Publication & Posting of the

RNS Number : 0830R

London & Stamford Property Ltd

16 August 2010

 



16^th August 2010

LONDON & STAMFORD PROPERTY LIMITED

Registration No. 47816

Registered Office:
2ND FLOOR, REGENCY COURT, GLATEGNY ESPLANADE, ST. PETER PORT,
GUERNSEY, GY1 3NQ.

TELEPHONE: [phone]

FACSIMILE: + 44 1481 716117
EMAIL: [e-mail]

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR AUSTRALIA.

This announcement is an advertisement and not a prospectus.

Neither London & Stamford Property Limited ("LSP") nor London & Stamford Property Plc (the "Company") is offering any new ordinary shares or other securities in connection with the proposals described in this announcement.

This announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in LSP or the Company or securities in any other entity, in any jurisdiction, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

The proposals below will be made solely through the Scheme Circular, which will contain the full terms and conditions, including details of how to vote in respect of the Scheme and Acquisition. Any acceptance or other response to the Scheme and/or Acquisition should be made only on the basis of the information in the Scheme Circular. LSP Shareholders are advised to read carefully the formal documentation once it has been despatched.

Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of the final prospectus to be published by the Company and any supplement thereto in connection with the admission of ordinary shares of the Company to the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities.

LSP Shareholders should consult their own tax advisers as to the tax implications of the Proposals.

The contents of this announcement have been prepared by and are the sole responsibility of LSP.

PUBLICATION & POSTING OF THE SCHEME CIRCULAR

Further to the announcement by LSP on 5 August 2010, LSP announces that it has today published and expects to post the Scheme Circular (including the notices convening the Scheme Court Meeting and the Extraordinary General Meeting) to LSP Shareholders later today, in relation to the following proposals:

(a)       The establishment of the Company as the holding company of LSP by way of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008 (the "Scheme");

(b)       The applications to the UKLA and the London Stock Exchange for admission of the Company's ordinary shares to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange ("Admission");

(c)       The election by the Enlarged Group for UK-REIT status (the "Election"); and

(d)       The internalisation of the management of the business by acquiring the business and assets
of LSI Management LLP (the "Acquisition"),

(together the "Proposals".)

In addition, the Scheme Circular will shortly be available to view on the Company's website, www.londonandstamford.com, and will be available for inspection at the offices of KBC Peel Hunt Ltd, 111 Old Broad Street, London EC2N 1PH during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted).

APPROVAL OF THE SCHEME AND THE ACQUISITION

Two separate resolutions will be put to LSP Shareholders, one to approve the Scheme and one to approve the Acquisition. LSP Shareholders may approve the resolution to effect the Scheme without approving the Acquisition Resolution, but not vice versa.

The Scheme requires the approval of a majority in number of those LSP Shareholders present and voting (either in person or by proxy) at the Scheme Court Meeting, who represent at least 75 per cent. in nominal value of the shares. The scheme must then be sanctioned by the Guernsey Court for the Scheme to become effective on Admission. 

The Acquisition is also subject to an LSP Shareholder vote at the Extraordinary General Meeting and requires a vote in favour of more than 50 per cent. of the votes cast in person (or in the event of a poll, by proxy) by the LSP Shareholders.

If the Scheme becomes effective, following the requisite approval of LSP Shareholders and the sanction of the Court:

·           existing LSP Shareholders will cease to own shares in LSP and will instead own shares in the Company (in the same proportions as their current shareholdings in LSP, save as a result of the issue of the Consideration Shares under the LSI Acquisition Agreement);

·           the Company will own the entire issued share capital of LSP;

·           the Company will also own the entire issued share capital of LSI (Investments) Limited, which is the owner of the LSP Group's properties at Stoke-on-Trent and Newcastle-Under-Lyme;

·           LSP will continue to own the Property Portfolio;

·           the Company will be listed on the premium segment of the Official List and the PLC Existing Shares and the New Ordinary Shares will be traded on the Main Market of the London Stock Exchange. LSP Existing Ordinary Shares will cease to be traded on AIM and the PLUS Market; and

·           the Enlarged Group will be a group UK-REIT upon Admission. The Company will be the principal company of the group UK-REIT.

If the Scheme is not sanctioned by the Court or does not become effective for any other reason, the Company will not apply for, or will withdraw any application for Admission. Further, if the Scheme does not become effective, LSP will remain admitted to trading on AIM and the PLUS Market and will continue to be externally managed as at present. As a consequence, conversion to UK-REIT status will not occur.

DELISTING AND ADMISSION TO THE OFFICIAL LIST

LSP confirms that it is the Company's intention to apply for admission to listing of its ordinary shares on the premium segment of the Official List and admission to trading on the Main Market. Pursuant to Rule 41 of the AIM Rules for Companies, LSP hereby gives notice of the intended cancellation of trading of its shares on the AIM market of the London Stock Exchange. 

Following the requisite approval of LSP shareholders, trading in LSP Existing Ordinary Shares is expected to be cancelled on AIM and the PLUS Market at 7.00 a.m. on 1 October 2010. The last day of dealing in the LSP Existing Ordinary Shares is expected to be 30 September 2010. It is expected that Admission will become effective and that dealings in the PLC Existing Ordinary Shares and the New Ordinary Shares will commence at 8.00 a.m. on 1 October 2010.

For further information contact:

London & Stamford Property Limited Rochelle Thompson, Butterfield Fulcrum Group (Guernsey) Ltd  Company Secretary	Tel: [phone]
KBC Peel Hunt Ltd (Nominated Adviser, Joint Financial Adviser and Joint Broker) Capel Irwin / David Anderson/ Kate Barlow	Tel: [phone]
Credit Suisse Securities (Europe) Limited (Joint Financial Adviser and Joint Broker) George Maddison / Robert Mayhew / Murdo Montgomery	Tel: [phone]
Kreab Gavin Anderson                                                                         Tel: [phone] Richard Constant / James Benjamin / Anthony Hughes	Tel: [phone]

Capitalised terms used in this announcement have the same meanings ascribed to them as set out in the announcement by LSP on 5 August 2010.

Your attention is drawn to the expected timetable of principal events below.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Event	2010
Posting Date of scheme of arrangement document to LSP shareholders	16 August
Latest time for receipt of blue Forms of Proxy for the Scheme Court Meeting(1)	10.00 a.m. on 13 September
Latest time for receipt of white Forms of Proxy for the Extraordinary General Meeting(2)	10.15 a.m. on 13 September
Voting Record Time(3)	6.00 p.m. on 13 September
Scheme Court Meeting (to approve the Scheme)	10.00 a.m. on 15 September
Extraordinary General Meeting (to approve the Acquisition) (4)	10.15 a.m. on 15 September
Publication of the Prospectus(5)	20 September
Scheme Court Hearing Date(6)	28 September
Scheme Record Date(6)	6.00 p.m. on 30 September
Cancellation of admission to trading on AIM and the PLUS Market, cessation of dealings in LSP Existing Ordinary Shares and disablement of LSP Existing Ordinary Shares in CREST(6)	7.00 a.m. on 1 October
Admission and dealings in the PLC Existing Ordinary Shares and the New Ordinary Shares expected to commence(6)	8.00 a.m. on 1 October
Effective Date of the Scheme(6)	1 October
CREST stock accounts credited in respect of the New Ordinary Shares(6)	8.00 a.m. on 1 October
Anticipated date for entry into UK-REIT regime	1 October
Despatch of definitive share certificates for New Ordinary Shares in certificated form	As soon as practicable, but no later than 14 days, following Admission. following Admission.

Notes:

(1)  Blue Forms of Proxy for the Scheme Court Meeting if not lodged by this deadline may be handed to LSP's registrars, Capita Registrars, on behalf of the chairman at the Scheme Court Meeting at any time before taking the poll.

(2)  White Forms of Proxy for the Extraordinary General Meeting must be lodged by 10. 15 a.m. on 13 September 2010 in order to be valid or, if the Extraordinary General Meeting is adjourned, not later than 48 hours before the time fixed for the holding of the adjourned meeting.

(3)  If either the Scheme Court Meeting or the Extraordinary General Meeting is adjourned, the Voting Record Time of the adjourned meeting(s) will be 48 hours before the time of such adjourned meeting.

(4)  The Extraordinary General Meeting is to commence at 10.15 a.m. or, if later, immediately after the conclusion or adjournment of the Scheme Court Meeting.

(5)  Subject to the Acquisition Resolution being passed at the Extraordinary General Meeting, the Company intends to publish the Prospectus on 20 September 2010. If the Acquisition Resolution is not passed, the date of publication of the Prospectus will be postponed to a date to be determined by the PLC Directors.

(6)  These dates are indicative only and will depend, among other things, on the date of publication of the Prospectus and the date upon which the Court sanctions the Scheme.

The dates set out in the expected timetable of principal events above and mentioned throughout this announcement are based on LSP's current expectations and may be subject to change. If the expected Scheme Court Hearing Date changes, LSP will give adequate notice of the change by issuing an announcement through a Regulatory Information Services. All LSP Shareholders have the right to attend the Scheme Court Meeting.

Notes:

LSP is an authorised closed-ended investment company incorporated in October 2007 in order to exploit opportunities that it anticipated in the UK property cycle. LSP invests in commercial property, including office, retail and industrial real estate assets, principally in the UK, and has a Property Portfolio comprising of fifteen investments, all of which are located in the UK.

LSI Management provides LSP with investment advisory and property management services and is authorised by the FSA to carry out certain regulated activities.

LSP is traded on AIM (LSP.L). Further information on LSP is available from LSP's website www.londonandstamford.com.

KBC Peel Hunt which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for LSP and the Company and for no one else in connection with the Proposals and will not be responsible to any person other than LSP and the Company for providing the protections afforded to clients of KBC Peel Hunt, nor for providing advice in relation to the Proposals, the content of this announcement or any matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on KBC Peel Hunt by FSMA or the regulatory regime established thereunder, neither KBC Peel Hunt nor any of its subsidiaries, branches 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 KBC Peel Hunt in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by KBC Peel Hunt, or on behalf of KBC Peel Hunt in connection with LSP, the LSP Existing Ordinary Shares or the Proposals. KBC Peel Hunt accordingly disclaims to the
fullest extent permitted by law all and any responsibility or liability to any person who is not a client of KBC Peel Hunt, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

Credit Suisse which is authorised and regulated by the Financial Services Authority in the United Kingdom, is acting for LSP and the Company and for no one else in connection with the Proposals and will not be responsible to any person other than LSP and the Company for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the Proposals, the content of this announcement or any matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Credit Suisse by FSMA or the regulatory regime established thereunder, neither Credit Suisse nor any of its subsidiaries, branches 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 Credit Suisse in connection with this announcement, any statement contained herein or otherwise, nor makes any representation or warranty, express or implied, in relation to, the contents of this announcement, including its accuracy, completeness or verification or for any other statement purported to be made by Credit Suisse, or on behalf of Credit Suisse in connection with LSP, the LSP Existing Ordinary Shares or the Proposals. Credit Suisse accordingly disclaims to the fullest extent permitted by law all and any responsibility or liability to any person who is not a client of Credit Suisse, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise have in respect of this announcement or any such statement.

FORWARD-LOOKING STATEMENTS

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "projects", "assumes", "expects", "intends", "may", "will", "would" or "should", or in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding LSP's and the Company's intentions, beliefs or current expectations concerning, among other things, the Enlarged Group's result of operations, financial condition, prospects, growth strategies and the industries in which the Enlarged Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, market position, LSP's and the Company's, earnings, financial position, return on capital, anticipated investments and capital expenditures, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein. Forward-looking statements contained in this announcement based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future.

Subject to LSP's and the Company's continuing obligations under the AIM Rules for Companies, the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules and FSMA, neither LSP nor the Company undertakes any obligation to update publicly or revise any forward looking statement whether as a result of new information, future events or otherwise. None of the statements made in this announcement in any way obviates the requirements of LSP and the Company to comply with the AIM Rules for Companies, the Listing Rules, the Prospectus Rules, the Disclosure and Transparency Rules and FSMA.

GENERAL NOTICE TO OVERSEAS SHAREHOLDERS

The availability of the Scheme Circular to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not so resident should inform themselves about and observe any applicable requirements in those jurisdictions.

Securities may not be offered or sold in the United States unless they are registered under the Securities Act of 1933, as amended (the "Securities Act") or are exempt from such registration requirements. The New Ordinary Shares proposed to be issued pursuant to the Scheme and Acquisition have not been and will not be registered under the Securities Act but will be issued in reliance on the exemption provided by Section 3(a)(10) thereof. The New Ordinary Shares will not be registered under the securities laws of any state of the United States, and will be issued in the United States pursuant to the Scheme in reliance on available exemptions from such state law registration requirements. Neither the United States Securities and Exchange Commission nor any US state securities commission has or will have reviewed or approved this announcement, the Scheme Circular, the Acquisition or the issue of the New Ordinary Shares and any representation to the contrary is a criminal offence in the United States.

 

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MSCUOOVRROAWAAR