TIDMUAI TIDMLAND
RNS Number : 6298V
U and I Group PLC
14 December 2021
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 OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
14 December 2021
RECOMMED CASH ACQUISITION
of
U AND I GROUP PLC
by
LS DEVELOPMENT HOLDINGS LIMITED
(a newly formed wholly-owned indirect subsidiary of Land
Securities Group PLC)
Scheme of Arrangement Becomes Effective
On 1 November 2021, U and I Group PLC ("U+I") and LS Development
Holdings Limited ("Landsec Development"), a newly formed
wholly-owned indirect subsidiary of Land Securities Group PLC
("Landsec"), announced that they had reached agreement on the terms
and conditions of a recommended all cash acquisition by Landsec
Development of the entire issued, and to be issued, share capital
of U+I (the "Acquisition"), to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (the "Scheme").
On 13 December 2021, U+I announced that the Court decided to
sanction the Scheme pursuant to section 899 of the Companies
Act.
U+I is pleased to announce that the Scheme Court Order has today
been delivered to the Registrar of Companies and accordingly, the
Scheme has become Effective in accordance with its terms and the
entire issued and to be issued ordinary share capital of U+I is now
owned by Landsec Development.
Suspension and De-Listing of U+I Shares
Dealings in U+I Shares have been suspended from trading on the
London Stock Exchange's Main Market for listed securities with
effect from 7.30 a.m. today.
Applications have been made to the London Stock Exchange for the
cancellation of the admission to trading of the U+I Shares on the
London Stock Exchange's Main Market for listed securities and to
the FCA for the cancellation of the listing of U+I Shares on the
Official List, which are each expected to effect from 8.00 a.m. on
15 December 2021.
Settlement of Consideration
Scheme Shareholders on the U+I register of members at the Scheme
Record Time, being 6.00 p.m. on 13 December 2021, will be entitled
to receive 149 pence in cash for each Scheme Share held.
Settlement of the consideration to which any Scheme Shareholder
is entitled will be effected by way of the despatch of cheques or
the crediting of CREST accounts (for Scheme Shareholders holding
Scheme Shares in certificated form and in uncertificated form
respectively) (or by any other method approved by the Panel) as
soon as practicable and in any event not later than 14 days after
the Effective Date, as set out in the Scheme Document.
Board changes
As the Scheme has now become Effective, U+I duly announces that,
as of today's date, each of Peter Williams, Sadie Morgan, Lynette
Krige, Rosaleen Kerslake and Barry Bennett have tendered their
resignations and have stepped down from the U+I Board. Richard
Upton and Jamie Christmas remain on the U+I Board.
General
References to times are to London time, United Kingdom unless
otherwise stated. If any of the dates and/or times in this
Announcement change, the revised dates and/or times will be
notified to U+I Shareholders by announcement through a Regulatory
Information Service, with such announcement being made available on
U+I's website at https://www.uandiplc.com/ .
Capitalised terms used in this announcement (the "Announcement")
shall, unless otherwise defined, have the same meanings as set out
in the circular in relation to the Scheme published on 15 November
2021 (the "Scheme Document").
Enquiries
U and I Group PLC
Richard Upton (Chief Executive Officer) +44 20 7828
Jamie Christmas (Chief Financial Officer) 4777
Rothschild & Co (sole financial adviser and
Rule 3 adviser to U+I)
Alex Midgen
Sam Green +44 20 7280
Nicholas Rodwell 5000
Peel Hunt (corporate broker to U+I)
Capel Irwin
Carl Gough +44 20 7418
Henry Nicholls 8900
Liberum Capital (corporate broker to U+I)
Richard Crawley +44 20 3100
Jamie Richards 2000
Camarco (Capital Market Communications Ltd)
(PR adviser to U+I) +44 20 3757
Geoffrey Pelham-Lane 4985
Land Securities Group PLC +44 20 7024
Ed Thacker (Head of Investor Relations) 5185
UBS (sole financial adviser and corporate
broker to Landsec)
Rahul Luthra
Jonathan Rowley +44 20 7567
George Dracup 8000
Robey Warshaw LLP (adviser to Landsec) +44 20 7317
Simon Robey 3999
Tulchan Communications (PR adviser to Landsec)
Jonathan Sibun +44 20 7353
Sunni Chauhan 4200
Bryan Cave Leighton Paisner LLP is acting as legal adviser to
U+I in connection with the Acquisition.
Slaughter and May is acting as legal adviser to Landsec in
connection with the Acquisition.
IMPORTANT INFORMATION
This Announcement is not intended to constitute or form part of
any offer or invitation to purchase, otherwise acquire, subscribe
for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval pursuant to the Acquisition or
otherwise, in any jurisdiction in which such offer, invitation or
solicitation is unlawful.
This Announcement is not a prospectus or a prospectus equivalent
document.
NOTICES
N.M. Rothschild & Sons Limited ("Rothschild & Co") ,
which is authorised and regulated by the FCA in the United Kingdom,
is acting exclusively as financial adviser to U+I and no one else
in connection with the matters described in this Announcement and
will not be responsible to anyone other than U+I for providing the
protections afforded to clients of Rothschild & Co nor for
providing advice in connection with any matter referred to herein.
Neither Rothschild & Co nor any of its affiliates (nor their
respective directors, officers, employees or agents) 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 Rothschild & Co
in connection with this Announcement, any statement contained
herein, the Acquisition or otherwise.
UBS AG London Branch ("UBS") is authorised and regulated by the
Financial Market Supervisory Authority in Switzerland. It is
authorised by the PRA and subject to regulation by the FCA and
limited regulation by the PRA in the United Kingdom. UBS is acting
as financial adviser to Landsec and no one else in connection with
the Acquisition. In connection with such matters, UBS, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to any other person for providing the
protections afforded to their clients or for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matter referred to herein.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated
in the United Kingdom by the FCA, is acting exclusively for U+I and
for no-one else in connection with the matters referred to in this
Announcement and will not be responsible to any person other than
U+I 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.
Liberum Capital Limited ("Liberum"), which is authorised and
regulated in the United Kingdom by the FCA, is acting exclusively
for U+I and no one else in connection with the matters described in
this Announcement. Liberum will not regard any other person
(whether or not a recipient of this Announcement) as its client in
relation to the matters described in this Announcement and will not
be responsible to anyone other than U+I for providing the
protections afforded to its clients or for providing any advice in
relation to matters or arrangements referred to herein. Apart from
the responsibilities and liabilities, if any, which may be imposed
on Liberum by FSMA or the regulatory regime established thereunder,
or under the regulatory regime of any jurisdiction where the
exclusion of liability under the relevant regulatory regime would
be illegal, void or unenforceable, Liberum does not accept any
responsibility whatsoever for, and makes no representation or
warranty, express or implied, as to the contents of this
Announcement or for any other statement made or purported to be
made by it, or on its behalf, in connection with U+I and nothing in
this Announcement will be relied upon as a promise or
representation in this respect, whether or not to the past or
future. Liberum accordingly, to the fullest extent permitted by
law, disclaims all and any responsibility or liability, whether
arising in tort, contract or otherwise (save as referred to above),
which it might otherwise have in respect of this Announcement or
any such statement.
Robey Warshaw LLP ("Robey Warshaw") is authorised and regulated
by the FCA and is acting as an adviser to Landsec and no one else
in connection with the Acquisition. In connection with such
matters, Robey Warshaw, its affiliates and their respective
directors, officers, employees and agents will not regard any other
person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or
for providing advice in relation to the Acquisition, the contents
of this Announcement or any other matter referred to herein.
CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS
This Announcement, oral statements made regarding the
Acquisition, and other information published by Landsec and U+I
contain statements which are, or may be deemed to be,
"forward-looking statements".
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
projections of the management of Landsec and U+I about future
events, and are therefore subject to risks and uncertainties which
could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the
Acquisition on Landsec and U+I, the expected timing and scope of
the Acquisition and other statements other than historical facts.
Often, but not always, forward-looking statements can be identified
by the use of forward-looking words such as "plans", "expects" or
"does not expect", "is expected", "is subject to", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken,
occur or be achieved. Although Landsec and U+I believe that the
expectations reflected in such forward-looking statements are
reasonable, Landsec and U+I can give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include,
but are not limited to: the ability to complete the Acquisition;
the ability to obtain requisite regulatory and shareholder
approvals and the satisfaction of other Conditions on the proposed
terms; changes in the global political, economic, business and
competitive environments and in market and regulatory forces;
changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in
general economic and business conditions; changes in the behaviour
of other market participants; the anticipated benefits from the
Acquisition not being realised as a result of changes in general
economic and market conditions in the countries in which Landsec
and U+I operate; weak, volatile or illiquid capital and/or credit
markets; changes in the degree of competition in the geographic and
business areas in which Landsec and U+I operate; and changes in
laws or in supervisory expectations or requirements. Other unknown
or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the
forward-looking statements. If any one or more of these risks or
uncertainties materialises or if any one or more of the assumptions
proves incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward-looking statements
should therefore be construed in the light of such factors.
Neither Landsec and U+I, nor any of their respective associates
or directors, officers 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. Given the risks and uncertainties, you are
cautioned not to place any reliance on these forward-looking
statements. Other than in accordance with their legal or regulatory
obligations, neither Landsec nor U+I is under any obligation, and
Landsec and U+I expressly disclaim any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise
OVERSEAS JURISDICTIONS
This Announcement has been prepared in accordance with, and for
the purpose of complying with, the laws of England and Wales and
the Takeover Code, and 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
England. If you are in any doubt about the contents of this
Announcement, you should consult your own legal adviser, financial
adviser or tax adviser for legal, business, financial or tax
advice.
The publication or distribution of this Announcement in or into
certain jurisdictions other than the United Kingdom may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe any applicable requirements of
their jurisdictions.
NOTES TO U+I INVESTORS IN THE UNITED STATES
Shareholders in the US should note that the Acquisition relates
to the shares of an English company and is being made by means of a
scheme of arrangement provided for under English company 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 Securities Exchange Act of 1934 (the "US Exchange
Act").
Accordingly, the Acquisition is subject to the disclosure and
procedural requirements and practices applicable in the United
Kingdom to schemes of arrangement which differ from the disclosure
requirements of US tender offer and proxy solicitation rules.
The financial information included in the Scheme Document has
been prepared in accordance with generally accepted accounting
principles of the United Kingdom and thus may not be comparable to
the financial information of US companies or companies whose
financial statements are prepared in accordance with generally
accepted accounting principles in the United States.
The receipt of cash pursuant to the Acquisition by an U+I
Shareholder in the US as consideration for the transfer of its
Scheme Shares pursuant to the Scheme may be a taxable transaction
for US federal income tax purposes and under applicable US state
and local, as well as foreign and other, tax laws. Each U+I
Shareholder is therefore urged to consult with legal, tax and
financial advisers in connection with making a decision regarding
the Acquisition.
It may be difficult for U+I Shareholders in the US to enforce
their rights and any claims arising out of US federal laws, since
Landsec and U+I are each located in a non-US jurisdiction, and some
or all of their officers and directors may be residents of a non-US
jurisdiction. U+I Shareholder in the US 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 judgement.
PUBLICATION ON WEBSITE
In accordance with Rule 26.1 of the Takeover Code, a copy of
this Announcement will be made available, subject to certain
restrictions relating to persons resident in Restricted
Jurisdictions, on U+I's website at www.uandiplc.com and Landsec's
website at www.landsec.com by no later than 12 noon (London time)
on the Business Day following the publication of this Announcement.
For the avoidance of doubt, neither the contents of these websites
nor the contents of any websites accessible from any hyperlinks is
incorporated into or forms part of this Announcement.
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END
SOADKQBPNBDDPBD
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