REG - Lok'nStore Group Shurgard Self Strge. - Court Sanction of Scheme of Arrangement

Lok'n StoreAnnouncement

18/07/2024 16:00

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RNS Number : 9931W  Lok'nStore Group PLC  18 July 2024

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 THAT JURISDICTION

FOR IMMEDIATE RELEASE

18 July 2024

RECOMMENDED CASH ACQUISITION

OF

LOK'N STORE GROUP PLC ("LOK'NSTORE")

BY

SHURGARD SELF STORAGE LIMITED ("SHURGARD")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

 

Court sanction of the Scheme

On 11 April 2024, the boards of Shurgard and Lok'nStore announced that they
had reached agreement on the terms of a recommended cash offer pursuant to
which Shurgard will acquire the entire issued and to be issued ordinary share
capital of Lok'nStore (the "Acquisition"). The Acquisition is being
implemented by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme").

Capitalised terms used but not defined in this Announcement have the meanings
given to them in the scheme document published by Lok'nStore on 17 May 2024
containing the full terms and conditions of the Acquisition (the "Scheme
Document").

Further to the announcement made by Lok'nStore on 10 June 2024 confirming that
the Scheme was approved by the requisite majority of Scheme Shareholders at
the Court Meeting and the Special Resolution was passed by the requisite
majority of Lok'nStore Shareholders at the General Meeting, Shurgard and
Lok'nStore are pleased to announce that the Court has today sanctioned the
Scheme under section 899 of the Companies Act 2006.

Admission of new Lok'nStore Shares

In order to satisfy the conditional exercises by the holders of options
granted under the Lok'nStore Share Plans, Lok'nStore will issue 1,175,063 new
Lok'nStore Shares (the "New Lok'nStore Shares") to Lok'nStore Trustee Limited
as trustee of the Lok'nStore employee benefit trust in its capacity as nominee
for the relevant option holders.

An application has been made to the London Stock Exchange for the New
Lok'nStore Shares to be admitted to trading on AIM at 8.00 a.m. on 23 July
2024.

A further announcement regarding the Lok'nStore Share Plans will be made once
the New Lok'nStore Shares have been issued.

Next steps and timetable

The Scheme remains conditional on the delivery of a copy of the Court Order to
the Registrar of Companies, which is expected to occur on 1 August 2024.

The last day and time for dealings in, and for registrations of transfers of,
Lok'nStore Shares will be 6.00 p.m. on 31 July 2024, and trading in Lok'nStore
Shares on AIM will be suspended with effect from 7.30 a.m. on 1 August 2024.

On the Effective Date, share certificates in respect of Lok'nStore Shares will
cease to be valid and entitlements to Lok'nStore Shares held within the CREST
system will be cancelled. Lok'nStore Shareholders shall be required to return
share certificates to Lok'nStore or destroy them following the Effective Date.

It is expected that, subject to the Scheme becoming Effective, the
cancellation of admission to trading of Lok'nStore Shares on AIM will take
place at 7.00 a.m. on 2 August 2024.

Further announcements will be made when the Scheme becomes Effective.

Enquiries:

 Shurgard
 Shurgard
 Caroline Thirifay

                                                                             +44 75 96 87 57 13

 J.P. Morgan Cazenove (Sole Financial Adviser to Shurgard)                   +44 20 3493 8000

 Dwayne Lysaght

 Ashish Agrawal

 Jonty Edwards

 John Ulrich

 Lok'nStore
 Lok'nStore                                                                  +44 12 5252 1010

 Andrew Jacobs

 Raymond Davies

 Neil Newman-Shepherd
 Goldman Sachs International (Lead Financial Adviser to Lok'nStore)          +44 20 7774 1000

 Khamran Ali

 Chris Emmerson

 Arnout Harteveld

 Lorenzo Carlino
 Cavendish Capital Markets Limited (Sole Rule 3 Adviser, Financial Adviser,  +44 20 7220 0500
 NOMAD and Joint Corporate Broker to Lok'nStore)

 Julian Blunt

 Henrik Persson

 Seamus Fricker

 Fergus Sullivan
 Peel Hunt LLP (Joint Corporate Broker to Lok'nStore)                        +44 20 7418 8900

 Capel Irwin

 Carl Gough

 Henry Nicholls
 Camarco (Financial PR to Lok'nStore)                                        + 44 20 3757 4991

 Billy Clegg

 Tom Huddart

 Letaba Rimell

 

Allen Overy Shearman Sterling LLP is acting as legal adviser to Shurgard.
Travers Smith LLP is acting as legal adviser to Lok'nStore.

Important notices relating to financial advisers

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 (the "FCA"), is
acting as financial adviser exclusively for Shurgard 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 Shurgard 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 in this
Announcement.

Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Lok'nStore and no one else in connection with the Acquisition
and will not be responsible to anyone other than Lok'nStore for providing the
protections afforded to clients of Goldman Sachs or for providing advice in
connection with the matters referred to in this Announcement. No
representation or warranty, express or implied, is made by Goldman Sachs as to
the contents of this Announcement.

Cavendish Capital Markets Limited ("Cavendish"), which, in the United Kingdom,
is authorised and regulated by the FCA, is acting exclusively for Lok'nStore
and no one else in connection with the Acquisition and will not be responsible
to anyone other than Lok'nStore for providing the protections afforded to
clients of Cavendish nor for providing advice in relation to the Acquisition
or any other matter or arrangement referred to in this Announcement.

Peel Hunt LLP ("Peel Hunt"), which, in the United Kingdom, is authorised and
regulated by the FCA, is acting exclusively for Lok'nStore and no one else in
connection with the Acquisition and neither Peel Hunt nor any of its
affiliates will be responsible to anyone other than Lok'nStore (whether or not
a recipient of this Announcement) for providing the protections afforded to
clients of Peel Hunt nor for providing advice in relation to the Acquisition
or any other matter or arrangement referred to in this Announcement.

Further information

This Announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of, any securities
or the solicitation of an offer, vote or approval in any jurisdiction pursuant
to the Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Lok'nStore in any jurisdiction in contravention of
applicable law.

Disclosure requirements of the Code

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

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

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

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

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

Electronic Communications

Please be aware that addresses, electronic addresses and certain information
provided by Lok'nStore Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Lok'nStore may be
provided to Shurgard during the Offer Period as required under section 4 of
Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on a website

A copy of this Announcement will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Shurgard's
website at https://www.shurgard.com/corporate/investors/acquisitions/loknstore
and on Lok'nStore's website at
www.loknstore.co.uk/investors/recommended-cash-offer  promptly and in any
event by no later than 12 noon on the Business Day following the date of this
Announcement. Neither the content of the websites referred to in this
Announcement nor the content of any website accessible from hyperlinks in this
Announcement is incorporated into, or forms part of, this Announcement.

General

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 or
independent financial adviser duly authorised under the Financial Services and
Markets Act 2000 if you are resident in the UK or, if not, from another
appropriate authorised independent financial adviser.

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