Urban&Civic plc Recommended Cash Acquisition (1922M)
January 19 2021 - 5:46AM
UK Regulatory
TIDMUANC
RNS Number : 1922M
Urban&Civic plc
19 January 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
19 January 2021
Recommended Cash Acquisition
of
URBAN&CIVIC plc
by
THE WELLCOME TRUST LIMITED, AS TRUSTEE OF THE WELLCOME TRUST
Court sanction of Scheme and suspension of trading of
Urban&Civic Shares
Urban&Civic plc ( "Urban&Civic") announces that the
Court of Session in Scotland has today sanctioned the scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme")
by which the recommended all cash offer for the entire issued and
to be issued share capital of Urban&Civic (the "Acquisition")
by The Wellcome Trust Limited, as trustee of the Wellcome Trust
("Wellcome"), is being implemented. Full details of the Acquisition
and the Offer are set out in the scheme document published by
Urban&Civic on 20 November 2020 (the "Scheme Document").
It is expected that the Effective Date, and therefore completion
of the Acquisition, will be 21 January 2021, which is when the
Court Order is intended to be delivered to the Registrar of
Companies. There has been no change to the expected timetable for
the remaining steps to complete the Acquisition as set out in the
announcement issued by Urban&Civic on 20 November 2020.
Additionally, Urban&Civic announces that trading in
Urban&Civic Shares on the London Stock Exchange 's main market
for listed securities and the listing of Urban&Civic Shares on
the premium segment of the Official List will each be suspended
with effect from 7.30 a.m. on 21 January 2021. Applications have
been made to the FCA and the London Stock Exchange in relation to
the de-listing of Urban&Civic Shares from the premium segment
of the Official List and the cancellation of the admission to
trading of Urban&Civic Shares on the London Stock Exchange's
main market for listed securities, which is expected to take place
at 8.00 a.m. on 22 January 2021, subject to the Scheme becoming
Effective.
Capitalised terms used but not otherwise defined in this
announcement shall have the meaning given to them in the Scheme
Document, a copy of which is available on the Urban&Civic
website at https://www.urbanandcivic.com/investors . All references
to time are to London times.
Enquiries:
Urban&Civic
Nigel Hugill
David Wood +44 (0)20 7509 5555
J.P. Morgan Cazenove (Sole financial
adviser to Urban&Civic)
Bronson Albery
Tara Morrsion
Celia Murray
Jonty Edwards +44(0)20 7742 4000
FTI Consulting (Public Relations Adviser
to Urban&Civic) +44 (0)7798 926 814
Giles Barrie +44 (0)7801 654 424
Dido Laurimore urban&civic@fticonsulting.com
Email:
UBS (Financial Adviser to Wellcome)
Ian Hart
Aadhar Patel +44 (0)20 7567 8000
Brunswick (Public Relations Adviser
to Wellcome)
Jonathan Glass
Nina Coad
Emily Trapnell +44 (0)20 7404 5959
CMS Cameron McKenna Nabarro Olswang LLP is retained as legal
adviser to Urban&Civic. Slaughter and May is retained as legal
adviser to Wellcome.
IMPORTANT NOTICES
J.P. Morgan Securities plc, which conducts its UK investment
banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"),
and which is authorised in the United Kingdom by the PRA and
regulated by the PRA and the FCA, is acting as financial adviser
exclusively for Urban&Civic and no one else in connection with
the Acquisition and will not regard any other person as its client
in relation to the Acquisition and will not be responsible to
anyone other than Urban&Civic for providing the protections
afforded to clients of J.P. Morgan Cazenove or its affiliates, nor
for providing advice in relation to the Acquisition or any other
matter or arrangement referred to herein.
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 Wellcome and no one else in connection with
the Offer. 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.
This announcement and the documents required to be published
pursuant to Rule 26.1 of the City Code will be available, subject
to certain restrictions relating to persons resident in Restricted
Jurisdictions, on Wellcome's website at
https://wellcome.org/about-us/investments and Urban&Civic's
website at https://www.urbanandcivic.com/investors promptly and in
any event by no later than 12 noon (London time) on the Business
Day following the date of this announcement. The content of the
websites referred to in this announcement are not incorporated into
and do not form part of this announcement.
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END
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