REG - Urban Logistics REIT LondonMetric - Results of Court Meeting and General Meeting

Londonmetric PropertyAnnouncement

13/06/2025 15:01

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RNS Number : 8462M  Urban Logistics REIT PLC  13 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

 

13 June 2025

 

 

RECOMMENDED CASH AND SHARE ACQUISITION

 

of

 

URBAN LOGISTICS REIT PLC ("URBAN LOGISTICS")

 

by

 

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

 

 

Results of the Court Meeting and the General Meeting

 

 

On 9 May 2025, the boards of Urban Logistics and LondonMetric announced that
they had reached agreement on the terms of a recommended cash and share offer
pursuant to which LondonMetric would acquire the entire issued and to be
issued ordinary share capital of Urban Logistics (the "Acquisition" forming
the "Combined Group"). The Acquisition is being implemented by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006
(the "Scheme").

 

Urban Logistics is pleased to announce that, at the Court Meeting and the
General Meeting held earlier today in connection with the Acquisition:

 

·      the requisite majority in number of Scheme Shareholders present
and voting (in person or by proxy), who together represented not less than
75 per cent. in value of the Scheme Shares held by such Scheme Shareholders,
voted in favour of the Scheme at the Court Meeting; and

·      the requisite majority of Urban Logistics Shareholders voted (in
person or by proxy) to pass the Resolution at the General Meeting to implement
the Scheme, including the amendment to Urban Logistics's articles of
association.

 

Accordingly, all resolutions were duly passed.

 

Full details of the resolutions passed are set out in the notices of the Court
Meeting and the General Meeting contained in the scheme document posted
to Urban Logistics Shareholders on 23 May 2025 (the "Scheme Document") at
Part 9 and Part 10, respectively.

 

Capitalised terms used and not defined in this announcement have the meanings
given to them in the Scheme Document. All references to times are to times in
London unless otherwise stated.

 

Voting results at the Court Meeting

 

The table below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder present (in person or by proxy) was entitled to one vote
per Scheme Share held at the Scheme Voting Record Time.

          Number of Scheme Shareholders who voted*  Percentage of Scheme Shareholders who voted*  Number of Scheme Shares voted  Percentage of Scheme Shares voted**  Number of Scheme Shares voted as a percentage of the Scheme Shares eligible to

                                                                                                                 be voted on the Scheme**
                                                    **
 FOR      215                                       97.73%                                        225,961,384                    98.92%                               48.58%
 AGAINST  14                                        6.36%                                         2,477,659                      1.08%                                0.53%
 TOTAL    220                                       104.09%                                       228,439,043                    100%                                 49.11%

 

Notes:

* Where a Scheme Shareholder cast some of their votes 'for' and some of their
votes 'against' the resolution, such Scheme Shareholder has been counted as
having voted both 'for' and 'against' the resolution for the purposes of
determining the number and percentage of Scheme Shareholders who voted.

** All percentages have been rounded down to the nearest two decimal places.

 

Voting results at the General Meeting

The results of the votes at the General Meeting were as follows. Each Urban
Logistics Shareholder present (in person or by proxy) was entitled to one vote
per Urban Logistics Share held at the voting record time for the General
Meeting:

 Resolution                                                                      No. of votes for*  Percentage of shares voted for**  No. of votes against  Percentage of shares voted against**  No. of votes total  Percentage of issued share capital voted*  No. of votes

Withheld***
                                                                                                                                                                                                                      ****
 Approval of the implementation of the Scheme, including the amendment of Urban  227,882,886        98.94%                            2,435,357             1.06%                                 230,318,243         49.52%                                     207,134
 Logistics's

 Articles

 

 

Notes:

* Includes discretionary votes.

** All percentages have been rounded to the nearest two decimal places.

*** A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'for' or 'against' the Resolution.

**** Excludes treasury shares.

 

The total number of Urban Logistics Shares in issue at the voting record time
for the General Meeting was 465,088,000 (excluding the 6,887,411 Urban
Logistics Shares held in treasury). Consequently, the total number of voting
rights in Urban Logistics at the voting record time for the General Meeting
was 465,088,000.

 

Next steps and timetable

The outcome of today's Court Meeting and General Meeting means Conditions
(b)(i) and (b)(ii) (as set out in Part A of Part 4 of the Scheme Document)
have been satisfied.

Completion of the Acquisition remains subject to the satisfaction (or, where
applicable, waiver) of the remaining Conditions set out in the Scheme
Document, including the sanction of the Scheme by the Court at the Court
Hearing, which is expected to take place on 20 June 2025.

Urban Logistics expects that, subject to the satisfaction (or, where
applicable, waiver) of the Conditions, the Scheme will become Effective on 23
June 2025.

The last day of dealings in Urban Logistics Shares is expected to be on 20
June 2025 (being the Business Day immediately prior to the Effective Date). No
transfers of Urban Logistics Shares will be registered after 5.00 p.m. on that
date.

It is intended that, subject to the Scheme having become Effective, the
cancellation of admission to trading of the Urban Logistics Shares on the Main
Market, and the cancellation of the listing of Urban Logistics Shares on the
Official List, will take effect by no later than 8.00 a.m. on 24 June 2025.

The expected timetable of principal events for the implementation of the
Scheme remains as set out in the announcement released through a Regulatory
Information Service by Urban Logistics on 29 May 2025 detailing updates to the
expected timetable as set out in the Scheme Document. If any of the dates
and/or times in the expected timetable change, the revised dates and/or times
will be notified by announcement through a Regulatory Information Service.

Enquiries:

 

Urban Logistics REIT
plc
            via Burson Buchanan

Nigel Rich, Independent Non-Executive Chairman

 

Lazard (Lead Financial Adviser to Urban
Logistics)
        +44 (0) 20 7187 2000

Patrick Long

Jolyon Coates

Sebastian O'Shea-Farren

 

Kinmont (Financial Adviser to Urban Logistics)
                      +44 (0) 20 7087 9100

Mat Thackery

Arthur Gordon

 

Panmure Liberum (Joint Corporate Broker to Urban Logistics)
      +44 (0) 20 7886 2500

David Watkins

Emma Earl

Amrit Mahbubani

 

Berenberg (Joint Corporate Broker to Urban Logistics)
              +44 (0) 20 3207 7800

Carl Gough

Harry Nicholas

Patrick Dolaghan

 

Burson Buchanan (Communications Adviser to Urban Logistics)
+44 (0) 20 397 5450

Helen Tarbet

Simon Compton

 

LondonMetric Property plc
                                          +44 (0) 207484
9000

Andrew Jones, Chief Executive

Martin McGann, Finance Director

Gareth Price, Investor Relations

 

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

(Joint Financial Adviser and Joint Corporate Broker to LondonMetric)

Bronson Albery

Callum West

Mark Gunalan

Ronak Shah

 

Peel Hunt
 
        +44 (0) 20 7418 8900

(Joint Financial Adviser and Joint Corporate Broker to
LondonMetric)

Capel Irwin

Michael Nicholson

Henry Nicholls

Sam Cann

 

J.P. Morgan Cazenove
                                                +44
(0) 20 3493 8000

(Joint Financial Adviser and Joint Corporate Broker to LondonMetric)

Charlie Jacobs

Ashish Agrawal

James Robinson

Dipayan Chakrabort

 

FTI Consulting (Communications Adviser to LondonMetric)
        +44 (0) 20 3727 1000

Dido Laurimore

Richard Gotla

Andrew Davis

 

Gowlings WLG (UK) LLP is retained as legal adviser to Urban Logistics.

 

CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to
LondonMetric.

 

 

Notices

 

Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively as financial adviser to Urban
Logistics and no one else in connection with the Acquisition and will not be
responsible to anyone other than Urban Logistics for providing the protections
afforded to clients of Lazard nor for providing advice in relation to the
Acquisition or any other matters 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 Acquisition, this announcement, any statement contained
herein or otherwise.

 

Kinmont Limited ("Kinmont"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting exclusively as
financial adviser for Urban Logistics and no one else in connection with the
Acquisition and will not be responsible to anyone other than Urban Logistics
for providing the protections afforded to clients of Kinmont nor for providing
advice in relation to the Acquisition. Neither Kinmont 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 Kinmont in connection with the
Acquisition, any statement contained herein or otherwise.

 

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated
by the Financial Conduct Authority in the United Kingdom, is acting
exclusively for Urban Logistics and no one else in connection with the
Acquisition and will not be responsible to anyone other than Urban Logistics
for providing the protections afforded to clients of Panmure Liberum nor for
providing advice in relation to the Acquisition Neither Panmure Liberum nor
any of their respective partners, directors, officers, employees, advisers,
consultants, affiliates 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 Panmure
Liberum in connection with the matters referred to in this announcement, any
statement contained herein or otherwise.

 

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised and regulated by the German Federal Financial Supervisory Authority
(BaFin) and is subject to limited regulation by the FCA in the United Kingdom,
is acting exclusively for Urban Logistics and no one else in connection with
the Acquisition and will not be responsible to anyone other than Urban
Logistics for providing the protections afforded to clients of Berenberg nor
for providing advice in relation to the Acquisition. Neither Berenberg nor any
of its affiliates (nor any of their respective partners, 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 Berenberg in
connection with the Acquisition, any statement contained herein or otherwise.

 

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 and the Prudential Regulation
Authority, is acting exclusively as financial adviser to LondonMetric and no
one else in connection with the matters set out 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
relation to the matters set out in or referred to in this announcement.

 

In accordance with the Code, normal United Kingdom market practice and Rule
14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act
as exempt principal trader in LondonMetric and Urban Logistics securities on
the London Stock Exchange. These purchases and activities by exempt principal
traders which are required to be made public in the United Kingdom pursuant to
the Code will be reported to a Regulatory Information Service and will be
available on the London Stock Exchange website at www.londonstockexchange.com.
This information will also be publicly disclosed in the United States to the
extent that such information is made public in the United Kingdom.

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively as financial adviser to LondonMetric
and for no one else in connection with the matters 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 the matters referred to in this announcement, or
otherwise.

 

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, is acting as
financial adviser exclusively to LondonMetric 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
LondonMetric 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.

 

Important notices

 

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly in, into or from the United States or any
other jurisdiction where to do so would constitute a violation of the relevant
laws or regulations of such jurisdiction.

 

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 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 (or, if
the Acquisition is implemented by way of a Takeover Offer, any document by
which the Takeover Offer is made) and the accompanying Forms of Proxy (or
forms of acceptance, if applicable), which contain the full terms and
conditions of the Acquisition. Any vote, approval, decision in respect of, or
other response to, the Acquisition should be made only on the basis of the
information contained in the Scheme Document (or any other document by which
the Acquisition is made by way of a Takeover Offer). Urban Logistics
Shareholders should not make any investment decision in relation to the
Acquisition or New LondonMetric Shares except on the basis of the Scheme
Document (or any other document by which the Acquisition is made by way of a
Takeover Offer).

 

The statements contained in this announcement are made as at the date of this
announcement and unless some other time is specified in relation to them, the
release of this announcement shall not give rise to any implication that there
has been no change in the facts set out in this announcement since such date.

 

This announcement does not constitute a prospectus or prospectus equivalent
document.

 

No person should construe the contents of this announcement as legal,
financial or tax advice. 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, accountant or from an independent financial adviser duly
authorised under FSMA.

 

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, certain 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 their jurisdiction. 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 where to do so would violate the laws in that jurisdiction.

 

If the Acquisition 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
Scheme Document.

 

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 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 Acquisition may, in circumstances provided for in this announcement,
instead be carried out by way of a Takeover Offer under English law. If in the
future LondonMetric exercises its right to implement the Acquisition 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, Urban Logistics 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, will be reported to a Regulatory Information
Service of the FCA and will be available on the London Stock Exchange website:
www.londonstockexchange.com/.

 

The financial information included in 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. Urban Logistics 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 a hearing on its fairness to
Urban Logistics Shareholders, at which hearing all such Urban Logistics
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 Urban Logistics Shareholders.

 

The New LondonMetric Shares to be 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 or will be 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 described in
the Scheme Document. Urban Logistics 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 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.

 

Forward looking statements

 

This announcement (including information incorporated by reference into this
announcement), any oral statements made by LondonMetric or Urban Logistics in
relation to the Acquisition and other information published by LondonMetric or
Urban Logistics may contain statements about LondonMetric, Urban Logistics
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 Urban Logistics's or the Combined Group's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
government regulation on LondonMetric's or Urban Logistics'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, Urban Logistics or the
Combined Group and are based on certain assumptions and assessments made by
LondonMetric and Urban Logistics 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
Acquisition, 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 (including those arising from any
potential credit rating decline), 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 Urban Logistics. Neither LondonMetric or Urban Logistics, 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 Urban
Logistics 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 Urban
Logistics 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.

 

No profit forecasts, estimates or quantified financial benefit statements

 

No statement in this announcement is intended to constitute a profit forecast,
profit estimate or quantified financial benefit statements and no statement in
this announcement should be interpreted to mean that the earnings or earnings
per share or dividend per share for LondonMetric, Urban Logistics or the
Combined Group, as appropriate, for the current or future financial periods
would necessarily match or exceed the historical published earnings or
earnings per share or dividend per share for LondonMetric, Urban Logistics or
the Combined Group, as appropriate.

 

Disclosure requirements of the Takeover 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.

 

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, 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.

 

Publication on website

 

A copy of this announcement and the documents required to be published
pursuant to Rules 26.1 of the Takeover Code will be available, free of charge,
subject to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Urban Logistics's website at www.urbanlogisticsreit.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.

 

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.

 

Scheme process

In accordance with Section 5 of Appendix 7 to the City Code, Urban Logistics
or LondonMetric (as applicable) will announce through a Regulatory Information
Service key events in the Scheme process including the outcome of the Scheme
Court Hearing and that the Scheme has become Effective.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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