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
2 May 2024
RECOMMENDED CASH
ACQUISITION
OF
LOK'N STORE GROUP PLC
("LOK'NSTORE")
BY
SHURGARD SELF STORAGE LIMITED
("SHURGARD")
to be effected by means of a Scheme of
Arrangement
under Part 26 of the Companies Act 2006
TIMING OF POSTING OF SCHEME
DOCUMENT
On 11 April 2024, the boards of
Shurgard and Lok'nStore announced that they had reached agreement
on the terms of a recommended cash offer to be made by Shurgard to
acquire the entire issued and to be issued share capital of
Lok'nStore (the "Rule
2.7 Announcement" and the
"Acquisition"), proposed to
be effected by means of a Court-sanctioned scheme of arrangement
between Lok'nStore and Scheme Shareholders under Part 26 of the
Companies Act 2006.
Capitalised terms used in this
announcement have the same meaning given to them in the Rule 2.7
Announcement, unless otherwise defined herein.
Timing of posting of Scheme Document
The Scheme Document will contain a
valuation in respect of Lok'nStore's property portfolio in
accordance with Rule 29 of the Code. Work in this regard is ongoing
but will not be completed in time for the Scheme Document to be
posted within 28 days of the date of the Rule 2.7 Announcement.
Consequently, Lok'nStore and Shurgard now expect that the Scheme
Document will be posted on or before 21 May 2024.
There is no change to the
expectation set out in the Rule 2.7 Announcement that the
Acquisition will complete in July 2024 subject to the satisfaction
(or, where applicable, waiver) of the Conditions set out in
Appendix 1 to the Rule 2.7 Announcement. The detailed expected
timetable for implementation of the Acquisition will be set out in
the Scheme Document.
Enquiries
Shurgard
|
Shurgard
|
|
Caroline Thirifay
Isabel Neumann
|
+44 75 96 87 57
13
+32 2 229 56
69
|
J.P. Morgan
Cazenove (Sole Financial Adviser to Shurgard)
|
+44 20 3493
8000
|
Dwayne Lysaght
Ashish Agrawal
Jonty Edwards
John Ulrich
|
|
|
|
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
|
Allen &
Overy LLP is acting as legal adviser to
Shurgard. Travers Smith
LLP is acting as legal adviser to Lok'nStore.
Important notices relating to financial
advisers
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 (the "FCA"), is acting as financial adviser
exclusively for Shurgard 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 Shurgard 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.
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 will be 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.