REG - LondonMetric LXI REIT PLC - Disclosure under Rule 2.10(c) of the Takeover Code

LXi REITAnnouncement

23/02/2024 16:00

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RNS Number : 3266E  LondonMetric Property PLC  23 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

23 February 2024

Disclosure under Rule 2.10(c) of the Takeover Code in respect of the

RECOMMENDED ALL-SHARE MERGER OF

LXI REIT PLC ("LXI")

AND

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

Update on Letter of Intent given by Artemis Investment Management LLP
("Artemis")

On 11 January 2024 the boards of LondonMetric and LXi made an announcement
pursuant to Rule 2.7 of the Takeover Code (the "Announcement") of a
recommended all-share merger pursuant to which LondonMetric will acquire the
entire issued and to be issued ordinary share capital of LXi (the "Merger"),
intended to be implemented by means of a scheme of arrangement under Part 26
of the Companies Act (the "Scheme").

As set out in section 6 and Appendix 3 of the Announcement, LondonMetric had
received a letter of intent from Artemis to vote in favour of the Scheme at
the Court Meeting and to vote in favour of the LXi Resolution to be proposed
at the LXi General Meeting, in respect of a total of 128,066,087 LXi Shares,
representing approximately 7.46 per cent of the issued ordinary share capital
of LXi as at 10 January 2024, being the Latest Practicable Date prior to the
Announcement (the "Artemis Letter of Intent").

Following the Announcement, Artemis confirmed, and the Company has previously
announced, that it had made a series of sales of, in aggregate, 982,060 LXi
Shares that were subject to the Artemis Letter of Intent.

On 22 February 2024, Artemis confirmed that it had sold, in aggregate, a
further 197,531 LXi Shares with 5,672,812 LXi Shares also removed from
Artemis' control to satisfy a client redemption (the "22 February Sold
Shares"). Artemis informed LondonMetric that the 22 February Sold Shares
comprised LXi Shares that were subject to the Artemis Letter of Intent.

As a result, following completion of the sale of the 22 February Sold Shares:

·    the total number of LXi Shares which are subject to the Artemis
Letter of Intent has reduced to 121,213,684 LXi Shares, representing
approximately 7.07 per cent of the issued share capital of LXi as at close of
business on 22 February 2024, being the last business date prior to this
announcement; and

·    the total number of LXi Shares which are subject to irrevocable
undertakings and a letter of intent has reduced to 218,092,116 LXi Shares,
representing approximately 12.72 per cent of the issued share capital of LXi
as at close of business on 22 February 2024, being the last business date
prior to this announcement.

Unless otherwise defined in this announcement, capitalised words and phrases
used in this announcement shall have the same meanings given to them in the
Announcement.

Enquiries:

 LondonMetric Property plc                                            Tel: +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

 

FURTHER INFORMATION

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority and regulated in the United
Kingdom by the Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for 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 or referred to in this announcement.

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act
as exempt principal trader in LondonMetric and LXi securities on the London
Stock Exchange. These purchases and activities by exempt principal traders
which are required to be made public in the United Kingdom pursuant to the
Code will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at www.londonstockexchange.com.
This information will also be publicly disclosed in the United States to the
extent that such information is made public in the United Kingdom.

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"), and which is authorised in
the United Kingdom by the Prudential Regulation Authority (the "PRA") and
regulated by the PRA and the Financial Conduct Authority, 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 announcement.

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.

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.

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 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 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 will be contained in the
Scheme Document.

Disclosure requirements of the Takeover Code (the "Code")

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.

Publication on website

A copy of this announcement will be available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
on LondonMetric's website at https://www.londonmetric.com by no later than
12.00 p.m. on the Business Day following the date of this announcement.

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

Rounding

Certain figures included in this announcement have been subject to rounding
adjustments.

 

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