REG - Urban Logistics REIT LondonMetric - Updated Expected Scheme Timetable

Urban Logistics ReitAnnouncement

Thu 15:30

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RNS Number : 6652K  Urban Logistics REIT PLC  29 May 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

 

29 May 2025

 

 

RECOMMENDED CASH AND SHARE ACQUISITION

 

of

 

URBAN LOGISTICS REIT PLC ("URBAN LOGISTICS")

 

by

 

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

 

to be effected by means of a scheme of arrangement

under Part 26 of the Companies Act 2006 (the "Companies Act")

 

UPDATED EXPECTED SCHEME TIMETABLE

 

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 will acquire the entire issued and to be issued
ordinary share capital of Urban Logistics (the "Acquisition" forming the
"Combined Group").

 

The Acquisition is intended to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act (the "Scheme") and is subject to the terms
and conditions set out in the circular relating to the Scheme (the "Scheme
Document") published on 23 May 2025. Capitalised terms used in this
Announcement shall, unless otherwise defined, have the same meanings as set
out in the Scheme Document.

 

Update to Timetable

 

The Board of Urban Logistics and LondonMetric are pleased to confirm that the
Court Hearing to sanction the Scheme has now been moved forward from 23 June
2025 to 20 June 2025. Further details of the Court Hearing will be available
on the Business and Property Courts Rolls Building Cause List at
www.justice.gov.uk on the day before the Court Hearing.

 

For the avoidance of doubt, the date and time of the Court Meeting and General
Meeting (and the related voting record time and deadlines for the return of
proxy forms or the electronic appointment of a proxy online at
www.investorcentre.co.uk/eproxy, through CREST or (for institutional
investors) via the Proxymity platform) remain unchanged from the date and time
set out in the Scheme Document.

 

The updated expected timetable of principal events for the implementation of
the Scheme is now as follows:

 

 Event                                                                                Time and/or date
 Latest time for lodging Forms of Proxy or submitting proxy instructions online
 at www.investorcentre.co.uk/eproxy, through CREST or (for institutional
 investors) via the Proxymity platform for the:
 Court Meeting (BLUE form)                                                            10.00 a.m. on 11 June 2025((2))
 General Meeting (WHITE form)                                                         10.15 a.m. on 11 June 2025((3))
 Voting record time for the Court Meeting and General Meeting                         6.00 p.m. on 11 June 2025((4))
 Court Meeting                                                                        10.00 a.m. on 13 June 2025
 General Meeting                                                                      10.15 a.m. on 13 June 2025((5))
 Certain of the following dates are subject to change (please see note 1 below)
 Court hearing to sanction the Scheme                                                 20 June 2025
 Last day for dealings in, and for registration of transfers of, Urban                5.00 p.m. 20 June 2025((6))
 Logistics Shares
 Scheme Record Time                                                                   6.00 p.m. on 20 June 2025
 Suspension of listing of Urban Logistics Shares on the closed-ended investment       7.30 a.m. on 23 June 2025
 funds category of the Official List, and from trading on the Main Market
 Effective Date                                                                       23 June 2025
 New LondonMetric Shares issued to Urban Logistics Shareholders                       8.00 a.m. on 24 June 2025
 Admission and commencement of dealings in New LondonMetric Shares                    8.00 a.m. on 24 June 2025
 Cancellation of listing of, and trading in, Urban Logistics Shares                   8.00 a.m. on 24 June 2025
 CREST accounts of Urban Logistics Shareholders credited with New LondonMetric        on or after 8.00 a.m. on 24 June 2025
 Shares
 CREST accounts of Urban Logistics Shareholders credited with New LondonMetric        within 14 days after the Effective Date
 Shares and any cash consideration due (in respect of Scheme Shares held in

 uncertificated form)

 Despatch of cheques in respect of cash consideration and share certificates in
 respect of New LondonMetric Shares (in respect of Scheme Shares held in

 certificated form)                                                                   within 14 days after the Effective Date

 Long-stop Date

                                                                                      9 November 2025((7))
 All references to time throughout this document are to London (UK) time

 Notes:

(1)        These times and dates are indicative only and will depend,
inter alia, on the date upon which the Court sanctions the Scheme and the date
on which the Conditions are satisfied or, if capable of waiver, waived. If any
of the dates and/or times in this expected timetable change, the revised dates
and/or times will be notified to Urban Logistics Shareholders by announcement
through a Regulatory Information Service and on the LSE website:
www.londonstockexchange.com and, if required by the Panel, posting notice(s)
of the change(s) to Urban Logistics Shareholders and persons so entitled. All
Scheme Shareholders have the right to attend the Court Hearing.

 

(2)        It is requested that blue Forms of Proxy for the Court
Meeting be lodged by 10.00 a.m. on 11 June 2025 or, if the Court Meeting is
adjourned, by no later than 48 hours prior to the time fixed for the adjourned
Court Meeting (excluding any part of such 48 hour period falling on a
non-working day in the UK). Blue Forms of Proxy not so lodged can be handed to
the Chair of the Court Meeting (or Computershare on the Chair's behalf) at the
start of the Court Meeting or any adjournment thereof.

 

(3)        In order to be valid, white Forms of Proxy for the General
Meeting must be received by Computershare by 10.15 a.m. on 11 June 2025 or, if
the General Meeting is adjourned, 48 hours prior to the time appointed for the
adjourned General Meeting (excluding any part of such 48 hour period falling
on a non-working day in the UK). If the white Form of Proxy is not lodged by
the relevant time, it will be invalid.

 

(4)        If either the Court Meeting or the General Meeting is
adjourned, the record time of the adjourned meeting(s) will be 6.00 p.m. on
the second Business Day before the day fixed for the adjourned meeting.

 

(5)        The General Meeting will commence at 10.15 a.m. on the day
of the Court Meeting or as soon thereafter as the Court Meeting has been
concluded or adjourned.

 

(6)        Urban Logistics Shares will be disabled in CREST from 5.00
p.m. on such date.

 

(7)        The Long-stop Date is the latest date by which the Scheme
may become Effective. However, the Long-stop Date may be extended to such
later date as Urban Logistics and LondonMetric may agree in writing (with the
Panel's consent and as the Court may approve (should such approval(s) be
required)).

 

The dates and times in the expected timetable are indicative only, are based
on Urban Logistics' and LondonMetric's current expectations and are subject to
change. The dates will depend, among other things, on the date on which: (i)
the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court
sanctions the Scheme; and (iii) the Court Order sanctioning the Scheme is
delivered to the Registrar of Companies. A copy of the Scheme Document is
available for viewing on the Urban Logistics' website at
www.urbanlogisticsreit.com and LondonMetric's website at www.londonmetric.com.

 

If any of the key dates and/or times set out in the expected timetable change,
the revised dates and/or times will be notified to Urban Logistics
Shareholders by issuing an announcement through a Regulatory Information
Service, with such announcement being made available on
www.urbanlogisticsreit.com.

 

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 Chakraborty

 

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

Dido Laurimore

Richard Gotla

Andrew Davis

 

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
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 J.P. Morgan Cazenove or its affiliates, nor
for providing advice in relation to the matters referred to herein. Neither
J.P. Morgan Cazenove 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 J.P. Morgan Cazenove in connection with the matters referred to in
this Announcement, or otherwise.

 

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, or the
solicitation of any vote or approval in any jurisdiction, 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, including details of how to vote in respect of the resolutions
proposed in connection with 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). Hard copies of the Scheme Document (or, depending on an Urban
Logistics Shareholder's communication preference, a letter or email giving
details of the website where the Scheme Document may be accessed) and Forms of
Proxy are being sent to Urban Logistics Shareholders. Urban Logistics and
LondonMetric urge Urban Logistics Shareholders to read the Scheme Document
carefully as it contains important information relating to the Acquisition,
the New LondonMetric Shares and the Combined Group.

 

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, 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, 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 or to vote their Scheme Shares in respect of the Scheme at the
Court Meeting, or to appoint another person as proxy to vote at the Court
Meeting on their behalf, 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 and no person may vote in favour of the Scheme by any such use,
means, instrumentality or form from within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this Announcement, the Scheme
Document, documents accompanying the Scheme Document 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, as doing so may invalidate any purported vote in respect of the
Acquisition and/or 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 the Scheme Document,
instead be carried out by way of a Takeover Offer under English law. If in the
future LondonMetric exercises its right to implement the 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 this Announcement, the Scheme Document,
documents accompanying the Scheme Document and other 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 further
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 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 Acquisition or determined if this Announcement
or the Scheme Document 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' 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' 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 Takeover 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 Takeover 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 of this Announcement on websites and availability of hard copies

 

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 Urban Logistics' website at
www.urbanlogisticsreit.com and LondonMetric's website at www.londonmetric.com
by no later than 12.00 noon 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) 370 703 6003. 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 9.30 a.m. to 5.30 p.m. (London time), 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 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
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.

 

Information relating to Urban Logistics Shareholders

 

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

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rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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