REG - LondonMetric - Result of General Meeting

Londonmetric PropertyAnnouncement

27/02/2024 17:15

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RNS Number : 6752E  LondonMetric Property PLC  27 February 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION.

 

FOR IMMEDIATE RELEASE

 

27 February 2024

 

LondonMetric Property PLC ("LondonMetric" or the "Company")

 

Result of General Meeting

 

Further to the announcement by the Company on 6 February 2024 in relation to
the publication of a combined circular and prospectus (the "Combined Circular
and Prospectus"), including the Notice of General Meeting, LondonMetric
announces that, at the LondonMetric General Meeting held earlier today, the
ordinary resolution seeking approval for the proposed recommended all-share
merger of LXi REIT plc ("LXi") and the Company (the "Merger") was put to the
shareholders and was duly passed on a poll vote.

 

Voting results of the LondonMetric General Meeting

 

The table below sets out the results of the poll at the LondonMetric General
Meeting. As at 6.00 p.m. on 23 February 2024, being the record time and date
for eligibility to vote at the LondonMetric General Meeting, LondonMetric had
1,093,559,368 Ordinary Shares in issue, none of which were held in treasury,
each carrying one vote and therefore the total number of voting rights in
respect of the LondonMetric General Meeting was 1,093,559,368.

 

             Number of Ordinary Shares Voted (including Discretionary)  % of Ordinary Shares Voted*
 For         831,577,203                                                99
 Against     8,725,872                                                  1
 Total       840,303,075                                                100
 Withheld**  678,183                                                    -

 

* Rounded to the nearest whole number.

** Votes 'For' and 'Against' are expressed as a percentage of the total votes
received. Votes 'Withheld' are not a vote in law and have not been counted in
the calculation of the votes 'For' and votes 'Against' the resolution or the
total number of votes validly cast.

 

Full details of the resolution are set out in the Notice of General Meeting
contained in Part 16 of the Combined Circular and Prospectus.

 

As announced by LXi earlier today, LXi held the LXi Court Meeting and LXi
General Meeting this morning and all resolutions were duly passed with over
99.69% support from LXi shareholders on each resolution. Completion of the
Merger remains subject to the satisfaction, or, if applicable, the waiver of
the other Conditions set out in the Scheme Document, including the Court
sanctioning the Scheme at the Court Hearing, which is expected to be held on 4
March 2024, with the Scheme becoming effective thereafter on 5 March 2024.

 

It is expected that admission and commencement of dealings in the New Ordinary
Shares will commence at 8.00 a.m. on 6 March 2024.

 

A copy of the resolution passed at the LondonMetric General Meeting has been
submitted to the National Storage Mechanism in accordance with Listing Rule
9.6.2R.

 

General

 

Capitalised terms used but not defined in this announcement have the meanings
given to them in the Combined Circular and Prospectus.

 

All references in this announcement to times are to times in London (unless
otherwise stated).

 

Enquiries

 

 LondonMetric Property Plc                                            +44 (0) 20 7484 9000
 Andrew Jones, Chief Executive
 Martin McGann, Finance Director
 Gareth Price, Investor Relations

 FTI Consulting (Communications Adviser)                              +44 (0) 20 3727 1000
 Dido Laurimore
 Richard Gotla
 Andrew Davis

 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 (Sponsor, 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 3727 1000
 Ashish Agrawal
 Jonty Edwards
 Dipayan Chakraborty

 

Important Notice

 

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 (the "FCA"), and the Prudential
Regulation Authority (the "PRA"), is acting exclusively for LondonMetric and
no one else in connection with the Merger or any other matter referred to 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 connection with the Merger or any other matters
referred to in this announcement.

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 Merger or any other matter 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 Merger or any other matters referred to in this
announcement.

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 PRA and regulated by the PRA and the FCA, 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) which contains the full terms and conditions
of the Merger.

The statements contained in this announcement are made as at the date of this
announcement unless some other time is specified in relation to them.

This announcement does not constitute a prospectus or prospectus equivalent
document. The New Ordinary Shares to be issued pursuant to the Merger are not
being offered to the public by means of this announcement. The Merger will be
subject to the applicable requirements of the Takeover Code (the "Code"), the
Takeover Panel (the "Panel"), the London Stock Exchange and the FCA.

Overseas Shareholders

This announcement has been prepared for the purpose of complying with English
law, the Listing Rules, the Code, the Market Abuse Regulation and the
Disclosure Guidance and Transparency 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 of
England. Nothing in this announcement should be relied on for any other
purpose.

The availability of the New Ordinary 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 (a
"Restricted Jurisdiction"). 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 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 Code and
permitted by applicable law and regulation, participation in the Merger will
not be made, and the New Ordinary 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. 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.

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 are contained in the Combined Circular and Prospectus and/or
Scheme Document.

Notice to US investors

The Merger relates to the securities of an English company with a listing on
the London Stock Exchange 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 the London Stock Exchange, which are different from the disclosure
requirements of the US tender offer and proxy solicitation rules.

The Merger may, in circumstances provided for in the Scheme Document, instead
be carried out by way of a Takeover Offer under English law. If in the future
LondonMetric exercises its right to implement the Merger by way of a Takeover
Offer, such Takeover Offer will be made in compliance with applicable US
tender offer and securities laws and regulations, including the exemptions
therefrom. Such Takeover Offer would be made in the United States by
LondonMetric and no one else. In addition to any such Takeover Offer, in
accordance with normal practice in the United Kingdom, LondonMetric, certain
affiliated companies, and their nominees or brokers (acting as agents) may
make certain purchases of, or arrangements to purchase, LXi Ordinary Shares
outside the United States, other than pursuant to the Takeover Offer, until
the date on which such Takeover Offer would become effective, lapses or is
otherwise withdrawn. If such purchases or arrangements to purchase were to be
made, they would be made outside the United States and would comply with
applicable law, including the US Exchange Act. These purchases may occur
either in the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be disclosed, as
required in the United Kingdom, to a Regulatory Information Service of the FCA
and will be available on the London Stock Exchange website:
http://www.londonstockexchange.com/ (http://www.londonstockexchange.com/) .

The financial information included in the Combined Circular and Prospectus and
other documentation related to the Merger 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 Ordinary 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 Merger by way of a scheme
of arrangement under English law, the New Ordinary Shares to be issued in the
Merger will be issued in reliance on the exemption from the registration
requirements of the US Securities Act provided by Section 3(a)(10) thereof.
LXi will advise the Court that its sanction of the Scheme will be relied upon
by LondonMetric as an approval of the scheme of arrangement following a
hearing on its fairness to LXi Shareholders at which hearing all such LXi
Shareholders are entitled to attend in person or through counsel to support or
oppose the sanctioning of the Scheme and with respect to which notification
has been given to all LXi Shareholders.

The New Ordinary Shares to be issued to LXi Shareholders in the Merger
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. LXi Shareholders who are or will be
affiliates of LondonMetric or LXi prior to, or of LondonMetric after, the
Effective Date will be subject to certain US transfer restrictions relating to
the New Ordinary Shares received pursuant to the Scheme as will be further
described in the Scheme Document. LXi 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 Ordinary 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 Merger
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 LXi Ordinary 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 LXi
Ordinary Shares are urged to consult with independent professional advisors
regarding the legal, tax and financial consequences of the Merger applicable
to them.

It may be difficult for US holders of LXi Ordinary Shares to enforce their
rights and claims arising out of the US federal securities laws since
LondonMetric and LXi are organized 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 LXi Ordinary 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 LXi
Ordinary 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 Combined
Circular and Prospectus and/or the Scheme Document.

Forward looking statements

This announcement, the Combined Circular and Prospectus and the Scheme
Document (including information incorporated by reference into this
announcement), any oral statements made by LondonMetric or LXi in relation to
the Merger and other information published by LondonMetric or LXi may contain
statements about LondonMetric, LXi and/or the Combined Group that are or may
be forward looking statements. All statements other than statements of
historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that
include the words "targets", "plans", "goals", "believes", "expects", "aims",
"intends", "will", "may", "anticipates", "estimates", "projects", hopes",
"continues", "would", "could", "should" or words or terms of similar substance
or the negative thereof, are forward looking statements. Forward looking
statements include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future
prospects; (ii) business and management strategies and the expansion and
growth of LondonMetric's or LXi's or the Combined Group's operations and
potential synergies resulting from the Merger; and (iii) the effects of
government regulation on LondonMetric's or LXi's or the Combined Group's
business.

Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and/or the operations of LondonMetric,
LXi or the Combined Group and are based on certain assumptions and assessments
made by LondonMetric and LXi in light of their experience and their perception
of historical trends, current conditions, future developments and other
factors they believe appropriate. Except as expressly provided in this
announcement, the Combined Circular and Prospectus and the Scheme Document,
they have not been reviewed by the auditors of LondonMetric or LXi. Although
it is believed that the expectations reflected in such forward looking
statements are reasonable, no assurance can be given that such expectations
will prove to have been correct and you are therefore cautioned not to place
reliance on these forward looking statements which speak only as at the date
of this announcement. Neither LondonMetric nor LXi, nor any of their
respective members, directors, officers, employees, advisers and any person
acting on behalf of one or more of them assumes any obligation to update or
correct the information contained in this announcement (whether as a result of
new information, future events or otherwise) except as required by applicable
law (including as required by English law, the Code, the Listing Rules, the
Market Abuse Regulation and the Disclosure Guidance and Transparency Rules).

These forward looking statements are not based on historical fact and are not
guarantees of future performance. By their nature, such forward looking
statements involve risks and uncertainties that could significantly affect
expected results and/or the operations of LondonMetric, LXi or the Combined
Group and are based on certain assumptions and assessments made by
LondonMetric and LXi in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate.

There are several factors which could cause actual results to differ
materially from those projected, expressed or implied in forward looking
statements. Among the factors that could cause actual results to differ
materially from those described in the forward looking statements are the
satisfaction of or failure to satisfy all or any of the conditions to the
Merger, as well as additional factors, such as changes in the global,
political, economic, business, competitive, market and regulatory forces,
fluctuations in exchange and interest rates, changes in tax rates and future
business acquisitions or disposals, the success of business and operating
initiatives and restructuring objectives and the outcome of any litigation.
Such statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. No member of LondonMetric or
LXi, nor any of their respective associates or directors, officers, employees,
or advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking
statements in this announcement, the Combined Circular and Prospectus and the
Scheme Document will actually occur.

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) of the Code 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
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, save to the extent that
these details have previously been disclosed under Rule 8 of the Code. A
Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.

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 either of them (see
Rules 8.1, 8.2 and 8.4 of the Code).

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.

Requesting Hard Copy Documents

Pursuant to Rule 30.3 of the Code, a person so entitled may request a copy of
this announcement and any information incorporated into it by reference to
another source in hard copy form. A person may also request that all future
documents, announcements, and information to be sent to that person in
relation to the Merger should be in hard copy form.

LondonMetric Shareholders may request a hard copy of this announcement (and
any information incorporated by reference in this announcement) by contacting
Link Group, Corporate Actions, Central Square, 29 Wellington Street, Leeds,
LS1 4DL, United Kingdom or by calling Link Group on +44 (0) 371 664 0321.
Calls outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 8.30 a.m. to 5.30 p.m. (London
time), Monday to Friday (except public holidays in England and Wales). Please
note that Link Group cannot provide any financial, legal or tax advice. Calls
may be recorded and monitored for security and training purposes. It is
important that you note that unless you make such a request, a hard copy of
this announcement and any such information incorporated by reference in it
will not be sent to you.

Publication on website

A copy of this announcement will be made available, free of charge subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
at www.londonmetric.com by no later than 12 noon (London time) 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 on LondonMetric's website
(or any other website) is incorporated into, or forms part of, this
announcement.

The Merger is subject to the provisions of the Code.

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