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 SUCH
JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON
PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR
IMMEDIATE RELEASE
18 July 2023
RECOMMENDED
ALL-SHARE OFFER
FOR
CT
PROPERTY TRUST LIMITED ("CTPT")
BY
LONDONMETRIC
PROPERTY PLC ("LONDONMETRIC")
to
be effected by a Court-sanctioned scheme of arrangement under Part
VIII of the Companies Law of Guernsey
RESULTS OF COURT MEETING AND GENERAL
MEETING
The Board
of CTPT is pleased to announce that, at the Court Meeting and the
General Meeting held earlier today in connection with the
recommended all-share offer for CTPT by LondonMetric (the
"Acquisition"),
all resolutions were duly passed with over 98 per cent. support
from shareholders who voted on each resolution. In
particular:
-
the
resolution to approve the Scheme was passed at the Court Meeting by
the requisite majority of Scheme Shareholders; and
-
the
special resolution to authorise the CTPT directors to take all such
action as they may consider necessary, desirable or appropriate for
carrying the Scheme into full effect, including the amendment of
CTPT's articles of incorporation, was passed at the General Meeting
by the requisite majority of CTPT Shareholders.
Full
details of the resolutions passed are set out in the notices of the
Court Meeting and the General Meeting contained in Part 11 and Part
12 of the scheme document published and posted to CTPT Shareholders
on 19 June 2023 (the
"Scheme
Document").
As
previously announced, the boards of CTPT and LondonMetric reached
agreement on the terms of the Acquisition on 24 May 2023, pursuant to which LondonMetric will
acquire the entire issued and to be issued share capital of CTPT.
As set out in the Scheme Document, it is intended that the
Acquisition will be effected by means of a Court-sanctioned scheme
of arrangement under Part VIII of the Companies Law of
Guernsey.
Completion
of the Acquisition remains subject to the satisfaction or (where
applicable) waiver of the remaining Conditions and further terms
set out in the Scheme Document, including the Court sanctioning the
Scheme at the Sanction Hearing. The Sanction Hearing is expected to
take place on 7 August 2023 with the
Scheme becoming effective on the same date.
Voting
results of the Court Meeting
The table
below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder present in person or by proxy was entitled to
one vote per Scheme Share held at the Voting Record Time. The total
number of Scheme Shares in issue at the Voting Record Time was
232,130,539. Consequently, the total number of voting rights in
Scheme Shares at the Voting Record Time, and therefore for the
purposes of the Court Meeting, was 232,130,539.
Results of
Court Meeting
|
Scheme
Shares voted
|
Scheme
Shareholders who voted***
|
No. of
Scheme Shares voted as a % of the Scheme Shares eligible to be
voted at the Court Meeting
|
Number
|
%**
|
Number***
|
%**
|
FOR*
|
97,443,313
|
99.04
|
122
|
100.00
|
41.98
|
AGAINST
|
940,007
|
0.96
|
8
|
6.56
|
0.40
|
TOTAL
|
98,383,320
|
100.00
|
122
|
100.00
|
42.38
|
*Includes
discretionary votes.
**Rounded
to two decimal places.
***Where
a Scheme Shareholder has cast some of their votes "for" and some of
their votes "against" the resolution, such Scheme Shareholder has
been counted as having voted both "for" and "against" the
resolution for the purposes of determining the number of Scheme
Shareholders who voted as set out in this column.
Voting
results of the General Meeting
The table
below sets out the results of the poll at the General Meeting. Each
CTPT Shareholder present in person or by proxy was entitled to one
vote per CTPT Share held at the Voting Record Time. The total
number of CTPT Shares in issue at the Voting Record Time was
240,705,539, of which 8,575,000 were held as Treasury Shares.
Consequently, the total number of voting rights in CTPT at the
Voting Record Time, and therefore for the purposes of the General
Meeting, was 232,130,539.
Results of
General Meeting
|
VOTES
FOR*
|
VOTES
AGAINST
|
TOTAL
VOTES
|
VOTES
WITHHELD***
|
Number
|
% of
shares voted **
|
Number
|
% of
shares voted
**
|
Number
|
% of
issued share capital
**
|
Number
|
Special
Resolution to authorise the CTPT directors to take all such action
as they may consider necessary, desirable or appropriate for
carrying the Scheme into full effect including the amendment of
CTPT's articles of incorporation.
|
96,702,358
|
98.95
|
1,027,686
|
1.05
|
97,730,044
|
42.10
|
197,632
|
*
Includes discretionary votes.
**
Rounded to two decimal places.
*** A
vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' the
Resolution.
A copy of
the Resolution passed at the General Meeting will be submitted
today to the National Storage Mechanism and will be available for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Expected
Timetable
The
outcome of today's meetings means that Conditions 2(a) and 2(b) (as
set out in Part A of Part 4 of the Scheme Document) have been
satisfied. Completion of the Acquisition remains subject to the
satisfaction or (where applicable) waiver of the remaining
Conditions and further terms set out in the Scheme Document,
including the Court sanctioning the Scheme at the Sanction
Hearing.
The
expected timetable of principal events for the implementation of
the Scheme remains as set out on page 9 of the Scheme Document and
is also set out below.
These
dates and times are indicative only, may be subject to change
(including as a result of changes to the Court timetable and, in
particular, if an earlier date becomes available for the Court
hearing to sanction the Scheme) and will depend, amongst other
matters, on the date upon which: (i) the remaining Conditions are
satisfied or (where applicable) waived; and (ii) the Court
sanctions the Scheme. Subject to the Scheme being sanctioned by the
Court, the Scheme is currently expected to become Effective on or
around 7 August 2023.
CTPT will
give notice of any change(s) to this indicative timetable by
issuing an announcement through a Regulatory Information Service
and, if required by the Panel, posting notice(s) of the change(s)
to CTPT Shareholders and persons so entitled. All Scheme
Shareholders have the right to attend the Sanction
Hearing.
Event
|
Time
and/or date
|
Last day
of dealings in, and for registration of transfers of, and
disablement in CREST of, CTPT Shares
Scheme
Record Time
Suspension
of listing of CTPT Shares on the premium listing segment of the
Official List and from trading on the Main Market
Court
hearing to sanction the Scheme
|
4 August
2023(1)
6.00 p.m.
on 4 August 2023
7.30 a.m.
on 7 August 2023
7 August
2023(2)
|
Effective
Date of the Scheme
|
7
August 2023
|
Cancellation
of listing of, and trading in, the CTPT Shares
|
by no
later than 8.00 a.m.
on 8
August 2023
|
New
LondonMetric Shares issued to Scheme Shareholders
|
by 8.00
a.m. on 8 August 2023
|
Admission
and commencement of dealings in New LondonMetric Shares
|
at or
shortly after 8.00 a.m. on 8 August 2023
|
CREST
accounts of Scheme Shareholders credited with New LondonMetric
Shares
|
at
or shortly after 8.00 a.m. on 8
August 2023 but no later than 21 August 2023
|
Despatch
of share certificates for New LondonMetric Shares (in respect of
Scheme Shares held in certificated form)
|
no later
than 21 August 2023
|
Long Stop
Date
|
24
November 2023(3)
|
Notes:
(1) CTPT
Shares will be disabled in CREST from 6.00
p.m. on such date.
(2)
A copy of
the order of the Court which sanctions the Scheme must be filed
with the Guernsey Registry within seven days after the date on
which it is made.
(3)
This is the
latest date by which the Scheme may become Effective unless CTPT
and LondonMetric agree a later date (with the consent of the Panel
and, if required, the permission of the Court).
Helpline
If you
have any questions about this announcement please contact CTPT’s
registrar, Computershare, at 13 Castle Street, St Helier, Jersey
JE1 1ES or call on +44(0)370 707 4040, between 8.30 a.m. and 5.30 p.m. Monday to Friday
(excluding public holidays in England and Wales). All calls to the helpline may be
recorded and monitored for security and training purposes. Please
note that, for legal reasons, the helpline cannot provide advice on
the merits of the Acquisition or give any legal, tax or financial
advice.
Unless the
context provides otherwise, words and expressions defined in the
Scheme Document shall have the same meanings in this announcement.
All references to time shown in this announcement are references to
London (UK) time.
Enquiries:
CT
Property Trust Limited
|
Tel: +44
(0) 20 7886 2500
|
Davina
Walter, via Panmure Gordon
|
|
Panmure
Gordon (UK) Limited (Rule 3
Adviser, Joint Financial Adviser and Broker to CTPT)
Sapna
Shah
Tom
Scrivens
Atholl
Tweedie
Ashwin
Kholi
|
Tel: +44
(0) 20 7886 2500
|
Dickson
Minto Advisers (Joint
Financial Adviser to CTPT)
Douglas
Armstrong
|
Tel: +44
(0) 20 7649 6823
|
Buchanan
(PR
Adviser to CTPT)
|
|
Helen
Tarbet
Henry
Wilson
Hannah
Ratcliff
|
Tel: +44
(0) 7872 604 453
Tel: +44
(0) 7788 528 143
Tel: +44
(0) 7825 292 022
|
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 an investment decision you must rely
on your own examination of the terms of the Scheme, and the
Acquisition, including the merits and risks involved. If you have
any questions about the Scheme Document, please contact
Computershare on the number set out above.
Panmure
Gordon (UK) Limited ("Panmure
Gordon"),
which is authorised and regulated in the United Kingdom by the FCA, is acting as Rule 3
adviser, joint financial adviser and corporate broker exclusively
for CTPT and no-one else in connection with the matters described
in this announcement and will not be responsible to anyone other
than CTPT for providing the protections afforded to clients of
Panmure Gordon nor for providing advice in connection with the
matters referred to herein. Neither Panmure Gordon nor any of its
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 Panmure Gordon in connection with this announcement, any
statement contained herein, the Acquisition, or
otherwise.
Dickson Minto W.S. ("Dickson
Minto Advisers"),
which is authorised and regulated in the United Kingdom by the FCA, is acting
exclusively for CTPT and for no one else in connection with the
matters referred to in this Announcement and will not be
responsible to any person other than CTPT for providing the
protections afforded to clients of Dickson Minto Advisers, or for
providing advice in relation to the matters referred to herein.
Neither Dickson Minto Advisers nor any of its 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 Dickson Minto
Advisers in connection with the matters referred to in this
announcement, or otherwise.
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 does not comprise a prospectus or a prospectus
equivalent document.
The
contents of this announcement do not amount to, and should not be
construed as, legal, tax, business or financial advice. If you are
in any doubt about the contents of this announcement, you should
consult your own legal adviser, tax adviser or financial adviser
for legal, tax, business or financial advice.
The
statements contained in this announcement are made as at the date
of this announcement, unless some other date is specified in
relation to them, and service of this announcement shall not give
rise to any implication that there has been no change in the facts
set forth in this announcement since such date.
Overseas jurisdictions
The
release, publication or distribution of this announcement into, in
or from jurisdictions other than the United Kingdom and Guernsey may be restricted
by the laws of those jurisdictions. Persons who are not resident in
the United Kingdom or Guernsey or
who are subject to the laws and/or regulation of other
jurisdictions should inform themselves of, and observe, any
applicable legal or regulatory requirements. In particular, the
ability of CTPT Shareholders who are not resident in the
United Kingdom or Guernsey or who
are subject to the laws of another jurisdiction to participate in
the Acquisition may be affected by the laws of the relevant
jurisdiction in which they are located or to which they are
subject. Any failure to comply with these restrictions or
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 Acquisition disclaim any responsibility or liability for the
violation of such requirements by any person.
Unless
otherwise determined by LondonMetric, CTPT or required by the Code,
and permitted by applicable law and regulation, participation in
the Acquisition is not being made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction. Accordingly, copies
of this announcement and all documents relating to the Acquisition
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 Acquisition (including custodians,
nominees and trustees) must not mail or otherwise distribute or
send them in, into or from such jurisdictions.
This
announcement has been prepared in connection with proposals in
relation to a scheme of arrangement and for the purposes of
complying with the laws of Guernsey and the United Kingdom, the Code, the Listing Rules,
the Disclosure Guidance and Transparency Rules, and the rules of
the London Stock Exchange 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 jurisdiction outside of the United Kingdom or Guernsey.
Nothing
in this announcement, the Scheme Document or the documents
accompanying the Scheme Document should be relied on for any other
purpose.
The
statements contained in this announcement are not to be construed
as legal, business, financial or tax advice. Overseas Shareholders
should consult their own legal and tax advisers with respect to the
legal and tax consequences of the Scheme. It is the responsibility
of any person into whose possession this announcement comes to
satisfy themselves as to the full observance of the laws of any
relevant jurisdiction in connection with the Acquisition including
the obtaining of any governmental, exchange control or other
consents which may be required and/or compliance with other
necessary formalities which are required to be observed and the
payment of any issue, transfer or other taxes or levies due in such
jurisdiction.
Further
details in relation to Overseas Shareholders are contained in
paragraph 12 of Part 2 of the Scheme Document. All CTPT
Shareholders or other persons (including nominees, trustees and
custodians) who would otherwise intend to or may have a contractual
or legal obligation to forward this announcement to a jurisdiction
outside the UK and Guernsey should refrain from doing so and seek
appropriate professional advice before taking any
action.
Further
details in relation to Overseas Holders are contained in the Scheme
Document.
Notice to US shareholders
CTPT
Shareholders in the United States
should note that the Acquisition relates to the securities of a
Guernsey company with a listing on the London Stock Exchange and is
proposed to be effected by means of a scheme of arrangement
provided for under, and governed by, the Companies Law of Guernsey.
This announcement, the Scheme Document and certain other documents
relating to the Acquisition have been or will be prepared in
accordance with the laws of Guernsey of the United Kingdom, the Code and UK disclosure
requirements, format and style, all of which differ from those in
the United States. 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 Acquisition is subject to the
procedural and disclosure requirements and practices applicable to
a scheme of arrangement involving a target company organised in
Guernsey and listed on the London Stock Exchange, which differ from
the procedural and disclosure requirements of the United States tender offer rules and proxy
solicitation rules under the US Exchange Act. If, in the future,
LondonMetric exercises the right to implement the Acquisition by
way of a Takeover Offer and determines to extend the offer into
the United States, the Acquisition
will be made in compliance with applicable United States laws and regulations. Such
Takeover Offer would be made by LondonMetric and no one
else.
The
financial information that is included in this announcement, the
Scheme Document or that may be included in any other documents
relating to the Acquisition, has been or will be prepared in
accordance with IFRS and may not be comparable to financial
statements of companies in the United
States or other companies whose financial statements are
prepared in accordance with US generally accepted accounting
principles.
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. CTPT
Shareholders who are or will be affiliates (as defined in Rule 144
under the US Securities Act) of LondonMetric or CTPT prior to, or
of LondonMetric after, the Effective Date will be subject to
certain US transfer restrictions relating to the New LondonMetric
Shares received pursuant to the Scheme.
For
the purpose of qualifying for the exemption from the registration
requirement of the US Securities Act afforded by Section 3(a)(10)
thereunder, CTPT will advise the Court that the Court’s 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 CTPT Shareholders at which all CTPT
Shareholders are entitled to appear in person or through counsel to
support or oppose the sanctioning of the Scheme and with respect to
which notification is given to all CTPT
Shareholders.
None
of the securities referred to in this announcement have been
approved or disapproved by the US Securities and Exchange
Commission or any US state securities commission, nor have any such
authorities passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is accurate or
complete. Any representation to the contrary is a criminal offence
in the United
States.
US
holders of CTPT Shares 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 holders of CTPT Shares are
urged to consult with independent professional advisors regarding
the legal, tax and financial consequences of the Acquisition
applicable to them.
It may
be difficult for US holders of CTPT Shares to enforce their rights
and claims arising out of US federal securities laws, since
LondonMetric and CTPT are organised 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, countries other than
the United States. US holders of
CTPT Shares 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 holders 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 judgement.
In
accordance with normal practice in the UK and Guernsey and
consistent with Rule 14e-5(b) of the US Exchange Act, LondonMetric,
certain affiliated companies and their nominees or brokers (acting
as agents) may make certain purchases of, or arrangements to
purchase, shares in CTPT outside the
United States, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or the Scheme becomes
Effective, lapses or is otherwise withdrawn. If such purchases or
arrangements to purchase were to be made they would occur either in
the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US
Exchange Act. Any information about such purchases or arrangements
to purchase will be disclosed as required in the UK, will be
reported to a Regulatory Information Service and will be available
on the London Stock Exchange website at
www.londonstockexchange.com.
Further
details in relation to US holders are contained in the Scheme
Document.
Forward-looking statements
This
announcement (including information incorporated by reference in
this announcement), oral statements made regarding the Acquisition,
and other information published by LondonMetric or CTPT contain
statements about LondonMetric and/or CTPT and/or the Combined Group
that are or may be deemed to 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", "hopes"
"projects", "continue", "schedule" 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
LondonMetric's or CTPT's or the Combined Group's operations and
potential synergies resulting from the Acquisition; and (iii) the
effects of government regulation on LondonMetric's or CTPT's or the
Combined Group's business.
These
forward-looking statements are not based on historical fact and are
not guarantees of future performance. By their nature, such
forward-looking statements involve known and unknown 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. Many of these risks and
uncertainties relate to factors that are beyond the entities'
ability to control or estimate precisely. These factors include,
but are not limited to, the satisfaction of or failure to satisfy
all or any of the conditions to the Acquisition, as well as
additional factors, such as changes in political and economic
conditions, changes in the level of capital investment, retention
of key employees, changes in customer habits, success of business
and operating initiatives and restructuring objectives, the impact
of any acquisitions or similar transactions, changes in customers'
strategies and stability, competitive product and pricing measures,
changes in the regulatory environment, fluctuations of interest and
exchange rates and the outcome of any litigation.
Neither
LondonMetric or CTPT, nor any of their respective associates or
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. 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 of
this announcement. All subsequent oral or written forward-looking
statements attributable to LondonMetric or CTPT or any of their
respective members, directors, officers, employees or advisers or
any persons acting on their behalf are expressly qualified in their
entirety by the cautionary statement above. LondonMetric and CTPT
disclaim any obligation to update any forward-looking or other
statements contained in this announcement, except as required by
applicable law or by the rules of any competent regulatory
authority, whether as a result of new information, future events or
otherwise.
Dealing disclosure requirements of the
Code
Under
Rule 8.3(a) of the Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree
company or of any securities exchange 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
securities exchange 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
securities exchange 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 tenth business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 p.m.
(London time) on the tenth
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing
Disclosure.
Under
Rule 8.3(b) of the Code, any person who is, or becomes, interested
in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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
securities exchange 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.
Publication on website
In
accordance with Rule 26 of the Code, a copy of this announcement
will be made available (subject to certain restrictions relating to
persons resident in Restricted Jurisdictions) free of charge, on
CTPT’s website at www.ctpropertytrust.co.uk/offer and on
LondonMetric's website at
www.londonmetric.com/investors/acquisition-ct-property-trust by no
later than 12 noon on the Business Day following the publication of
this announcement.
Neither
the contents of these websites nor the content of any other website
accessible from hyperlinks on such websites is incorporated into,
or forms part of, this announcement.
Availability of hard copies
In
accordance with Rule 30.3 of the Code, CTPT Shareholders and
persons so entitled may request a copy of the Scheme Document (and
any information incorporated into it by reference to another
source) in hard copy form free of charge. Such persons may also
request that all future documents, announcements and information to
be sent to that person in relation to the Acquisition should be in
hard copy form.
If you
would like to request a hard copy of this announcement please
contact CTPT's registrar, Computershare at 13 Castle Street, St
Helier, Jersey JE1 1ES, or by calling 0370 707 4040 or from
overseas +44(0)370 707 4040. Calls are charged at the standard
geographical rate and will vary by provider. Calls outside the
United Kingdom will be charged at
the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding
public holidays in England and
Wales). Please note that
Computershare cannot provide any financial, legal or tax advice.
Calls may be recorded and monitored for security and training
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Information relating to CTPT
Shareholders
Please
be aware that addresses, electronic addresses and certain
information provided by CTPT Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from CTPT may be provided to LondonMetric during the Offer Period
as required under Section 4 of Appendix 4 of the
Code.
Scheme process
In
accordance with Section 5 of Appendix 7 of the Code, CTPT will
announce through a Regulatory Information Service key events in the
Scheme process including the outcome of the Sanction
Hearing.
No
modification or revision to the Scheme will be made unless
otherwise consented to by the Court and the Panel.