OHG One Heritage Group Plc

THIS ANNOUNCEMENT, TOGETHER WITH ANY DOCUMENTS INCORPORATED BY REFERENCE, SHALL BE DEEMED TO CONSTITUTE AN ADMISSION DOCUMENT FOR THE PURPOSES OF THE AQSE GROWTH MARKET RULES FOR ISSUERS – ACCESS. IT HAS NOT BEEN APPROVED OR REVIEWED BY THE AQUIS STOCK EXCHANGE OR THE FINANCIAL CONDUCT AUTHORITY.

8 November 2024

ZENTRA GROUP PLC

(“Zentra”, “the Company” or “the Group”)

Admission to the Access Segment of the AQSE Growth Market

Zentra Group PLC, a UK-based residential developer, development manager and property manager focused on the North of England, is pleased to announce that trading of its ordinary shares of £0.01 each (“Shares”) consisting of 38,678,333 Shares is expected to commence at 8:00am on 22 November 2024 on the Access segment of the AQSE Growth Market (“Admission”) under the ticker symbol ZNT and with its existing ISIN number GB00BLF79495, SEDOL number BLF7949 and LEI number 2138008ZZUCCE4UZHY23.  

About Zentra Group plc

Zentra Group PLC (previously One Heritage Group PLC) is a property development and management Company. It focuses on the residential sector primarily in the North of England, seeking out value and maximising opportunities for investors. The Company is currently listed on the Equity Shares (Transition) Segment for commercial companies previously on the Standard listing segment of the Main Market of the London Stock Exchange, trading under the ticker ZNT.

For further information, please visit the Company’s website at www.zentragroup.co.uk The previous website www.oneheritageplc.com will automatically redirect to the new website.

Information pursuant to AQSE Access Rule 6.2

The Company was incorporated and registered in England and Wales as a public limited company on 21 July 2020 under the Companies Act 2006 (the “Act”) with the name One Heritage Group plc and with a registered number 12757649. It changed its name on 17 October 2024 to Zentra Group PLC.  The registered office and principal place of business in the United Kingdom is 80 Mosley Street, Manchester, United Kingdom, M2 3FX. The Company’s website address is www.zentragroup.co.uk

The information contained in the Listing Prospectus (December 2020) published in connection with the admission of the Company’s Shares to the standard listing segment of the Official List of the London Stock Exchange's Main Market is incorporated by reference to this announcement. The Listing Prospectus is available at https://zentragroup.co.uk/one-heritage-plc-investors-centre/financial-reports-presentations/

Strategy, Performance and Business Environment

The information contained in the announcement entitled “Strategic Update and Market Listing” (“Strategic Update RNS”) published by the Company on 2 October 2024 in connection with the Company's strategy and objectives and is incorporated by reference to this announcement. The Strategic Update RNS is available at  https://zentragroup.co.uk/strategic-update-and-market-listing/  

The information contained in the annual report for the year ended 30 June 2022, the annual report for the year ended 30 June 2023 and the annual report for the year ended 30 June 2024 (“2024 Annual Report”) published by the Company are incorporated by reference to this announcement. The 2024 Annual Report is available at   https://zentragroup.co.uk/one-heritage-plc-investors-centre/financial-reports-presentations

Whilst there have been no material changes in the Company’s borrowing and funding structure since publication of the 2024 Annual Report, the Strategic Update RNS and the RNS on the Lending Facility on 29 October 2024 sets out the Company’s proposed restructuring of debt and capital allocation, including the strategic investment in the One Victoria project in Manchester, sale of completed inventory and termination of its existing loan facility with One Heritage Property Development Limited (Hong Kong) and entry into a new loan agreement with OH UK Holdings Limited.   

Except as disclosed in the Strategic Update RNS on 2 October 2024 and the RNS on the Lending Facility on 29 October 2024, there has been no significant change in the financial position of the Company since 30 June 2024, the date to which the 2024 Annual Report was prepared.

The Directors will continue to review the Company’s dividend policy with reference to opportunities in the market and managements’ certainty in generating growing recurring distributions in future periods. In the future, it is expected that investor returns will be a combination of both dividends and capital growth.

Risk Factors

1. Strategy: Government regulation, planning policy and land availability

A risk exists that changes in the regulatory environment may affect the conditions and time taken to obtain planning approval and technical requirements including changes to Building Regulations or Environmental Regulations, increasing the challenge of providing quality homes where they are most needed. Such changes may also impact our ability to meet our margin or site return on capital employed (ROCE) hurdle rates (this ratio can help to understand how well a company is generating profits from its capital as it is put to use). An inability to secure sufficient consented land and strategic land options at appropriate cost and quality in the right locations to enhance communities, could affect our ability to grow sales volumes and/or meet our margin and site ROCE hurdle rates.  The Group mitigates against these risks by liaising regularly with experts and officials to understand where and when changes may occur. In addition, the Group monitors proposals by Government to ensure the achievement of  implementable planning consents that meet local requirements and that exceed current and expected statutory requirements. The Group regularly reviews land currently owned, committed and pipeline prospects, underpinned with robust key business control where all land acquisitions are subject to formal appraisal and approved by the senior executive team.

2. Delivery: Inadequate controls or failures in compliance will impact the Group performance.

 A risk exists of failure to achieve excellence in construction, such as design and construction defects, deviation from environmental standards, or through an inability to develop and implement new and innovative construction methods. This could increase costs, expose the Group to future remediation liabilities, and result in poor product quality, reduced selling prices and sales volumes. To mitigate this, the Group liaises with technical experts to ensure compliance with all regulations around design and materials, along with external engineers through approved panels. It also has detailed build programmes supported by a robust quality assurance.

3. Operations: Availability and cost of raw materials, sub-contractors, and suppliers

A risk exists that not adequately responding to shortages or increased costs of materials and skilled labour or the failure of a key supplier, may lead to increased costs and delays in construction. It may also impact our ability to achieve disciplined growth in the provision of high-quality homes.

The Group no-longer participates in in-house construction of residential development projects. It is reducing its exposure to providing services for the development of Co-Living projects for related parties and has also chosen an approach to the delivery of our development projects by appointing a principal contractor after a period of due diligence, which we believe will deliver the best shareholder value through cost certainty.

4. People and culture: Attracting and retaining high-calibre employees

A risk exists that increasing competition for skills may mean we are unable to recruit and/or retain the best people. Having sufficient skilled employees is critical to delivery of the Company, whilst maintaining excellence in all of our other strategic priorities.

To mitigate this the Company has a number of People Strategy programmes which include development, training and succession planning, remuneration benchmarking against competitors, and monitoring of employee turnover, absence statistics and feedback from exit interviews.

5. Finance & Liquidity: Availability of finance and working capital

 A risk exists that lack of sufficient borrowing and surety facilities to settle liabilities and/or an ability to manage working capital, may mean that we are unable to respond to changes in the economic environment, and take advantage of appropriate land buying and operational opportunities to deliver strategic priorities.

To minimise this risk, the Group has a disciplined operating framework with an appropriate capital structure together with forecasting of working capital and external funding requirements. Management have stress tested the Group resilience to ensure the funding available is sufficient. This process has regular management and Board attention to review the most appropriate funding strategy to drive the Company Treasury updates, and we gain market intelligence and availability of finance from in-house and experienced sector Treasury advisers.

6.  External Factors: Economic environment, including housing demand and mortgage availability

A risk exists that changes in the world and UK macroeconomic environment may lead to falling demand or tightened mortgage availability, upon which most of our customers are reliant, thus potentially reducing the affordability of our homes. This could result in reduced sales volumes and affect our ability to deliver targeted returns.  To mitigate this risk, the Group partners with a network of overseas agents, tapping into overseas investor and private individual demand, in particular in Hong Kong, China and Singapore with the majority of overseas purchasers being cash buyers. The Group continually monitors the market at Board, Executive Committee, and team levels, leading to amendments in the Group’s forecasts and planning as necessary.  In addition, there are comprehensive sales policies, regular reviews of pricing in local markets and development of good relationships with mortgage lenders. This is underpinned by a disciplined operating framework with an appropriate capital structure.

Corporate Governance

Executive Board (“Directors”)

David Izett, Non-Executive Chairman and Chair of the Remuneration, People & Nominations Committee

David is a fellow of The Royal Institution of Chartered Surveyors, with more than 40 years’ experience of the real estate industry, both in the UK and internationally, including Russia and Central Asia. He was Chief Executive Officer of Colliers International UK plc from 2001 to 2010, including being EMEA Chairman of Colliers International from 2005 to 2010.

David subsequently became a Business Development Partner for Cushman & Wakefield plc London in 2011 prior to becoming Chief Operating Officer of Cushman & Wakefield Moscow in 2012. He was Chair of the Cushman & Wakefield affiliate in Georgia and Kazakhstan before returning to the UK in 2016 where he now holds several board and consultancy roles with businesses in the real estate industry.

Jeremy Earnshaw, Non-Executive Director and Chair of the Audit & Risk Committee  MSc FCA B.Eng. (Hons)

Jeremy is a Fellow of The Institute of Chartered Accountants in England & Wales, has over 30 years’ senior treasury, finance and governance expertise, in both public and private sector organisations. He has worked across multiple sectors including Housing, Healthcare, Pharmaceuticals, Printing, Retail Marketing and Online E-Commerce. Jeremy is highly experienced in all main board and CFO matters, with specialisms in funding, M&A, stakeholder communication and value creation. With international experience in Europe, North America and Asia, Jeremy’s roles have always encompassed a wide range of responsibilities, including legal, governance, risk, financial PR and procurement.

Additionally, Jeremy is a Non-Executive Director and Chair of the Audit & Risk Committee at Optoma and a Non-Executive Director at 54 North Homes, a regulated housing association in the North of England.

Jason Upton, Chief Executive Officer

Jason has extensive management experience, specialising in Operations Management and Business Development, spanning the Debt Management, Financial Services, Banking, and Property Development sectors.

He has served as CEO since 2020. From 2009 to 2016, he was Operations Manager at Totemic Financial Services Limited. From 2016 to 2019, he held the position of CEO at J Upton Limited, where he worked as a Management Consultant within the Financial Services and Banking industries, including on projects for Nationwide Building Society.

Jason holds an Honours bachelor’s degree in Business and Marketing from the University of Lincoln, United Kingdom.

Senior Management

Robert Holbrook, Head of Finance

Robert has over 30 years of experience in Real Estate in the North West including over 21 years at Barratt Developments plc where Robert held senior Finance Roles overseeing a number of operational businesses across the North West, West Midlands and East Midlands and latterly was Managing Director at Barratt David Wilson North West.

Robert has also been Managing Director for Jones Homes North West before joining Zentra. Prior to joining Barratt Developments, Robert was at Peel Holdings plc for over 9 years undertaking Group Financial Reporting and Operational Reporting Roles for the UK Property Investment Portfolio during the period where the Group acquired the Manchester Ship Canal Company and constructed The Trafford Centre.

Robert is a Chartered Accountant, qualifying with BDO Binder Hamlyn, and brings a vast experience of Housebuilding and Commercial development from a finance, funding an operational perspective.

Ben Scandrett, Group Head of Development

Ben joined Zentra in June 2024 as Group Development Director taking responsibility for the implementation of the Group’s development strategy. With over 25 years of experience in residential and commercial markets, Ben has delivered complex multi stakeholder projects collaborating with public and private sector organisations throughout the UK. In his previous role at Brookhouse Group (2007 – 2024) Ben specialised in the asset management of the £400m commercial portfolio and growing the residential business to deliver innovative housing solutions for the private sales and Affordable housing market.

Ben earned a scholarship to study at Salford University obtaining a BSc Hons in Property management and Investment, later becoming a Chartered member of the RICS.

Scott Nicol, Group Head of Investment

Scott joined Zentra in April 2024 as Group Head of Investment, assuming responsibility for the group’s investment activities. Scott has in excess of 15 years of experience in the UK real estate market as a principal investor and developer and has been directly involved in the origination and execution of over £3bn of investment and development projects.

Prior to Zentra, Scott held an Executive role at an SME development business focusing on the alternative residential sector, as well as spending 8 years in an Executive Director role at UK focused investment and development platform, ACP, where he was responsible for driving the AUM of the business to in excess of £1bn.

In addition, Scott was Vice President of Real Estate at Gatehouse Bank plc where he was responsible for new acquisitions, funding and development and asset management. Scott played integral role in establishing Gatehouse as a major UK real estate investor across the commercial and residential PRS sectors, leading on the creation of Project Thistle, a £700m Residential PRS joint venture between Gatehouse and Sigma Capital, the first institutional BTR platform established in the UK.

Hannah O’Shea, Senior Operations Manager

Hannah is a Senior Operations Manager with 5 years’ experience working in management and events and 4 years in revenue management where she completed her AAT. Hannah is the longest serving employee at Zentra and her role provides a key operational management function which covers all of the Group’s projects and business activities.

Remuneration and Benefits for the year ended 30 June 2024

A summary of the audited remuneration received by the Directors for the year ended 30 June 2024 is set out on page 30 of the 2024 Annual Report.

Shareholdings and Stock Options

A summary of the Directors’ beneficial interests in the Company’s Shares at XX November 2024 (being the latest practical date prior to the issue of this RNS) is set out below:

Lock-in Agreement

The Company does not have any lock-in agreements in place with respect to the Shares.

Shareholder and Security Holder Information

The Company has 38,678,300 fully paid Shares in issue.

The following persons, directly or indirectly, have an interest in the Company’s capital or voting rights, which is notifiable under English Law:

Other than those shares noted above as being held beneficially by Keith Crews and Zelda Crews, there are no beneficial shareholders who hold 3% or more of the issued share capital of the Company.

The major shareholders do not have any different voting rights.

Related party transactions to 30 June 2024 are set out on pages 83 and 84 of the 2024 Annual Report. Except as disclosed in the Strategic Update RNS, there have been no related party transactions that have taken place that have materially affected the financial position or performance of the Company since 30 June 2024, the date to which the 2024 Annual Report was prepared.

The Company is not involved in any legal, governmental or arbitration proceedings which may have or have had since incorporation a significant effect on the Company’s financial position or profitability and, so far as the Directors are aware, there are no such proceedings pending or threatened against the Company.

None of the Directors have any material conflicts of interest between any duties owed to the Company and their private interests and/or other duties.

Takeovers

The City Code on Takeovers and Mergers (“Takeover Code”) is issued and administered by the Panel on Takeovers and Mergers (“Panel”). The Takeover Code applies to all takeovers and merger transactions, however effected, where the offeree company is, inter alia, a listed or unlisted public company resident in the United Kingdom, the Channel Islands or the Isle of Man. The Company is such a company and, therefore, shareholders are entitled to the protection afforded by the Takeover Code.

Mandatory Bid

Under Rule 9 of the Takeover Code, except with the consent of the Panel, when:

1. any person acquires, whether by a series of transactions over a period of time or otherwise, an interest (as defined in the Takeover Code) in shares which, taken together with shares in which he is already interested or in which persons acting in concert with him are interested; or

2. any person, together with persons acting in concert with him, is interested in shares which,

in aggregate, carry not less than 30% of the voting rights of a company, but does not hold shares carrying 50% or more of such voting rights and such person, or any person acting in concert with that person, acquires a further interest in such shares, then, that person and any person acting in concert with them, must make a general offer in cash to the holders of any class of equity share capital, whether voting or non-voting, and also to the holders of any other class of transferable securities carrying voting rights, to acquire the balance of the shares not held by him and his concert party.

Save where the Panel permits otherwise, an offer under Rule 9 of the Takeover Code must be in cash and at the highest price paid within the 12 months prior to the announcement of the offer for any shares in the company by the person required to make the offer or any person acting in concert with him. Offers for different classes of equity share capital must be comparable; the Panel should be consulted in advance in such cases.

Under the Takeover Code, a concert party arises when persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Under the Takeover Code, “control” means an interest, or aggregate interest, in shares carrying 30% or more of the voting rights of a company, irrespective of whether the interest or interests give de facto control.

Squeeze-out

If a “takeover offer” (as defined in section 974 of the Act) is made and the offeror, by virtue of acceptances of such offer, acquires or contracts to acquire not less than 90% in value of the shares to which the takeover offer relates and not less than 90% of the voting rights carried by the shares to which the offer relates, then the offeror has the right to acquire compulsorily the remaining shares of the minority shareholders for the offer price within a fixed period.

Sell-out

In certain circumstances, the Act gives minority shareholders the right to require an offeror who has made a takeover offer for the Company to buy their shares, provided that at any time before the end of the period within which the offer can be accepted, the offeror has acquired (or unconditionally contracted to acquire) not less than 90% in value of the shares to which the offer relates and not less than 90% of the voting rights carried by the shares.

Contacts

Zentra Group plc

Jason Upton

Chief Executive Officer

Email: jason.upton@zentragroup.co.uk

Robert Holbrook

Head of Finance

Email: robert.holbrook@zentragroup.co.uk

Hybridan LLP (Financial Adviser and Broker)

Claire Louise Noyce

Email : claire.noyce@hybridan.com

Tel: +44 (0)203 764 2341