REG - Urban Logistics REIT LondonMetric - Scheme becomes Effective

Urban Logistics ReitAnnouncement

23/06/2025 07:00

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RNS Number : 8629N  Urban Logistics REIT PLC  23 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

 

23 June 2025

 

RECOMMENDED CASH AND SHARE ACQUISITION

 

of

 

URBAN LOGISTICS REIT PLC ("URBAN LOGISTICS")

 

by

 

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

 

 

Scheme becomes Effective

 

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.

 

Further to the announcement made by Urban Logistics on 20 June 2025 confirming
that the Court had sanctioned the Scheme (the "Sanction Announcement"), the
Boards of Urban Logistics and LondonMetric are pleased to announce that,
following the delivery earlier today of a copy of the Court Order to the
Registrar of Companies, the Scheme has today become Effective in accordance
with its terms and the entire issued and to be issued ordinary share capital
of Urban Logistics is now owned by LondonMetric. As a result, Urban Logistics
is no longer in an "Offer Period" as defined in the Code and accordingly the
dealing disclosure requirements previously notified to investors no longer
apply.

 

Pursuant to the terms of the Scheme, a Scheme Shareholder whose name appeared
on the register of members of Urban Logistics at the Scheme Record Time, being
6.00 p.m. on 20 June 2025, will be entitled to receive 0.5612 New LondonMetric
Shares and 42.8 pence in cash for each Scheme Share held by them at that time.

 

Cancellation of listing on the closed-ended investment funds category of the
Official List, and from trading on the Main Market, of the Urban Logistics
Shares will take effect from 8.00 a.m. tomorrow, being 24 June 2025.

 

As announced in the Sanction Announcement, 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. tomorrow,
being 24 June 2025.

 

As set out in the Scheme Document, New LondonMetric Shares held in
uncertificated form are expected to be credited to CREST accounts on or after
8.00 a.m. on 24 June 2025 and LondonMetric will procure the despatch of share
certificates in respect of New LondonMetric Shares held in certificated form
on or before 7 July 2025.

 

Director Resignations

As the Scheme has now become Effective, Nigel Rich (Independent Non-Executive
Chair), Richard Moffitt (Chief Executive Officer, LAM), Heather Hancock
(Senior Independent Non-Executive Director), Bruce Anderson (Independent
Non-Executive Director), Lynda Heywood (Independent Non-Executive Director)
and Cherine Aboulzelof (Independent Non-Executive Director) will resign from
the Urban Logistics Board with effect from today, 23 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

 

LondonMetric Property
plc
                  +44 (0) 20 7484 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 Chakraborty

 

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 Financial Conduct Authority, 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 and regulated by the
Prudential Regulation Authority 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.

 

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.

 

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.

 

 

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