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

SOAUSVNRANUUAAA

(END) Dow Jones Newswires

December 15, 2021 03:04 ET (08:04 GMT)

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