REG - Highcroft Invs PLC LondonMetric - Court Sanction Scheme of Arrangement

Londonmetric PropertyAnnouncement

20/05/2025 17:30

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250520:nRST4768Ja&default-theme=true

RNS Number : 4768J  Highcroft Investments PLC  20 May 2025

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES)
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.

20 MAY 2025

RECOMMENDED ALL-SHARE ACQUISITION

of

HIGHCROFT INVESTMENTS PLC

("Highcroft")

by

LONDONMETRIC PROPERTY PLC

("LondonMetric")

to be effected by means of a Court-sanctioned scheme of arrangement under Part
26 of the Companies Act 2006 (the "Companies Act")

 

Court Sanction Scheme of Arrangement

 

On 15 May 2025, the Board of Highcroft announced the passing of resolutions,
at a Court Meeting of Scheme Shareholders and the General Meeting of Highcroft
Shareholders held on the same date as the announcement, approving the
recommended all-share offer, pursuant to which LondonMetric will acquire the
entire issued share capital of Highcroft (the "Acquisition"). This is to be
implemented by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act (the "Scheme"), full details of which were sent to
Highcroft Shareholders in the circular dated 24 April 2025 (the "Scheme
Document").

The Board of Highcroft is pleased to announce that the Court has today
sanctioned the Scheme and issued the Court Order in connection with the
Acquisition.

The Scheme is conditional only on the delivery of a copy of the Court Order to
the Registrar of Companies, which is expected to occur on 21 May 2025.

It is expected that cancellation of admission to trading on TISE of the
Highcroft Shares will take effect from 8.00 a.m. on 22 May 2025. It is
expected that, subject to the Scheme becoming Effective on 21 May 2025,
Admission of the New LondonMetric Shares will occur at 8.00 a.m. on 22 May
2025.

Capitalised terms used and not defined in this announcement have the meanings
given to them in the Scheme Document. All references in this announcement to
times are to times in London.

Enquiries

 

 Highcroft Investments plc                       +44 (0) 1869 352766
 Charles Butler, Non-Executive Chairman
 Paul Leaf-Wright, Chief Executive
 Roberta Miles, Finance Director

 Shore Capital (Financial Adviser to Highcroft)  +44 (0) 20 7408 4080
 Tom Griffiths
 Lucy Bowden

 

Financial adviser

 

Shore Capital and Corporate Limited ("Shore Capital"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively for
Highcroft and for no one else in connection with the matters referred to in
this announcement and the Scheme Document and will not be responsible to any
person other than Highcroft for providing the protections afforded to clients
of Shore Capital, nor for providing advice in relation to the matters referred
to herein. Neither Shore Capital 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 Shore Capital in connection with the matters referred to in
this announcement or otherwise.

 

Important Notices

 

This Announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly in, into or from the United States or any
other jurisdiction where to do so would constitute a violation of the relevant
laws or regulations of such jurisdiction.

 

This Announcement is for information purposes only and is not intended to and
does not constitute, or form part of, an offer to sell or an invitation to
purchase any securities or a solicitation of an offer to buy, otherwise
acquire, subscribe for, sell or otherwise dispose of any securities, or the
solicitation of any vote or approval in any jurisdiction, pursuant to the
Acquisition or otherwise, nor shall there be any purchase, sale, issuance,
transfer or exchange of securities or such solicitation pursuant to the
Acquisition or otherwise in any jurisdiction in which such offer, invitation,
solicitation, purchase, sale, issuance or exchange is unlawful. The
Acquisition will be made solely by means of the Scheme Document which will
contain the full terms and conditions of the Acquisition.

 

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

 

This Announcement does not constitute a prospectus or prospectus equivalent
document.

 

No person should construe the contents of this Announcement as legal,
financial or tax advice. If you are in any doubt about the contents of this
Announcement or the action you should take, you are recommended to seek your
own independent financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or from an independent financial adviser duly
authorised under FSMA, or another appropriately authorised independent
financial adviser, if you are in a territory outside the United Kingdom.

 

Overseas Shareholders

 

This announcement has been prepared for the purpose of complying with English
law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules, the TISE Listing Rules and the UK Listing Rules 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
of jurisdictions outside the United Kingdom. Nothing in this announcement, the
Scheme Document or the documents accompanying the Scheme Document should be
relied on for any other purpose.

 

The availability of the New LondonMetric Shares (and the ability of persons to
hold such shares) in, and the release, publication or distribution of this
announcement in or into, jurisdictions other than the United Kingdom may be
restricted by the laws and/or regulations of those jurisdictions. Persons into
whose possession this announcement comes who are not resident in the United
Kingdom, or who are subject to the laws and/or regulations of any jurisdiction
other than the United Kingdom, should inform themselves of, and observe, any
such applicable laws and/or regulations. In particular, the ability of persons
who are not resident in the United Kingdom or who are subject to the laws of
another jurisdiction to participate in the Acquisition may be affected by the
laws of the relevant jurisdictions in which they are located or to which they
are subject. Any failure to comply with the applicable 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 restrictions by any person.

 

Unless otherwise determined by LondonMetric or required by the Takeover Code
and permitted by applicable law and regulation, the Acquisition will not be
made, and the New LondonMetric Shares to be issued pursuant to the Acquisition
will not be 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 documentation
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, as doing so may invalidate any purported vote in respect of the
Acquisition and/or violate the laws in that jurisdiction.

 

Additional information for US investors

 

Highcroft Shareholders located in the United States should note that the
Acquisition relates to the securities of an English company with a listing on
TISE and is proposed to be implemented pursuant to a scheme of arrangement
provided for under English law. 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 Scheme is subject to
procedural and disclosure requirements and practices applicable to a scheme of
arrangement involving a target company in England listed on TISE, which are
different from the disclosure requirements of the US tender offer and proxy
solicitation rules.

 

The financial information included in this announcement and other
documentation related to the Acquisition has been or will have been prepared
in accordance with International Financial Reporting Standards and thus may
not be comparable to financial information of US companies or companies whose
financial statements are prepared in accordance with generally accepted
accounting principles in the United States.

 

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 the securities
laws of any state or other jurisdiction of the United States and may not be
offered or sold in the United States absent registration or an available
exemption from the registration requirements under the US Securities Act and
applicable US state securities laws. The New LondonMetric Shares to be issued
in the Acquisition will be issued in reliance on the exemption from the
registration requirements of the US Securities Act provided by Section
3(a)(10) thereof. Highcroft has advised the Court that the Court's sanctioning
of the Scheme will be relied upon by LondonMetric as an approval of the scheme
of arrangement following the hearing on its fairness to Highcroft
Shareholders.

 

The New LondonMetric Shares to be issued to Highcroft Shareholders in the
Acquisition pursuant to a scheme of arrangement under English law may
generally be resold without restriction under the US Securities Act, except
for resales by persons who are or will be affiliates (within the meaning of
Rule 144 under the US Securities Act). "Affiliates" of a company are
generally defined as persons who directly, or indirectly through one or more
intermediaries, control, or are controlled by, or are under common control
with, that company. Whether a person is an affiliate of a company for
purposes of the US Securities Act depends on the circumstances, but
affiliates can include certain officers, directors and significant
shareholders. Highcroft Shareholders who are or will be affiliates of
LondonMetric or Highcroft 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 as further described in
the Scheme Document. Highcroft Shareholders who believe that they may be or
will be affiliates for purposes of the US Securities Act should consult their
own legal advisors prior to any resale of New LondonMetric Shares received
under the Scheme.

 

None of the securities referred to in this announcement and the Scheme
Document have been approved or disapproved by the SEC 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
or the Scheme Document is accurate or complete. Any representation to the
contrary is a criminal offence in the United States.

 

US holders of Highcroft 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 Highcroft
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 Highcroft Shares to enforce their rights
and claims arising out of the US federal securities laws since LondonMetric
and Highcroft 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, jurisdictions other than the United States. US
holders of Highcroft 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 of Highcroft Shares 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
judgment.

 

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

 

Forward looking statements

 

This announcement (including information incorporated by reference into this
announcement), any oral statements made by LondonMetric or Highcroft in
relation to the Acquisition and other information published by LondonMetric or
Highcroft may contain statements about LondonMetric, Highcroft and/or the
Combined Group that are or may 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", "goals", "believes",
"expects", "aims", "intends", "will", "may", "anticipates", "estimates",
"projects", hopes", "continues", "would", "could", "should" 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 Highcroft'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 Highcroft'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 risks and uncertainties that could significantly affect
expected results and/or the operations of LondonMetric, Highcroft or the
Combined Group and are based on certain assumptions and assessments made by
LondonMetric and Highcroft in light of their experience and their perception
of historical trends, current conditions, future developments and other
factors they believe appropriate.

 

There are several factors which could cause actual results to differ
materially from those projected, expressed or implied in forward looking
statements. Among the factors that could cause actual results to differ
materially from those described in the forward looking statements are 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 the global,
political, economic, business, competitive, market and regulatory forces,
fluctuations in exchange and interest rates (including those arising from any
potential credit rating decline), changes in tax rates and future business
acquisitions or disposals, the success of business and operating initiatives
and restructuring objectives and the outcome of any litigation. Such
statements are qualified in their entirety by the inherent risks and
uncertainties surrounding future expectations. Except as expressly provided in
this announcement, they have not been reviewed by the auditors of LondonMetric
or Highcroft. Neither LondonMetric or Highcroft, 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 Highcroft
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 Highcroft
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.

 

Publication of this announcement on websites and availability of hard copies

 

A copy of this announcement and the documents required to be published
pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free
of charge, subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, on Highcroft's website at www.highcroftplc.com and
LondonMetric's website at https://www.londonmetric.com by no later than 12.00
p.m. on the Business Day following the date of this announcement.

 

In accordance with Rule 30.3 of the Takeover Code, Highcroft Shareholders and
persons with information rights may request a hard copy of this announcement
by contacting Highcroft's registrars, MUFG Corporate Markets, Corporate
Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom,
or by calling MUFG Corporate Markets on +44 (0) 371 664 0300. 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 9.00 a.m. and 5.30 p.m. (London time), Monday to
Friday (except public holidays in England and Wales). Please note that MUFG
Corporate Markets cannot provide any financial, legal or tax advice. Calls may
be recorded and monitored for security and training purposes. For persons who
receive a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent unless so
requested. Such persons may also request that all future documents,
announcements and information to be sent to them in relation to the
Acquisition should be in hard copy form.

 

For the avoidance of doubt, the contents of the aforementioned websites, and
any websites accessible from hyperlinks on those websites, are not
incorporated into and do not form part of this announcement.

 

Information relating to Highcroft Shareholders

 

Please be aware that addresses, electronic addresses and certain other
information provided by Highcroft Shareholders, persons with information
rights and other relevant persons for the receipt of communication from
Highcroft may be provided to LondonMetric during the Offer Period as required
by Section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of
the Takeover Code.

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  SOAQBLFLEELLBBB