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 OR REGULATIONS OF SUCH
JURISDICTION.
FOR IMMEDIATE RELEASE
31 May 2024
Lok'nStore Group Plc
("Lok'nStore")
Rule 2.9 Announcement
and
Total Voting Rights
In accordance with Rule 2.9 of the City Code on
Takeovers and Mergers (the "Takeover Code"), Lok'nStore confirms
that as at the date and time of this announcement, it had in issue
32,904,312 ordinary shares of 1 penny each, all of which carry one
voting right per share. Lok'nStore does not hold any ordinary
shares in treasury. The International Securities Identification
Number for Lok'nStore's ordinary shares is GB0007276115.
The figure of 32,904,312 ordinary shares may be used by
shareholders (i) as the denominator for the calculation by which
they will determine if they are required to notify their interest
in, or a change to their interest in, Lok'nStore, under the
Financial Conduct Authority's Disclosure Guidance and Transparency
Rules and (ii) to determine the percentage of issued share capital
they hold in Lok'nStore for the purposes of the Takeover Code,
including to consider their disclosure requirements under Rule 8 of
the Takeover Code.
Capitalised terms used in this announcement
which have not been defined have the meanings given to them in the
Rule 2.7 announcement released on 11 April 2024, unless the context
provides otherwise.
Enquiries
|
|
Lok'nStore
|
|
Lok'nStore
Andrew Jacobs
Raymond Davies
Neil Newman-Shepherd
|
+44 12
5252 1010
|
Goldman Sachs International (Lead Financial Adviser to
Lok'nStore)
Khamran Ali
Chris Emmerson
Arnout Harteveld
Lorenzo Carlino
|
+44 20
7774 1000
|
Cavendish Capital Markets Limited (Sole Rule 3 Adviser,
Financial Adviser, NOMAD and Joint Corporate Broker to
Lok'nStore)
Julian Blunt
Henrik Persson
Seamus Fricker
Fergus Sullivan
|
+44 20
7220 0500
|
Peel Hunt LLP (Joint Corporate Broker to
Lok'nStore)
Capel Irwin
Carl Gough
Henry Nicholls
|
+44 20
7418 8900
|
Camarco (Financial PR to
Lok'nStore)
Billy Clegg
Tom Huddart
Letaba Rimell
|
+ 44 20
3757 4991
|
Important notices relating to financial
advisers
Goldman Sachs
International ("Goldman Sachs"), which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Lok'nStore and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Lok'nStore for providing the protections afforded to clients of
Goldman Sachs or for providing advice in connection with the
matters referred to in this Announcement. No representation or
warranty, express or implied, is made by Goldman Sachs as to the
contents of this Announcement.
Cavendish
Capital Markets Limited ("Cavendish"), which, in the United
Kingdom, is authorised and regulated by the FCA, is acting
exclusively for Lok'nStore and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Lok'nStore for providing the protections afforded to clients of
Cavendish nor for providing advice in relation to the Acquisition
or any other matter or arrangement referred to in this
Announcement.
Peel Hunt LLP
("Peel Hunt"), which, in the United Kingdom, is authorised and
regulated by the FCA, is acting exclusively for Lok'nStore and no
one else in connection with the Acquisition and neither Peel Hunt
nor any of its affiliates will be responsible to anyone other than
Lok'nStore (whether or not a recipient of this Announcement) for
providing the protections afforded to clients of Peel Hunt nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this Announcement.
Further information
This
Announcement is for information purposes only and is not intended
to, and does not, constitute or form part of any offer or
invitation to purchase, 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 sale, issuance or transfer of
securities of Lok'nStore in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely pursuant to the
terms set out in the Scheme Document (and the accompanying Forms of
Proxy), which will contain the full terms and conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any decision in respect of the Acquisition should be
made only on the basis of the information in the Scheme Document
(or, if the Acquisition is implemented by way of a Takeover Offer,
the Takeover Offer document).
Lok'nStore
will prepare the Scheme Document to be distributed to Lok'nStore
Shareholders. Lok'nStore and Shurgard urge Lok'nStore Shareholders
to read the Scheme Document (or, if the Transaction is implemented
by way of a Takeover Offer, the Takeover Offer document) in full
when it becomes available because it will contain important
information relating to the Acquisition.
This
Announcement does not constitute a prospectus or a prospectus
exempted document.
This
Announcement has been prepared for the purpose of complying with
English law and the Code 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 England.
Overseas Shareholders
The release,
publication or distribution of this Announcement in jurisdictions
other than the UK may be restricted by law and therefore any
persons who are not resident in the UK or who are subject to the
laws of any jurisdiction other than the UK (including Restricted
Jurisdictions) should inform themselves about, and observe, any
applicable legal or regulatory requirements. In particular, the
ability of persons who are not resident in the UK or who are
subject to the laws of another jurisdiction to participate in the
Acquisition or to vote their Lok'nStore Shares in respect of the
Scheme at the Court Meeting, or to execute and deliver Forms of
Proxy appointing another 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 applicable legal or regulatory requirements of any
jurisdiction may constitute a violation of securities laws in that
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 Shurgard or required by the Code, and
permitted by applicable law and regulation, the Acquisition shall
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
Acquisition by any such use, means, instrumentality or form within
a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that
jurisdiction.
The
Acquisition will be subject to the applicable requirements of
English law, the Code, the Panel, the AIM Rules and the
FCA.
Copies of this
Announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction or any jurisdiction where to do so
would constitute a violation of the laws of such jurisdiction and
persons receiving such documents (including custodians, nominees
and trustees) must not mail or otherwise forward, distribute or
send them in or into or from any Restricted Jurisdiction. Doing so
may render invalid any related purported vote in respect of
acceptance of the Acquisition.
Further
details in relation to Lok'nStore Shareholders in overseas
jurisdictions is contained in the Scheme
Document.
Additional information for U.S.
investors
The
Acquisition relates to an offer for the shares of a UK company and
is being made by means of a scheme of arrangement provided for
under English company law. The Acquisition, implemented by way of a
scheme of arrangement, is not subject to the tender offer rules or
the proxy solicitation rules under the U.S. Exchange Act, as
amended. Accordingly, the Acquisition is subject to the disclosure
requirements and practices applicable to a scheme of arrangement
involving a target company in the UK admitted to trading on AIM,
which differ from the disclosure requirements of the U.S. tender
offer and proxy solicitation rules. If, in the future, Shurgard
exercises its right to implement the Acquisition by way of a
Takeover Offer and determines to extend the Takeover Offer into the
U.S., the Acquisition will be made in compliance with applicable
U.S. laws and regulations.
Neither the
SEC nor any U.S. state securities commission has approved,
disapproved or passed judgment upon the fairness or the merits of
the Acquisition or determined if this Announcement is adequate,
accurate or complete. Any representation to the contrary is a
criminal offence in the U.S.
Some or all of
Lok'nStore's officers and directors reside outside the U.S., and
some or all of its assets are or may be located in jurisdictions
outside the U.S. Therefore, investors may have difficulty effecting
service of process within the U.S. upon those persons or recovering
against Lok'nStore or its officers or directors on judgments of
U.S. courts, including judgments based upon the civil liability
provisions of the U.S. federal securities laws. Further, it may be
difficult to compel a non-U.S. company and its affiliates to
subject themselves to a U.S. court's judgment. It may not be
possible to sue Lok'nStore or its officers or directors in a
non-U.S. court for violations of the U.S. securities
laws.
In accordance
with normal United Kingdom practice and pursuant to Rule 14e-5(b)
of the US Exchange Act, Shurgard or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases
of, or arrangements to purchase, shares or other securities of
Lok'nStore outside of the U.S., other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme
becomes effective, lapses or is otherwise withdrawn. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. Any
information about such purchases or arrangements to purchase shall
be disclosed as required in the UK, shall be reported to a
Regulatory Information Service and shall be available on the London
Stock Exchange website at
www.londonstockexchange.com.
The receipt of
cash pursuant to the scheme by U.S. Shareholders (defined as
shareholder who are U.S. persons as defined in the U.S. Internal
Revenue Code) as consideration for the transfer of its Lok'nStore
Shares pursuant to the scheme may be a taxable transaction for U.S.
federal income tax purposes and under applicable U.S. state and
local, as well as foreign and other, tax laws. Each Shareholder
(including U.S. Shareholders) is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the transaction applicable to him.
The financial
information with respect to Lok'nStore included in this
Announcement and the Scheme Document has been or will have been
prepared in accordance with International Financial Reporting
Standards ("IFRS") and thus may not be comparable to the financial
information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the U.S.
Forward-looking
statements
This
Announcement (including information incorporated by reference in
this Announcement), oral statements made regarding the Acquisition,
and other information published by Shurgard and Lok'nStore contain
statements which are, or may be deemed to be, "forward-looking
statements". All statements, other than statements of historical
fact are, or may be deemed to be, forward-looking statements.
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on assumptions, expectations,
valuations, targets, estimates, forecasts and projections of
Shurgard and Lok'nStore about future events, and are therefore
subject to risks and uncertainties which could cause actual
results, performance or events to differ materially from those
expressed or implied by the forward-looking statements. The
forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Acquisition on
the Shurgard Group, the Lok'nStore Group and the Enlarged Group,
the expected timing and scope of the Acquisition and other
statements other than historical facts. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "budget",
"targets", "aims", "scheduled", "estimates", "forecast", "intends",
"anticipates", "seeks", "prospects", "potential", "possible",
"assume" or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be
achieved. Shurgard and Lok'nStore give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risks (known and unknown) and
uncertainties (and other factors that are in many cases beyond the
control of Shurgard and/or Lok'nStore) because they relate to
events and depend on circumstances that may or may not occur in the
future.
There are a
number of factors that could affect the future operations of the
Shurgard Group, the Lok'nStore Group and/or the Enlarged Group and
that could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking
statements. These factors include the satisfaction (or, where
permitted, waiver) of the Conditions, as well as additional
factors, such as: domestic and global business and economic
conditions; the impact of the Covid-19 pandemic or other pandemics,
asset prices; market-related risks such as fluctuations in interest
rates and exchange rates, industry trends, competition, changes in
government and regulation, changes in the policies and actions of
governments and/or regulatory authorities (including changes
related to capital and tax), changes in political and economic
stability (including exposures to terrorist activities, the UK's
exit from the European Union, Eurozone instability, disruption in
business operations due to reorganisation activities, interest
rate, inflation, deflation and currency fluctuations), the timing
impact and other uncertainties of future or planned acquisitions or
disposals or offers, the inability of the Enlarged Group to realise
successfully any anticipated synergy benefits when the Acquisition
is implemented (including changes to the board and/or employee
composition of the Enlarged Group), the inability of the Shurgard
Group to integrate successfully the Lok'nStore Group's operations
and programmes when the Acquisition is implemented, the Enlarged
Group incurring and/or experiencing unanticipated costs and/or
delays, or difficulties relating to the Acquisition when the
Acquisition is implemented. Other unknown or unpredictable factors
could affect future operations and/or cause actual results to
differ materially from those in the forward-looking statements.
Such forward-looking statements should therefore be construed in
the light of such factors.
Each
forward-looking statement speaks only as of the date of this
Announcement. Neither Shurgard Group nor Lok'nStore Group, nor any
of their respective associates or directors, officers or advisers,
provides any representation, warranty, assurance or guarantee that
the occurrence of the events expressed or implied in any
forward-looking statements in this Announcement will actually
occur. Forward-looking statements involve inherent risks and
uncertainties. All forward-looking statements contained in this
Announcement are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section.
Readers are cautioned not to place undue reliance on these
forward-looking statements. Other than in accordance with their
legal or regulatory obligations (including under the Code, the UK
Market Abuse Regulation, the AIM Rules and the DTRs), neither the
Shurgard Group nor the Lok'nStore Group is under or undertakes any
obligation, and each of the foregoing expressly disclaims any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No
profit forecasts or estimates
Nothing in
this Announcement is intended, or is to be construed, as a profit
forecast or to be interpreted to mean that earnings or earnings per
share for Shurgard or Lok'nStore for the current or future
financial years, will necessarily match or exceed the historical
published earnings or earnings per share for Shurgard or
Lok'nStore, as appropriate.
Disclosure requirements of the
Code
Under Rule
8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. on the tenth
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. on the tenth business day
following the Announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing
Disclosure.
Under Rule
8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. 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 p.m. 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 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.
Electronic
Communications
Please be
aware that addresses, electronic addresses and certain information
provided by Lok'nStore Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from Lok'nStore may be provided to Shurgard during the Offer Period
as required under section 4 of Appendix 4 to the Code to comply
with Rule 2.11(c) of the Code.
Publication on a website and
availability of hard copies
A copy of this
Announcement will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on
Shurgard's website at
https://www.shurgard.com/corporate/investors/acquisitions/loknstore
and on Lok'nStore's website at
www.loknstore.co.uk/investors/recommended-cash-offer promptly
and in any event by no later than 12 noon on the Business Day
following the date of this Announcement. Neither the content
of the websites referred to in this Announcement nor the content of
any website accessible from hyperlinks in this Announcement is
incorporated into, or forms part of, this
Announcement.
In accordance
with Rule 30.3 of the Code, Lok'nStore Shareholders, persons with
information rights and participants in the Lok'nStore Share Plans
may, subject to applicable securities laws, request a hard copy of
this Announcement (and any information incorporated into it by
reference to another source) by contacting Lok'nStore's registrars,
Link Group, during business hours on 0371 664 0300 within the
United Kingdom or by submitting a request in writing to Link Group,
Central Square, 29 Wellington Street, Leeds LS1 4DL, United
Kingdom, with an address to which the hard copy may be sent.
Lok'nStore Shareholders may, subject to applicable securities laws,
also request that all future documents, announcements and
information to be sent in relation to the Acquisition should be in
hard copy form.
General
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 or independent financial adviser duly authorised under
the Financial Services and Markets Act 2000 if you are resident in
the UK or, if not, from another appropriate authorised independent
financial adviser.