LondonMetric Regulatory News (LMP)

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

FOR IMMEDIATE RELEASE

7 August 2023

RECOMMENDED ALL-SHARE OFFER

FOR

CT PROPERTY TRUST LIMITED ("CTPT")

BY

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

Scheme of Arrangement becomes Effective and completion of the Acquisition

On 24 May 2023, the Boards of LondonMetric and CTPT announced the terms of a recommended all-share offer for CTPT by LondonMetric (the "Acquisition") pursuant to which LondonMetric would acquire the entire issued and to be issued share capital of CTPT (the "Announcement"). As described in the Announcement, it was intended that the Acquisition would be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey (the "Scheme"). The circular in relation to the Scheme (the "Scheme Document") was published on 19 June 2023. Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.

On 18 July 2023, CTPT announced that the resolution to approve the Scheme was passed at the Court Meeting by the requisite majority of CTPT Scheme Shareholders and the special resolution relating to the implementation of the Scheme was also passed at the General Meeting by the requisite majority of CTPT Scheme Shareholders.

On 7 August 2023, CTPT announced that the Court had sanctioned the Scheme at the Sanction Hearing held on 7 August 2023.

LondonMetric is pleased to note CTPT's announcement today that the Scheme has now become Effective in accordance with its terms and the entire issued and to be issued share capital of CTPT is now owned by LondonMetric.

Admission of New LondonMetric Shares

Applications have been made to the Financial Conduct Authority and the London Stock Exchange in relation to the admission of 105,619,395 New LondonMetric Shares to listing on the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's main market for listed securities, which is expected to take place at 8:00 a.m. (London time) on 8 August 2023 ("Admission"). 

A CTPT Shareholder on the register of members of LondonMetric at the Scheme Record Time, being 6.00 p.m. (London time) on 4 August 2023, will be entitled to receive 0.455 New LondonMetric Shares for each CTPT Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected as set out in the Scheme Document. The New LondonMetric Shares will be issued credited as fully paid and will rank pari passu in all respects with the LondonMetric Shares in issue at the time of Admission.

Following Admission, the Company's issued share capital will comprise 1,089,187,736 ordinary shares with one voting right per share. No shares are held in Treasury. The total number of voting rights will be 1,089,187,736 ordinary shares. This 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.

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