Possible Offer for Urban Logistics REIT Plc (“Urban Logistics”)
LondonMetric Property Plc (“LondonMetric”) notes today’s announcement by Urban Logistics and confirms that, on 2 April 2025, it submitted a non-binding, indicative, cash and share proposal to acquire the entire issued and to be issued share capital of Urban Logistics (the “Proposed Acquisition”). LondonMetric awaits the response of the Board of Urban Logistics.
Under the Proposed Acquisition, LondonMetric believes that Urban Logistics shareholders would benefit from LondonMetric’s superior scale, enjoying (i) exposure to a larger, more diverse portfolio focused on structurally supported sectors and assets that enjoy high barriers to entry, (ii) strong income characteristics with sector leading weighted unexpired lease term of 19 years, fully occupied and high quality occupier covenants, (iii) the better and cheaper access to financing from which LondonMetric has benefitted alongside its recent assignation as an investment grade issuer, (iv) an internal management structure with strong alignment resulting from significant executive share ownership, in direct contrast to Urban Logistics’ external management structure, (v) an efficient cost structure with a sector leading EPRA cost ratio, and (vi) improved liquidity in the trading of its shares.
The Proposed Acquisition is subject to certain pre-conditions, which are waivable at LondonMetric’s sole discretion, including Urban Logistics not proceeding to execute the internalisation of its management arrangements.
There can be no certainty that an offer will be made. A further statement will be made as appropriate.
In accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on 9 May 2025, LondonMetric must either announce a firm intention to make an offer for Urban Logistics in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Urban Logistics, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.
Minimum price requirement and Code notices
Under Rule 2.4(c) of the Code, LondonMetric is required to provide details of any minimum level, or particular form, of consideration it would be obliged to offer under Rule 6 or Rule 11 (as appropriate). LondonMetric confirms that it has acquired 5,600,382 ordinary shares of Urban Logistics at a maximum price of 132.5 pence per share within the last 3 months and therefore, under Rule 6.1 of the Code, the Proposed Acquisition will not be made on less favourable terms, except with the consent of the Panel. LondonMetric confirms that it is not aware of any dealings in Urban Logistics shares that would require it to offer a particular form of consideration.
In the interest of confidentiality it has not been practical for LondonMetric to make enquiries of all persons acting in concert with it prior to the date of this announcement in order to confirm whether any further details are required to be disclosed under Rule 2.4(c)(iii) of the Code beyond the details disclosed in the paragraph above. To the extent that any further such details are identified following such enquiries, LondonMetric will make an announcement disclosing such details as soon as practicable, and in any event by no later than the time it is required to make its Opening Position Disclosure under Rule 8.1 of the Code.