20 Jun 2019 13:50
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
20 June 2019
RECOMMENDED CASH AND SHARE OFFER BY
LONDONMETRIC PROPERTY PLC
for the entire issued and to be issued ordinary share capital of
A&J MUCKLOW GROUP PLC
to be effected by means of a scheme of arrangement under
Part 26 of the Companies Act 2006
Results of the Court Meeting and Mucklow General Meeting
On 23 May 2019, the boards of A&J Mucklow Group plc (Mucklow) and LondonMetric Property plc (LondonMetric) announced that they had reached agreement on the terms of a recommended cash and share offer by LondonMetric for the entire issued and to be issued ordinary share capital of Mucklow (the Combination). The Combination is being implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme).
The board of Mucklow is pleased to announce that at the Court Meeting and the Mucklow General Meeting held earlier today in connection in connection with the Combination:
· the Scheme was approved by the requisite majority of Scheme Shareholders at the Court Meeting; and
· the requisite majority of Mucklow Shareholders voted to pass the Special Resolution to, amongst others, implement the Scheme at the Mucklow General Meeting.
Details of the resolutions passed are set out in the notices of the Court Meeting and Mucklow General Meeting contained in the scheme document dated 30 May 2019 sent to, amongst others, Mucklow Shareholders (the Scheme Document).
The detailed voting results in relation to the Court Meeting and the Mucklow General Meeting are summarised below.
Court Meeting
At the Court Meeting a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.89 per cent. by value of those Scheme Shareholders who voted, voted in favour of the resolution to approve the Scheme. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time. Voting at the Court Meeting was conducted by way of a poll.
Details of the votes cast were as follows:
| Number of Scheme Shareholders voted | % of Scheme Shareholders who voted | Number of Scheme Shares voted | % of Scheme Shares voted | Number of Scheme Shares voted as a % of the total issued ordinary share capital |
For | 195 | 93.3 | 44,185,855 | 99.89 | 69.81 |
Against | 14 | 6.7 | 46,609 | 0.11 | 0.07 |
Total | 209 | - | 44,232,464 | - | 69.88 |
Mucklow General Meeting
At the Mucklow General Meeting the Special Resolution to implement the Scheme, including the adoption of new articles of association of Mucklow, was duly passed. Each Mucklow Shareholder, present in person or by proxy, was entitled to one vote per Mucklow Ordinary Share held at the Voting Record Time. Voting at the Mucklow General Meeting was conducted by way of a poll.
The voting results for the Mucklow General Meeting were as follows:
| Number of Mucklow Ordinary Shares Voted | % of Mucklow Ordinary Shares Voted |
For | 40,318,183 | 99.88 |
Against | 47,129 | 0.12 |
Withheld* | 7,188 | - |
Total | 40,372,500 | - |
* A vote withheld is not a vote in law and counts neither "For" nor "Against" the Special Resolution.
Next Steps
As announced by LondonMetric, LondonMetric Shareholders passed the LondonMetric Shareholder Resolution required to implement the Combination at the LondonMetric General Meeting held earlier today. Completion of the Combination remains subject to the sanction by the Court of the Scheme at the Court Hearing. The expected timetable of principal events for the implementation of the Scheme is set out on page 1 of the Scheme Document.
As described in detail in the Scheme Document, the Court Hearing (to sanction the Scheme) is expected to take place on 27 June 2019 and the Scheme is expected to become Effective on the same day, although these and each of the subsequent dates set out in this timetable could be subject to change.
It is expected that the trading of Mucklow Ordinary Shares on the London Stock Exchange's main market for listed securities will be suspended with effect from around 7.30 a.m. on 27 June 2019 followed by the cancellation of the admission to trading to the London Stock Exchange's main market for listed securities and cancellation of the admission of the Mucklow Ordinary Shares to the Premium Segment of the Official List with effect from 8.00 a.m. on 28 June 2019.
Other
If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Mucklow Shareholders by announcement through a Regulatory Information Service. Such announcement will, subject to certain restrictions relating to persons in Restricted Jurisdictions, also be available on Mucklow's website at www.mucklow.com and LondonMetric's website at www.londonmetric.com.
Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.
All times set out in this announcement are London times unless otherwise stated.
Enquiries:
A&J Mucklow Group Plc +44 (0) 121 550 1841
Rupert Mucklow, Chairman and Chief Executive
David Wooldridge, Finance Director
Numis (Financial Adviser to Mucklow) +44 (0) 20 7260 1000
Heraclis Economides
George Fry
Alasdair Abram
Stifel Nicolaus Europe Limited (Joint Broker to Mucklow) +44 (0) 207 710 7600
Mark Young
Tom Yeadon
Arden Partners plc (Joint Broker to Mucklow) +44 (0) 207 614 5900
Steven Douglas
James Reed-Daunter
Important notices
Numis Securities Limited is authorised and regulated by the FCA in the United Kingdom. Numis is acting as financial adviser and corporate broker to Mucklow and for no one else in connection with the Combination and the matters set out in this document and will not be responsible to anyone other than Mucklow for providing the protections afforded to clients of Numis, nor for providing advice in relation to the Combination, this announcement or any transaction, arrangement or other matter referred to herein.
Stifel Nicolaus Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker exclusively for Mucklow and no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than Mucklow for providing the protections afforded to clients of Stifel, nor for providing advice in relation to any matter referred to in this announcement.
Arden Partners plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker exclusively for Mucklow and no-one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to such matters and will not be responsible to anyone other than Mucklow for providing the protections afforded to clients of Arden, nor for providing advice in relation to any matter referred to in this announcement.
Important notices
This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange and the Takeover 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 and regulations of any other jurisdictions.
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 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, at which hearing all such shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all such 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.
Publication on a website
This announcement and the documents required to be published pursuant to Rule 26 of the Takeover Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on LondonMetric's website at www.londonmetric.co.uk and on Mucklow's website at www.mucklow.com promptly.
Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Request for hard copies
Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a copy of this announcement and any information incorporated into it by reference to another source in hard copy form. A person may also request that all future documents, announcements and information to be sent to that person in relation to the Combination should be in hard copy form.
Mucklow Shareholders may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Link Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling Link Asset Services on +44 (0)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 am - 5.30 pm, Monday to Friday excluding public holidays in England and Wales. Please note that Link Asset Services cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. 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 Combination should be in hard copy form.
A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at www.londonmetric.com and www.mucklow.com by no later than 12 noon (London time) 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 on LondonMetric's website (or any other website) is incorporated into, or forms part of, this announcement.
The Combination is subject to the provisions of the Takeover Code.