REG - Lok'nStore Group Shurgard Self Strge. - Timing of Posting of Scheme Document

Lok'n StoreAnnouncement

02/05/2024 14:30

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RNS Number : 0553N  Lok'nStore Group PLC  02 May 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 SUCH JURISDICTION

FOR IMMEDIATE RELEASE

2 May 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

 

TIMING OF POSTING OF SCHEME DOCUMENT

 

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 to be made by
Shurgard to acquire the entire issued and to be issued share capital of
Lok'nStore (the "Rule 2.7 Announcement" and the "Acquisition"), proposed to be
effected by means of a Court-sanctioned scheme of arrangement between
Lok'nStore and Scheme Shareholders under Part 26 of the Companies Act 2006.

Capitalised terms used in this announcement have the same meaning given to
them in the Rule 2.7 Announcement, unless otherwise defined herein.

Timing of posting of Scheme Document

The Scheme Document will contain a valuation in respect of Lok'nStore's
property portfolio in accordance with Rule 29 of the Code. Work in this regard
is ongoing but will not be completed in time for the Scheme Document to be
posted within 28 days of the date of the Rule 2.7 Announcement. Consequently,
Lok'nStore and Shurgard now expect that the Scheme Document will be posted on
or before 21 May 2024.

There is no change to the expectation set out in the Rule 2.7 Announcement
that the Acquisition will complete in July 2024 subject to the satisfaction
(or, where applicable, waiver) of the Conditions set out in Appendix 1 to the
Rule 2.7 Announcement. The detailed expected timetable for implementation of
the Acquisition will be set out in the Scheme Document.

Enquiries

 

 Shurgard
 Shurgard
 Caroline Thirifay

 Isabel Neumann                                                              +44 75 96 87 57 13

                                                                             +32 2 229 56 69
 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 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 any 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. The Acquisition will be made solely pursuant to the terms set
out in the Scheme Document (and the accompanying Forms of Proxy), which will
contain the full terms and conditions of the Acquisition, including details of
how to vote in respect of the Acquisition. Any decision in respect of the
Acquisition should be made only on the basis of the information in the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Takeover Offer document).

Lok'nStore will prepare the Scheme Document to be distributed to Lok'nStore
Shareholders. Lok'nStore and Shurgard urge Lok'nStore Shareholders to read the
Scheme Document (or, if the Transaction is implemented by way of a Takeover
Offer, the Takeover Offer document) in full when it becomes available because
it will contain important information relating to the Acquisition.

This Announcement does not constitute a prospectus or a prospectus exempted
document.

This Announcement has been prepared for the purpose of complying with English
law and the Code 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 England.

Overseas Shareholders

The release, publication or distribution of this Announcement in jurisdictions
other than the UK may be restricted by law and therefore any persons who are
not resident in the UK or who are subject to the laws of any jurisdiction
other than the UK (including Restricted Jurisdictions) should inform
themselves about, and observe, any applicable legal or regulatory
requirements. In particular, the ability of persons who are not resident in
the UK or who are subject to the laws of another jurisdiction to participate
in the Acquisition or to vote their Lok'nStore Shares in respect of the Scheme
at the Court Meeting, or to execute and deliver Forms of Proxy appointing
another 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 applicable legal or regulatory
requirements of any jurisdiction may constitute a violation of securities laws
in that jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility
or liability for the violation of such restrictions by any person.

Unless otherwise determined by Shurgard or required by the Code, and permitted
by applicable law and regulation, the Acquisition shall 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 Acquisition by any such use, means, instrumentality or form
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction.

The Acquisition will be subject to the applicable requirements of English law,
the Code, the Panel, the AIM Rules and the FCA.

Copies of this Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly, mailed or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction or any jurisdiction where to do so would constitute a violation
of the laws of such jurisdiction and persons receiving such documents
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in or into or from any Restricted
Jurisdiction. Doing so may render invalid any related purported vote in
respect of acceptance of the Acquisition.

Further details in relation to Lok'nStore Shareholders in overseas
jurisdictions will be contained in the Scheme Document.

Additional information for U.S. investors

The Acquisition relates to an offer for the shares of a UK company and is
being made by means of a scheme of arrangement provided for under English
company law. The Acquisition, implemented by way of a scheme of arrangement,
is not subject to the tender offer rules or the proxy solicitation rules under
the U.S. Exchange Act, as amended. Accordingly, the Acquisition is subject to
the disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in the UK admitted to trading on AIM,
which differ from the disclosure requirements of the U.S. tender offer and
proxy solicitation rules. If, in the future, Shurgard exercises its right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the Takeover Offer into the U.S., the Acquisition will be made in compliance
with applicable U.S. laws and regulations.

Neither the SEC nor any U.S. state securities commission has approved,
disapproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this Announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.

Some or all of Lok'nStore's officers and directors reside outside the U.S.,
and some or all of its assets are or may be located in jurisdictions outside
the U.S. Therefore, investors may have difficulty effecting service of process
within the U.S. upon those persons or recovering against Lok'nStore or its
officers or directors on judgments of U.S. courts, including judgments based
upon the civil liability provisions of the U.S. federal securities laws.
Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgment. It may not be possible to
sue Lok'nStore or its officers or directors in a non-U.S. court for violations
of the U.S. securities laws.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the US Exchange Act, Shurgard or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, shares or other securities of Lok'nStore outside of
the U.S., other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn.
These purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices.  Any information about such
purchases or arrangements to purchase shall be disclosed as required in the
UK, shall be reported to a Regulatory Information Service and shall be
available on the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) .

The receipt of cash pursuant to the scheme by U.S. Shareholders (defined as
shareholder who are U.S. persons as defined in the U.S. Internal Revenue Code)
as consideration for the transfer of its Lok'nStore Shares pursuant to the
scheme may be a taxable transaction for U.S. federal income tax purposes and
under applicable U.S. state and local, as well as foreign and other, tax laws.
Each Shareholder (including U.S. Shareholders) is urged to consult his
independent professional adviser immediately regarding the tax consequences of
the transaction applicable to him.

The financial information with respect to Lok'nStore included in this
Announcement and the Scheme Document has been or will have been prepared in
accordance with International Financial Reporting Standards ("IFRS") and thus
may not be comparable to the financial information of U.S. companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the U.S.

Forward-looking statements

This Announcement (including information incorporated by reference in this
Announcement), oral statements made regarding the Acquisition, and other
information published by Shurgard and Lok'nStore contain statements which are,
or may be deemed to be, "forward-looking statements". All statements, other
than statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and projections of
Shurgard and Lok'nStore about future events, and are therefore subject to
risks and uncertainties which could cause actual results, performance or
events to differ materially from those expressed or implied by the
forward-looking statements. The forward-looking statements contained in this
Announcement include statements relating to the expected effects of the
Acquisition on the Shurgard Group, the Lok'nStore Group and the Enlarged
Group, the expected timing and scope of the Acquisition and other statements
other than historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as "plans",
"expects", "budget", "targets", "aims", "scheduled", "estimates", "forecast",
"intends", "anticipates", "seeks", "prospects", "potential", "possible",
"assume" or "believes", or variations of such words and phrases or statements
that certain actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Shurgard and Lok'nStore give
no assurance that such expectations will prove to be correct. By their nature,
forward-looking statements involve risks (known and unknown) and uncertainties
(and other factors that are in many cases beyond the control of Shurgard
and/or Lok'nStore) because they relate to events and depend on circumstances
that may or may not occur in the future.

There are a number of factors that could affect the future operations of the
Shurgard Group, the Lok'nStore Group and/or the Enlarged Group and that could
cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include
the satisfaction (or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and economic
conditions; the impact of the Covid-19 pandemic or other pandemics, asset
prices; market-related risks such as fluctuations in interest rates and
exchange rates, industry trends, competition, changes in government and
regulation, changes in the policies and actions of governments and/or
regulatory authorities (including changes related to capital and tax), changes
in political and economic stability (including exposures to terrorist
activities, the UK's exit from the European Union, Eurozone instability,
disruption in business operations due to reorganisation activities, interest
rate, inflation, deflation and currency fluctuations), the timing impact and
other uncertainties of future or planned acquisitions or disposals or offers,
the inability of the Enlarged Group to realise successfully any anticipated
synergy benefits when the Acquisition is implemented (including changes to the
board and/or employee composition of the Enlarged Group), the inability of the
Shurgard Group to integrate successfully the Lok'nStore Group's operations and
programmes when the Acquisition is implemented, the Enlarged Group incurring
and/or experiencing unanticipated costs and/or delays, or difficulties
relating to the Acquisition when the Acquisition is implemented. Other unknown
or unpredictable factors could affect future operations and/or cause actual
results to differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in the light of
such factors.

Each forward-looking statement speaks only as of the date of this
Announcement. Neither Shurgard Group nor Lok'nStore Group, nor any of their
respective associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
Announcement will actually occur. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
Announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the
Code, the UK Market Abuse Regulation, the AIM Rules and the DTRs), neither the
Shurgard Group nor the Lok'nStore Group is under or undertakes any obligation,
and each of the foregoing expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.

No profit forecasts or estimates

Nothing in this Announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings or earnings per share for
Shurgard or Lok'nStore for the current or future financial years, will
necessarily match or exceed the historical published earnings or earnings per
share for Shurgard or Lok'nStore, as appropriate.

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 (http://www.thetakeoverpanel.org.uk/) , including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any
doubt as to whether you are required to make an Opening Position Disclosure or
a Dealing Disclosure.

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 and availability of hard copies

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.

In accordance with Rule 30.3 of the Code, Lok'nStore Shareholders, persons
with information rights and participants in the Lok'nStore Share Plans may,
subject to applicable securities laws, request a hard copy of this
Announcement (and any information incorporated into it by reference to another
source) by contacting Lok'nStore's registrars, Link Group, during business
hours on 0371 664 0300 within the United Kingdom or by submitting a request in
writing to Link Group, Central Square, 29 Wellington Street, Leeds LS1 4DL,
United Kingdom, with an address to which the hard copy may be sent. Lok'nStore
Shareholders may, subject to applicable securities laws, also request that all
future documents, announcements and information to be sent in relation to the
Acquisition should be in hard copy form.

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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