REG-Zentra Group plc Zentra Group plc: Admission to the Access Segment of the AQSE Growth Market
08/11/2024 07:15
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Zentra Group plc (ZNT)
Zentra Group plc: Admission to the Access Segment of the AQSE Growth Market
08-Nov-2024 / 07:00 GMT/BST
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THIS ANNOUNCEMENT, TOGETHER WITH ANY DOCUMENTS INCORPORATED BY REFERENCE, SHALL BE DEEMED TO
CONSTITUTE AN ADMISSION DOCUMENT FOR THE PURPOSES OF THE AQSE GROWTH MARKET RULES FOR ISSUERS –
ACCESS. IT HAS NOT BEEN APPROVED OR REVIEWED BY THE AQUIS STOCK EXCHANGE OR THE FINANCIAL
CONDUCT AUTHORITY.
8 November 2024
ZENTRA GROUP PLC
(“Zentra”, “the Company” or “the Group”)
Admission to the Access Segment of the AQSE Growth Market
Zentra Group PLC, a UK-based residential developer, development manager and property manager
focused on the North of England, is pleased to announce that trading of its ordinary shares of
£0.01 each (“Shares”) consisting of 38,678,333 Shares is expected to commence at 8:00am on 22
November 2024 on the Access segment of the AQSE Growth Market (“Admission”) under the ticker
symbol ZNT and with its existing ISIN number GB00BLF79495, SEDOL number BLF7949 and LEI number
2138008ZZUCCE4UZHY23.
About Zentra Group plc
Zentra Group PLC (previously One Heritage Group PLC) is a property development and management
Company. It focuses on the residential sector primarily in the North of England, seeking out
value and maximising opportunities for investors. The Company is currently listed on the Equity
Shares (Transition) Segment for commercial companies previously on the Standard listing segment
of the Main Market of the London Stock Exchange, trading under the ticker ZNT.
For further information, please visit the Company’s website at 1 www.zentragroup.co.uk The
previous website 2 www.oneheritageplc.com will automatically redirect to the new website.
Information pursuant to AQSE Access Rule 6.2
The Company was incorporated and registered in England and Wales as a public limited company on
21 July 2020 under the Companies Act 2006 (the “Act”) with the name One Heritage Group plc and
with a registered number 12757649. It changed its name on 17 October 2024 to Zentra Group PLC.
The registered office and principal place of business in the United Kingdom is 80 Mosley
Street, Manchester, United Kingdom, M2 3FX. The Company’s website address is
3 www.zentragroup.co.uk
The information contained in the Listing Prospectus (December 2020) published in connection
with the admission of the Company’s Shares to the standard listing segment of the Official List
of the London Stock Exchange's Main Market is incorporated by reference to this announcement.
The Listing Prospectus is available
at https://zentragroup.co.uk/one-heritage-plc-investors-centre/financial-reports-presentations/
Strategy, Performance and Business Environment
The information contained in the announcement entitled “Strategic Update and Market Listing”
(“Strategic Update RNS”) published by the Company on 2 October 2024 in connection with the
Company's strategy and objectives and is incorporated by reference to this announcement. The
Strategic Update RNS is available at
https://zentragroup.co.uk/strategic-update-and-market-listing/
The information contained in the annual report for the year ended 30 June 2022, the annual
report for the year ended 30 June 2023 and the annual report for the year ended 30 June 2024
(“2024 Annual Report”) published by the Company are incorporated by reference to this
announcement. The 2024 Annual Report is available at
https://zentragroup.co.uk/one-heritage-plc-investors-centre/financial-reports-presentations
Whilst there have been no material changes in the Company’s borrowing and funding structure
since publication of the 2024 Annual Report, the Strategic Update RNS and the RNS on the
Lending Facility on 29 October 2024 sets out the Company’s proposed restructuring of debt and
capital allocation, including the strategic investment in the One Victoria project in
Manchester, sale of completed inventory and termination of its existing loan facility with One
Heritage Property Development Limited (Hong Kong) and entry into a new loan agreement with OH
UK Holdings Limited.
Except as disclosed in the Strategic Update RNS on 2 October 2024 and the RNS on the Lending
Facility on 29 October 2024, there has been no significant change in the financial position of
the Company since 30 June 2024, the date to which the 2024 Annual Report was prepared.
The Directors will continue to review the Company’s dividend policy with reference to
opportunities in the market and managements’ certainty in generating growing recurring
distributions in future periods. In the future, it is expected that investor returns will be a
combination of both dividends and capital growth.
Risk Factors
1. Strategy: Government regulation, planning policy and land availability
A risk exists that changes in the regulatory environment may affect the conditions and time
taken to obtain planning approval and technical requirements including changes to Building
Regulations or Environmental Regulations, increasing the challenge of providing quality homes
where they are most needed. Such changes may also impact our ability to meet our margin or site
return on capital employed (ROCE) hurdle rates (this ratio can help to understand how well a
company is generating profits from its capital as it is put to use). An inability to secure
sufficient consented land and strategic land options at appropriate cost and quality in the
right locations to enhance communities, could affect our ability to grow sales volumes and/or
meet our margin and site ROCE hurdle rates. The Group mitigates against these risks by
liaising regularly with experts and officials to understand where and when changes may occur.
In addition, the Group monitors proposals by Government to ensure the achievement of
implementable planning consents that meet local requirements and that exceed current and
expected statutory requirements. The Group regularly reviews land currently owned, committed
and pipeline prospects, underpinned with robust key business control where all land
acquisitions are subject to formal appraisal and approved by the senior executive team.
2. Delivery: Inadequate controls or failures in compliance will impact the Group performance.
A risk exists of failure to achieve excellence in construction, such as design and
construction defects, deviation from environmental standards, or through an inability to
develop and implement new and innovative construction methods. This could increase costs,
expose the Group to future remediation liabilities, and result in poor product quality, reduced
selling prices and sales volumes. To mitigate this, the Group liaises with technical experts to
ensure compliance with all regulations around design and materials, along with external
engineers through approved panels. It also has detailed build programmes supported by a robust
quality assurance.
3. Operations: Availability and cost of raw materials, sub-contractors, and suppliers
A risk exists that not adequately responding to shortages or increased costs of materials and
skilled labour or the failure of a key supplier, may lead to increased costs and delays in
construction. It may also impact our ability to achieve disciplined growth in the provision of
high-quality homes.
The Group no-longer participates in in-house construction of residential development projects.
It is reducing its exposure to providing services for the development of Co-Living projects for
related parties and has also chosen an approach to the delivery of our development projects by
appointing a principal contractor after a period of due diligence, which we believe will
deliver the best shareholder value through cost certainty.
4. People and culture: Attracting and retaining high-calibre employees
A risk exists that increasing competition for skills may mean we are unable to recruit and/or
retain the best people. Having sufficient skilled employees is critical to delivery of the
Company, whilst maintaining excellence in all of our other strategic priorities.
To mitigate this the Company has a number of People Strategy programmes which include
development, training and succession planning, remuneration benchmarking against competitors,
and monitoring of employee turnover, absence statistics and feedback from exit interviews.
5. Finance & Liquidity: Availability of finance and working capital
A risk exists that lack of sufficient borrowing and surety facilities to settle liabilities
and/or an ability to manage working capital, may mean that we are unable to respond to changes
in the economic environment, and take advantage of appropriate land buying and operational
opportunities to deliver strategic priorities.
To minimise this risk, the Group has a disciplined operating framework with an appropriate
capital structure together with forecasting of working capital and external funding
requirements. Management have stress tested the Group resilience to ensure the funding
available is sufficient. This process has regular management and Board attention to review the
most appropriate funding strategy to drive the Company Treasury updates, and we gain market
intelligence and availability of finance from in-house and experienced sector Treasury
advisers.
6. External Factors: Economic environment, including housing demand and mortgage availability
A risk exists that changes in the world and UK macroeconomic environment may lead to falling
demand or tightened mortgage availability, upon which most of our customers are reliant, thus
potentially reducing the affordability of our homes. This could result in reduced sales volumes
and affect our ability to deliver targeted returns. To mitigate this risk, the Group partners
with a network of overseas agents, tapping into overseas investor and private individual
demand, in particular in Hong Kong, China and Singapore with the majority of overseas
purchasers being cash buyers. The Group continually monitors the market at Board, Executive
Committee, and team levels, leading to amendments in the Group’s forecasts and planning as
necessary. In addition, there are comprehensive sales policies, regular reviews of pricing in
local markets and development of good relationships with mortgage lenders. This is underpinned
by a disciplined operating framework with an appropriate capital structure.
Corporate Governance
Executive Board (“Directors”)
David Izett, Non-Executive Chairman and Chair of the Remuneration, People & Nominations
Committee
David is a fellow of The Royal Institution of Chartered Surveyors, with more than 40 years’
experience of the real estate industry, both in the UK and internationally, including Russia
and Central Asia. He was Chief Executive Officer of Colliers International UK plc from 2001 to
2010, including being EMEA Chairman of Colliers International from 2005 to 2010.
David subsequently became a Business Development Partner for Cushman & Wakefield plc London in
2011 prior to becoming Chief Operating Officer of Cushman & Wakefield Moscow in 2012. He was
Chair of the Cushman & Wakefield affiliate in Georgia and Kazakhstan before returning to the UK
in 2016 where he now holds several board and consultancy roles with businesses in the real
estate industry.
Jeremy Earnshaw, Non-Executive Director and Chair of the Audit & Risk Committee MSc FCA B.Eng.
(Hons)
Jeremy is a Fellow of The Institute of Chartered Accountants in England & Wales, has over 30
years’ senior treasury, finance and governance expertise, in both public and private sector
organisations. He has worked across multiple sectors including Housing, Healthcare,
Pharmaceuticals, Printing, Retail Marketing and Online E-Commerce. Jeremy is highly experienced
in all main board and CFO matters, with specialisms in funding, M&A, stakeholder communication
and value creation. With international experience in Europe, North America and Asia, Jeremy’s
roles have always encompassed a wide range of responsibilities, including legal, governance,
risk, financial PR and procurement.
Additionally, Jeremy is a Non-Executive Director and Chair of the Audit & Risk Committee at
Optoma and a Non-Executive Director at 54 North Homes, a regulated housing association in the
North of England.
Jason Upton, Chief Executive Officer
Jason has extensive management experience, specialising in Operations Management and Business
Development, spanning the Debt Management, Financial Services, Banking, and Property
Development sectors.
He has served as CEO since 2020. From 2009 to 2016, he was Operations Manager at Totemic
Financial Services Limited. From 2016 to 2019, he held the position of CEO at J Upton Limited,
where he worked as a Management Consultant within the Financial Services and Banking
industries, including on projects for Nationwide Building Society.
Jason holds an Honours bachelor’s degree in Business and Marketing from the University of
Lincoln, United Kingdom.
Senior Management
Robert Holbrook, Head of Finance
Robert has over 30 years of experience in Real Estate in the North West including over 21 years
at Barratt Developments plc where Robert held senior Finance Roles overseeing a number of
operational businesses across the North West, West Midlands and East Midlands and latterly was
Managing Director at Barratt David Wilson North West.
Robert has also been Managing Director for Jones Homes North West before joining Zentra. Prior
to joining Barratt Developments, Robert was at Peel Holdings plc for over 9 years undertaking
Group Financial Reporting and Operational Reporting Roles for the UK Property Investment
Portfolio during the period where the Group acquired the Manchester Ship Canal Company and
constructed The Trafford Centre.
Robert is a Chartered Accountant, qualifying with BDO Binder Hamlyn, and brings a vast
experience of Housebuilding and Commercial development from a finance, funding an operational
perspective.
Ben Scandrett, Group Head of Development
Ben joined Zentra in June 2024 as Group Development Director taking responsibility for the
implementation of the Group’s development strategy. With over 25 years of experience in
residential and commercial markets, Ben has delivered complex multi stakeholder projects
collaborating with public and private sector organisations throughout the UK. In his previous
role at Brookhouse Group (2007 – 2024) Ben specialised in the asset management of the £400m
commercial portfolio and growing the residential business to deliver innovative housing
solutions for the private sales and Affordable housing market.
Ben earned a scholarship to study at Salford University obtaining a BSc Hons in Property
management and Investment, later becoming a Chartered member of the RICS.
Scott Nicol, Group Head of Investment
Scott joined Zentra in April 2024 as Group Head of Investment, assuming responsibility for the
group’s investment activities. Scott has in excess of 15 years of experience in the UK real
estate market as a principal investor and developer and has been directly involved in the
origination and execution of over £3bn of investment and development projects.
Prior to Zentra, Scott held an Executive role at an SME development business focusing on the
alternative residential sector, as well as spending 8 years in an Executive Director role at UK
focused investment and development platform, ACP, where he was responsible for driving the AUM
of the business to in excess of £1bn.
In addition, Scott was Vice President of Real Estate at Gatehouse Bank plc where he was
responsible for new acquisitions, funding and development and asset management. Scott played
integral role in establishing Gatehouse as a major UK real estate investor across the
commercial and residential PRS sectors, leading on the creation of Project Thistle, a £700m
Residential PRS joint venture between Gatehouse and Sigma Capital, the first institutional BTR
platform established in the UK.
Hannah O’Shea, Senior Operations Manager
Hannah is a Senior Operations Manager with 5 years’ experience working in management and events
and 4 years in revenue management where she completed her AAT. Hannah is the longest serving
employee at Zentra and her role provides a key operational management function which covers all
of the Group’s projects and business activities.
Remuneration and Benefits for the year ended 30 June 2024
A summary of the audited remuneration received by the Directors for the year ended 30 June 2024
is set out on page 30 of the 2024 Annual Report.
Shareholdings and Stock Options
A summary of the Directors’ beneficial interests in the Company’s Shares at XX November 2024
(being the latest practical date prior to the issue of this RNS) is set out below:
Name No. of Ordinary Shares Per cent. of Ordinary Shares (%)
David Izett 5,000 0.01
Jeremy Earnshaw - -
Jason Upton 1,225,000 3.17
Lock-in Agreement
The Company does not have any lock-in agreements in place with respect to the Shares.
Shareholder and Security Holder Information
The Company has 38,678,300 fully paid Shares in issue.
The following persons, directly or indirectly, have an interest in the Company’s capital or
voting rights, which is notifiable under English Law:
Name No. of Ordinary Shares Per cent. of Ordinary Shares
(%)
One Heritage Property Development 25,200,000 65.15
Limited
Keith Martin Crews 2,146,730 5.55
Zelda Isobel Crews 1,677,936 4.34
Jason Upton 1,225,000 3.17
Pak Hin Tang 1,200,000 3.10
Other than those shares noted above as being held beneficially by Keith Crews and Zelda Crews,
there are no beneficial shareholders who hold 3% or more of the issued share capital of the
Company.
The major shareholders do not have any different voting rights.
Related party transactions to 30 June 2024 are set out on pages 83 and 84 of the 2024 Annual
Report. Except as disclosed in the Strategic Update RNS, there have been no related party
transactions that have taken place that have materially affected the financial position or
performance of the Company since 30 June 2024, the date to which the 2024 Annual Report was
prepared.
The Company is not involved in any legal, governmental or arbitration proceedings which may
have or have had since incorporation a significant effect on the Company’s financial position
or profitability and, so far as the Directors are aware, there are no such proceedings pending
or threatened against the Company.
None of the Directors have any material conflicts of interest between any duties owed to the
Company and their private interests and/or other duties.
Takeovers
The City Code on Takeovers and Mergers (“Takeover Code”) is issued and administered by the
Panel on Takeovers and Mergers (“Panel”). The Takeover Code applies to all takeovers and merger
transactions, however effected, where the offeree company is, inter alia, a listed or unlisted
public company resident in the United Kingdom, the Channel Islands or the Isle of Man. The
Company is such a company and, therefore, shareholders are entitled to the protection afforded
by the Takeover Code.
Mandatory Bid
Under Rule 9 of the Takeover Code, except with the consent of the Panel, when:
a. any person acquires, whether by a series of transactions over a period of time or
otherwise, an interest (as defined in the Takeover Code) in shares which, taken together
with shares in which he is already interested or in which persons acting in concert with
him are interested; or
b. any person, together with persons acting in concert with him, is interested in shares
which,
in aggregate, carry not less than 30% of the voting rights of a company, but does not hold
shares carrying 50% or more of such voting rights and such person, or any person acting in
concert with that person, acquires a further interest in such shares, then, that person and any
person acting in concert with them, must make a general offer in cash to the holders of any
class of equity share capital, whether voting or non-voting, and also to the holders of any
other class of transferable securities carrying voting rights, to acquire the balance of the
shares not held by him and his concert party.
Save where the Panel permits otherwise, an offer under Rule 9 of the Takeover Code must be in
cash and at the highest price paid within the 12 months prior to the announcement of the offer
for any shares in the company by the person required to make the offer or any person acting in
concert with him. Offers for different classes of equity share capital must be comparable; the
Panel should be consulted in advance in such cases.
Under the Takeover Code, a concert party arises when persons who, pursuant to an agreement or
understanding (whether formal or informal), co-operate to obtain or consolidate control of a
company or to frustrate the successful outcome of an offer for a company. Under the Takeover
Code, “control” means an interest, or aggregate interest, in shares carrying 30% or more of the
voting rights of a company, irrespective of whether the interest or interests give de facto
control.
Squeeze-out
If a “takeover offer” (as defined in section 974 of the Act) is made and the offeror, by virtue
of acceptances of such offer, acquires or contracts to acquire not less than 90% in value of
the shares to which the takeover offer relates and not less than 90% of the voting rights
carried by the shares to which the offer relates, then the offeror has the right to acquire
compulsorily the remaining shares of the minority shareholders for the offer price within a
fixed period.
Sell-out
In certain circumstances, the Act gives minority shareholders the right to require an offeror
who has made a takeover offer for the Company to buy their shares, provided that at any time
before the end of the period within which the offer can be accepted, the offeror has acquired
(or unconditionally contracted to acquire) not less than 90% in value of the shares to which
the offer relates and not less than 90% of the voting rights carried by the shares.
Contacts
Zentra Group plc
Jason Upton
Chief Executive Officer
Email: jason.upton@zentragroup.co.uk
Robert Holbrook
Head of Finance
Email: robert.holbrook@zentragroup.co.uk
Hybridan LLP (Financial Adviser and Broker)
Claire Louise Noyce
Email : claire.noyce@hybridan.com
Tel: +44 (0)203 764 2341
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Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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ISIN: GB00BLF79495
Category Code: NOT
TIDM: ZNT
LEI Code: 2138008ZZUCCE4UZHY23
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 357830
EQS News ID: 2025237
End of Announcement EQS News Service
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