TIDMUAI TIDMLAND
RNS Number : 6485V
U and I Group PLC
15 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
15 December 2021
U AND I GROUP PLC
DE-LISTING AND CANCELLATION OF TRADING OF U AND I GROUP PLC
SHARES
Further to an announcement by U and I Group PLC ("U+I") on 14
December 2021, U+I announces that the admission of U+I Shares to
the premium listing segment of the Official List, and to trading on
the London Stock Exchange's Main Market for listed securities, have
each been cancelled with effect from 8.00 a.m. (London time)
today.
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 acquisition of U+I 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
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.
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
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