TIDMMKLW TIDMLMP
RNS Number : 7128D
Mucklow(A.& J.)Group PLC
27 June 2019
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
27 June 2019
RECOMMED 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
Scheme of Arrangement becomes Effective
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) to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the Scheme).
Earlier today, Mucklow announced that the Court had made an
order sanctioning the Scheme (the Court Order) at the Court Hearing
held this morning.
The boards of directors of Mucklow and LondonMetric are pleased
to announce that, following delivery of the Court Order to the
Registrar of Companies today, all conditions to the Scheme have
been satisfied or waived and the Scheme has now become Effective in
accordance with its terms as set out in the scheme document sent to
Mucklow Shareholders on 30 May 2019 (the Scheme Document).
Settlement of Offer Consideration
Scheme Shareholders on Mucklow's register of members at the
Scheme Record Time, being 6.00 p.m. on 26 June 2019, will be
entitled to receive 204.5 pence in cash and 2.19 New LondonMetric
Shares for each Mucklow Ordinary Share held at the Scheme Record
Time subject to any variation to the cash and share consideration
made pursuant to the Mix and Match Facility.
The Offer Consideration will be settled within 14 days of
today.
Results of the Mix and Match Facility
Valid Share Elections in respect of 12,901,883 Mucklow Ordinary
Shares, representing approximately 20.38 per cent. of the aggregate
number of Scheme Shares, and valid Cash Elections in respect of
12,652,446 Mucklow Ordinary Shares, representing approximately
19.99 per cent. of the aggregate number of Scheme Shares, were made
by Mucklow Shareholders. The ability to satisfy the Share Elections
and Cash Elections was dependent upon other Mucklow Shareholders
making offsetting elections. As a result of all valid Mix and Match
Elections, Mucklow's Shareholders who have made valid Share
Elections will be met in full. However, Mucklow Shareholders who
have made valid Cash Elections will be scaled back and will be
satisfied as to approximately 0.637634592466255 of their
election.
Mucklow Shareholders who did not make valid Cash Elections or
valid Share Elections or who did not participate in the Mix and
Match Facility will receive the default Offer Consideration.
Cancellation of trading and admission of Mucklow Ordinary
Shares
The cancellation of admission to trading of Mucklow Ordinary
Shares on the London Stock Exchange's main market for listed
securities and the cancellation of the admission of the Mucklow
Ordinary Shares to the Premium Segment of the Official List will
take effect no later than 8.00 a.m. tomorrow, 28 June 2019.
Admission of the New LondonMetric Shares
To satisfy the Offer Consideration, an application has been made
for the admission of 138,615,684 New LondonMetric Shares to the
Premium Segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities, expected to
take place on or around 8.00 a.m. tomorrow, 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:
LondonMetric Property Plc +44 (0) 20 7484 9000
Andrew Jones, Chief Executive
Martin McGann, Finance Director
Gareth Price, Investor Relations
Peel Hunt (Sponsor, Joint Financial Adviser and Joint Broker
to LondonMetric) +44 (0) 20 7418 8900
Carl Gough
Capel Irwin
Michael Nicholson
Harry Nicholas
J.P. Morgan Cazenove (Joint Financial Adviser and Joint
Broker
to LondonMetric) +44 (0) 20 7742 4000
Bronson Albery
Paul Hewlett
Tara Morrison
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
FTI Consulting (PR Advisers) +44 (0) 20 3727 1000
Dido Laurimore
Richard Gotla
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.
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove, is authorised by the
Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the United Kingdom and is acting
for LondonMetric and no one else in connection with the Combination
and the matters set out in this announcement. In connection with
such matters, J.P. Morgan Cazenove, its affiliates and their
respective partners, directors, officers, employees and agents will
not regard any person other than LondonMetric as their client, nor
will they be responsible to anyone other than LondonMetric for
providing the protections afforded to their clients or for
providing advice in relation to the Combination, the contents of
this announcement or any other matter referred to in this
announcement.
Peel Hunt LLP is authorised and regulated by the FCA and is
acting for LondonMetric and no one else in connection with the
Combination and the matters set out in this announcement. In
connection with such matters, Peel Hunt, its affiliates and their
respective directors, officers, employees and agents will not
regard any person other than LondonMetric as their client, nor will
they be responsible to anyone other than LondonMetric for providing
the protections afforded to their clients or for providing advice
in relation to the Combination, the contents of this announcement
or any other matter referred to in this announcement.
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.
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.
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.
LondonMetric 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.
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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
SOAGMGZVKNDGLZM
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June 27, 2019 11:06 ET (15:06 GMT)
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