TIDMLSP TIDMMETP
RNS Number : 4035W
London & Stamford Property PLC
25 January 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
FOR IMMEDIATE RELEASE
25 January 2013
RECOMMENDED ALL-SHARE MERGER OF
LONDON & STAMFORD PROPERTY PLC ("LONDON & STAMFORD" or
the "Company")
(to be renamed LondonMetric Property Plc)
and
METRIC PROPERTY INVESTMENTS PLC ("METRIC")
Reduction of Capital and Scheme Effective
Scheme effective
London & Stamford and Metric are pleased to announce that
the Capital Reduction required to effect the recommended Merger,
implemented by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"), was
yesterday confirmed by the Court and that, following today's
delivery of the Court Order to the Registrar of Companies, the
Scheme has now become effective in accordance with its terms.
Scheme Shares
Metric's Shares were temporarily suspended from trading on 23
January 2013. It is expected that the delisting and the
cancellation of trading of Metric's Shares on the London Stock
Exchange will occur at 8.00 a.m. on 28 January 2013.
Pursuant to the Scheme, a total of 178,599,912 New Ordinary
Shares have been issued to Metric's Scheme Shareholders, on the
register on the Scheme Record Time, who will receive 0.94 New
Ordinary Shares for each Metric Share. Share certificates are
expected to be dispatched (in the case of certificated holders of
Scheme Shares) by no later than 31 January 2013 and CREST accounts
credited (in the case of uncertificated holders of Scheme Shares)
as soon as possible after 8.00 a.m. on 28 January 2013.
Admission of the New Ordinary Shares to the premium segment of
the Official List and to trading on the London Stock Exchange's
main market for listed securities is expected to occur at 8.00 a.m.
on 28 January 2013.
Change of name
Now that the Merger has completed, London & Stamford will
operate under a new name, LondonMetric Property Plc
("LondonMetric"), and will remain listed on the London Stock
Exchange. From 28 January 2013, the Company will use the website
www.londonmetric.com and have a new ticker, LMP.L. on the London
Stock Exchange.
Cancellation of shares under the Existing Management Incentive
Termination Agreement
As proposed in the Combined Circular and Prospectus dated 27
November 2012, 4,777,268 Ordinary Shares have been acquired by the
Company from the Former LSI Management Members (other than GEPT)
for a total consideration of GBP8 and will be cancelled, pursuant
to the terms of the Existing Management Incentive Termination
Agreement. GEPT have paid the Company GBP1.91 million, being the
cash equivalent of the shares which would have been acquired by the
Company had they not been disposed of by GEPT.
Total voting rights
Following completion of the Merger and the cancellation of
shares pursuant to the Existing Management Incentive Termination
Agreement, the existing share capital and total voting rights of
the Company will be 716,617,815 Ordinary Shares and this figure
should be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
Company under the FSA's Disclosure and Transparency Rules.
Board changes
Now that the Merger has completed, Raymond Mould and Richard
Crowder have resigned as directors of the Company and Andrew Jones,
Andrew Huntley, Alec Pelmore, Andrew Varley and Philip Watson have
been appointed as directors of the Company. The Board Committees
are constituted as follows:
Audit committee: Humphrey Price (Chairman), Charles Cayzer, Mark
Burton, Alec Pelmore and Andrew Varley.
Remuneration committee: Andrew Huntley (Chairman), James Dean,
Philip Watson and Charles Cayzer.
Nominations committee: Charles Cayzer (Chairman), Patrick
Vaughan, Alec Pelmore and Philip Watson.
Tender offer
As set out in the Combined Circular and Prospectus, a tender
offer circular regarding the proposed return of capital of up to
GBP100 million is expected to be sent to Eligible Shareholders on
31 January 2013.
Interim management statement
The Company intends to release its interim management statement
for the Enlarged Group relating to the period from 1 October 2012
to 30 January 2013 on 31 January 2013.
Capitalised wordsand expressions in this announcementshall,
unless the context provides otherwise, have the same meanings as in
the Scheme Document.
Patrick Vaughan, Executive Chairman, said:
"I am pleased to report the completion of this complex
transaction which reunites an experienced management team with a
proven track record of property success. It has created a larger,
more diverse REIT. We all now look forward to concentrating again
on managing and building a successful property company on behalf of
shareholders. I am very pleased to be working with the new
team."
Andrew Jones, Chief Executive, said:
"Today's announcement represents one of the final administrative
steps towards creating LondonMetric. The new company will have
increased scale, substantial financial resources and access to
broader capital markets. With our deep pool management expertise we
are well positioned to take advantage of emerging opportunities to
drive shareholder value from a growing, diverse portfolio of
assets."
For further information please contact:
LondonMetric Property Plc
Patrick Vaughan
Andrew Jones
Martin McGann +44 (0)20 7484 9000
Kreab Gavin Anderson
Richard Constant
James Benjamin +44 (0)20 7074 1800
FTI Consulting
Stephanie Highett
Dido Laurimore +44 (0)20 7831 3113
Notes to editors:
The Company is a UK-REIT and established to exploit
opportunities that it anticipates in the UK property cycle. The
Company has a highly experienced management team and invests in and
actively manages commercial and residential property, including
retail, office and industrial real estate assets, principally in
the UK, with a property portfolio currently comprising 47 assets,
all of which are located in the UK. It aims to deliver attractive
returns to shareholders through a strategy of increasing income and
improving capital values, and actively recycling capital through
acquisitions and disposals.
LondonMetric is traded on the London Stock Exchange's Main
Market and a member of its group is authorised by the FSA to carry
out certain regulated activities.
Further information on the Company is available today at
www.londonandstamford.com and at www.metricproperty.co.uk and will
be available at www.londonmetric.com from Monday 28 January
2013.
Disclaimer
This document includes statements that are forward-looking in
nature. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company to be materially
different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Any such
forward-looking statements speak only as of the date of this
announcement and the Company does not undertake to update
forward-looking statements to reflect events or circumstances after
that date. Information contained in this announcement relating to
the group should not be relied upon as an indicator of future
performance.
Neither the websites of London & Stamford, Metric or
LondonMetric nor the content of any website accessible from
hyperlinks on such websites (or any other website) is (or is deemed
to be) incorporated into, or forms (or is deemed to form) part of,
this announcement.
Overseas shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of
any jurisdiction other than the United Kingdom should inform
themselves of, and observe, any applicable requirements. Any
failure to comply with the restrictions may constitute a violation
of the securities laws of any such jurisdiction. 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 has been prepared for the purposes of complying with
the laws of England and Wales and the City 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 any jurisdiction outside England and Wales.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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