FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
| (a) Full name of discloser: | LXI REIT PLC ("LXi") |
| (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | N/A |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | LXI REIT PLC (OFFEROR) |
| (d) Is the discloser the offeror or the offeree? | OFFEROR |
| (e) Date position held: The latest practicable date prior to the disclosure | 23 May 2022 |
| (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | YES
SECURE INCOME REIT PLC (OFFEREE) |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
| Class of relevant security:
| Secure Income REIT Plc ("SIR") Ordinary Shares of 10 Pence Each | |||
|
| Interests | Short positions | ||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | 1,184,5511 | 0.37 | NIL | - |
| (2) Cash-settled derivatives:
| NIL | - | NIL | - |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | NIL | - | NIL | - |
|
TOTAL: | 1,184,551 | 0.37 | NIL | - |
1 Prestbury Investment Partners Limited ("Prestbury") holds 1,184,551 SIR Shares, representing 0.37 per cent. of the issued share capital of SIR. As part of the Prestbury Acquisition (the proposed acquisition by Amalfi B Limited ("Amalfi"), conditional upon completion of the proposed acquisition of the entire issued share capital of SIR by LXi other than excluded shares to be implemented by Scheme of Arrangement under Part 26 of the UK Companies Act 2006 ("Companies Act") or, should LXi so elect by way of takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, and, where the context admits, any subsequent revision, variation, extension or renewal thereof) and in order to deliver the sale of Prestbury to Amalfi without those shares, LXi has agreed to purchase these shares from Prestbury for cash consideration at the same price per share as will be paid for SIR Shares by LXi under the Scheme. The acquisition of these shares by LXi is conditional upon the Scheme becoming effective. Completion will take place at the same time as the Scheme becomes Effective.
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | NONE
|
| Details, including nature of the rights concerned and relevant percentages: | NONE
|
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
| Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: | ||||||||||||||||||||||||||||||||||||
|
(a)Interests held by directors of LXi REIT Plc, their close relatives and related trusts
¹ This includes LXi Shares held by a family company controlled by John Cartwright. ² This includes LXi Shares held by Patricia Dimond's husband. (b) Interests and short positions held by connected advisers of LXi REIT Plc NONE
(c) Interests, short positions and rights to subscribe held by other presumed concert parties of LXi REIT Plc
¹ Ownership relates to the control of voting rights through acting as discretionary investment manager on behalf of underlying clients who hold the beneficial interest.
|
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
| Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" |
|
NONE
|
(b) Agreements, arrangements or understandings relating to options or derivatives
| Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" |
|
NONE
|
(c) Attachments
Are any Supplemental Forms attached?
| Supplemental Form 8 (Open Positions) | YES |
| Supplemental Form 8 (SBL) | NO |
Date of disclosure: | 24 May 2022 |
Contact name: | Jenny Thompson, Sanne Fund Services (UK) Limited |
Telephone number: | 020 3327 9820 |
Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
| Full name of person making disclosure: | LXI REIT PLC ("LXi") |
| Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | SECURE INCOME REIT PLC ("SIR") |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
| Ordinary Shares of 10 pence each | Agreement to purchase | Written | 1,184,551 | n/a | n/a | 26 September 2022 (or such later date (if any) as LXi and SIR may agree, with the consent of the Panel, and the Court may allow) |
3. AGREEMENTS TO PURCHASE OR SELL ETC.
| Full details should be given so that the nature of the interest or position can be fully understood: |
|
Prestbury Investment Partners Limited ("Prestbury") holds 1,184,551 SIR Shares, representing 0.37 per cent. of the issued share capital of SIR. As part of the Prestbury Acquisition (the proposed acquisition by Amalfi B Limited ("Amalfi"), conditional upon completion of the proposed acquisition of the entire issued share capital of SIR by LXi other than excluded shares to be implemented by Scheme of Arrangement under Part 26 of the UK Companies Act 2006 ("Companies Act") or, should LXi so elect by way of takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, and, where the context admits, any subsequent revision, variation, extension or renewal thereof) and in order to deliver the sale of Prestbury to Amalfi without those shares, LXi has agreed to purchase these shares from Prestbury for cash consideration at the same price per share as will be paid for SIR Shares by LXi under the Scheme. The acquisition of these shares by LXi is conditional upon the Scheme becoming effective. Completion will take place at the same time as the Scheme becomes Effective.
|
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
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