Possible all-share merger of LondonMetric Property plc (“LMP”) and LXi REIT plc (“LXI”) which is intended to be implemented by way of a court-sanctioned scheme of arrangement in accordance with Part 26 of the Companies Act (the “Merger”) and in accordance with the terms of the City Code on Takeovers and Mergers (the “Code”).
If you would like to view this section of LXI’s website (the “Microsite”) please read this notice carefully - it applies to all persons who view the announcements, documents and/or information on the Microsite (the “Information”) and, depending on who you are and where you live, it may affect your rights or responsibilities. Please note that this notice and the information contained in it may be altered or updated from time to time in whole or in part at the sole discretion of LXI, and should be read in full each time you visit this Microsite.
Access to the Information may be restricted under securities laws or regulations in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such a jurisdiction) before you may obtain access to the Information on the Microsite. If you are unable, or have any doubt whether you are able, to provide the necessary confirmations you should press ‘DECLINE’ and you will not be able to view information about the Merger.
THE INFORMATION IS NOT DIRECTED AT OR TO BE ACCESSED BY, OR TRANSMITTED, DISTRIBUTED OR FORWARDED TO, PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY THAT LXI CONSIDERS TO BE UNDULY ONEROUS (EACH A “RESTRICTED JURISDICTION”) AND, UNLESS OTHERWISE DETERMINED BY LXI AND PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IT IS NOT INTENDED THAT THE INFORMATION BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY LMP AND LXI RELATING TO THE MERGER IN COMPLIANCE WITH THE CODE.
ELECTRONIC VERSIONS OF THE INFORMATION ARE BEING MADE AVAILABLE ON THE MICROSITE BY LXI IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
THE MERGER CANNOT BE VALIDLY ACCEPTED OR VOTED ON BY ANY PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THE MICROSITE.
Basis of access
The Information is being made available in good faith. Nothing contained on the Microsite, or anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities, or the solicitation of any vote or approval, pursuant to the Merger or otherwise in any Restricted Jurisdiction. The full terms and conditions of the Merger, including details of how it may be voted on or accepted, will be (or have been) set out in a formal offer document (which may take the form of an offer document or scheme document).
Any decision made in relation to the Merger should be made solely and only on the basis of the information provided in any such document.
The Information speaks only at the date of the relevant document or announcement reproduced on the Microsite, and neither LXI nor any of its affiliated companies has or accepts any responsibility or duty to update any such information, document or announcement. LXI reserves the right to add to, remove or amend any Information reproduced on the Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of LXI is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise. In relation to any Merger-related materials accessible on this Microsite please note any statement of responsibility contained therein.
None of LXI, its directors or any of its affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of, any information contained on any other website that may be linked to the Microsite by a third party.
If you are in any doubt about the contents of the Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
Nothing in this Microsite shall be construed or regarded as being “advice” in relation to a financial product or otherwise.
Viewing the Information may not be lawful if you are resident in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information.
Any person outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of and observe any legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
IT IS YOUR RESPONSIBILITY TO SATISFY YOURSELF AS TO THE FULL OBSERVANCE OF ANY RELEVANT LAWS AND REGULATORY REQUIREMENTS. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION ON THE MICROSITE OR ANY COMMUNICATION OR DOCUMENT IN RELATION TO THE MERGER BY VIRTUE OF APPLICABLE LAWS OR REGULATORY REQUIREMENTS, PLEASE EXIT THE MICROSITE IMMEDIATELY. SHOULD YOU BE IN ANY DOUBT ABOUT WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION ON THE MICROSITE, YOU SHOULD NOT ACCESS THE MICROSITE AND YOU SHOULD TAKE LEGAL ADVICE.
Copies of the materials on the Microsite are not being, and must not be, released or otherwise downloaded, transmitted, forwarded, published, distributed or sent or shared, in whole or in part, directly or indirectly, in or into the United States, its territories and possessions (the “U.S.”) or any other Restricted Jurisdiction, or to US persons (“US Persons”) as defined in Regulation S of the U.S. Securities Act of 1933 (the “Securities Act”), and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them into or from a Restricted Jurisdiction. You should not forward, transmit or show the Information contained on the Microsite. In particular, you should not forward, distribute or transmit the Information to the U.S. or any other Restricted Jurisdiction.
Additional U.S. information
The Merger relates to the acquisition of the securities of a English company, that has a primary listing on the main market of the London Stock Exchange (“LSE”), and if made, is proposed to be effected by means of a scheme of arrangement provided for under the laws of England and Wales and in accordance with the Code. If the Merger is effected by way of a scheme of arrangement, it is expected that it would not be subject to the tender offer rules or the proxy solicitation rules under the U.S. Securities Exchange Act of 1934 (the “US Exchange Act”). Accordingly, the Merger is subject to procedural and disclosure requirements and practices applicable in United Kingdom, to companies admitted to trading on the premium market of the LSE, and under the Code, which disclosure and procedural requirements differ from the disclosure requirements of the United States and of U.S. tender offer and proxy solicitation rules. The financial statements or other financial information included in this Microsite have been prepared in accordance with International Financial Reporting Standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S. If the Merger is implemented by way of a takeover offer as defined under section 974 of the Companies Act 2006 (“Takeover Offer”), that offer will be made in compliance with the applicable U.S. laws and regulations, including the exemptions therefrom.
It may be difficult for U.S. holders of LXI shares to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Merger and U.S. holders of shares may not be able to sue LXI, LMP, or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws, since LXI and LMP are located in a country other than the U.S. and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, countries other than the U.S. Further, US holders of LXI shares 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. Additionally, it may be difficult to compel LXI, LMP or their respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permitted by applicable law, in accordance with normal practice in the United Kingdom, LMP, certain affiliated companies, and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, LXI shares outside the United States, other than pursuant to the Takeover Offer, until the date on which such Takeover Offer would become effective, lapses or is otherwise withdrawn. 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. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the United Kingdom, will be reported to a Regulatory Information Service of the Financial Conduct Authority and will be available on the London Stock Exchange website: http://www.londonstockexchange.com/.
Any securities referred to in the Information have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the U.S. and may not be offered or sold, directly or indirectly, in or into the U.S. or to US Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S..
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the U.S.
No offer will be made, directly or indirectly, in or into, a Restricted Jurisdiction and no offer will be capable of acceptance from or within a Restricted Jurisdiction except pursuant to an applicable exemption. The Information may not be downloaded or accessed by any person either in whole or in part from or within a Restricted Jurisdiction or where to do so may constitute a breach of any applicable local laws or regulations.
The Information on the Microsite (including information incorporated by reference) may contain statements that are deemed to be “forward looking statements” in connection with the Merger, LMP’s or LXI’s (as the case may be) financial condition, results of operations, business plans and objectives of management for future operations. Such statements are prospective in nature and are naturally subject to uncertainty and changes in circumstances. All statements other than historical statements of facts may be forward-looking statements. Statements containing the words “targets”, “plans”, “believes”, “could”, “expects”, “aims”, “goals”, “objectives”, “outlook”, “probably”, “risks”, “seek”, “should”, “target”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or “considers” or other similar words may be forward-looking statements.
Forward-looking statements are based on numerous assumptions and assessments made in light of LMP’s or LXI’s (as applicable) experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in the Microsite could cause LMP’s, plans with respect to LXI’s or LMP’s actual results, performance or achievements or industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. 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 persons reading the Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on the Microsite. Additional factors that may affect future results are contained in the latest annual report of LXI, its interim results, trading updates and announcements available at www.lxireit.com. LXI expressly disclaims any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by law. Unless expressly stated otherwise, no statement contained or referred to in the Microsite is intended to be a forecast, projection or estimate of the future financial performance of LXI or LMP. All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section.
This notice shall be governed by and interpreted in accordance with English law.
Confirmation of understanding and acceptance of disclaimer
By clicking on AGREE below:
If you are not able to give these confirmations, we cannot provide you with the Information on this Microsite and you should click on DECLINE below.