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 THAT
JURISDICTION
FOR IMMEDIATE
RELEASE
1 August
2024
RECOMMENDED CASH ACQUISITION
OF
LOK'N STORE GROUP PLC ("LOK'NSTORE")
BY
shurgard self storage limited ("shurgard")
Scheme becomes
effective
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 pursuant to which Shurgard will acquire
the entire issued and to be issued ordinary share capital of
Lok'nStore (the "Acquisition"). The Acquisition is being
implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
Capitalised terms used but not defined in this
Announcement have the meanings given to them in the scheme document
published by Lok'nStore on 17 May 2024 containing the full terms
and conditions of the Acquisition (the "Scheme Document").
Further to the announcement on 18 July 2024
that the Court had sanctioned the Scheme, the boards of Shurgard
and Lok'nStore are pleased to announce that, following the delivery
of a copy of the Court Order to the Registrar of Companies today,
the Scheme has become Effective in accordance with its
terms.
Scheme Shareholders on the register of members
of Lok'nStore at 6.00 p.m. on 31 July 2024 will be entitled to
receive 1,110 pence in cash for each Scheme Share held.
Settlement of the consideration to which any
Scheme Shareholder is entitled will be effected by the despatch of
cheques (or other such method approved by the Panel) (for Scheme
Shareholders holding Scheme Shares in certificated form) or the
crediting of CREST accounts (for Scheme Shareholders holding Scheme
Shares in uncertificated form) no later than 14 days after the
Effective Date as set out in the Scheme Document (being 15 August
2024).
In the case of Scheme Shares which have been
issued or transferred pursuant to the exercise of options granted
under the Lok'nStore Share Plans after the making of the Court
Order on 18 July 2024 and prior to the Scheme Record Time, being
6.00 p.m. on 31 July 2024, settlement of the consideration to which
any Lok'nStore Director or employee of the Lok'nStore Group is due
in respect of those Scheme Shares will be effected through
Lok'nStore payroll operated by the relevant employing entity of the
Lok'nStore Group by 15 August 2024, subject to the deduction of any
applicable exercise price, income tax and national insurance
contributions.
Suspension and
cancellation of admission to trading of Lok'nStore
Shares
Trading in Lok'nStore Shares on AIM is expected
to be suspended with effect from 7.30 a.m. today and the
cancellation of admission to trading of Lok'nStore Shares on AIM is
expected to take place at 7.00 a.m. tomorrow.
As a result of the Scheme becoming Effective,
share certificates in respect of Lok'nStore Shares will cease to be
valid documents of title and entitlements to Lok'nStore Shares held
in uncertificated form in CREST are being cancelled.
Board
changes
With effect from today, Andrew Jacobs, Neil
Newman-Shepherd, Raymond Davies, Thomas Lampard, Jeffrey Woyda,
Simon Thomas, Richard Holmes, Charles Peal and Bridget Barker have
resigned from the board of Lok'nStore and Marc Oursin and Ammar
Kharouf have been appointed to the board of Lok'nStore, as
nominated by Shurgard.
Dealing
disclosures
Lok'nStore is no longer in an "offer period" as
defined in the Takeover Code and accordingly the dealing disclosure
requirements previously notified to investors no longer
apply.
General
All references to times in this
announcement are to London times unless
otherwise stated.
If any
of the dates and/or times set out above change, the revised dates
and/or times will be notified to Lok'nStore Shareholders by
announcement through a Regulatory Information Service, with such
announcement being made available on the websites of Lok'nStore and
Shurgard at www.loknstore.co.uk/investors/recommended-cash-offer/
and
https://www.shurgard.com/corporate/investors/acquisitions/loknstore/
respectively.
Enquiries:
Shurgard
|
Shurgard
|
|
Caroline Thirifay
|
+44 75 96
87 57 13
|
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
Shearman Sterling 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.
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.