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 THAT
JURISDICTION
FOR IMMEDIATE
RELEASE
18 July 2024
RECOMMENDED CASH ACQUISITION
OF
LOK'N STORE GROUP PLC ("LOK'NSTORE")
BY
SHURGARD SELF STORAGE LIMITED ("SHURGARD")
to be effected by means of a Scheme of
Arrangement
under Part 26 of the Companies Act 2006
Court sanction of the
Scheme
On 11 April 2024, the boards of Shurgard and
Lok'nStore announced that they had reached agreement on the terms
of a recommended cash offer pursuant to which Shurgard will acquire
the entire issued and to be issued ordinary share capital of
Lok'nStore (the "Acquisition"). The Acquisition is being
implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
Capitalised terms used but not defined in this
Announcement have the meanings given to them in the scheme document
published by Lok'nStore on 17 May 2024 containing the full terms
and conditions of the Acquisition (the "Scheme Document").
Further to the announcement made by Lok'nStore
on 10 June 2024 confirming that the Scheme was approved by the
requisite majority of Scheme Shareholders at the Court Meeting and
the Special Resolution was passed by the requisite majority of
Lok'nStore Shareholders at the General Meeting, Shurgard and
Lok'nStore are pleased to announce that the Court has today
sanctioned the Scheme under section 899 of the Companies Act
2006.
Admission of
new Lok'nStore Shares
In order to satisfy the conditional exercises
by the holders of options granted under the Lok'nStore Share Plans,
Lok'nStore will issue 1,175,063 new Lok'nStore Shares (the
"New Lok'nStore Shares") to
Lok'nStore Trustee Limited as trustee of the Lok'nStore employee
benefit trust in its capacity as nominee for the relevant option
holders.
An application has been made to the London
Stock Exchange for the New Lok'nStore Shares to be admitted to
trading on AIM at 8.00 a.m. on 23 July
2024.
A further announcement regarding the Lok'nStore
Share Plans will be made once the New Lok'nStore Shares have been
issued.
Next steps and
timetable
The Scheme remains conditional on the delivery
of a copy of the Court Order to the Registrar of Companies, which
is expected to occur on 1 August 2024.
The last day and time for dealings in, and for
registrations of transfers of, Lok'nStore Shares will be 6.00 p.m.
on 31 July 2024, and trading in Lok'nStore Shares on AIM will be
suspended with effect from 7.30 a.m. on 1 August 2024.
On the Effective Date, share certificates in
respect of Lok'nStore Shares will cease to be valid and
entitlements to Lok'nStore Shares held within the CREST system will
be cancelled. Lok'nStore Shareholders shall be required to return
share certificates to Lok'nStore or destroy them following the
Effective Date.
It is expected that, subject to the Scheme
becoming Effective, the cancellation of admission to trading of
Lok'nStore Shares on AIM will take place at 7.00 a.m. on 2 August
2024.
Further announcements will be made when the
Scheme becomes Effective.
Enquiries:
Shurgard
|
Shurgard
|
|
Caroline Thirifay
|
+44 75 96
87 57 13
|
J.P. Morgan Cazenove (Sole Financial Adviser to
Shurgard)
|
+44 20
3493 8000
|
Dwayne Lysaght
Ashish Agrawal
Jonty Edwards
John Ulrich
|
|
|
|
Lok'nStore
|
|
Lok'nStore
Andrew Jacobs
Raymond Davies
Neil Newman-Shepherd
|
+44 12
5252 1010
|
Goldman Sachs International (Lead Financial Adviser to
Lok'nStore)
Khamran Ali
Chris Emmerson
Arnout Harteveld
Lorenzo Carlino
|
+44 20
7774 1000
|
Cavendish Capital Markets Limited (Sole Rule 3 Adviser,
Financial Adviser, NOMAD and Joint Corporate Broker to
Lok'nStore)
Julian Blunt
Henrik Persson
Seamus Fricker
Fergus Sullivan
|
+44 20
7220 0500
|
Peel Hunt LLP (Joint Corporate Broker to
Lok'nStore)
Capel Irwin
Carl Gough
Henry Nicholls
|
+44 20
7418 8900
|
Camarco (Financial PR to
Lok'nStore)
Billy Clegg
Tom Huddart
Letaba Rimell
|
+ 44 20
3757 4991
|
Allen Overy
Shearman Sterling LLP is acting as legal adviser to Shurgard.
Travers Smith LLP is acting as legal adviser to
Lok'nStore.
Important notices relating to financial
advisers
J.P. Morgan
Securities PLC, which conducts its UK investment banking business
as J.P. Morgan Cazenove ("J.P.
Morgan Cazenove"), and which is authorised in the United
Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the
Financial Conduct Authority (the "FCA"), is acting as financial adviser
exclusively for Shurgard and no one else in connection with the
Acquisition and will not regard any other person as its client in
relation to the Acquisition and will not be responsible to anyone
other than Shurgard for providing the protections afforded to
clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to the Acquisition or any other matter
or arrangement referred to in this Announcement.
Goldman Sachs
International ("Goldman
Sachs"), which is authorised by the PRA and regulated by the
FCA and the PRA in the United Kingdom, is acting exclusively for
Lok'nStore and no one else in connection with the Acquisition and
will not be responsible to anyone other than Lok'nStore for
providing the protections afforded to clients of Goldman Sachs or
for providing advice in connection with the matters referred to in
this Announcement. No representation or warranty, express or
implied, is made by Goldman Sachs as to the contents of this
Announcement.
Cavendish
Capital Markets Limited ("Cavendish"), which, in the United
Kingdom, is authorised and regulated by the FCA, is acting
exclusively for Lok'nStore and no one else in connection with the
Acquisition and will not be responsible to anyone other than
Lok'nStore for providing the protections afforded to clients of
Cavendish nor for providing advice in relation to the Acquisition
or any other matter or arrangement referred to in this
Announcement.
Peel Hunt LLP
("Peel Hunt"), which, in
the United Kingdom, is authorised and regulated by the FCA, is
acting exclusively for Lok'nStore and no one else in connection
with the Acquisition and neither Peel Hunt nor any of its
affiliates will be responsible to anyone other than Lok'nStore
(whether or not a recipient of this Announcement) for providing the
protections afforded to clients of Peel Hunt nor for providing
advice in relation to the Acquisition or any other matter or
arrangement referred to in this Announcement.
Further information
This
Announcement is for information purposes only and is not intended
to, and does not, constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities or the solicitation of an
offer, vote or approval in any jurisdiction pursuant to the
Acquisition or otherwise, nor shall there be any sale, issuance or
transfer of securities of Lok'nStore in any jurisdiction in
contravention of applicable law.
Disclosure requirements of the
Code
Under Rule
8.3(a) of the Code, any person who is interested in 1 per cent. or
more of any class of relevant securities of an offeree company or
of any securities exchange 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 securities
exchange 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 securities exchange
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. on the tenth
business day following the commencement of the offer period and, if
appropriate, by no later than 3.30 p.m. on the tenth business day
following the Announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing
Disclosure.
Under Rule
8.3(b) of the Code, any person who is, or becomes, interested in 1
per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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. 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
securities exchange 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.
Electronic
Communications
Please be
aware that addresses, electronic addresses and certain information
provided by Lok'nStore Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from Lok'nStore may be provided to Shurgard during the Offer Period
as required under section 4 of Appendix 4 to the Code to comply
with Rule 2.11(c) of the Code.
Publication on a
website
A copy of
this Announcement will be available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Shurgard's website at
https://www.shurgard.com/corporate/investors/acquisitions/loknstore
and on Lok'nStore's website at
www.loknstore.co.uk/investors/recommended-cash-offer promptly
and in any event by no later than 12 noon on the Business Day
following the date of this Announcement. Neither the content of the
websites referred to in this Announcement nor the content of any
website accessible from hyperlinks in this Announcement is
incorporated into, or forms part of, this
Announcement.
General
If you are in
any doubt about the contents of this Announcement or the action you
should take, you are recommended to seek your own independent
financial advice immediately from your stockbroker, bank manager,
solicitor or independent financial adviser duly authorised under
the Financial Services and Markets Act 2000 if you are resident in
the UK or, if not, from another appropriate authorised independent
financial adviser.