RECOMMENDED CASH AND SHARE OFFER FOR
A&J MUCKLOW GROUP PLC (“MUCKLOW”)
BY
LONDONMETRIC PROPERTY PLC (“LONDONMETRIC”)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
The boards of directors of LondonMetric and Mucklow are pleased to announce that they have reached agreement on the terms of a recommended offer pursuant to which LondonMetric will acquire the entire issued and to be issued ordinary share capital of Mucklow (the “Combination” forming the “Combined Group”). The Combination is to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.
Under the terms of the Combination, for each Mucklow Ordinary Share, Mucklow Shareholders will be entitled to receive:
2.19 New LondonMetric Shares
and
204.5 pence in cash
On the basis of the Closing Price per LondonMetric Ordinary Share of 205.8 pence on 22 May 2019, the Combination values each Mucklow Ordinary Share at 655.2 pence and the entire issued and to be issued ordinary share capital of Mucklow at approximately £414.7 million.
The Combination represents a premium of approximately:
• 19.7 per cent. to the Closing Price per Mucklow Ordinary Share of 547.5 pence on the Latest Practicable Date;
• 28.0 per cent. to the three-month volume weighted average price per Mucklow Ordinary Share of 512.0 pence (being the volume weighted average Closing Price for the three-month period ended on the Latest Practicable Date); and
• 11.4 per cent. to the Rolled-Forward Mucklow NAV1 per share of 588 pence.
1 Mucklow's Rolled-Forward NAV is based on EPRA NAV as at 31 December 2018 of £363.3m (572 pps) plus valuation uplift of £10m (16pps) between 31 December 2018 and 30 April 2019. Cushman & Wakefield's valuation report for Mucklow is in Appendix 5. The Mucklow Directors have confirmed that other adjustments are not material.
Following completion of the Combination, existing LondonMetric Shareholders will hold approximately 83.5 per cent. and Mucklow Shareholders 16.5 per cent. respectively in the Combined Group.
Highlights of the Combination
The Boards of LondonMetric and Mucklow believe there is a compelling strategic, operational and financial rationale for the Combination, providing a highly attractive investment case. In particular:
• both companies have complementary and high quality investment portfolios, with a similar focus on income, income growth and progressive dividend policies;
• the Combined Group will create a larger and more resilient company with gross property assets (including its shares in joint ventures) of £2.3 billion, comprising 72 per cent. distribution and industrial, with greater income diversification and total contracted rental income of £115.8 million;
• the terms of the Combination are based on a NAV-for-NAV valuation approach;
• the Combination is consistent with LondonMetric's strategy of increasing exposure to distribution and long income real estate assets, with the Combination accelerating LondonMetric's urban logistics exposure from £0.5 billion to £0.82 billion where rental growth is superior;
2 Includes Mucklow's multi-let industrial portfolio.
• the Combined Group will benefit from enhanced management expertise, providing a solution to succession planning for Mucklow's Chairman and Chief Executive;
• by combining the two complementary portfolios, LondonMetric will be able to unlock operational synergies3, accelerate identified asset management opportunities and deliver Mucklow's development and redevelopment opportunities;
3 The statement regarding unlocking operational synergies resulting from the Combination is not intended as a quantified financial benefit statement and should not be construed as such and is not subject to the requirements of Rule 28 of the Takeover Code. The statement should not be interpreted to mean that the unlocking of operational synergies will necessarily result in a quantifiable benefit to the Combined Group.
• the Combined Group will continue to operate with a conservative level of leverage and should benefit from a lower cost of borrowing in the future;
• the Combination is expected to be immediately earnings accretive4 through economies of scale and cost efficiencies, with rental reversion and portfolio initiatives expected to deliver further benefits, leading to material enhancement of earnings and dividend progression over the medium term; and
4 The statement that the Combination is earnings accretive is not intended as a profit forecast and should not be construed as such, and is not subject to the requirements of Rule 28 of the Takeover Code. The statement should not be interpreted to mean that the earnings per share in any future fiscal period will necessarily match or be greater than those for the relevant preceding financial period.
• the cash and share offer provides enhanced liquidity and a premium to the current share price for Mucklow Shareholders seeking to realise value, together with the ability to benefit from the income and value creation of a larger, more resilient business with greater geographical and income diversification, which will be focussed on delivering enhanced income led total returns for its shareholders.
The Combination will include a Mix and Match Facility so that eligible Mucklow Shareholders will be able to elect to vary the proportion of cash and New LondonMetric Shares they receive, subject to offsetting elections being made by other Mucklow Shareholders. The Mix and Match Facility will not change the total number of New LondonMetric Shares to be issued by LondonMetric or the total cash consideration to be paid pursuant to the Combination.
On 12 February 2019, Mucklow announced its first and second quarterly interim dividends in respect of the periods June to September 2018 (the “Mucklow First Quarterly Interim Dividend”) and October to December 2018 (the “Mucklow Second Quarterly Interim Dividend”), each of 5.24 pence per Mucklow Ordinary Share. The Mucklow First Quarterly Interim Dividend was paid on 15 April 2019. The Mucklow Second Quarterly Interim Dividend, which was due to be paid on 15 July 2019 to Mucklow Shareholders on the register of members on 14 June 2019, will now be paid on 26 June 2019 to Mucklow Shareholders on the register of members on 7 June 2019. Mucklow Shareholders will be entitled to receive and retain the Mucklow Second Quarterly Interim Dividend in full.
LondonMetric announced its results for the year ended 31 March 2019 today and has declared a fourth quarter dividend for the year ended 31 March 2019 of 2.5 pence per LondonMetric Ordinary Share (the “LondonMetric Fourth Quarter Dividend”). On the expected dividend payment timetable only existing LondonMetric Shareholders will be entitled to this dividend.
This announcement contains property valuations supported by valuation reports for Mucklow as at 30 April 2019 and LondonMetric as at 31 March 2019 pursuant to the requirements of Rule 29 of the Takeover Code. It is expected that the Combined Circular and Prospectus and the Scheme Document will be published as soon as reasonably practicable and in any event within 28 days of this announcement.
The offer made to effect the Combination relates only to the Mucklow Ordinary Shares and does not extend to the Mucklow Preference Shares, for which no offer is being made by LondonMetric.
Recommendations and shareholder support
The Mucklow Directors, who have been so advised by Numis as to the financial terms of the Combination, consider the terms of the Combination to be fair and reasonable. In providing advice to the Mucklow Directors, Numis has taken into account the commercial assessments of the Mucklow Directors.
The Mucklow Directors intend unanimously to recommend that Mucklow Shareholders vote in favour of the Scheme at the Mucklow Court Meeting and vote in favour of the Mucklow Resolution to be proposed at the Mucklow General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings of 455,170 Mucklow Ordinary Shares representing, in aggregate, approximately 0.72 per cent. of the ordinary share capital of Mucklow in issue on the Latest Practicable Date.
In addition to the Mucklow Directors, various members of the Mucklow family have undertaken irrevocably to vote in favour of the Scheme at the Mucklow Court Meeting and to vote in favour of the Mucklow Resolution to be proposed at the Mucklow General Meeting in respect of their own beneficial holdings of 12,251,734 Mucklow Ordinary Shares representing, in aggregate, approximately 19.36 per cent of the ordinary share capital of Mucklow in issue on the Latest Practicable Date.
LondonMetric has also received irrevocable undertakings from each of Unicorn Asset Management Limited, TR Property Investment Trust Plc and Wesleyan Assurance Society to vote in favour of the Scheme at the Mucklow Court Meeting and to vote in favour of the Mucklow Resolution to be proposed at the Mucklow General Meeting, in respect of a total of 9,913,713 Mucklow Ordinary Shares, representing, in aggregate, approximately 15.66 per cent of the ordinary share capital of Mucklow in issue on the Latest Practicable Date. In addition, M&G Limited with a beneficial holding of 2,283,330 Mucklow Ordinary Shares representing approximately 3.61 per cent, has given a statement of intent to vote in favour of the Scheme at the Mucklow Court Meeting and to vote in favour of the Mucklow Resolution to be proposed at the Mucklow General Meeting.
In total, therefore, LondonMetric has received irrevocable undertakings and a statement of intent to vote in favour of the Scheme at the Mucklow Court Meeting and to vote in favour of the Mucklow Resolution to be proposed at the Mucklow General Meeting in respect of 24,903,947 Mucklow Ordinary Shares representing, in aggregate, approximately 39.35 per cent. of the ordinary share capital of Mucklow in issue on the Latest Practicable Date.
The Combination constitutes a Class 1 transaction for LondonMetric for the purposes of the Listing Rules. Accordingly, the Combination will be conditional on the approval of the LondonMetric Shareholders at the LondonMetric General Meeting.
The LondonMetric Board has received financial advice from Peel Hunt and J.P. Morgan Cazenove in relation to the Combination. In providing its advice, each of Peel Hunt and J.P. Morgan Cazenove has relied upon the commercial assessments of the LondonMetric Board.
The LondonMetric Board considers the Combination to be in the best interests of LondonMetric Shareholders as a whole and intends unanimously to recommend that LondonMetric Shareholders vote in favour of the LondonMetric Resolution to be proposed at the LondonMetric General Meeting which is to be convened to approve the Combination, as the LondonMetric Directors have irrevocably undertaken to do in respect of their own holdings of, in aggregate, 24,398,662 LondonMetric Ordinary Shares, representing approximately 3.48 per cent. of the ordinary share capital of LondonMetric in issue on the Latest Practicable Date.
Unicorn Asset Management Limited which has provided an irrevocable undertaking to vote in favour of the Scheme in respect of its shareholding in Mucklow, is also a shareholder of LondonMetric and has provided an irrevocable undertaking to vote in favour of the LondonMetric Resolution to be proposed at the LondonMetric General Meeting in respect of 10,520,000 LondonMetric Ordinary Shares representing, in aggregate, approximately 1.50 per cent. of the ordinary share capital of LondonMetric in issue on the Latest Practicable Date. In addition, M&G Limited, which has provided a statement of intent to vote in favour of the Scheme in respect of its shareholding in Mucklow, is also a shareholder of LondonMetric and has provided a statement of intent to vote in favour of the LondonMetric Resolution to be proposed at the LondonMetric General Meeting in respect of 9,216,692 LondonMetric Ordinary Shares representing approximately 1.32 per cent. of the ordinary share capital of LondonMetric in issue on the Latest Practicable Date.
Accordingly, LondonMetric has received irrevocable undertakings and a statement of intent to vote in favour of the LondonMetric Resolution to be proposed at the LondonMetric General Meeting in relation to the Combination, in respect of a total of 44,135,354 LondonMetric Ordinary Shares, representing approximately 6.30 per cent. of the ordinary share capital of LondonMetric in issue on the Latest Practicable Date.
Further details of these irrevocable undertakings and the statement of intent are set out in Appendices 3 and 4 to this announcement.
Commenting on the Combination, Patrick Vaughan, Chairman of LondonMetric, said:
“I am pleased that we have agreed a £414.7 million recommended offer to acquire A&J Mucklow. The combination of their assets, of which approximately 70% is in distribution and industrial property, is consistent with our strategy of increasing our urban logistics exposure. The combination has compelling strategic and portfolio rationale with strong operational and financial benefits. I am delighted to say that we think this deal will be immediately earnings enhancing for shareholders. There will be work to do, but we are excited by the reversionary and asset management potential of their assets which will underpin and further support our progressive dividend policy.”
Commenting on the Combination, Rupert Mucklow, Chairman and Chief Executive of Mucklow, said:
“I have got to know Andrew and his team well over the last few months and am confident LondonMetric is the right fit for Mucklow. LondonMetric has a complementary portfolio which mirrors Mucklow's focus on high quality income producing properties and the LondonMetric management team has the necessary expertise to build on the success that Mucklow has achieved over the 57 years it has been a listed company. The Combination recognises the value of the Mucklow portfolio and resolves the uncertainty around succession planning. I am excited about the future for the combined group as a more resilient and diversified UK-REIT.”