REG - UK Comm Prop REIT Ld Tritax Big Box REIT - SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

UK Commercial Property REITAnnouncement

16/05/2024 14:15

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RNS Number : 7737O  UK Commercial Property REIT Ltd  16 May 2024

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. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS
INSIDE INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

16 May 2024

RECOMMENDED ALL-SHARE COMBINATION

OF

TRITAX BIG BOX REIT PLC ("BBOX")

AND

UK COMMERCIAL PROPERTY REIT LIMITED ("UKCM")

 

effected by means of a Court-sanctioned scheme of arrangement under Part VIII
of the Companies Law of Guernsey

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

On 21 March 2024, it was announced that the boards of UKCM and BBOX had
reached agreement on the terms of a recommended all-share combination of BBOX
and UKCM  (the "Combination"), to be effected by means of a Court-sanctioned
scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008
(as amended) (the "Scheme").

As previously announced, UKCM published the scheme document in respect of the
Combination on 9 April 2024 (the "Scheme Document") and, on 2 May 2024, all
resolutions in respect of the Scheme were duly passed at the Court Meeting and
the General Meeting.

The Board of UKCM is now pleased to announce that, at the Sanction Hearing
held earlier today, the Royal Court of Guernsey sanctioned the Scheme and
granted the Court Order in connection with the Combination. As the Conditions
of the Combination have now been satisfied, or (where applicable) waived, the
Scheme has become effective in accordance with its terms.

Unless the context provides otherwise, words and expressions defined in the
Scheme Document shall have the same meanings in this announcement. All
references to time shown in this announcement are references to London (UK)
time.

Settlement

Pursuant to the terms of the Scheme, Scheme Shareholders whose names appeared
on the register of members of UKCM at the Scheme Record Time, being 6.00 p.m.
on 15 May 2024, will be entitled (subject to certain terms and conditions) to
receive 0.444 New BBOX Shares for each UKCM Share held.

As set out in the Scheme Document, settlement of the New BBOX Shares to which
any UKCM Shareholder is entitled under the Scheme will be effected:

(a)  in respect of UKCM Shareholders holding UKCM Shares in uncertificated
form as at the Scheme Record Time, through the crediting of CREST accounts at
or shortly after 8.00 a.m. on 17 May 2024 (but no later than 30 May 2024); and

(b)  in respect of UKCM Shareholders holding UKCM Shares in certificated form
as at the Scheme Record Time, by the despatch of share certificates by no
later than 30 May 2024.

As a result of the Scheme having become effective, share certificates in
respect of UKCM Shares have ceased to be valid documents of title and
entitlements to UKCM Shares held in uncertificated form in CREST have been
cancelled.

Dealings in UKCM Shares were suspended with effect from 7.30 a.m. today, 16
May 2024. Applications have been made to the London Stock Exchange to cancel
the trading in UKCM Shares on the Main Market, and to the Financial Conduct
Authority to cancel the listing of the UKCM Shares on the Official List, which
in each case is expected to take effect by no later than 8.00 a.m. on 17 May
2024.

UKCM Shareholders are referred to the Scheme Document, in particular paragraph
13 of Part 2 of the Scheme Document, which sets out in detail the full terms
and conditions of the settlement of the consideration payable for each UKCM
Share under the Combination. Fractions of New BBOX Shares will not be allotted
or issued to any Scheme Shareholder pursuant to the Combination and
entitlements of Scheme Shareholders to New BBOX Shares will be rounded down to
the nearest whole number of New BBOX Shares. All fractional entitlements to
New BBOX Shares will be aggregated and sold in the market as soon as
practicable. The net proceeds of such sale (after deduction of all expenses
and commissions incurred in connection with the sale) will be distributed by
BBOX in due proportions to Scheme Shareholders who would otherwise have been
entitled to such fractions provided that individual entitlements to amounts of
less than £5 will not be paid to Scheme Shareholders but will be retained for
the benefit of BBOX.

Directorate changes

As the Scheme has now become effective, UKCM duly announces that, as of 17 May
2024, Peter Pereira Gray, Michael Ayre, Chris Fry, Fionnuala Hogan and
Margaret Littlejohns will each step down from the UKCM Board (as well as the
boards of UKCM's subsidiaries). Each of Henry Franklin, Colin Godfrey, Petrina
Austin, Bjorn Hobart and Frankie Whitehead have been appointed as directors of
UKCM and each of its subsidiaries as of today's date.

Dealing disclosures

UKCM is no longer in an "Offer Period" as defined in the City Code on
Takeovers and Mergers (the "Code") and, accordingly, the dealing disclosure
requirements previously notified to those interested in UKCM Shares no longer
apply.

 

 

Enquiries:

 Rothschild & Co (Lead Financial Adviser and Sole Rule 3 adviser to UKCM)      +44 (0) 20 7280 5000
 Alex Midgen

 Sam Green

 Jake Shackleford
 Deutsche Numis (Joint Financial Adviser and Corporate Broker to UKCM)         +44 (0) 20 7260 1000
 Hugh Jonathan

 George Shiel
 FTI Consulting (UKCM Media Enquiries)                                         +44 (0) 20 3727 1000
 Richard Sunderland

 Andrew Davis

 Emily Smart

 

Important notices

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively as lead financial adviser and sole Rule 3 adviser to UKCM and for
no one else in connection with the Combination and the matters described in
this announcement and will not be responsible to anyone other than UKCM for
providing the protections afforded to clients of Rothschild & Co or for
providing advice in connection with the Combination or any matter described in
this announcement. 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, 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 Combination or otherwise.

Numis Securities Limited (trading for these purposes as Deutsche Numis)
("Deutsche Numis"), which is authorised and regulated by the FCA in the United
Kingdom, is acting exclusively for UKCM and for no one else in connection with
the Combination and the matters described in this announcement and will not be
responsible to anyone other than UKCM for providing the protections afforded
to its clients or for providing advice in connection with the Combination or
the matters described in this announcement. Neither Deutsche Numis nor any of
its affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, in contract, in tort, under statute or
otherwise) to any person who is not a client of Deutsche Numis in connection
with this announcement, any statement or other matter or arrangement referred
to herein, the Combination or otherwise.

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 does not comprise a prospectus or a prospectus equivalent
document.

The contents of this announcement do not amount to, and should not be
construed as, legal, tax, business or financial advice. If you are in any
doubt about the contents of this announcement, you should consult your own
legal adviser, tax adviser or financial adviser for legal, tax, business or
financial advice.

The statements contained in this announcement are made as at the date of this
announcement, unless some other date is specified in relation to them, and
service of this announcement shall not give rise to any implication that there
has been no change in the facts set forth in this announcement since such
date.

Overseas jurisdictions

The release, publication or distribution of this announcement, the Scheme
Document and any formal documentation relating to the Combination in, into or
from jurisdictions other than the United Kingdom or Guernsey may be restricted
by law and/or regulation and therefore any persons who are subject to the laws
of any jurisdiction other than the United Kingdom or Guernsey should inform
themselves about and observe any applicable legal or regulatory requirements.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law the companies and persons involved in the
Combination disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by BBOX or required by the Code, and permitted by
applicable law and regulation, the New BBOX Shares to be issued pursuant to
the Combination to Scheme Shareholders 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
Combination by any such use, means, instrumentality or form from 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 any formal documentation relating to the Combination are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from any Restricted Jurisdiction or any other
jurisdiction where to do so would constitute a violation of the laws of that
jurisdiction, and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
such documents in, into or from any Restricted Jurisdiction. Doing so may
render invalid any related purported vote in respect of the Combination

The availability of New BBOX Shares pursuant to the Combination to UKCM
Shareholders who are not resident in the United Kingdom or Guernsey or the
ability of those persons to hold such shares may be affected by the laws or
regulatory requirements of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom or Guernsey
should inform themselves of, and observe, any applicable legal or regulatory
requirements. UKCM Shareholders who are in doubt about such matters should
consult an appropriate independent professional adviser in the relevant
jurisdiction without delay.

This announcement has been prepared for the purpose of complying with English
law, Guernsey law and the 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 jurisdictions outside the United
Kingdom or Guernsey.

Further details in relation to Overseas Shareholders are contained in
paragraph 14 of Part 2 of the Scheme Document. All UKCM Shareholders or other
persons (including nominees, trustees and custodians) who would otherwise
intend to or may have a contractual or legal obligation to forward the Scheme
Document and the accompanying Forms of Proxy to a jurisdiction outside the
United Kingdom and Guernsey should refrain from doing so and seek appropriate
professional advice before taking any action.

US investors

UKCM Shareholders in the United States should note that the Combination
relates to the shares of a Guernsey company with a listing on the London Stock
Exchange and is proposed to be implemented pursuant to a scheme of arrangement
provided for under Guernsey company law. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or the tender
offer rules under the US Exchange Act. Accordingly, the Combination is subject
to the procedural and disclosure requirements, rules and practices applicable
in the United Kingdom or Guernsey involving a target company incorporated in
Guernsey and listed on the London Stock Exchange, which differ from the
requirements of US proxy solicitation or tender offer rules. Financial
information included in the Scheme Document has been or will be prepared in
accordance with UK IFRS or EU IFRS and thus may not be comparable to financial
information of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting principles in the
United States. Generally accepted accounting principles in the United States
differ in certain significant respects from UK IFRS and EU IFRS.

The New BBOX Shares have not been and will not be registered under the US
Securities Act or under the securities laws of any state or other jurisdiction
of the United States. Accordingly, the New BBOX Shares may not be offered,
sold, resold, delivered, distributed or otherwise transferred, directly or
indirectly, in or into or from the United States absent registration under the
US Securities Act or an exemption therefrom and in compliance with the
securities laws of any state or other jurisdiction of the United States. The
New BBOX Shares are expected to be issued in reliance upon the exemption from
the registration requirements of the US Securities Act provided by section
3(a)(10) thereof.

For the purposes of qualifying for the exemption from the registration
requirements of the US Securities Act afforded by Section 3(a)(10) thereof,
UKCM will advise the Court that the Court's sanctioning of the Scheme will be
relied on by BBOX as an approval of the Scheme following a hearing on the
fairness of the terms and conditions of the Scheme to UKCM Shareholders, at
which hearing all such shareholders are entitled to attend in person or
through counsel to support or oppose the sanctioning of the Scheme and with
respect to which notification has been given to all such shareholders.

None of the securities referred to in this announcement or the Scheme Document
have been approved or disapproved by the SEC, any state securities commission
in the United States or any other US regulatory authority, nor have such
authorities passed upon or determined the fairness or merits of such
securities or the Combination or upon the adequacy or accuracy of the
information contained in this announcement or the Scheme Document. Any
representation to the contrary is a criminal offence in the United States.

It may be difficult for US holders of UKCM Shares to enforce their rights and
claims arising out of the US federal securities laws, since BBOX and UKCM are
organised in countries other than the United States, and some or all of their
officers and directors may be residents of, and some or all of their assets
may be located in, jurisdictions other than the United States. US holders of
UKCM Shares may have difficulty effecting service of process within the United
States upon those persons or recovering against judgments of US courts,
including judgments based upon the civil liability provisions of the US
federal securities laws. US holders of UKCM 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. Further, it may be difficult to compel a non-US company
and its affiliates to subject themselves to a US court's judgment.

The receipt of New BBOX Shares pursuant to the Combination by a US UKCM
Shareholder may be a taxable transaction for US federal income tax purposes,
and may also be a taxable transaction under applicable state and local tax
laws, as well as foreign and other tax laws. Each UKCM Shareholder is urged to
consult its independent professional adviser immediately regarding the tax
consequences of the Combination.

Further details in relation to US holders are contained in the Scheme
Document.

Forward-looking statements

This announcement, the Scheme Document (including information incorporated by
reference into the Scheme Document), oral statements regarding the Combination
and other information published by BBOX and UKCM contain certain
forward-looking statements with respect to the financial condition,
strategies, objectives, results of operations and businesses of BBOX and UKCM
and their respective groups and certain plans and objectives with respect to
the Combined Group. These forward-looking statements can be identified by the
fact that they do not relate only to historical or current facts.
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of BBOX and UKCM about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements. The forward-looking statements contained in this announcement and
the formal documentation in respect of the Combination include statements
relating to the expected effects of the Combination on BBOX and UKCM, the
expected timing and scope of the Combination and other statements other than
historical facts. Forward-looking statements often use words such as
"anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "hope", "aims", "continue", "will", "may", "should", "would",
"could", or other words of similar meaning. These statements are based on
assumptions and assessments made by BBOX and/or UKCM in light of their
experience and their perception of historical trends, current conditions,
future developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty, because they
relate to events and depend on circumstances that are expected to occur in the
future and the factors described in the context of such forward-looking
statements in this announcement or the Scheme Document could cause actual
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 readers are therefore cautioned not to place undue reliance on these
forward-looking statements.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in global,
political, economic, business and/or competitive conditions, market and
regulatory forces, future exchange and interest rates, changes in tax rates
and future business combinations or dispositions.

Each forward-looking statement in this announcement speaks only as at the date
of this announcement. Neither BBOX nor UKCM, nor their respective groups,
assumes any obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law or by the rules of any
competent regulatory authority.

Publication on website

A copy of this announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Code will be available, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions,
for inspection on BBOX's website at
www.tritaxbigbox.co.uk/investors/shareholder-information/possible-all-share-offer-for-ukcm/
and on UKCM's website at www.ukcpreit.com/en-gb/merger by no later than 12
noon (London time) on the Business Day following the publication of this
announcement.

Save as expressly referred to in the Scheme Document, neither the contents of
these websites nor the content of any other website accessible from hyperlinks
on such websites is incorporated into, or forms part of, this announcement
and/or the Scheme Document.

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