DRIP.L Regulatory News (DRIP)

-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 AMENDED. UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

FOR IMMEDIATE RELEASE

19 October 2021

RECOMMENDED ALL-SHARE ACQUISITION

of

DRUM INCOME PLUS REIT PLC

("Drum" or the "Company", together with its subsidiaries, the "Group")

by

CUSTODIAN REIT PLC

("Custodian", together with its subsidiaries, the "Custodian Group")

to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

Results of Court Meeting and General Meeting

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 will acquire the entire issued, and to be issued, ordinary share capital of Drum (the "Acquisition"). It is intended that the Acquisition will 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"). Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.

Drum is pleased to announce that, at the Court Meeting and General Meeting held earlier today in connection with the Acquisition:

§ the resolution to approve the Scheme was passed at the Court Meeting by the requisite majority of Scheme Shareholders; and

§ the resolution to implement the Scheme, including the amendment of Drum's articles of association (the "Resolution"), was passed at the General Meeting by the requisite majority of Drum Shareholders.

Details of the resolutions that were proposed are set out in the notices of the Court Meeting and the General Meeting contained in the Scheme Document.

Voting results of the Court Meeting

The table below sets out the results of the poll at the Court Meeting. Each Drum Shareholder present in person, remotely (via the Virtual Meeting Platform) or by proxy was entitled to one vote per Drum Share held at the Voting Record Time.

*Rounded to two decimal places.

**Where a Drum Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Drum Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Drum Shareholders who voted as set out in this column.

Voting results of the General Meeting

The table below sets out the results of the poll at the General Meeting. Each Drum Shareholder present in person or by proxy was entitled to one vote per Drum Share held at the Voting Record Time.

* Rounded to two decimal places. ** 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.

The total number of Drum Shares in issue at the Voting Record Time was 38,201,990, of which none were held in treasury. Consequently, the total number of voting rights in Drum at the Voting Record Time were 38,201,990.

A copy of the Resolution passed at the General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Expected Timetable

The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Scheme Document, including the Court sanctioning the Scheme at the Sanction Hearing, which is expected to take place on 1 November 2021.

The expected timetable of principal events for the implementation of the Scheme remains as set out on page 8 of the Scheme Document and is set out below. The dates are indicative only and are subject to change. The dates will depend, among other things, on the date upon which: (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. 

Drum will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Drum's website at https://www.dripreit.co.uk/investor-centre/. Any revisions or changes to these dates and/or times will be notified in the same way. References to times are to London, United Kingdom time unless otherwise stated.

Dealing codes for the Drum Shares and the Custodian Shares

Ticker for the Company: DRIP

ISIN for the Custodian Shares: GB00BJFLFT45

SEDOL for the Custodian Shares: BJFLFT4

The Company's LEI: 213800FG3PJGQ3KQH756

Enquiries:

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 Company's actual future financial results and operational performance 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. The Company, 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.

None of Custodian or Drum or 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.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or estimate for Custodian or Drum or the Enlarged Custodian for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per ordinary share or dividend per ordinary share for Custodian, Drum or the Enlarged Custodian, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share or dividend per ordinary share for Custodian, Drum or the Enlarged Custodian.

Dealing disclosure requirements of 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 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.

Unless otherwise consented to by the Court and the Panel, any modification or revision to the Scheme will be made no later than the date which is 14 days prior to the Meetings (or any later date to which such Meetings are adjourned). In accordance with Rule 11 of Appendix 7 of the Code, if the Scheme lapses or is withdrawn all documents of title and other documents lodged with any form of election will be returned as soon as practicable and in any event within 14 days of such lapsing or withdrawal.

Information relating to Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by 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.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.