TIDMMETP TIDMLSP
RNS Number : 3251W
Metric Property Investments PLC
24 January 2013
The following amendment has been made to the Merger Update
announcement on 24 January 2013 at 12.10 under RNS No 3036W12.
It was incorrectly stated that "fractions of New Ordinary Shares
will not be allotted, but will be aggregated and sold in the market
and the net proceeds of such sales will be paid in cash to such
Scheme Shareholders entitled thereto in accordance with their
fractional entitlements." In fact, no fractions of New Ordinary
Shares shall be allotted to any Scheme Shareholders in accordance
with the terms of the Scheme.
All other details remain unchanged.
The full amended text is shown below.
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
24 January 2013
FOR IMMEDIATE RELEASE
RECOMMENDED ALL-SHARE MERGER OF
LONDON & STAMFORD PROPERTY PLC ("LONDON & STAMFORD")
and
METRIC PROPERTY INVESTMENTS PLC ("METRIC")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
COURT SANCTION OF THE SCHEME AND CONFIRMATION OF THE CAPITAL
REDUCTION
The Board of Metric is pleased to announce that on 24 January
2013 the Court sanctioned the Scheme and confirmed the Capital
Reduction required to effect the recommended merger of Metric and
London & Stamford (to be renamed LondonMetric Property plc).
The Scheme and its implementation were approved by Metric
Shareholders on 21 December 2012.
It is expected that the Scheme will become effective on 25
January 2013 following registration of an office copy of the Court
Order by the Registrar of Companies which is expected to occur
later today.
The listing of Metric Shares on the Official List and trading on
the Main Market of the London Stock Exchange, which was suspended
with effect from 7:30 a.m. today, is expected to be cancelled at
the request of Metric Property Investments plc, with effect from
commencement of business on 28 January 2013.
Upon completion of the transaction, holders of Metric Shares
will be entitled to receive 0.94 of a London & Stamford Share
for each Metric Share held at the Scheme Record Time (6.00 p.m. on
23 January 2013). No fractions of New Ordinary Shares shall be
allotted to any Scheme Shareholders, and all fractions to which
Scheme Shareholders would have become entitled shall be
disregarded.
The New Ordinary Shares are expected to be admitted to listing
on the Official List and to trading on the London Stock Exchange's
main market at 8:00 a.m. on 28 January 2013.
The expected timetable of remaining principal events is as
follows:
-- Effective Date of the Scheme on 25 January 2013
-- Cancellation of Metric's admission to trading on the London
Stock Exchange's Main Market for Listed Securities and cessation of
dealings in Metric Shares on 28 January 2013
-- New Ordinary Shares to be issued on 28 January 2013
-- Admission of the New Ordinary Shares to the Official List and
commencement of dealings in New Ordinary Shares on the London Stock
Exchange 8.00 a.m. on 28 January 2013
-- CREST member's accounts credited in respect of New Ordinary
Shares in uncertificated form as soon as possible after 8.00 a.m.
on 28 January 2013
-- Launch of the Tender Offer and publication and posting of the
Tender Offer Document by 31 January 2013
-- Latest date of despatch of share certificates for New
Ordinary Shares on or by 4 February 2013
-- Long-stop date, being the date by which the Scheme must be implemented 31 March 2013
Each of the times and dates in the expected timetable are
indicative only and may be extended or brought forward without
further notice. If any of the above times and/or dates change, the
revised time(s) and/date(s) will be notified to Shareholders by an
announcement through a Regulatory Information Service provider.
All reference to times are to London times.
Capitalised terms in this announcement shall have the meaning
given to them in the circular published by Metric on 27 November
2012 unless expressly stated otherwise.
Enquiries:
Metric Property Investments plc
Andrew Jones - Chief Executive
Sue Ford - Finance Director +44 (0)20 7129 7000
J.P. Morgan Cazenove
(financial adviser and joint corporate broker to Metric)
Robert Fowlds
Bronson Albery +44 (0)20 7742 4000
Oriel Securities
(joint corporate broker to Metric)
Mark Young +44 (0)20 7710 7600
FTI Consulting
(PR adviser to Metric)
Stephanie Highett
Dido Laurimore +44 (0)20 7831 3113
J.P. Morgan Limited, which conducts its UK investment banking
business as J.P. Morgan Cazenove, which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is
acting exclusively for Metric and no one else in connection with
the Merger, and will not be responsible to anyone other than Metric
for providing the protections afforded to clients of J.P. Morgan
Cazenove or for providing advice in connection with the Merger or
any matter or arrangement referred to herein. Neither J.P Morgan
Cazenove nor any of its subsidiaries, branches or 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 J.P
Morgan Cazenove in connection with this announcement, any statement
contained herein or otherwise.
Oriel Securities, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting
exclusively for Metric and no one else in connection with the
Merger, and will not be responsible to anyone other than Metric for
providing the protections afforded to clients of Oriel Securities
or for providing advice in connection with the Merger or any matter
or arrangement referred to herein. Neither Oriel Securities nor any
of its subsidiaries, branches or 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 Oriel Securities in connection
with this announcement, any statement contained herein or
otherwise.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of an offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of an offer to buy any
securities, pursuant to the Merger or otherwise. The Merger will be
made solely by means of the Scheme Document which will contain the
full terms and conditions of the Merger, including details of how
to vote in respect of the Scheme.
The statements contained in this announcement are made as at the
date of this announcement, unless some other time is specified in
relation to them. Nothing contained in this announcement shall be
deemed to be a forecast, projection or estimate of the future
financial performance of Metric or the Metric Group or London &
Stamford or the London & Stamford Group except where otherwise
stated.
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.
The Merger relates to shares of two UK companies and is proposed
to be effected by means of a scheme of arrangement under the laws
of England and Wales. Accordingly, the New Ordinary Shares to be
issued pursuant to the Merger will not be registered under the
United States Securities Act of 1933, as amended (the "US
Securities Act"), or the laws of any state of the United States but
will be issued in reliance on the exemption provided by Section
3(a)(10) of the US Securities Act and exemptions provided under the
laws of each state of the United States in which Eligible
Shareholders (subject to certain exceptions) reside. In addition,
since neither London & Stamford nor Metric have any securities
registered under Section 12 of the United States Securities
Exchange Act of 1934, as amended (the "US Exchange Act"), and both
London & Stamford and Metric qualify as "foreign private
issuers" as defined in Rule 3b-4 under the US Exchange Act, the
solicitation of proxies in connection with the Scheme of
Arrangement is not subject to the proxy solicitation or tender
offer rules under the US Exchange Act and is instead subject to the
disclosure requirements, rules and practices applicable in the
United Kingdom to schemes of arrangement, which differ from the
requirements of US proxy solicitation or tender offer rules or the
laws of other jurisdictions outside the United Kingdom. Financial
information included in this announcement has been prepared, unless
specifically stated otherwise, in accordance with IFRS and thus may
not be comparable to the financial information of US companies or
companies whose financial
statements are prepared in accordance with generally accepted
accounting principles in the US.
Unless otherwise determined by London & Stamford or required
by the City Code, and permitted by applicable law and regulation,
the Merger will 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 Merger 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.
Accordingly, copies of this announcement and all documents relating
to the Merger 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 Merger (including
custodians, nominees and trustees) must not mail or otherwise
distribute or send them in, into or from such jurisdictions where
to do so would violate the laws in that jurisdiction. The Merger
(unless otherwise permitted by applicable law and regulation) will
not be made, directly or indirectly, in or into, or by the use of
the mails, or by any means of instrumentality (including without
limitation, telephonically or electronically) of interstate or
foreign commerce of, or any facilities of a national securities
exchange of any Restricted Jurisdiction, and the Merger will not be
capable of acceptance from or within any Restricted
Jurisdiction.
The availability of the New Ordinary Shares to Metric
Shareholders who are not resident in the United Kingdom pursuant to
the Merger may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not
resident in the United Kingdom should inform themselves of, and
observe, any applicable requirements.
Forward looking statements
This announcement contains statements about London &
Stamford and Metric that are or may 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", "projects" 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 London & Stamford or
Metric's operations and potential synergies resulting from the
Merger; and (iii) the effects of government regulation on London
& Stamford or Metric's respective businesses.
Such forward looking statements involve 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. 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 hereof. London &
Stamford and Metric disclaim any obligation to update any forward
looking or other statements contained herein, except as required by
applicable law. Except as expressly provided in this announcement,
no forward looking or other statements have been reviewed by the
auditors of London & Stamford or Metric. All subsequent oral or
written forward looking statements attributable to London &
Stamford or Metric or any of their respective members, directors,
officers or employees or any persons acting on their behalf are
expressly qualified in their entirety by the cautionary statement
above. Should one or more of these risks or uncertainties
materialise, or should underlying assumptions prove incorrect,
actual results may vary materially from those described in this
announcement.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested
in one per cent. or more of any class of relevant securities of an
offeree company or of any paper 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 paper
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 paper 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. (London time) on the 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any paper offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested in one per cent. or more of any class of
relevant securities of the offeree company or of any paper offeror
must make a Dealing Disclosure if the person deals in any relevant
securities of the offeree company or of any paper 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 paper offeror, 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. (London time) 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 paper
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.
This announcement should be read in conjunction with the full
text of this Scheme Document. The Merger will be subject to the
Conditions and further terms set out in the Scheme Document.
Please be aware that addresses, electronic addresses and certain
information provided by MetricShareholders, persons with
information rights and other relevant persons for the receipt of
communications from Metric may be provided to London & Stamford
during the Offer Period as requested under Section 4 of Appendix 4
of the City Code to comply with Rule 2.12(c).
Publication on website and availability of hard copies
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Metric's website at
www.metricproperty.co.uk, respectively, by no later than 12.00 p.m.
on the Business Day following this announcement. Neither the
contents of Metric's website, nor those of any other website
accessible from hyperlinks on Metric's website, are incorporated
into or form part of this announcement.
You may request a hard copy of this announcement (and any
information incorporated by reference in this announcement) by
writing to Computershare Investor Services plc at The Pavilions,
Bridgwater Road, Bristol, BS99 6ZZ or by calling 0870 889 3147 (or,
if calling from outside the UK, on +44 870 889 3147). Calls cost
approximately 8 pence per minute plus network extras, lines are
open 9.00 a.m. - 5.30 p.m. Monday to Friday). It is important that
you note that unless you make such a request, a hard copy of this
announcement and any such information incorporated by reference in
it will not be sent to you. You may also request that all future
documents, announcements and information to be sent to you in
relation to the Merger should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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