TIDMUAI TIDMLAND
RNS Number : 4425V
U and I Group PLC
13 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
13 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)
Court Sanction of the Scheme of Arrangement
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 7 December 2021, the Scheme was approved by the requisite
majorities of Scheme Shareholders at the Court Meeting and the
Resolution to implement the Scheme was approved by the requisite
majority of U+I Shareholders at the Court Meeting.
U+I is pleased to announce that following the satisfaction or
waiver by Landsec Development of the remaining Conditions set out
in the Scheme Document, the Court has today decided to sanction the
Scheme pursuant to section 899 of the Companies Act.
Next Steps
The Scheme shall become Effective upon the delivery of a copy of
the Scheme Court Order to the Registrar of Companies, which is
expected to occur on 14 December 2021.
The last day for dealings in, and for the registration of
transfers of and disablement of CREST for, U+I Shares is today and
the Scheme Record Time will be 6.00 p.m. today. Scheme Shareholders
on the U+I register of members at the Scheme Record Time will, upon
the Scheme becoming Effective, be entitled to receive 149 pence in
cash for each Scheme Share held.
A request has been made for the suspension of the listing of the
U+I Shares on the premium listing segment of the Official List and
the admission to trading of the U+I Shares on the London Stock
Exchange's Main Market for listed securities with effect from 7.30
a.m. on 14 December 2021.
It is expected that, subject to the Scheme becoming Effective on
14 December 2021, the listing of the U+I Shares on the premium
listing segment of the Official List and the admission to trading
of the U+I Shares on the London Stock Exchange's Main Market for
listed securities will each be cancelled with effect from 8.00 a.m.
on 15 December 2021.
In accordance with the applicable provisions of the Takeover
Code, the cash consideration for the transfer of the Scheme Shares
to Landsec Development will be despatched no later than 14 days
after the Effective Date.
A further announcement will be made once the Scheme has become
Effective.
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.
The Acquisition shall be made implemented solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) which, together with the Forms
of Proxy, shall contain the full terms and Conditions of the
Acquisition, including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or other response to
the Acquisition should be made only on the basis of the information
in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the Offer Document).
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.
The availability of the Acquisition to U+I Shareholders who are
not resident in and citizens of the United Kingdom may be affected
by the laws of the relevant jurisdictions in which they are located
or of which they are citizens. Persons who are not resident in the
United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdictions.
In particular, the ability of persons who are not resident in the
United Kingdom to vote their U+I Shares with respect to the Scheme
at the Court Meeting, or to execute and deliver Forms of Proxy
appointing another to vote at the Court Meeting on their behalf,
may be affected by the laws of the relevant jurisdictions in which
they are located. Any failure to comply with the applicable
restrictions may constitute a violation of the securities laws 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 Landsec Development or required
by the Takeover Code, and permitted by applicable law and
regulation, the Acquisition will not be made available, in whole or
in part, 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 Acquisition
by any such use, means, instrumentality or form 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 and all documents 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 any Restricted Jurisdictions where to do
so would violate the laws in that jurisdiction and may render
invalid any related purported vote in respect of the Acquisition.
Any person (including, without limitation, any custodian, nominee
and trustee) who would, or otherwise intends to, or who may have a
contractual or legal obligation to, forward this Announcement
and/or any other related document to any jurisdiction other than
the United Kingdom should inform themselves of, and observe, any
applicable legal or regulatory requirements of their
jurisdiction.
The statements contained in this Announcement are not to be
construed as legal, business, financial or tax advice.
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.
However, if, in the future, Landsec Development exercises the
right to implement the Acquisition by way of a Takeover Offer and
determines to extend the offer into the United States, the Takeover
Offer will be made in compliance with applicable US tender offer
and securities laws and regulations. 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.
To the extent permitted by applicable law, in accordance with
normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange
Act, Landsec, certain affiliated companies and their nominees or
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, U+I Shares outside of
the US, other than pursuant to the Acquisition, until the date on
which the Acquisition and/or Scheme becomes Effective, lapses or is
otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the
US Exchange Act, each of Rothschild & Co and UBS will continue
to act as an exempt principal trader in U+I Shares on the London
Stock Exchange. If such purchases or arrangements to purchase were
to be made they would occur either in the open market at prevailing
prices or in private transactions at negotiated prices and comply
with applicable law, including the US Exchange Act. Any information
about such purchases will be disclosed as required in the United
Kingdom, will be reported to the Regulatory News Service of the
London Stock Exchange and will be available on the London Stock
Exchange website at www.londonstockexchange.com.
DEALING DISCLOSURE REQUIREMENTS
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in one per cent. 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 Takeover Code, any person who is, or
becomes, interested in one per cent. 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, 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 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.
NO PROFIT FORECAST OR ESTIMATES OR QUANTIFIED FINANCIAL BENEFITS
STATEMENTS
No statement in this Announcement, the Scheme Document or
incorporated by reference into this Announcement and/or the Scheme
Document is intended to constitute a profit forecast, profit
estimate or quantified financial benefits statement for any period,
nor should any statement in this Announcement, the Scheme Document
or incorporated by reference into this Announcement and/or the
Scheme Document be interpreted to mean that earnings or earnings
per share for U+I for the current or future financial years would
necessarily match or exceed the historical published earnings or
earnings per share for U+I.
ELECTRONIC COMMUNICATIONS
Please be aware that addresses, electronic addresses and certain
information provided by U+I Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from U+I may be provided to Landsec Development during the Offer
Period as requested under Section 4 of Appendix 4 of the Takeover
Code to comply with Rule 2.11(c) of the Takeover Code.
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.
RIGHT TO RECEIVE COPIES IN HARD COPY FORM
Any person entitled to receive a copy of documents,
announcements and information relating to the Acquisition is
entitled to receive such documents (including information
incorporated by reference into such documents by reference to
another source) in hard copy form.
U+I Shareholders may request a hard copy of this Announcement,
the Scheme Document, including information incorporated by
reference into the Scheme Document by reference to another source
by contacting the Registrar, Link Group on 0371 664 0300 from
inside the UK or +44 (0) 371 664 0300 from outside the UK or by
submitting a request in writing to Link Group, 10th Floor, Central
Square, 29 Wellington Street , Leeds, LS1 4DL. You may also request
that all future documents, announcements and information to be sent
to you in relation to the Acquisition should be in hard copy
form.
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END
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