LXI REIT PLC LondonMetric - Publication of scheme document

LXi REIT

06/02/2024 15:10

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RNS Number : 2269C  LXI REIT PLC  06 February 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

6 February 2024

RECOMMENDED ALL-SHARE MERGER

of

LXI REIT PLC

by

LONDONMETRIC PROPERTY PLC

to be effected by means of a Scheme of Arrangement under

Part 26 of the Companies Act 2006 (the "Companies Act")

 

PUBLICATION OF SCHEME DOCUMENT

 

On 11 January 2024, the Boards of LXi REIT plc ("LXi") and LondonMetric
Property plc ("LondonMetric") announced that they had reached agreement on the
terms of a recommended all-share merger of LXi and LondonMetric pursuant to
which LondonMetric will acquire the entire issued and to be issued ordinary
share capital of LXi and form the Combined Group (the "Merger").

The Merger is intended to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act (the "Scheme"). Capitalised terms used in
this announcement (the "Announcement") shall, unless otherwise defined, have
the same meanings as set out in the Scheme Document (as defined below). All
references to times in this Announcement are to London times unless stated
otherwise.

Publication of the Scheme Document

The Board of LXi is pleased to announce that a circular relating to the Scheme
(the "Scheme Document") setting out, among other things, a letter from the
Chair of LXi, the full terms and conditions of the Scheme, an explanatory
statement pursuant to section 897 of the Companies Act, an expected timetable
of principal events, a valuation report in respect of LXi's property portfolio
as at 31 December 2023, two valuation reports in respect of LondonMetric's
property portfolio as at 31 December 2023, notices of the Court Meeting and
the LXi General Meeting and details of the action to be taken by LXi
Shareholders and Scheme Shareholders, has been published today, subject to
certain restrictions relating to persons in Restricted Jurisdictions, and will
be available on LXi's website at www.LXiREIT.com and on LondonMetric's website
at www.LondonMetric.com.

A combined prospectus and circular relating to the New LondonMetric Shares
proposed to be issued to LXi Shareholders in connection with the Merger has
been approved by the Financial Conduct Authority and is expected to be
published today on LondonMetric's website at. www.LondonMetric.com.

Hard copies of the Scheme Document (or, depending on an LXi Shareholder's
communication preference, a letter or email giving details of the website
where the Scheme Document may be accessed) and Forms of Proxy for the Court
Meeting and the LXi General Meeting are being sent to LXi Shareholders.

Action required

Notices of the Court Meeting and the LXi General Meeting, each of which have
been convened for Tuesday 27 February 2024 at the offices of Bryan Cave
Leighton Paisner LLP, Governor's House, 5 Laurence Pountney Hill, London EC4R
0BR, United Kingdom, are set out in the Scheme Document. The Court Meeting
will start at 10.00 a.m. (London time) and the General Meeting at 10.15 a.m.
(London time) (or as soon thereafter as the Court Meeting has concluded or
adjourned).

As further detailed in the Scheme Document, in order to become Effective, the
Scheme will require, among other things, that the requisite majority of: (i)
eligible Scheme Shareholders vote in favour of the Scheme at the Court
Meeting; and (ii) eligible LXi Shareholders vote in favour of the Resolution
at the LXi General Meeting. The Scheme must be sanctioned by the Court. The
Scheme is also subject to the satisfaction or (if capable of waiver) waiver of
the other Conditions and further terms, as described more fully in the Scheme
Document.

Any changes to the arrangements for the Court Meeting and the LXi General
Meeting will be communicated to LXi Shareholders before the LXi Meetings,
through LXi's website www.LXiREIT.com and by announcement through a Regulatory
Information Service.

LXi Shareholders and Scheme Shareholders are asked to complete and sign the
Forms of Proxy in accordance with the instructions provided thereon and return
them as soon as possible to LXi's Registrar, Link Group, PXS 1, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, but in any event so as to be
received by no later than the relevant times set out below:

·      PINK Forms of Proxy for the Court Meeting: 10.00 a.m. on 23
February 2024

·      BLUE Forms of Proxy for the LXi General Meeting: 10.15 a.m. on 23
February 2024

or, if in either case the Meeting is adjourned, no later than 48 hours before
the time fixed for the holding of the adjourned meeting (excluding any day
that is not a Business Day).

Proxy appointments may alternatively be submitted electronically by logging on
to www.SignalShares.com and following the instructions there.

LXi Shareholders and Scheme Shareholders who hold their shares in
uncertificated form (i.e. through CREST) can submit their CREST proxy
instructions in accordance with the procedures described in the CREST Manual,
which can be viewed at www.EuroClear.com/CREST
(http://www.EuroClear.com/CREST) .

Scheme Shareholders and LXi Shareholders are strongly encouraged to submit
proxy appointments and instructions for the Court Meeting and the LXi General
Meeting as soon as possible, using any of the methods (by post, online or
electronically through CREST (as applicable)) set out in the Scheme Document.

If the PINK Form of Proxy for use at the Court Meeting is not lodged by 10.00
a.m. on 23 February 2024 (or, in the case of adjournment, no later than 48
hours before the time fixed for the holding of the adjourned meeting
(excluding any day that is not a Business Day)), it may be handed to the chair
of the meeting or to LXi's Registrar, Link Group, on behalf of the chair at
the Court Meeting before the taking of the poll. However, in the case of the
LXi General Meeting, unless the BLUE Form of Proxy is lodged so as to be
received by 10.15 a.m. on 23 February 2024 (or, in the case of adjournment, no
later than 48 hours before the time fixed for the holding of the adjourned
meeting (excluding any day that is not a Business Day)), it will be invalid.

It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of the opinion of Scheme Shareholders. Therefore, Scheme
Shareholders are strongly encouraged to sign and return their Forms of Proxy
in accordance with the instructions thereon, or to appoint a proxy through
CREST or online, as soon as possible.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events
relating to the Scheme, which is also set out in the Appendix to this
Announcement.

The Scheme remains conditional on the approval of the requisite majority of
eligible Scheme Shareholders voting (in person or by proxy) at the Court
Meeting and the requisite majority of eligible LXi Shareholders voting (in
person or by proxy) at the LXi General Meeting and the satisfaction (or, where
applicable, waiver) of the other Conditions set out in the Scheme Document,
including the sanction of the Court.

Subject to the Scheme becoming Effective, LXi intends to make an application
to the London Stock Exchange for the cancellation of the admission to trading
of the LXi Shares on the London Stock Exchange's Main Market for listed
securities and an application to the FCA for the cancellation of the listing
of the LXi Shares on the Official List, in each case to take effect on or
shortly after the Effective Date. The Scheme is expected to become Effective
on 5 March 2024.

The last day of dealings in LXi Shares on the Main Market for listed
securities of the London Stock Exchange is expected to be the Business Day
immediately prior to the Effective Date and no transfers shall be registered
after 5.00 p.m. on that date.

Recommendation

The LXi Directors, who have been so advised by Lazard and Jefferies as to the
financial terms of the Merger, unanimously consider the terms of the Merger to
be fair and reasonable. In providing their advice to the LXi Directors, Lazard
and Jefferies have taken into account the commercial assessments of the LXi
Directors. Lazard and Jefferies are providing independent financial advice to
the LXi Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the LXi Directors recommend unanimously recommend that Scheme
Shareholders vote in favour of the Scheme at the Court Meeting and that LXi
Shareholders vote in favour of the LXi Resolution to be proposed at the LXi
General Meeting as they have irrevocably undertaken to do in respect of their,
and their connected persons', own beneficial holdings of, in aggregate,
96,878,432 LXi Shares representing, in aggregate, approximately 5.65 per cent.
of the issued ordinary share capital of LXi as at the Latest Practicable Date.

LXi Shareholders should carefully read the Scheme Document and the Combined
Circular and Prospectus (subject to any restrictions on its use or
distribution set out therein) in their entirety before making a decision with
respect to the Scheme.

LXi Shareholder helpline

If you are an LXi Shareholder and have any queries about the Scheme Document,
this Announcement, the Court Meeting, the LXi General Meeting or on the
completion and return of the Forms of Proxy, please contact the LXi's
Registrar, Link Group, Corporate Actions, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, United Kingdom or by calling Link Group on +44 (0) 371
664 0321. Calls are charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 8.30 a.m. to 5.30 p.m. (London
time), Monday to Friday (except public holidays in England and Wales). Please
note that Link Group cannot provide any financial, legal or tax advice. Calls
may be recorded and monitored for security and training purposes.

Additional information for LXi Shareholders

Copies of this Announcement and the Scheme Document will be available for
viewing on LXi's website at www.LXiREIT.com (http://www.LXiREIT.com) and
LondonMetric's website at www.LondonMetric.com by no later than 12.00 p.m. on
7 February 2024, being the Business Day following the date of publication of
the Scheme Document (subject to any applicable restrictions relating to
persons in Restricted Jurisdictions), up to and including the Effective Date
or the date the Scheme lapses or is withdrawn, whichever is earlier.

 

A copy of the Scheme Document, once published, will be submitted to the
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Enquiries

 LXi REIT plc                                                              via H/Advisors Maitland
 Cyrus Ardalan, Non-Executive Chairman
 Hugh Seaborn, Non-Executive Senior Independent Director
 Ismat Levin, Non-Executive Independent Director
 Sandy Gumm, Non-Executive Director
 Nick Leslau, Non-Executive Director

 Lazard & Co., Limited (Lead Financial Adviser)                            +44 (0) 20 7187 2000
 Patrick Long
 Jolyon Coates
 Sebastian O'Shea-Farren

 Jefferies International Limited (Financial Adviser and Corporate Broker)  +44 (0) 20 7029 8000
 Rishi Bhuchar
 Tom Yeadon
 Ed Matthews
 Paul Bundred

 Santander Corporate & Investment Banking (Financial Adviser)              +44 (0) 78 4071 7114
 Oliver Tucker
 Ting Le Deng
 Benni Azaria

 H/Advisors Maitland (Communications Adviser)                              +44 (0) 20 7379 5151
 James Benjamin
 Rachel Cohen

 LondonMetric Property plc                                                 +44 (0) 20 7484 9000
 Andrew Jones, Chief Executive
 Martin McGann, Finance Director
 Gareth Price, Investor Relations

 Barclays Bank PLC, acting through its Investment Bank                     +44 (0) 20 7623 2323

 (Lead Financial Adviser and Joint Corporate Broker)
 Bronson Albery
 Tom Macdonald
 Callum West
 Patrick Colgan

 Peel Hunt (Financial Adviser and Joint Corporate Broker)                  +44 (0) 20 7418 8900
 Capel Irwin
 Carl Gough
 Michael Nicholson
 Henry Nicholls

 J.P. Morgan Cazenove (Financial Adviser and Joint Corporate Broker)       +44 (0) 20 3493 8000
 Ashish Agrawal
 Jonty Edwards
 Dipayan Chakraborty

 FTI Consulting (Communications Adviser)                                   +44 (0) 20 3727 1000
 Dido Laurimore
 Richard Gotla
 Andrew Davis

 

Bryan Cave Leighton Paisner LLP is retained as legal adviser to LXi. CMS
Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to
LondonMetric.

 

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times in this announcement are London times, unless otherwise stated.

 Event                                                                           Time and/or date
 Date of publication and circulation of the Scheme Document                      6 February 2024
 Latest time for lodging Form of Proxy for the Court Meeting (pink form)         10.00 a.m. on 23 February 2024(2)
 Latest time for lodging Form of Proxy for the LXi General Meeting (blue form)   10.15 a.m. on 23 February 2024(3)
 Scheme Voting Record Time for the Court Meeting and record time for the LXi     6:00 p.m. on 23 February 2024(4)
 General Meeting
 Court Meeting                                                                   10.00 a.m. on 27 February 2024
 LXi General Meeting                                                             10.15 a.m. on 27 February 2024(5)
 LondonMetric General Meeting                                                    2.30 p.m. on 27 February 2024
 Certain of the following dates are subject to change (please see Note 1
 below):
 Court hearing to sanction the Scheme                                            4 March 2024
 Last date for dealings in, and for registration of transfers of, LXi Shares     4 March 2024
 Suspension of listing of, and dealings in, LXi Shares                           5.00 p.m. on 4 March 2024
 Scheme Record Time                                                              6.00 p.m. on 4 March 2024
 Effective Date                                                                  5 March 2024
 New LondonMetric Shares issued to LXi Shareholders                              8.00 a.m. on 6 March 2024
 Admission and commencement of dealings in New LondonMetric Shares               8.00 a.m. on 6 March 2024
 Cancellation of admission to trading on the London Stock Exchange of LXi        8.00 a.m. on 6 March 2024
 Shares
 CREST accounts of LXi Shareholders credited with New LondonMetric Shares        On or after 8.00 a.m. on 6 March 2024
 Latest date for despatch of share certificates for New LondonMetric Shares due  Within 14 days of the Effective Date
 under the Merger or settlement through CREST
 Long-stop Date                                                                  11 July 2024(6)
 References to time are to London time

 

 

 

Notes:

1.     These times and dates are indicative only and will depend, among
other things, on the date upon which the Court sanctions the Scheme and the
date on which the Conditions are satisfied or, if capable of waiver, waived.
If any of the dates and/or times in this expected timetable change, the
revised dates and/or times will be notified to LXi Shareholders by
announcement through a Regulatory Information Service and, if required by the
Panel, posting notice(s) of the change(s) to LXi Shareholders and persons so
entitled. All Scheme Shareholders have the right to attend the Sanction
Hearing. LXi must implement the Scheme in accordance with the expected
timetable unless (i) the Board of LXi withdraws its recommendation of the
Scheme, (ii) the Board of LXi announces its decision to propose an adjournment
of any of the Meetings or the Court Hearing, (iii) any of the Meetings or the
Court Hearing is adjourned, or (iv) any Condition is invoked in accordance
with the Takeover Code.

2.     The pink Form of Proxy for the Court Meeting, if not returned by
the time stated above, or, if the Court Meeting is adjourned, by no later than
48 hours (excluding non-Business Days) before the time fixed for the holding
of the adjourned meeting, may be handed to the Registrar or to the chair of
the Court Meeting before the taking of the poll at the Court Meeting and will
still be valid.

3.     The blue Form of Proxy for the LXi General Meeting must be lodged
by the time stated above in order to be valid or, if the LXi General Meeting
is adjourned, by no later than 48 hours (excluding non-Business Days) before
the time fixed for the holding of the adjourned meeting. Blue Forms of Proxy
that are not so lodged may NOT be handed to the chair of the LXi General
Meeting or the Registrar before the start of or at the LXi General Meeting.

4.     If either the Court Meeting or the LXi General Meeting is
adjourned, the record time of the adjourned meeting(s) will be 6.00 p.m. on
the second Business Day before the day fixed for the adjourned meeting.

5.     The LXi General Meeting will commence at 10.15 a.m. on the day of
the Court Meeting or as soon thereafter as the Court Meeting has been
concluded or adjourned.

6.     The Long-stop Date is the latest date by which the Scheme may
become Effective. However, the Long-stop Date may be extended to such later
date as LXi and LondonMetric may agree in writing (with the Panel's consent
and as the Court may approve (should such approval(s) be required)).

 

Important Information

This Announcement is for information purposes only. It is not intended to and
does not constitute, or form part of, any offer, invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe for, sell
or otherwise dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Merger or otherwise, nor shall
there be any purchase, sale, acquisition issuance, exchange or transfer of
securities or such solicitation pursuant to the Merger or otherwise in any
jurisdiction in contravention of applicable law. The Merger will be
implemented solely by means of the Scheme Document (or, in the event that the
Merger is to be implemented by means 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 Merger, including details of how to vote in respect of the
resolutions proposed in connection with the Merger.

LXi and LondonMetric urge LXi Shareholders to read the Scheme Document and the
Combined Circular and Prospectus (subject to any restrictions on its use or
distribution set out therein) carefully when they become available as each
will contain important information relating to the Merger, the New
LondonMetric Shares and the Combined Group.

LondonMetric has prepared the Combined Circular and Prospectus to be
distributed to LondonMetric Shareholders.

Any vote, approval, decision in respect of, or other response to, the Merger
should only be made on the basis of the information contained in the Scheme
Document (or any other document by which the Merger is made by way of a
Takeover Offer) and the Combined Circular and Prospectus.

This Announcement does not constitute a prospectus or prospectus equivalent
document. The New LondonMetric Shares to be issued pursuant to the Merger are
not being offered to the public by means of this Announcement.

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, or another appropriately authorised independent
financial adviser, if you are in a territory outside the United Kingdom.

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.

 

Notices

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority ("FCA"), is acting
exclusively as financial adviser and Rule 3 financial adviser to LXi and no
one else in connection with the Merger and will not be responsible to anyone
other than LXi for providing the protections afforded to clients of Lazard nor
for providing advice in connection with the Merger or any matter referred to
in this document. Neither Lazard nor any of its affiliates (nor any of their
respective directors, officers, employees or agents), owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with the Merger, this document, any
statement contained herein or otherwise. Lazard has given, and not withdrawn,
its consent to the inclusion in this document of the references to its name
and the advice it has given to LXi in the form and context in which they
appear.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for LXi and
no one else in connection with the matters referred to in this document and
will not regard any other person as its client in relation to the matters in
this document and will not be responsible to anyone other than LXi for
providing the protections afforded to clients of Jefferies nor for providing
advice in relation to any matter referred to in this document or any
transaction or arrangement referred to herein. Neither Jefferies nor any of
its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Jefferies in
connection with this document, any statement contained herein, any transaction
or arrangement referred to herein, or otherwise.

Banco Santander, S.A. ("Santander") is a credit institution which is
registered with the Bank of Spain with number 0049. Banco Santander, S.A.,
London Branch is a branch of Santander with its principal place of business
located at 2 Triton Square, Regent's Place, London NW1 3AN and is authorised
by the Bank of Spain and is subject to regulatory oversight on certain matters
in the UK by the Financial Conduct Authority and the Prudential Regulatory
Authority. Santander is acting exclusively as financial adviser to LXi and no
one else in connection with the matters referred to in this document and will
not be responsible to anyone other than the LXi for providing the protections
afforded to clients of Santander or any of its affiliates, or for providing
advice in relation to any matter referred to in this document.  Neither
Santander, nor any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of
Santander in connection with this document or any matter referred to herein.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority (the "PRA") and regulated in
the United Kingdom by the FCA and the PRA, is acting exclusively for
LondonMetric and no one else in connection with the matters set out in this
document and will not be responsible to anyone other than LondonMetric for
providing the protections afforded to clients of Barclays nor for providing
advice in relation to the matters set out in or referred to in this document.

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 document 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 document, or otherwise.

J.P. Morgan Securities PLC, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in
the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting
as financial adviser exclusively for LondonMetric and no one else in
connection with the Merger and will not regard any other person as its client
in relation to the Merger and will not be responsible to anyone other than
LondonMetric for providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, nor for providing advice in relation to the Merger
or any other matter or arrangement referred to in this document.

Overseas shareholders

This Announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules and the Listing Rules and the information disclosed may
not be the same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions outside the
United Kingdom. Nothing in this Announcement, the Scheme Document or the
documents accompanying the Scheme Document should be relied on for any other
purpose.

The availability of the New LondonMetric Shares (and the ability of persons to
hold such shares) in, and the release, publication or distribution of this
Announcement in or into, jurisdictions other than the United Kingdom may be
restricted by the laws and/or regulations of those jurisdictions. Persons into
whose possession this Announcement comes who are not resident in the United
Kingdom, or who are subject to the laws and/or regulations of any jurisdiction
other than the United Kingdom, should inform themselves of, and observe, any
such applicable laws and/or regulations. In particular, the ability of persons
who are not resident in the United Kingdom or who are subject to the laws of
another jurisdiction to participate in the Merger or to vote their Scheme
Shares in respect of 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 jurisdictions in which they are located or to
which they are subject. Any failure to comply with the applicable requirements
may constitute a violation of the laws and/or regulations of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Merger disclaim any responsibility or liability
for the violation of such restrictions by any person.

Unless otherwise determined by LondonMetric or required by the Takeover Code
and permitted by applicable law and regulation, participation in the Merger
will not be made, and the New LondonMetric Shares to be issued pursuant to the
Merger will not be made, available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction and no person may vote in favour of the Merger by any such use,
means, instrumentality or form from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this Announcement, the Scheme
Document, documents accompanying the Scheme Document and all documentation
relating to the Merger are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Merger (including custodians, nominees and trustees) must not
mail or otherwise distribute or send them in, into or from such jurisdictions
as doing so may invalidate any purported vote in respect of the Merger.

If the Merger is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be
made, directly or indirectly, in or into or by use of the mails or any other
means or instrumentality (including, without limitation, facsimile, e-mail or
other electronic transmission, telex or telephone) of interstate or foreign
commerce of, or any facility of a national, state or other securities exchange
of, any Restricted Jurisdiction and the Takeover Offer will not be capable of
acceptance by any such use, means, instrumentality or facilities or from
within any Restricted Jurisdiction.

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

Additional information for US investors

LXi Shareholders located in the United States should note that the Merger
relates to the securities of an English company with a listing on the London
Stock Exchange and is proposed to be implemented pursuant to a scheme of
arrangement provided for under English law. A transaction effected by means of
a scheme of arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Exchange Act. Accordingly, the Scheme is
subject to procedural and disclosure requirements and practices applicable to
a scheme of arrangement involving a target company in England listed on the
London Stock Exchange, which are different from the disclosure requirements of
the US tender offer and proxy solicitation rules.

The Merger may, in circumstances provided for in this Announcement and the
Scheme Document, instead be carried out by way of a Takeover Offer under
English law. If in the future LondonMetric exercises its right to implement
the Merger by way of a Takeover Offer, such Takeover Offer will be made in
compliance with applicable US tender offer and securities laws and
regulations, including the exemptions therefrom. Such Takeover Offer would be
made in the United States by LondonMetric and no one else. In addition to any
such Takeover Offer, in accordance with normal practice in the United Kingdom,
LondonMetric, certain affiliated companies, and their nominees or brokers
(acting as agents) may make certain purchases of, or arrangements to purchase,
LXi Shares outside the United States, other than pursuant to the Takeover
Offer, until the date on which such Takeover Offer would become effective,
lapses or is otherwise withdrawn. If such purchases or arrangements to
purchase were to be made, they would be made outside the United States and
would comply with applicable law, including the US Exchange Act. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. Any information about such
purchases will be disclosed, as required in the United Kingdom, will be
reported to a Regulatory Information Service of the FCA and will be available
on the London Stock Exchange website: http://www.LondonStockExchange.com/.

The financial information included in this Announcement, the Scheme Document,
documentation accompanying the Scheme Document and other documentation related
to the Merger has been or will have been prepared in accordance with IFRS and
thus may not be comparable to financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States.

The New LondonMetric Shares to be issued under the Scheme have not been and
will not be registered under the US Securities Act or under the securities
laws of any state or other jurisdiction of the United States and may not be
offered or sold in the United States absent registration or an available
exemption from the registration requirements under the US Securities Act and
applicable US state securities laws. If LondonMetric effects the Merger by way
of a scheme of arrangement under English law, the New LondonMetric Shares to
be issued in the Merger will be issued in reliance on the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) thereof. LXi will advise the Court that its sanction of the Scheme
will be relied upon by LondonMetric as an approval of the scheme of
arrangement following a hearing on its fairness to LXi Shareholders at which
hearing all such LXi Shareholders are entitled to attend in person or through
counsel to support or oppose the sanctioning of the Scheme and with respect to
which notification has been given to all LXi Shareholders.

The New LondonMetric Shares to be issued to LXi Shareholders in the Merger
pursuant to a scheme of arrangement under English law may generally be resold
without restriction under the US Securities Act, except for resales by persons
who are or will be affiliates (within the meaning of Rule 144 under the US
Securities Act). "Affiliates" of a company are generally defined as persons
who directly, or indirectly through one or more intermediaries, control, or
are controlled by, or are under common control with, that company. Whether a
person is an affiliate of a company for purposes of the US Securities Act
depends on the circumstances, but affiliates can include certain officers,
directors and significant shareholders. LXi Shareholders who are or will be
affiliates of LondonMetric or LXi prior to, or of LondonMetric after, the
Effective Date will be subject to certain US transfer restrictions relating to
the New LondonMetric Shares received pursuant to the Scheme as described in
the Scheme Document. LXi Shareholders who believe that they may be or will be
affiliates for purposes of the US Securities Act should consult their own
legal advisors prior to any resale of New LondonMetric Shares received under
the Scheme.

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

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

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

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

Forward-looking statements

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

These forward looking statements are not based on historical fact and are not
guarantees of future performance. By their nature, such forward looking
statements involve risks and uncertainties that could significantly affect
expected results and/or the operations of LondonMetric, LXi or the Combined
Group and are based on certain assumptions and assessments made by
LondonMetric and LXi in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate.

There are several factors which could cause actual results to differ
materially from those projected, expressed or implied in forward looking
statements. Among the factors that could cause actual results to differ
materially from those described in the forward looking statements are the
satisfaction of or failure to satisfy all or any of the conditions to the
Merger, as well as additional factors, such as changes in the global,
political, economic, business, competitive, market and regulatory forces,
fluctuations in exchange and interest rates, changes in tax rates and future
business acquisitions or disposals, the success of business and operating
initiatives and restructuring objectives and the outcome of any litigation.
Such statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Except as expressly provided in
this Announcement, they have not been reviewed by the auditors of LondonMetric
or LXi. Neither LondonMetric or LXi, nor any of their respective associates or
directors, officers, employees or advisers, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied
in any forward-looking statements in this Announcement will actually occur.
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
of this Announcement. All subsequent oral or written forward-looking
statements attributable to LondonMetric or LXi or any of their respective
members, directors, officers, employees or advisers or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. LondonMetric and LXi disclaim any obligation to update any
forward-looking or other statements contained in this Announcement, except as
required by applicable law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or otherwise.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by LXi Shareholders, persons with information rights and
other relevant persons for the receipt of communication from LXi may be
provided to LondonMetric during the Offer Period as required by Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Publication on Website and Requesting Hard Copy Documents

A copy of this Announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free
of charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on LXi's website at www.LXiREIT.com and
LondonMetric's website at www.LondonMetric.com by no later than 12.00 p.m. on
the Business Day following the date of this Announcement.

In accordance with Rule 30.3 of the Takeover Code, LXi Shareholders and
persons with information rights may request a hard copy of this Announcement
by contacting LXi's registrars, Link Group, Corporate Actions, Central Square,
29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by calling Link Group
on +44 (0) 371 664 0321. Calls are charged at the standard geographical rate
and will vary by provider. Calls outside the United Kingdom will be charged at
the applicable international rate. Lines are open between 8.30 a.m. to 5.30
p.m. (London time), Monday to Friday (except public holidays in England and
Wales). Please note that Link Group cannot provide any financial, legal or tax
advice. Calls may be recorded and monitored for security and training
purposes. For persons who receive a copy of this Announcement in electronic
form or via a website notification, a hard copy of this Announcement will not
be sent unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Merger should be in hard copy form.

For the avoidance of doubt, the contents of the aforementioned websites, and
any websites accessible from hyperlinks on those websites, are not
incorporated into and do not form part of this Announcement.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.TheTakeOverPanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

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