Highcroft Invs PLC - Scheme of Arrangement becomes Effective

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.

21 MAY 2025

RECOMMENDED ALL-SHARE ACQUISITION

of

HIGHCROFT INVESTMENTS PLC

("Highcroft")

by

LONDONMETRIC PROPERTY PLC

("LondonMetric")

effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Companies Act")

Scheme of Arrangement becomes Effective

Further to Highcroft's announcement on 20 May 2025 that the Court had sanctioned the Scheme, the Boards of Highcroft and LondonMetric are pleased to announce that the Court Order has been delivered to the Registrar of Companies today and, accordingly, the Scheme has now become Effective in accordance with its terms. The entire issued ordinary share capital of Highcroft is therefore now owned by LondonMetric. As a result, Highcroft is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Pursuant to the terms of the Scheme, Scheme Shareholders whose names appeared on the register of members of Highcroft at the Scheme Record Time, being 6.00 p.m. on 19 May 2025, will be entitled to receive 4.65 New LondonMetric Shares for each Scheme Share held by them at that time.

Admission to trading on TISE of the Highcroft Shares will be cancelled with effect from 7.00 a.m. on 22 May 2025.

Applications have been made to the FCA and to the London Stock Exchange for 24,210,964 New LondonMetric Shares to be admitted to the Equity Shares (Commercial Companies) segment of the Official List and to trading on the Main Market, respectively. Admission of the New LondonMetric Shares to the Equity Shares (Commercial Companies) segment of the Official List and to trading on the Main Market will take place at 8.00 a.m. on 22 May 2025.

As set out in the Scheme Document, New LondonMetric Shares held in uncertificated form are expected to be credited to CREST accounts on or after 8.00 a.m. on 22 May 2025 and LondonMetric will procure the despatch of share certificates in respect of New LondonMetric Shares held in certificated form on or before 4 June 2025.

Director Resignations

As the Scheme has now become Effective, Charles Butler (Non-Executive Chair), Paul Leaf-Wright (Chief Executive), Roberta Miles (Chief Financial Officer), David Warlow (Non-independent, Non-Executive Director) and Douglas Conn (Non-Independent Non-Executive Director) have each resigned from the Highcroft Board with effect from today, 21 May 2025.

Capitalised terms used and not defined in this announcement have the meanings given to them in the Scheme Document. All references in this announcement to times are to times in London.

Enquiries

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 has been 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. 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.

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.

Publication of this Announcement on website

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 by no later than 12.00 p.m. on the Business Day following the date of this Announcement.

For the avoidance of doubt, the contents of the aforementioned website, and any website accessible from hyperlinks on the website, are not incorporated into and do not form part of this Announcement.