TIDMSIR TIDMLXI
RNS Number : 5586R
Secure Income REIT PLC
06 July 2022
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
6 July 2022
RECOMMED SHARE OFFER WITH A PARTIAL CASH ALTERNATIVE
FOR
SECURE INCOME REIT PLC
BY
LXI REIT PLC
to be effected by means of a Scheme of Arrangement under Part 26
of the Companies Act 2006
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
On 22 June 2022, the Board of Secure Income REIT plc ("SIR")
announced the passing of resolutions by overwhelming majorities, at
a Court Meeting and General Meeting of SIR Shareholders held on the
same date as the announcement, approving the recommended merger of
LXi REIT plc ("LXi") and SIR (the "Merger") to be implemented by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme"), the terms of which are set
out in the scheme document published by SIR on 1 June 2022 (the
"Scheme Document").
On 22 June 2022, the Board of LXi announced the passing of the
resolution, also by an overwhelming majority, at the LXi General
Meeting, held on the same date as the announcement, approving the
Merger and certain related matters.
Further to SIR's announcement on 4 July 2022 that the Court had
sanctioned the Scheme, the Boards of SIR and LXi announce that the
Court Order has been delivered to the Registrar of Companies today
and, accordingly, the Scheme has now become effective in accordance
with its terms. The entire issued ordinary share capital of SIR is
therefore now owned by LXi.
Scheme Shareholders on the register at the Scheme Record Time,
being 6.00 p.m. yesterday, 5 July 2022, will receive, in respect of
their Scheme Shares for which no valid election for the Partial
Cash Alternative was made (a "Cash Election"), 3.32 New LXi Shares
for each Scheme Share held. Holders of approximately 44.6 per cent.
of the total number of Scheme Shares at the Scheme Record Time have
not elected to participate in the Partial Cash Alternative and will
therefore receive all of their consideration in the form of New LXi
Shares.
Cash Elections were made in aggregate in respect of 179,442,647
Scheme Shares, representing approximately 55.4 per cent. of the
total number of Scheme Shares as at the Scheme Record Time.
Cash Elections for the basic entitlement of 118.88 pence per
Scheme Share were made in respect of 134,238,303 Scheme Shares.
Pursuant to the terms of the Scheme, Scheme Shareholders who made
valid Cash Elections for the basic entitlement have had such
elections satisfied in full and will receive the basic entitlement
of 118.88 pence in cash per SIR Share together with 2.488 New LXi
Shares for each SIR Share.
Scheme Shareholders who made valid Cash Elections for less than
their basic entitlement have had such elections satisfied in
full.
Elections for cash in excess of the basic entitlement will be
scaled back pro rata in accordance with the terms of the Scheme in
order that the aggregate cash consideration does not exceed the
maximum amount of cash consideration under the terms of the Scheme.
Accordingly, Scheme Shareholders who made valid Cash Elections for
more than their basic entitlement will receive their basic
entitlement of 118.88 pence per Scheme Share together with
approximately 62.2 per cent of the cash consideration amount they
requested in excess of their basic entitlement.
Admission of the SIR Shares to trading on AIM will be cancelled
with effect from 7.00 am on 7 July 2022.
It is expected that 802,903,495 New LXi Shares will be issued
pursuant to the Scheme and that the admission to listing of the New
LXi Shares and re-admission to listing of the existing LXi Shares
(911,569,741 ordinary shares), in each case on the premium listing
segment of the FCA's Official List, and the admission to trading of
the New LXi Shares and the re-admission to trading of the existing
LXi Shares, in each case on the London Stock Exchange's main market
for listed securities, will take place at 8.00 am on 7 July
2022.
LXi's issued share capital will therefore consist of
1,714,473,236 ordinary shares, each with equal voting rights. LXi
holds no shares in treasury. This figure may be used by LXi
Shareholders as the denominator for the calculation by which they
will determine if they are required to notify their interest in, or
a change to their interest in, LXi under the Disclosure Guidance
and Transparency Rules.
LXi will despatch share certificates in respect of New LXi
Shares and cheques in respect of the cash consideration pursuant to
the Partial Cash Alternative, or effect settlement through CREST,
as appropriate, within 14 days of the Effective Date, being today,
6 July 2022, as set out in the Scheme Document.
All consents required from the lenders to the SIR group in
connection with the Merger have been obtained and hence the
Backstop Facility described in the Scheme Document will not be
utilised.
General
Unless otherwise defined, all capitalised terms in this
announcement shall have the same meaning given to them in the
Scheme Document, a copy of which is available on the SIR website at
https://www.SecureIncomeREIT.co.uk/ and on the LXi website at
https://www.LXiREIT.com.
All references in this announcement to times are to times in
London.
Enquiries
Secure Income REIT Plc
Nick Leslau
Sandy Gumm
Mike Brown +44 20 7647 7647
Rothschild & Co (lead financial adviser and joint Rule 3 adviser to SIR)
Alex Midgen
Sam Green
Jake Shackleford +44 20 7280 5000
Stifel (joint financial adviser, joint Rule 3 adviser and nominated adviser to SIR)
Mark Young
Stewart Wallace
Rajpal Padam +44 20 7710 7100
FTI Consulting (communications adviser to SIR)
Dido Laurimore
Eve Kirmatzis +44 20 3727 1000
LXi
Simon Lee
Freddie Brooks via Maitland/amo
John White
Jefferies International Limited (lead financial adviser to LXi)
Rishi Bhuchar
Tom Yeadon
Ed Matthews
Paul Bundred +44 20 7029 8000
Peel Hunt LLP (sponsor and joint financial adviser to LXi)
Luke Simpson
Carl Gough
Liz Yong
Huw Jeremy +44 20 7418 8900
Barclays Bank PLC, acting through its Investment Bank (joint financial adviser to LXi)
Bronson Albery
Omar Faruqui
Callum West +44 20 7623 2323
HSBC Bank plc (joint financial adviser to LXi)
Anthony Parsons
Ali Razvi
Alex Thomas +44 20 7991 8888
Maitland/amo (communications adviser to LXi)
James Benjamin +44 7747 113 930
Bryan Cave Leighton Paisner LLP is acting as legal adviser to
SIR in connection with the Merger.
Stephenson Harwood LLP is acting as legal adviser to LXi in
connection with the Merger.
NOTICES
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for SIR and no one
else in connection with the matters described in this announcement
and will not be responsible to anyone other than SIR for providing
the protections afforded to clients of Rothschild & Co nor for
providing advice in connection with any matter referred to herein.
Neither Rothschild & Co nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 Rothschild & Co
in connection with this announcement, any statement contained
herein, the Merger or otherwise. No representation or warranty,
express or implied, is made by Rothschild & Co as to the
contents of this announcement.
Stifel, which is authorised and regulated in the United Kingdom
by the FCA, is acting exclusively for SIR and no-one else in
connection with the matters described in this announcement and will
not be responsible to anyone other than SIR for providing the
protections afforded to clients of Stifel nor for providing advice
in connection with the matters referred to herein. Neither Stifel
nor any of its 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 Stifel in connection with this announcement, any
statement contained herein, the Merger or otherwise. No
representation or warranty, express or implied, is made by Stifel
as to the contents of this announcement.
Jefferies International Limited ("Jefferies"), which is
authorised and regulated in the United Kingdom by the FCA, is
acting exclusively for LXi and no-one else in connection with the
matters described in this announcement and will not be responsible
to anyone other than LXi for providing the protections afforded to
clients of Jefferies nor for providing advice in connection with
the matters referred to herein. Neither Jefferies nor any of its
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 Jefferies in connection with this announcement, any statement
contained herein, the Merger or otherwise. No representation or
warranty, express or implied, is made by Jefferies as to the
contents of this announcement.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for LXi and
no-one else in connection with the matters described in this
announcement and will not be responsible to anyone other than LXi
for providing the protections afforded to clients of Peel Hunt nor
for providing advice in connection with the matters referred to
herein. Neither Peel Hunt nor any of its 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 Peel Hunt in connection with
this announcement, any statement contained herein, the Merger or
otherwise. No representation or warranty, express or implied, is
made by Peel Hunt as to the contents of this announcement.
Barclays Bank PLC, acting through its Investment Bank
("Barclays"), which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting exclusively for
LXi and no one else in connection with the matters described in
this announcement and will not be responsible to anyone other than
LXi for providing the protections afforded to clients of Barclays
nor for providing advice in relation to the matters described in
this announcement or any other matter referred to in this
announcement. In accordance with the Takeover Code, normal United
Kingdom market practice and Rule 14e-5(b) of the Exchange Act,
Barclays and its affiliates will continue to act as exempt
principal trader in LXi securities on the London Stock Exchange.
These purchases and activities by exempt principal traders which
are required to be made public in the United Kingdom pursuant to
the Takeover Code will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website
at www.LondonStockExchange.com. This information will also be
publicly disclosed in the United States to the extent that such
information is made public in the United Kingdom.
HSBC Bank plc ("HSBC"), which is authorised by the PRA and
regulated in the United Kingdom by the FCA and the PRA, is acting
exclusively for LXi and no one else in connection with the matters
described in this announcement and will not be responsible to
anyone other than LXi for providing the protections afforded to
clients of HSBC, or for providing advice in connection with the
matters referred to herein. Neither HSBC nor any of its group
undertakings 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 HSBC in connection with this announcement or any
matter referred to herein.
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END
MSCUPUWWMUPPGPQ
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