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Mucklow ( A & J ) Group Plc NEX:MKLW.GB NEX Ordinary Share GB0006091408
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Mucklow(A.& J.)Group PLC Court Sanction of Scheme of Arrangement

27/06/2019 2:44pm

UK Regulatory (RNS & others)


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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

Court Sanction of Scheme of Arrangement

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 boards of Mucklow and LondonMetric are pleased to announce that the High Court of Justice in England and Wales has today made an order sanctioning the scheme of arrangement under Part 26 of the Companies Act 2006 (the Court Order).

Scheme Shareholders who appeared on Mucklow's register of members at the Scheme Record Time, being 6.00 p.m. on 26 June 2019, will, provided the Scheme becomes Effective, be entitled to receive 204.5 pence in cash and 2.19 New LondonMetric Shares for each Scheme Share they held at the Scheme Record Time subject to any variation to the cash and share consideration made pursuant to the Mix and Match Facility.

It is anticipated that the Scheme will become Effective later today, 27 June 2019, when the Court Order is delivered to the Registrar of Companies. There has been no change to the expected timetable of principal events for the Scheme set out on page 1 of the scheme document sent to Mucklow Shareholders on 30 May 2019 in relation to the Scheme (the Scheme Document).

The result of the Mix and Match Facility will be announced via a Regulatory Information Service in due course.

Cancellation of trading

Mucklow has applied for the cancellation of trading of the 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 and, subject to the Scheme becoming Effective, these will take effect no later than 8.00 a.m. tomorrow, 28 June 2019.

Further announcements will be made when the Scheme has become Effective and when the admission of the Mucklow Ordinary Shares to the Premium Segment of the Official List and to trading on the main market of the London Stock Exchange have each been cancelled.

Admission of the New LondonMetric Shares

An application has been made for up to 138,615,684 New LondonMetric Shares to be admitted to the Premium Segment of the Official List and to trading on the London Stock Exchange's main market for listed securities at 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 website at www.londonmetric.com.

Capitalised terms used but not defined 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

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