TIDMDRIP TIDMCREI
RNS Number : 5608P
Drum Income Plus REIT PLC
19 October 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. UPON PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN.
FOR IMMEDIATE RELEASE
19 October 2021
RECOMMED ALL-SHARE ACQUISITION
of
DRUM INCOME PLUS REIT PLC
("Drum" or the "Company", together with its subsidiaries, the
"Group")
by
CUSTODIAN REIT PLC
("Custodian", together with its subsidiaries, the "Custodian
Group")
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
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 will acquire the entire issued, and to be issued,
ordinary share capital of Drum (the "Acquisition"). It is intended
that the Acquisition will 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").
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document.
Drum is pleased to announce that, at the Court Meeting and
General Meeting held earlier today in connection with the
Acquisition:
-- the resolution to approve the Scheme was passed at the Court
Meeting by the requisite majority of Scheme Shareholders; and
-- the resolution to implement the Scheme, including the
amendment of Drum's articles of association (the "Resolution"), was
passed at the General Meeting by the requisite majority of Drum
Shareholders.
Details of the resolutions that were proposed are set out in the
notices of the Court Meeting and the General Meeting contained in
the Scheme Document.
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court
Meeting. Each Drum Shareholder present in person, remotely (via the
Virtual Meeting Platform) or by proxy was entitled to one vote per
Drum Share held at the Voting Record Time.
Results Drum Shares voted Drum Shareholders No. of Drum Shares
of Court who voted** voted as a % of
Meeting the Scheme Shares
eligible to be
voted at the Court
Meeting*
Number %* Number %*
----------- ------- --------- ---------
FOR 30,748,202 99.95 25 96.15 80.49
----------- ------- --------- --------- --------------------
AGAINST 15,747 0.05 1 3.85 0.04
----------- ------- --------- --------- --------------------
TOTAL 30,763,949 100.00 26 100.00 80.52
----------- ------- --------- --------- --------------------
*Rounded to two decimal places.
**Where a Drum Shareholder has cast some of their votes "for"
and some of their votes "against" the resolution, such Drum
Shareholder has been counted as having voted both "for" and
"against" the resolution for the purposes of determining the number
of Drum Shareholders who voted as set out in this column.
Voting results of the General Meeting
The table below sets out the results of the poll at the General
Meeting. Each Drum Shareholder present in person or by proxy was
entitled to one vote per Drum Share held at the Voting Record
Time.
VOTES FOR** VOTES AGAINST TOTAL VOTES WITHHELD
VOTES**
Number %* Number %* Number Number
----------- ------ --------- ----- ------------ ----------
Special Resolution
in relation to the
approval of the implementation
of the Scheme
(A) To authorise
the Drum directors
to take all necessary
or appropriate actions
to carry the Scheme
into effect
(B) To approve the
amendment of the
Articles of Association
as set out in the
Notice of General
Meeting (at Part
12 of the Scheme
Document)
(C) Subject to and
conditional upon
the Scheme becoming
effective, pursuant
to section 97 of
the Companies Act
2006, to have the
Company be re-registered
as a private limited
company with the
name "Custodian Real
Estate (Drop Holdings)
Limited" 30,703,116 99.95 15,747 0.05 30,718,863 2,685,035
----------- ------ --------- ----- ------------ ----------
* Rounded to two decimal places.
** 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.
The total number of Drum Shares in issue at the Voting Record
Time was 38,201,990, of which none were held in treasury.
Consequently, the total number of voting rights in Drum at the
Voting Record Time were 38,201,990.
A copy of the Resolution passed at the General Meeting will be
submitted today to the National Storage Mechanism and will be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Expected Timetable
The Scheme remains subject to the satisfaction or (where
applicable) waiver of the remaining Conditions and further terms
set out in the Scheme Document, including the Court sanctioning the
Scheme at the Sanction Hearing, which is expected to take place on
1 November 2021.
The expected timetable of principal events for the
implementation of the Scheme remains as set out on page 8 of the
Scheme Document and is set out below. The dates are indicative only
and are subject to change. The dates will depend, among other
things, on the date upon which: (i) the Conditions are satisfied or
(if capable of waiver) waived; (ii) the Court sanctions the Scheme;
and (iii) the Court Order is delivered to the Registrar of
Companies.
Drum will give adequate notice of all of these dates and times,
when known, by issuing an announcement through a Regulatory
Information Service, with such announcement being made available on
Drum's website at https://www.dripreit.co.uk/investor-centre/. Any
revisions or changes to these dates and/or times will be notified
in the same way. References to times are to London, United Kingdom
time unless otherwise stated.
Event (the following dates and Time and/or date
times are indicative only and are
subject to change)
--------------------------------------- -------------------------------
Sanction Hearing 1 November 2021
Last day of dealings in, and for 2 November 2021
registration of transfers of, and
disablement in CREST of Drum Shares
Scheme Record Time 6.00 p.m. on 2 November 2021
Suspension of Drum Shares from By 7.30 a.m. on 3 November
the Official List and from trading 2021
on the London Stock Exchange's
main market for listed securities
Effective Date of the Scheme 3 November
Delisting of the Drum Shares By no later than 8.00 a.m.
on 4 November 2021
New Custodian Shares issued to By 8.00 a.m. on 4 November
Drum Shareholders 2021
Admission and commencement of dealings By 8.00 a.m. on 4 November
in New Custodian Shares 2021
CREST accounts of Drum Shareholders On or shortly after 8.00 a.m.
credited with New Custodian Shares on 4 November 2021 but not
later than 18 November 2021
Despatch of share certificates No later than 18 November 2021
for New Custodian Shares
Long Stop Date[1] 31 December 2021
Dealing codes for the Drum Shares and the Custodian Shares
Ticker for the Company: DRIP
ISIN for the Custodian Shares: GB00BJFLFT45
SEDOL for the Custodian Shares: BJFLFT4
The Company's LEI: 213800FG3PJGQ3KQH756
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 Company's actual future
financial results and operational performance 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. The Company, 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.
None of Custodian or Drum or 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.
No profit forecasts or estimates
No statement in this announcement is intended as a profit
forecast or estimate for Custodian or Drum or the Enlarged
Custodian for any period and no statement in this announcement
should be interpreted to mean that earnings or earnings per
ordinary share or dividend per ordinary share for Custodian, Drum
or the Enlarged Custodian, as appropriate, for the current or
future financial years would necessarily match or exceed the
historical published earnings or earnings per ordinary share or
dividend per ordinary share for Custodian, Drum or the Enlarged
Custodian.
Dealing disclosure requirements of 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 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.
Unless otherwise consented to by the Court and the Panel, any
modification or revision to the Scheme will be made no later than
the date which is 14 days prior to the Meetings (or any later date
to which such Meetings are adjourned). In accordance with Rule 11
of Appendix 7 of the Code, if the Scheme lapses or is withdrawn all
documents of title and other documents lodged with any form of
election will be returned as soon as practicable and in any event
within 14 days of such lapsing or withdrawal.
Information relating to Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by 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.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
[1] This is the latest date by which the Scheme may become
Effective unless Drum and Custodian agree (and, if required, the
Court and the Panel permit) a later date.
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END
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