LXB Retail Properties Plc Transfers and sales of remaining subsidiaries (4811Z)

TIDMLXB

RNS Number : 4811Z

LXB Retail Properties Plc

20 May 2019

LXB Retail Properties Plc

(the "Company" or the "Group")

Transfers and sales of remaining subsidiaries

LXB Retail Properties Plc, the Jersey resident closed-ended real estate investment company focused on edge of town and out of town retail assets, announces that on:

(i) 7 May 2019, it transferred LXB RP (Kingsmead) Limited and LXB Holdings 2 Ltd to the IW Group pursuant to an exercise of the Put Option in accordance with the Scheme; and

(ii) 17 May 2019, it sold LXB RP (Rushden) Limited and LXB RP (Skew Bridge) (together, the "Rushden SPVs"), being the SPVs that held the Group's remaining investment in the leisure scheme at Rushden Lakes, to Blizzard Estates Limited ("Blizzard") for aggregate cash consideration of GBP697,619 (the "Rushden Sale").

Following completion of the transfers described above and of the Rushden Sale, the Board remains of the view set out in the Company's announcement made on 18 April 2019 that the Dissolution Return of Capital is expected to be approximately GBP2.0m, (1.2 pence per Ordinary Share).

Blizzard is a company owned by Stewart MacNeill, Giles Haywood and Jon McCarthy who are partners of LXB3 Partners LLP, the Group's Investment Adviser, and which is, accordingly, a related party of the Company. In addition, the Board is aware that Blizzard has been funded for the Rushden Sale by means of a loan from a company owned and controlled by the CEO of the Investment Adviser, Tim Walton, the terms of which include an element of profit share for that entity as described in the Circular.

The Rushden Sale was a related party transaction to which Rule 13 of the AIM Rules applied. The directors of the Company confirm that, having consulted with the Company's nominated advisor, J.P. Morgan Securities plc, they consider the terms of the Rushden Sale to be fair and reasonable insofar as the Shareholders are concerned.

The Rushden SPVs were transferred to the Company at their net book value. As part of the Rushden Sale, the Company agreed to contribute GBP10,000 towards the costs of establishing a charity for the purpose of benefiting the people of Rushden to which, as described in the Circular, Blizzard would make a donation in certain circumstances. Accordingly, the cash consideration received by the Company on completion of the Rushden Sale equated to an amount equal to the net book value of the Rushden SPVs less that GBP10,000 contribution.

Following completion of the transfers described above and of the Rushden Sale, the Company no longer has any subsidiary undertakings and, accordingly, has disposed of substantially all of its assets resulting in a fundamental change of business (within the meaning of Rule 15 of the AIM Rules). As an "investing company", under Rule 5.6 to the AIM Note for Investing Companies the Company was not required to obtain Shareholder approval under Rule 15 of the AIM Rules for the Rushden Sale; rather, Rule 5.6 of the AIM Note for Investing Companies applies such that the Company has 12 months from the date of transfer to implement its Investing Policy in accordance with Rule 15. If that is not fulfilled, Shareholders should be aware that trading in the Ordinary Shares will be suspended pursuant to Rule 40 of the AIM Rules (with any change to the Investing Policy requiring the prior consent of Shareholders, and the 12 month period continuing to apply notwithstanding).

However, as previously announced and in accordance with the Scheme, the Board is now to seek an order from the Royal Court of Jersey sanctioning the dissolution of the Company pursuant to Article 127(2)(iv) of the Jersey Companies Law at a hearing to be held at 10.00 a.m. on 21 May 2019 at the Royal Court of Jersey, Royal Court Building, Royal Square, St. Helier, Jersey JE1 1BA. All Shareholders have the right to attend the Court Dissolution Hearing in person or through a Jersey Advocate to support or oppose the granting of a Dissolution Order.

The following timetable sets out the expected dates of principal events, some of which are indicative:

 
                                                                  2019 
 Court Dissolution Hearing                            10:00 a.m. on 21 
                                                                   May 
 Last day of dealings in, and for registration                  22 May 
  of transfers of, and disablement in CREST 
  of, the Ordinary Shares 
 Record date for participation in Dissolution        Close of business 
  Return of Capital                                          on 22 May 
 Suspension of admission to trading on AIM,        7.30 a.m. on 23 May 
  listing on TISE and dealings in the Ordinary 
  Shares 
 CREST accounts credited and despatch of cheques   As soon as possible 
  in respect of Dissolution Return of Capital                on 30 May 
 Expected time and date of AIM Cancellation        7.00 a.m. on 31 May 
  and TISE Delisting 
 Expected time and date of Company Dissolution      After 9.00 a.m. on 
                                                                31 May 
 

For further information please contact:

Unless otherwise defined, capitalised terms shall have the meaning given to them in the circular to shareholders dated 1 March 2019 (the "Circular"), copies of which are available on the Company's website (www.lxbproperties.com).

LXB3 Partners LLP Tel: [phone]

Tim Walton, CEO

J.P. Morgan Cazenove (NOMAD) Tel: [phone]

Bronson Albery/Paul Hewlett

Buchanan Tel: [phone]

Charles Ryland/Henry Wilson

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May 20, 2019 02:00 ET (06:00 GMT)