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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(END) Dow Jones Newswires

December 13, 2021 06:07 ET (11:07 GMT)

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