TIDMDRIP TIDMCREI
RNS Number : 2591R
Drum Income Plus REIT PLC
03 November 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, IN OR INTO 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
3 November 2021
RECOMMED ALL-SHARE ACQUISITION
of
DRUM INCOME PLUS REIT PLC
("Drum" or the "Company")
by
CUSTODIAN REIT PLC
("Custodian")
Scheme of Arrangement Becomes Effective
Further to the Company's announcement of 1 November 2021
relating to the Court's sanction of the Scheme, the Drum Board and
the Custodian Board are pleased to announce that, following the
delivery of a copy of the Court Order to the Registrar of Companies
earlier today, the Scheme has now become Effective in accordance
with its terms.
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the Scheme Document published on 28 September 2021. All
references to times in this Announcement are to London times unless
otherwise stated.
Settlement
Pursuant to the terms of the Scheme, a holder of Drum Shares on
the register of members of Drum at the Scheme Record Time, being
6.00 p.m. (London time) on 2 November 2021, will be entitled to
receive 0.530 New Custodian Shares for each Drum Share held (being
the Exchange Ratio, as set out in the Scheme Document).
As set out in the Scheme Document, settlement of the New
Custodian Shares to which any Drum Shareholder is entitled under
the Scheme will be effected:
(a) in respect of Drum Shareholders holding Drum Shares in
certificated form as at the Scheme Record Time, by the despatch of
share certificates by not later than 18 November 2021; and
(b) in respect of Drum Shareholders holding Drum Shares in
uncertificated form as at the Scheme Record Time, through the
crediting of CREST accounts on or shortly after 8.00 a.m. on 4
November 2021 (but not later than 18 November 2021).
As a result of the Scheme having become Effective, share
certificates in respect of Drum Shares have ceased to be valid
documents of title and entitlements to Drum Shares held in
uncertificated form in CREST have been cancelled.
Applications have been made to the Financial Conduct Authority
and the London Stock Exchange in relation to 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, which is expected to take effect by
8.00 a.m. (London time) on 4 November 2021.
Directorate changes
As the Scheme has now become Effective, Drum duly announces
that, as of today's date, Hugh Little, Alan Robertson and Andrew
Laing have stepped down from the Drum Board. Each of David Hunter,
Matthew Thorne, Hazel Adam, Ian Mattioli, Elizabeth McMeikan and
Christopher Ireland have been appointed to the Drum Board as of
today's date.
Dealing disclosures
Drum is no longer in an "Offer Period" as defined in the
Takeover Code and accordingly the dealing disclosure requirements
previously notified to those interested in Drum Shares no longer
apply.
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
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 has been
effected 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.
.
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END
SOAEASFDESEFFFA
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