REG - Land Sec. Group PLC Land Sec. Group PLC U&I Group PLC - Rule 2.10 Announcement

Land SecuritiesAnnouncement

08/11/2021 07:05

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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

 

RECOMMENDED 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 (http://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