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Metric Property Investments Plc : - Results of Court Meeting and General Meeting

12/23/2012 | 02:32am US/Eastern
Metric Property Investments PLC

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21 December 2012

METRIC PROPERTY INVESTMENTS PLC

RECOMMENDED ALL-SHARE MERGER OF

LONDON & STAMFORD PROPERTY PLC ("LONDON & STAMFORD")

and

METRIC PROPERTY INVESTMENTS PLC (THE "COMPANY")

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

RESULTS OF COURT MEETING AND GENERAL MEETING

On 9 November the boards of directors of London & Stamford and the Company announced that they had reached agreement on the terms of a recommended merger pursuant to which London & Stamford will acquire the entire issued and to be issued ordinary share capital of the Company. The Merger is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

Further to that announcement, the Court Meeting and General Meeting of Metric Property Investments plc were held at 10.00 a.m. and 10.15 a.m., respectively, on 21 December 2012.

Capitalised terms in this announcement shall have the meaning given to them in the scheme circular published by the Company on 27 November 2012 (the "Scheme Document") unless expressly stated otherwise.

Court Meeting

The board of directors of the Company is pleased to announce that, at the Court Meeting of eligible Metric Shareholders held earlier today, the resolution proposed was duly passed.  Details of the resolution passed are set out in the notice of meeting contained in the Scheme Document.  The votes were cast as follows:


For the Scheme of Arrangement

Against the Scheme of Arrangement

Total proxy votes cast

Percentage of issued share capital voted (%)

Number of votes cast by the Metric Shareholders voting at the Court Meeting either in person or by proxy

165,173,450 (99.91 per cent.)

140,826

(0.09 per cent.)

165,314,276

87.00

Number of Metric Shareholders casting votes at the Court Meeting either in person or by proxy

123 (98.4 per cent.)

2 (1.6 per cent.)

In accordance with the requirements of the Takeover Code it is confirmed that 86.93 per cent. of the Company's issued share capital was voted in favour of the resolution passed and 0.07 per cent. of the Company's issued share capital was voted against the resolution passed.

General Meeting

The special resolution proposed at the General Meeting was duly passed on a show of hands.  Proxies were received as follows:

Special Resolution

Votes For

(including discretionary)

Votes Against

Votes withheld*

Total proxy votes cast**

Percentage of issued share capital voted (including votes withheld) (%)

To give effect to the proposed scheme of arrangement between the Company and the scheme shareholders which will implement the all-share merger with London & Stamford Property Plc including amendment to the articles of association of the Company and the associated reduction of capital, all as more particularly described in the notice of General Meeting

164,886,624 (99.91 per cent.)

466 (0.00) per cent.)

140,360 (0.08 per cent.)

165,027,450

86.85

*Please note a "vote withheld" is not a vote under English law and is not counted in the calculation of votes 'for' or 'against' a resolution.

**It should be noted that the appointment of a proxy is not an unequivocally precise indicator of the way that the shareholder would have voted on a poll, it merely reflects their intention at the time the instruction was given.  Voting instructions could be changed at any time prior to any poll being demanded, and a shareholder having lodged a proxy was still entitled to attend the meeting and, having heard/participated in the debate, vote their shares themselves as they saw fit. No poll was called in respect of the special resolution proposed at the General Meeting.

In accordance with the requirements of the Takeover Code it is confirmed that 86.78 per cent. of the Company's issued share capital was voted in favour of the resolution passed, 0.00 per cent. of the Company's issued share capital was voted against the resolution passed and 0.07 per cent. of the Company's issued share capital was withheld in respect of the resolution passed.

The number of shares in issue on 21 December 2012 was 190,000,000.  Shareholders are entitled to one vote per share.

Next Steps

Completion of the Scheme remains subject to the satisfaction or, if permitted, waiver of the remaining conditions of the Scheme set out in the Scheme Document including, inter alia, the sanction of the Scheme and confirmation of the Capital Reduction by the Court.  The Court Hearing to sanction the Scheme and confirm the Capital Reduction is expected to take place on 24 January 2013.  It is expected that the last day for dealings in Metric Shares will be 23 January 2013 and that the Scheme will become effective on 25 January 2013.  If the Scheme does become effective on 25 January 2013, it is expected that the admission of the New Ordinary Shares to trading on the London Stock Exchange's main market for listed securities and the cancellation of the listing of the Metric Shares on the Official List will take effect on 28 January 2013.

The dates stated above are indicative only and will depend, among other things, on the dates upon which the Court sanctions the Scheme and confirms the associated Capital Reduction and the date on which the conditions set out in Appendix 1 to the Scheme Document are satisfied or (if capable of waiver) waived.  If any of the expected dates changes, Metric will, unless the Panel otherwise directs, give notice of the change by issuing an announcement through a regulatory information service.

A copy of the resolutions passed at the Court Meeting and the General Meeting have been submitted to the Financial Services Authority via the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM

Enquiries:

Metric Property Investments plc

Andrew Jones - Chief Executive

Sue Ford - Finance Director

+44 (0)20 7129 7000

J.P. Morgan Cazenove

(financial adviser and joint corporate broker to Metric)

Robert Fowlds

Bronson Albery

+44 (0)20 7742 4000

Oriel Securities

(joint corporate broker to Metric)

Mark Young

+44 (0)20 7710 7600

FTI Consulting

(PR adviser to Metric)

Stephanie Highett

Dido Laurimore

+44 (0)20 7831 3113

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Metric and no one else in connection with the Merger, and will not be responsible to anyone other than Metric for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in connection with the Merger or any matter or arrangement referred to herein. Neither J.P Morgan Cazenove nor any of its subsidiaries, branches or 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 J.P Morgan Cazenove in connection with this announcement, any statement contained herein or otherwise.

Oriel Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Metric and no one else in connection with the Merger, and will not be responsible to anyone other than Metric for providing the protections afforded to clients of Oriel Securities or for providing advice in connection with the Merger or any matter or arrangement referred to herein. Neither Oriel Securities nor any of its subsidiaries, branches or 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 Oriel Securities in connection with this announcement, any statement contained herein or otherwise.

The directors of Metric accept responsibility for the information contained in this announcement.  To the best of the knowledge and belief of the directors of Metric (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts.

This announcement is for information purposes only and is not intended to and does not constitute or form part of an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of an offer to buy any securities, pursuant to the Merger or otherwise. The Merger will be made solely by means of the Scheme Document published by the Company on 27 November 2012 which contains the full terms and conditions of the Merger.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them. Nothing contained in this announcement shall be deemed to be a forecast, projection or estimate of the future financial performance of Metric or the Metric Group or London & Stamford or the London & Stamford Group except where otherwise stated.

Overseas shareholders

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. 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 has been prepared for the purposes of complying with the laws of England and Wales and the City 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 of any jurisdiction outside England and Wales.

The Merger relates to shares of two UK companies and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Accordingly, the New Ordinary Shares to be issued pursuant to the Merger will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or the laws of any state of the United States but will be issued in reliance on the exemption provided by Section 3(a)(10) of the US Securities Act and exemptions provided under the laws of each state of the United States in which Eligible Shareholders (subject to certain exceptions) reside.  In addition, since neither London & Stamford nor Metric have any securities registered under Section 12 of the United States Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and both London & Stamford and Metric qualify as "foreign private issuers" as defined in Rule 3b-4 under the US Exchange Act, the solicitation of proxies in connection with the Scheme of Arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act and is instead subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules or the laws of other jurisdictions outside the United Kingdom.  Financial information included in this announcement has been prepared, unless specifically stated otherwise, in accordance with IFRS and thus may not be comparable to the financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Unless otherwise determined by London & Stamford or required by the City Code, and permitted by applicable law and regulation, the Merger 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 Merger by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Merger 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 Merger (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. The Merger(unless otherwise permitted by applicable law and regulation) will not be made, directly or indirectly, in or into, or by the use of the mails, or by any means of instrumentality (including without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of any Restricted Jurisdiction, and the Mergerwill not be capable of acceptance from or within any Restricted Jurisdiction.

The availability of the New Ordinary Shares to Metric Shareholders who are not resident in the United Kingdom pursuant to the Merger may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Forward looking statements

This announcement contains statements about London & Stamford and Metric 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", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" 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 London & Stamford or Metric's operations and potential synergies resulting from the Merger; and (iii) the effects of government regulation on London & Stamford or Metric's respective businesses.

Such forward looking statements involve 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. 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 hereof. London & Stamford and Metric disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law. Except as expressly provided in this announcement, no forward looking or other statements have been reviewed by the auditors of London & Stamford or Metric. All subsequent oral or written forward looking statements attributable to London & Stamford or Metric or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this announcement.

Disclosure requirements of the City Code

Under Rule 8.3(a) of the City Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper offeror, 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 paper 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.

This announcement should be read in conjunction with the full text of this Scheme Document. The Merger will be subject to the Conditions and further terms set out in the Scheme Document.

Please be aware that addresses, electronic addresses and certain information provided by Metric Shareholders, persons with information rights and other relevant persons for the receipt of communications from Metric may be provided to London & Stamford during the Offer Period as requested under Section 4 of Appendix 4 of the City Code to comply with Rule 2.12(c).

Publication on website and availability of hard copies

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Metric's website at www.metricproperty.co.uk, respectively, by no later than 12.00 p.m. on the Business Day following this announcement. Neither the contents of Metric's website, nor those of any other website accessible from hyperlinks on Metric's website, are incorporated into or form part of this announcement.

You may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by writing to Computershare Investor Services plc at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or by calling 0870 889 3147 (or, if calling from outside the UK, on +44 870 889 3147). Calls cost approximately 8 pence per minute plus network extras, lines are open 9.00 a.m. - 5.30 p.m. Monday to Friday). 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 Merger should be in hard copy form.


This information is provided by RNS
The company news service from the London Stock Exchange

RNS news service provided by Hemscott Group Limited.

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