REG - LondonMetric - Completion of Acquisition and Admission

Londonmetric PropertyAnnouncement

24/06/2025 08:30

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RNS Number : 1480O  LondonMetric Property PLC  24 June 2025

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

 

24 June 2025

RECOMMENDED CASH AND SHARE ACQUISITION OF

 

URBAN LOGISTICS REIT PLC ("URBAN LOGISTICS")

 

BY

 

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

 

Completion of the Acquisition and Admission, Total Voting Rights

 

On 9 May 2025, the Boards of LondonMetric and Urban Logistics announced the
terms of a recommended cash and share offer for Urban Logistics by
LondonMetric (the "Acquisition") pursuant to which LondonMetric would acquire
the entire issued and to be issued share capital of Urban Logistics (the
"Announcement"). As described in the Announcement, it was intended that the
Acquisition would be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). The
circular in relation to the Scheme (the "Scheme Document") was published on 23
May 2025. Capitalised terms used in this announcement shall, unless otherwise
defined, have the same meanings as set out in the Scheme Document.

 

Further to the announcement by Urban Logistics on 23 June 2025 in relation to
the Scheme becoming Effective in accordance with its terms, LondonMetric
announces that admission of 257,864,451 New LondonMetric Shares to the equity
shares (commercial companies) category of the Official List of the Financial
Conduct Authority and to trading on the London Stock Exchange's Main Market
("Admission") and commencement of dealings in the New LondonMetric Shares
became effective at 8.00 a.m. (London time) today.

 

As set out in the Scheme Document, New LondonMetric Shares in uncertificated
form are expected to be credited to CREST accounts on or soon after 8.00 a.m.
(London time) today and definitive share certificates for the New LondonMetric
Shares in certificated form will be dispatched on or before 7 July 2025.

 

The New LondonMetric Shares rank pari passu in all respects with the
LondonMetric Shares in issue at the time of Admission, including the right to
receive and retain any dividends and other distributions announced, declared,
made or paid by reference to a record date falling after the Effective Date.

 

Total Voting Rights

 

The Company's issued share capital now comprises 2,337,325,410 ordinary shares
of 10 pence each in issue and admitted to trading on the London Stock
Exchange's Main Market, with one voting right per share. No shares are held in
Treasury. The total number of voting rights is therefore 2,337,325,410. This
figure may be used by LondonMetric Shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of the
Company under the Disclosure Guidance and Transparency Rules.

 

Enquiries:

 

 LondonMetric Property plc                               Tel: +44 (0) 20 7484 9000
 Andrew Jones, Chief Executive

 Martin McGann, Finance Director

 Gareth Price, Head of Investor Relations

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

 (Joint Financial Adviser and Joint Corporate Broker)
 Bronson Albery

 Callum West

 Mark Gunalan

 Ronak Shah

 Peel Hunt LLP                                           Tel: +44 (0) 20 7418 8900

 (Joint Financial Adviser and Joint Corporate Broker)
 Capel Irwin

 Michael Nicholson

 Henry Nicholls
                                                         Tel: +44 (0) 20 3493 8000

 J.P. Morgan Cazenove

 (Joint Financial Adviser and Joint Corporate Broker)
 Charlie Jacobs

 Ashish Agrawal

 James Robinson

 Dipayan Chakraborty

 FTI Consulting                                          Tel: +44 (0) 20 3727 1000

 (PR Adviser to LondonMetric)
 Dido Laurimore

 Richard Gotla

 Andrew Davis

 

 

Important Notices

 

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, 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 purchase, sale, issuance,
transfer or exchange of securities or such solicitation pursuant to the
Acquisition or otherwise in any jurisdiction in which such offer, invitation,
solicitation, purchase, sale, issuance or exchange is unlawful. The
Acquisition is being made solely by means of the Scheme Document which
contains the full terms and conditions of the Acquisition.

 

This announcement does not constitute a prospectus or prospectus equivalent
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 UK 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 Acquisition 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 Acquisition 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, the Acquisition is not being
made, and the New LondonMetric Shares issued pursuant to the Acquisition are
not being made, available, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction. Accordingly, copies of this announcement and all documentation
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions, as doing so may violate the laws in that jurisdiction.

 

Additional information for US investors

 

Urban Logistics Shareholders located in the United States should note that the
Acquisition relates to the securities of an English company with a listing on
the London Stock Exchange and is being 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 financial information included in this announcement and other
documentation related to the Acquisition has been or will have been prepared
in accordance with International Financial Reporting Standards 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 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. The New LondonMetric Shares issued in the Acquisition
are being issued in reliance on the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10) thereof.

 

The New LondonMetric Shares issued to Urban Logistics Shareholders in the
Acquisition 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. Urban Logistics Shareholders who are affiliates of LondonMetric
or Urban Logistics 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 further described in
the Scheme Document. Urban Logistics Shareholders who believe that they may 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 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
Acquisition or determined if this announcement is accurate or complete. Any
representation to the contrary is a criminal offence in the United States.

 

US holders of Urban Logistics 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 Urban
Logistics Shares are urged to consult with independent professional advisors
regarding the legal, tax and financial consequences of the Acquisition
applicable to them.

 

It may be difficult for US holders of Urban Logistics Shares to enforce their
rights and claims arising out of the US federal securities laws since
LondonMetric and Urban Logistics are organised in countries other than the
United States and some or all of their officers and directors may be residents
of, and some or all of their assets may be located in, jurisdictions other
than the United States. US holders of Urban Logistics 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 Urban Logistics 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.

 

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