REG - LXI REIT PLC LondonMetric - Court sanction of Scheme of Arrangement

Londonmetric PropertyAnnouncement

04/03/2024 13:15

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RNS Number : 4964F  LXI REIT PLC  04 March 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

4 March 2024

RECOMMENDED ALL-SHARE MERGER

OF

LXI REIT PLC

AND

LONDONMETRIC PROPERTY PLC

to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT

On 27 February 2024 the Board of LXi REIT plc ("LXi") announced the passing of
resolutions, at a Court Meeting of Scheme Shareholders and the LXi General
Meeting of LXi Shareholders held on the same date as the announcement,
approving the recommended all-share merger of LondonMetric Property Plc
("LondonMetric") and LXi (the "Merger") to be implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme"), the terms of which are set out in the scheme document
published on 6 February 2024 (the "Scheme Document").

The Board of LXi is pleased to announce that the Court has today sanctioned
the Scheme and issued the Court Order in connection with the Merger.

The Scheme is conditional only on the delivery of a copy of the Court Order to
the Registrar of Companies, which is expected to occur on 5 March 2024.

The last day for dealing in, and for registration of transfers of, LXi Shares
will be today, 4 March 2024, and the Scheme Record Time will be 6.00 p.m. on
4 March 2024.

It is expected that the LXi Shares will be suspended from 7.30 a.m. on 5 March
2024, with the cancellation of admission to trading on the London Stock
Exchange of the LXi Shares taking effect from 8.00 a.m. on 6 March 2024. It is
expected that, subject to the Scheme becoming Effective on 5 March 2024,
Admission of the New LondonMetric Shares will occur at 8.00 a.m. on 6 March
2024.

General

Unless otherwise defined, all capitalised terms in this announcement shall
have the same meaning given to them in the Scheme Document, a copy of which is
available on the LXi website at www.LXiREIT.com.

All references in this announcement to times are to times in London.

 

Enquiries

 LXi REIT plc                                                              via H/Advisors Maitland
 Cyrus Ardalan, Non-Executive Chairman
 Hugh Seaborn, Non-Executive Senior Independent Director
 Ismat Levin, Non-Executive Independent Director
 Sandy Gumm, Non-Executive Director
 Nick Leslau, Non-Executive Director

 Lazard & Co., Limited (Lead Financial Adviser)                            +44 (0) 20 7187 2000
 Patrick Long
 Jolyon Coates
 Sebastian O'Shea-Farren

 Jefferies International Limited (Financial Adviser and Corporate Broker)  +44 (0) 20 7029 8000
 Rishi Bhuchar
 Tom Yeadon
 Ed Matthews
 Paul Bundred

 Santander Corporate & Investment Banking (Financial Adviser)              +44 (0) 78 4071 7114
 Oliver Tucker
 Ting Le Deng
 Benni Azaria

 H/Advisors Maitland (Communications Adviser)                              +44 (0) 20 7379 5151
 James Benjamin
 Rachel Cohen

Bryan Cave Leighton Paisner LLP is acting as legal adviser to LXi in
connection with the Merger.

Notices

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority ("FCA"), is acting
exclusively as financial adviser and Rule 3 financial adviser to LXi and no
one else in connection with the Merger and will not be responsible to anyone
other than LXi for providing the protections afforded to clients of Lazard nor
for providing advice in connection with the Merger or any matter referred to
in this announcement. Neither Lazard nor any of its affiliates (nor any of
their respective directors, officers, employees or agents), 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 Lazard in connection with the Merger, this announcement, any
statement contained herein or otherwise. Lazard has given, and not withdrawn,
its consent to the inclusion in this announcement of the references to its
name and the advice it has given to LXi in the form and context in which they
appear.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for LXi and
no one else in connection with the matters referred to in this announcement
and will not regard any other person as its client in relation to the matters
in this announcement and will not be responsible to anyone other than LXi for
providing the protections afforded to clients of Jefferies nor for providing
advice in relation to any matter referred to in this announcement or any
transaction or arrangement referred to herein. Neither Jefferies 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 Jefferies in
connection with this announcement, any statement contained herein, any
transaction or arrangement referred to herein, or otherwise.

Banco Santander, S.A. ("Santander") is a credit institution which is
registered with the Bank of Spain with number 0049. Banco Santander, S.A.,
London Branch is a branch of Santander with its principal place of business
located at 2 Triton Square, Regent's Place, London NW1 3AN and is authorised
by the Bank of Spain and is subject to regulatory oversight on certain matters
in the UK by the FCA and the Prudential Regulatory Authority (the "PRA").
Santander is acting exclusively as financial adviser to LXi and no one else in
connection with the matters referred to in this announcement and will not be
responsible to anyone other than the LXi for providing the protections
afforded to clients of Santander or any of its affiliates, or for providing
advice in relation to any matter referred to in this announcement.  Neither
Santander, 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
Santander in connection with this announcement or any matter referred to
herein.

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 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, the Scheme Document or the
documents accompanying the Scheme Document 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. 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 Takeover Code
and permitted by applicable law and regulation, participation in the Merger
will not be made, and the New LondonMetric 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
as doing so may invalidate any purported vote in respect of the Merger.

Further details in relation to Overseas Shareholders are contained in the
Scheme Document.

Additional information for US investors

LXi Shareholders located in the United States should note that 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 financial information included in this announcement, the Scheme Document,
documentation accompanying the Scheme Document and other documentation related
to the Merger has been or will have been prepared in accordance with IFRS 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. The New LondonMetric 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 has advised 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 were 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 LondonMetric 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 LondonMetric Shares received pursuant to the Scheme as 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 LondonMetric Shares received under
the Scheme.

None of the securities referred to in this announcement and the Scheme
Document 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 the Scheme Document is
accurate or complete. Any representation to the contrary is a criminal offence
in the United States.

US holders of LXi 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 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 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 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 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.

Forward-Looking Statements

This announcement (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.

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. Except as expressly provided in
this announcement, they have not been reviewed by the auditors of LondonMetric
or LXi. Neither 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 will actually occur.
Due to such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward-looking statements, which speak only as of the date
of this announcement. All subsequent oral or written forward-looking
statements attributable to LondonMetric or LXi or any of their respective
members, directors, officers, employees or advisers or any persons acting on
their behalf are expressly qualified in their entirety by the cautionary
statement above. LondonMetric and LXi disclaim any obligation to update any
forward-looking or other statements contained in this announcement, except as
required by applicable law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or otherwise.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by LXi Shareholders, persons with information rights and
other relevant persons for the receipt of communication from LXi may be
provided to LondonMetric during the Offer Period as required by Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Publication on Website and Requesting Hard Copy Documents

A copy of this announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free
of charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on LXi's website at www.LXiREIT.com and
LondonMetric's website at www.LondonMetric.com by no later than 12.00 p.m. on
the Business Day following the date of this announcement.

In accordance with Rule 30.3 of the Takeover Code, LXi Shareholders and
persons with information rights may request a hard copy of this announcement
by contacting LXi's registrars, 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 are charged at the standard geographical rate
and will vary by provider. 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. For persons who receive a copy of this announcement in electronic
form or via a website notification, a hard copy of this announcement will not
be sent unless so requested. Such persons may also request that all future
documents, announcements and information to be sent to them in relation to the
Merger should be in hard copy form.

For the avoidance of doubt, the contents of the aforementioned websites, and
any websites accessible from hyperlinks on those websites, are not
incorporated into and do not form part of this announcement.

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