REG - U&I Group PLC Land Sec. Group PLC - Scheme of Arrangement Becomes Effective

Land SecuritiesAnnouncement

14/12/2021 14:00

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RNS Number : 6298V  U and I Group PLC  14 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

14 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)

Scheme of Arrangement Becomes Effective

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 13 December 2021, U+I announced that the Court decided to sanction the
Scheme pursuant to section 899 of the Companies Act.

U+I is pleased to announce that the Scheme Court Order has today been
delivered to the Registrar of Companies and accordingly, the Scheme has become
Effective in accordance with its terms and the entire issued and to be issued
ordinary share capital of U+I is now owned by Landsec Development.

Suspension and De-Listing of U+I Shares

Dealings in U+I Shares have been suspended from trading on the London Stock
Exchange's Main Market for listed securities with effect from 7.30 a.m. today.

Applications have been made 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 to the FCA for the cancellation of the
listing of U+I Shares on the Official List, which are each expected to effect
from 8.00 a.m. on 15 December 2021.

Settlement of Consideration

Scheme Shareholders on the U+I register of members at the Scheme Record Time,
being 6.00 p.m. on 13 December 2021, will be entitled to receive 149 pence in
cash for each Scheme Share held.

Settlement of the consideration to which any Scheme Shareholder is entitled
will be effected by way of the despatch of cheques or the crediting of CREST
accounts (for Scheme Shareholders holding Scheme Shares in certificated form
and in uncertificated form respectively) (or by any other method approved by
the Panel) as soon as practicable and in any event not later than 14 days
after the Effective Date, as set out in the Scheme Document.

Board changes

As the Scheme has now become Effective, U+I duly announces that, as of today's
date, each of Peter Williams, Sadie Morgan, Lynette Krige, Rosaleen Kerslake
and Barry Bennett have tendered their resignations and have stepped down from
the U+I Board. Richard Upton and Jamie Christmas remain on the U+I Board.

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.

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.

NOTES TO U+I INVESTORS IN THE UNITED STATES

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

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

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

The receipt of cash pursuant to the Acquisition by an U+I Shareholder in the
US as consideration for the transfer of its Scheme Shares pursuant to the
Scheme may be a taxable transaction for US federal income tax purposes and
under applicable US state and local, as well as foreign and other, tax laws.
Each U+I Shareholder is therefore urged to consult with legal, tax and
financial advisers in connection with making a decision regarding the
Acquisition.

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

PUBLICATION ON WEBSITE

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

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