Drum Income Plus REIT PLC Scheme of arrangement becomes effective (2591R)

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                 [phone] 
 Numis Securities Ltd (Financial Adviser 
  and Broker to Custodian) 
 Hugh Jonathan / Stuart Ord                       [phone] 
 Camarco (Communications adviser to Custodian) 
 Ed Gascoigne-Pees                                [phone] 
 Dickson Minto W.S. (Sponsor and Rule 3 
  Adviser to Drum) 
 Douglas Armstrong                                [phone] 
 

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

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(END) Dow Jones Newswires

November 03, 2021 11:52 ET (15:52 GMT)