THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, INTO, OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS AVAILABLE) OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014
5 May 2020
LONDONMETRIC PROPERTY PLC
("LondonMetric" or the "Company")
TRANSACTION UPSIZED TO £120 MILLION AND RESULTS OF PLACING
LondonMetric Property PLC is pleased to announce the successful completion of the placing announced earlier today (the "Placing"). In light of the exceptional level of demand received both from existing investors and potential new holders, the Board has decided to increase the size of the raise from approximately £100 million to £120 million. This provides the opportunity to allow both the existing and the new investors to participate. As detailed in the launch of placing announcement released at 7.00 am on 5 May 2020, the Company has an extensive pipeline of acquisition opportunities. The Company continues to expect to substantially deploy the net proceeds of the placing within 3 months.
A total of 66,666,666 new Ordinary Shares in LondonMetric (the "Placing Shares") were placed by J.P. Morgan Cazenove and Peel Hunt, raising gross proceeds of approximately £120 million. Placing Shares have been issued at a price of 180.0 pence per Placing Share (the "Placing Price") and represent, in aggregate, approximately 7.9 per cent. of LondonMetric's issued ordinary share capital prior to the Placing.
The Placing Price represents a discount of 1.5 per cent. to the closing price on 4 May 2020 of 182.7 pence and a discount of 3.4 per cent. to the intra-day price of 186.3 pence at 12.15 p.m. (being the time the Placing Price was agreed).
The Placing Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in the capital of the Company including the right to receive all future dividends and distributions declared, made or paid, including the fourth quarterly interim dividend of 2.3 pence per share that the Company expects to be declared at the time of the Company's results for the year to 31 March 2020, which will be paid in July 2020. The Company has agreed to a 90 day lock-up with the Bookrunners from Admission, subject to certain exceptions.
Application has been made for the Placing Shares to be admitted to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market of the London Stock Exchange plc (the "London Stock Exchange") (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 7 May 2020 and dealings in the Placing Shares will commence at that time. The Placing is conditional upon, inter alia, Admission becoming effective. The Placing is also conditional upon the Placing Agreement becoming unconditional and not being terminated.
Following Admission becoming effective, the total number of voting rights in the Company will therefore be 908,282,851, which figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
Capitalised terms used but not defined in this announcement (this "Announcement") have the same meanings as set out in the placing announcement of the Company released at 7.00 a.m. (GMT) on the date hereof.
J.P. Morgan Cazenove and Peel Hunt acted as joint bookrunners in respect of the Placing.
Andrew Jones, Chief Executive Officer of LondonMetric, commented:
"We are extremely grateful to our shareholders and to new investors for their strong support and the exceptional level of demand for this capital raise. The funds raised will allow us to execute on our quality pipeline of deals and opportunities as we continue to further strengthen our portfolio's long term income characteristics."
LondonMetric Property PLC
Tel: +44 (0) 20 7484 9000
Tel: +44 (0) 20 7418 8900
J.P. Morgan Cazenove
Tel: +44 (0) 20 7742 4000
Tel: +44 (0) 20 3727 1000
The person responsible for arranging for the release of this Announcement on behalf of the Company is Jadzia Duzniak, Company Secretary.
The information contained in this Announcement is restricted and not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa (unless an exemption under the relevant securities laws is available) or any other jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation (EU) 2017/1129) ("Prospectus Regulation")) to be published. Persons needing advice should consult an independent financial adviser.
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended ("Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. There will be no public offering of the Placing Shares in the United States. The Placing Shares are being offered and sold (i) outside the United States only to non-US persons (within the meaning of the Securities Act) in accordance with Regulation S under the Securities Act and (ii) within the United States only to a limited number of eligible investors pursuant to an exemption from the registration requirements of the Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any offering of the Placing Shares, or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.
The contents of this Announcement are not to be construed as legal, financial or tax advice. If necessary, each recipient of this Announcement should consult his, her or its own legal adviser, financial adviser or tax adviser for legal, financial or tax advice. Each placee should consult with its own advisers as to legal, tax, business and related aspects of an acquisition of Placing Shares.
This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.
This Announcement does not constitute a disclosure document under Part 7.9 or Part 6D.2 of the Corporations Act 2001 (Cth) ("Australian Corporations Act") and has not been, and will not be, lodged with the Australian Securities and Investments Commission (ASIC) as a disclosure document for the purposes of the Australian Corporations Act.
This Announcement does not constitute an offer of securities to the public in the United States, the United Kingdom, Australia, Canada or in any other jurisdiction. There will be no public offer of securities in the United States, United Kingdom, Australia, Canada or in any other jurisdiction.
This Announcement is directed only at: (a) persons in a member state of the European Economic Area who are qualified investors (within the meaning of the Prospectus Regulation ("Qualified Investors")); (b) persons in the United Kingdom that are Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order") (investment professionals) or (ii) who fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.); (c) persons in Australia that are sophisticated investors or professional investors as those terms are defined in sub-sections 708(8) and 708(11) of the Australian Corporations Act) who also meet the requirements of a wholesale investor (as defined in section 761G of the Australian Corporations Act); (d) persons in Canada who are both "accredited investors" within the meaning of National Instrument 45-106 - Prospectus Exemptions (or section 73.3(1) of the Securities Act (Ontario), as applicable) and "permitted clients" within the meaning of National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations; (e) in South Africa, the following institutional investors (i) persons or entities regulated by the Reserve Bank of South Africa or (ii) an authorised financial services provider, as defined in the South African Financial Advisory and Intermediary Services Act, 2002 or (iii) a financial institution, as defined in the South African Financial Sector Regulation Act, 2017 or (iv) persons whose ordinary business, or part of whose ordinary business, is to deal in securities, whether as principals or agents or (v) the Public Investment Corporation (as defined in the South African Public Investment Corporation Act, 2004) (vi) a wholly-owned subsidiary of a person contemplated in (i) to (vi) or (vi) any combination of such persons or entities. This Announcement should not be construed as an opportunity to invest in a collective investment scheme in South Africa; and (f) those persons to whom it may otherwise be lawfully communicated, (all such persons referred to above being "Relevant Persons"). Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any investment in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.
This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Peel Hunt or JPMC or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. Neither Peel Hunt, JPMC nor any of their affiliates or agents shall have any obligation to update this Announcement or any additional information or to correct any inaccuracies in it which may become apparent.
Peel Hunt LLP ("Peel Hunt") which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting as joint bookrunner to the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.
J.P. Morgan Securities plc (which conducts its UK investment banking business under the name J.P. Morgan Cazenove) ("JPMC"), which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA is acting as joint bookrunner to the Company in connection with the Placing and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients of JPMC nor for providing advice in relation to the Placing or any other matter referred to in this Announcement.
Aside from the responsibilities and liabilities, if any, which may be imposed under FSMA or the regulatory regime established thereunder, or any other applicable regulatory regime, none of Peel Hunt, JPMC or any of their respective affiliates accept any responsibility or liability whatsoever for, nor make any representation or warranty, express or implied, as to the contents of this Announcement, including its accuracy, fairness, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing and nothing in this Announcement is, or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of Peel Hunt, JPMC and their respective affiliates accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this Announcement or any such statement.
The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Peel Hunt or JPMC that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Peel Hunt and JPMC to inform themselves about, and to observe, such restrictions.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events, including its expectations in relation to the audited financial results for the financial year ended 31 March 2020. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and, subject to any obligations under the Listing Rules and the Disclosure Guidance and Transparency Rules or any other applicable law or regulation, the Company does not assume any responsibility or obligation to update publicly or review any of forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this Announcement is or is intended to be a profit forecast or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares.
The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.