The boards of directors of LondonMetric and Urban Logistics have announced that they have reached agreement on the terms of a recommended cash and share offer pursuant to which LondonMetric will acquire the entire issued and to be issued ordinary share capital of Urban Logistics. It is intended that the Acquisition will be effected by means of a scheme of arrangement under Part 26 of the Companies Act.
Under the terms of the Acquisition, for each Urban Logistics Share held, the Scheme Shareholders will be entitled to receive:
0.5612 New LondonMetric Shares
and
42.8 pence in cash
On the basis of the Closing Price per LondonMetric Share of 191.5 pence as at the Latest Practicable Date, the Acquisition values each Urban Logistics share at 150.3 pence and the entire issued and to be issued ordinary share capital of Urban Logistics at approximately £698.9 million, and the terms of the Acquisition represent:
- a premium of approximately 21.8 per cent. to the Closing Price per Urban Logistics Share on the Undisturbed Date of 123.4 pence;
- a premium of approximately 27.2 per cent. to the three-month volume weighted average price per Urban Logistics Share on the Undisturbed Date of 118.1 pence;
- a premium of approximately 31.5 per cent. to the six-month volume weighted average price per Urban Logistics Share on the Undisturbed Date of 114.3 pence; and
- an implied EPRA NTA discount of approximately 3 per cent. based on each of LondonMetric's and Urban Logistics' EPRA NTAs per share as at 30 September 2024.
In addition, Urban Logistics Shareholders will be entitled to receive and retain an Urban Logistics' interim dividend in respect of the second half of the financial year ended 31 March 2025, currently expected to be 4.35 pence per share, which is expected to be declared on or around the date of the publication of the Scheme Document and paid to Urban Logistics Shareholders on Urban Logistics' register of members on a record date set prior to the expected Scheme Record Time.
Following completion of the Acquisition, existing LondonMetric Shareholders will hold approximately 89 per cent. and Urban Logistics Shareholders will hold approximately 11 per cent. of the enlarged issued share capital of LondonMetric.
