properties excludes any capital expenditure incurred
since 31 March 2023.
Compliance with
Valuation Standards
The Valuation has been prepared in accordance with the latest version of the
RICS Valuation - Global Standards (incorporating the International Valuation
Standards) and the UK national supplement (the "Red Book") current as the
Valuation Date.
The valuations are compliant with Rule 29 of the Code and this report is
prepared in accordance with Rule 29.
The Properties have been valued by a valuer who is qualified for the purpose
of the Valuation in accordance with the Red Book and Rule 29.3 (a) (ii) and
(iii) of the Code. We confirm that we have sufficient local and national
knowledge of the particular property market involved and have the skills and
understanding to undertake the Valuation competently
Where the knowledge and skill requirements of the Red Book have been met in
aggregate by more than one valuer within CBRE, we confirm that a list of those
valuers has been retained within the working papers, together with
confirmation that each named valuer complies with the requirements of the Red
Book.
This Valuation is a professional opinion and is expressly not intended to
serve as a warranty, assurance or guarantee of any particular value of the
subject Properties. Other valuers may reach different conclusions as to the
value of the subject Properties. This Valuation is for the sole purpose of
providing the intended user with the valuer's independent professional opinion
of the value of the subject Properties as at the Valuation Date.
Sustainability Considerations
Wherever appropriate, sustainability and environmental matters are an integral
part of the valuation approach. 'Sustainability' is taken to mean the
consideration of such matters as environment and climate change, health and
well-being and corporate responsibility that can or do impact on the valuation
of an asset. In a valuation context, sustainability encompasses a wide range
of physical, social, environmental, and economic factors that can affect
value. The range of issues includes key environmental risks, such as flooding,
energy efficiency and climate, as well as matters of design, configuration,
accessibility, legislation, management, and fiscal considerations - and
current and historic land use.
Sustainability has an impact on the value of an asset, even if not explicitly
recognised. Valuers reflect markets, they do not lead them. Where we recognise
the value impacts of sustainability, we are reflecting our understanding of
how market participants include sustainability requirements in their bids and
the impact on market valuations.
Climate Risk Legislation
The UK Government is currently producing legislation which enforces the
transition to net zero by 2050, and the stated 78% reduction of greenhouse
gases by 2035 (based on a 1990 baseline).
We understand this to include an update to the Minimum Energy Efficiency
Standards, stated to:
- Increase the minimum requirements for non-domestic properties from an
E (since 2018) to a B in 2030; and,
- Require a minimum EPC of C for privately rented residential properties
from 2028.
The UK Government also intends to introduce an operational rating. It is not
yet clear how this will be legislated, but fossil fuels used in building, such
as natural gas for heating, are incompatible with the UK's commitment to be
Net Zero Carbon by 2050.
This upcoming legislation could have a potential impact to future asset value.
We also note that the UK's introduction of mandatory climate related
disclosures (reporting climate risks and opportunities consistent with
recommendations by the "Task Force for Climate Related Financial Disclosure"
(TCFD)), including the assessment of so-called physical and transition climate
risks, will potentially have an impact on how the market views such risks and
incorporates them into the sale of letting of assets.
The European Union's "Sustainable Finance Disclosure Regulations" (SFDR) may
impact on UK asset values due to the requirements in reporting to European
investors.
Assumptions
The Properties details on which each Valuation are based are as set out in
this report. We have made various assumptions as to tenure, letting, taxation,
town planning, and the condition and repair of buildings and sites - including
ground and groundwater contamination - as set out below.
If any of the information or assumptions on which the Valuation is based are
subsequently found to be incorrect, the Valuation figures may also be
incorrect and should be reconsidered.
Variations and/or Departures from Standard Assumptions
None.
Independence
The total fees, including the fee for this assignment, earned by CBRE Ltd (or
other companies forming part of the same group of companies within the UK)
from LondonMetric (or other companies forming part of the same group of
companies) is less than 5.0% of the total UK revenues.
It is not anticipated this situation will vary in the financial year to 31
December 2023.
We confirm that neither the valuers concerned nor CBRE have any personal
interest in the Company, CT, any of the Properties or in the outcome of the
valuation
Previous Involvement and Conflicts of Interest
We confirm that we have valued the Properties on behalf of the Company on a
six monthly basis for financial reporting purposes for in excess of 10 years,
the most recent valuation being 31 March 2023.
From time to time, CBRE provides agency or professional services to the
Company.
We do not consider that this previous involvement represents a conflict of
interest and the Company have confirmed to us that it also considers this to
be the case.
We confirm that -we are not aware of any conflicts of interest that would
prevent us from exercising the required levels of independency and
objectivity.
Copies of our conflict of interest checks have been retained within the
working papers.
Disclosure
The principal signatory of this report has continuously been the signatory of
valuations for LondonMetric since March 2023.
CBRE Ltd has continuously been carrying out Valuation instructions for
LondonMetric for in excess of 10 years.
CBRE Ltd has carried out Valuation, Agency and Professional services on behalf
of LondonMetric for in excess of 10 years.
Responsibility
For the purposes of the Code, we are responsible for this Valuation Report and
accept responsibility for the information contained in this Valuation Report
and confirm that to the best of our knowledge (having taken all reasonable
care to ensure that such is the case), the information contained in this
Valuation Report is in accordance with the facts and makes no omissions likely
to affect its import.
Save for any responsibility arising under the Code to any person as and to the
extent there provided, to the fullest extent permitted by law we do not assume
any responsibility and will not accept any liability to any other person for
any loss suffered by any such person as a result of, arising out of, or in
accordance with this report or our statement.
Reliance
Save as set out in "Responsibility" above, the contents of this Report may
only be relied upon by:
i) Addressees of the Report; and
ii) Parties who have received prior written consent from CBRE
in the form of a reliance letter; and
iii) The shareholders of CT Property Trust Limited
for the specific purpose set out herein and no responsibility is accepted to
any third party for the whole or any part of its contents.
No reliance may be placed upon the contents of this Valuation Report by any
party for any purpose other than in connection with the Purpose of Valuation.
Publication
Neither the whole nor any part of our report nor any references thereto may be
included in any published document, circular or statement nor published in any
way without our prior written approval of the form and context in which it
will appear.
Such publication of, or reference to this report will not be permitted unless
it contains a sufficient contemporaneous reference to any departure from the
Red Book or the incorporation of the special assumptions referred to herein.
Yours faithfully
Nick Butler
BSc (Hons) MRICS
Executive Director
RICS Registered Valuer
For and on behalf of CBRE Limited
+44 2071822526
Nick.Butler@cbre.com
Yours faithfully
Stephen Marshall
BSc (Hons) MRICS MCIArb
Executive Director
RICS Registered Valuer
For and on behalf of CBRE Limited
+44 2071822672
stephen.marshall@cbre.com
Source of Information and Scope of Works
Sources of Information We have carried out our work based upon information supplied to us the Company
and their professional advisors, as set out within this report, which we have
assumed to be correct and comprehensive.
We have relied upon tenancy data provided to us on 2(nd) February 2023 and
date stamped 02/02/2023 - 11:29 AM provided by the Company and/or their
advisors.
The Properties Our report contains a brief summary of the Property details on which our
Valuation has been based.
The Company has expressly instructed us not to disclose certain information
which is considered commercially sensitive, namely the individual values of
the Properties.
Inspection As part of our valuation instruction from the Company for financial reporting
purposes, the majority of the Properties have been subject to internal
inspections on a three year rolling basis. As instructed, we have not
re-inspected all the Properties for the purpose of this valuation.
With regard to those Properties which have not been subject to re-inspection,
the Company has confirmed that they are not aware of any material changes to
the physical attributes of the properties, or the nature of their location,
since the last inspection. We have assumed this advice to be correct.
Where properties have not been reinspected, the valuer will not carry out the
usual range of enquiries performed during a full inspection of these
properties and will make the appropriate assumptions based on the information
provided or available that, without a full inspection, cannot be verified. The
instructing parties acknowledge and accept the heightened and inherent
uncertainty and risks relying upon a valuation prepared on a desktop basis.
Areas We have not measured the Properties but have relied upon the floor areas
provided to us by the Company or their professional advisors, which we have
assumed to be correct and comprehensive, and which you have advised us have
been calculated using the: Gross Internal Area (GIA), Net Internal Area (NIA)
or International Property Measurement Standard (IPMS) 3 - Office, measurement
methodology as set out in the latest edition of the RICS Property Measurement
Standards.
Environmental Considerations We have not been instructed to make any investigations in relation to the
presence or potential presence of contamination in land or buildings or the
potential presence of other environmental risk factors and to assume that if
investigations were made to an appropriate extent then nothing would be
discovered sufficient to affect value.
We have not carried out investigation into past uses, either of the property
or of any adjacent lands, to establish whether there is any potential for
contamination from such uses or sites, or other environmental risk factors and
have therefore assumed that none exists.
Sustainability Considerations In carrying out this valuation, we have considered the impact of
sustainability factors on the value of the property. Based on our historic
inspections and our review of the information that was available to us, we
have not identified any risk factors which, in our opinion, would affect
value. However, CBRE gives no warranty as to the absence of such risk
factors in relation to sustainability.
Services and Amenities We understand that the Properties are located in an area served by mains gas,
electricity, water and drainage.
None of the services have been tested by us.
Enquiries regarding the availability of utilities/services to the development
schemes are outside the scope of our report.
Repair and Condition We have not carried out building surveys, tested services, made independent
site investigations, inspected woodwork, exposed parts of the structure which
were covered, unexposed or inaccessible, nor arranged for any investigations
to be carried out to determine whether or not any deleterious or hazardous
materials or techniques have been used, or are present, in any part of the
Properties. We are unable, therefore, to give any assurance that the
Properties are free from defect.
Town Planning We have not undertaken planning enquiries.
Titles, Tenures and Lettings Details of title/tenure under which the Properties are held and of lettings to
which it is subject are as supplied to us. We have not generally examined nor
had access to all the deeds, leases or other documents relating thereto. Where
information from deeds, leases or other documents is recorded in this report,
it represents our understanding of the relevant documents. We should
emphasise, however, that the interpretation of the documents of title
(including relevant deeds, leases and planning consents) is the responsibility
of your legal adviser.
We have not conducted credit enquiries on the financial status of any tenants.
We have, however, reflected our general understanding of purchasers' likely
perceptions of the financial status of tenants.
Valuation Assumptions
Introduction An Assumption is defined in the Red Book Glossary and VPS 4 to be a
"supposition taken to be true" (an "Assumption").
Assumptions are facts, conditions or situations affecting the subject of, or
approach to, a valuation that it has been agreed need not be verified by the
valuer as part of the valuation process. Assumptions are made when it is
reasonable for the valuer to accept that something is true without the need
for specific investigation.
The Company has confirmed and we confirm that our Assumptions are correct as
far as the Company and we, respectively, are aware. In the event that any of
these Assumptions prove to be incorrect then our valuations should be
reviewed. The principal Assumptions which we have made are stated within
this Valuation Report.
For the avoidance of doubt, the Assumptions made do not affect compliance with
the approach to Market Value under the Red Book.
Capital Values The Valuation has been prepared on the basis of "Market Value", which is
defined in the Red Book as:
"The estimated amount for which an asset or liability should exchange on the
Valuation Date between a willing buyer and a willing seller in an arm's length
transaction, after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion."
The Valuation represents the figure that would appear in a hypothetical
contract of sale at the Valuation Date. No adjustment has been made to this
figure for any expenses of acquisition or realisation - nor for taxation which
might arise in the event of a disposal.
No account has been taken of any inter-company leases or arrangements, nor of
any mortgages, debentures or other charge.
No account has been taken of the availability or otherwise of capital based
Government or European Community grants.
Taxation, Costs and Realisation Costs As stated above, no allowances have been made for any expenses of realisation
nor for taxation which might arise in the event of a disposal.
Our valuations reflect purchasers' statutory and other normal acquisition
costs.
VAT We have not been advised whether the properties are elected for VAT.
All rents and capital values stated in this report are exclusive of VAT.
Net Annual Rent Net annual rent is defined for the purposes of this transaction as "the
current income or income estimated by the valuer:
(i) ignoring any special receipts or deduction arising from the property;
(ii) excluding Value Added Tax and before taxation (including tax on profits
and any allowances for interest on capital or loans); and
(iii) after making deductions for superior rents (but not for amortisation),
and any disbursements including, if appropriate, expenses of managing the
property and allowances to maintain it in a condition to command its rent".
Estimated Net Annual Rental Value The estimated net annual rental value is based on the current rental value of
each of the Properties. The rental value reflects the terms of the leases
where the Properties, or parts thereof, are let at the date of valuation.
Where the Properties, or parts thereof, are vacant at the date of valuation,
the rental value reflects the rent we consider would be obtainable on an open
market letting as at the date of valuation.
Rental Values Unless stated otherwise rental values indicated in our report are those which
have been adopted by us as appropriate in assessing the capital value and are
not necessarily appropriate for other purposes, nor do they necessarily accord
with the definition of Market Rent in the Red Book, which is as follows:
"The estimated amount for which an interest in real property should be leased
on the Valuation Date between a willing lessor and a willing lessee on
appropriate lease terms in an arm's length transaction, after proper marketing
and where the parties had each acted knowledgeably, prudently and without
compulsion."
Fixtures, Fittings and Equipment Where appropriate we have regarded the shop fronts of retail and showroom
accommodation as forming an integral part of the building.
Landlord's fixtures such as lifts, escalators, central heating and other
normal service installations have been treated as an integral part of the
building and are included within our Valuations.
Process plant and machinery, tenants' fixtures and specialist trade fittings
have been excluded from our Valuations.
All measurements, areas and ages quoted in our report are approximate.
Environmental Matters In the absence of any information to the contrary, we have assumed that:
a) the Properties are not contaminated and is not adversely affected by
any existing or proposed environmental law;
b) any processes which are carried out on the Properties which are
regulated by environmental legislation are properly licensed by the
appropriate authorities;
c) in England and Wales, the Properties possesses current Energy
Performance Certificates (EPCs) as required under the Government's Energy
Performance of Buildings Directive - and that they have an energy efficient
standard of 'E', or better. We would draw your attention to the fact that
under the Energy Efficiency (Private Rented Property) (England and Wales)
Regulations 2015 it became unlawful for landlords to rent out a business
premise from 1st April 2018 - unless the site has reached a minimum EPC rating
of an 'E', or secured a relevant exemption. In Scotland, we have assumed that
the Properties possesses current EPCs as required under the Scottish
Government's Energy Performance of Buildings (Scotland) Regulations - and that
they meet energy standards equivalent to those introduced by the 2002 building
regulations. We would draw your attention to the fact the Assessment of Energy
Performance of Non-Domestic Buildings (Scotland) Regulations 2016 came into
force on 1st September 2016. From this date, building owners are required to
commission an EPC and Action Plan for sale or new rental of non-domestic
buildings bigger than 1,000 sq m that do not meet 2002 building regulations
energy standards. Action Plans contain building improvement measures that must
be implemented within 3.5 years, subject to certain exemptions;
d) In January 2021 the Government closed the consultation period that
focused on its latest proposals in England and Wales for 'improving the energy
performance of privately rented homes'. The key tenets of the proposals are
to; reduce emissions; tackle fuel poverty; improve asset quality; reduce
energy bills; enhance energy security; and support associated employment. The
proposals are wide ranging and they introduce new demands on residential
landlords through Energy Performance Certificates ('EPCs'). Existing PRS
Regulations set a minimum standard of EPC Band E for residential units to be
lettable. The Government proposals see this threshold being raised to EPC Band
C for all new tenancies created from 01 April 2025 and for all existing
tenancies by 01 April 2028. The principle for relevant building works is to be
'fabric first' meaning maximisation of components and materials that make up
the building fabric to enhance, for example, insulation, ventilation and
air-tightness. The proposals also cite; compliance measures and penalties for
landlords, letting agents and local authorities; and affordability support for
carrying out necessary works. The implication is (as with the existing EPC
Band E requirement) that private rented units may effectively be rendered
unlettable if they fail to meet or exceed the minimum EPC requirement. It is
expected that the Government will respond to the consultation process
imminently, with any new regulations taking effect shortly thereafter. It is
clear that the market is now paying greater attention to EPC ratings, with
many landlords considering asset management programmes to reflect changing
policy requirements. Our Valuation reflects market conditions and regulations
effective at the Valuation Date; we make no additional allowances for any
future works that may be required in order to ensure that the subject assets
would remain lettable under revised regulations;
e) the Properties are either not subject to flooding risk or, if it is,
that sufficient flood defences are in place and that appropriate building
insurance could be obtained at a cost that would not materially affect the
capital value; and
f) invasive species such as Japanese Knotweed are not present on the
Properties.
High voltage electrical supply equipment may exist within, or in close
proximity of, the Properties. The National Radiological Protection Board
(NRPB) has advised that there may be a risk, in specified circumstances, to
the health of certain categories of people. Public perception may, therefore,
affect marketability and future value of the Properties. Our Valuation
reflects our current understanding of the market and we have not made a
discount to reflect the presence of this equipment.
Repair and Condition In the absence of any information to the contrary, we have assumed that:
a) there are no abnormal ground conditions, nor archaeological remains,
present which might adversely affect the current or future occupation,
development or value of the Properties;
b) the Properties are free from rot, infestation, structural or latent
defect;
c) no currently known deleterious or hazardous materials or suspect
techniques, including but not limited to Composite Panelling, ACM Cladding,
High Alumina Cement (HAC), Asbestos, have been used in the construction of, or
subsequent alterations or additions to, the Properties; and
d) the services, and any associated controls or software, are in working
order and free from defect.
We have otherwise had regard to the age and apparent general condition of the
Properties. Comments made in the property details do not purport to express an
opinion about, or advise upon, the condition of uninspected parts and should
not be taken as making an implied representation or statement about such
parts.
Title, Tenure, Lettings, Planning, Taxation and Statutory & Local Unless stated otherwise within this report, and in the absence of any
Authority Requirements information to the contrary, we have assumed that:
a) the Properties possesses a good and marketable title free from any
onerous or hampering restrictions or conditions;
b) the building has been erected either prior to planning control, or in
accordance with planning permissions, and has the benefit of permanent
planning consents or existing use rights for their current use;
c) the Properties is not adversely affected by town planning or road
proposals;
d) the building complies with all statutory and local authority
requirements including building, fire and health and safety regulations, and
that a fire risk assessment and emergency plan are in place;
e) only minor or inconsequential costs will be incurred if any
modifications or alterations are necessary in order for occupiers of the
Properties to comply with the provisions of the Disability Discrimination Act
1995 (in Northern Ireland) or the Equality Act 2010 (in the rest of the UK);
f) all rent reviews are upward only and are to be assessed by reference
to full current market rents;
g) there are no tenant's improvements that will materially affect our
opinion of the rent that would be obtained on review or renewal;
h) tenants will meet their obligations under their leases, and are
responsible for insurance, payment of business rates, and all repairs, whether
directly or by means of a service charge;
i) there are no user restrictions or other restrictive covenants in
leases which would adversely affect value;
j) where more than 50% of the floorspace of the Properties is in
residential use, the Landlord and Tenant Act 1987 (the "Act") gives certain
rights to defined residential tenants to acquire the freehold/head leasehold
interest in the Properties. Where this is applicable, we have assumed that
necessary notices have been given to the residential tenants under the
provisions of the Act, and that such tenants have elected not to acquire the
freehold/head leasehold interest. Disposal on the open market is therefore
unrestricted;
k) where appropriate, permission to assign the interest being valued
herein would not be withheld by the landlord where required;
l) vacant possession can be given of all accommodation which is unlet or
is let on a service occupancy; and
m) Land Transfer Tax (or the local equivalent) will apply at the rate
currently applicable.
In the UK, Stamp Duty Land Tax (SDLT) in England and Northern Ireland, Land
and Buildings Transaction Tax (LABTT) in Scotland or Land Transaction Tax
(LTT) in Wales, will apply at the rate currently applicable
Appendix A: Schedule of Properties as at 31 March 2023
Address Tenure Ownership Purpose Inspection Date
Pai Skincare, Acton, ACTON Freehold Investment 11/04/2022
Ford Retail, ALPERTON Freehold Investment 10/05/2022
Vitec, Flagstaff 42, ASHBY-DE-LA-ZOUCH Freehold Investment 27/05/2022
Blue Chyp, Ashford 34, ASHFORD Freehold Investment 21/09/2022
Allegion, Unit 1 Golden Cross, ASTON Freehold Investment 19/07/2021
City Plumbing, Vantage 1, ASTON Freehold Investment 19/07/2021
CHEP Unit, AVONMOUTH Freehold Investment 10/09/2021
DSV Unit, AVONMOUTH Freehold Investment 10/09/2021
Burnt Mills Industrial Estate, BASILDON Freehold Investment 13/08/2021
Unit 2 Juniper West, BASILDON Freehold Investment 21/02/2022
Unit 3 Juniper West, BASILDON Freehold Investment 21/01/2022
Argos, BEDFORD Freehold Investment 21/09/2021
Bedford Link - Phase 1, BEDFORD Freehold Investment 03/03/2023
Bedford Link - Phase 2 Unit 1, BEDFORD Freehold Investment 03/03/2023
Bedford Link - Phase 3 Unit 3, BEDFORD Freehold Investment 03/03/2023
Unit 1 Bicester Distribution Park, BICESTER Freehold Investment 23/02/2023
Unit B, Bicester Park, BICESTER Freehold Investment 25/05/2023
John Wiley, BOGNOR REGIS Freehold Investment 25/01/2023
Antolin, Barton Business Park, BURTON-ON-TRENT Freehold Investment 02/08/2021
Fentiman Way, 130 Thamesview Business Park, CANVEY ISLAND Freehold Investment 23/09/2022
Global Life Sciences, Longwood Drive, CARDIFF Freehold Investment 21/09/2021
Land at Fforest Farm Industrial Estate (2.46 acres), CARDIFF Freehold Held for Development 21/09/2021
Ceva Logistics, CASTLE DONINGTON Freehold Investment 27/05/2022
Cleeve Business Park, CHELTENHAM Freehold Investment 05/05/2022
Units 1-11, Coleshill Trade Park, COLESHILL Freehold Investment 24/08/2021
Units 1-6, Roman Park, COLESHILL Freehold Investment 24/08/2021
Development Site, 8 Prince George's Road, COLLIERS WOOD Freehold Held for Development 11/05/2023
Fulham Timber Merchants, COLLIERS WOOD Freehold Investment 17/09/2021
Units 1 & 2, Middlemarch, COVENTRY Freehold Investment 24/08/2021
Jewson Cranleigh (The Common), CRANLEIGH Freehold Investment 29/09/2022
Barker & Stonehouse, CRAWLEY Freehold Investment 06/08/2021
Fed Ex, CRAWLEY Freehold Investment 13/02/2023
Space Gatwick, CRAWLEY Freehold Investment 13/02/2023
Units 1-6 Crompton Fields, CRAWLEY Freehold Investment 13/02/2023
XPO Transport Solutions Unit, CRICK Freehold Investment 13/05/2022
3B Princess Way, CROYDON Freehold Investment 04/10/2021
Heathrow Truck Centre, CROYDON Freehold Investment 04/10/2021
Tesco, CROYDON Freehold Investment 04/10/2021
Goresbrook Park, DAGENHAM Freehold Investment 20/08/2021
Unit C3, DARTFORD Freehold Investment 12/07/2022
Plot D, DONCASTER Freehold Investment 18/08/2022
Amazon Car Park, Droitwich, DROITWICH Freehold Investment 10/05/2023
Berry 185 Land, Droitwich, DROITWICH Freehold Investment 10/05/2023
Units 1-5, Yorks Park, DUDLEY Freehold Investment 17/08/2021
65-77 Malham Road, DULWICH Freehold Investment 19/01/2023
Deralam Laminates, 10/10a Foster Avenue, DUNSTABLE Freehold Investment 26/04/2021
Mega Marble, DUNSTABLE Freehold Investment 20/05/2022
Cambridge Commodities Ltd, ELY Freehold Investment 05/05/2022
Royal Mail, EPSOM Freehold Investment 24/09/2021
Jewson Builders Merchants, EXETER Freehold Investment 28/09/2021
Specialist Computer Centres, FAREHAM Long Leasehold Investment 16/05/2022
Iveco, Hawley Lane, FARNBOROUGH Freehold Investment 18/05/2022
Plot A, FRIMLEY Freehold Investment 13/10/2021
8-10 Heathmans Road, FULHAM Freehold Investment 11/05/2023
Croda, GOOLE Freehold Investment 18/08/2022
Unit 1, GREENFORD Freehold Investment 14/09/2022
Mzuri, Henley Business Park, GUILDFORD Freehold Investment 22/09/2022
16 Andre Street (Hackney), HACKNEY Freehold Investment 21/09/2022
Jacuna, Hackney Oval, HACKNEY Freehold Investment 21/09/2022
SkateHut, Amber Way, HALESOWEN Freehold Investment 17/08/2021
Vee Bee, Coombeswood, HALESOWEN Freehold Investment 17/08/2021
4 Marples Way, HAVANT Long Leasehold Investment 18/01/2023
Boundary Point, HEMEL HEMPSTEAD Freehold Investment 20/05/2022
Jacuna, North Circular, HENDON Freehold Investment 17/05/2022
Orange, Lampton House, HOUNSLOW Freehold Investment 31/03/2022
AM Fresh, APS 2, Alconbury Weald, HUNTINGDON Freehold Investment 03/03/2023
2 Anglia Parkway North, IPSWICH Freehold Investment 22/05/2023
FDS Corporation, Port One Logistics Park, IPSWICH Freehold Investment 22/05/2023
Irlam 136, IRLAM Freehold Investment 04/05/2022
Unit 3, Kingley Park, KINGS LANGLEY Freehold Investment 10/02/2023
Units 1-7, Tachbrook Link, LEAMINGTON SPA Freehold Investment 24/08/2021
Ecco Safety Group (ESG), LEEDS Freehold Investment 18/08/2022
Siemens Plc, LEEDS Freehold Investment 25/10/2021
Crosslink 646, LEICESTER Freehold Investment 29/03/2023
UAV, Meridian Park, LEICESTER Freehold Investment 26/08/2021
Fed Ex, Orient Way, LEYTON Freehold Investment 21/02/2022
Luton Enterprise Park, LUTON Freehold Investment 01/03/2023
Bircholt Road, MAIDSTONE Freehold Investment 06/05/2022
Mechline, MILTON KEYNES Freehold Investment 21/09/2021
Oxfam, Milton Point, MILTON KEYNES Freehold Investment 21/09/2021
Royal Mail, MILTON KEYNES Freehold Investment 01/03/2023
Royal Mail, MILTON KEYNES Freehold Investment 09/05/2022
SpeedyHire, MILTON KEYNES Freehold Investment 21/09/2021
TalkTalk, Linford Wood, MILTON KEYNES Freehold Investment 01/03/2023
Units 1-2, Star Gate, NECHELLS Freehold Investment 19/07/2021
Feilo Sylvania, Newhaven, NEWHAVEN Freehold Investment 22/09/2022
Norbury TE - Jacuna, NORBURY Freehold Investment 17/09/2021
My First Years, Unit 5 Grange Park, NORTHAMPTON Freehold Investment 02/08/2021
Teknomek, NORWICH Freehold Investment 10/02/2023
Eriks, Unit 1, Xpanse 120, OLDBURY Freehold Investment 13/08/2021
Units 1-8 Redwood Trade Park, OLDBURY Freehold Investment 13/08/2021
Clipper Logistics, OLLERTON Freehold Investment 21/09/2021
Double 4 Limited, PARK ROYAL Long Leasehold Investment 10/05/2022
Unit 8, Nexus Point, PERRY BARR Freehold Investment 19/07/2021
Pinnacle Distribution Centre, PETERBOROUGH Freehold Investment 03/03/2023
Sainsbury's, Preston, PRESTON Long Leasehold Investment 23/05/2023
Heartbeat Distrbution, Velocity 42, REDDITCH Freehold Investment 22/07/2021
Unit B, RUGBY Freehold Investment 13/05/2022
Units 1-9, Triton Park, RUGBY Freehold Investment 02/08/2021
SIRFT, SHEFFIELD Freehold Investment 18/08/2022
Stirling 150, SOLIHULL Freehold Investment 28/07/2022
2-72 Telford Drive Ground Rent, ST HELENS Freehold Investment 19/08/2022
DSG, Bessemer Drive, STEVENAGE Freehold Investment 03/03/2023
Fujitsu Data Centre, STEVENAGE Freehold Investment 03/03/2023
205 Clapham Road, STOCKWELL Freehold Held for Development 12/04/2022
Campbell Road, STOKE ON TRENT Freehold Investment 04/05/2022
28 Maryland Road, STRATFORD Freehold Investment 18/05/2023
Oak FurnitureLand, SWINDON Freehold Investment 15/03/2022
Multi Packaging, Shannon Way, TEWKESBURY Freehold Investment 21/07/2021
35.5 Cobalt, THAMESMEAD Freehold Investment 22/09/2022
HSBC, Thamesmead, THAMESMEAD Freehold Investment 22/09/2022
Units A & B, THEALE Freehold Investment 17/01/2023
T2 Primark NDC, THRAPSTON Freehold Investment 09/05/2022
Sabre House, TOTTENHAM Freehold Investment 11/05/2022
Air Link Systems, Neo Park, TYSELEY Freehold Investment 10/08/2021
Amazon - Unit 3, Mucklow Park (Phase 3&4), TYSELEY Freehold Investment 03/08/2021
Decora, Mucklow Business Park (Phase 1), TYSELEY Freehold Investment 03/08/2021
Hollywood Monster, Redfern, TYSELEY Freehold Investment 03/08/2021
Plot 5, Mucklow Park (Land), TYSELEY Freehold Investment 03/08/2021
Royal Mail, Redfern, TYSELEY Freehold Investment 03/08/2021
Units A-G, Mucklow Park (Phase 2), TYSELEY Freehold Investment 03/08/2021
John Lewis, Unit 4 Ashdown Business Park, UCKFIELD Freehold Investment 17/05/2023
Reynolds NDC, WALTHAM CROSS Freehold Investment 03/03/2023
Ocado Car Park, WALTHAMSTOW Long Leasehold Investment 10/09/2020
Ocado, WALTHAMSTOW Freehold Investment 10/09/2020
Amazon Plot 7C, WARRINGTON Freehold Investment 19/08/2022
Bonfiglioli, Unit 1, WARRINGTON Freehold Investment 19/08/2022
Gemini Business Park, WARRINGTON Freehold Investment 19/08/2022
The HUT Group, Skyline Drive, WARRINGTON Freehold Investment 19/08/2022
Topgrade, Unit 2, WARRINGTON Freehold Investment 19/08/2022
Units 1-6, Wednesbury One, WEDNESBURY Freehold Investment 17/08/2021
Units 2-4 & Unit A Kings Hill, WEDNESBURY Freehold Investment 17/08/2021
Tesla Motors, WEYBRIDGE Freehold Investment 13/10/2021
Phase 2, i54, WOLVERHAMPTON Freehold Investment 13/08/2021
Tentec, i54, WOLVERHAMPTON Freehold Investment 13/08/2021
Bosch, Apex Park II, WORCESTER Freehold Investment 21/07/2021
Yamazaki, Knightsbridge Park, WORCESTER Freehold Investment 21/07/2021
Bowers & Wilcox, Dale Road, WORTHING Freehold Investment 27/09/2021
The Range, ALDERSHOT Freehold Investment 29/06/2020
Dartford Heath Retail Park, DARTFORD Freehold Investment 21/10/2020
Wickes, DARTFORD Freehold Investment 03/12/2021
Lottbridge Drove Retail Park, EASTBOURNE Freehold Investment 19/11/2021
Wickes & Dunelm, HEMEL HEMPSTEAD Freehold Investment 15/05/2023
Madford Retail Park, HERTFORD Freehold Investment 15/05/2023
DFS, INVERNESS Freehold Investment 24/02/2022
Bubble Retail Park, LISKEARD Freehold Investment 11/02/2022
Wickes, NEWMARKET Freehold Investment 16/05/2023
Lidl + Carpetright, ORPINGTON Freehold Investment 05/04/2022
Totton Retail Park, SOUTHAMPTON Freehold Investment 17/05/2023
Fleming Way Retail Park, SWINDON Freehold Investment 08/09/2021
Forge Island Retail Park, TELFORD Freehold Investment 23/05/2023
Appendix B: Schedule of Properties as at 31 March 2023 with a Value in Excess
of 5% of the Portfolio Value
Address Description and Tenure Tenancies
Eddie Stobart Distribution, Goresbrook Park, DAGENHAM A cluster of three logistics buildings, two of which were built in the Let to Eddie Stobart Limited until 21/09/2041 with five yearly indexed rental
1970's-1980's with the third built in 2018, totalling approximately 440,000 sq increases. The details of the rent are confidential between the landlord and
ft within a site of approximately 28 acres the tenant.
Freehold.
T2 Primark NDC,A14 Junction 12,THRAPSTON Modern logistics building completed in 2015 totalling approximately 1 million Let to Primark Stores Limited until 10/09/2040 with annual fixed rental
sq ft. increases. The details of the rent are confidential between the landlord and
the tenant.
Freehold
Appendix C: Market Value of the Properties as at 31 March 2023 split by
property type (100%)
Property Type Market Value
Distribution £2,010,275,000
Multi-Let Industrial £84,900,000
Land £7,175,000
Retail Warehousing £141,625,000
Data Centres £41,725,000
Ground Rent £100,000
Portfolio Total £2,285,800,000
Appendix D: Market Value of the Properties as at 31 March 2023 split by
property location (100%)
Property Location Market Value
London & South East £1,277,165,000
Midlands £568,200,000
North East including Yorkshire £90,800,000
North West £216,395,000
South West £114,240,000
Other £19,000,000
Portfolio Total £2,285,800,000
Appendix E: Market Value of the Properties as at 31 March 2023 Proposed for
Development
Property Description, Development Status and Tenure Key Valuation Assumptions
8 Prince George's Road, Colliers Wood, London SW19 2PX A 0.40 acre site. The property has been valued using a comparable land value approach in
accordance with standard market practice. As an internal cross check, we have
The site was granted planning consent on 03/02/2023 for the demolition of the also undertaken a residual appraisal.
existing buildings and the erection of a new industrial unit with a Gross
External Area of 10,656 sq ft. The land value of £2,750,000, equates to a rate of £6,875,000 per acre.
Development has not commenced and there is no agreed timetable for when it
will start.
Freehold
205 Clapham Road, Stockwell, London SW9 0QH A 0.15 acre site. The property has been valued using a comparable land value approach in
accordance with standard market practice. As an internal cross check, we have
A planning application was submitted on 27/09/2022, which has not yet been also undertaken a residual appraisal.
determined. This is for the change of use of the site from general industrial
to storage and distribution. The proposed changes will result in a building The land value of £1,340,000 equates to a rate of £8,900,000 per acre.
with a Gross Internal Area of 3,447 sq ft.
Freehold
Land at Fforestfarm Industrial Estate, Longwood Drive, Coryton, Cardiff, CF14 A 2.46 acre site that was granted planning consent on 17/03/2021 for the The property has been valued using a comparable land value approach in
7YS development of a single storeyt office area totalling 1,300 sq ft and a accordance with standard market practice. As an internal cross check, we have
warehouse area of 13,300 sq ft. also undertaken a residual appraisal.
Development has not commenced and there is no agreed timetable for when it The land value of £400,000 equates to a rate of £160,000 per acre.
will start.
Freehold
Cushman & Wakefield Valuation Report
Valuation Record
To: CT Property Trust Limited (the "Client" or the "Company")
PO Box 255 Trafalgar Court
Les Banques
St Peter Port
Guernsey
Panmure Gordon (UK) Limited
40 Gracechurch Street
London EC3V 0BT
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
LondonMetric Property Plc
One Curzon Street
London W1J 5HB
(each an "Addressee", together the "Addressees" and, together with the Client,
"you")
Properties: Each of the properties in the Client's portfolio as set out in Appendix A
(each a "Property" and together the "Properties")
Report date: 24 May 2023
Valuation date: 31 March 2023 ("Valuation Date")
1. Instructions
1.1 Appointment
We are pleased to submit our valuations in respect of the Properties (the
"Valuations") as set out in this report (the "Valuation Report"), which has
been prepared in accordance with the requirements of Rule 29 of the City Code
on Takeovers and Mergers (the "Code") pursuant to the engagement letter and
terms set out therein dated 10 May 2023 with the Client and each of the
Addressees, together with the Valuation Services Schedule and our Terms of
Business included therein (the "Engagement Letter"). The Engagement Letter
forms an integral part of this Valuation Report.
It is essential to understand that the contents of this Valuation Report are
subject to the various matters we have assumed, which are referred to and
confirmed as Assumptions in the Valuation Services Schedule. Where Assumptions
detailed in the Valuation Services Schedule are also referred to within this
Valuation Report they are referred to as an "assumption" or "assumptions".
Unless otherwise defined, all capitalised terms herein shall be as defined in
the Engagement Letter.
The Client has informed us that the Properties are categorised as investment.
We have valued the property interests in the Properties as at the Valuation
Date. A list of the addresses of each of the Properties, together with a note
of their tenure, are included in Appendix A.
1.2 Compliance with RICS Valuation - Global Standards
We confirm that the Valuations and Valuation Report have been prepared in
accordance with the RICS Valuation - Global Standards, which incorporate the
International Valuation Standards ("IVS") and the RICS UK national supplement
(the "RICS Red Book"), edition current at the Valuation Date. It follows that
the valuations are compliant with IVS.
1.3 Status of Valuer and Conflicts of Interest
We confirm that all valuers who have contributed to the valuation have
complied with the requirements of PS1 of the RICS Red Book. We are not aware
of any conflict of interest preventing us from providing you with independent
Valuations of the Properties in accordance with the RICS Red Book. We confirm
that we have sufficient current knowledge of each relevant market(s), and the
necessary skills and understanding to undertake the Valuations and prepare the
Valuation Report competently. The Valuations are the responsibility of Toby
Stevenson MRICS, who is a member of the RICS Valuer Registration Scheme and is
in a position to provide objective and unbiased Valuations, and who will act
as "External Valuer" (as defined in the RICS Red Book) qualified for the
Purpose of Valuations.
As you are aware, we previously valued the Properties on a quarterly basis for
the purposes of the quarterly publication of the net asset value of shares in
ISIS Property Trust Limited and IRP Property Investments Limited. In
addition, we previously valued the Properties for inclusion in a prospectus in
connection with the acquisition of the Properties and business of ISIS
Property Trust Limited by IRP Property Investments Limited by way of a scheme
of reconstruction and solvent winding up of ISIS Property Trust Limited (the
"2013 Scheme") and the issue of a circular in connection with the 2013 Scheme.
Cushman & Wakefield Debenham Tie Leung Limited ("C&W") (formerly known
as "DTZ Debenham Tie Leung Limited") have current involvement with the
Properties in that they are the incumbent valuers to the Company and provide
quarterly valuations. C&W undertake various instructions in providing
property advice to the Company. We therefore confirm that C&W have
current, anticipated and previous recent involvement with the Properties. We
refer to paragraph 1.6 regarding the level of fees received from the Company.
1.4 Purpose of Valuation
We understand that this Valuation Report has been produced, and is required,
for inclusion in: (i) a firm offer announcement to be issued jointly by
LondonMetric Property Plc ("LondonMetric") pursuant to Rule 2.7 of the Code
(the "2.7 Announcement") in connection with a recommended all share offer by
LondonMetric for the Company (the "Transaction"); (ii) a scheme document (the
"Scheme Document") to be issued by the Company in connection with the
Transaction; and (iii) any further documents or announcements to be published
by the Company or LondonMetric in connection with the Transaction. We
understand that this Valuation Report will also be required to be put on
public display on the websites of LondonMetric and/or the Company in
accordance with Rule 26.3 of the Code dated, in each case, the date of the
relevant document in which it appears (the "Purpose of Valuation").
Therefore, in accordance with PS 2.5 and UK VPS 3 we have made certain
disclosures in connection with this valuation instruction and our relationship
with you. These are included in item 1.5 below.
1.5 Disclosures required under the provisions of PS 2.5 and UK
VPS 3
Time as Signatory
Toby Stevenson MRICS has been the signatory of valuation reports provided to
the Client in respect of the Company for the same purpose as the purpose of
these Valuations for a continuous period since June 2021.
C&W has continuously been carrying out this valuation instruction since
2003.
C&W endorses the RICS view that it is good practice to rotate the valuer
responsible for Regulated Purpose Valuations at intervals not exceeding seven
years. C&W's policy in this regard is explained in the Engagement Letter.
C&W's relationship with the Client
We confirm that there is no other fee-earning relationship between Cushman
& Wakefield and the Client other than this valuation instruction.
Fee income from the Client
Cushman & Wakefield's financial year end is 31 December. We confirm that
the proportion of fees payable by the Client to C&W in the financial year
to 2022 was less than 5 per cent. We anticipate that the proportion of fees
for the financial year to 31 December 2023 will remain at less than 5 per
cent.
C&W involvement in the Properties in the previous 12 months
C&W have not received an introductory fee within the last 12 months.
1.6 Inspection
The Properties were subject to internal or external inspection, by chartered
surveyors who are qualified for the purposes of this instruction. We undertake
a rolling inspection programme of the during the year to ensure that every
Property is visited on an annual basis.
The Company has confirmed that no material changes to the physical attributes
of the Properties or the nature of their location have occurred since our
inspection, our Valuations as at the Valuation Date and the date of this
Valuation Report. In accordance with the ESMA update of the CESR
Recommendations (ESMA/2013/319) para.130(ii) the date each Property was last
inspected is included in the Property Schedule in the Appendix A to Valuation
this Report.
1.7 Departures
We have made no Departures (as defined in the RICS Red Book) from the RICS Red
Book in respect of the Valuations.
1.8 Limitations
The Valuations are not subject to any limitations.
1.9 Floor Areas
Unless specified otherwise, floor areas and analysis in this Valuation Report
are based on the following bases of measurement, as defined in RICS Property
Measurement and RICS Code of Measuring Practice (the edition current at the
Valuation Date):
Office NIA
Retail NIA
Industrial GIA
1.10 Measurement
Source of Floor Areas
The Company or its advisers have provided us with the floor areas of the
Properties that are relevant to our Valuations. As instructed, we have relied
on these areas and have not checked them on site. We have made an Assumption
that the floor areas supplied to us have been calculated in accordance with
the RICS Property Measurement (the edition current at the Valuation Date).
1.11 Sustainability and ESG
Sustainability is an increasingly important factor in the UK real estate
market. The UK has committed to net zero carbon by 2050, with legislation
already in place to reduce CO2 emissions from buildings. We consider it likely
that further legislation and regulations will be introduced in coming years.
Alongside this, occupiers and investors in some sectors are becoming more
particular in the sustainability aspects of the buildings they choose to
occupy or purchase.
The existence of a green premium for the more sustainable buildings is a
matter of ongoing market monitoring, investigation and debate. Appropriate
levels of market evidence have yet to be established to demonstrate fully
whether additional value can be ascribed to such buildings.
It should be noted and understood that the market is rapidly evolving due to
the focus from both occupiers and investors on a property's sustainability
credentials, however, the drive for increased sustainability features in real
estate assets will come from not only these stakeholders. It is also likely
that further legislation, guidance and targets will be introduced by
Government and other bodies as the UK strives towards a net zero
environment. We cannot predict the extent of such future measures but you
must understand and be aware of the potential requirement for future capital
expenditure, which cannot be anticipated at the Valuation Date, to meet any
enhanced legislation, guidance and targets. We expect that awareness of
sustainability matters will increase throughout all sectors of the property
market.
1.12 Sources of Information
In addition to information established by us, we have relied on the
information obtained from the Client and others listed in this Valuation
Report.
We have made the assumption that the information provided by the Client and
its respective professional advisers in respect of the Properties we have
valued is both full and correct. We have made the further assumption that
details of all matters relevant to value within the collective knowledge of
the Client and its professional advisers, such as prospective lettings, rent
reviews, outstanding requirements under legislation and planning decisions,
have been made available to us, and that such information is up to date.
We confirm that the valuation has been undertaken bringing the required levels
of independence and objectivity to bear on the instruction, applying
professional scepticism to information and data where it is provided and
relied on as evidence.
1.13 General Comment
All valuations are professional opinions on a stated basis, coupled with any
appropriate assumptions or Special Assumptions. A valuation is not a fact, it
is an estimate. The degree of subjectivity involved will inevitably vary from
case to case, as will the degree of certainty, or probability, that the
valuer's opinion of value would exactly coincide with the price achieved were
there an actual sale at the Valuation Date.
Property values can change substantially, even over short periods of time, and
so our opinion of value could differ significantly if the date of valuation
were to change. If you wish to rely on our valuation as being valid on any
other date you should consult us first.
Should you contemplate a sale, we strongly recommend that the Properties are
given proper exposure to the market.
A copy of this Valuation Report should be provided to your solicitors and they
should be asked to inform us if they are aware of any aspect which is
different, or in addition, to that we have set out; in which case we will be
pleased to reconsider our opinion of value in the light of their advice and /
or opinions.
Market Conditions
The UK and other countries continue to experience heightened uncertainty due
to a number of factors.
Inflationary pressures continue to weigh on the economy and, whilst having
peaked, remain at high levels which are having a very material impact on
higher costs of living expenses. Base rates have increased rapidly to combat
the inflationary conditions and the expectation is for further rises still to
come.
The cost of debt has risen, and its availability reduced which together with
the outward movement in gilt yields from historically low levels has weighed
on investor sentiment and had an adverse impact on property values. Confidence
in the banking sector is fragile as seen in the recent actions around a
handful of banks but most particularly Credit Suisse and this is likely to
result in the further tightening of debt available to investors.
Whilst the UK is now expected to escape a recession, despite this having been
widely predicted, it is clear that economic conditions remain challenging in
the short to medium term.
In recognition of the potential for market conditions to move rapidly in
response to wider political and economic changes, we highlight the importance
of the Valuation Date as it is important to understand the market context
under which the valuation opinion was prepared. At this point we anticipate
longer marketing periods being required to elicit bids.
2. Taxation and costs
The opinion of value which C&W will attribute to the Properties will be
the figure C&W considers would appear in a contract for sale, subject to
the appropriate assumptions for the Basis of Value reported. Costs associated
with the transaction, including any taxes, legal fees and other expenses,
would be payable by the purchaser in addition to the figure reported.
No adjustment will be made by C&W to reflect any liability to taxation
that may arise on disposal, or development of the Properties nor for any costs
associated with disposal incurred by the owner. Furthermore, no allowance
will be made by C&W to reflect any liability to repay any government or
other grants, taxation allowance or lottery funding that may arise on
disposal.
C&W's valuation figure for the Properties will be that receivable by a
willing seller excluding VAT, if applicable.
3. VAT
The valuations and rents included in this Valuation Report are net of value
added tax at the prevailing rate.
4. Property Information
4.1 Enquiries
We have undertaken and completed the various matters referred to in the "Scope
of Services" section of the Engagement. The results of our enquiries and
inspections do not contradict the Assumptions which we have made and are
referred to in the Engagement Letter.
5. Basis of Valuation
In accordance with the Client's instructions, we have undertaken our
Valuations on the following basis:
1. Market Value (as defined below)
Our opinion of the Market Value of the Properties has been primarily derived
using comparable recent market transactions on arm's length terms.
5.1 Definitions
Market Value
Market Value as referred to in VPS4, Item 4 of the current edition of the RICS
Valuation - Global Standards which incorporate the IVS and the RICS Red Book,
and applying the conceptual framework which is set out in IVS104:
"The estimated amount for which an asset or liability should exchange on the
valuation date between a willing buyer and a willing seller in an arm's length
transaction, after proper marketing and where the parties had each acted
knowledgeably, prudently and without compulsion."
Our valuation as at 31 March 2022 addressed to the Company for financial
reporting purposes was on the basis of Fair Value - IFRS (the definition of
which is reproduced in Appendix 2 to the Valuation Services Schedule attached
at Appendix A). However, the references in the IFRS 13 definition to market
participants and a sale make it clear that for most practical purposes the
concept of Fair Value is consistent with that of Market Value and so there
would be no difference between them in terms of the valuation figure reported.
Our Valuation has been undertaken by us as External Valuers as defined in the
RICS Valuation Standards (being independent experts for the purposes of TN
619.1). The Properties are held as investments and we have therefore used the
appropriate property investment valuation methodology to calculate the Market
Values.
5.2 Estimated Net Annual Rent Receivable
Estimated Net Annual Rent Receivable represents the total income receivable
from all tenancies and licences, (including deemed income on outstanding rent
reviews and any deemed income on tenancies that are holding over) less any
non-recoverable revenue costs. The deemed income on outstanding rent reviews
is our opinion of rental value assessed in accordance with our understanding
of the terms of the occupational lease review provisions. Non-recoverable
revenue costs include, but are not limited to, such items as any
non-recoverable service charge, empty rates, insurance, marketing contribution
or ground rent payable by the landlord.
6. Assumptions and Special Assumptions
The Glossary in the RICS Red Book refers to an Assumption as a "supposition
taken to be true". In this context, Assumptions are facts, conditions or
situations affecting the subject of, or approach to, a valuation that, by
agreement, need not be verified by a valuer as part of the valuation process.
A Special Assumption is referred to in the Glossary in the RICS Red Book as an
Assumption that "either assumes facts that differ from the actual facts
existing at the valuation date, or that would not be made by a typical market
participant in a transaction on the valuation date". We confirm that no
Special Assumptions have been made and we have made no variation from standard
Assumptions in undertaking the Valuations.
7. Valuation Approach and Reasoning
Our opinion of the Market Value of the Properties has been primarily derived
using comparable recent rental and investment market transactions on arm's
length terms. We have adopted an investment method of valuation based on an
income approach and adopted a suitable market capitalisation rate.
Other than as stated below, each Property has been valued individually and we
have excluded any addition or deduction that might arise if a sale as a
portfolio were contemplated. We have assumed that each of the Properties had
been marketed in an orderly way and not placed on the market at the same time.
8. Valuation
We have apportioned the total property values between freehold and long
leasehold (over 50 years) and our opinion of the aggregate Market Value of
each of the various Property interests in the Company's portfolio, as at the
Valuation Date, subject to the Assumptions and comments in this Valuation
Report was:
Valuation
Freehold £271,075,000 (Two Hundred and Seventy-One Million and Seventy-Five Thousand Pounds)
Part Freehold and Part Leasehold £2,250,000 (Two Million, Two Hundred and Fifty Thousand Pounds)
Long Leasehold (Over 50 years) £15,000,000 (Fifteen Million Pounds)
Total Aggregate £288,325,000 (Two Hundred and Eighty-Eight Million, Three Hundred and Twenty-Five Thousand
Pounds)
In arriving at our opinion of Market Value of the Properties, we have valued
each Property individually.
Estimated Net Annual Rent Receivable
The Estimated Net Annual Rent Receivable, which represents the total income
receivable from all tenancies and licences, (including deemed income on
outstanding rent reviews and any deemed income on tenancies that are holding
over) less any non-recoverable revenue costs as at the Valuation Date was:
£17,027,788 per annum (Seventeen Million,
Twenty-Seven Thousand, Seven Hundred and Eighty-Eight pounds per annum)
Properties with an individual value of more than 5% of the Company's total
aggregate valuation
We have set out below the Properties with a value comprising more than 5% of
the total aggregate valuation of the Properties.
Property Description, Age and Tenure Terms of Existing Tenancies Market Value
BANBURY A distribution warehouse with three-storey integral offices and totalling Let to BFS Group Limited on a single full repairing and insuring lease £21,600,000
approximately 17,619 sq m (189,647 sq ft). Built in the 1990s. expiring in December 2025.
Echo Park
FREEHOLD The current net annual rent receivable is £1,370,000 per annum.
BRACKENLL The property comprises two detached industrial buildings which date from the Unit 1 is let to DX Network until December 2032 with a rent review in December £16,000,000
1990's. Each unit has two storey offices and car parking at the front and 2027.
1-2 Network, Eastern Avenue shared gate access to a rear service yard.
Unit 2 is let to PCS Wireless until March 2032 with a rent review in March
Unit 1 comprises a gross internal area of 3,233 sq m (34,802 sq ft). 2017.
Unit 2 comprises 2,481 sq m (26,701 sq ft). Both leases are on effective full repairing and insuring terms.
FREEHOLD The current net annual rent receivable is £186,348 per annum.
COLNBROOK A terrace of eight industrial units with a total area of 9,1,45 sq m (98,441 Let on eight effective full repairing and insuring leases (tenants include £28,000,000
sq ft). Each unit has approximately 10% of the total area being used as Trilogy Freight Limited, N20 Limited, Imperial Polythene Products Limited,
Units 1-8 Lakeside Drive offices. Built in the 1970s. Westgate Handling Services Limited and Seabridge Freight Services UK Ltd)
with expiries or tenant's options to break between September 2024 and February
FREEHOLD 2032.
The current net annual rent receivable is £1,166,493 per annum.
EASTLEIGH Two warehouse units, one of which has an eaves height of approximately 8m, a One unit is let to HTEC Limited on full repairing and insuring terms until £18,850,000
total area of 6,292 sq m (67,730 sq ft) and 165 car parking spaces. The September 2030 with a rent review and tenant option to break in September
Southampton International Park second unit has an eaves height of 6.5m, a floor area of 4,334 sq m (46,647 sq 2025.
ft) and 142 car parking spaces. Built in the 1990s.
The other unit is let to PEI Genesis (UK) Limited on full repairing and
FREEHOLD insuring terms until February 2035 with a rent review and tenant option to
break in February 2030.
The current net annual rent receivable is £1,015,000 per annum.
HEMEL HEMPSTEAD The property comprises two modern warehouse distribution units which were Unit A is let on an effective full repairing and insuring lease to Majestic £19,250,000
substantially rebuilt in 2006. Wine Warehouse Limited until March 2030.
Hemel Gateway
Unit A comprises a gross internal area of 5,688 sq m (61,227 sq ft). Unit B has been assigned to DBD on a lease until January 2031.
Unit B comprises 2,567 sq m (27,631 sq ft). The current net annual rent receivable is £912,292 per annum.
FREEHOLD
Property Disposals
There have been no property disposals since the Valuation Date.
9. Confidentiality
The contents of this Valuation Report and appendices are confidential to you,
for your sole use only and for the Purpose of Valuation as stated.
10. Material Difference
For the purposes of Rule 29.5 of the Code, we confirm that in our opinion the
current valuation of the Properties as at the date of this Valuation Report
would not be materially different from the Valuations of the Properties as at
the Valuation Date.
11. Consent
C&W has given and has not withdrawn its consent to the inclusion of this
Valuation Report in the 2.7 Announcement, the Scheme Document, any
supplementary Scheme Document and any further document which the Company is
required to publish and/or make available in accordance with the Code, and to
the publication and reproduction of this report as required by Rules 26 and 29
of the Code.
12. Responsibility
For the purposes of the Code, we are responsible for this Valuation Report and
we will accept responsibility for the information contained in this report and
confirm that to the best of our knowledge (having taken all reasonable care to
ensure that such is the case), the information contained in this Valuation
Report is in accordance with the facts and contains no omissions likely to
affect its import. This Valuation Report complies with, and is prepared in
accordance with, and on the basis of, the Code.
13. Disclosure
Except in connection with the Purpose of the Valuation set out above or as
expressly contemplated in the Engagement Letter you must not disclose the
contents of this Valuation Report to a third party in any way, including where
we are not referred to by name or if the Valuation Report is to be combined
with other reports, documents or information, without first obtaining our
written approval to the form and context of the proposed disclosure in
accordance with the terms of the Engagement Letter. We will not approve any
disclosure that does not refer adequately to the terms of the Engagement
Letter.
This Valuation Report or any part of it may not be modified, altered
(including altering the context in which the Valuation Report is displayed) or
reproduced without our prior written consent. To the extent permitted by law,
we hereby exclude all liability arising from use of and/or reliance on this
Valuation Report by any person or persons except as otherwise set out in the
terms of the Engagement Letter.
14. Reliance
Save as set out in paragraph 12 (Responsibility) above, this Valuation Report
may be relied upon only in connection with the Purpose of Valuation stated and
only by:
i. the Client;
ii. each Addressee; and
iii. any such other parties who have signed a Reliance Letter.
For the avoidance of doubt, the total aggregate limit of liability specified
in the terms of the Engagement Letter (the "Aggregate Cap") shall apply in
aggregate to the Client, the Addressees you and any such other parties who
have signed a Reliance Letter. Apportionment of the Aggregate Cap shall be a
matter for you and such other third parties alone.
Signed for and on behalf of Cushman & Wakefield Debenham Tie Leung Limited
Toby Stevenson MRICS
Partner
RICS Registered Valuer
+44 (0)20 7152 5298
Toby.Stevenson@cushwake.com
Appendix A: Property portfolio
Property Region Tenure Inspection Date
Andover, Keens House, Anton Mill Road Rest of South East F/H 24-Jun-22
Banbury, 3663 Echo Park Rest of South East F/H 06-Oct-22
Banbury, Wickes & Topps Tiles Rest of South East F/H 06-Oct-22
Bellshill, Mercury House, Strathclyde Business Park North & Scotland F/H 21-May-23
Bracknell, Eastern Road Rest of South East F/H 19-Oct-22
Bromsgrove, Brook Retail Park, Sherwood Road Midlands & Wales F/H 23-Aug-22
Bury, Hope Mill Retail Park North & Scotland F/H 24-Aug-22
Chelmsford, County House, County Square Rest of South East F/H 02-Feb-23
Colnbrook, Heathrow Truck Centre Rest of South East F/H 20-Oct-22
Colnbrook, Units 1-8 Lakeside Road Rest of South East F/H 21-Oct-22
Eastleigh, Southampton International Park Rest of South East F/H 01-Jul-22
Eastleigh, Wide Lane Rest of South East F/H 01-Jul-22
Edinburgh, 1-2 Lochside Way, Edinburgh Park North & Scotland F/H 05-May-23
Hemel Hempstead, Units A & B Hemel Gateway Rest of South East F/H 03-May-23
High Wycombe, Glory Park Rest of South East F/H 08-Nov-22
Kingston-upon-Thames, 11/11a Church Street Suburban London F/H 08-Nov-22
London SW1, 24 Haymarket & 1-2 Panton Street Central London LL/H 30-Mar-23
Luton, Enterprise Way Rest of South East F/H 08-Nov-22
Milton Keynes, Site E Chippenham Drive Rest of South East F/H 10-Jan-23
Nelson, Churchill Way North & Scotland F/H 24-Aug-22
New Malden, 7 Beverley Way Suburban London F/H 10-Feb-23
Newbury, Think One Dealership, Pinchington Lane Rest of South East F/H 24-Jun-22
Northallerton, Homebase & Halfords, Willowbeck Road North & Scotland F/H 21-Jul-22
Nottingham, 21-22 Long Row East & 2/6 King Street Midlands & Wales F/H & L/H 20-Jul-22
Nottingham, 25/27 Bridlesmith Gate Midlands & Wales F/H 20-Jul-22
Nottingham, No 1 Royal Standard Place Midlands & Wales F/H 20-Jul-22
Nottingham, Park View House, 58 The Ropewalk Midlands & Wales F/H 20-Jul-22
Rayleigh, 41/55 High Street Rest of South East F/H 02-Feb-23
Rayleigh, 81/87 High Street Rest of South East F/H 02-Feb-23
Redhill, 15 London Road Rest of South East F/H 01-Jan-23
Sunningdale, 53/79 Chobham Road Rest of South East F/H 01-Jan-23
Theale, Maxi Centre, Brunel Road Rest of South East F/H 01-Jan-23
Basingstoke, Unit K60, Lister Road Rest of South East F/H 01-Jan-23
York, Clifton Moor North & Scotland LL/H 24-Aug-22
Appendix B: Sources of Information
In addition to information established by us, we have relied on the
information as listed below:
Information Source / Author Date
Floor areas Client Various Dates
Title information Client Various Dates
Tenancy Data Columbia Threadneedle March 2023
Appendix 5
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Acquisition" the proposed acquisition by LondonMetric of the entire issued and to be issued
ordinary share capital of CTPT, to be implemented by means of the Scheme (or
by way of a Takeover Offer under certain circumstances described in this
Announcement) and, where the context requires, any subsequent revision,
variation, extension or renewal thereof;
"Admission" admission of the New LondonMetric Shares to the premium listing segment of the
Official List and to trading on the Main Market;
"Amended CTPT Articles" the articles of incorporation of CTPT, as amended to include provisions, in
terms approved by LondonMetric, that avoid any person (other than LondonMetric
or its nominee) remaining as a holder of CTPT Shares after the Effective Date,
such proposed amendment to be set out in full in the notice of the CTPT
General Meeting;
"Announcement" this announcement made pursuant to Rule 2.7 of the Takeover Code;
"Authorisations" regulatory authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions or approvals;
"Business Day" a day (other than Saturdays, Sundays and public holidays in the UK and
Guernsey) on which banks are generally open for normal business in the City of
London and Guernsey;
"CBRE" CBRE Limited (a private limited company incorporated in England and Wales with
registered number 03536032) whose registered office is at Henrietta House,
Henrietta Place, London, England, W1G 0NB;
"Closing Price" the closing middle market quotation of a share derived from the Daily Official
List on any particular date;
"Columbia Threadneedle" Columbia Threadneedle Investment Business Limited;
"Combined Group" the LondonMetric Group as enlarged by the CTPT Group following completion of
the Acquisition;
"Companies Act" the Companies Act 2006 (as amended);
"Companies Law of Guernsey" the Companies (Guernsey) Law, 2008 (as amended);
"Conditions" the conditions of the Acquisition set out in Appendix 1 to this Announcement
and to be set out in full in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement dated 22 June 2022 between (1) LondonMetric and
(2) CTPT as amended by side letters dated 4 May 2023 and 11 May 2023;
"Court" the Royal Court of Guernsey;
"Court Hearing" the Court hearing at which CTPT will seek an order sanctioning the Scheme;
"Court Meeting" the meeting or meetings of the Scheme Shareholders to be convened pursuant to
an order of the Court pursuant to section 107 of the Companies Law of Guernsey
for the purpose of considering and, if thought fit, approving the Scheme (with
or without amendment approved or imposed by the Court and agreed to by
LondonMetric and CTPT), including any adjournment, postponement or
reconvention of any such meeting, notice of which shall be contained in the
Scheme Document;
"Court Order" the order of the Court sanctioning the Scheme;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear;
"CT Savings Plans" one or more of the savings plans managed by the Columbia Threadneedle group
(as the context requires);
"CTPT" or the "Company" CTPT Property Trust Limited, a non-cellular company incorporated under the
laws of Guernsey with registered number 41870 and which has its registered
office at PO Box 255, Trafalgar Court, Les Banques, St. Peter Port, Guernsey
GY1 3QL;
"CTPT Directors" the directors of CTPT at the date of this Announcement or, where the context
so requires, the directors of CTPT from time to time;
"CTPT General Meeting" the general meeting of CTPT Shareholders (including any adjournment thereof)
to be convened for the purposes of seeking approval of the CTPT Resolution;
"CTPT Group" or "Group" CTPT and its subsidiaries and subsidiary undertakings from time to time and,
where the context permits, each of them;
"CTPT Permitted Dividend" if (i) the Effective Date has not occurred by the Long-stop Date and (ii) the
Long-stop Date is extended beyond CTPT's customary quarterly dividend record
date, any quarterly dividend announced, declared or paid by CTPT in respect of
such period in the ordinary course;
"CTPT Resolution" such shareholder resolution (or resolutions) of CTPT to be proposed at the
CTPT General Meeting as is necessary to approve, implement and effect the
Scheme and the Acquisition, including (without limitation) a resolution to
approve the Amended CTPT Articles;
"CTPT Shareholders" the holders of CTPT Shares from time to time;
"CTPT Shares" ordinary shares of one penny each in the capital of CTPT and each being a
"CTPT Share";
"Cushman & Wakefield" Cushman & Wakefield Debenham Tie Leung Limited (a private limited company
incorporated in England and Wales with registered number 02757768) whose
registered office is at 125 Old Broad Street, London, EC2N 1AR;
"Daily Official List" the Daily Official List published by the London Stock Exchange;
"Dealing Disclosure" an announcement pursuant to Rule 8 of the Takeover Code containing details of
dealings in interests in relevant securities of a party to an offer;
"Disclosed" the information disclosed (i) fairly in writing to LondonMetric or
LondonMetric's advisers by, or on behalf of, the CTPT Group (including via the
virtual data room established by, or on behalf of, CTPT for the purposes of
the Acquisition) prior to the publication of this Announcement, (ii) to
LondonMetric or LondonMetric's advisers by, or on behalf of, the CTPT Group
via management meetings held on 9 May and 16 May 2023 in connection with the
Acquisition; (iii) in the annual report and accounts of the CTPT Group for the
financial year ended 30 June 2022; (iv) in the interim report and results of
the CTPT Group for the six-month period ended on 31 December 2022; (v) in this
Announcement; and/or (vi) in any other announcement made by, or on behalf of,
CTPT via a Regulatory Information Service before the publication of this
Announcement;
"Disclosure Guidance and Transparency Rules" the disclosure guidance and transparency rules made by the FCA under Part VI
of FSMA;
"Effective" in the context of the Acquisition:
(i) if the Acquisition is implemented by way of the Scheme,
the Scheme having become effective in accordance with its terms; or
(ii) if LondonMetric elects to implement the Acquisition by way
of a Takeover Offer, such Takeover Offer having been declared unconditional in
all respects in accordance with the requirements of the Takeover Code;
"Effective Date" the date on which the Acquisition becomes Effective;
"EPRA" European Public Real Estate Association;
"EPRA NTA" or "NTA" a measure of net asset value designed by EPRA to present the fair value of a
company on a long term basis, as defined in the EPRA Guidance;
"Euroclear" Euroclear UK & International Limited;
"European Union" the economic and political confederation of European nations which share a
common foreign and security policy and co-operate on justice and home affairs
known as the European Union;
"Excluded Shares" any CTPT Shares which are: (i) registered in the name of, or beneficially
owned by, LondonMetric or any other member of the LondonMetric Group or any of
their respective nominees; or (ii) held as treasury shares (unless such CTPT
Shares cease to be so held), in each case at any relevant time;
"FCA" or "Financial Conduct Authority" the Financial Conduct Authority acting in its capacity as the competent
authority for the purposes of Part VI of FSMA, or any successor regulatory
body;
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and the CTPT
General Meeting which will accompany the Scheme Document;
"FSMA" the Financial Services and Markets Act 2000, as amended from time to time;
"GFSC" the Guernsey Financial Services Commission;
"Guernsey" the Island of Guernsey;
"IFRS" International Financial Reporting Standards;
"IPT" ISIS Property Trust Limited;
"IRP" IRP Property Investments Limited;
"ISIN" International Securities Identification Number;
"Latest Practicable Date" 23 May 2023;
"Listing Rules" the rules and regulations made by the FCA under FSMA and contained in the
publication of the same name, as amended from time to time;
"LondonMetric" LondonMetric Property plc, a public company limited by shares incorporated in
England and Wales with registered number 07124797 and which has its registered
office at One Curzon Street, London, W1J 5HB;
"LondonMetric Directors" the directors of LondonMetric at the date of this Announcement or, where the
context so requires, the directors of LondonMetric from time to time;
"LondonMetric Group" LondonMetric and its subsidiaries and subsidiary undertakings from time to
time and, where the context permits, each of them;
"LondonMetric Shares" the ordinary shares of 10 pence each in the share capital of LondonMetric and
each being a "LondonMetric Share";
"LondonMetric Shareholders" the holders of LondonMetric Shares from time to time;
"London Stock Exchange" London Stock Exchange plc;
"Long-stop Date" 24 November 2023 or such later date (if any) as LondonMetric and CTPT may
(with the consent of the Panel) agree and (if required) the Court may allow;
"Main Market" the London Stock Exchange's main market for listed securities;
"Market Abuse Regulation" the UK version of EU Regulation No. 596/2014, which has effect in English law
by virtue of the European Union (Withdrawal) Act 2018, as amended by the
Market Abuse (Amendment) (EU Exit) Regulations 2019;
"Net Asset Value" the value of the assets of the CTPT Group, LondonMetric Group or the Combined
Group, as applicable, less its liabilities, determined in accordance with the
accounting policies adopted by the CTPT Group, the LondonMetric Group or the
Combined Group, as applicable, from time to time or, as the context requires,
the Net Asset Value per CTPT Share or per LondonMetric Share calculated in
accordance with CTPT's or LondonMetric's accounting policies, as applicable;
"New LondonMetric Shares" the LondonMetric Shares proposed to be allotted and issued to Scheme
Shareholders in connection with the Scheme;
"Offer Period" the offer period (as defined by the Takeover Code) relating to CTPT, which
commenced on the date of this Announcement;
"Official List" the Official List of the FCA;
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Overseas Shareholders" CTPT Shareholders (or nominees of, or custodians or trustees for CTPT
Shareholders) not resident in, or nationals or citizens of, the United Kingdom
or Guernsey;
"Panel" the Panel on Takeovers and Mergers;
"Panmure Gordon" Panmure Gordon (UK) Limited;
"Peel Hunt" Peel Hunt LLP;
"Regulatory Information Service" a service approved by the London Stock Exchange for the distribution to the
public of announcements and included within the list maintained on the London
Stock Exchange's website;
"Restricted Jurisdiction" any jurisdiction into which, or from which, making the Acquisition or this
Announcement available would violate the laws or regulations of that
jurisdiction or may result in a significant risk of civil, regulatory or
criminal exposure;
"Savills" Savills Advisory Services Limited (a private limited company incorporated in
England and Wales with registered number 06215875) whose registered office is
at 33 Margaret Street, London, W1G 0JD;
"Scheme" the proposed scheme of arrangement under Part VIII of the Companies Law of
Guernsey between CTPT and Scheme Shareholders in connection with the
Acquisition, with or subject to any modification, addition or condition
approved or imposed by the Court and agreed by CTPT and LondonMetric;
"Scheme Document" the document to be sent to CTPT Shareholders containing, amongst other things,
the full terms and conditions of the Scheme, an explanatory statement in
compliance with Part VIII of the Companies Law of Guernsey, and the notices
convening the Court Meeting and the CTPT General Meeting;
"Scheme Record Time" the time and date specified in the Scheme Document by reference to which the
entitlements of Scheme Shareholders under the Scheme will be determined,
expected to be 6.00 p.m. on the Business Day immediately prior to the
Effective Date;
"Scheme Shareholder" a holder of Scheme Shares from time to time;
"Scheme Shares" all CTPT Shares:
(i) in issue at the date of the Scheme Document;
(ii) (if any) issued after the date of the Scheme Document and
before the Scheme Voting Record Time; and
(iii) (if any) issued at or after the Scheme Voting Record Time
but on or before the Scheme Record Time either on terms that the original or
any subsequent holders thereof are bound by the Scheme or in respect of which
such holders are, or shall have agreed in writing to be, so bound,
in each case which remain in issue at the Scheme Record Time and excluding any
Excluded Shares;
"Scheme Voting Record Time" the date and time specified in the Scheme Document by reference to which
entitlement to vote at the Court Meeting will be determined;
"Significant Interest" in relation to an undertaking or partnership, a direct or indirect interest of
20 per cent. or more of the total voting rights conferred by the equity share
capital (as defined in section 548 of the Companies Act) of such undertaking
or the relevant partnership interest;
"Takeover Code" the City Code on Takeovers and Mergers;
"Takeover Offer" if the Acquisition is implemented by way of a takeover offer (which shall be
an offer for the purposes of section 337 of the Companies Law of Guernsey),
the offer to be made by or on behalf of LondonMetric to acquire the entire
issued and to be issued ordinary share capital of CTPT including, where the
context admits, any subsequent revision, variation, extension or renewal of
such offer;
"Third Party" each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative,
professional, fiscal or investigative body, court, trade agency, association,
institution, environmental body, employee representative body, any entity
owned or controlled by any relevant government or state or any other body or
person whatsoever in any jurisdiction;
"Total Accounting Return" the return calculated by combining both movements in NTA per share plus
dividends paid or declared;
"UK-REIT" a UK real estate investment trust under Part 12 of the Corporation Tax Act
2010;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United Nations" the international organisation founded in 1945 with 193 member states;
"United States" or "US" the United States of America, its territories and possessions, any State of
the United States of America, and the District of Columbia;
"US Exchange Act" the United States Securities Exchange Act of 1933, and the rules and
regulations promulgated thereunder;
"US Securities Act" the United States Securities Act of 1933, and the rules and regulations
promulgated thereunder;
"Wider CTPT Group" CTPT and its subsidiary and associated undertakings and any other body
corporate, partnership, joint venture or person in which CTPT and/or such
undertakings (aggregating their interests) have a Significant Interest; and
"Wider LondonMetric Group" LondonMetric and its subsidiary and associated undertakings and any other body
corporate, partnership, joint venture or person in which LondonMetric and/or
such undertakings (aggregating their interests) have a Significant Interest.
In this Announcement, "subsidiary", "subsidiary undertaking", "undertaking"
and "associated undertaking" have the respective meanings given thereto by the
Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All references to a statutory provision or law or to any order or regulation
shall be construed as a reference to that provision, law, order or regulation
as extended, modified, replaced or re-enacted from time to time and all
statutory instruments, regulations and orders from time to time made
thereunder or deriving validity therefrom.
All the times referred to in this Announcement are London (UK) times unless
otherwise stated.
References to the singular include the plural and vice versa.
(#_ftnref1)
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