REG - U&I Group PLC Land Sec. Group PLC - Court Sanction of the Scheme of Arrangement

Land SecuritiesAnnouncement

13/12/2021 11:10

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20211213:nRSM4425Va&default-theme=true

RNS Number : 4425V  U and I Group PLC  13 December 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE
A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

13 December 2021

RECOMMENDED CASH ACQUISITION

of

U AND I GROUP PLC

by

LS DEVELOPMENT HOLDINGS LIMITED

(a newly formed wholly-owned indirect subsidiary of Land Securities Group PLC)

Court Sanction of the Scheme of Arrangement

On 1 November 2021, U and I Group PLC ("U+I") and LS Development Holdings
Limited ("Landsec Development"), a newly formed wholly-owned indirect
subsidiary of Land Securities Group PLC ("Landsec"), announced that they had
reached agreement on the terms and conditions of a recommended all cash
acquisition by Landsec Development of the entire issued, and to be issued,
share capital of U+I (the "Acquisition"), to be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the
"Scheme").

On 7 December 2021, the Scheme was approved by the requisite majorities of
Scheme Shareholders at the Court Meeting and the Resolution to implement the
Scheme was approved by the requisite majority of U+I Shareholders at the Court
Meeting.

U+I is pleased to announce that following the satisfaction or waiver by
Landsec Development of the remaining Conditions set out in the Scheme
Document, the Court has today decided to sanction the Scheme pursuant to
section 899 of the Companies Act.

Next Steps

The Scheme shall become Effective upon the delivery of a copy of the Scheme
Court Order to the Registrar of Companies, which is expected to occur on 14
December 2021.

The last day for dealings in, and for the registration of transfers of and
disablement of CREST for, U+I Shares is today and the Scheme Record Time will
be 6.00 p.m. today. Scheme Shareholders on the U+I register of members at the
Scheme Record Time will, upon the Scheme becoming Effective, be entitled to
receive 149 pence in cash for each Scheme Share held.

A request has been made for the suspension of the listing of the U+I Shares on
the premium listing segment of the Official List and the admission to trading
of the U+I Shares on the London Stock Exchange's Main Market for listed
securities with effect from 7.30 a.m. on 14 December 2021.

It is expected that, subject to the Scheme becoming Effective on 14 December
2021, the listing of the U+I Shares on the premium listing segment of the
Official List and the admission to trading of the U+I Shares on the London
Stock Exchange's Main Market for listed securities will each be cancelled with
effect from 8.00 a.m. on 15 December 2021.

In accordance with the applicable provisions of the Takeover Code, the cash
consideration for the transfer of the Scheme Shares to Landsec Development
will be despatched no later than 14 days after the Effective Date.

A further announcement will be made once the Scheme has become Effective.

General

References to times are to London time, United Kingdom unless otherwise
stated. If any of the dates and/or times in this Announcement change, the
revised dates and/or times will be notified to U+I Shareholders by
announcement through a Regulatory Information Service, with such announcement
being made available on U+I's website at https://www.uandiplc.com/.

Capitalised terms used in this announcement (the "Announcement") shall, unless
otherwise defined, have the same meanings as set out in the circular in
relation to the Scheme published on 15 November 2021 (the "Scheme Document").

 

Enquiries

 

 U and I Group PLC                                                       +44 20 7828 4777
 Richard Upton (Chief Executive Officer)

Jamie Christmas (Chief Financial Officer)
 Rothschild & Co (sole financial adviser and Rule 3 adviser to U+I)      +44 20 7280 5000

Alex Midgen

Sam Green

Nicholas Rodwell
 Peel Hunt (corporate broker to U+I)                                     +44 20 7418 8900

Capel Irwin

Carl Gough

Henry Nicholls
 Liberum Capital (corporate broker to U+I)                               +44 20 3100 2000

Richard Crawley

Jamie Richards
 Camarco (Capital Market Communications Ltd) (PR adviser to U+I)         +44 20 3757 4985

Geoffrey Pelham-Lane
 Land Securities Group PLC                                               +44 20 7024 5185
 Ed Thacker (Head of Investor Relations)
 UBS (sole financial adviser and corporate broker to Landsec)            +44 20 7567 8000

Rahul Luthra

Jonathan Rowley

George Dracup
 Robey Warshaw LLP (adviser to Landsec)                                  +44 20 7317 3999

 Simon Robey
 Tulchan Communications (PR adviser to Landsec)                          +44 20 7353 4200

Jonathan Sibun

Sunni Chauhan

Bryan Cave Leighton Paisner LLP is acting as legal adviser to U+I in
connection with the Acquisition.

Slaughter and May is acting as legal adviser to Landsec in connection with the
Acquisition.

 

IMPORTANT INFORMATION

This Announcement is not intended to constitute or form part of any offer or
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval
pursuant to the Acquisition or otherwise, in any jurisdiction in which such
offer, invitation or solicitation is unlawful.

The Acquisition shall be made implemented solely by means of the Scheme
Document (or, if the Acquisition is implemented by way of a Takeover Offer,
the Offer Document) which, together with the Forms of Proxy, shall contain the
full terms and Conditions of the Acquisition, including details of how to vote
in respect of the Acquisition. Any vote in respect of the Scheme or other
response to the Acquisition should be made only on the basis of the
information in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the Offer Document).

This Announcement is not a prospectus or a prospectus equivalent document.

NOTICES

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the FCA in the United Kingdom, is acting
exclusively as financial adviser to U+I and no one else in connection with the
matters described in this Announcement and will not be responsible to anyone
other than U+I for providing the protections afforded to clients of Rothschild
& Co nor for providing advice in connection with any matter referred to
herein. Neither Rothschild & Co nor any of its affiliates (nor their
respective directors, officers, employees or agents) owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Rothschild & Co in connection with this Announcement, any
statement contained herein, the Acquisition or otherwise.

UBS AG London Branch ("UBS") is authorised and regulated by the Financial
Market Supervisory Authority in Switzerland. It is authorised by the PRA and
subject to regulation by the FCA and limited regulation by the PRA in the
United Kingdom. UBS is acting as financial adviser to Landsec and no one else
in connection with the Acquisition. In connection with such matters, UBS, its
affiliates and their respective directors, officers, employees and agents will
not regard any other person as their client, nor will they be responsible to
any other person for providing the protections afforded to their clients or
for providing advice in relation to the Acquisition, the contents of this
Announcement or any other matter referred to herein.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for U+I and for no-one else in
connection with the matters referred to in this Announcement and will not be
responsible to any person other than U+I for providing the protections
afforded to clients of Peel Hunt, nor for providing advice in relation to the
matters referred to herein. Neither Peel Hunt nor any of its affiliates owes
or accepts any duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise) to any
person who is not a client of Peel Hunt in connection with the matters
referred to in this Announcement, or otherwise.

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the
United Kingdom by the FCA, is acting exclusively for U+I and no one else in
connection with the matters described in this Announcement. Liberum will not
regard any other person (whether or not a recipient of this Announcement) as
its client in relation to the matters described in this Announcement and will
not be responsible to anyone other than U+I for providing the protections
afforded to its clients or for providing any advice in relation to matters or
arrangements referred to herein. Apart from the responsibilities and
liabilities, if any, which may be imposed on Liberum by FSMA or the regulatory
regime established thereunder, or under the regulatory regime of any
jurisdiction where the exclusion of liability under the relevant regulatory
regime would be illegal, void or unenforceable, Liberum does not accept any
responsibility whatsoever for, and makes no representation or warranty,
express or implied, as to the contents of this Announcement or for any other
statement made or purported to be made by it, or on its behalf, in connection
with U+I and nothing in this Announcement will be relied upon as a promise or
representation in this respect, whether or not to the past or future. Liberum
accordingly, to the fullest extent permitted by law, disclaims all and any
responsibility or liability, whether arising in tort, contract or otherwise
(save as referred to above), which it might otherwise have in respect of this
Announcement or any such statement.

Robey Warshaw LLP ("Robey Warshaw") is authorised and regulated by the FCA and
is acting as an adviser to Landsec and no one else in connection with the
Acquisition. In connection with such matters, Robey Warshaw, its affiliates
and their respective directors, officers, employees and agents will not regard
any other person as their client, nor will they be responsible to any other
person for providing the protections afforded to their clients or for
providing advice in relation to the Acquisition, the contents of this
Announcement or any other matter referred to herein.

CAUTIONARY NOTE ON FORWARD-LOOKING STATEMENTS

This Announcement, oral statements made regarding the Acquisition, and other
information published by Landsec and U+I contain statements which are, or may
be deemed to be, "forward-looking statements".

Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations and projections of the
management of Landsec and U+I about future events, and are therefore subject
to risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the forward-looking
statements.

The forward-looking statements contained in this Announcement include
statements relating to the expected effects of the Acquisition on Landsec and
U+I, the expected timing and scope of the Acquisition and other statements
other than historical facts. Often, but not always, forward-looking statements
can be identified by the use of forward-looking words such as "plans",
"expects" or "does not expect", "is expected", "is subject to", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases or
statements that certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Although Landsec
and U+I believe that the expectations reflected in such forward-looking
statements are reasonable, Landsec and U+I can give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.

There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to: the ability to
complete the Acquisition; the ability to obtain requisite regulatory and
shareholder approvals and the satisfaction of other Conditions on the proposed
terms; changes in the global political, economic, business and competitive
environments and in market and regulatory forces; changes in future exchange
and interest rates; changes in tax rates; future business combinations or
disposals; changes in general economic and business conditions; changes in the
behaviour of other market participants; the anticipated benefits from the
Acquisition not being realised as a result of changes in general economic and
market conditions in the countries in which Landsec and U+I operate; weak,
volatile or illiquid capital and/or credit markets; changes in the degree of
competition in the geographic and business areas in which Landsec and U+I
operate; and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected. Such
forward-looking statements should therefore be construed in the light of such
factors.

Neither Landsec and U+I, nor any of their respective associates or directors,
officers or advisers, provides any representation, assurance or guarantee that
the occurrence of the events expressed or implied in any forward-looking
statements in this Announcement will actually occur. Given the risks and
uncertainties, you are cautioned not to place any reliance on these
forward-looking statements. Other than in accordance with their legal or
regulatory obligations, neither Landsec nor U+I is under any obligation, and
Landsec and U+I expressly disclaim any intention or obligation, to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

OVERSEAS JURISDICTIONS

This Announcement has been prepared in accordance with, and for the purpose of
complying with, the laws of England and Wales and the Takeover Code, and
information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws
of jurisdictions outside England. If you are in any doubt about the contents
of this Announcement, you should consult your own legal adviser, financial
adviser or tax adviser for legal, business, financial or tax advice.

The publication or distribution of this Announcement in or into certain
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom should inform themselves about, and observe any
applicable requirements of their jurisdictions.

The availability of the Acquisition to U+I Shareholders who are not resident
in and citizens of the United Kingdom may be affected by the laws of the
relevant jurisdictions in which they are located or of which they are
citizens. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory requirements of
their jurisdictions. In particular, the ability of persons who are not
resident in the United Kingdom to vote their U+I Shares with respect to the
Scheme at the Court Meeting, or to execute and deliver Forms of Proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located.
Any failure to comply with the applicable restrictions may constitute a
violation of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person.

Unless otherwise determined by Landsec Development or required by the Takeover
Code, and permitted by applicable law and regulation, the Acquisition will not
be made available, in whole or in part, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and no person may vote in favour of the Acquisition by any such
use, means, instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this Announcement and all documents
relating to the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from any Restricted
Jurisdictions where to do so would violate the laws in that jurisdiction and
may render invalid any related purported vote in respect of the Acquisition.
Any person (including, without limitation, any custodian, nominee and trustee)
who would, or otherwise intends to, or who may have a contractual or legal
obligation to, forward this Announcement and/or any other related document to
any jurisdiction other than the United Kingdom should inform themselves of,
and observe, any applicable legal or regulatory requirements of their
jurisdiction.

The statements contained in this Announcement are not to be construed as
legal, business, financial or tax advice.

NOTES TO U+I INVESTORS IN THE UNITED STATES

Shareholders in the US should note that the Acquisition relates to the shares
of an English company and is being made by means of a scheme of arrangement
provided for under English company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules or the proxy
solicitation rules under the US Securities Exchange Act of 1934 (the "US
Exchange Act").

Accordingly, the Acquisition is subject to the disclosure and procedural
requirements and practices applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of US tender offer
and proxy solicitation rules.

The financial information included in the Scheme Document has been prepared in
accordance with generally accepted accounting principles of the United Kingdom
and thus may not be comparable to the financial information of US companies or
companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the United States.

However, if, in the future, Landsec Development exercises the right to
implement the Acquisition by way of a Takeover Offer and determines to extend
the offer into the United States, the Takeover Offer will be made in
compliance with applicable US tender offer and securities laws and
regulations. The receipt of cash pursuant to the Acquisition by an U+I
Shareholder in the US as consideration for the transfer of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as foreign and
other, tax laws. Each U+I Shareholder is therefore urged to consult with
legal, tax and financial advisers in connection with making a decision
regarding the Acquisition.

It may be difficult for U+I Shareholders in the US to enforce their rights and
any claims arising out of US federal laws, since Landsec and U+I are each
located in a non-US jurisdiction, and some or all of their officers and
directors may be residents of a non-US jurisdiction. U+I Shareholder in the US
may not be able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject themselves
to a US court's judgement.

To the extent permitted by applicable law, in accordance with normal UK
practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Landsec,
certain affiliated companies and their nominees or brokers (acting as agents),
may from time to time make certain purchases of, or arrangements to purchase,
U+I Shares outside of the US, other than pursuant to the Acquisition, until
the date on which the Acquisition and/or Scheme becomes Effective, lapses or
is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US
Exchange Act, each of Rothschild & Co and UBS will continue to act as an
exempt principal trader in U+I Shares on the London Stock Exchange. If such
purchases or arrangements to purchase were to be made they would occur either
in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases will be disclosed as required in the
United Kingdom, will be reported to the Regulatory News Service of the London
Stock Exchange and will be available on the London Stock Exchange website at
www.londonstockexchange.com.

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 pm (London time) on the 10th
Business Day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror, save
to the extent that these details have previously been disclosed under Rule 8.
A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (London time) on the Business Day following the date of
the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

NO PROFIT FORECAST OR ESTIMATES OR QUANTIFIED FINANCIAL BENEFITS STATEMENTS

No statement in this Announcement, the Scheme Document or incorporated by
reference into this Announcement and/or the Scheme Document is intended to
constitute a profit forecast, profit estimate or quantified financial benefits
statement for any period, nor should any statement in this Announcement, the
Scheme Document or incorporated by reference into this Announcement and/or the
Scheme Document be interpreted to mean that earnings or earnings per share for
U+I for the current or future financial years would necessarily match or
exceed the historical published earnings or earnings per share for U+I.

ELECTRONIC COMMUNICATIONS

Please be aware that addresses, electronic addresses and certain information
provided by U+I Shareholders, persons with information rights and other
relevant persons for the receipt of communications from U+I may be provided to
Landsec Development during the Offer Period as requested under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

PUBLICATION ON WEBSITE

In accordance with Rule 26.1 of the Takeover Code, a copy of this Announcement
will be made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on U+I's website at www.uandiplc.com and
Landsec's website at www.landsec.com by no later than 12 noon (London time) on
the Business Day following the publication of this Announcement. For the
avoidance of doubt, neither the contents of these websites nor the contents of
any websites accessible from any hyperlinks is incorporated into or forms part
of this Announcement.

RIGHT TO RECEIVE COPIES IN HARD COPY FORM

Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents
(including information incorporated by reference into such documents by
reference to another source) in hard copy form.

U+I Shareholders may request a hard copy of this Announcement, the Scheme
Document, including information incorporated by reference into the Scheme
Document by reference to another source by contacting the Registrar, Link
Group on 0371 664 0300 from inside the UK or +44 (0) 371 664 0300 from outside
the UK or by submitting a request in writing to Link Group, 10th Floor,
Central Square, 29 Wellington Street, Leeds, LS1 4DL. You may also request
that all future documents, announcements and information to be sent to you in
relation to the Acquisition should be in hard copy form.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  SOABBBDDLGBDGBX