TIDMLAND TIDMLAND TIDMUAI
RNS Number : 5765R
Land Securities Group PLC
08 November 2021
DISCLOSURE UNDER RULE 2.10(C) OF THE TAKEOVER CODE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
8 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
Rule 2.10 Announcement
On 1 November 2021, the boards of U and I Group PLC (" U+I "),
LS Development Holdings Limited (" Landsec Development ") and Land
Securities Group PLC (" Landsec ") announced that they had reached
an agreement on the terms of a recommended cash offer for the
entire issued and to be issued share capital of U+I (the "
Acquisition ").
In connection with the Acquisition, Landsec Development received
a letter 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 (" Aberforth ") in
respect of a total of 17,584,704 shares (the " Letter of Intent
").
Aberforth has since informed Landsec that it has disposed of a
total of 23,723,357 ordinary shares in U+I, including the
17,584,704 voting shares referred to in the Letter of Intent. In
accordance with Rule 2.10(c) of The City Code on Takeovers and
Mergers, Aberforth is therefore no longer in a position to vote in
relation to these shares.
Capitalised terms in this announcement, unless otherwise
defined, have the same meaning as set out in the announcement
issued under Rule 2.7 of the Code and all references to times in
this announcement are to London time unless otherwise stated.
Enquiries:
For enquiries, please contact:
Land Securities Group PLC +44 20 7024 5185
Ed Thacker (Head of Investor Relations)
UBS +44 20 7567 8000
(Sole financial adviser and corporate broker to Landsec)
Rahul Luthra
Jonathan Rowley
George Dracup
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.
Disclaimer
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.
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 .
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.
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.
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END
OUPUBOURASUARUA
(END) Dow Jones Newswires
November 08, 2021 02:00 ET (07:00 GMT)
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