LondonMetric Regulatory News (LMP)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY RESTRICTED JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

30 May 2019

RECOMMENDED CASH AND SHARE OFFER FOR

A&J MUCKLOW GROUP PLC ("MUCKLOW")

BY

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

Publication of the Scheme Document

On 23 May 2019, the boards of LondonMetric and Mucklow announced they had reached agreement on the terms of a recommended offer pursuant to which LondonMetric would acquire the entire issued and to be issued ordinary share capital of Mucklow (the "Combination"). It is intended that the Combination will be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 which requires the approval of Scheme Shareholders at the Court Meeting and Mucklow Shareholders at the Mucklow General Meeting and the sanction of the Court.

Mucklow is pleased to announce that it is today posting, or otherwise making available, to Mucklow Shareholders a circular in relation to the Combination (the "Scheme Document"), together with Forms of Proxy for the Court Meeting and the Mucklow General Meeting and, for relevant Mucklow Shareholders, a Form of Election relating to the Mix and Match Facility. The Scheme Document sets out, among other things, a letter from the Chairman and Chief Executive of Mucklow, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, notices convening the Court Meeting and the Mucklow General Meeting, an expected timetable of principal events and details of the action to be taken by Mucklow Shareholders.

Mucklow and LondonMetric will also be sending details of the proposals being made to participants in the Mucklow Share Plans to such participants.

Publication of Combined Circular and Prospectus

LondonMetric will also publish a combined circular and prospectus in relation to the Combination and the New LondonMetric Shares to be issued in respect of the Combination, which includes information about the Combined Group (the "Combined Circular and Prospectus"). The LondonMetric Directors are responsible for the Combined Circular and Prospectus, which has been approved by the Financial Conduct Authority. LondonMetric Shareholders (but not Mucklow Shareholders) will receive the Combined Circular and Prospectus (including a notice of the LondonMetric General Meeting) and a form of proxy for use at the LondonMetric General Meeting in hard copy form.

The Combined Circular and Prospectus will be available later today (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on LondonMetric's website at www.londonmetric.com and on Mucklow's website at www.mucklow.com. Mucklow Shareholders are advised to read the Combined Circular and Prospectus when it becomes available as it contains important information relating to the New LondonMetric Shares and the Combined Group.

Action Required

As described in the Scheme Document, the Scheme is subject to the Conditions. To become Effective, the Scheme requires, among other things, that the majority in number of the Scheme Shareholders present and voting (and entitled to vote) either in person or by proxy, representing not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders vote in favour of the Scheme at the Court Meeting and the passing of the Special Resolution at the Mucklow General Meeting. The Court Meeting and the Mucklow General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 11.00 a.m. and 11.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned), respectively, on 20 June 2019 at the offices of Addleshaw Goddard LLP, at Milton Gate, 60 Chiswell Street, London EC1Y 4AG.

The Mucklow Directors, who have been so advised by Numis as to the financial terms of the Combination, consider the terms of the Combination to be fair and reasonable. In providing advice to the Mucklow Directors, Numis has taken into account the commercial assessments of the Mucklow Directors.

Accordingly, the Mucklow Directors unanimously recommend that Mucklow Shareholders vote in favour of the Scheme at the Court Meeting and the Special Resolution to be proposed at the Mucklow General Meeting as the Mucklow Directors who hold, or are otherwise beneficially interested in, Mucklow Ordinary Shares have irrevocably undertaken to do in respect of the beneficial holdings which are under their control of, in aggregate, 455,170 Mucklow Ordinary Shares representing approximately 0.72 per cent. of the ordinary share capital of Mucklow in issue on the Last Practicable Date.

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of opinion of the Scheme Shareholders. You are therefore strongly urged to complete, sign and return your Forms of Proxy or make an electronic appointment of a proxy or submit a proxy vote via CREST as soon as possible. You should note that if there is insufficient Scheme Shareholder support for the Scheme at the Court Meeting, the Scheme will not become Effective. Instructions in relation to voting and the completion of both Forms of Proxy are included in the Scheme Document.

Subject to the approval of the Scheme Shareholders at the Court Meeting and Mucklow Shareholders at the Mucklow General Meeting, the satisfaction or waiver of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court, the Scheme is expected to become Effective on 27 June 2019. The expected timetable of principal events is set out below in this announcement. The Scheme Document will be made available (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Mucklow's website (www.mucklow.com) up to and including the end of the Offer Period. The contents of such website are not incorporated into, and do not form part of, this announcement.

Mucklow Shareholders should read carefully the whole of the Scheme Document and the Combined Circular and Prospectus (including any documents incorporated into the Scheme Document and/or the Combined Circular and Prospectus by reference), together with the accompanying Forms of Proxy and Form of Election. The Combined Circular and Prospectus will also be available on LondonMetric's website at www.londonmetric.com and Mucklow's website at www.mucklow.com (in each case, subject to any restrictions relating to persons resident in Restricted Jurisdictions).

For information purposes only, the Scheme Document will also be sent, or made available, to holders of Mucklow Preference Shares, persons with information rights and holders of options and awards granted under the Mucklow Share Plans.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The Court Meeting and the Mucklow General Meeting will each be held at the offices of Addleshaw Goddard LLP, Milton Gate, 60 Chiswell Street, London, EC1Y 4AG.

(1) These times and dates are indicative only and will depend, among other things, on the date on which the Conditions are satisfied or, if capable of waiver, waived and therefore the date on which the Court sanctions the Scheme (which may not be the same day on which the Court hears Mucklow's application). The timetable is also dependent on when the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. Mucklow will give notice of any change(s) to the above timetable by issuing an announcement through a Regulatory Information Service and by publishing such changes on Mucklow's website at www.mucklow.com and, if required by the Panel, by posting notice of the change(s) to Mucklow Shareholders and persons with information rights.

(2) It is requested that BLUE Forms of Proxy for the Court Meeting be lodged before 11.00 a.m. on 18 June 2019 or, if the Court Meeting is adjourned, not later than 48 hours before the time appointed for the holding of the adjourned meeting (excluding any part of a day which is not a Business Day). However, BLUE Forms of Proxy not so lodged may be handed to a representative of Link Asset Services or the Chairman of the Court Meeting at the Court Meeting before the taking of the poll.

(3) WHITE Forms of Proxy for the Mucklow General Meeting must be lodged before 11.15 a.m. on 18 June 2019 in order to be valid or, if the Mucklow General Meeting is adjourned, not later than 48 hours before the time appointed for the holding of the adjourned meeting (excluding any part of a day which is not a Business Day). WHITE Forms of Proxy cannot be handed to a representative of Link Asset Services or the Chairman of the Mucklow General Meeting at the Mucklow General Meeting.

(4) If either of the Court Meeting or the Mucklow General Meeting is adjourned, the Voting Record Time for the relevant adjourned meeting will be 10.00 p.m. on the date which is two days immediately preceding the date fixed for the adjourned meeting (excluding any day which is not a Business Day).

(5) Or as soon thereafter as the Court Meeting has been concluded or adjourned, if later.

(6) This date may be extended to such date as Mucklow and LondonMetric may, with the consent of the Panel, agree and the Court (if required) may allow.

All references in this announcement are to times are to times in London, unless otherwise stated.

Shareholder Helpline

If you have any questions relating to this announcement (or any information incorporated by reference into this announcement), the Court Meeting, the Mucklow General Meeting or the completion and return of the Forms of Proxy or the Form of Election, please telephone Link Asset Services on +44 (0)371 664 0321 from within the UK or, if calling from outside the UK, on +44 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. (London time) to 5.30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Combination nor give any financial, legal or tax advice.

Enquiries

Important notices

You should read this announcement and the Scheme Document and if you are in any doubt as to the action you should take, consult an independent financial adviser. In making any investment decision you must rely on your own examination of the terms of the Scheme and the Combination, including the merits and risks involved. If you have any questions about the Scheme Document, the Court Meeting or the Mucklow General Meeting or are in any doubt as to how to complete the Forms of Proxy or Form of Election, please contact Link Asset Services on the number set out above.

Information for overseas persons

The release, publication or distribution of this announcement and the Scheme Document in certain jurisdictions other than the United Kingdom may be restricted by law and/or regulation. Persons who are not resident in the United Kingdom or who are subject to the laws and/or regulations of other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Combination or to vote their Scheme 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 or a Form of Election, 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 these applicable 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 Combination disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by LondonMetric or required by the Takeover Code, and permitted by applicable law and regulation, participation in the Combination 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 Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documents relating to the Combination 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 the Scheme Document and all documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported vote in respect of the Combination. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward the Scheme Document and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the New LondonMetric Shares under the Combination to Scheme Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements.

Further details in relation to Overseas Holders are contained in the Scheme Document.

Notice to US investors in Mucklow

The Combination relates to the securities of an English company with a listing on the London Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under English law. 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 Scheme is subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on the London Stock Exchange, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. If in the future LondonMetric exercises its right to implement the Combination by way of a Takeover Offer, such Takeover Offer will be made in compliance with all applicable laws and regulations, including, without limitation, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder, and subject, in the case of participation by Mucklow Shareholders resident in the United States, to the availability of an exemption (if any) from the registration requirements of the US Securities Act and of the securities laws of any state or other jurisdiction of the United States. Such Takeover Offer would be made by LondonMetric and no one else. In addition to any such Takeover Offer, LondonMetric, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Mucklow outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the FCA and will be available on the London Stock Exchange website: http://www.londonstockexchange.com/.

The financial information included in this announcement and other documentation related to the Combination has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

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. Mucklow Shareholders (whether or not US persons) who are or will be affiliates of LondonMetric or Mucklow prior to, or of the Combined Group after, the Effective Date will be subject to certain US transfer restrictions relating to the New LondonMetric Shares received pursuant to the Scheme as will be further described in the Scheme Document.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10) thereunder, Mucklow will advise the Court through its English counsel that its sanctioning of the Scheme will be 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 Mucklow Shareholders.

None of the securities referred to in this announcement have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Combination or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

US Shareholders 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 Shareholders are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Combination applicable to them.

It may be difficult for US Shareholders to enforce their rights and claims arising out of the US federal securities laws since LondonMetric and Mucklow are organized 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, jurisdictions other than the United States. US Shareholders 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 Shareholders 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 judgment.

Further details in relation to US Shareholders are contained in the Scheme Document.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), any oral statements made by LondonMetric or Mucklow in relation to the Combination and other information published by LondonMetric or Mucklow, may contain statements about LondonMetric, Mucklow and the Combined Group 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", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", "hopes", "continues", "would", "could", "should", 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; and (ii) business and management strategies and the expansion and growth of LondonMetric's or Mucklow's or the Combined Group's operations and potential synergies resulting from the Combination.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and/or operations of LondonMetric, Mucklow or the Combined Group and are based on certain assumptions and assessments made by LondonMetric and Mucklow in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate.

Except as expressly provided, they have not been reviewed by the auditors of LondonMetric or Mucklow. Although it is believed that the expectations reflected in such forward looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place reliance on these forward looking statements which speak only as at the date thereof. Neither Mucklow nor LondonMetric, nor any of their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise) except as required by applicable law (including as required by the Takeover Code, the Listing Rules and the Disclosure Guidance and Transparency Rules).

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business acquisitions or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

No member of LondonMetric or Mucklow, nor any of their respective associates, 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.