TIDMLAND TIDMLAND TIDMUAI
RNS Number : 8206Q
Land Securities Group PLC
01 November 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
1 November 2021
RECOMMED CASH ACQUISITION
of
U AND I GROUP PLC
by
LS DEVELOPMENT HOLDINGS LIMITED
(a newly formed company indirectly owned by Land Securities
Group PLC)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary and highlights
-- The boards of directors of 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"), are pleased to announce that they have reached
agreement on the terms of a recommended all cash offer by Landsec
Development for the entire issued, and to be issued, ordinary share
capital of U+I (the "Acquisition").
-- Under the terms of the Acquisition, U+I Shareholders will be entitled to receive:
149 pence for each U+I Share
-- The Acquisition values the entire issued and to be issued
share capital of U+I at approximately GBP190 million on a fully
diluted basis and the price of 149 pence per U+I Share represents a
premium of approximately:
o 73 per cent. to the Closing Price of 86.0 pence per U+I Share
on 29 October 2021 (being the last Business Day before the
commencement of the Offer Period);
o 71 per cent. to the volume-weighted average price of 87.2
pence per U+I Share for the one-month period ended 29 October 2021
(being the last Business Day before the commencement of the Offer
Period); and
o 70 per cent. to the volume-weighted average price of 87.8
pence per U+I Share for the three-month period ended 29 October
2021 (being the last Business Day before the commencement of the
Offer Period).
-- If, on or after the date of this announcement and before the
Effective Date, any dividend, distribution or other return of
capital or value is announced, declared, made or paid by U+I or
becomes payable by U+I in respect of the U+I Shares, Landsec
Development reserves the right to reduce the consideration payable
under the terms of the Acquisition of the U+I Shares by an amount
up to the amount of such dividend and/or distribution and/or other
return of capital or value, in which case any reference in this
announcement to the consideration payable under the terms of the
Acquisition will be deemed to be a reference to the consideration
as so reduced. Any exercise by Landsec Development of its rights
referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the terms of the
Scheme or the Acquisition. In such circumstances, U+I Shareholders
would be entitled to receive and retain any such dividend and/or
other distribution and/or return of capital or value.
-- It is intended that the Acquisition will be implemented by
means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act.
-- The Scheme Document will contain a valuation in respect of
U+I's property portfolio in accordance with Rule 29 of the Takeover
Code.
Transaction overview
-- The Acquisition is an all cash offer for U+I by Landsec
Development, unanimously recommended by the U+I Directors.
-- The Acquisition recognises the value from combining U+I's
front-end development capabilities, placemaking skills and
portfolio of core regeneration projects which require funding, with
Landsec's development expertise and strong balance sheet.
-- Landsec set out a strategy in October 2020 to recycle
investment in order to drive growth and generate higher returns,
including through urban opportunities in London and other major
regional cities. The Acquisition accelerates that strategy, adding
an attractive pipeline of mixed-use urban development opportunities
along with complementary skills and expertise.
-- U+I provides access to a significant pipeline of mixed-use
development schemes, of which two are well-progressed through
planning (Mayfield, Manchester (strategic regeneration framework
("SRF") and detailed consent for phase 1); and Morden Wharf,
Greenwich Peninsula (resolution to grant)) and in respect of which
Landsec believes that it can accelerate the pace of
development.
-- U+I also provides access to a further high quality,
office-led development in London (Landmark Court, Southwark) with
planning consent.
-- In addition, there is a strong alignment of cultures between
the two companies, with a focus on developing sustainable
communities in the interests of broader stakeholders.
Recommendation
-- The U+I Directors, who have been so advised by Rothschild
& Co as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing
its advice to the U+I Directors, Rothschild & Co has taken into
account the commercial assessments of the U+I Directors. Rothschild
& Co is providing independent financial advice to the U+I
Directors for the purposes of Rule 3 of the Takeover Code.
-- Accordingly, the U+I Directors intend to recommend
unanimously that U+I Shareholders vote in favour of the Scheme at
the Court Meeting and the Resolution to be proposed at the General
Meeting as the U+I Directors who hold U+I Shares have irrevocably
undertaken to do in respect of their own beneficial holdings of
4,507,614 U+I Shares in aggregate, representing approximately 3.6
per cent. of U+I's issued share capital on 29 October 2021 (being
the last Business Day before the date of this announcement).
Irrevocable undertakings and letters of intent
-- In addition, Landsec and Landsec Development have received
letters of intent to vote in favour of the resolutions relating to
the Acquisition at the Meetings (or in the event that the
Acquisition is implemented by a Takeover Offer, to accept such
Takeover Offer) from Aberforth Partners LLP, J O Hambro Capital
Management Limited, Jupiter Asset Management Limited and Ennismore
Fund Management Limited, in respect of a total of 39,754,171 U+I
Shares, representing in aggregate approximately 32 per cent. of the
issued ordinary share capital of U+I on 29 October 2021 (being the
last Business Day before the date of this announcement).
-- In total, therefore, Landsec and Landsec Development have
received irrevocable undertakings or letters of intent, including
those irrevocable undertakings from the U+I Directors who own U+I
Shares, in respect of, in aggregate, 44,261,785 U+I Shares,
representing approximately 35 per cent. of the issued ordinary
share capital of U+I on 29 October 2021 (being the last Business
Day before the date of this announcement).
-- Further details of these irrevocable undertakings and letters
of intent are set out in Appendix 3 to this announcement.
Background to and reasons for the Recommendation
-- In May 2021, U+I announced the first step of its "Reset,
Prove, Grow" strategy, which followed the 100-day strategic review
undertaken by U+I following the appointment of Richard Upton as CEO
in January 2021. As part of the review, U+I reorganised its
portfolio into three segments: (i) Core Regeneration assets; (ii)
Non-Core Development and Trading assets ("Non-Core"); and (iii)
Investment Portfolio assets, simplifying the business and providing
greater clarity to shareholders on the strategy for each
segment.
-- In relation to the strategy for the Non-Core portfolio, in
the six months to 30 September 2021, U+I has made good progress
with Non-Core disposals, fully exiting three of its 35 Non-Core
projects with further partial realisations being achieved from a
number of other projects. The U+I Board is confident in U+I's
ability to monetise the majority of the remaining Non-Core projects
over the four-year timescale previously indicated, albeit these
disposals are not without risk and, in some cases, require further
capital spend ahead of monetisation. The U+I Board also recognises
that there is a wide range of total net sale proceeds outcomes, as
set out in May 2021, which is in part dependent on factors beyond
U+I's control.
-- In relation to the Core Regeneration business, demand for
mixed-use urban environments where people can live, work and
socialise has never been greater, and the U+I Board continues to
believe that U+I is one of only a small number of companies with
the skills, track-record and reputation to successfully deliver
these types of projects. However, the scale of U+I's Core
Regeneration pipeline and ambition, relative to the scale of U+I's
own balance sheet and market capitalisation, means that one of the
core tenets of U+I's regeneration strategy is the introduction of
external capital partners into key projects.
-- The U+I Board believes that U+I's Core Regeneration model,
married to the right long-term capital, and aligned with the
Government's focus on rebuilding economic growth and 'levelling
up', is more relevant than ever and represents a highly attractive
opportunity to create long term stakeholder value. In considering
the right partner for a project, U+I seeks an appropriate
combination of balance sheet strength and expertise in investing in
long-term regeneration projects. The U+I Directors consider Landsec
a highly credible partner for these projects, given its financial
strength and long track-record of delivering complex projects.
Furthermore, the U+I Directors see this partnership as providing an
opportunity to accelerate the Core Regeneration business plan for
the benefit of all U+I stakeholders.
-- Landsec's initial proposal was received in September 2021 and
the final Acquisition price followed from a period of negotiations
with U+I.
-- Against this backdrop, whilst the U+I Board remains confident
in U+I's prospects as a standalone company as it continues to
implement its revised strategy, following careful consideration,
the U+I Board has concluded the Acquisition is in the best
interests of U+I Shareholders. In reaching this conclusion, it has
considered in particular the following:
o the range of risk-adjusted returns under U+I's revised
strategy, in particular the range of net proceeds likely receivable
from the Non-Core disposals net of U+I's recurring cost base, as
compared with the certainty of the Acquisition price;
o the likely requirement over time to introduce funding partners
into certain of U+I's Core Regeneration assets, in order for U+I to
monetise its interest in these core projects and create
distributable profits for U+I Shareholders;
o the complexity and cost of U+I's existing capital structure
and the overall size of its balance sheet and market
capitalisation, relative to the scale and opportunity of its
pipeline;
o the Acquisition price of 149 pence represents a premium of
approximately 73 per cent. to the Closing Price of 86.0 pence per
U+I share on 29 October 2021 (being the last Business Day before
the commencement of the Offer Period) and 70 per cent. to the
volume-weighted average price of 87.8 pence per U+I Share for the
three-month period ended 29 October 2021;
o that the Acquisition provides an opportunity for all U+I
Shareholders to realise their interests in cash; and
o the impact of the Acquisition on all of U+I's stakeholders and
the importance of U+I's assets to Landsec's future strategy.
Background to and reasons for the Acquisition
-- In October 2020, Landsec set out its future growth strategy
focused on three key areas: (i) Central London offices; (ii) major
retail destinations; and (iii) urban opportunities in London and
other major regional cities. The ultimate goal of this strategy is
to accelerate growth through recycling capital into higher return
opportunities and deliver for investors an attractive combination
of income and growth driven returns.
-- In the near term, Landsec's directors expect to increase
portfolio recycling and are prepared to take, in a considered way,
more operational risk to create value and drive returns for
Landsec's shareholders.
-- As Landsec increasingly allocates capital for growth, it is
targeting the delivery of mid-to-high single digit returns on
equity across the Landsec group, split broadly equally between
income and growth.
-- The Covid-19 pandemic has accelerated the blurring of lines
between where people live, work and socialise. In response to this,
mixed-use developments with a clear sense of place are becoming a
more important part of the fabric of cities. The directors of
Landsec believe it is well positioned with its existing development
and asset management capabilities and balance sheet strength to
create these places and achieve attractive risk-adjusted
returns.
-- The Acquisition would add core regeneration assets to
Landsec's development pipeline, which Landsec believes it can help
realise through the strength of its balance sheet, accelerating the
delivery of Landsec's "Urban opportunities" strategic pillar.
-- The Acquisition would also complement Landsec's existing
development capabilities and enhance the group's placemaking
skills. U+I aligns closely with Landsec's sustainability goals,
including the design and development of new sustainable
communities, working alongside local government, customers,
communities and partners.
-- U+I provides access to a significant pipeline of mixed-use
development schemes, of which two are well-progressed through
planning (Mayfield (SRF and detailed consent for phase 1) and
Morden Wharf (resolution to grant)):
o Mayfield, Manchester. Mayfield is one of the UK's pre-eminent
mixed-use regeneration projects, and works have already commenced
onsite. It is a c. 24 acre site in Manchester city centre, adjacent
to Manchester Piccadilly railway station, which comprises
approximately 2 million sq. ft. of office, retail and leisure space
and 1,500 new homes set around a 6.5 acre public park. This site is
currently owned in a joint venture with Manchester City Council,
Transport for Greater Manchester and London and Continental
Railways (the "Mayfield JV"). U+I has a 50 per cent. share in the
Mayfield JV and acts as development manager for the site.
o Morden Wharf, Greenwich Peninsula. U+I has a conditional
development agreement with Morden College, a charitable trust with
significant land holdings on the Greenwich Peninsula. U+I has
achieved a resolution to grant planning consent for 1,500 new
homes, 200,000 sq. ft. of warehouses and 50,000 sq. ft. of retail
across this 19 acre site on the western edge of the Peninsula.
-- U+I also provides access to a further high quality,
office-led development in London with planning consent:
o Landmark Court, Southwark. Landmark Court is an office-led
development site located within walking distance of London Bridge
station and Borough underground station, with planning permission
for 200,000 sq. ft. of offices, retail and workspace and 36 new
homes. Landmark Court will sit in a joint venture (which is
conditional on receipt of development funding) of subsidiaries of
U+I and Transport for London ("TfL"), held 51:49 respectively. TfL
and Network Rail are freeholders of the site, with a new 299-year
lease now agreed for development.
-- Landsec believes that it can accelerate the pace of
development across these sites by combining Landsec's own
development capabilities and the strength of its balance sheet,
with U+I's placemaking skills, which emphasise: (i) unlocking
overlooked, underestimated sites, (ii) community-led neighbourhood
planning, and (iii) purposeful construction of mixed-use
neighbourhoods, infrastructure and public spaces. Landsec believes
these opportunities would enable it to invest a further GBP600-800
million in development capital expenditure in the short to medium
term.
-- U+I provides access to a longer dated mixed-use regeneration
scheme (Cambridge Northern Fringe East), which Landsec's directors
believe could provide additional upside for Landsec, subject to
further assessment. U+I also provides access to one further
mixed-use regeneration scheme (8 Albert Embankment).
Information on Landsec Development, Landsec and U+I
Landsec Development
-- Landsec Development is a private limited company registered
in England and Wales and incorporated on 20 October 2021. Landsec
Development was formed for the purposes of the Acquisition and is
an entity indirectly wholly-owned by Landsec. Landsec Development
has not traded since its date of incorporation, nor has it entered
into any obligations other than in connection with the
Acquisition.
Landsec
-- Landsec is one of the leading real estate development and
investment companies in the United Kingdom. Founded in 1944 and
headquartered in Victoria, London, Landsec is listed on the London
Stock Exchange where it is a constituent of the FTSE 100 Index.
Landsec has been a Real Estate Investment Trust ("REIT") since the
UK introduced REIT status in 2007.
-- Landsec operates across four divisions: Central London,
Regional Retail, Subscale sectors and Urban opportunities. The
company owns and manages some of the most successful real estate
assets across the United Kingdom. Its combined portfolio of retail,
leisure, workspace and residential hubs is valued at GBP10.8
billion and spans 23.5 million sq. ft. (as at 31 March 2021).
Landsec aims to lead the real estate industry in critical long-term
issues: from diversity and community employment, to carbon
reduction and climate resilience.
Information on U+I
-- U+I is a property developer and investor focused on complex,
mixed-use regeneration in London, Manchester and Dublin, creating
socially and economically sustainable places where people can live,
work and socialise. Headquartered in London and listed on the
London Stock Exchange's Main Market, U+I employs 70 people across
the United Kingdom. U+I began as Development Securities PLC and
rebranded as U+I in 2015 following the acquisition of Cathedral
Group (Holdings) Limited in 2014.
-- As a result of U+I's strategic review, announced in May 2021,
U+I's portfolio has been reorganised into three segments: Core
Regeneration assets, Non-Core Development and Trading assets, and
Investment Portfolio assets.
-- The Core Regeneration assets segment (GBP58 million of gross
asset value as at 31 March 2021 or 22 per cent. of the total U+I
portfolio) comprises five major schemes which are mostly
public-private partnerships to build on publicly-owned land. These
five major schemes have a significant estimated gross development
value of GBP6 billion. These mixed-use regeneration schemes are
expected to deliver sustainable and consistent returns to U+I.
U+I's "master developer" approach provides multiple routes to
monetisation over the course of the project and can include: (i)
land enablement profits from planning and placemaking, (ii) plot
sales to specialists, (iii) development management fees, and (iv)
shares of development profits and promotes. These projects, which
often require no upfront land purchase, are the core of U+I's
business and require expertise like U+I's to be successful.
-- The Non-Core Development and Trading assets segment (GBP126
million of gross asset value as at 31 March 2021 or 47 per cent. of
the total U+I portfolio) comprised 35 projects (as at 31 March
2021) which were previously described as public-private partnership
/ development or trading projects and which U+I intends to dispose
of within the next four years. As at 31 March 2021, U+I estimated
GBP90-160 million of net cash receipts from these projects from the
disposal programme (net of estimated project spend).
-- The Investment Portfolio assets segment (GBP85 million of
gross asset value as at 31 March 2021 or 32 per cent. of the total
U+I portfolio) is comprised of 15 income-generating assets (as at
31 March 2021) and is largely made up of commercial, retail,
shopping centre or leisure assets that U+I acquired or developed.
U+I believes the Investment Portfolio provides a potential future
opportunity to recycle capital into core regeneration schemes.
-- As at 31 March 2021, the total gross asset value across the
Core Regeneration, Non-Core Development and Trading and Investment
Portfolio asset segments was GBP269 million.
-- For the 12 months ended 31 March 2021, U+I reported total
assets of GBP427.0 million, total revenues of GBP45.8 million and
losses before tax of GBP86.7 million. U+I reported a basic loss of
70.2 pence per U+I Share.
Timetable and Conditions
-- It is intended that the Acquisition will be implemented by
way of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act (although Landsec Development reserves the right
to effect the Acquisition by way of a Takeover Offer, subject to
the consent of the Panel and the terms of the Co-operation
Agreement).
-- The terms of the Acquisition will be put to the Scheme
Shareholders at the Court Meeting and to the U+I Shareholders at
the General Meeting. In order to become Effective, the Scheme must
be approved by a majority in number of Scheme Shareholders, present
and voting (and entitled to vote) at the Court Meeting, whether in
person or by proxy, representing 75 per cent. or more in value of
the Scheme Shares held by those Scheme Shareholders (or the
relevant class or classes thereof). In addition, at the General
Meeting to implement the Scheme, the Resolution must be passed by
U+I Shareholders representing at least 75 per cent. of the votes
validly cast on the Resolution, whether in person or by proxy. The
General Meeting will be held immediately after the Court
Meeting.
-- The Acquisition will be on the terms and subject to the
Conditions set out in Appendix 1 and to be set out in the Scheme
Document, which will also set out further details of the
Acquisition. It is expected that the Scheme Document containing
further information about the Acquisition and notices of the
Meetings, together with the Forms of Proxy, will be published
within 28 days of the date of this announcement (or such later date
as may be agreed by Landsec Development and U+I with the consent of
the Panel). An expected timetable of principal events will be
included in the Scheme Document.
-- The Acquisition is expected to become Effective in December
2021 or early 2022, subject to satisfaction (or, where applicable,
waiver) of the Conditions and the further terms set out in Appendix
1.
Comments on the Acquisition
Commenting on the Acquisition, Mark Allan, Chief Executive
Officer of Landsec, said:
-- "Developing truly world-class mixed-use communities that
inspire and create opportunity is more important than ever. The
combination of Landsec and U+I is compelling and will help us
accelerate our strategy, both by introducing exciting new Urban
development opportunities and by further strengthening Landsec's
front end development capabilities and placemaking skills. Landsec
has tremendous potential and this transaction is an example of our
ability to capitalise on our strengths and create future value for
all of our stakeholders - investors, employees, communities and
partners alike."
Commenting on the Acquisition, Richard Upton, Chief Executive
Officer of U+I, said:
-- "This acquisition represents a compelling opportunity to
bring together two companies with strong and clear complementary
value systems. U+I's core portfolio of large, mixed-use
regeneration schemes can now achieve its full potential with the
capital, experience and market positioning that Landsec can
provide. U+I's purpose to effect valuable social and economic
changes through authentic, inclusive regeneration is an important
proposition for Landsec and the wider industry. This acquisition
demonstrates confidence in our highly skilled and valuable team and
for our many joint venture partners. Our strategy to re-focus on
what we do best has proved to be highly effective in capturing
value for our existing shareholders and providing Landsec with an
opportunity to unlock future value from our regeneration pipeline.
We look forward to a hugely productive and exciting new future with
Landsec."
The above summary should be read in conjunction with, and is
subject to, the full text of this announcement (including its
Appendices). The Acquisition will be subject to the Conditions and
other terms set out in Appendix 1 and to the full terms and
conditions which will be set out in the Scheme Document. Appendix 2
contains bases and sources of certain information contained in this
announcement. Details of irrevocable undertakings and letters of
intent received are set out in Appendix 3. Certain terms used in
this summary and this announcement are defined in Appendix 4.
There will be a virtual briefing for analysts and investors at
8.00 am today by Landsec. Information on how to access the live
webcast can be found at www.landsec.com/acquisition. A recording of
the webcast will be available at the same address by the end of the
day.
Subject to certain restrictions, the recorded briefing and the
accompanying slides will be available to all interested parties at
www.uandiplc.com and www.landsec.com. Your attention is also drawn
to the important information below.
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
Tulchan Communications (PR adviser to Landsec)
Jonathan Sibun +44 20 7353
Sunni Chauhan 4200
Slaughter and May is acting as legal adviser to Landsec in
connection with the Acquisition.
Bryan Cave Leighton Paisner LLP is acting as legal adviser to
U+I in connection with the Acquisition.
The person responsible for arranging the release of this
announcement on behalf of U+I is Chris Barton, Company
Secretary.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of U+I in any
jurisdiction in contravention of applicable law. The Acquisition
will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document), which will 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, or
other response to, the Acquisition should be made only on the basis
of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer
Document).
U+I and Landsec will prepare the Scheme Document to be
distributed to U+I Shareholders. U+I and Landsec urge U+I
Shareholders to read the Scheme Document when it becomes available
because it will contain important information relating to the
Acquisition.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Disclaimers
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. Rothschild & Co has
given, and not withdrawn, its consent to the inclusion of its
advice in this announcement in the form and context in which it is
included.
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.
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.
The release, 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. Further details in
relation to Overseas Shareholders will be contained in the Scheme
Document.
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 from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
The Acquisition will be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange and the
FCA.
Notice to US investors in U+I
US holders of U+I Shares 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 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 United States tender
offer and proxy solicitation rules.
The financial information included in this announcement and the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) has been or will have 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 United States
tender offer and securities laws and regulations. The receipt of
cash pursuant to the Acquisition by a US holder of U+I Shares 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 US holders of U+I Shares 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. US holders of U+I Shares 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 UK, 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.
Forward-looking statements
This announcement (including information incorporated by
reference into 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 nor 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.
Dealing and Opening Position 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 10(th) Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10(th) 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 forecasts, estimates or quantified financial benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this announcement
should 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.
Publication on a 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 first Business Day following the date 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.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, U+I
Shareholders may request a hard copy of this announcement (and any
information incorporated by reference in this announcement), free
of charge, by contacting Link Group during business hours on 0371
664 0300 (from within the United Kingdom) and +44 (0) 371 664 0300
(from outside the United Kingdom) or by submitting a request in
writing to Link Group, 10th Floor, Central Square, 29 Wellington
Street, Leeds, LS1 4DL. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines
will be open between 9.00 am to 5.30 pm, Monday to Friday excluding
public holidays in England and Wales.
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other 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 during the Offer
Period as required under Section 4 of Appendix 4 to the Takeover
Code to comply with Rule 2.11(c) of the Takeover Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
1 November 2021
RECOMMED CASH ACQUISITION
of
U AND I GROUP PLC
by
LS DEVELOPMENT HOLDINGS LIMITED
(a newly formed company indirectly owned by Land Securities
Group PLC)
to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of directors of 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"), are pleased to announce that they have reached
agreement on the terms of a recommended all cash offer by Landsec
Development for the entire issued, and to be issued, ordinary share
capital of U+I (the "Acquisition").
2. The Acquisition
It is intended that the Acquisition will be implemented by way
of a Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act. The purpose of the Scheme is to enable Landsec
Development to acquire the whole of the issued and to be issued
share capital of U+I.
Under the terms of the Acquisition, U+I Shareholders will be
entitled to receive:
149 pence for each U+I Share
The Acquisition values the entire issued and to be issued share
capital of U+I at approximately GBP190 million on a fully diluted
basis, and the price of 149 pence per U+I Share represents a
premium of approximately:
-- 73 per cent. to the Closing Price of 86.0 pence per U+I Share
on 29 October 2021 (being the last Business Day before the
commencement of the Offer Period);
-- 71 per cent. to the volume-weighted average price of 87.2
pence per U+I Share for the one-month period ended 29 October 2021
(being the last Business Day before the commencement of the Offer
Period); and
-- 70 per cent. to the volume-weighted average price of 87.8
pence per U+I Share for the three-month period ended 29 October
2021 (being the last Business Day before the commencement of the
Offer Period).
If, on or after the date of this announcement and before the
Effective Date, any dividend, distribution or other return of
capital or value is announced, declared, made or paid by U+I or
becomes payable by U+I in respect of the U+I Shares, Landsec
Development reserves the right to reduce the consideration payable
under the terms of the Acquisition of the U+I Shares by an amount
up to the amount of such dividend and/or distribution and/or other
return of capital or value, in which case any reference in this
announcement to the consideration payable under the terms of the
Acquisition will be deemed to be a reference to the consideration
as so reduced. Any exercise by Landsec Development of its rights
referred to in this paragraph shall be the subject of an
announcement and, for the avoidance of doubt, shall not be regarded
as constituting any revision or variation of the terms of the
Scheme or the Acquisition. In such circumstances, U+I Shareholders
would be entitled to receive and retain any such dividend and/or
other distribution and/or return of capital or value.
In the event that the Acquisition is to be implemented by way of
a Takeover Offer, the U+I Shares will be acquired pursuant to the
Takeover Offer fully paid and free from all liens, charges,
equitable interests, encumbrances and rights of pre-emption and any
other interests of any nature whatsoever and together with all
rights attaching thereto. Any new U+I Shares issued to Landsec
Development pursuant to the Scheme will be transferred on the same
basis.
The Scheme Document will contain a valuation in respect of U+I's
property portfolio in accordance with Rule 29 of the Takeover
Code.
3. Background to and reasons for the Acquisition
In October 2020, Landsec set out its future growth strategy
focused on three key areas: (i) Central London offices; (ii) major
retail destinations; and (iii) urban opportunities in London and
other major regional cities. The ultimate goal of this strategy is
to accelerate growth through recycling capital into higher return
opportunities and deliver for investors an attractive combination
of income and growth driven returns.
In Central London offices, Landsec develops, owns and manages
offices that offer a variety of propositions to meet the evolving
needs of the occupiers. The Central London offices portfolio offers
a blend of returns: from high quality, low risk income through to
profits from new developments.
In major retail destinations, Landsec actively manages high
quality retail destinations that they believe will remain relevant
to brands and shoppers in an increasingly omni-channel world.
Returns in this segment are predominantly income driven with the
prospects of rental growth and values strengthening in the medium
term.
In urban opportunities, Landsec applies its skillset to deliver
urban mixed-use schemes. The aim is to capitalise on the attractive
blend of income, growth and development-driven returns over
multiple years that multi-phased projects can offer.
In the near term, Landsec's directors expect to increase
portfolio recycling and are prepared to take, in a considered way,
more operational risk to create value and drive returns for
Landsec's shareholders. As Landsec increasingly allocates capital
for growth, it is targeting the delivery of mid-to-high single
digit returns on equity across the Landsec group, split broadly
equally between income and growth.
The Covid-19 pandemic has accelerated the blurring of lines
between where people live, work and socialise. In response to this,
mixed-use developments with a clear sense of place are becoming a
more important part of the fabric of cities. The directors of
Landsec believe it is well positioned with its existing development
and asset management capabilities and balance sheet strength to
create these places and achieve attractive risk-adjusted
returns.
The Acquisition would add core regeneration assets to Landsec's
development pipeline, which Landsec believes it can help realise
through the strength of its balance sheet accelerating the delivery
of Landsec's "Urban opportunities" strategic pillar.
U+I also aligns closely with Landsec's sustainability goals,
including the design and development of new sustainable
communities, working alongside local government, customers,
communities and partners.
U+I provides access to a significant pipeline of mixed-use
development schemes, of which two are well-progressed through
planning (Mayfield, (strategic regeneration framework ("SRF") and
detailed consent for phase 1); and Morden Wharf (resolution to
grant)):
o Mayfield, Manchester. Mayfield is one of the UK's pre-eminent
mixed-use regeneration projects, and works have already commenced
onsite. It is a c. 24 acre site in Manchester City Centre, adjacent
to Manchester Piccadilly railway station, which comprises 2 million
sq. ft. of office, retail and leisure space and 1,500 new homes set
around a 6.5 acre public park. This site is currently owned in a
joint venture with Manchester City Council, Transport for Greater
Manchester and London and Continental Railways (the "Mayfield JV").
U+I has a 50 per cent. share in the Mayfield JV and acts as
development manager for the site. Following the Acquisition,
Landsec expects that it will be able to satisfy the financing
requirements of the Mayfield JV. U+I estimates that the site has a
GBP1.5 billion gross development value, of which approximately 60
per cent. is expected to be the office element, and the site is
expected to complete in calendar year 2032.
o Morden Wharf, Greenwich Peninsula. U+I has a conditional
development agreement with Morden College, a charitable trust with
significant land holdings on the Greenwich Peninsula. U+I has
secured planning consent for 1,500 new homes, 200,000 sq. ft. of
warehouses and 50,000 sq. ft. of retail across this 19 acre site on
the western edge of the Peninsula. U+I estimates that the site has
a gross development value of GBP770 million.
U+I also provides access to a further high quality, office-led
development in London with planning consent:
o Landmark Court, Southwark. Landmark Court is an office-led
development site located within walking distance of London Bridge
station and Borough underground station, with planning permission
for 200,000 sq. ft. of offices, retail and workspace and 36 new
homes. Landmark Court is targeting BREEAM Excellent and WELL
Platinum (building validations/certifications focusing on
sustainability, human health and well-being). The offices are
expected to provide prime space in a location that continues to
mature, with the consented and cleared site offering the potential
to deliver near-term returns. Landmark Court will sit in a joint
venture (which is conditional on receipt of development funding) of
subsidiaries of U+I and Transport for London ("TfL"), held 51:49
respectively (the "Landmark JV"). TfL and Network Rail are
freeholders of the site, with a new 299-year lease now agreed for
development. Following the Acquisition, Landsec expects that it
will be able to satisfy the financing requirements of the Landmark
JV. U+I estimates that the site has a GBP240 million gross
development value and work is expected to commence in 2022 and
complete in calendar year 2025.
Landsec believes that it can accelerate the pace of development
across these sites by combining Landsec's own development
capabilities and the strength of its balance sheet, with U+I's
placemaking skills, which emphasise: (i) unlocking overlooked,
underestimated sites, (ii) community-led neighbourhood planning,
and (iii) purposeful construction of mixed-use neighbourhoods,
infrastructure and public spaces. Landsec believes these
opportunities would enable it to invest a further GBP600-800
million in development capital expenditure in the short to medium
term.
In addition, U+I provides access to a longer dated mixed-use
regeneration scheme, which Landsec's directors believe could
provide additional upside for Landsec, subject to further
assessment:
o Cambridge Northern Fringe East ("CNFE"). CNFE is a venture
with Cambridge City Council and Anglian Water for a potential GBP3
billion "masterplan" on a 120 acre site on the outskirts of
Cambridge, for which U+I currently acts as "masterplanner" and
promoter. U+I's stated plan for CNFE is to create a new district,
including 5,000 new homes and 0.5 million sq. ft. of office and lab
space for life sciences industries.
U+I provides access to one further mixed-use regeneration
scheme:
o 8 Albert Embankment, Lambeth. In partnership with the London
Fire Brigade, U+I was given a mandate for development in 2016,
subject to planning. This scheme offers the potential for 443 new
homes alongside approximately 85,000 sq. ft. of office space. U+I
estimates that the site has a gross development value of GBP500
million. However, in June 2021, the latest planning application was
refused by the Secretary of State. Landsec will evaluate options
for this site.
4. Recommendation
The U+I Directors, who have been so advised by Rothschild &
Co as to the financial terms of the Acquisition, consider the terms
of the Acquisition to be fair and reasonable. In providing its
advice to the U+I Directors, Rothschild & Co has taken into
account the commercial assessments of the U+I Directors. Rothschild
& Co is providing independent financial advice to the U+I
Directors for the purposes of Rule 3 of the Takeover Code.
Accordingly, the U+I Directors intend to recommend unanimously
that U+I Shareholders vote in favour of the Scheme at the Court
Meeting and the Resolution to be proposed at the General Meeting as
the U+I Directors who hold U+I Shares have irrevocably undertaken
to do in respect of their own beneficial holdings of 4,507,614 U+I
Shares in aggregate, representing approximately 3.6 per cent. of
U+I's issued share capital on 29 October 2021 (being the last
Business Day before the date of this announcement).
Further details of these irrevocable undertakings, including the
circumstances in which they cease to be binding, are set out in
Appendix 3.
5. Background to and reasons for the Recommendation
In May 2021, U+I announced the first step of its "Reset, Prove,
Grow" strategy, which followed the 100-day strategic review
undertaken by U+I following the appointment of Richard Upton as CEO
in January 2021. As part of the review, U+I reorganised its
portfolio into three segments: (i) Core Regeneration assets; (ii)
Non-Core Development and Trading assets ("Non-Core"); and (iii)
Investment Portfolio assets, simplifying the business and providing
greater clarity to shareholders on the strategy for each
segment.
In relation to the strategy for the Non-Core portfolio, in the
six months to 30 September 2021, U+I has made good progress with
Non-Core disposals, fully exiting three of its 35 Non-Core projects
with further partial realisations being achieved from a number of
other projects. The U+I Board is confident in U+I's ability to
monetise the majority of the remaining Non-Core projects over the
four-year timescale previously indicated, albeit these disposals
are not without risk and, in some cases, require further capital
spend ahead of monetisation. The U+I Board also recognises that
there is a wide range of total net sale proceeds outcomes, as set
out in May 2021, which is in part dependent on factors beyond U+I's
control.
In relation to the Core Regeneration business, demand for
mixed-use urban environments where people can live, work and
socialise has never been greater, and the U+I Board continues to
believe that U+I is one of only a small number of companies with
the skills, track-record and reputation to successfully deliver
these types of projects. However, the scale of U+I's Core
Regeneration pipeline and ambition, relative to the scale of U+I's
own balance sheet and market capitalisation, means that one of the
core tenets of U+I's regeneration strategy is the introduction of
external capital partners into key projects.
The U+I Board believes that U+I's Core Regeneration model,
married to the right long-term capital, and aligned with the
Government's focus on rebuilding economic growth and 'levelling
up', is more relevant than ever and represents a highly attractive
opportunity to create long term stakeholder value. In considering
the right partner for a project, U+I seeks an appropriate
combination of balance sheet strength and expertise in investing in
long-term regeneration projects. The U+I Directors consider Landsec
a highly credible partner for these projects, given its financial
strength and long track-record of delivering complex projects.
Furthermore, the U+I Directors see this partnership as providing an
opportunity to accelerate the Core Regeneration business plan for
the benefit of all U+I stakeholders.
Landsec's initial proposal was received in September 2021 and
the final Acquisition price followed from a period of negotiations
with U+I.
Against this backdrop, whilst the U+I Board remains confident in
U+I's prospects as a standalone company as it continues to
implement its revised strategy, following careful consideration,
the U+I Board has concluded the Acquisition is in the best
interests of U+I Shareholders. In reaching this conclusion, it has
considered in particular the following:
-- the range of risk-adjusted returns under U+I's revised
strategy, in particular the range of net proceeds likely receivable
from the Non-Core disposals net of U+I's recurring cost base, as
compared with the certainty of the Acquisition price;
-- the likely requirement over time to introduce funding
partners into certain of U+I's Core Regeneration assets, in order
for U+I to monetise its interest in these core projects and create
distributable profits for U+I Shareholders;
-- the complexity and cost of U+I's existing capital structure
and the overall size of its balance sheet and market
capitalisation, relative to the scale and opportunity of its
pipeline;
-- the Acquisition price of 149 pence represents a premium of
approximately 73 per cent. to the Closing Price of 86.0 pence per
U+I share on 29 October 2021 (being the last Business Day before
the commencement of the Offer Period) and 70 per cent. to the
volume-weighted average Closing Price of 87.8 pence per U+I Share
for the three-month period ended 29 October 2021;
-- that the Acquisition provides an opportunity for all U+I
Shareholders to realise their interests in cash; and
-- the impact of the Acquisition on all of U+I's stakeholders
and the importance of U+I's assets to Landsec's future
strategy.
6. Irrevocable undertakings and letters of intent
The U+I Directors who hold U+I Shares have irrevocably
undertaken to vote in favour of the resolutions relating to the
Acquisition at the Meetings (or in the event that the Acquisition
is implemented by a Takeover Offer, to accept such Takeover Offer)
in respect of 4,507,614 U+I Shares in aggregate, representing
approximately 3.6 per cent. of U+I's issued share capital on 29
October 2021 (being the last Business Day before the date of this
announcement).
In addition, Landsec and Landsec Development have received
letters of intent to vote in favour of the resolutions relating to
the Acquisition at the Meetings (or in the event that the
Acquisition is implemented by a Takeover Offer, to accept such
Takeover Offer) from Aberforth Partners LLP, J O Hambro Capital
Management Limited, Jupiter Asset Management Limited and Ennismore
Fund Management Limited, in respect of a total of 39,754,171 U+I
Shares, representing in aggregate approximately 32 per cent. of the
issued ordinary share capital of U+I on 29 October 2021 (being the
last Business Day before the date of this announcement).
In total, therefore, Landsec and Landsec Development have
received irrevocable undertakings or letters of intent, including
those irrevocable undertakings from the U+I Directors who own U+I
Shares, in respect of, in aggregate, 44,261,785 U+I Shares,
representing approximately 35 per cent. of the issued ordinary
share capital of U+I on 29 October 2021 (being the last Business
Day before the date of this announcement).
Further details of these irrevocable undertakings and letters of
intent are set out in Appendix 3 to this announcement.
7. Information relating to U+I
U+I is a property developer and investor focused on complex,
mixed-use regeneration in London, Manchester and Dublin, creating
socially and economically sustainable places where people can live,
work and socialise. Headquartered in London and listed on the
London Stock Exchange's Main Market, U+I employs 70 people across
the United Kingdom. U+I began as Development Securities PLC and
rebranded as U+I in 2015 following the acquisition of Cathedral
Group (Holdings) Limited in 2014.
As a result of U+I's strategic review, announced in May 2021,
U+I's portfolio has been reorganised into three segments: Core
Regeneration assets, Non-Core Development and Trading assets, and
Investment Portfolio assets.
The Core Regeneration assets segment (GBP58 million of gross
asset value as at 31 March 2021, or 22 per cent. of the total U+I
portfolio) comprises five major schemes which are mostly
public-private partnerships to build on publicly-owned land. These
five major schemes have a significant estimated gross development
value of GBP6 billion. These mixed-use regeneration schemes are
expected to deliver sustainable and consistent returns to U+I.
U+I's "master developer" approach provides multiple routes to
monetisation over the course of the project and can include: (i)
land enablement profits from planning and placemaking, (ii) plot
sales to specialists, (iii) development management fees, and (iv)
shares of development profits and promotes. These projects, which
often require no upfront land purchase, are the core of U+I's
business and require expertise like U+I's to be successful.
The Non-Core Development and Trading assets segment (GBP126
million of gross asset value as at 31 March 2021 or 47 per cent. of
the total U+I portfolio) comprised 35 projects (as at 31 March
2021) which were previously described as public-private partnership
/ development or trading projects and which U+I intends to dispose
of within the next four years. As at 31 March 2021, U+I estimated
GBP90-160 million of net cash receipts from these projects from the
disposal programme (net of estimated project spend).
The Investment Portfolio assets segment (GBP85 million of gross
asset value as at 31 March 2021 or 32 per cent. of the total U+I
portfolio) is comprised of 15 income-generating assets (as at 31
March 2021) and is largely made up of commercial, retail, shopping
centre or leisure assets that U+I acquired or developed. U+I
believes the Investment Portfolio provides a potential future
opportunity to recycle capital into core regeneration schemes.
As at 31 March 2021, the total gross asset value across the Core
Regeneration, Non-Core Development and Trading and Investment
Portfolio asset segments was GBP269 million.
For the 12 months ended 31 March 2021, U+I reported total assets
of GBP427.0 million, total revenues of GBP45.8 million and losses
before tax of GBP86.7 million. U+I reported a basic loss of 70.2
pence per U+I Share.
U+I is a public limited company registered in England and Wales.
The U+I Shares are listed on the premium listing segment of the
Official List and are admitted to trading on the London Stock
Exchange's Main Market for listed securities.
8. Information relating to Landsec Development and Landsec
Landsec Development
Landsec Development is a private limited company registered in
England and Wales and incorporated on 20 October 2021. Landsec
Development was formed for the purposes of the Acquisition and is
an entity indirectly wholly-owned by Landsec. Landsec Development
has not traded since its date of incorporation, nor has it entered
into any obligations other than in connection with the
Acquisition.
The current directors of Landsec Development are Elizabeth
Miles, Land Securities Management Services Limited and LS Director
Limited.
Further details in relation to Landsec Development will be
contained in the Scheme Document.
Landsec
Landsec is one of the leading real estate development and
investment companies in the United Kingdom. Founded in 1944 and
headquartered in Victoria, London, Landsec is listed on the London
Stock Exchange where it is a constituent of the FTSE 100 Index.
Landsec has been a Real Estate Investment Trust ("REIT") since the
UK introduced REIT status in 2007.
Landsec operates across four divisions: Central London, Regional
Retail, Subscale sectors and Urban opportunities. The company owns
and manages some of the most successful real estate assets across
the United Kingdom. Its combined portfolio of retail, leisure,
workspace and residential hubs is valued at GBP10.8 billion and
spans 23.5 million sq. ft. (as at 31 March 2021). Landsec aims to
lead the real estate industry in critical long-term issues: from
diversity and community employment, to carbon reduction and climate
resilience.
9. Directors, management, employees, pensions, research and development and locations
Landsec's strategic plans for U+I
Landsec holds the reputation of the U+I management team and
staff in high regard. Landsec believes that the U+I management team
will materially enhance Landsec's placemaking skills and complement
Landsec's existing development capabilities.
Following completion of the Acquisition, Landsec intends to
continue to pursue U+I's existing strategy, utilising Landsec's
existing development capabilities and the strength of its balance
sheet to accelerate U+I's pipeline of near-term development
opportunities.
1. Core regeneration assets
Landsec intends to continue to treat this segment as the core
focus of the U+I business, using Landsec's balance sheet strength
and existing development capabilities to accelerate U+I's two major
mixed-use development schemes which are well-progressed through
planning (Mayfield, Manchester (SRF and detailed consent for phase
1); and Morden Wharf, Greenwich Peninsula (resolution to grant)),
as well as its office-led scheme at Landmark Court, Southwark.
Landsec intends to assess U+I's longer dated mixed-use regeneration
scheme (CNFE) and will evaluate its options in respect of 8 Albert
Embankment. Landsec intends to invest in new mixed-use development
opportunities as and when they arise.
Landsec believes that U+I's placemaking skills are complementary
to Landsec's skills and expertise. Through the combination of
Landsec's own development capabilities and financing capacity with
U+I's front-end development capabilities and placemaking expertise,
Landsec intends to accelerate its own strategic objective of
growing through urban, mixed-use opportunities.
2. Investment portfolio assets
In line with U+I's current strategy, Landsec intends to review
each of these assets and consider recycling capital into core
regeneration assets.
3. Non-core development and trading assets
In line with U+I's current strategy, Landsec intends to trade
out of this portfolio over the next four years.
Employees and management
Landsec attaches great importance to the skill and experience of
the U+I management team and employees and recognises that the
commitment of the employees and management of U+I will be a
critical part of the future success of the combined business.
Landsec intends to support the U+I management team and, save as set
out below, Landsec has no intention to make any change to the
continued employment of the employees and management of the U+I
Group, including any material changes to the terms and conditions
of employment or in the balance of skills and functions of the
management and employees of the U+I Group as a result of the
Acquisition.
Landsec intends to undertake an evaluation of U+I and its
operations as part of the Landsec group, within six months after
U+I ceases to be a listed company. There may be certain corporate
and support functions associated with operating the business under
public ownership which are no longer required or are reduced in
scope, which will potentially (subject to compliance with any
information and consultation obligations) require reduced headcount
in these areas. Landsec has not yet developed proposals as to how
any such headcount reductions could be implemented.
Conditions of employment and existing rights and pensions
Landsec confirms that, following completion of the Acquisition,
the existing contractual and statutory rights and terms and
conditions of employment, including pension rights and obligations,
of the management and employees of the U+I Group will be fully
safeguarded in accordance with applicable law.
U+I operates a defined contribution scheme on behalf of the U+I
Group for U+I Directors and employees. Monthly premiums are
invested in an independent insured fund. Landsec does not intend to
make any changes to the current employer pension contribution
arrangements, the accrual of benefits for existing members or the
rights of admission of new members under the pension scheme.
Headquarters, locations and research and development
Following completion of the Acquisition, U+I will retain its
head office operations at 7A Howick Place, London SW1P IDZ for a
transitional period. Landsec intends to review opportunities to
consolidate U+I's London head office operations with Landsec's own
head office at 100 Victoria Street, London SW1E 5JL. Landsec has no
other plans to undertake any change in the other locations of U+I's
places of business.
In addition, the U+I Group currently has no research and
development function and Landsec has no plans in this regard.
Management incentive arrangements
Following completion of the Acquisition, Landsec intends to
review the management, governance and incentive structure of U+I
and put in place incentivisation arrangements for certain managers
and employees of U+I. The terms of these arrangements are to be
determined at the appropriate time. Landsec has not entered into,
and has not had discussions on proposals to enter into, any form of
incentivisation arrangements with members of the U+I management or
employees, and no such discussions will take place prior to
completion of the Acquisition.
Trading facilities
The U+I Shares are currently listed on the premium listing
segment of the Official List and are admitted to trading on the
London Stock Exchange's Main Market for listed securities. Subject
to the Scheme becoming Effective, applications will be made to the
FCA and the London Stock Exchange to cancel the listing of the U+I
Shares on the Official List and trading on the Main Market,
following which U+I will be re-registered as a private limited
company.
None of the statements in this paragraph 9 constitute or are
intended to become "post-offer undertakings" for the purpose of
Rule 19.5 of the Takeover Code.
10. U+I Share Plans
Participants in the U+I Share Plans will be contacted regarding
the effect of the Acquisition on their options and awards under the
U+I Share Plans and an appropriate proposal will be made to such
participants in due course. Details of the proposal will be set out
in the Scheme Document (or, as the case may be, the Offer Document)
and in separate letters to be sent to participants in the U+I Share
Plans.
11. Financing of the Acquisition
The Cash Consideration payable by Landsec Development under the
terms of the Acquisition will be funded from the Wider Landsec
Group's existing cash resources.
UBS, in its capacity as financial adviser to Landsec, is
satisfied that sufficient resources are available to satisfy in
full the Cash Consideration payable to U+I Shareholders under the
terms of the Acquisition.
12. Offer-related arrangements
Confidentiality Agreement
On 4 October 2021, Landsec and U+I entered into a
confidentiality agreement in relation to the Acquisition (the
"Confidentiality Agreement"), pursuant to which, amongst other
things, Landsec gave certain undertakings to: (a) subject to
certain exceptions, keep information relating to U+I and the
Acquisition confidential and not to disclose it to third parties;
and (b) use such confidential information only in connection with
the Acquisition. These confidentiality obligations will remain in
force until the earlier of 4 October 2023 and completion of the
Acquisition by Landsec Development.
In the Confidentiality Agreement, Landsec also gives customary
standstill undertakings in relation to itself and its concert
parties, all of which cease to apply upon the release of this
announcement.
Co-operation Agreement
Pursuant to a co-operation agreement (the "Co-operation
Agreement") between Landsec Development, U+I and Landsec: (i)
Landsec and Landsec Development have agreed to provide U+I with
certain information for the purposes of the Scheme Document and to
otherwise assist with the preparation of the Scheme Document; (ii)
the parties have agreed to certain provisions if the Scheme should
switch to a Takeover Offer; and (iii) the parties have agreed
certain arrangements with respect to the U+I Share Plans and other
employee-related matters.
The Co-operation Agreement shall terminate, inter alia: (i) by
notice from Landsec Development or U+I, if the Acquisition is
withdrawn or lapses in accordance with its terms; (ii) by notice
from Landsec Development or U+I, if prior to the Long Stop Date any
Condition has been invoked by Landsec Development (where permitted
by the Panel); (iii) at Landsec Development's election if the U+I
Directors withdraw or adversely modify or qualify their
recommendation of the Acquisition or announce that they intend to
support a third party's offer or fail to reconfirm their
recommendation of the Acquisition following publication of a
competing proposal by a third party; (iv) at Landsec Development's
election if U+I announces a delay to the dates of the Court Meeting
or the General Meeting without Landsec Development's consent (other
than for logistical or practical reasons which were not caused by
U+I); or (v) by notice from Landsec Development or U+I, if the
Scheme does not become effective in accordance with its terms by
the Long Stop Date.
13. Scheme process
It is intended that the Acquisition will be effected by a
Court-sanctioned scheme of arrangement between U+I and the Scheme
Shareholders under Part 26 of the Companies Act. Landsec
Development reserves the right to effect the Acquisition by way of
a Takeover Offer, subject to the consent of the Panel and the terms
of the Co-operation Agreement.
The purpose of the Scheme is to provide for Landsec Development
to become owner of the whole of the issued and to be issued share
capital of U+I. Under the Scheme, the Acquisition is to be achieved
by the transfer of the Scheme Shares held by Scheme Shareholders to
Landsec Development in consideration for which Scheme Shareholders
will receive the Cash Consideration on the basis set out in
paragraph 2 above. The procedure involves, among other things, a
petition by U+I to the Court to sanction the Scheme.
The Acquisition will be subject to the Conditions and the
further terms referred to in Appendix 1 and the full terms and
conditions to be set out in the Scheme Document and will only
become Effective if, among other things, the following events occur
on or before the Long Stop Date (or such later date as Landsec
Development and U+I may, with the consent of the Panel, agree and,
if required, the Court may allow):
-- a resolution to approve the Scheme is passed by a majority in
number of the Scheme Shareholders present and voting (and entitled
to vote) at the Court Meeting, either in person or by proxy,
representing 75 per cent. or more in value of each class of the
Scheme Shares held by those Scheme Shareholders;
-- the Resolution is passed at the General Meeting by U+I
Shareholders representing at least 75 per cent. of the votes
validly cast on the Resolution, whether in person or by proxy;
-- following the Meetings, the Scheme is sanctioned by the Court
(without modification, or with modification on terms agreed by
Landsec Development and U+I); and
-- following such sanction, an office copy of the Scheme Court
Order is delivered to the Registrar of Companies.
Upon the Scheme becoming Effective: (i) it will be binding on
all Scheme Shareholders, irrespective of whether or not they
attended or voted at the Meetings (and if they attended and voted,
whether or not they voted in favour); and (ii) share certificates
in respect of U+I Shares will cease to be valid and entitlements to
U+I Shares held within the CREST system will be cancelled. 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.
Any U+I Shares issued before the Scheme Record Time will be
subject to the terms of the Scheme. The Resolution to be proposed
at the General Meeting will, amongst other matters, provide that
the Articles be amended to incorporate provisions requiring any U+I
Shares issued after the Scheme Record Time (other than to Landsec
Development and/or its nominees) to be automatically transferred to
Landsec Development on the same terms as the Acquisition (other
than terms as to timings and formalities). The provisions of the
Articles (as amended) will avoid any person (other than Landsec
Development and its nominees) holding U+I Shares after the
Effective Date.
If the Scheme does not become Effective on or before the Long
Stop Date, it will lapse and the Acquisition will not proceed
(unless the Panel otherwise consents).
The Scheme Document will include full details of the Scheme,
together with notices of the Court Meeting and the General Meeting
and the expected timetable, and will specify the action to be taken
by Scheme Shareholders. It is expected that the Scheme Document,
together with the Forms of Proxy, will be published as soon as
practicable and in any event within 28 days of the date of this
announcement (unless the Panel agrees otherwise).
Subject, amongst other things, to the satisfaction or waiver of
the Conditions, it is expected that the Scheme will become
Effective in December 2021 or early 2022. The Scheme will be
governed by English law. The Scheme will be subject to the
applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange and the FCA.
14. Dividends
If, on or after the date of this announcement and before the
Effective Date, any dividend, distribution or other return of
capital or value is announced, declared, made or paid by U+I or
becomes payable by U+I in respect of the U+I Shares, Landsec
Development reserves the right to reduce the consideration payable
under the terms of the Acquisition of the U+I Shares by an amount
up to the amount of such dividend and/or distribution and/or other
return of capital or value, in which case any reference in this
announcement to the consideration payable under the terms of the
Acquisition will be deemed to be a reference to the consideration
as so reduced. In such circumstances, U+I Shareholders would be
entitled to receive and retain any such dividend and/or other
distribution and/or return of capital or value.
15. Disclosure of interests in U+I
Except for the irrevocable undertakings referred to in paragraph
6 above, as at the close of business on 29 October 2021 (being the
last Business Day before the date of this announcement), neither
Landsec Development, Landsec, nor any of their respective
directors, nor, so far as Landsec Development or Landsec is aware,
any person acting in concert (within the meaning of the Takeover
Code) with Landsec Development or Landsec:
-- has any interest in, or right to subscribe for, any relevant securities of U+I; nor
-- has any short position in U+I Shares, including any short
position under a derivative, any agreement to sell, any delivery
obligation or right to require another person to purchase or take
delivery of relevant securities of U+I; nor
-- has borrowed or lent any relevant securities of U+I or
entered into any financial collateral arrangements relating to
relevant securities of U+I; nor
-- is party to any dealing arrangement of the kind referred to
in Note 11 on the definition of acting in concert in the Takeover
Code in relation to relevant securities of U+I.
An "interest in" securities for these purposes arises, in
summary, when a person has long economic exposure, whether absolute
or conditional, to changes in the price of securities (and a person
who only has a short position in securities is not treated as
interested in those securities). In particular, a person will be
treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to
securities.
It has not been practicable for Landsec Development or Landsec
to make enquiries of all of its concert parties in advance of the
release of this announcement. Therefore, if Landsec Development
and/or Landsec become aware, following the making of such
enquiries, that any of Landsec Development or Landsec's concert
parties have any additional interests in relevant securities of
U+I, all relevant details in respect of Landsec Development and
Landsec's concert parties will be included in Landsec Development's
Opening Position Disclosure in accordance with the Takeover
Code.
16. Delisting, cancellation of trading and re-registration
It is expected that the last day of dealings in U+I Shares on
the London Stock Exchange's Main Market for listed securities will
be the Business Day immediately prior to the Effective Date and no
transfers will be registered after 6.00 pm (London time) on that
date.
Subject to the Scheme becoming effective, U+I will make an
application to the London Stock Exchange for the cancellation of
the admission to trading of the U+I Shares on the London Stock
Exchange's Main Market for listed securities and an application to
the FCA for the cancellation of the listing of the U+I Shares on
the Official List, in each case, to take effect on or shortly after
the Effective Date.
Following the Scheme becoming Effective and after the delisting
and cancellation of admission to trading of the U+I Shares, it is
intended that U+I be re-registered as a private limited company as
soon as practicable following the Effective Date.
17. Consents
Rothschild & Co and UBS have each given and not withdrawn
their consent to the publication of this announcement with the
inclusion herein of the references to their names in the form and
context in which they appear.
18. Documents available for inspection
Copies of the following documents will be published, by no later
than 12 noon (London time) on the first Business Day following the
date of this announcement, on U+I's website at www.uandiplc.com and
Landsec's website at www.landsec.com until the Effective Date:
-- this announcement;
-- the irrevocable undertakings and letters of intent referred
to in paragraph 6 above and summarised in Appendix 3;
-- the Confidentiality Agreement referred to in paragraph 12 above;
-- the Co-operation Agreement referred to in paragraph 12 above; and
-- the consent letters from each of Rothschild & Co and UBS referred to in paragraph 17 above.
The contents of U+I's website and Landsec's website are not
incorporated into and do not form part of this announcement.
19. Overseas Shareholders
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.
U+I Shareholders who are in any doubt regarding such matters should
consult an appropriate independent professional adviser in the
relevant jurisdiction without delay.
20. General
Landsec Development reserves the right to elect (with the
consent of the Panel and subject to the terms of the Co-operation
Agreement) to implement the Acquisition by way of a Takeover Offer
as an alternative to the Scheme. In such event, the Takeover Offer
will be implemented on substantially the same terms (subject to
appropriate amendments), so far as applicable, as those which would
apply to the Scheme.
The Acquisition will be on the terms and subject to the
Conditions set out in Appendix 1, and to the full terms and
conditions to be set out in the Scheme Document. The formal Scheme
Document containing further information about the Acquisition and
notices of the Meetings, together with the Forms of Proxy, will be
sent to U+I Shareholders as soon as practicable and in any event
within 28 days of this announcement (or on such later date as may
be agreed between Landsec Development and U+I with the consent of
the Panel).
Appendix 2 contains bases and sources of certain information
contained in this announcement. Details of irrevocable undertakings
and letters of intent received are set out in Appendix 3. Certain
terms used in this announcement are defined in Appendix 4.
This announcement does not constitute an offer for sale of any
securities or an invitation to purchase or subscribe for any
securities. U+I Shareholders are advised to read carefully the
Scheme Document and related Forms of Proxy once these have been
dispatched.
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
Tulchan Communications (PR adviser to Landsec)
Jonathan Sibun +44 20 7353
Sunni Chauhan 4200
Slaughter and May is acting as legal adviser to Landsec in
connection with the Acquisition.
Bryan Cave Leighton Paisner LLP is acting as legal adviser to
U+I in connection with the Acquisition.
The person responsible for arranging the release of this
announcement on behalf of U+I is Chris Barton, Company
Secretary.
Further information
This announcement is for information purposes only and is not
intended to and does not constitute, or form part of an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise, nor shall
there be any sale, issuance or transfer of securities of U+I in any
jurisdiction in contravention of applicable law. The Acquisition
will be implemented solely pursuant to the terms of the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document), which will 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, or
other response to, the Acquisition should be made only on the basis
of the information contained in the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer
Document).
U+I and Landsec will prepare the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer
Document) to be distributed to U+I Shareholders. U+I and Landsec
urge U+I Shareholders to read the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the Offer
Document) when it becomes available because it will contain
important information relating to the Acquisition.
This announcement does not constitute a prospectus, prospectus
equivalent document or an exempted document.
Disclaimers
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. Rothschild & Co has
given, and not withdrawn, its consent to the inclusion of its
advice in this announcement in the form and context in which it is
included.
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.
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.
The release, 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. Further details in
relation to Overseas Shareholders will be contained in the Scheme
Document.
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 from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute
a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in or into or
from any Restricted Jurisdiction and persons receiving such
documents (including custodians, nominees and trustees) must not
mail or otherwise forward, distribute or send them in or into or
from any Restricted Jurisdiction. Doing so may render invalid any
related purported vote in respect of the Acquisition. If the
Acquisition is implemented by way of a Takeover Offer (unless
otherwise permitted by applicable law and regulation), the Takeover
Offer may not be made directly or indirectly, in or into, or by the
use of mails or any means or instrumentality (including, but not
limited to, facsimile, e-mail or other electronic transmission,
telex or telephone) of interstate or foreign commerce of, or of any
facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable
of acceptance by any such use, means, instrumentality or
facilities.
The Acquisition will be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange and the
FCA.
Notice to US investors in U+I
US holders of U+I Shares 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 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 United States tender
offer and proxy solicitation rules.
The financial information included in this announcement and the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the Offer Document) has been or will have 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 United States
tender offer and securities laws and regulations. The receipt of
cash pursuant to the Acquisition by a US holder of U+I Shares 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 US holders of U+I Shares 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. US holders of U+I Shares 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 UK, 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.
Forward-looking statements
This announcement (including information incorporated by
reference into 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 nor 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.
Dealing and Opening Position 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 10(th) Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10(th) 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 forecasts, estimates or quantified financial benefits
statements
No statement in this announcement is intended as a profit
forecast, profit estimate or quantified financial benefits
statement for any period and no statement in this announcement
should 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.
Publication on a 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 first Business Day following the date 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.
Requesting hard copy documents
In accordance with Rule 30.3 of the Takeover Code, U+I
Shareholders may request a hard copy of this announcement (and any
information incorporated by reference in this announcement), free
of charge, by contacting Link Group during business hours on 0371
664 0300 (from within the United Kingdom) and +44 (0) 371 664 0300
(from outside the United Kingdom) or by submitting a request in
writing to Link Group, 10th Floor, Central Square, 29 Wellington
Street, Leeds, LS1 4DL. Calls are charged at the standard
geographic rate and will vary by provider. Calls outside the United
Kingdom will be charged at the applicable international rate. Lines
will be open between 9.00 am to 5.30 pm, Monday to Friday excluding
public holidays in England and Wales.
For persons who receive a copy of this announcement in
electronic form or via a website notification, a hard copy of this
announcement will not be sent unless so requested. Such persons may
also request that all future documents, announcements and
information to be sent to them in relation to the Acquisition
should be in hard copy form.
Electronic communications
Please be aware that addresses, electronic addresses and certain
other 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 during the Offer
Period as required under Section 4 of Appendix 4 to the Takeover
Code to comply with Rule 2.11(c) of the Takeover Code.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
APPIX 1
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION
PART A: CONDITIONS TO THE SCHEME AND THE ACQUISITION
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than the Long Stop Date.
Scheme approval
2. The Scheme will be conditional upon:
(A) (i) its approval by a majority in number representing not
less than 75 per cent. in value of Scheme Shareholders who are on
the register of members of U+I (or the relevant class or classes
thereof) at the Voting Record Time, present and voting (and
entitled to vote), whether in person or by proxy, at the Court
Meeting and at any separate class meeting which may be required (or
any adjournment thereof); and (ii) such Court Meeting (and any
separate class meeting which may be required) being held on or
before the 22(nd) day after the expected date of the Court Meeting
to be set out in the Scheme Document in due course (or such later
date as may be agreed between Landsec Development and U+I with the
consent of the Panel (and that the Court may allow if
required));
(B) (i) the Resolution being duly passed at the General Meeting
(or any adjournment thereof); and (ii) such General Meeting being
held on or before the 22(nd) day after the expected date of the
General Meeting to be set out in the Scheme Document in due course
(or such later date as may be agreed between Landsec Development
and U+I with the consent of the Panel (and that the Court may allow
if required)); and
(C) (i) the sanction of the Scheme by the Court (with or without
modification (but subject to any such modification being acceptable
to Landsec Development and U+I)) and the delivery of the office
copy of the Scheme Court Order to the Registrar of Companies; and
(ii) the Scheme Court Hearing being held on or before the 22(nd)
day after the expected date of the Scheme Court Hearing to be set
out in the Scheme Document in due course (or such later date as may
be agreed between Landsec Development and U+I with the consent of
the Panel (and that the Court may allow)).
General Third Party and regulatory conditions
3. In addition, subject as stated in Part B below and to the
requirements of the Panel, Landsec Development and U+I have agreed
that the Acquisition will be conditional upon the following
Conditions and, accordingly, the necessary actions to make the
Scheme Effective will not be taken unless the following Conditions
(as amended if appropriate) have been satisfied or, where relevant,
waived:
(A) all necessary filings or applications having been made, all
necessary waiting and other time periods (including any extensions
of such waiting and other time periods) under any applicable
legislation or regulation of any relevant jurisdiction having
expired, lapsed or been terminated (as appropriate) and all
statutory or regulatory obligations in any relevant jurisdiction
having been complied with, in each case in connection with the
Acquisition or the acquisition by any member of the Wider Landsec
Group of any shares or other securities in, or control of, any
member of the Wider U+I Group, where the direct consequence of a
failure to make such a notification or filing or to wait for the
expiry, lapse, or termination of any such waiting or time period
would be unlawful in any relevant jurisdiction;
(B) no relevant government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association, institution,
any entity owned or controlled by any relevant government or state,
or any other body or person whatsoever in any jurisdiction (each a
"Third Party") having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference (and, in each case, not having
withdrawn the same), or having enacted, made or proposed any
statute, regulation, decision or order, or change to published
practice or having taken any other steps, and there not continuing
to be outstanding any statute, regulation, decision or order, which
in each case would reasonably be expected to:
(i) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture
by any member of the Wider Landsec Group or any member of the Wider
U+I Group of all or a material part of their respective businesses,
assets or property or impose any material limitation on the ability
of any of them to conduct their respective businesses (or any of
them) or to own any of their respective assets or properties or any
part thereof;
(ii) require, prevent or materially delay the divestiture by any
member of the Wider Landsec Group of any shares or other securities
in U+I;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Landsec Group
directly or indirectly to acquire or to hold or to exercise
effectively any rights of ownership in respect of shares or any
other securities in, or to exercise voting or management control
over, any member of the Wider U+I Group or the Wider Landsec
Group;
(iv) make the Scheme or the Acquisition or, in each case, its
implementation or the acquisition or proposed acquisition by
Landsec Development or any member of the Wider Landsec Group of any
shares or other securities in, or control of U+I void, illegal,
and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit,
materially delay or impose additional conditions or obligations
with respect thereto;
(v) except pursuant to the implementation of the Acquisition or,
if applicable, sections 974 to 991 of the Companies Act, require
any member of the Wider Landsec Group or the Wider U+I Group to
offer to acquire any shares or other securities (or the equivalent)
or interest in any member of the Wider U+I Group or the Wider
Landsec Group owned by any third party;
(vi) impose any limitation on the ability of any member of the
Wider U+I Group to co-ordinate its business, or any part of it,
with the businesses of any other members of the Wider U+I Group
which is adverse to and material in the context of the Wider U+I
Group taken as a whole or in the context of the Acquisition; or
(vii) otherwise adversely affect the business, assets, profits
or prospects of any member of the Wider Landsec Group or of any
member of the Wider U+I Group to an extent which is material in the
context of the Wider Landsec Group or the Wider U+I Group in either
case taken as a whole;
General other conditions
Certain matters arising as a result of any arrangement,
agreement etc.
(C) save as Disclosed, there being no provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider U+I Group is a party or by or to
which any such member or any of its assets may be bound, entitled
or subject, or any circumstance which in consequence of the
Acquisition or the acquisition or proposed acquisition by any
member of the Wider Landsec Group of any shares or other securities
(or equivalent) in U+I or because of a change in the control of
U+I, would, or would reasonably be expected to, result in any of
the following (in any case to an extent which is or would
reasonably be expected to be material and adverse in the context of
the Wider U+I Group taken as a whole):
(i) any monies borrowed by or any other indebtedness or
liabilities (actual or contingent) of, or grant available to any
member of the Wider U+I Group, being or becoming repayable or
capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability
of any such member to borrow moneys or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being
withdrawn or inhibited;
(ii) any asset or interest of any member of the Wider U+I Group
being or falling to be disposed of or charged or ceasing to be
available to any such member or any right arising under which any
such asset or interest could be required to be disposed of or
charged or could cease to be available to any member of the Wider
U+I Group otherwise than in the ordinary course of business;
(iii) other than in the ordinary course of business, the
creation or enforcement of any mortgage, charge or other security
interest over the whole or any part of the business, property,
assets or interest of any member of the Wider U+I Group;
(iv) the rights, liabilities, obligations or interests of any
member of the Wider U+I Group, or the business of any such member
with, any person, firm, company or body (or any arrangement or
arrangements relating to any such interest or business) being
terminated, adversely modified or affected;
(v) the value or financial or trading position or prospects of
any member of the Wider U+I Group being prejudiced or adversely
affected; or
(vi) the creation or acceleration of any material liability,
actual or contingent, by any member of the Wider U+I Group other
than trade creditors or other liabilities incurred in the ordinary
course of business or in connection with the Acquisition,
and, save as Disclosed, no event having occurred which, under
any provision of any agreement, arrangement, licence, permit or
other instrument to which any member of the Wider U+I Group is a
party or by or to which any such member or any of its assets may be
bound, entitled or subject, would reasonably be expected to result
in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (vi) above, in each case to the extent
material in the context of the Wider U+I Group taken as a
whole;
Certain events occurring since 31 March 2021
(D) save as Disclosed, no member of the Wider U+I Group having, since 31 March 2021:
(i) save as between U+I and wholly-owned subsidiaries of U+I
and/or for U+I Shares issued under or pursuant to the exercise of
options and vesting of awards granted under the U+I Share Plans,
issued or agreed to issue, authorised or proposed the issue of
additional shares of any class;
(ii) save as between U+I and wholly-owned subsidiaries of U+I
and/or for the grant of options and awards and other rights under
the U+I Share Plans, issued or agreed to issue, authorised or
proposed the issue of securities convertible into shares of any
class or rights, warrants or options to subscribe for, or acquire,
any such shares or convertible securities;
(iii) other than to another member of the U+I Group, prior to
the Acquisition becoming Effective, recommended, declared, paid or
made any dividend or other distribution payable in cash or
otherwise or made any bonus issue;
(iv) save for intra-U+I Group transactions and transactions in
the ordinary course of business, merged or demerged with any body
corporate or acquired or disposed of or transferred, mortgaged or
charged or created any security interest over any assets or any
right, title or interest in any asset (including shares and trade
investments) or authorised or announced any intention to effect any
merger, demerger, disposal, transfer, mortgage, charge or security
interest, in each case, other than in the ordinary course of
business and, in each case, to the extent which is material in the
context of the Wider U+I Group taken as a whole;
(v) save for intra-U+I Group transactions, made or authorised or
proposed or announced an intention to propose any change in its
loan capital in each case, to the extent which is material in the
context of the Wider U+I Group taken as a whole;
(vi) save in the ordinary course of business, issued, authorised
or announced its intention for the issue of, or made any change in
or to, any debentures or (save for intra-U+I Group transactions),
incurred or increased any indebtedness or become subject to any
contingent liability to an extent which is material in the context
of the Wider U+I Group taken as a whole;
(vii) purchased, redeemed or repaid or announced its intention
to purchase, redeem or repay any of its own shares or other
securities or reduced or, save in respect to the matters mentioned
in sub-paragraphs (i) or (ii) above, made any other change to any
part of its share capital in each case, to the extent which is
material in the context of the Wider U+I Group taken as a
whole;
(viii) save for intra-U+I Group transactions, implemented, or
authorised, or announced its intention to implement, any
reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of
business which in any case is material in the context of the Wider
U+I Group taken as a whole;
(ix) entered into, varied or authorised any material agreement,
transaction, arrangement or commitment (whether in respect of
capital expenditure or otherwise) which:
(a) is of a long term, onerous or unusual nature or magnitude or
which is reasonably likely to involve an obligation of such nature
or magnitude (save in the ordinary course of business); or
(b) would or would reasonably be likely to materially restrict
the business of any member of the Wider U+I Group other than to a
nature and extent which is normal in the context of the business
concerned,
and, in either case, which is or would reasonably be expected to
be material and adverse in the context of the Wider U+I Group taken
as a whole;
(x) (other than in respect of a member which is dormant and was
solvent at the relevant time) taken any corporate action or steps
or had any legal proceedings started or threatened against it in
relation to the suspension of payments, a moratorium of any
indebtedness, or petition presented or order made for its
winding-up, dissolution or reorganisation or for the appointment of
a receiver, administrative receiver, administrator, trustee or
similar officer of all or any part of its assets or revenues or any
analogous proceedings in any jurisdiction or appointed any
analogous person in any jurisdiction or had any such person
appointed which in any case is material in the context of the Wider
U+I Group taken as a whole;
(xi) other than claims between U+I and its wholly-owned
subsidiaries or between such wholly-owned subsidiaries, waived or
compromised any claim otherwise than in the ordinary course of
business which is material in the context of the Wider U+I Group
taken as a whole;
(xii) made any alteration to its memorandum or articles of
association or other incorporation documents (other than in
connection with the Scheme) which is material in the context of the
Acquisition;
(xiii) save as Disclosed, been unable, or admitted in writing
that it is unable, to pay its debts or commenced negotiations with
one or more of its creditors with a view to rescheduling or
restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts
generally or ceased or threatened to cease carrying on all or a
substantial part of its business to an extent which is material in
the context of the Wider U+I Group taken as a whole;
(xiv) otherwise than in the ordinary course of business, entered
into any contract, commitment, arrangement or agreement or passed
any resolution or made any offer (which remains open for
acceptance) with respect to, or announced any intention to, effect
any of the transactions, matters or events referred to in this
paragraph 3 (D) which is material in the context of the Wider U+I
Group taken as a whole;
(xv) (except in relation to changes made or agreed as a result
of, or arising from, applicable law or changes to applicable law)
made or agreed or consented to:
(a) any change to:
(1) the terms of the trust deeds constituting the pension
scheme(s) established by any member of the U+I Group for its
directors, employees or their dependents, including the U+I Pension
Schemes;
(2) the contributions payable to any such scheme(s) or to the
benefits which accrue or to the pensions which are payable
thereunder;
(3) the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or
determined; or
(4) the basis upon which the liabilities (including pensions) of
such pension schemes are funded, valued or made; or
(b) any non-ordinary course change to the trustees including the
appointment of a trust corporation,
in each case, to the extent which is material in the context of
the Wider U+I Group taken as a whole;
(xvi) save as agreed by the Panel (if required) and by Landsec
Development, proposed, agreed to provide or modified the terms of
any of the U+I Share Plans or other benefit relating to the
employment or termination of employment of a material category of
persons employed by the Wider U+I Group or which constitutes a
material change to the terms or conditions of employment of any
senior executive of the Wider U+I Group, or entered into or changed
the terms of or made any offer (which remains open for acceptance)
to enter into or change the terms of any contract with any director
or senior executive, in each case, in a manner which is material in
the context of the Wider U+I Group taken as a whole;
(xvii) taken any action which requires, or would require, the
consent of the Panel or the approval of U+I Shareholders in general
meeting in accordance with, or as contemplated by, Rule 21.1 of the
Takeover Code;
No adverse change, litigation or regulatory enquiry
(E) save as Disclosed, since 31 March 2021:
(i) no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or
operational performance of any member of the Wider U+I Group which,
in any such case, is material and adverse in the context of the
Wider U+I Group taken as a whole;
(ii) (other than as a result of, or in connection with, the
Acquisition) no litigation, arbitration proceedings, prosecution or
other legal proceedings to which any member of the Wider U+I Group
is or may become a party (whether as a plaintiff, defendant or
otherwise) and no enquiry or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider U+I Group having been instituted, announced,
implemented or threatened in writing by or against or remaining
outstanding in respect of any member of the Wider U+I Group which
in any such case has had or would reasonably be expected to have a
material adverse effect on the Wider U+I Group taken as a
whole;
(iii) no contingent or other liability of any member of the
Wider U+I Group having arisen or become apparent or increased other
than in the ordinary course of business, which has had or might
reasonably be expected to have an adverse effect on the Wider U+I
Group taken as a whole and is material to the Wider U+I Group taken
as a whole;
(iv) no member of the Wider U+I Group having conducted its
business in breach of any applicable laws and regulations and which
in any case is material in the context of the Wider U+I Group taken
as a whole; and
(v) no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any
licence or permit held by any member of the Wider U+I Group which
is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which
would reasonably be expected to have a material adverse effect on
the Wider U+I Group taken as a whole;
No discovery of certain matters
(F) save as Disclosed, Landsec not having discovered that:
(i) any financial, business or other information concerning the
Wider U+I Group as contained in the information publicly disclosed
at any time by or on behalf of any member of the Wider U+I Group is
materially misleading, contains a material misrepresentation of
fact or omits to state a fact necessary to make that information
not misleading and which was not subsequently corrected before the
date of this announcement by disclosure either publicly or
otherwise to Landsec or its professional advisers, in each case, to
the extent which is material in the context of the Wider U+I Group
taken as a whole;
(ii) any member of the Wider U+I Group is subject to any
liability (contingent or otherwise), other than in the ordinary
course of business, which, in any case, is material in the context
of the Wider U+I Group taken as a whole; or
(iii) any past or present member of the Wider U+I Group has
failed to comply with any and/or all applicable legislation or
regulation, of any jurisdiction with regard to the use, treatment,
handling, storage, carriage, disposal, spillage, release,
discharge, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment or harm human health
or animal health or otherwise relating to environmental matters or
the health and safety of humans, or that there has otherwise been
any such use, treatment, handling, storage, carriage, disposal,
spillage, release, discharge, leak or emission (whether or not the
same constituted a non-compliance by any person with any such
legislation or regulations, and wherever the same may have taken
place) which non-compliance would be likely to give rise to any
material liability (actual or contingent) or cost on the part of
any member of the Wider U+I Group and which is material in the
context of the Wider U+I Group taken as a whole;
(iv) there is any material liability (actual or contingent) to
make good, repair, reinstate or clean up any property now or
previously owned, occupied or made use of by any past or present
member of the Wider U+I Group under any environmental legislation,
regulation, notice, circular or order of any government,
governmental, quasi-governmental, state or local government,
supranational, statutory or other regulatory body, agency, court,
association or body in any jurisdiction, which in any case is
material in the context of the Wider U+I Group taken as a
whole;
Anti-corruption, economic sanctions, criminal property and money
laundering
(G) save as Disclosed, Landsec not having discovered that:
(i) any:
(a) past or present member, director, officer or employee of the
Wider U+I Group is or has at any time, in connection with their
position in the Wider U+I Group, engaged in any activity, practice
or conduct which would constitute an offence under the Bribery Act
2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery legislation; or
(b) any person that performs or has performed services for or on
behalf of the Wider U+I Group is or has at any time engaged in any
activity, practice or conduct in connection with the performance of
such services which would constitute an offence under the Bribery
Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other
applicable anti-corruption or anti-bribery legislation; or
(ii) any asset of any member of the Wider U+I Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that definition);
or
(iii) any past or present member, director, officer or employee
of the Wider U+I Group, or any other person for whom any such
person may be liable or responsible, is or has engaged in any
business with, made any investments in, made any funds or assets
available to or received any funds or assets from:
(a) any government, entity or individual in respect of which US,
UK or European Union persons, or persons operating in those
territories, are prohibited from engaging in activities or doing
business, or from receiving or making available funds or economic
resources, by US, UK or European Union laws or regulations,
including the economic sanctions administered by the United States
Office of Foreign Assets Control, or Her Majesty's Revenue and
Customs; or
(b) any government, entity or individual targeted by any of the
economic sanctions of the United Nations or the European Union or
any of their respective member states,
which in each case, would cause any member of the Wider U+I
Group to be in breach of any economic sanctions law applicable to
the Wider U+I Group; or
(iv) any member of the Wider U+I Group is or has been engaged in
any transaction which would cause the Wider U+I Group to be in
breach of any law or regulation prior to completion of the
Acquisition, including but not limited to the economic sanctions of
the United States Office of Foreign Assets Control, or Her
Majesty's Revenue and Customs, or any other relevant government
authority which in any case is material in the context of the Wider
U+I Group taken as a whole.
PART B: FURTHER TERMS OF THE ACQUISITION
1. Conditions 2(A) (i), 2(B) (i) and 3 (A) to (G) (inclusive)
must be fulfilled, be determined by Landsec Development to be or
remain satisfied or (if capable of waiver) be waived prior to the
commencement of the Scheme Court Hearing, failing which the Scheme
will lapse.
2. Notwithstanding the paragraph above and subject to the
requirements of the Panel and the Takeover Code, Landsec
Development reserves the right in its sole discretion to waive:
(A) the deadline set out in paragraph 1 of Part A of this
Appendix 1, and any of the deadlines set out in paragraph 2 of Part
A of this Appendix 1 for the timing of the Court Meeting, General
Meeting and the Scheme Court Hearing. If any such deadline is not
met, Landsec Development shall make an announcement by 8.00 am on
the Business Day following such deadline confirming whether it has
invoked or waived the relevant Condition or agreed with U+I to
extend the deadline in relation to the relevant Condition; and
(B) in whole or in part, all or any of the Conditions set out in
paragraphs 3(A) to 3 (G) (inclusive) of Part A of this Appendix
1.
3. Landsec Development shall be under no obligation to waive or
treat as satisfied any of the Conditions set out in paragraphs 3
(A) to 3 (G) (inclusive) of Part A of this Appendix 1 that it is
entitled (with the consent of the Panel and subject to the
requirements of the Takeover Code) to invoke, by a date earlier
than the latest date specified above for the fulfilment or waiver
thereof, notwithstanding that the other Conditions may at such
earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
4. Under Rule 13.5(a) of the Takeover Code and subject to
paragraph 5 , Landsec Development may only invoke a Condition so as
to cause the Acquisition not to proceed, to lapse or to be
withdrawn with the consent of the Panel. The Panel will normally
only give its consent if the circumstances which give rise to the
right to invoke the Condition are of material significance to
Landsec Development in the context of the Acquisition. This will be
judged by reference to the facts of each case at the time that the
relevant circumstances arise. The Conditions set out in paragraphs
2(A) (i) 2(B) (i) and 2(C) (i) of Part A of this Appendix 1 and, if
applicable, any acceptance condition if the Acquisition is
implemented by means of a Takeover Offer, are not subject to Rule
13.5(a) of the Takeover Code.
5. Any Condition that is subject to Rule 13.5(a) of the Takeover
Code may be waived by Landsec Development.
6. If Landsec Development is required by the Panel to make an
offer for U+I Shares under the provisions of Rule 9 of the Takeover
Code, Landsec Development may make such alterations to any of the
above Conditions and the terms of the Acquisition as are necessary
to comply with the provisions of Rule 9.
7. Landsec Development reserves the right to elect to implement
the Acquisition by way of a Takeover Offer as an alternative to the
Scheme (subject to the Panel's consent and the terms of the
Co-operation Agreement). In such event, the Acquisition will be
implemented on the same terms and conditions (subject to
appropriate amendments including (without limitation) the inclusion
of an acceptance condition set at 75 per cent. of the U+I Shares
(or such other percentage as Landsec Development may, subject to
the rules of the Takeover Code and the terms of the Co-operation
Agreement and with the consent of the Panel, decide, being in any
case more than 50 per cent. of the U+I Shares), or any amendments
required by applicable law or any amendments necessary to reflect
the Takeover Offer) as those which would apply to the Scheme.
8. The U+I Shares will be acquired pursuant to the Acquisition
with full title guarantee, fully paid and free from all liens,
equities, charges, encumbrances, options, rights of pre-emption and
any other third party rights and interests of any nature whatsoever
and together with all rights now or hereafter attaching or accruing
to them, including voting rights and the right to receive and
retain in full all dividends and other distributions (if any)
declared, made or paid, or any other return of capital or value
(whether by reduction of share capital or share premium account or
otherwise) made on or after the Effective Date.
9. If, on or after the date of this announcement and before the
Acquisition becomes Effective, any dividend, distribution or other
return of capital or value is announced, declared, made or paid by
U+I or becomes payable by U+I in respect of the U+I Shares, Landsec
Development reserves the right (without prejudice to any right of
Landsec Development, with the consent of the Panel, to invoke the
Condition set out in paragraph 3 (D)(iii) of Part A of this
Appendix 1) to reduce the consideration payable under the terms of
the Acquisition of the U+I Shares by an amount equal to the
aggregate amount of such dividend, distribution or other return of
capital or value. In such circumstances, U+I Shareholders would be
entitled to receive and retain any such dividend, distribution or
return of capital or value. Any exercise by Landsec Development of
its rights referred to in this paragraph 9 shall be the subject of
an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the
Acquisition.
10. The Acquisition will be subject, inter alia, to the
Conditions and certain further terms which are set out in this
Appendix 1 and to the full terms which will be set out in the
Scheme Document and such further terms as may be required to comply
with the provisions of the Listing Rules and the provisions of the
Takeover Code.
11. This announcement, any rights or liabilities arising
hereunder are, and the Acquisition, the Scheme and any Forms of
Proxy will be, governed by English law and subject to the
jurisdiction of the courts of England and Wales. The Acquisition
will be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange and the FCA.
12. The Acquisition is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any Restricted Jurisdiction.
13. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant
jurisdictions. 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. Further information
in relation to Overseas Shareholders will be contained in the
Scheme Document.
14. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
APPIX 2
BASES AND SOURCES
In this announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used.
1. As at close of business on 29 October 2021 (being the last
Business Day before the date of this announcement) there were
125,431,713 U+I Shares in issue. The legal entity identifier for
the U+I Shares is 213800HTEQQEIOGR5A58.
2. As at 29 October 2021 (being the last Business Day before the
date of this announcement), there were 2,005,409 U+I Shares that
may be issued pursuant to U+I Share Plans. The additional number of
U+I Shares has been calculated on the basis that there are 588,869
U+I Shares held by U+I Group's employee benefit trust that will be
used to satisfy awards under the U+I Share Plans.
3. Any references to the issued and to be issued ordinary share
capital of U+I are each based on:
-- the 125,431,713 U+I Shares referred to in paragraph 1 above; and
-- the 2,005,409 U+I Shares that may be issued pursuant to U+I
Share Plans referred to in paragraph 2 above.
4. Certain figures included in this announcement have been subject to rounding adjustments.
5. Unless otherwise stated, the financial information of U+I is
extracted (without material adjustment) from U+I's annual report
and financial statements for the 12 months ended 31 March 2021,
which were released on 26 May 2021 or, where applicable, U+I's
annual report and financial statements for the 12 months ended 31
March 2020, which were released on 8 July 2020.
6. Volume-weighted average prices have been derived from
Bloomberg and have been rounded to the nearest tenth of a
penny.
APPIX 3
DETAILS OF IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
U+I Directors' irrevocable undertakings
The following U+I Directors who hold U+I Shares have given
irrevocable undertakings to vote in favour of the Scheme at the
Court Meeting and the Resolution at the General Meeting in respect
of their own beneficial holdings of U+I Shares (or those U+I Shares
over which they have control):
Name Total number Percentage of U+I Shares in
of issue on 29 October 2021 (being
U+I Shares the last Business Day before
the date of this announcement)
(per cent.)
Peter Williams 127,941 0.10%
Richard Upton 4,254,384 3.39%
Barry Bennett 53,352 0.04%
Lynette Krige 12,605 0.01%
Jamie Christmas 20,860 0.02%
Rosaleen Kerslake 13,031 0.01%
Sadie Morgan 25,441 0.02%
Total 4,507,614 3.59%
The undertakings from the U+I Directors will cease to be binding
only:
(A) if Landsec Development shall not have announced a firm
intention to proceed with the Acquisition by 8.00 am or on such
other date as U+I and Landsec Development may agree on the terms
and conditions set out or referred to in the Co-operation
Agreement;
(B) if Landsec Development announces that it does not intend to
proceed with the Acquisition and no new revised or replacement
Scheme or Takeover Offer is announced by Landsec Development in
accordance with Rule 2.7 of the Takeover Code at the same time;
(C) if the Scheme Document or Offer Document is not dispatched
to U+I Shareholders within 28 days of the relevant announcement (or
such longer period, in the case of the Scheme Document, as Landsec
Development and U+I agree with the consent of the Panel or, in the
case of an Offer Document, such longer period as Landsec
Development, with the consent of the Panel, determines) of this
announcement, provided that if the Acquisition was initially being
implemented by way of a Scheme and Landsec Development elects to
exercise its right to implement the Acquisition by way of a
Takeover Offer, or vice versa, the time period is to be extended to
refer to within 28 days of the issue of the press announcement
announcing the change in structure (or such other date for the
posting of the Offer Document or Scheme Document (as applicable) as
the Panel may require); or
(D) if any competing offer for the entire issued and to be
issued ordinary share capital of U+I becomes or is declared
unconditional or, if proceeding by way of scheme of arrangement,
becomes effective; or
(E) on the earlier of:
(i) the Long Stop Date; or
(ii) the date on which the Acquisition (whether implemented by
way of a Scheme or a Takeover Offer) is withdrawn or lapses in
accordance with its terms, unless the Acquisition is withdrawn or
lapses as a result of Landsec Development exercising its right to
implement the Acquisition by way of a Takeover Offer in accordance
with the Co-operation Agreement and the Takeover Code rather than
by way of a Scheme or vice versa.
Letters of intent
Aberforth Partners LLP, J O Hambro Capital Management Limited,
Jupiter Asset Management Limited and Ennismore Fund Management
Limited have each given to Landsec and Landsec Development a
non-binding letter of intent to vote in favour of the resolutions
relating to the Acquisition at the Meetings, in respect of a total
of 39,754,171 U+I Shares, representing in aggregate approximately
32 per cent. of the issued ordinary share capital of U+I on 29
October 2021 (being the last Business Day before the date of this
announcement), or to accept, or procure the acceptance of, the
Takeover Offer if the Acquisition is implemented as a Takeover
Offer.
APPIX 4
DEFINITIONS
The following definitions apply throughout this announcement
unless the context requires otherwise:
"Acquisition" the acquisition of the entire issued, and to
be issued, ordinary share capital of U+I by
Landsec Development (other than U+I Shares already
held or controlled by Landsec, if any) to be
implemented by way of the Scheme or, should
Landsec Development so elect (with the consent
of the Panel and subject to the terms of the
Co-operation Agreement) by way of the Takeover
Offer, and, where the context admits, any subsequent
revision, variation, extension or renewal thereof;
"Articles" the articles of association of U+I from time
to time;
"Business any day (excluding any Saturday or Sunday or
Day" any public holiday in England) on which banks
in the City of London are generally open for
business;
"Cash Consideration" the cash consideration payable by Landsec Development
in connection with the Acquisition, being 149
pence for each U+I Share;
"Closing the closing middle market price of an U+I Share
Price" as derived from the Daily Official List on any
particular date;
"Companies the Companies Act 2006, as amended from time
Act" to time;
"Conditions" the conditions to the Acquisition, as set out
in Appendix 1 and to be set out in the Scheme
Document;
"Confidentiality the confidentiality agreement entered into between
Agreement" Landsec and U+I in relation to the Acquisition
dated 4 October 2021, a summary of which is
set out in paragraph 12 of this announcement;
"Co-operation the co-operation agreement entered into between
Agreement" Landsec Development, U+I and Landsec dated 1
November 2021, a summary of which is set out
in paragraph 12 of this announcement;
"Court Meeting" the meeting of the Scheme Shareholders convened
by order of the Court pursuant to section 896
of the Companies Act for the purpose of considering
and, if thought fit, approving the Scheme (with
or without amendment) and any adjournment thereof;
"Court" the High Court of Justice in England and Wales;
"CREST" the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001/3755) (including
as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal)
Act 2018)), in respect of which Euroclear UK
& Ireland Limited is the Operator (as defined
in such Regulations) in accordance with which
securities may be held and transferred in uncertificated
form;
"Daily Official the daily official list of the London Stock
List" Exchange;
"Dealing an announcement pursuant to Rule 8 of the Takeover
Disclosure" Code containing details of dealings in interests
in relevant securities of a party to an offer;
"Disclosed" (a) information disclosed by, or on behalf of,
U+I in U+I's annual report and financial statements
for the 12 months ended 31 March 2021 and 31
March 2020 or in this announcement; or (b) information
fairly disclosed in writing or as discussed
in the scheduled due diligence meetings between
Landsec Development, Landsec and U+I and their
respective professional advisers prior to the
date of this announcement by, or on behalf of,
U+I to Landsec Development or Landsec (or their
respective officers, employees, agents or advisers
in their capacity as such), including in the
virtual data room operated on behalf of U+I
and which Landsec and its advisers are able
to access in respect of the Acquisition; or
(c) as otherwise publicly announced by U+I prior
to the date of this announcement (by the delivery
of an announcement to a Regulatory Information
Service);
"Effective the date on which the Acquisition becomes Effective;
Date"
"Effective" either:
(a) if the Acquisition is implemented by way
of the Scheme, the Scheme having become effective
pursuant to its terms; or
(b) if the Acquisition is implemented by way
of a Takeover Offer, means the Takeover Offer
having been declared or having become unconditional
in accordance with the requirements of the Takeover
Code;
"Excluded any U+I Shares: (a) registered in the name of,
Shares" or beneficially owned by Landsec Development,
Landsec or any member of the Wider Landsec Group
which is controlled by any member of the Wider
Landsec Group or their respective nominees;
(b) registered in the name of, or beneficially
owned by, funds managed by Landsec Development,
Landsec or a member of the Wider Landsec Group
which is controlled by a member of the Wider
Landsec Group or any of their subsidiary undertakings
or their respective nominees; or (c) held by
U+I in treasury;
"FCA" the Financial Conduct Authority;
"FSMA" the Financial Services and Markets Art 2000,
as amended from time to time;
" Forms of the forms of proxy in connection with each of
Proxy" the Court Meeting and the General Meeting, which
shall accompany the Scheme Document;
"General the general meeting of U+I Shareholders to be
Meeting" convened in connection with the Scheme to consider
and, if thought fit, to approve the Resolution
(with or without amendment), including any adjournment,
postponement or reconvening thereof;
"Landsec" Land Securities Group PLC, a public limited
company incorporated in England and Wales with
registered number 04369054 and whose registered
office is at 100 Victoria Street, London SW1E
5JL;
"Landsec LS Development Holdings Limited, a private limited
Development" company incorporated in England and Wales with
registered number 13692104 and whose registered
office is at 100 Victoria Street, London SW1E
5JL;
"Liberum" Liberum Capital Limited;
"Listing the listing rules made by the FCA pursuant to
Rules" Part 6 of the Financial Services and Markets
Act 2000, referred to in section 73A(2) of the
same, and contained in the FCA's publication
of the same name;
"London Stock London Stock Exchange plc;
Exchange"
"Long Stop 1 July 2022, or such later date as may be agreed
Date" in writing between Landsec Development and U+I
(with the Panel's consent and as the Court may
allow, if such consent and/or approval is/are
required);
"Meetings" the Court Meeting and the General Meeting;
"Offer Document" if (with the consent of the Panel and subject
to the terms of the Co-operation Agreement,
as applicable) Landsec Development elects to
implement the Acquisition by way of the Takeover
Offer, the document to be sent to U+I Shareholders
which will contain, inter alia, the terms and
conditions of the Takeover Offer;
"Offer Period" the offer period (as defined in the Takeover
Code) relating to U+I commencing on 1 November
2021 and ending on the earlier of the Effective
Date and/or the date on which the Scheme lapses
or is withdrawn (or such other date as the Panel
may decide);
"Official the official list of the FCA;
List"
"Overseas Scheme Shareholders who are resident in, ordinarily
Shareholders" resident in, or citizens of, jurisdictions outside
the United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Peel Hunt" Peel Hunt LLP;
"PRA" the Prudential Regulation Authority;
"Registrar the Registrar of Companies in England and Wales;
of Companies"
"Regulatory any information service authorised from time
Information to time by the FCA for the purpose of disseminating
Service" regulatory announcements;
"Resolution" the resolution(s) to be proposed at the General
Meeting necessary to approve and implement the
Scheme, including, amongst other things, a resolution
to amend the Articles by the adoption and inclusion
of a new article under which any U+I Shares
issued or transferred after the Scheme Record
Time (other than to Landsec Development and/or
its nominees) shall be automatically transferred
to Landsec Development (and, where applicable,
for consideration to be paid to the transferee
or to the original recipient of the U+I Shares
so transferred or issued) on the same terms
as the Acquisition (other than terms as to timings
and formalities);
"Restricted any jurisdiction where local laws or regulations
Jurisdiction" may result in a significant risk of civil, regulatory
or criminal exposure if information concerning
the Acquisition is sent or made available to
U+I Shareholders in that jurisdiction;
"Rothschild N.M. Rothschild & Sons Limited;
& Co"
"Scheme" the proposed scheme of arrangement under Part
26 of the Companies Act between U+I and Scheme
Shareholders to implement the Acquisition;
"Scheme Court the hearing of the Court to sanction the Scheme
Hearing" under section 899 of the Companies Act, including
any adjournment thereof;
"Scheme Court the order of the Court sanctioning the Scheme
Order" under section 899 of the Companies Act;
"Scheme Document" the document to be dispatched to U+I Shareholders
including the particulars required by section
897 of the Companies Act;
"Scheme Record the time and date specified as such in the Scheme
Time" Document, expected to be 6.00 pm on the Business
Day immediately after the date of the Scheme
Court Hearing, or such later time as Landsec
Development and U+I may agree;
"Scheme Shareholders" the holders of Scheme Shares;
"Scheme Shares" all U+I Shares:
(a) in issue at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme
Document and prior to the Voting Record Time;
and
(c) (if any) issued at or after the Voting Record
Time and prior to the Scheme Record Time in
respect of which the original or any subsequent
holder thereof is bound by the Scheme, or shall
by such time have agreed in writing to be bound
by the Scheme,
but excluding any Excluded Shares;
"Substantial a direct or indirect interest in 20 per cent.
Interest" or more of the voting equity share capital of
an undertaking;
"Takeover the City Code on Takeovers and Mergers, as issued
Code" from time to time by or on behalf of the Panel;
"Takeover if (with the consent of the Panel and subject
Offer" to the terms of the Co-operation Agreement,
as applicable) Landsec Development elects to
implement the Acquisition by way of a takeover
offer as defined in Chapter 3 of Part 28 of
the Companies Act, the offer to be made by or
on behalf of Landsec Development to acquire
the entire issued and to be issued share capital
of U+I and, where the context admits, any subsequent
revision, variation, extension or renewal of
such offer;
"UBS" UBS AG London Branch;
"UK" or "United the United Kingdom of Great Britain and Northern
Kingdom" Ireland;
"U+I" U and I Group PLC, a public limited company
incorporated in England and Wales with registered
number 01528784 and whose registered office
is at 7A Howick Place, London SW1P IDZ;
"U+I Board" the board of directors of U+I as at the date
of this announcement;
"U+I Directors" the directors of U+I as at the date of this
announcement;
"U+I Employee the U and I Group PLC Employee Benefit Trust;
Benefit Trust"
"U+I Group" U+I and its subsidiaries and subsidiary undertakings
from time to time;
"U+I Pension the U+I defined contribution pension scheme;
Scheme"
"U+I Share the U+I Long-Term Incentive Plan and the U+I
Plans" Save As You Earn Option Plan;
"U+I Shareholders" the registered holders of U+I Shares from time
to time;
"U+I Shares" the ordinary shares of 50 pence each in the
capital of U+I from time to time;
"US Exchange the United States Securities Exchange Act 1934,
Act" as amended, and the rules and regulations promulgated
thereunder;
"US" or "United the United States of America, its territories
States" and possessions, any state of the United States
of America and the District of Columbia;
"Voting Record the time and date specified as such in the Scheme
Time" Document by reference to which entitlement to
vote at the Court Meeting will be determined;
"Wider Landsec Landsec, its subsidiary undertakings and associated
Group" undertakings (including any joint venture, partnership,
firm or company) in which Landsec and/or such
undertakings (aggregating their interests) have
a Substantial Interest; and
"Wider U+I U+I, its subsidiary undertakings and associated
Group" undertakings (including any joint venture, partnership,
firm or company) in which U+I and/or such undertakings
(aggregating their interests) have a Substantial
Interest.
All references to time in this announcement are to London time
unless otherwise stated.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
A reference to "includes" shall mean "includes without
limitation", and references to "including" and any other similar
term shall be construed accordingly.
For the purposes of this announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "equity share capital" have the
meanings given by the Companies Act.
References to an enactment include references to that enactment
as amended, replaced, consolidated or re-enacted by or under any
other enactment before or after the date of this announcement.
References to the singular include the plural and vice
versa.
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END
OFFFDFEEFEFSESS
(END) Dow Jones Newswires
November 01, 2021 03:00 ET (07:00 GMT)
Grafico Azioni Land Securities (LSE:LAND)
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Da Mar 2024 a Apr 2024
Grafico Azioni Land Securities (LSE:LAND)
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Da Apr 2023 a Apr 2024