Announcement • Mar 06

+ 1 more update

LondonMetric Property Plc (LSE:LMP) completed the acquisition of LXI REIT plc (LSE:LXI) from Prestbury Incentives Ltd, Prestbury Investment Holdings Ltd, Artemis Investment Management LLP and others.

LondonMetric Property Plc (LSE:LMP) entered into agreement to acquire LXI REIT plc (LSE:LXI) from Prestbury Incentives Ltd, Prestbury Investment Holdings Ltd, Artemis Investment Management LLP and others for £1.7 billion on January 11, 2024. Under the terms of the Merger, each LXi Shareholder will be entitled to receive, for each LXi Share held: 0.55 New LondonMetric Shares (the "Exchange Ratio"). Under the terms, the transaction is intended that the Merger will be effected by means of a scheme of arrangement under Part 26 of the Companies Act. Following completion of the Merger, existing LondonMetric Shareholders will hold approximately 54 per cent. and LXi Shareholders will hold approximately 46 per cent. of the enlarged issued share capital of LondonMetric. The boards of directors of each of LondonMetric and LXi believe that the Merger would build on the strengths and strong track records of both companies to create a new major UK REIT, aligned to structurally supported sectors with high barriers to entry and income security, with a low cost base, better access to capital through greater scale, and enhanced scope for capital recycling and asset management to drive compounding income growth and total returns for shareholders. The Merger would result in, the creation of a new major UK REIT, with the Combined Group having a EPRA NTA of approximately £4.1 billion, becoming the fourth largest UK REIT, providing better access to capital and increasing share liquidity. Post completion of the transaction, holding in the Combined Group to be held by Nick Leslau and certain entities associated with him of 52,788,123 LondonMetric Shares. On the Effective Date, LXiwill become a wholly-owned subsidiary of LondonMetric and share certificates in respect of LXiShares will cease to be valid and should be destroyed. In addition, entitlements to LXi Shares held within the CREST system will be cancelled on the Effective Date. Prior to the Scheme becoming Effective, applications will be made to the FCA for the cancellation of the listing of LXi Shares on the Official List, and to the London Stock Exchange to cancel the trading of the LXi Shares on the Main Market, in each case to take effect from or shortly after the Effective Date. Fractions of the New LondonMetric Shares will not be allotted or issued pursuant to the Merger, but entitlements of Scheme Shareholders will be rounded down to the nearest whole number of New LondonMetric Shares and all fractions of New LondonMetric Shares will be aggregated and sold in the market as soon as practicable after the Merger becomes Effective. The LXi Directors, who have been so advised by Lazard and Jefferies as to the financial terms of the Merger, unanimously consider the terms of the Merger to be fair and reasonable. Accordingly, the LXi Directors intend to recommend unanimously that LXi Shareholders vote in favour of the Scheme at the Court Meeting and vote in favour of the LXi Resolution to be proposed at the LXi General Meeting. Similarly, the LondonMetric Directors consider the Merger to be in the best interests of LondonMetric Shareholders as a whole and, accordingly, the LondonMetric Directors intend to recommend unanimously to LondonMetric Shareholders to vote in favour of the LondonMetric Resolution to be proposed at the LondonMetric General Meeting which is to be convened to approve the Merger and related matters. Following completion of the Merger, it is expected that Nick Leslau will join the LondonMetric Board as a non-executive director. LondonMetric intends to delist LXi immediately following the Effective Date. Consequently, LXi will not require listed company governance structures and accordingly, it is intended that the LXi Directors will cease to be directors of LXi and its subsidiaries (as applicable) following completion of the Merger. Following the Effective Date, LondonMetric will remain listed on the premium listing segment of the Official List and admitted to trading on the Main Market. The registered office of LondonMetric will remain in London. The transaction is subject to the Panel's consent, LondonMetric reserves the right to elect to implement the Merger by way of a Takeover Offer. Under the terms of the Merger certain resolutions related to the Merger will be put to (i) the LXi Shareholders at the Court Meeting and at the LXi General Meeting and (ii) the LondonMetric Shareholders at the LondonMetric General Meeting, and the Merger is conditional upon such resolutions being passed by the requisite majorities. In order to become Effective, the Scheme must be approved by a majority in number of Scheme Shareholders present and voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders. In addition, at the LXi General Meeting, the LXi Resolution must be passed by LXi Shareholders representing at least 75 per cent. of the votes validly cast on that resolution, whether in person or by proxy. At the LondonMetric General Meeting, the LondonMetric Resolution requires the approval of a simple majority of votes cast, in person or by proxy, in order to be passed. The FCA having acknowledged to LondonMetric or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of theNewLondonMetricSharesto listing on the premium listing segment of the Official List has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("Listing Conditions")) admission will become effective as soon as a dealing notice has been issued by the FCA and any Listing Conditions having been satisfied. Including, all Authorisations required for the proposed acquisition of any shares or other securities (or the equivalent) in, or of control or management of, LXi or any other member of the Wider LXi Group by any member of the Wider LondonMetric Group having been obtained, in terms and in a form satisfactory to LondonMetric from all necessary Third Parties or persons with whom any member of the Wider LXi Group has entered into contractual arrangements or other material business relationships. It is expected that the Scheme will become Effective by 31 March 2024, subject to the satisfaction or waiver (as applicable) of the Conditions and the further terms set out. The net proceeds of such sale (after deduction of all expenses and commissions incurred in connection with the sale) will be distributed in due proportions to LXi Shareholders who would otherwise have been entitled to such fractions provided that individual entitlements to amounts of less than £5.00 will not be paid to Scheme Shareholders but will be retained for the benefit of LondonMetric. Patrick Long, Jolyon Coates and Sebastian O'Shea-Farren of Lazard & Co., Limited and Rishi Bhuchar, Tom Yeadon, Ed Matthews and Paul Bundred of Jefferies International Limited and Oliver Tucker, Ting Le Deng and Benni Azaria of Santander Corporate & Investment Banking are providing independent financial advice to the LXi Directors. The LondonMetric Directors have received financial advice from Bronson Albery, Tom Macdonald, Callum West and Patrick Colgan of Barclays Bank PLC, Capel Irwin, Carl Gough, Michael Nicholson and Henry Nicholls of Peel Hunt LLP and Ashish Agrawal, Jonty Edwards and Dipayan Chakraborty of J.P. Morgan Cazenove in relation to the Merger. In providing their advice to the LondonMetric Directors. CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to LondonMetric. Benjamin Lee, Richard Werner, Mark Brailsford and Victoria Newbold of Bryan Cave Leighton Paisner LLP is retained as legal adviser to LXi. Link Market Services Limited acted as transfer agent to LXI. LondonMetric Property Plc (LSE:LMP) completed the acquisition of LXI REIT plc (LSE:LXI) from Prestbury Incentives Ltd, Prestbury Investment Holdings Ltd, Artemis Investment Management LLP and others on March 5, 2024. As on March 4, 2024, the Court had sanctioned the Scheme, the Boards of LXi and LondonMetric are pleased to announce that the Court Order has been delivered to the Registrar of Companies Pursuant to the terms of the Scheme, Scheme Shareholders whose names appear on the register of members of LXi will be entitled to receive 0.55 New LondonMetric Shares for each LXi Share held by them at that time. Cyrus Ardalan (Non-Executive Chairman), Hugh Seaborn (Non-Executive Senior Independent Director), Ismat Levin (Non-Executive Director), Sandy Gumm (Non-Executive Director) and Nick Leslau (Non-Executive Director) have each resigned from the LXi Board with effect from March 5, 2024. As on March 6, 2024, Financial Conduct Authority has cancelled the listing of LXi Shares on the premium listing segment of the Official List and the London Stock Exchange has cancelled the trading of LXi Shares on the Main Market

CEO salary percentage	n/a
CEO tenure	1.2yrs
CEO ownership	0.08%
Management average tenure	1.4yrs
Board average tenure	2.2yrs

Name	Position	Tenure	Compensation	Ownership
Simon Lee	Chief Executive Officer	1.2yrs	no data	0.082% $ 1.8m
Alex MacEachin	Chief Financial Officer	1.2yrs	no data	no data
Alex Short	Chief Operating Officer	1.2yrs	no data	no data
Alex Mattey	Head of Investor Relations of LXi REIT Advisors Limited	6.2yrs	no data	no data
Nick Barker	Chief Compliance Officer of LXi REIT Advisors Limited	no data	no data	no data
Alissandra Cooke	General Counsel	1.7yrs	no data	no data
John White	Joint Fund Manager of LXi REIT Advisors Limited	no data	no data	0.029% $ 628.2k
Jamie Beale	Director of LXi REIT Advisors Limited	no data	no data	no data
Charlotte Fletcher	Head of Transactions of LXi REIT Advisors Limited	no data	no data	no data
Simon Haarer	Asset Management Director	4.3yrs	no data	no data
Charlotte Price	Head of Financial Planning & Analysis	1.2yrs	no data	no data
Barbora Melezinkova	Head of ESG	2.2yrs	no data	no data

Name	Position	Tenure	Compensation	Ownership
Nicholas Leslau	Non-Independent Non-Executive Director	1.7yrs	UK£29.48k	0.22% $ 4.8m
Cyrus Ardalan	Independent Chairman	2.2yrs	UK£100.00k	0.012% $ 264.0k
Hugh Seaborne	Non-Executive Senior Independent Director	2.2yrs	UK£48.00k	0.0024% $ 52.1k
Sandra Gumm	Non-Executive Non-Independent Director	1.7yrs	UK£29.48k	0.037% $ 819.1k
Ismat Levin	Independent Non-Executive Director	2.2yrs	UK£42.13k	0.00082% $ 18.0k

Data	Last Updated (UTC time)
Company Analysis	2024/03/05 16:48
End of Day Share Price	2024/03/05 00:00
Earnings	2023/09/30
Annual Earnings	2023/03/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

This company has been acquired

LXI REIT Management

Management criteria checks 0/4

Key information

Recent management updates

LXI REIT plc Appoints Sandy Gumm as Member of the Audit Committee and Chair of the Audit Committee

LXI REIT plc Announces John Cartwright,Non-Executive Director, Passed Away

LXI REIT plc, Annual General Meeting, Sep 07, 2023

Recent updates

FCA Cancels the Listing of LXI REIT Shares on the Premium Listing Segment of the Official List

LondonMetric Property Plc (LSE:LMP) completed the acquisition of LXI REIT plc (LSE:LXI) from Prestbury Incentives Ltd, Prestbury Investment Holdings Ltd, Artemis Investment Management LLP and others.

LXI REIT plc(LSE:LXI) dropped from FTSE All-Share Index (GBP)

Travelodge Hotels Limited acquired 66 Travelodge branded hotels of LXi REIT plc from LXI REIT plc (LSE:LXI).

LXI REIT plc Declares an Interim Quarterly Dividend in Respect of the Quarter Ended 31 December 2023, Payable on March 1, 2024

Travelodge Hotels Limited agreed to acquire 66 Travelodge branded hotels of LXi REIT plc from LXI REIT plc (LSE:LXI) for £210 million.

LXI REIT plc Appoints Sandy Gumm as Member of the Audit Committee and Chair of the Audit Committee

LXI REIT plc Announces John Cartwright,Non-Executive Director, Passed Away

LXI REIT plc Declares an Interim Quarterly Dividend in Respect of the Quarter Ended 30 September 2023, payable on 10 January 2024

LXi REIT Confirms Offer for 66 Hotels

LXI REIT plc to Report First Half, 2024 Results on Nov 30, 2023

LXI REIT plc Continues to Target an Annual Dividend for the Twelve-Month Period to 31 March 2024

LXI REIT plc Declares Interim Quarterly Dividend for the Quarter Ended 30 June 2023, Payable on 13 October 2023

LXI REIT plc, Annual General Meeting, Sep 07, 2023

An unknown buyer acquired St Albans retail park from LXI REIT plc (LSE:LXI) for GBP 31 million.

LXI REIT plc Declares Interim Quarterly Dividend for the Quarter Ended 31 March 2023, Payable on 7 July 2023

LXI REIT plc to Report Fiscal Year 2023 Results on Jun 07, 2023

LXi REIT plc Declares an Interim Quarterly Dividend for the Quarter Ended 31 December 2022, Payable on 10 March 2023

CEO

Leadership Team

Board Members

Company Analysis and Financial Data Status

Data Sources

Analysis Model and Snowflake

Industry and Sector Metrics

Analyst Sources

Analyst	Institution
Eleanor Frew	Barclays
Martyn King	Edison Investment Research
James Carswell	Peel Hunt LLP