TIDMDRIP TIDMCREI
RNS Number : 9868Q
Drum Income Plus REIT PLC
01 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT HAS BEEN DETERMINED TO CONTAIN INSIDE INFORMATION
FOR THE PURPOSES OF THE UK VERSION OF MARKET ABUSE REGULATION (EU)
NO. 596/2014, WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMED. THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
1 November 2021
RECOMMED ALL-SHARE ACQUISITION
of
DRUM INCOME PLUS REIT PLC
("Drum" or the "Company")
by
CUSTODIAN REIT PLC
("Custodian")
Court Sanction of Scheme of Arrangement
On 3 September 2021, it was announced that the boards of Drum
and Custodian had reached agreement regarding the terms of a
recommended all-share acquisition of Drum by Custodian, pursuant to
which Custodian would acquire the entire issued, and to be issued,
ordinary share capital of Drum (the "Acquisition"), to be
implemented by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act (the "Scheme"). The circular in
relation to the Scheme was published and posted to Drum
Shareholders on 28 September 2021 (the "Scheme Document").
On 19 October 2021, the Scheme was approved by the holders of
Drum Shares at the Court Meeting and the Special Resolution
relating to the implementation of the Scheme was approved by the
holders of Drum Shares at the General Meeting.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document.
Receipt of Court sanction
The Drum Board is pleased to announce that, at the Sanction
Hearing held earlier today, the Court made an order sanctioning the
Scheme.
The Scheme will take effect on delivery of that order to the
Registrar of Companies. The Court directed that its order should
not be delivered to the Registrar of Companies until satisfaction
of one outstanding condition, namely, the FCA and the London Stock
Exchange having acknowledged that the New Custodian Shares to be
issued to Drum Shareholders will be admitted to (i) listing on the
premium listing segment of the Official List of the FCA and (ii)
trading on the London Stock Exchange's main market for listed
securities.
The Drum Board expects that this outstanding condition will be
satisfied on 3 November 2021, following which the Court's order
will be delivered to the Registrar of Companies on the same day.
Upon delivery of that order to the Registrar of Companies, the
Scheme will become Effective. It is therefore expected that the
Effective Date will be 3 November 2021 and the Acquisition will be
completed on that date. A further announcement confirming that the
Scheme has become Effective will be released in due course.
Tomorrow, 2 November 2021, will be the last day of dealings in,
and for the registration and transfer of, Drum Shares. The Scheme
Record Time will be 6.00 p.m. on 2 November 2021 and no transfers
of Drum Shares will be registered after this time. Applications
have been made for the suspension of the listing of Drum Shares on
the premium segment of the Official List of the Financial Conduct
Authority and of trading in Drum Shares on the London Stock
Exchange's main market for listed securities and such suspensions
are expected to take effect by 7.30 a.m. on 3 November 2021.
The delisting of Drum Shares from the premium listing segment of
the Official List of the Financial Conduct Authority and the
cancellation of the admission to trading of Drum Shares on the
London Stock Exchange's main market for listed securities have also
been applied for and will, subject to the Scheme becoming
Effective, take effect by no later than 8.00 a.m. on 4 November
2021. New Custodian Shares will be issued to Drum Shareholders and
Admission of, and commencement of dealings in, New Custodian Shares
will also occur by 8.00 a.m. on 4 November 2021.
All references to times in this Announcement are to London times
unless otherwise stated.
Enquiries:
Custodian REIT plc
Richard Shepherd-Cross / Ed Moore +44 (0)11 6240 8700
Numis Securities Ltd (Financial Adviser
and Broker to Custodian)
Hugh Jonathan / Stuart Ord +44 (0) 20 7260 1000
Camarco (Communications adviser to Custodian)
Ed Gascoigne-Pees +44 (0) 20 3757 4984
Drum Income Plus REIT plc
Stuart Oag info@dripreit.co.uk
Dickson Minto W.S. (Sponsor and Rule 3
Adviser to Drum)
Douglas Armstrong +44 (0) 20 7649 6823
Important Information
The information contained in this Announcement is given at the
date of its publication (unless otherwise marked) and is subject to
updating, revision and amendment from time to time.
This Announcement does not contain or constitute an offer for
sale or the solicitation of an offer to purchase securities in the
United States. The New Custodian Shares have not been and will not
be registered under the US Securities Act of 1933, as amended (the
"Securities Act") or under any securities laws of any state or
other jurisdiction of the United States and may not be offered,
sold, taken up, exercised, resold, renounced, transferred or
delivered, directly or indirectly, within the United States except
pursuant to an applicable exemption from or in a transaction not
subject to the registration requirements of the Securities Act and
in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offer of the New Custodian Shares in the United States.
This Announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. 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 independent financial adviser, duly authorised under
the Financial Services and Market Act 2000 (as amended) if you are
resident in the United Kingdom or from another appropriately
authorised independent financial adviser.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority,
is acting as financial adviser and corporate broker exclusively for
Custodian and no one else in connection with the matters referred
to in this Announcement. In connection with such matters, Numis
will not regard any other person as their client, nor will it be
responsible to any person other than Custodian for providing the
protections afforded to clients of Numis or for providing advice in
relation to the contents of this Announcement or any other matter
referred to herein. Neither Numis nor any of its affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct, indirect, consequential, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of
Numis in connection with the Acquisition, the matters referred to
in this Announcement, any statement contained herein or
otherwise.
Dickson Minto W.S. ("DM"), which is authorised and regulated by
the Financial Conduct Authority, is acting only for the Drum in
connection with the matters described in this Announcement and is
not acting for or advising any other person, or treating any other
person as its client, in relation thereto and will not be
responsible for providing the regulatory protection afforded to
clients of DM or advice to any other person in relation to the
matters contained herein. DM does not owe or accept any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of DM in connection
with the Acquisition, the matters referred to in this Announcement,
any statement contained herein or otherwise.
The contents of this Announcement do not amount to legal, tax or
financial advice. The statements contained in this Announcement are
made as at the date of this Announcement, unless some other time is
specified in relation to them, and service of this Announcement
shall not give rise to any implication that there has been no
change in the facts set forth in this Announcement since such
date.
Overseas jurisdictions
The release, publication or distribution of this Announcement in
jurisdictions other than the United Kingdom may be restricted by
the laws of those jurisdictions and therefore persons who are
subject to the laws of any jurisdiction other than the United
Kingdom into whose possession this Announcement comes should inform
themselves about and observe such restrictions. Any failure to
comply with any such restrictions may constitute a violation of the
securities laws of any such jurisdiction.
This Announcement has been prepared in connection with proposals
in relation to a scheme of arrangement and for the purposes of
complying with the laws of England and Wales, the Code, the Listing
Rules and the rules of the London Stock Exchange and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the laws and regulations of any jurisdiction outside of
England and Wales.
Overseas Shareholders should consult their own legal and tax
advisers with respect to the legal and tax consequences of the
Scheme. It is the responsibility of any person into whose
possession this Announcement comes to satisfy themselves as to the
full observance of the laws of the relevant jurisdiction in
connection with the Acquisition including the obtaining of any
governmental, exchange control or other consents which may be
required and/or compliance with other necessary formalities which
are required to be observed and the payment of any issue, transfer
or other taxes or levies due in such jurisdiction.
US Shareholders
US Shareholders should note that the Acquisition relates to the
shares in a company incorporated in England and Wales and is
proposed to be made by means of a scheme of arrangement provided
for under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the proxy
solicitation or tender offer rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure
requirements, rules and practices applicable to schemes of
arrangement involving a target company incorporated in England and
Wales and listed on the London Stock Exchange, which differ from
the requirements of US proxy solicitation or tender offer
rules.
Forward-looking statements
This Announcement may include statements that are, or may be
deemed to be, "forward-looking statements" with respect to
Custodian, Drum and Enlarged Custodian. These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "estimates",
"anticipates", "expects", "intends", "may", "will" or "should" or,
in each case, their negative or other variations or comparable
terminology.
Forward-looking statements are subject to risks and
uncertainties and, accordingly, the actual future financial results
and operational performance of Custodian, Drum and Enlarged
Custodian may differ materially from the results and performance
expressed in, or implied by, the statements. These forward-looking
statements speak only as at the date of this Announcement and
cannot be relied upon as a guide to future performance. Drum,
Custodian, DM and Numis expressly disclaim any obligation or
undertaking to update or revise any forward-looking statements
contained herein to reflect actual results or any change in the
assumptions, conditions or circumstances on which any such
statements are based unless required to do so by the Financial
Services and Markets Act 2000 (as amended) or other applicable
laws, regulations or rules.
Neither Custodian nor Drum, nor any of their respective members,
directors, officers, employees, advisers and any person acting on
behalf of one or more of them undertakes any intention or
obligation to update publicly or revise forward-looking statements,
whether as a result of new information, future events or otherwise,
except to the extent legally required.
Neither Custodian nor Drum, nor any of their respective
associates, 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.
Dealing disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 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 one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 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 on a website
In accordance with Rule 26.1 of the Code, a copy of this
Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on Drum's website at
https://www.dripreit.co.uk/investor-centre/ and on Custodian's
website at
https://www.custodianreit.com/offer-for-drum-income-plus-reit-plc/
by no later than 12 noon on the Business Day following the date of
this Announcement.
Neither the contents of these websites nor the content of any
other website accessible from hyperlinks on such websites is
incorporated into, or forms part of, this Announcement.
Availability of hard copies
In accordance with Rule 30.3 of the Code, a person so entitled
may request a copy of this Announcement (and any information
incorporated into it by reference to another source) in hard copy
form free of charge. A person may also request that all future
documents, announcements and information sent to that person in
relation to the Acquisition should be in hard copy form. For
persons who have received a copy of this Announcement in electronic
form or via a website notification, a hard copy of this
Announcement will not be sent to you unless you have previously
notified the Registrar that you wished to receive all documents in
hard copy form or unless requested in accordance with the procedure
set out below.
If you would like to request a hard copy of this Announcement
please contact Computershare on +44 (0370) 707 1222.
Scheme process
In accordance with Rule 5 of Appendix 7 of the Code, Drum will
announce through a Regulatory Information Service key events in the
Scheme.
Information relating to Drum Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Drum Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Drum may be provided to Custodian during the
Offer Period as required under Rule 4 of Appendix 4 of the Code in
order to comply with Rule 2.11(c) of the Code.
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END
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