HCFT: Availability of LMPs firm offer RNS for SHED
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
RECOMMENDED ALL-SHARE ACQUISITION
of
HIGHCROFT INVESTMENTS PLC
("Highcroft")
by
LONDONMETRIC PROPERTY PLC
("LondonMetric")
to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Companies Act") (the "Acquisition")
9 May 2025
LondonMetric announcement of a firm offer for Urban Logistics REIT plc ("Urban Logistics")
Highcroft refers to the information relating to a possible offer for Urban Logistics by LondonMetric disclosed at paragraph 10 of the Letter from the Chair of Highcroft set out in Part 1 of the scheme document published on 24 April 2025 (the "Scheme Document"). By way of update and to ensure that Highcroft Shareholders are appraised of progress on that transaction, Highcroft notes the announcement this morning by LondonMetric of a firm recommended cash and share offer by LondonMetric for Urban Logistics (the "Urban Logistics Offer Announcement"). A copy of the Urban Logistics Offer Announcement has been made available to Highcroft Shareholders on Highcroft's website at https://highcroftplc.com/recommended-offer/disclaimer-march-2025-files/ and on LondonMetric's website at https://www.londonmetric.com/investors/acquisition-highcroft.
For the avoidance of doubt and as noted in the Scheme Document, the proposed acquisition of Urban Logistics is not subject to, or inter-conditional with, the Acquisition (and vice versa).
Enquiries
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Highcroft Investments plc |
+44 (0) 1869 352766 |
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Charles Butler, Non-Executive Chairman |
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Paul Leaf-Wright, Chief Executive |
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Roberta Miles, Finance Director |
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Shore Capital (Financial Adviser to Highcroft) |
+44 (0) 20 7408 4080 |
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Tom Griffiths |
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Lucy Bowden |
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Financial advisers
Shore Capital and Corporate Limited ("Shore Capital"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Highcroft and for no one else in connection with the matters referred to in this Announcement and the Scheme Document and will not be responsible to any person other than Highcroft for providing the protections afforded to clients of Shore Capital, nor for providing advice in relation to the matters referred to herein. Neither Shore Capital nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Shore Capital in connection with the matters referred to in this Announcement, the Scheme Document or otherwise.
Important Notices
This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly in, into or from the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or a solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance, transfer or exchange of securities or such solicitation pursuant to the Acquisition or otherwise in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful. The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made) and the accompanying Forms of Proxy (or forms of acceptance, if applicable), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the resolutions proposed in connection with the Acquisition. Any vote, approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or any other document by which the Acquisition is made by way of a Takeover Offer).
Highcroft Shareholders should not make any investment decision in relation to the Acquisition or the New LondonMetric Shares except on the basis of the Scheme Document (or any other document by which the Acquisition is made by way of a Takeover Offer). Highcroft and LondonMetric urge Highcroft Shareholders to read the Scheme Document carefully as it contains important information relating to the Acquisition, the New LondonMetric Shares and the Combined Group.
The statements contained in this Announcement are made as at the date of this Announcement, and unless some other time is specified in relation to them, the release of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.
This Announcement does not constitute a prospectus or prospectus equivalent document.
No person should construe the contents of this Announcement as legal, financial or tax advice. 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 from an independent financial adviser duly authorised under FSMA, or another appropriately authorised independent financial adviser, if you are in a territory outside the United Kingdom.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the TISE Listing Rules and the UK Listing Rules 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 of jurisdictions outside the United Kingdom. Nothing in this Announcement, the Scheme Document or the documents accompanying the Scheme Document should be relied on for any other purpose.
Further details in relation to Overseas Shareholders are contained in the Scheme Document.
Publication of this Announcement on websites and availability of hard copies
A copy of this Announcement and the documents required to be published pursuant to Rules 26.1 and 26.2 of the Takeover Code will be available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Highcroft's website at www.highcroftplc.com and LondonMetric's website at https://www.londonmetric.com by no later than 12.00 p.m. on the Business Day following the date of this Announcement.
In accordance with Rule 30.3 of the Takeover Code, Highcroft Shareholders and persons with information rights may request a hard copy of this Announcement by contacting Highcroft's registrars, MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom, or by calling MUFG Corporate Markets on +44 (0) 371 664 0300. Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 9.00 a.m. and 5.30 p.m. (London time), Monday to Friday (except public holidays in England and Wales). Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes. For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.
For the avoidance of doubt, the contents of the aforementioned websites, and any websites accessible from hyperlinks on those websites, are not incorporated into and do not form part of this Announcement.
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