LondonMetric Property Plc completed the acquisition of LXI REIT plc from Prestbury Incentives Ltd, Prestbury Investment Holdings Ltd, Artemis Investment Management LLP and others.
The LXi Directors, who have been so advised by Lazard and Jefferies as to the financial terms of the Merger, unanimously consider the terms of the Merger to be fair and reasonable. Accordingly, the LXi Directors intend to recommend unanimously that LXi Shareholders vote in favour of the Scheme at the Court Meeting and vote in favour of the LXi Resolution to be proposed at the LXi General Meeting. Similarly, the LondonMetric Directors consider the Merger to be in the best interests of LondonMetric Shareholders as a whole and, accordingly, the LondonMetric Directors intend to recommend unanimously to LondonMetric Shareholders to vote in favour of the LondonMetric Resolution to be proposed at the LondonMetric General Meeting which is to be convened to approve the Merger and related matters. Following completion of the Merger, it is expected that Nick Leslau will join the LondonMetric Board as a non-executive director. LondonMetric intends to delist LXi immediately following the Effective Date. Consequently, LXi will not require listed company governance structures and accordingly, it is intended that the LXi Directors will cease to be directors of LXi and its subsidiaries (as applicable) following completion of the Merger. Following the Effective Date, LondonMetric will remain listed on the premium listing segment of the Official List and admitted to trading on the Main Market. The registered office of LondonMetric will remain in London.
The transaction is subject to the Panel's consent, LondonMetric reserves the right to elect to implement the Merger by way of a Takeover Offer. Under the terms of the Merger certain resolutions related to the Merger will be put to (i) the LXi Shareholders at the Court Meeting and at the LXi General Meeting and (ii) the LondonMetric Shareholders at the LondonMetric General Meeting, and the Merger is conditional upon such resolutions being passed by the requisite majorities. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders present and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders. In addition, at the LXi General Meeting, the LXi Resolution must be passed by LXi Shareholders representing at least 75 per cent. of the votes validly cast on that resolution, whether in person or by proxy. At the LondonMetric General Meeting, the LondonMetric Resolution requires the approval of a simple majority of votes cast, in person or by proxy, in order to be passed. The FCA having acknowledged to LondonMetric or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of theNewLondonMetricSharesto listing on the premium listing segment of the Official List has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("Listing Conditions")) admission will become effective as soon as a dealing notice has been issued by the FCA and any Listing Conditions having been satisfied. Including, all Authorisations required for the proposed acquisition of any shares or other securities (or the equivalent) in, or of control or management of, LXi or any other member of the Wider LXi Group by any member of the Wider LondonMetric Group having been obtained, in terms and in a form satisfactory to LondonMetric from all necessary Third Parties or persons with whom any member of the Wider LXi Group has entered into contractual arrangements or other material business relationships. It is expected that the Scheme will become Effective by 31 March 2024, subject to the satisfaction or waiver (as applicable) of the Conditions and the further terms set out. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed in due proportions to LXi Shareholders who would otherwise have been entitled to such fractions provided that individual entitlements to amounts of less than £5.00 will not be paid to Scheme Shareholders but will be retained for the benefit of LondonMetric.
Patrick Long, Jolyon Coates and Sebastian O'Shea-Farren of Lazard & Co., Limited and Rishi Bhuchar, Tom Yeadon, Ed Matthews and Paul Bundred of Jefferies International Limited and Oliver Tucker, Ting Le Deng and Benni Azaria of Santander Corporate & Investment Banking are providing independent financial advice to the LXi Directors. The LondonMetric Directors have received financial advice from Bronson Albery, Tom Macdonald, Callum West and Patrick Colgan of Barclays Bank PLC, Capel Irwin, Carl Gough, Michael Nicholson and Henry Nicholls of Peel Hunt LLP and Ashish Agrawal, Jonty Edwards and Dipayan Chakraborty of J.P. Morgan Cazenove in relation to the Merger. In providing their advice to the LondonMetric Directors. CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to LondonMetric. Benjamin Lee, Richard Werner, Mark Brailsford and Victoria Newbold of Bryan Cave Leighton Paisner LLP is retained as legal adviser to LXi. Link Market Services Limited acted as transfer agent to LXI.
LondonMetric Property Plc (LSE:LMP) completed the acquisition of LXI REIT plc (LSE:LXI) from Prestbury Incentives Ltd, Prestbury Investment Holdings Ltd, Artemis Investment Management LLP and others on March 5, 2024. As on March 4, 2024, the Court had sanctioned the Scheme, the Boards of LXi and LondonMetric are pleased to announce that the Court Order has been delivered to the Registrar of Companies Pursuant to the terms of the Scheme, Scheme Shareholders whose names appear on the register of members of LXi will be entitled to receive 0.55 New LondonMetric Shares for each LXi Share held by them at that time. Cyrus Ardalan (Non-Executive Chairman), Hugh Seaborn (Non-Executive Senior Independent Director), Ismat Levin (Non-Executive Director), Sandy Gumm (Non-Executive Director) and Nick Leslau (Non-Executive Director) have each resigned from the LXi Board with effect from March 5, 2024. As on March 6, 2024, Financial Conduct Authority has cancelled the listing of LXi Shares on the premium listing segment of the Official List and the London Stock Exchange has cancelled the trading of LXi Shares on the Main Market