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Share Name Share Symbol Market Type Share ISIN Share Description
Drum Income Plus Reit Plc LSE:DRIP London Ordinary Share GB00BW4NWS02 ORD 10P
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  0.00 0.0% 50.00 0.00 01:00:00
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Real Estate Investment Trusts 4.1 2.1 5.5 9.1 19

Drum Income Plus REIT PLC Court Sanction of Scheme of arrangement

01/11/2021 6:24pm

UK Regulatory (RNS & others)


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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.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

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November 01, 2021 14:24 ET (18:24 GMT)

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