Results of the Court Meeting & the General Meeting
FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
15 MAY 2025
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")
Results of the Court Meeting and the General Meeting
On 27 March 2025, the Boards of Highcroft and LondonMetric announced that they had reached agreement on the terms of a recommended all-share offer, pursuant to which LondonMetric will acquire the entire issued and to be issued share capital of Highcroft (the "Acquisition").
The Acquisition is intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"), full details of which were sent to Highcroft Shareholders in the circular dated 24 April 2025 (the "Scheme Document"). Capitalised terms in this announcement (the "Announcement"), unless otherwise defined herein, have the same meanings as set out in the Scheme Document.
Results of the Court Meeting and the General Meeting
Highcroft announces that, at the Court Meeting and General Meeting (together the "Meetings") each held earlier today:
· a majority in number of Scheme Shareholders who voted and were entitled to vote, either in person or by proxy, who together represented not less than 75 per cent. in value of the Scheme Shares voted, voted to approve the Scheme at the Court Meeting; and
· the requisite majority of Highcroft Shareholders (either in person or by proxy) voted to pass the Resolution in connection with the implementation of the Scheme at the General Meeting.
The resolutions were therefore duly passed. Full details of the resolutions are set out in the notices of the Meetings contained in Parts 9 and 10 of the Scheme Document, respectively.
The tables below set out the results of the poll at the Court Meeting and the General Meeting. At the Court Meeting, each Scheme Shareholder present, in person or by proxy, was entitled to one vote per Scheme Share held at the Scheme Voting Record Time. At the General Meeting, each Highcroft Shareholder present, in person or by proxy, was entitled to one vote per Highcroft Share held at the Scheme Voting Record Time. The total number of Highcroft Shares in issue at the Scheme Voting Record Time was 5,206,659, none of which are held in treasury. Therefore, the total number of voting rights in Highcroft exercisable at the Meetings at the Scheme Voting Record Time was 5,206,659.
Voting Results of the Court Meeting
|
Vote |
Number of Scheme Shares voted as a % of the total number of Scheme Shares entitled to vote on the resolution (%) |
Number of Scheme Shareholders who voted |
% of the voting Scheme Shareholders (%) |
Number of Scheme Shares voted |
% of Scheme Shares which were voted (%) |
|
For |
72.75 |
86 |
96.63 |
3,787,862 |
96.91 |
|
Against |
2.32 |
3 |
3.37 |
120,970 |
3.09 |
|
Total |
75.07 |
89 |
100 |
3,908,832 |
100 |
· Note that the percentages in the table above are rounded to the nearest two decimal places.
· Where a Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Scheme Shareholders who voted as set out in column 3 above.
· Proxy appointments which gave discretion to the Chair have been included in the vote "For" totals.
Voting Results of the General Meeting
Special Resolution
|
Vote |
No. of Highcroft Shares voted |
% of Highcroft Shares voted (%) |
|
For |
3,773,669 |
96.89 |
|
Against |
121,080 |
3.11 |
|
Total |
3,894,749 |
100* |
|
Withheld |
2,723 |
- |
· * Representing the total votes validly cast as a % of issued share capital.
· Note that the percentages in the table above are rounded to the nearest two decimal places.
· Proxy appointments which gave discretion to the Chair have been included in the vote "For" totals.
· 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.
Next steps and timetable
The outcome of today's Meetings means that Conditions 2(a) and 2(b) (as set out in Part 4 of the Scheme Document) have been satisfied. The Acquisition remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions as set out in Part 4 of the Scheme Document, including (amongst other things) the sanction of the Scheme by the Court at the Court Hearing, which is expected to be held on 20 May 2025, and delivery of a copy of the Court Order to the Registrar of Companies.
The expected timetable of principal events for the implementation of the Scheme remains as set out on page 12 of the Scheme Document and is set out below. These times and dates are indicative only, based on Highcroft's and LondonMetric's current expectations and subject to change. The dates will depend, among other things, on the dates upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of Companies. If any of the dates and/or times in this expected timetable change materially, the revised dates and/or times will be notified to Highcroft Shareholders via a Regulatory Information Service, on the TISE website: http://www.tisegroup.com, and by making such announcement available on Highcroft's website at https://highcroftplc.com/recommended-offer/disclaimer-march-2025-files/.
|
Event |
Time and/or date (2025) |
|
Last day for dealings in, and for registration of transfers of, Highcroft Shares on TISE
|
19 May |
|
Suspension of listing of, and dealings in, Highcroft Shares on TISE |
5.00 p.m. on 19 May |
|
Scheme Record Time |
6.00 p.m. on 19 May |
|
Court hearing to sanction the Scheme |
20 May |
|
Effective Date |
21 May |
|
New LondonMetric Shares issued to Highcroft Shareholders |
8.00 a.m. on 22 May |
|
Admission and commencement of dealings in New LondonMetric Shares |
8.00 a.m. on 22 May |
|
Cancellation of admission to trading on TISE of Highcroft Shares |
8.00 a.m. on 22 May |
|
CREST accounts of Highcroft Shareholders credited with New LondonMetric Shares |
on or after 8.00 a.m. on 22 May |
|
Latest date for despatch of share certificates for New LondonMetric Shares or settlement through CREST |
within 14 days of 21 May |
|
Long-stop Date |
27 July1 |
All references to time throughout this Announcement are to London time
Notes:
(1) The Long-stop Date is the latest date by which the Scheme may become Effective. However, the Long-stop Date may be extended to such later date as Highcroft and LondonMetric may agree in writing (with the Panel's consent and as the Court may approve (should such approval(s) be required)).
Enquiries
|
Highcroft Investments plc |
+44 (0) 1869 352766 |
|
Charles Butler, Non-Executive Chairman |
|
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Paul Leaf-Wright, Chief Executive |
|
|
Roberta Miles, Finance Director |
|
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|
Shore Capital (Financial Adviser to Highcroft) |
+44 (0) 20 7408 4080 |
|
Tom Griffiths |
|
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Lucy Bowden |
|
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LondonMetric Property plc |
+44 (0) 20 7484 9000 |
|
Andrew Jones, Chief Executive |
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Martin McGann, Finance Director |
|
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Gareth Price, Investor Relations |
|
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Peel Hunt (Financial Adviser and Corporate Broker) |
+44 (0) 20 7418 8900 |
|
Capel Irwin |
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Michael Nicholson |
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Henry Nicholls |
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FTI Consulting (Communications Adviser) |
+44 (0) 20 3727 1000 |
|
Dido Laurimore |
|
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Richard Gotla |
|
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 or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for LondonMetric 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 LondonMetric for providing the protections afforded to clients of Peel Hunt, nor for providing advice in relation to the matters referred to herein. Neither Peel Hunt 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 Peel Hunt in connection with the matters referred to in this Announcement 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 which contains the full terms and conditions of the Acquisition.
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.
The availability of the New LondonMetric Shares (and the ability of persons to hold such shares) in, and the release, publication or distribution of this Announcement in or into, jurisdictions other than the United Kingdom may be restricted by the laws and/or regulations of those jurisdictions. Persons into whose possession this Announcement comes who are not resident in the United Kingdom, or who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom, should inform themselves of, and observe, any such applicable laws and/or regulations. In particular, the ability of persons who are not resident in the United Kingdom or who are subject to the laws of another jurisdiction to participate in the Acquisition may be affected by the laws of the relevant jurisdictions in which they are located or to which they are subject. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by LondonMetric or required by the Takeover Code and permitted by applicable law and regulation, the Acquisition will not be made, and the New LondonMetric Shares to be issued pursuant to the Acquisition will not be made, available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this Announcement and all documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions, as doing so may invalidate any purported vote in respect of the Acquisition and/or violate the laws in that jurisdiction.
Additional information for US investors
Highcroft Shareholders located in the United States should note that the Acquisition relates to the securities of an English company with a listing on TISE and is proposed to be implemented pursuant to a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to procedural and disclosure requirements and practices applicable to a scheme of arrangement involving a target company in England listed on TISE, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.
The financial information included in this Announcement and other documentation related to the Acquisition has been or will have been prepared in accordance with International Financial Reporting Standards and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The New LondonMetric Shares to be issued under the Scheme have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements under the US Securities Act and applicable US state securities laws. If LondonMetric effects the Acquisition by way of a scheme of arrangement under English law, the New LondonMetric Shares to be issued in the Acquisition will be issued in reliance on the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Highcroft will advise the Court that the Court's sanctioning of the Scheme will be relied upon by LondonMetric as an approval of the scheme of arrangement following the hearing on its fairness to Highcroft Shareholders.
The New LondonMetric Shares to be issued to Highcroft Shareholders in the Acquisition pursuant to a scheme of arrangement under English law may generally be resold without restriction under the US Securities Act, except for resales by persons who are or will be affiliates (within the meaning of Rule 144 under the US Securities Act). "Affiliates" of a company are generally defined as persons who directly, or indirectly through one or more intermediaries, control, or are controlled by, or are under common control with, that company. Whether a person is an affiliate of a company for purposes of the US Securities Act depends on the circumstances, but affiliates can include certain officers, directors and significant shareholders. Highcroft Shareholders who are or will be affiliates of LondonMetric or Highcroft prior to, or of LondonMetric after, the Effective Date will be subject to certain US transfer restrictions relating to the New LondonMetric Shares received pursuant to the Scheme as further described in the Scheme Document. Highcroft Shareholders who believe that they may be or will be affiliates for purposes of the US Securities Act should consult their own legal advisors prior to any resale of New LondonMetric Shares received under the Scheme.
None of the securities referred to in this Announcement and the Scheme Document have been approved or disapproved by the SEC or any US state securities commission, nor have any such authorities passed judgment upon the fairness or the merits of the Acquisition or determined if this Announcement or the Scheme Document is accurate or complete. Any representation to the contrary is a criminal offence in the United States.
US holders of Highcroft Shares also should be aware that the transaction contemplated herein may have tax consequences in the United States and that such consequences, if any, are not described herein. US holders of Highcroft Shares are urged to consult with independent professional advisors regarding the legal, tax and financial consequences of the Acquisition applicable to them.
It may be difficult for US holders of Highcroft Shares to enforce their rights and claims arising out of the US federal securities laws since LondonMetric and Highcroft are organised in countries other than the United States and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders of Highcroft Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of Highcroft Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
Further details in relation to US investors are contained in the Scheme Document.
Forward looking statements
This Announcement (including information incorporated by reference into this Announcement), any oral statements made by LondonMetric or Highcroft in relation to the Acquisition and other information published by LondonMetric or Highcroft may contain statements about LondonMetric, Highcroft and/or the Combined Group that are or may be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects", hopes", "continues", "would", "could", "should" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of LondonMetric's or Highcroft's or the Combined Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on LondonMetric's or Highcroft's or the Combined Group's business.
These forward looking statements are not based on historical fact and are not guarantees of future performance. By their nature, such forward looking statements involve risks and uncertainties that could significantly affect expected results and/or the operations of LondonMetric, Highcroft or the Combined Group and are based on certain assumptions and assessments made by LondonMetric and Highcroft in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate.
There are several factors which could cause actual results to differ materially from those projected, expressed or implied in forward looking statements. Among the factors that could cause actual results to differ materially from those described in the forward looking statements are the satisfaction of or failure to satisfy all or any of the conditions to the Acquisition, as well as additional factors, such as changes in the global, political, economic, business, competitive, market and regulatory forces, fluctuations in exchange and interest rates (including those arising from any potential credit rating decline), changes in tax rates and future business acquisitions or disposals, the success of business and operating initiatives and restructuring objectives and the outcome of any litigation. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of LondonMetric or Highcroft. Neither LondonMetric or Highcroft, nor any of their respective associates or 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. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. All subsequent oral or written forward-looking statements attributable to LondonMetric or Highcroft or any of their respective members, directors, officers, employees or advisers or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. LondonMetric and Highcroft disclaim any obligation to update any forward-looking or other statements contained in this Announcement, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Disclosure requirements of the Takeover Code (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 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.
Rounding
Certain figures included in this Announcement have been subject to rounding adjustments. Accordingly, figures shown for the same category presented in different places may vary slightly and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures that precede them.
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