CT Property Trust Limited - Results of Court and General Meetings

CT Property Trust Limited - Results of Court and General Meetings

PR Newswire

LONDON, United Kingdom, July 18

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

18 July 2023

RECOMMENDED ALL-SHARE OFFER

FOR

CT PROPERTY TRUST LIMITED ("CTPT")

BY

LONDONMETRIC PROPERTY PLC ("LONDONMETRIC")

to be effected by a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey

RESULTS OF COURT MEETING AND GENERAL MEETING

The Board of CTPT is pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended all-share offer for CTPT by LondonMetric (the "Acquisition"), all resolutions were duly passed with over 98 per cent. support from shareholders who voted on each resolution. In particular:

• the resolution to approve the Scheme was passed at the Court Meeting by the requisite majority of Scheme Shareholders; and
• the special resolution to authorise the CTPT directors to take all such action as they may consider necessary, desirable or appropriate for carrying the Scheme into full effect, including the amendment of CTPT's articles of incorporation, was passed at the General Meeting by the requisite majority of CTPT Shareholders.

Full details of the resolutions passed are set out in the notices of the Court Meeting and the General Meeting contained in Part 11 and Part 12 of the scheme document published and posted to CTPT Shareholders on 19 June 2023 (the "Scheme Document").

As previously announced, the boards of CTPT and LondonMetric reached agreement on the terms of the Acquisition on 24 May 2023, pursuant to which LondonMetric will acquire the entire issued and to be issued share capital of CTPT. As set out in the Scheme Document, it is intended that the Acquisition will be effected by means of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey.

Completion of the Acquisition remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Scheme Document, including the Court sanctioning the Scheme at the Sanction Hearing. The Sanction Hearing is expected to take place on 7 August 2023 with the Scheme becoming effective on the same date.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder present in person or by proxy was entitled to one vote per Scheme Share held at the Voting Record Time. The total number of Scheme Shares in issue at the Voting Record Time was 232,130,539. Consequently, the total number of voting rights in Scheme Shares at the Voting Record Time, and therefore for the purposes of the Court Meeting, was 232,130,539.

Results of Court Meeting	Scheme Shares voted		Scheme Shareholders who voted***		No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at the Court Meeting
	Number	%**	Number***	%**
FOR*	97,443,313	99.04	122	100.00	41.98
AGAINST	940,007	0.96	8	6.56	0.40
TOTAL	98,383,320	100.00	122	100.00	42.38

*Includes discretionary votes.

**Rounded to two decimal places.

***Where a Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in this column.

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting. Each CTPT Shareholder present in person or by proxy was entitled to one vote per CTPT Share held at the Voting Record Time. The total number of CTPT Shares in issue at the Voting Record Time was 240,705,539, of which 8,575,000 were held as Treasury Shares. Consequently, the total number of voting rights in CTPT at the Voting Record Time, and therefore for the purposes of the General Meeting, was 232,130,539.

Results of General Meeting	VOTES FOR*		VOTES AGAINST		TOTAL VOTES		VOTES WITHHELD***
	Number	% of shares voted **	Number	% of shares voted **	Number	% of issued share capital **	Number
Special Resolution to authorise the CTPT directors to take all such action as they may consider necessary, desirable or appropriate for carrying the Scheme into full effect including the amendment of CTPT's articles of incorporation.	96,702,358	98.95	1,027,686	1.05	97,730,044	42.10	197,632

* Includes discretionary votes.

** Rounded to two decimal places.
*** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Resolution.

A copy of the Resolution passed at the General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Expected Timetable

The outcome of today's meetings means that Conditions 2(a) and 2(b) (as set out in Part A of Part 4 of the Scheme Document) have been satisfied. Completion of the Acquisition remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Scheme Document, including the Court sanctioning the Scheme at the Sanction Hearing.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 9 of the Scheme Document and is also set out below. These dates and times are indicative only, may be subject to change (including as a result of changes to the Court timetable and, in particular, if an earlier date becomes available for the Court hearing to sanction the Scheme) and will depend, amongst other matters, on the date upon which: (i) the remaining Conditions are satisfied or (where applicable) waived; and (ii) the Court sanctions the Scheme. Subject to the Scheme being sanctioned by the Court, the Scheme is currently expected to become Effective on or around 7 August 2023.

CTPT will give notice of any change(s) to this indicative timetable by issuing an announcement through a Regulatory Information Service and, if required by the Panel, posting notice(s) of the change(s) to CTPT Shareholders and persons so entitled. All Scheme Shareholders have the right to attend the Sanction Hearing.

Event	Time and/or date
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, CTPT Shares Scheme Record Time Suspension of listing of CTPT Shares on the premium listing segment of the Official List and from trading on the Main Market Court hearing to sanction the Scheme	4 August 2023(1) 6.00 p.m. on 4 August 2023 7.30 a.m. on 7 August 2023 7 August 2023(2)
Effective Date of the Scheme	7 August 2023
Cancellation of listing of, and trading in, the CTPT Shares	by no later than 8.00 a.m. on 8 August 2023
New LondonMetric Shares issued to Scheme Shareholders	by 8.00 a.m. on 8 August 2023
Admission and commencement of dealings in New LondonMetric Shares	at or shortly after 8.00 a.m. on 8 August 2023
CREST accounts of Scheme Shareholders credited with New LondonMetric Shares	at or shortly after 8.00 a.m. on 8 August 2023 but no later than 21 August 2023
Despatch of share certificates for New LondonMetric Shares (in respect of Scheme Shares held in certificated form)	no later than 21 August 2023
Long Stop Date	24 November 2023(3)

Notes:

(1) CTPT Shares will be disabled in CREST from 6.00 p.m. on such date.

(2) A copy of the order of the Court which sanctions the Scheme must be filed with the Guernsey Registry within seven days after the date on which it is made.

(3) This is the latest date by which the Scheme may become Effective unless CTPT and LondonMetric agree a later date (with the consent of the Panel and, if required, the permission of the Court).

Helpline

If you have any questions about this announcement please contact CTPT's registrar, Computershare, at 13 Castle Street, St Helier, Jersey JE1 1ES or call on [phone], between 8.30 a.m. and 5.30 p.m. Monday to Friday (excluding public holidays in England and Wales). All calls to the helpline may be recorded and monitored for security and training purposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or give any legal, tax or financial advice.

Unless the context provides otherwise, words and expressions defined in the Scheme Document shall have the same meanings in this announcement. All references to time shown in this announcement are references to London (UK) time.

Enquiries:

CT Property Trust Limited	Tel: [phone]
Davina Walter, via Panmure Gordon
Panmure Gordon (UK) Limited (Rule 3 Adviser, Joint Financial Adviser and Broker to CTPT) Sapna Shah Tom Scrivens Atholl Tweedie Ashwin Kholi	Tel: [phone]
Dickson Minto Advisers (Joint Financial Adviser to CTPT) Douglas Armstrong	Tel: [phone]
Buchanan (PR Adviser to CTPT)
Helen Tarbet Henry Wilson Hannah Ratcliff	Tel: [phone] Tel: [phone] Tel: [phone]

Important notices

You should read this announcement and the Scheme Document and if you are in any doubt as to the action you should take, consult an independent financial adviser. In making an investment decision you must rely on your own examination of the terms of the Scheme, and the Acquisition, including the merits and risks involved. If you have any questions about the Scheme Document, please contact Computershare on the number set out above.

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Rule 3 adviser, joint financial adviser and corporate broker exclusively for CTPT and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than CTPT for providing the protections afforded to clients of Panmure Gordon nor for providing advice in connection with the matters referred to herein. Neither Panmure Gordon nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Gordon in connection with this announcement, any statement contained herein, the Acquisition, or otherwise.

Dickson Minto W.S. ("Dickson Minto Advisers"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for CTPT and for no one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than CTPT for providing the protections afforded to clients of Dickson Minto Advisers, or for providing advice in relation to the matters referred to herein. Neither Dickson Minto Advisers nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Dickson Minto Advisers in connection with the matters referred to in this announcement, or otherwise.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities, or a solicitation of an offer to buy any securities, pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

This announcement does not comprise a prospectus or a prospectus equivalent document.

The contents of this announcement do not amount to, and should not be construed as, legal, tax, business or financial advice. If you are in any doubt about the contents of this announcement, you should consult your own legal adviser, tax adviser or financial adviser for legal, tax, business or financial advice.

The statements contained in this announcement are made as at the date of this announcement, unless some other date is specified in relation to them, and service of this announcement shall not give rise to any implication that there has been no change in the facts set forth in this announcement since such date.

Overseas jurisdictions

The release, publication or distribution of this announcement into, in or from jurisdictions other than the United Kingdom and Guernsey may be restricted by the laws of those jurisdictions. Persons who are not resident in the United Kingdom or Guernsey or who are subject to the laws and/or regulation of other jurisdictions should inform themselves of, and observe, any applicable legal or regulatory requirements. In particular, the ability of CTPT Shareholders who are not resident in the United Kingdom or Guernsey or who are subject to the laws of another jurisdiction to participate in the Acquisition may be affected by the laws of the relevant jurisdiction in which they are located or to which they are subject. Any failure to comply with these restrictions or requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such requirements by any person.

Unless otherwise determined by LondonMetric, CTPT or required by the Code, and permitted by applicable law and regulation, participation in the Acquisition is not being made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions.

This announcement has been prepared in connection with proposals in relation to a scheme of arrangement and for the purposes of complying with the laws of Guernsey and the United Kingdom, the Code, the Listing Rules, the Disclosure Guidance and Transparency Rules, and the rules of the London Stock Exchange and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom or Guernsey.Nothing in this announcement, the Scheme Document or the documents accompanying the Scheme Document should be relied on for any other purpose.

The statements contained in this announcement are not to be construed as legal, business, financial or tax advice. Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme. It is the responsibility of any person into whose possession this announcement comes to satisfy themselves as to the full observance of the laws of any relevant jurisdiction in connection with the Acquisition including the obtaining of any governmental, exchange control or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes or levies due in such jurisdiction.

Further details in relation to Overseas Shareholders are contained in paragraph 12 of Part 2 of the Scheme Document. All CTPT Shareholders or other persons (including nominees, trustees and custodians) who would otherwise intend to or may have a contractual or legal obligation to forward this announcement to a jurisdiction outside the UK and Guernsey should refrain from doing so and seek appropriate professional advice before taking any action.

Further details in relation to Overseas Holders are contained in the Scheme Document.

Notice to US shareholders

CTPT Shareholders in the United States should note that the Acquisition relates to the securities of a Guernsey company with a listing on the London Stock Exchange and is proposed to be effected by means of a scheme of arrangement provided for under, and governed by, the Companies Law of Guernsey. This announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with the laws of Guernsey of the United Kingdom, the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company organised in Guernsey and listed on the London Stock Exchange, which differ from the procedural and disclosure requirements of the United States tender offer rules and proxy solicitation rules under the US Exchange Act. If, in the future, LondonMetric exercises the right to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations. Such Takeover Offer would be made by LondonMetric and no one else.

The financial information that is included in this announcement, the Scheme Document or that may be included in any other documents relating to the Acquisition, has been or will be prepared in accordance with IFRS and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The New LondonMetric Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act or under any laws or with any securities regulatory authority of any State or other jurisdiction of the United States and may only be offered or sold in the United States in reliance on an exemption from the registration requirements of the US Securities Act. The New LondonMetric Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. CTPT Shareholders who are or will be affiliates (as defined in Rule 144 under the US Securities Act) of LondonMetric or CTPT prior to, or of LondonMetric after, the Effective Date will be subject to certain US transfer restrictions relating to the New LondonMetric Shares received pursuant to the Scheme.

For the purpose of qualifying for the exemption from the registration requirement of the US Securities Act afforded by Section 3(a)(10) thereunder, CTPT will advise the Court that the Court's sanctioning of the Scheme will be relied on by LondonMetric as an approval of the Scheme following a hearing on the fairness of the terms and conditions of the Scheme to CTPT Shareholders at which all CTPT Shareholders are entitled to appear in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification is given to all CTPT Shareholders.

None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Acquisition or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

US holders of CTPT Shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. US holders of CTPT Shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Acquisition applicable to them.

It may be difficult for US holders of CTPT Shares to enforce their rights and claims arising out of US federal securities laws, since LondonMetric and CTPT are organised in countries other than the United States, and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, countries other than the United States. US holders of CTPT Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal practice in the UK and Guernsey and consistent with Rule 14e-5(b) of the US Exchange Act, LondonMetric, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in CTPT outside the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or the Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Further details in relation to US holders are contained in the Scheme Document.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by LondonMetric or CTPT contain statements about LondonMetric and/or CTPT and/or the Combined Group that are or may be deemed to be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "hopes" "projects", "continue", "schedule" or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of LondonMetric's or CTPT's or the Combined Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on LondonMetric's or CTPT's or the Combined Group's business.

These forward-looking statements are not based on historical fact and are not guarantees of future performance. By their nature, such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the entities' ability to control or estimate precisely. These factors include, but are not limited to, the satisfaction of or failure to satisfy all or any of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, the impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates and the outcome of any litigation.

Neither LondonMetric or CTPT, nor any of their respective associates or directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. All subsequent oral or written forward-looking statements attributable to LondonMetric or CTPT or any of their respective members, directors, officers, employees or advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. LondonMetric and CTPT disclaim any obligation to update any forward-looking or other statements contained in this announcement, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

Dealing disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the tenth business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the tenth business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

In accordance with Rule 26 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge, on CTPT's website at www.ctpropertytrust.co.uk/offer and on LondonMetric's website at www.londonmetric.com/investors/acquisition-ct-property-trust by no later than 12 noon on the Business Day following the publication of this announcement.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this announcement.

Availability of hard copies

In accordance with Rule 30.3 of the Code, CTPT Shareholders and persons so entitled may request a copy of the Scheme Document (and any information incorporated into it by reference to another source) in hard copy form free of charge. Such persons may also request that all future documents, announcements and information to be sent to that person in relation to the Acquisition should be in hard copy form.

If you would like to request a hard copy of this announcement please contact CTPT's registrar, Computershare at 13 Castle Street, St Helier, Jersey JE1 1ES, or by calling 0370 707 4040 or from overseas [phone]. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.

Information relating to CTPT Shareholders

Please be aware that addresses, electronic addresses and certain information provided by CTPT Shareholders, persons with information rights and other relevant persons for the receipt of communications from CTPT may be provided to LondonMetric during the Offer Period as required under Section 4 of Appendix 4 of the Code.

Scheme process

In accordance with Section 5 of Appendix 7 of the Code, CTPT will announce through a Regulatory Information Service key events in the Scheme process including the outcome of the Sanction Hearing.

No modification or revision to the Scheme will be made unless otherwise consented to by the Court and the Panel.

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