DRIP.L Regulatory News (DRIP)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND DRUM SHAREHOLDERS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW CUSTODIAN SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

28 September 2021

RECOMMENDED ALL-SHARE ACQUISITION OF DRUM INCOME PLUS REIT PLC

BY CUSTODIAN REIT PLC

PUBLICATION AND POSTING OF SCHEME DOCUMENT

On 3 September 2021, the Boards of Custodian REIT plc ("Custodian") and Drum Income Plus REIT plc ("Drum") announced that they had reached agreement on the terms of a recommended all-share acquisition of Drum by Custodian (the "Acquisition"), which is to be implemented by way of a Court-sanctioned scheme of arrangement of Drum (the "Scheme") under Part 26 of the Companies Act 2006 (the "Companies Act").

The Boards of Custodian and Drum are pleased to announce that the scheme document in relation to the Scheme (the "Scheme Document"), together with the associated Forms of Proxy, is today being published and posted by Drum to Drum Shareholders (other than to Drum Shareholders in certain Restricted Jurisdictions).

The Scheme Document contains, amongst other things, the full terms and conditions of the Scheme, a letter from the Chairman of Drum, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, notices of the Court Meeting and the General Meeting, valuation reports pursuant to Rule 29 of the Takeover Code, and details of the actions to be taken by Drum Shareholders entitled to vote at the Court Meeting and the General Meeting.

The Drum Directors, who have been so advised by Dickson Minto W.S. as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Drum Directors, Dickson Minto W.S. has taken into account the commercial assessment of the Drum Directors. Dickson Minto W.S. is providing independent financial advice to the Drum Directors for the purposes of Rule 3 of the Code. Accordingly, the Drum Directors unanimously recommend that Drum Shareholders vote in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the General Meeting, as those Drum Directors who hold Drum Shares have irrevocably undertaken to do in respect of their own beneficial holdings of Drum Shares.

The Scheme Document will be made available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Drum's website at www.dripreit.co.uk/investorcentre/ and on Custodian's website at https://www.custodianreit.com/offer-for-drum-income-plus-reit-plc/ by no later than 12.00 noon on 29 September 2021. Copies of the Scheme Document have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Notices of the Court Meeting and the General Meeting

As described in the Scheme Document, to become Effective, the Scheme will require, amongst other things, the approval of Drum Shareholders at the Court Meeting and the passing of the Resolution at the General Meeting.

The Court Meeting and the General Meeting are scheduled to be held at 16 Charlotte Square, Edinburgh EH2 4DF on 19 October 2021 with the Court Meeting scheduled to commence at 10.00 a.m. and the General Meeting scheduled to commence at 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in Parts 11 and 12, respectively, of the Scheme Document.

Subject to the requisite approval of Drum Shareholders at the Court Meeting and the General Meeting, the sanction of the Scheme and the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective on or around 3 November 2021.

It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair representation of Drum Shareholder opinion. Drum Shareholders are therefore strongly urged to submit their Forms of Proxy (or to submit their proxy appointments electronically or, if they hold their Drum Shares in uncertificated form, through CREST) as soon as possible and in any event, by no later than 10.00 a.m. on 15 October 2021 in the case of the Court Meeting and 10.15 a.m. on 15 October 2021 in the case of the General Meeting in accordance with the instructions set out in the Scheme Document and on the Forms of Proxy.

The Drum Board has been closely monitoring public health guidance and legislation issued by the Scottish and UK Governments relating to the COVID-19 pandemic and large gatherings. The safety of Drum Shareholders is of paramount importance to the Drum Board and it is taking measures to reduce the risks associated with COVID-19. As a result, the Drum Board strongly urges Drum Shareholders to appoint the Chairman of the relevant Meeting as their proxy rather than attend in person due to the COVID-19 associated risks.

The Drum Board is committed to obtaining the opinions of as many Drum Shareholders as possible in respect of the Acquisition and appreciates that some Drum Shareholders may still wish to attend the Meetings in person. Therefore, if your preference is to attend the Meetings in person, please note that, while the Drum Board currently anticipates that this will be possible, the Drum Board is committed to following Government guidance in place as at the date of the Meetings and will also be asking all attendees to adhere to the safety measures of the venue. If you plan to attend in person, please confirm by prior email to DRIP.REIT@jtcgroup.com by 10.00 a.m. on 15 October 2021, to allow us to plan appropriately as numbers may be restricted and so that you may be advised of the safety measures then in place at the venue. The Drum Board does not anticipate that there will be any circulation of Drum Shareholders or Drum Directors before or after the Meetings, and refreshments will not be served. 

Whilst it remains difficult to predict if Government restrictions or guidance may change, the Drum Board will ensure any changes to the arrangements for the Meetings are published on Drum's website and/or via a Regulatory Information Service. Please also check the latest Government guidance before you consider travelling to the venue.

Cancellation of listing and admission of Drum Shares to trading

If the Scheme becomes Effective in accordance with its terms, it is currently expected that the Drum Shares will be temporarily suspended from the Official List and from trading on the London Stock Exchange's main market for listed securities at 7.30 a.m. on 3 November 2021 and subsequently cancelled from trading on the London Stock Exchange's main market for listed securities and removed from listing on the Official List, at 8.00 a.m. on 4 November 2021.

Expected timetable of principal events

A detailed expected timetable of principal events for the Scheme is set out in the Scheme Document and is also reproduced in the appendix to this announcement. If the expected dates change, Drum will give notice of the changes in an announcement through a Regulatory Information Service.

Words and expressions defined in the Scheme Document shall, unless the context provides otherwise, have the same meanings in this announcement.

Important notices

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. ("Dickson Minto"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Drum and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Drum for providing the protections afforded to its clients or for providing advice in connection with the Acquisition referred to in this announcement.

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.

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 the Scheme 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 contains certain forward-looking statements with respect to Custodian, Drum and Enlarged Custodian. These forward- looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of Custodian or Drum or Enlarged Custodian, and (iii) the effects of government regulation on the business of Custodian or Drum or the Enlarged Custodian. There are many factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

These forward-looking statements are based on assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Except as expressly provided in this announcement, they have not been reviewed by the auditors of Custodian or Drum. By their nature, these forward-looking statements involve known and unknown risks, uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. None of Custodian or Drum, nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, 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 forward-looking or other statements have been reviewed by the auditors of Custodian or Drum.

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 website

A copy of this announcement, the Scheme Document and the documents required to be published pursuant to Rule 26.1 and Rule 26.3 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge, 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 the Scheme Document (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 or the Scheme Document 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 process including the outcomes of the Meetings and the Sanction Hearing.

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 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.

APPENDIX

Expected timetable of principal events