REG - LondonMetric - Completion of Highcroft Acquisition and Admission

Londonmetric PropertyAnnouncement

22/05/2025 10:00

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RNS Number : 7850J  LondonMetric Property PLC  22 May 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

 

22 May 2025

RECOMMENDED ALL-SHARE ACQUISITION

FOR

HIGHCROFT INVESTMENTS PLC ("HIGHCROFT")

BY

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

 

Completion of the Acquisition and Admission, Total Voting Rights and Rule 2.9
Disclosure

 

On 27 March 2025, the Boards of LondonMetric and Highcroft announced the terms
of a recommended all-share offer for Highcroft by LondonMetric (the
"Acquisition") pursuant to which LondonMetric would acquire the entire issued
and to be issued share capital of Highcroft (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 24 April 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 Highcroft on 21 May 2025 in relation to the
Scheme becoming Effective in accordance with its terms, LondonMetric announces
that admission of 24,210,964 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 are expected to be dispatched on or before 4 June
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 2,079,460,959 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 2,079,460,959. 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.

 

Rule 2.9 of the Code

 

In accordance with Rule 2.9 of the Code, LondonMetric confirms that, following
Admission, it now has 2,079,460,959 ordinary shares of 10 pence each in issue
and admitted to trading on the London Stock Exchange and no shares held in
treasury. The International Securities Identification Number of the
LondonMetric Shares is GB00B4WFW713.

 

 

Enquiries:

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

 Martin McGann, Finance Director

 Gareth Price, Head of Investor Relations
                                                          Tel: +44 (0) 20 7418 8900

 Peel Hunt LLP (Financial Adviser and Corporate Broker)
 Capel Irwin

 Michael Nicholson

 Henry Nicholls
                                                          Tel: +44 (0) 20 3727 1000

 FTI Consulting (PR Adviser to LondonMetric)
 Dido Laurimore

 Richard Gotla

 

 

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 will be 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 will not be
made, and the New LondonMetric Shares to be issued pursuant to the Acquisition
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. 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 invalidate any purported vote in respect of the
Acquisition and/or violate the laws in that jurisdiction.

 

Additional information for US investors

 

Highcroft Shareholders located in the United States should note that the
Acquisition relates to the securities of an English company with a listing on
TISE 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 TISE, 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 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 Acquisition
by way of a scheme of arrangement under English law, the New LondonMetric
Shares to be issued in the Acquisition will be issued in reliance on the
exemption from the registration requirements of the US Securities Act provided
by Section 3(a)(10) thereof. Highcroft will advise the Court that the Court's
sanctioning of the Scheme will be relied upon by LondonMetric as an approval
of the scheme of arrangement following the hearing on its fairness to
Highcroft Shareholders.

 

The New LondonMetric Shares to be issued to Highcroft 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. Highcroft Shareholders who are or will be affiliates of
LondonMetric or Highcroft 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. Highcroft 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 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 Highcroft 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 Highcroft
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 Highcroft Shares to enforce their rights
and claims arising out of the US federal securities laws since LondonMetric
and Highcroft 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 Highcroft 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 Highcroft 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.

 

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.

2

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, (https://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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