REG - Highcroft Invs PLC LondonMetric - Scheme of Arrangement becomes Effective

Londonmetric PropertyAnnouncement

21/05/2025 09:30

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RNS Number : 5818J  Highcroft Investments PLC  21 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.

21 MAY 2025

RECOMMENDED ALL-SHARE ACQUISITION

of

HIGHCROFT INVESTMENTS PLC

("Highcroft")

by

LONDONMETRIC PROPERTY PLC

("LondonMetric")

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

 

Scheme of Arrangement becomes Effective

 

Further to Highcroft's announcement on 20 May 2025 that the Court had
sanctioned the Scheme, the Boards of Highcroft and LondonMetric are pleased to
announce that the Court Order has been delivered to the Registrar of Companies
today and, accordingly, the Scheme has now become Effective in accordance with
its terms. The entire issued ordinary share capital of Highcroft is therefore
now owned by LondonMetric. As a result, Highcroft is no longer in an "Offer
Period" as defined in the Code and accordingly the dealing disclosure
requirements previously notified to investors no longer apply.

Pursuant to the terms of the Scheme, Scheme Shareholders whose names appeared
on the register of members of Highcroft at the Scheme Record Time, being 6.00
p.m. on 19 May 2025, will be entitled to receive 4.65 New LondonMetric Shares
for each Scheme Share held by them at that time.

Admission to trading on TISE of the Highcroft Shares will be cancelled with
effect from 7.00 a.m. on 22 May 2025.

Applications have been made to the FCA and to the London Stock Exchange for
24,210,964 New LondonMetric Shares to be admitted to the Equity Shares
(Commercial Companies) segment of the Official List and to trading on the Main
Market, respectively. Admission of the New LondonMetric Shares to the Equity
Shares (Commercial Companies) segment of the Official List and to trading on
the Main Market will take place at 8.00 a.m. on 22 May 2025.

As set out in the Scheme Document, New LondonMetric Shares held in
uncertificated form are expected to be credited to CREST accounts on or after
8.00 a.m. on 22 May 2025 and LondonMetric will procure the despatch of share
certificates in respect of New LondonMetric Shares held in certificated form
on or before 4 June 2025.

Director Resignations

As the Scheme has now become Effective, Charles Butler (Non-Executive Chair),
Paul Leaf-Wright (Chief Executive), Roberta Miles (Chief Financial Officer),
David Warlow (Non-independent, Non-Executive Director) and Douglas Conn
(Non-Independent Non-Executive Director) have each resigned from the Highcroft
Board with effect from today, 21 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 Chair
 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 has been 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. 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.

 

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 website

 

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 by no
later than 12.00 p.m. on the Business Day following the date of this
Announcement.

 

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

 

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