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.

24 APRIL 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")

Publication of Scheme Document

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"). Capitalised terms in this announcement (the "Announcement"), unless otherwise defined herein, have the same meanings as set out in the Scheme Document (as defined below).

Publication and posting of Scheme Document

Highcroft  announces that a circular in relation to the Scheme (the "Scheme Document"), containing, amongst other things, a letter from the Chair of Highcroft, the full terms and Conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, a valuation report in respect of Highcroft's property portfolio as at 31 December 2024, three valuation reports in respect of LondonMetric's property portfolio as at 31 March 2025, notices convening the Court Meeting and the General Meeting and details of the action to be taken by Highcroft Shareholders and Scheme Shareholders, will be published today, subject to certain restrictions relating to persons in Restricted Jurisdictions, and will be available on Highcroft's website at https://highcroftplc.com/recommended-offer/disclaimer-march-2025-files/ and on LondonMetric's website at https://www.londonmetric.com.

Hard copies of the Forms of Proxy for the Court Meeting and the General Meeting are being posted to Highcroft Shareholders. Hard copies of the Scheme Document, or a letter and/or e-mail giving details of Highcroft's website at https://highcroftplc.com/recommended-offer/disclaimer-march-2025-files/ where the Scheme Document may be accessed, are also being sent to Highcroft Shareholders in accordance with the notice provisions of Highcroft's articles of association and the relevant Highcroft Shareholder's communication preferences.

Recommendation from the Highcroft Directors

The Highcroft Directors, who have been so advised by Shore Capital as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Highcroft Directors, Shore Capital has taken into account the commercial assessments of the Highcroft Directors. Shore Capital is providing independent financial advice to the Highcroft Directors for the purpose of Rule 3 of the Takeover Code.

Accordingly, the Highcroft Directors recommend unanimously that Highcroft Shareholders vote in favour of the Scheme at the Court Meeting and vote in favour of the Resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) as they have irrevocably undertaken to do in respect of their beneficial holdings of, in aggregate, 170,019 Highcroft Shares representing approximately 3.27 per cent. of the issued share capital of Highcroft as at the Latest Practicable Date.

Action required by Highcroft Shareholders - 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 eligible Scheme Shareholders at the Court Meeting and of eligible Highcroft Shareholders at the separate General Meeting by the requisite majorities and, following receipt of such approvals, the sanction of the Court. The Scheme is also subject to the satisfaction or, if capable of waiver, waiver of the other Conditions and further terms that are set out in the Scheme Document.

Notices of the Court Meeting and the General Meeting, which have been convened for 15 May 2025 and will be held at the offices of Bryan Cave Leighton Paisner LLP at Governor's House, 5 Laurence Pountney Hill, London EC4R 0BR, are set out in the Scheme Document. The Court Meeting will commence at 10:00 a.m. (London time) and the General Meeting at 10:15 a.m. (London time) (or as soon thereafter as the Court Meeting shall have been concluded or adjourned).

IT IS IMPORTANT THAT, FOR THE COURT MEETING IN PARTICULAR, AS MANY VOTES AS POSSIBLE ARE CAST SO THAT THE COURT MAY BE SATISFIED THAT THERE IS A FAIR REPRESENTATION OF SCHEME SHAREHOLDER OPINION. SCHEME SHAREHOLDERS ARE THEREFORE STRONGLY URGED TO COMPLETE, SIGN AND RETURN THEIR FORMS OF PROXY BY POST (IN ACCORDANCE WITH THE INSTRUCTIONS THEREON), OR APPOINT AN ELECTRONIC OR CREST PROXY, AS SOON AS POSSIBLE.

The pink Form of Proxy for use at the Court Meeting should be completed, signed and returned so as to be received (in accordance with the instructions provided thereon) by no later than 10.00 a.m. on 13 May 2025 and the blue Form of Proxy for use at the General Meeting should be completed, signed and returned so as to be received (in accordance with the instructions provided thereon) by no later than 10.15 a.m. on 13 May 2025 (or, in each case, in the case of an adjourned meeting, not less than 48 hours (excluding any non-Business Days) prior to the time set for the adjourned meeting). In addition, any pink Form of Proxy for use at the Court Meeting not so lodged may be handed to the chair of the Court Meeting or to the Registrar on behalf of the chair at the Court Meeting before the taking of the poll and will still be valid.

Proxy appointments may alternatively be submitted electronically by logging on to www.SignalShares.com and following the instructions there.

Scheme Shareholders and Highcroft Shareholders who hold their shares in uncertificated form (i.e. in CREST) are requested to complete CREST proxy instructions in accordance with the procedures described in the CREST Manual, which can be viewed at www.euroclear.com.

If any of the dates and/or times in respect of the Court Meeting and the General Meeting change, the revised date(s) and/or time(s) will be notified to Highcroft Shareholders by announcement through a Regulatory Information Service and on the TISE website: http://www.tisegroup.com and, if required by the Panel, posting notice(s) of the change(s) to Highcroft Shareholders and persons so entitled.

Highcroft Shareholders should carefully read the Scheme Document (subject to any restrictions on its use or distribution set out therein) in its entirety before making a decision with respect to the Scheme.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this Announcement. Subject to obtaining the approval of the requisite majority of eligible Scheme Shareholders voting (in person or by proxy) at the Court Meeting and the requisite majority of eligible Highcroft Shareholders voting (in person or by proxy) at the General Meeting, and the satisfaction or, if capable of waiver, waiver of the other Conditions (as set out the Scheme Document), including the sanction of the Court, the Scheme is expected to become Effective on 21 May 2025.

De-listing of Highcroft Shares

Prior to the Scheme becoming Effective, an application will be made to TISE and TISEA will be notified of the de-listing and cancellation of trading of Highcroft Shares on TISE which will, in each case, take effect from or shortly after the Effective Date.

The last day of dealings in Highcroft Shares on TISE is expected to be on the Business Day immediately prior to the date of the Court Hearing and no transfers will be registered after 5.00 p.m. on that date.

On the Effective Date, Highcroft will become a wholly-owned subsidiary of LondonMetric and share certificates in respect of Highcroft Shares will cease to be valid and should be destroyed. In addition, entitlements to Highcroft Shares held within the CREST system will be cancelled on the Effective Date.

Upon the Scheme becoming Effective, LondonMetric (and/or its nominee(s)) will acquire the Highcroft Shares fully paid and free from all liens, equitable interests, charges, encumbrances and other third-party rights of any nature whatsoever and together with all rights attaching to them including the right to receive and retain all dividends and distributions (if any) declared after the Effective Date.

Admission of, and commencement of dealings in, the New LondonMetric Shares

Prior to the Effective Date, applications will be made to: (i) the FCA for the New LondonMetric Shares to be issued in consideration for the Acquisition to be admitted to the equity shares (commercial companies) category of the Official List and; (ii) the London Stock Exchange for the New LondonMetric Shares to be admitted to trading on the Main Market subject to, inter alia, the Acquisition becoming Effective. The Scheme is conditional on, inter alia, the satisfaction of the Condition in respect of Admission.

It is expected that Admission will become effective and that unconditional dealings in the New LondonMetric Shares will commence on the London Stock Exchange, at 8.00 a.m. (London time) on 22 May 2025 (being the first Business Day following the date on which the Scheme becomes Effective) and dealings for normal settlement in the New LondonMetric Shares will commence at or shortly after that time.

No application has been made or is currently intended to be made by LondonMetric for the New LondonMetric Shares to be admitted to listing or trading on any other exchange.

Details of how Highcroft Shareholders can hold, access and trade in LondonMetric Shares are set out in the Scheme Document. Highcroft Shareholders resident in the United Kingdom will be able to hold their LondonMetric Shares through any of the ways currently available to LondonMetric Shareholders, including through an intermediary of their own choice should they wish to do so.

If any of the key dates set out in the timetable change, Highcroft will give notice of this change by publishing an announcement through a Regulatory Information Service and 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/.

Shareholder helpline

If you are a Highcroft Shareholder and you have any questions relating to the Scheme Document, this Announcement, the Court Meeting, the General Meeting, the Acquisition or the Scheme, or are in any doubt about the completion and return of the pink and/or blue Forms of Proxy, or have any queries about voting, please contact MUFG Corporate Markets, PXS 1, 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 geographic 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). Alternatively, you can email MUFG Corporate Markets at shareholderenquiries@cm.mpms.mufg.com. Please note that the Registrar cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.

Additional information for Highcroft Shareholders

Copies of this Announcement and the Scheme Document will be available for viewing on Highcroft's website at https://highcroftplc.com/recommended-offer/disclaimer-march-2025-files/ and on LondonMetric's website at https://www.londonmetric.com by no later than 12.00 p.m. on 25 April 2025, being the Business Day following the date of publication of the Scheme Document (subject to any applicable restrictions relating to persons in Restricted Jurisdictions), up to and including the Effective Date or the date the Scheme lapses or is withdrawn, whichever is earlier.

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, the Scheme Document 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, the Scheme Document or otherwise.

APPENDIX

The following indicative timetable sets out expected dates for the implementation of the Scheme:

All references to time throughout this Announcement are to London time

Notes:

(1)    These times and dates are indicative only and will depend, inter alia, on the date upon which the Court sanctions the Scheme and the date on which the Conditions are satisfied or, if capable of waiver, waived. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Highcroft Shareholders by announcement through a Regulatory Information Service and on the TISE website: http://www.tisegroup.com and, if required by the Panel, posting notice(s) of the change(s) to Highcroft Shareholders and persons so entitled. All Scheme Shareholders have the right to attend the Court Hearing.

(2)    The pink Form of Proxy for the Court Meeting, if not returned by the time stated above, or, if the Court Meeting is adjourned, by no later than 48 hours (excluding any non-Business Days) before the time fixed for the holding of the adjourned meeting, may be handed to the Registrar or to the chair of the Court Meeting before the taking of the poll at the Court Meeting and will still be valid.

(3)    The blue Form of Proxy for the General Meeting must be lodged by the time stated above in order to be valid or, if the General Meeting is adjourned, by no later than 48 hours (excluding any non-Business Days) before the time fixed for the holding of the adjourned meeting. Blue Forms of Proxy that are not so lodged may NOT be handed to the chair of the General Meeting or the Registrar before the start of or at the General Meeting.

(4)    If either the Court Meeting or the General Meeting is adjourned, the record time of the adjourned meeting(s) will be 6.00 p.m. on the second Business Day before the day fixed for the adjourned meeting.

(5)    The General Meeting will commence at 10.15 a.m. on the day of the Court Meeting or as soon thereafter as the Court Meeting has been concluded or adjourned.

(6)    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)).

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 when it becomes available as it will contain 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.

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 or to vote their Scheme Shares in respect of the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, 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 and no person may vote in favour of the Scheme by any such use, means, instrumentality or form from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement, the Scheme Document, documents accompanying the Scheme Document 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.

If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Takeover Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or from within any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

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 Acquisition may, in circumstances provided for in this Announcement and the Scheme Document, instead be carried out by way of a Takeover Offer under English law. If in the future LondonMetric exercises its right to implement the Acquisition by way of a Takeover Offer, such Takeover Offer will be made in compliance with applicable US tender offer and securities laws and regulations, including the exemptions therefrom. Such Takeover Offer would be made in the United States by LondonMetric and no one else. In addition to any such Takeover Offer, in accordance with normal practice in the United Kingdom, LondonMetric, certain affiliated companies, and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Highcroft Shares outside the United States, other than pursuant to the Takeover Offer, until the date on which such Takeover Offer would become effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, as required in the United Kingdom, will be reported to a Regulatory Information Service of the FCA and will be available on the TISE website: http://www.tisegroup.com/.

The financial information included in this Announcement, the Scheme Document, documents accompanying the Scheme Document 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 a hearing on its fairness to Highcroft Shareholders, at which hearing all such Highcroft Shareholders are entitled to attend in person or through counsel to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all 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.

No profit forecasts and estimates

No statement in this Announcement is intended to constitute a profit forecast or profit estimate and no statement in this Announcement should be interpreted to mean that the earnings or earnings per share or dividend per share for LondonMetric, Highcroft or the Combined Group, as appropriate, for the current or future financial periods would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for LondonMetric, Highcroft or the Combined Group, as appropriate.

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.

Right to switch to a Takeover Offer

LondonMetric reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Highcroft as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if LondonMetric so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendments referred to in paragraph 10 of Part B of Part 4 of 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.

Information relating to Highcroft Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Highcroft Shareholders, persons with information rights and other relevant persons for the receipt of communication from Highcroft may be provided to LondonMetric during the Offer Period as required by Section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

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.