REG-CT Property Trust Limited: Effective Scheme Arrangements

CT Property TrustAnnouncement

07/08/2023 11:30

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. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

7 August 2023

RECOMMENDED ALL-SHARE OFFER

FOR

CT PROPERTY TRUST LIMITED ("CTPT")

BY

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

effected by means of a Court-sanctioned scheme of arrangement under Part VIII
of the Companies Law of Guernsey

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 24 May 2023, it was announced that the boards of CTPT and LondonMetric had
reached agreement on the terms of a recommended all-share offer for CTPT by
LondonMetric (the "Acquisition"), to be effected by means of a
Court-sanctioned scheme of arrangement under Part VIII of the Companies
(Guernsey) Law, 2008 (as amended) (the "Scheme").

As previously announced, CTPT published the scheme document in respect of the
Acquisition on 19 June 2023 (the "Scheme Document") and, on 18 July 2023, all
resolutions in respect of the Scheme were duly passed at the Court Meeting and
the General Meeting.

The Board of CTPT is now pleased to announce that, at the Sanction Hearing
held earlier today, the Royal Court of Guernsey sanctioned the Scheme and
granted the Court Order in connection with the Acquisition. As the Conditions
of the Acquisition have now been satisfied, or (where applicable) waived, the
Scheme has become effective in accordance with its terms.

Settlement

Pursuant to the terms of the Scheme, Scheme Shareholders whose names appeared
on the register of members of CTPT at the Scheme Record Time, being 6.00 p.m.
on 4 August 2023, will be entitled (subject to certain terms and conditions)
to receive 0.455 New LondonMetric Shares for each CTPT Share held.

As set out in the Scheme Document, settlement of the New LondonMetric Shares
to which any CTPT Shareholder is entitled under the Scheme will be effected:

(a)    in respect of CTPT Shareholders holding CTPT Shares in
uncertificated form as at the Scheme Record Time, through the crediting of
CREST accounts at or shortly after 8.00 a.m. on 8 August 2023 (but not later
than 21 August 2023); and

(b)    in respect of CTPT Shareholders holding CTPT Shares in certificated
form as at the Scheme Record Time, by the despatch of share certificates by no
later than 21 August 2023.

As a result of the Scheme having become effective, share certificates in
respect of CTPT Shares have ceased to be valid documents of title and
entitlements to CTPT Shares held in uncertificated form in CREST have been
cancelled.

Dealings in CTPT Shares were suspended with effect from 7.30 a.m. today, 7
August 2023. Applications have been made to the London Stock Exchange to
cancel the 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, which in each case is expected to take effect by no later than 8.00 a.m.
on 8 August 2023.

CTPT Shareholders are referred to the Scheme Document, in particular paragraph
11 of Part 2 of the Scheme Document, which sets out in detail the full terms
and conditions of the settlement of the consideration payable for each CTPT
Share under the Acquisition. Fractions of New LondonMetric Shares will not be
allotted or issued pursuant to the Acquisition and entitlements of Scheme
Shareholders to LondonMetric Shares 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. The net proceeds of such sale (after the deduction of all
expenses and commissions incurred in connection with this sale) will be
distributed by LondonMetric in due proportions to Scheme Shareholders who
would otherwise have been entitled to such fractions provided that individual
entitlements to amounts of less than £5.00 will not be paid to Scheme
Shareholders but will be retained for the benefit of LondonMetric.

Directorate changes

As the Scheme has now become effective, CTPT duly announces that, as of
today's date, Davina Walter, Alexa Henderson, Mark Carpenter, David Ross and
James Thornton have each stepped down from the CTPT Board (as well as the
boards of CTPT's subsidiaries, IPT Property Holdings Limited and IRP Holdings
Limited). Each of Valentine Beresford, Andrew Jones, Martin McGann and Mark
Stirling have been appointed as directors of CTPT, IPT Property Holdings
Limited and IRP Holdings Limited as of today's date.

Dealing disclosures

CTPT is no longer in an "Offer Period" as defined in the City Code on
Takeovers and Mergers (the "Code") and, accordingly, the dealing disclosure
requirements previously notified to those interested in CTPT Shares no longer
apply.

Enquiries:

 CT Property Trust Limited                                                                                                                     Tel: +44 (0) 20 7886 2500                                                      
 via Panmure Gordon                                                                                                                                                                                                           
 Panmure Gordon (UK) Limited (Rule 3 Adviser, Joint Financial Adviser and Broker to CTPT) Sapna Shah Tom Scrivens Atholl Tweedie Ashwin Kholi  Tel: +44 (0) 20 7886 2500                                                      
 Dickson Minto Advisers (Joint Financial Adviser to CTPT) Douglas Armstrong                                                                    Tel: +44 (0) 20 7649 6823                                                      
 Buchanan (PR Adviser to CTPT)                                                                                                                                                                                                
 Helen Tarbet Henry Wilson Hannah Ratcliff                                                                                                     Tel: +44 (0) 7872 604 453 Tel: +44 (0) 7788 528 143 Tel: +44 (0) 7825 292 022  

 

Unless the context provides otherwise, words and expressions defined in the
Scheme Document shall have the same meanings in this announcement. All
references to time shown in this announcement are references to London (UK)
time.

Important notices

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser, joint
financial adviser and corporate broker exclusively for CTPT and no-one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than CTPT for providing the protections afforded
to clients of Panmure Gordon nor for providing advice in connection with the
matters referred to herein. Neither Panmure Gordon nor any of its affiliates
owes or accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Panmure Gordon in connection with this
announcement, any statement contained herein, the Acquisition, or otherwise.

Dickson Minto W.S. ("Dickson Minto Advisers"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for CTPT and
for no one else in connection with the matters referred to in this
announcement and will not be responsible to any person other than CTPT for
providing the protections afforded to clients of Dickson Minto Advisers, or
for providing advice in relation to the matters referred to herein. Neither
Dickson Minto Advisers nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Dickson Minto Advisers in connection with the matters referred to in
this announcement, or otherwise.

This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities, or a solicitation of an offer to buy any
securities, pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.

This announcement does not comprise a prospectus or a prospectus equivalent
document.

The contents of this announcement do not amount to, and should not be
construed as, legal, tax, business or financial advice. If you are in any
doubt about the contents of this announcement, you should consult your own
legal adviser, tax adviser or financial adviser for legal, tax, business or
financial advice.

The statements contained in this announcement are made as at the date of this
announcement, unless some other date is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.

Overseas jurisdictions

The release, publication or distribution of this announcement into, in or from
jurisdictions other than the United Kingdom and Guernsey may be restricted by
the laws of those jurisdictions. Persons who are not resident in the United
Kingdom or Guernsey or who are subject to the laws and/or regulation of other
jurisdictions should inform themselves of, and observe, any applicable legal
or regulatory requirements. In particular, the ability of CTPT Shareholders
who are not resident in the United Kingdom or Guernsey or who are subject to
the laws of another jurisdiction to participate in the Acquisition may be
affected by the laws of the relevant jurisdiction in which they are located or
to which they are subject. Any failure to comply with these restrictions or
requirements may constitute a violation of the laws and/or regulations of any
such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such requirements by any person.

Unless otherwise determined by LondonMetric, CTPT or required by the Code, and
permitted by applicable law and regulation, participation in the Acquisition
is not being made available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction. 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.

This announcement has been prepared in connection with proposals in relation
to a scheme of arrangement and for the purposes of complying with the laws of
Guernsey and the United Kingdom, the Code, the Listing Rules, the Disclosure
Guidance and Transparency Rules, and the rules of the London Stock Exchange
and the information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the
laws and regulations of any jurisdiction outside of the United Kingdom or
Guernsey. Nothing in this announcement, the Scheme Document or the documents
accompanying the Scheme Document should be relied on for any other purpose.

The statements contained in this announcement are not to be construed as
legal, business, financial or tax advice. Overseas Shareholders should consult
their own legal and tax advisers with respect to the legal and tax
consequences of the Scheme. It is the responsibility of any person into whose
possession this announcement comes to satisfy themselves as to the full
observance of the laws of any relevant jurisdiction in connection with the
Acquisition including the obtaining of any governmental, exchange control or
other consents which may be required and/or compliance with other necessary
formalities which are required to be observed and the payment of any issue,
transfer or other taxes or levies due in such jurisdiction.

Further details in relation to Overseas Shareholders are contained in
paragraph 12 of Part 2 of the Scheme Document. All CTPT Shareholders or other
persons (including nominees, trustees and custodians) who would otherwise
intend to or may have a contractual or legal obligation to forward this
announcement to a jurisdiction outside the UK and Guernsey should refrain from
doing so and seek appropriate professional advice before taking any action.

Further details in relation to Overseas Shareholders are contained in the
Scheme Document.

Notice to US shareholders

CTPT Shareholders in the United States should note that the Acquisition
relates to the securities of a Guernsey company with a listing on the London
Stock Exchange 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 prepared in accordance with the laws of Guernsey of the United Kingdom,
the Code and UK disclosure requirements, format and style, all of which differ
from those in the United States. A transaction effected by means of a scheme
of arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the Acquisition is
subject to the procedural and disclosure requirements and practices applicable
to a scheme of arrangement involving a target company organised in Guernsey
and listed on the London Stock Exchange, which differ from the procedural and
disclosure requirements of the United States tender offer rules and proxy
solicitation rules under the US Exchange Act.

The financial information that is included in the Scheme Document or that may
be included in any other documents relating to the Acquisition has been or
will be prepared in accordance with IFRS and may not be comparable to
financial statements of companies in the United States or other companies
whose financial statements are prepared in accordance with US generally
accepted accounting principles.

The New LondonMetric Shares to be issued under the Scheme have not been and
will not be registered under the US Securities Act or under any laws or with
any securities regulatory authority of any State or other jurisdiction of the
United States and may only be offered or sold in the United States in reliance
on an exemption from the registration requirements of the US Securities Act.
The New LondonMetric Shares are expected to be issued in reliance upon the
exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) thereof. CTPT Shareholders who are or will be affiliates
(as defined in Rule 144 under the US Securities Act) of LondonMetric or CTPT
prior to, or of LondonMetric after, the Effective Date are or will be subject
to certain US transfer restrictions relating to the New LondonMetric Shares
received pursuant to the Scheme.

For the purpose of qualifying for the exemption from the registration
requirement of the US Securities Act afforded by Section 3(a)(10) thereunder,
CTPT advised the Court that the Court's sanctioning of the Scheme is 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 were entitled to appear in person or through
counsel to support or oppose the sanctioning of the Scheme and with respect to
which notification was given to all CTPT Shareholders.

None of the securities referred to in this announcement have been approved or
disapproved by the US Securities and Exchange Commission or any US state
securities commission, nor have any such authorities passed judgment upon the
fairness or the merits of the Acquisition or determined if this announcement
is accurate or complete. Any representation to the contrary is a criminal
offence in the United States.

US holders of CTPT Shares also should be aware that the transaction
contemplated herein may have tax consequences in the United States and that
such consequences, if any, are not described herein. US holders of CTPT Shares
are urged to consult with independent professional advisors regarding the
legal, tax and financial consequences of the Acquisition applicable to them.

It may be difficult for US holders of CTPT Shares to enforce their rights and
claims arising out of US federal securities laws, since LondonMetric and CTPT
are organised in countries other than the United States, and some or all of
their officers and directors may be residents of, and some or all of their
assets may be located in, countries other than the United States. US holders
of CTPT Shares may have difficulty effecting service of process within the
United States upon those persons or recovering against judgments of US courts,
including judgments based upon the civil liability provisions of the US
federal securities laws. US holders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US securities
laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgement.

Further details in relation to US holders are contained in the Scheme
Document.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by LondonMetric or CTPT contain statements about
LondonMetric and/or CTPT and/or the Combined Group that are or may be deemed
to be forward-looking statements. All statements other than statements of
historical facts included in this announcement may be forward-looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "hopes" "projects",
"continue", "schedule" or words or terms of similar substance or the negative
thereof, are forward-looking statements. Forward-looking statements include
statements relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance, indebtedness,
financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of
LondonMetric's or CTPT's or the Combined Group's operations and potential
synergies resulting from the Acquisition; and (iii) the effects of government
regulation on LondonMetric's or CTPT's or the Combined Group's business.

These forward-looking statements are not based on historical fact and are not
guarantees of future performance. By their nature, such forward-looking
statements involve known and unknown risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward-looking statements. Many of these
risks and uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely. These factors include, but are not
limited to, 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.

Publication on a website

A copy of this announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted Jurisdictions) free of
charge, on CTPT's website at www.ctpropertytrust.co.uk/offer and on
LondonMetric's website at
www.londonmetric.com/investors/acquisition-ct-property-trust by no later than
12 noon on the Business Day following the publication of this announcement.

Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms
part of, this announcement.

 

 



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