LXB Retail Properties Plc Transfers and sales of remaining subsidiaries (4811Z)
May 20 2019 - 2:00AM
UK Regulatory
TIDMLXB
RNS Number : 4811Z
LXB Retail Properties Plc
20 May 2019
LXB Retail Properties Plc
(the "Company" or the "Group")
Transfers and sales of remaining subsidiaries
LXB Retail Properties Plc, the Jersey resident closed-ended real
estate investment company focused on edge of town and out of town
retail assets, announces that on:
(i) 7 May 2019, it transferred LXB RP (Kingsmead) Limited and
LXB Holdings 2 Ltd to the IW Group pursuant to an exercise of the
Put Option in accordance with the Scheme; and
(ii) 17 May 2019, it sold LXB RP (Rushden) Limited and LXB RP
(Skew Bridge) (together, the "Rushden SPVs"), being the SPVs that
held the Group's remaining investment in the leisure scheme at
Rushden Lakes, to Blizzard Estates Limited ("Blizzard") for
aggregate cash consideration of GBP697,619 (the "Rushden
Sale").
Following completion of the transfers described above and of the
Rushden Sale, the Board remains of the view set out in the
Company's announcement made on 18 April 2019 that the Dissolution
Return of Capital is expected to be approximately GBP2.0m, (1.2
pence per Ordinary Share).
Blizzard is a company owned by Stewart MacNeill, Giles Haywood
and Jon McCarthy who are partners of LXB3 Partners LLP, the Group's
Investment Adviser, and which is, accordingly, a related party of
the Company. In addition, the Board is aware that Blizzard has been
funded for the Rushden Sale by means of a loan from a company owned
and controlled by the CEO of the Investment Adviser, Tim Walton,
the terms of which include an element of profit share for that
entity as described in the Circular.
The Rushden Sale was a related party transaction to which Rule
13 of the AIM Rules applied. The directors of the Company confirm
that, having consulted with the Company's nominated advisor, J.P.
Morgan Securities plc, they consider the terms of the Rushden Sale
to be fair and reasonable insofar as the Shareholders are
concerned.
The Rushden SPVs were transferred to the Company at their net
book value. As part of the Rushden Sale, the Company agreed to
contribute GBP10,000 towards the costs of establishing a charity
for the purpose of benefiting the people of Rushden to which, as
described in the Circular, Blizzard would make a donation in
certain circumstances. Accordingly, the cash consideration received
by the Company on completion of the Rushden Sale equated to an
amount equal to the net book value of the Rushden SPVs less that
GBP10,000 contribution.
Following completion of the transfers described above and of the
Rushden Sale, the Company no longer has any subsidiary undertakings
and, accordingly, has disposed of substantially all of its assets
resulting in a fundamental change of business (within the meaning
of Rule 15 of the AIM Rules). As an "investing company", under Rule
5.6 to the AIM Note for Investing Companies the Company was not
required to obtain Shareholder approval under Rule 15 of the AIM
Rules for the Rushden Sale; rather, Rule 5.6 of the AIM Note for
Investing Companies applies such that the Company has 12 months
from the date of transfer to implement its Investing Policy in
accordance with Rule 15. If that is not fulfilled, Shareholders
should be aware that trading in the Ordinary Shares will be
suspended pursuant to Rule 40 of the AIM Rules (with any change to
the Investing Policy requiring the prior consent of Shareholders,
and the 12 month period continuing to apply notwithstanding).
However, as previously announced and in accordance with the
Scheme, the Board is now to seek an order from the Royal Court of
Jersey sanctioning the dissolution of the Company pursuant to
Article 127(2)(iv) of the Jersey Companies Law at a hearing to be
held at 10.00 a.m. on 21 May 2019 at the Royal Court of Jersey,
Royal Court Building, Royal Square, St. Helier, Jersey JE1 1BA. All
Shareholders have the right to attend the Court Dissolution Hearing
in person or through a Jersey Advocate to support or oppose the
granting of a Dissolution Order.
The following timetable sets out the expected dates of principal
events, some of which are indicative:
2019
Court Dissolution Hearing 10:00 a.m. on 21
May
Last day of dealings in, and for registration 22 May
of transfers of, and disablement in CREST
of, the Ordinary Shares
Record date for participation in Dissolution Close of business
Return of Capital on 22 May
Suspension of admission to trading on AIM, 7.30 a.m. on 23 May
listing on TISE and dealings in the Ordinary
Shares
CREST accounts credited and despatch of cheques As soon as possible
in respect of Dissolution Return of Capital on 30 May
Expected time and date of AIM Cancellation 7.00 a.m. on 31 May
and TISE Delisting
Expected time and date of Company Dissolution After 9.00 a.m. on
31 May
For further information please contact:
Unless otherwise defined, capitalised terms shall have the
meaning given to them in the circular to shareholders dated 1 March
2019 (the "Circular"), copies of which are available on the
Company's website (www.lxbproperties.com).
LXB3 Partners LLP Tel: 020 7432 7900
Tim Walton, CEO
J.P. Morgan Cazenove (NOMAD) Tel: 020 7742 4000
Bronson Albery/Paul Hewlett
Buchanan Tel: 020 7466 5000
Charles Ryland/Henry Wilson
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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