TIDMCPTP TIDMLMP
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. THIS ANNOUNCEMENT CONTAINS
INSIDE INFORMATION. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
7 August 2023
RECOMMED ALL-SHARE OFFER
FOR
CT PROPERTY TRUST LIMITED ("CTPT")
BY
LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")
effected by means of a Court-sanctioned scheme of arrangement under Part VIII of
the Companies Law of Guernsey
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 24 May 2023, it was announced that the boards of CTPT and LondonMetric had
reached agreement on the terms of a recommended all-share offer for CTPT by
LondonMetric (the "Acquisition"), to be effected by means of a Court-sanctioned
scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (as
amended) (the "Scheme").
As previously announced, CTPT published the scheme document in respect of the
Acquisition on 19 June 2023 (the "Scheme Document") and, on 18 July 2023, all
resolutions in respect of the Scheme were duly passed at the Court Meeting and
the General Meeting.
The Board of CTPT is now pleased to announce that, at the Sanction Hearing held
earlier today, the Royal Court of Guernsey sanctioned the Scheme and granted the
Court Order in connection with the Acquisition. As the Conditions of the
Acquisition have now been satisfied, or (where applicable) waived, the Scheme
has become effective in accordance with its terms.
Settlement
Pursuant to the terms of the Scheme, Scheme Shareholders whose names appeared on
the register of members of CTPT at the Scheme Record Time, being 6.00 p.m. on 4
August 2023, will be entitled (subject to certain terms and conditions) to
receive 0.455 New LondonMetric Shares for each CTPT Share held.
As set out in the Scheme Document, settlement of the New LondonMetric Shares to
which any CTPT Shareholder is entitled under the Scheme will be effected:
(a) in respect of CTPT Shareholders holding CTPT Shares in uncertificated
form as at the Scheme Record Time, through the crediting of CREST accounts at or
shortly after 8.00 a.m. on 8 August 2023 (but not later than 21 August 2023);
and
(b) in respect of CTPT Shareholders holding CTPT Shares in certificated form
as at the Scheme Record Time, by the despatch of share certificates by no later
than 21 August 2023.
As a result of the Scheme having become effective, share certificates in respect
of CTPT Shares have ceased to be valid documents of title and entitlements to
CTPT Shares held in uncertificated form in CREST have been cancelled.
Dealings in CTPT Shares were suspended with effect from 7.30 a.m. today, 7
August 2023. Applications have been made to the London Stock Exchange to cancel
the trading in CTPT Shares on the Main Market, and to the Financial Conduct
Authority to cancel the listing of the CTPT Shares on the Official List, which
in each case is expected to take effect by no later than 8.00 a.m. on 8 August
2023.
CTPT Shareholders are referred to the Scheme Document, in particular paragraph
11 of Part 2 of the Scheme Document, which sets out in detail the full terms and
conditions of the settlement of the consideration payable for each CTPT Share
under the Acquisition. Fractions of New LondonMetric Shares will not be allotted
or issued pursuant to the Acquisition and entitlements of Scheme Shareholders to
LondonMetric Shares will be rounded down to the nearest whole number of New
LondonMetric Shares. All fractional entitlements to New LondonMetric Shares will
be aggregated and sold in the market as soon as practicable. The net proceeds of
such sale (after the deduction of all expenses and commissions incurred in
connection with this sale) will be distributed by LondonMetric in due
proportions to Scheme 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.
Directorate changes
As the Scheme has now become effective, CTPT duly announces that, as of today's
date, Davina Walter, Alexa Henderson, Mark Carpenter, David Ross and James
Thornton have each stepped down from the CTPT Board (as well as the boards of
CTPT's subsidiaries, IPT Property Holdings Limited and IRP Holdings Limited).
Each of Valentine Beresford, Andrew Jones, Martin McGann and Mark Stirling have
been appointed as directors of CTPT, IPT Property Holdings Limited and IRP
Holdings Limited as of today's date.
Dealing disclosures
CTPT is no longer in an "Offer Period" as defined in the City Code on Takeovers
and Mergers (the "Code") and, accordingly, the dealing disclosure requirements
previously notified to those interested in CTPT Shares no longer apply.
Enquiries:
CT Property Trust Limited Tel: +44 (0) 20 7886 2500
via Panmure Gordon
Panmure Gordon (UK) Limited (Rule 3 Adviser, Tel: +44 (0) 20 7886 2500
Joint Financial Adviser and Broker to CTPT)
Sapna Shah
Tom Scrivens
Atholl Tweedie
Ashwin Kholi
Dickson Minto Advisers (Joint Financial Tel: +44 (0) 20 7649 6823
Adviser to CTPT)
Douglas Armstrong
Buchanan (PR Adviser to CTPT)
Helen Tarbet Tel: +44 (0) 7872 604 453
Henry Wilson Tel: +44 (0) 7788 528 143
Hannah Ratcliff Tel: +44 (0) 7825 292 022
Unless the context provides otherwise, words and expressions defined in the
Scheme Document shall have the same meanings in this announcement. All
references to time shown in this announcement are references to London (UK)
time.
Important notices
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser, joint
financial adviser and corporate broker exclusively for CTPT and no-one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than CTPT for providing the protections afforded to
clients of Panmure Gordon nor for providing advice in connection with the
matters referred to herein. Neither Panmure Gordon 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 Panmure Gordon in connection with this
announcement, any statement contained herein, the Acquisition, or otherwise.
Dickson Minto W.S. ("Dickson Minto Advisers"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for CTPT 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 CTPT for providing the protections
afforded to clients of Dickson Minto Advisers, or for providing advice in
relation to the matters referred to herein. Neither Dickson Minto Advisers 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 Dickson Minto
Advisers in connection with the matters referred to in this announcement, or
otherwise.
This announcement does not constitute an offer or an invitation to purchase or
subscribe for any securities, or a solicitation of an offer to buy any
securities, pursuant to this announcement or otherwise in any jurisdiction in
which such offer or solicitation is unlawful.
This announcement does not comprise a prospectus or a prospectus equivalent
document.
The contents of this announcement do not amount to, and should not be construed
as, legal, tax, business or financial advice. If you are in any doubt about the
contents of this announcement, you should consult your own legal adviser, tax
adviser or financial adviser for legal, tax, business or financial advice.
The statements contained in this announcement are made as at the date of this
announcement, unless some other date is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such date.
Overseas jurisdictions
The release, publication or distribution of this announcement into, in or from
jurisdictions other than the United Kingdom and Guernsey may be restricted by
the laws of those jurisdictions. Persons who are not resident in the United
Kingdom or Guernsey or who are subject to the laws and/or regulation of other
jurisdictions should inform themselves of, and observe, any applicable legal or
regulatory requirements. In particular, the ability of CTPT Shareholders who are
not resident in the United Kingdom or Guernsey or who are subject to the laws of
another jurisdiction to participate in the Acquisition may be affected by the
laws of the relevant jurisdiction in which they are located or to which they are
subject. Any failure to comply with these restrictions or 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 requirements by any person.
Unless otherwise determined by LondonMetric, CTPT or required by the Code, and
permitted by applicable law and regulation, participation in the Acquisition is
not being 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 documents 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.
This announcement has been prepared in connection with proposals in relation to
a scheme of arrangement and for the purposes of complying with the laws of
Guernsey and the United Kingdom, the Code, the Listing Rules, the Disclosure
Guidance and Transparency Rules, and the rules of the London Stock Exchange 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 and
regulations of any jurisdiction outside of the United Kingdom or Guernsey.
Nothing in this announcement, the Scheme Document or the documents accompanying
the Scheme Document should be relied on for any other purpose.
The statements contained in this announcement are not to be construed as legal,
business, financial or tax advice. Overseas Shareholders should consult their
own legal and tax advisers with respect to the legal and tax consequences of the
Scheme. It is the responsibility of any person into whose possession this
announcement comes to satisfy themselves as to the full observance of the laws
of any relevant jurisdiction in connection with the Acquisition including the
obtaining of any governmental, exchange control or other consents which may be
required and/or compliance with other necessary formalities which are required
to be observed and the payment of any issue, transfer or other taxes or levies
due in such jurisdiction.
Further details in relation to Overseas Shareholders are contained in paragraph
12 of Part 2 of the Scheme Document. All CTPT Shareholders or other persons
(including nominees, trustees and custodians) who would otherwise intend to or
may have a contractual or legal obligation to forward this announcement to a
jurisdiction outside the UK and Guernsey should refrain from doing so and seek
appropriate professional advice before taking any action.
Further details in relation to Overseas Shareholders are contained in the Scheme
Document.
Notice to US shareholders
CTPT Shareholders in the United States should note that the Acquisition relates
to the securities of a Guernsey company with a listing on the London Stock
Exchange effected by means of a scheme of arrangement provided for under, and
governed by, the Companies Law of Guernsey. This announcement, the Scheme
Document and certain other documents relating to the Acquisition have been
prepared in accordance with the laws of Guernsey of the United Kingdom, the Code
and UK disclosure requirements, format and style, all of which differ from those
in the United States. 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 Acquisition is subject to the procedural
and disclosure requirements and practices applicable to a scheme of arrangement
involving a target company organised in Guernsey and listed on the London Stock
Exchange, which differ from the procedural and disclosure requirements of the
United States tender offer rules and proxy solicitation rules under the US
Exchange Act.
The financial information that is included in the Scheme Document or that may be
included in any other documents relating to the Acquisition has been or will be
prepared in accordance with IFRS and may not be comparable to financial
statements of companies in the United States or other companies whose financial
statements are prepared in accordance with US generally accepted accounting
principles.
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 any laws or with any
securities regulatory authority of any State or other jurisdiction of the United
States and may only be offered or sold in the United States in reliance on an
exemption from the registration requirements of the US Securities Act. The New
LondonMetric Shares are expected to be issued in reliance upon the exemption
from the registration requirements of the US Securities Act provided by Section
3(a)(10) thereof. CTPT Shareholders who are or will be affiliates (as defined in
Rule 144 under the US Securities Act) of LondonMetric or CTPT prior to, or of
LondonMetric after, the Effective Date are or will be subject to certain US
transfer restrictions relating to the New LondonMetric Shares received pursuant
to the Scheme.
For the purpose of qualifying for the exemption from the registration
requirement of the US Securities Act afforded by Section 3(a)(10) thereunder,
CTPT advised the Court that the Court's sanctioning of the Scheme is relied on
by LondonMetric as an approval of the Scheme following a hearing on the fairness
of the terms and conditions of the Scheme to CTPT Shareholders at which all CTPT
Shareholders were entitled to appear in person or through counsel to support or
oppose the sanctioning of the Scheme and with respect to which notification was
given to all CTPT Shareholders.
None of the securities referred to in this announcement have been approved or
disapproved by the US Securities and Exchange Commission 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 CTPT 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 CTPT 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 CTPT Shares to enforce their rights and
claims arising out of US federal securities laws, since LondonMetric and CTPT
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, countries other than the United States. US holders of
CTPT 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 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 judgement.
Further details in relation to US holders are contained in the Scheme Document.
Forward-looking statements
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by LondonMetric or CTPT contain statements about
LondonMetric and/or CTPT and/or the Combined Group that are or may be deemed to
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", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "hopes" "projects", "continue",
"schedule" 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 CTPT'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
CTPT'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 known and unknown risks and uncertainties that could
significantly affect expected results and are based on certain key assumptions.
Many factors could cause actual results to differ materially from those
projected or implied in any forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the entities' ability to control
or estimate precisely. These factors include, but are not limited to, changes in
political and economic conditions, changes in the level of capital investment,
retention of key employees, changes in customer habits, success of business and
operating initiatives and restructuring objectives, the impact of any
acquisitions or similar transactions, changes in customers' strategies and
stability, competitive product and pricing measures, changes in the regulatory
environment, fluctuations of interest and exchange rates and the outcome of any
litigation.
Neither LondonMetric or CTPT, 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 CTPT 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 CTPT 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.
Publication on a website
A copy of this announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted Jurisdictions) free of
charge, on CTPT's website at www.ctpropertytrust.co.uk/offer and on
LondonMetric's website at www.londonmetric.com/investors/acquisition-ct-property
-trust by no later than 12 noon on the Business Day following the publication of
this announcement.
Neither the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into, or forms part
of, this announcement.
This information was brought to you by Cision http://news.cision.com
END
(END) Dow Jones Newswires
August 07, 2023 06:28 ET (10:28 GMT)
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