REG - Urban Logistics REIT LondonMetric - Court Sanction of Scheme of Arrangement

Urban Logistics ReitAnnouncement

20/06/2025 12:30

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RNS Number : 8103N  Urban Logistics REIT PLC  20 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

 

20 June 2025

 

 

RECOMMENDED CASH AND SHARE ACQUISITION

 

of

 

URBAN LOGISTICS REIT PLC ("URBAN LOGISTICS")

 

by

 

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

 

 

Court Sanction of Scheme of Arrangement and Suspension of Dealings

 

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"), full details of which were sent to Urban Logistics
Shareholders in the circular dated 23 May 2025 (the "Scheme Document").

 

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.

 

Court Sanction of the Scheme

 

Further to the announcement made by Urban Logistics on 13 June 2025 in
relation to the passing of the resolutions at the Court Meeting and the
General Meeting, Urban Logistics is pleased to announce that the Court has
today issued the Court Order sanctioning the Scheme pursuant to which the
Acquisition is being implemented.

 

All of the Conditions of the Acquisition (as set out in Part 4 of the Scheme
Document (Conditions and Certain Further Terms of the Acquisition)) have been
satisfied or waived other than the delivery of a copy of the Court Order to
the Registrar of Companies. This is expected to take place on 23 June 2025, at
which point the Scheme will become Effective in accordance with its terms (the
"Effective Date"), and a further announcement will be made when the Scheme has
become Effective.

 

Next steps and timetable

The last day for dealings in Urban Logistics Shares is today (being the
Business Day immediately prior to the Effective Date). No transfers of Urban
Logistics Shares will be registered after 5.00 p.m. today. Urban Logistics
Shares will be disabled in CREST from 5.00 p.m. today.

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.

Applications have been made to the FCA and to the London Stock Exchange for
257,864,451 New LondonMetric Shares to be admitted to the Equity Shares
(Commercial Companies) segment of the Official List and to trading on the Main
Market, respectively. It is expected that, subject to the Scheme becoming
Effective on 23 June 2025, Admission of the New LondonMetric Shares to the
Equity Shares (Commercial Companies) segment of the Official List and to
trading on the Main Market will take place at 8.00 a.m. on 24 June 2025.

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

 

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

 

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.

 

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.

 

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 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. 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 has advised 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 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.

 

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 Rule 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.

 

In accordance with Rule 30.3 of the Takeover Code, Urban Logistics
Shareholders and persons with information rights may request a hard copy of
this announcement by contacting Urban Logistics' registrars, Computershare
Investor Services PLC, by writing to them at The Pavilions, Bridgewater Road,
Bristol BS99 6ZZ, or by calling them on +44 (0) 370 707 1384. 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. Monday to Friday (except
public holidays in England and Wales). Please note that Computershare Investor
Services PLC 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 will not be sent unless so requested. Such persons
may also request that all future documents, announcements and information be
sent to them in relation to the Acquisition 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.

 

Scheme process

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

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