REG - Highcroft Invs PLC LondonMetric - Results of the Court Meeting & the General Meeting

Londonmetric PropertyAnnouncement

15/05/2025 12:15

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RNS Number : 8613I  Highcroft Investments PLC  15 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.

15 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")

 

Results of the Court Meeting and the General Meeting

 

On 27 March 2025, the Boards of Highcroft and LondonMetric announced that they
had reached agreement on the terms of a recommended all-share offer, pursuant
to which LondonMetric will acquire the entire issued and to be issued share
capital of Highcroft (the "Acquisition").

The Acquisition is intended to be effected 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"). Capitalised terms in this announcement
(the "Announcement"), unless otherwise defined herein, have the same meanings
as set out in the Scheme Document.

Results of the Court Meeting and the General Meeting

Highcroft announces that, at the Court Meeting and General Meeting (together
the "Meetings") each held earlier today:

·      a majority in number of Scheme Shareholders who voted and were
entitled to vote, either in person or by proxy, who together represented not
less than 75 per cent. in value of the Scheme Shares voted, voted to approve
the Scheme at the Court Meeting; and

·      the requisite majority of Highcroft Shareholders (either in
person or by proxy) voted to pass the Resolution in connection with the
implementation of the Scheme at the General Meeting.

The resolutions were therefore duly passed. Full details of the resolutions
are set out in the notices of the Meetings contained in Parts 9 and 10 of the
Scheme Document, respectively.

The tables below set out the results of the poll at the Court Meeting and the
General Meeting. At the Court Meeting, each Scheme Shareholder present, in
person or by proxy, was entitled to one vote per Scheme Share held at the
Scheme Voting Record Time. At the General Meeting, each Highcroft Shareholder
present, in person or by proxy, was entitled to one vote per Highcroft Share
held at the Scheme Voting Record Time. The total number of Highcroft Shares in
issue at the Scheme Voting Record Time was 5,206,659, none of which are held
in treasury. Therefore, the total number of voting rights in Highcroft
exercisable at the Meetings at the Scheme Voting Record Time was 5,206,659.

Voting Results of the Court Meeting

 Vote     Number of Scheme Shares voted as a % of the total number of Scheme Shares
          entitled to vote on the resolution (%)

                                                                                     Number of Scheme Shareholders who voted   % of the voting Scheme Shareholders (%)   Number of Scheme Shares voted   % of Scheme Shares which were voted (%)
 For      72.75                                                                      86                                        96.63                                     3,787,862                       96.91
 Against  2.32                                                                       3                                         3.37                                      120,970                         3.09
 Total    75.07                                                                      89                                        100                                       3,908,832                       100

·                      Note that the percentages in the
table above are rounded to the nearest 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 column 3 above.

·                      Proxy appointments which gave
discretion to the Chair have been included in the vote "For" totals.

Voting Results of the General Meeting

Special Resolution

 Vote      No. of Highcroft Shares voted  % of Highcroft Shares voted (%)
 For       3,773,669                      96.89
 Against   121,080                        3.11
 Total     3,894,749                      100*
 Withheld  2,723                          -

·                      * Representing the total votes
validly cast as a % of issued share capital.

·                      Note that the percentages in the
table above are rounded to the nearest two decimal places.

·                      Proxy appointments which gave
discretion to the Chair have been included in the vote "For" totals.

·                      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.

Next steps and timetable

The outcome of today's Meetings means that Conditions 2(a) and 2(b) (as set
out in Part 4 of the Scheme Document) have been satisfied. The Acquisition
remains subject to the satisfaction or (where applicable) waiver of the
remaining Conditions as set out in Part 4 of the Scheme Document, including
(amongst other things) the sanction of the Scheme by the Court at the Court
Hearing, which is expected to be held on 20 May 2025, and delivery of a copy
of the Court Order to the Registrar of Companies.

The expected timetable of principal events for the implementation of the
Scheme remains as set out on page 12 of the Scheme Document and is set out
below. These times and dates are indicative only, based on Highcroft's and
LondonMetric's current expectations and subject to change. The dates will
depend, among other things, on the dates upon which: (i) the Conditions are
satisfied or (if capable of waiver) waived; (ii) the Court sanctions the
Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of
Companies. If any of the dates and/or times in this expected timetable change
materially, the revised dates and/or times will be notified to Highcroft
Shareholders via a Regulatory Information Service, on the TISE website:
http://www.tisegroup.com
(https://url.avanan.click/v2/___http:/www.tisegroup.com/___.YXAxZTpzaG9yZWNhcDphOm86NGNlZDBmNTFkNzEwZTRkZmMxY2E0ZTA1NDMxNzUzZWQ6NjpiOWUxOjdjMzJkZWVkM2ZkNTg4YjY1MGU4ZWJiODFlMGFiYWRiMTUwNTAwM2IzODFlNGQ0ZjliNDgwOTViN2Q1NzYyMzA6cDpUOk4)
, and by making such announcement available on Highcroft's website
at https://highcroftplc.com/recommended-offer/disclaimer-march-2025-files/
(https://url.avanan.click/v2/r02/___https:/highcroftplc.com/recommended-offer/disclaimer-march-2025-files/___.YXAxZTpzaG9yZWNhcDphOm86ZDdjOWQ2Y2FiNDgxYTU4YTYyYmViM2Y3MDQzNTU4M2I6Nzo0MmM1OjAxNzk4ZGEzNjZhY2ExZDk5NDEyNmE2MTE3NDJhZGUyNDg0YjRlZDEzZDU0MmNkOWU0OWU2ZDJjMmY5NDRjNTQ6cDpUOk4)
.

 Event                                                                           Time and/or date (2025)
 Last day for dealings in, and for registration of transfers of, Highcroft       19 May
 Shares on TISE

 Suspension of listing of, and dealings in, Highcroft Shares on TISE             5.00 p.m. on 19 May
 Scheme Record Time                                                              6.00 p.m. on 19 May
 Court hearing to sanction the Scheme                                            20 May
 Effective Date                                                                  21 May
 New LondonMetric Shares issued to Highcroft Shareholders                        8.00 a.m. on 22 May
 Admission and commencement of dealings in New LondonMetric Shares               8.00 a.m. on 22 May
 Cancellation of admission to trading on TISE of Highcroft Shares                8.00 a.m. on 22 May
 CREST accounts of Highcroft Shareholders credited with New LondonMetric Shares  on or after 8.00 a.m. on 22 May
 Latest date for despatch of share certificates for New LondonMetric Shares or   within 14 days of 21 May
 settlement through CREST
 Long-stop Date                                                                  27 July(1)

All references to time throughout this Announcement are to London time

Notes:

(1)    The Long-stop Date is the latest date by which the Scheme may become
Effective. However, the Long-stop Date may be extended to such later date as
Highcroft and LondonMetric may agree in writing (with the Panel's consent and
as the Court may approve (should such approval(s) be required)).

 

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

 LondonMetric Property plc                           +44 (0) 20 7484 9000
 Andrew Jones, Chief Executive
 Martin McGann, Finance Director
 Gareth Price, Investor Relations

 Peel Hunt (Financial Adviser and Corporate Broker)  +44 (0) 20 7418 8900
 Capel Irwin
 Michael Nicholson
 Henry Nicholls

 FTI Consulting (Communications Adviser)             +44 (0) 20 3727 1000
 Dido Laurimore
 Richard Gotla

 

Financial advisers

 

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.

 

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for LondonMetric 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 LondonMetric for
providing the protections afforded to clients of Peel Hunt, nor for providing
advice in relation to the matters referred to herein. Neither Peel Hunt 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 Peel Hunt 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 contains
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. If LondonMetric effects the Acquisition
by way of a scheme of arrangement under English law, 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 will advise 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.

 

Disclosure requirements of the Takeover Code (the "Code")

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
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%
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 pm (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 Takeover 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
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

 

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.

 

Rounding

 

Certain figures included in this Announcement have been subject to rounding
adjustments. Accordingly, figures shown for the same category presented in
different places may vary slightly and figures shown as totals in certain
tables may not be an exact arithmetic aggregation of the figures that precede
them.

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