REG - Ultra Electronics - De-listing and Cancellation of Trading

Rothschild & Co SCAAnnouncement

02/08/2022 09:45

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RNS Number : 5950U  Ultra Electronics Holdings PLC  02 August 2022

 

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

 

2 August 2022

 

 

ULTRA ELECTRONICS HOLDINGS PLC

 

DE-LISTING AND CANCELLATION OF TRADING OF ULTRA ELECTRONICS HOLDINGS PLC

SHARES

 

Further to the announcement made by Ultra Electronics Holdings plc ("Ultra")
on 1 August 2022, Ultra today announces that, following an application by
Ultra, the Financial Conduct Authority has cancelled the listing of Ultra
Shares on the premium listing segment of the Official List and the London
Stock Exchange has cancelled the trading of Ultra Shares on the London Stock
Exchange's main market for listed securities, in each case with effect from
8:00 a.m. (London time) today, 2 August 2022.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the meanings given to them in the circular published on 8 September 2021
in relation to the recommended cash offer by Cobham Ultra Acquisitions Limited
("Cobham") for the entire issued and to be issued share capital of Ultra,
effected by means of a Court-sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme Document").

Full details of the Acquisition are set out in the Scheme Document published
on 8 September 2021.

 

 

 

 

 

Enquiries:

 

 Ultra                                                                        +44 (0) 78 9120 6239

 Gabriella Colley, Senior Vice President, Investor Relations &                Investor.relations@ultra-electronics.com
 Communications

 J.P. Morgan Cazenove (Lead Financial Adviser and Corporate Broker to Ultra)  +44 (0) 20 7742 4000

 Robert Constant / James Robinson / Richard Perelman / Chris Gallagher

 Numis (Financial Adviser and Corporate Broker to Ultra)                      +44 (0) 20 7260 1000

 Stuart Ord / George Price

 Engine MHP (Financial PR Adviser to Ultra)                                   +44 (0) 20 3128 8570

                                                                              +44 (0) 77 1003 2657

                                                                            Ultra@mhpc.com
 Tim Rowntree / Pete Lambie

 Tulchan Communications (Financial PR Adviser to Cobham)                      +44 (0) 20 7353 4200

 Graeme Wilson / Harry Cameron

 Rothschild & Co (Financial Adviser to Cobham)                                +44 (0) 20 7742 4000

 Aadeesh Aggarwal / Ravi Gupta / Nick Ivey / Sabina Pennings

 Credit Suisse (Financial Adviser to Cobham)                                  +44 (0)20 7888 8888

 Joe Hannon / Ben Deary / David Watkins

 Goldman Sachs (Financial Adviser to Cobham)                                  +44 (0) 20 7774 1000

 Mark Sorrell / Nick Harper / Bertie Whitehead

 Morgan Stanley & Co. (Financial Adviser to Cobham)                           +44 (0) 20 7245 8000

 Hossein Amir-Aslani / Gwen Billon / Tom Perry

 

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

 

Kirkland & Ellis International LLP is acting as legal adviser to Cobham in
connection with the Acquisition.

 

 

 Important notice

 

This Announcement is not intended to, and does not, constitute, represent or
form part of any offer, invitation or solicitation of any 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, whether
pursuant to the Acquisition or otherwise.

This Announcement does not constitute a prospectus or prospectus-equivalent
document.

 

Disclaimers

 

J.P. Morgan Cazenove, which is authorised in the United Kingdom by the PRA and
regulated in the United Kingdom by the PRA and the FCA, is acting as financial
adviser exclusively for Ultra and no one else in connection with the matters
set out in this Announcement and will not regard any other person as its
client in relation to the matters set out in this Announcement and will not be
responsible to anyone other than Ultra for providing the protections afforded
to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice
in relation to the matters set out in this Announcement or any other matter or
arrangement referred to herein.

Numis, which is authorised and regulated in the United Kingdom by the FCA, is
acting as financial adviser exclusively for Ultra and no one else in
connection with the matters set out in this Announcement and will not regard
any other person as its client in relation to the matters in this Announcement
and will not be responsible to anyone other than Ultra for providing the
protections afforded to clients of Numis, nor for providing advice in relation
to the matters set out in this Announcement or any other matter or arrangement
referred to herein. Neither Numis nor any of its affiliates owes or accepts
any duty, liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or otherwise) to
any person who is not a client of Numis in connection with this Announcement,
any statement contained herein or otherwise.

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 for Cobham and no one else in connection with
the matters described in this Announcement and will not be responsible to
anyone other than Cobham 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.

Credit Suisse International ("Credit Suisse"), which is authorised by the PRA
and regulated by the FCA and the PRA in the United Kingdom, is acting as
financial adviser exclusively for Cobham and no one else in connection with
the matters set out in this Announcement and will not be responsible to any
person other than Cobham for providing the protections afforded to clients of
Credit Suisse, nor for providing advice in relation to the content of this
Announcement or any matter referred to herein.  Neither Credit Suisse nor any
of its subsidiaries, branches or 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 Credit Suisse in connection with this Announcement, any statement
contained herein or otherwise.

Goldman Sachs International ("Goldman Sachs"), which is authorised in the
United Kingdom by the PRA and regulated in the United Kingdom by the PRA and
the FCA, is acting exclusively for Cobham and no one else in connection with
the matters set out in this Announcement.  Goldman Sachs will not be
responsible to anyone other than Cobham for providing the protections afforded
to clients of Goldman Sachs nor for providing advice in relation to any matter
referred to herein.

Morgan Stanley & Co. International plc ("Morgan Stanley") which is
authorised by the PRA and regulated by the FCA and the PRA in the UK is acting
exclusively as financial adviser to Cobham and no one else in connection with
the matters set out in this Announcement.  In connection with such matters,
Morgan Stanley, 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 contents
of this Announcement or any other matter referred to herein.

 

Overseas Jurisdictions

 

This Announcement has been prepared for the purposes of complying with English
law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance
and Transparency Rules and the Listing Rules and the 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
and Wales.

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 of, and observe, any
applicable requirements of their jurisdictions.

 

General

 

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor or
independent financial adviser duly authorised under FSMA if you are resident
in the United Kingdom or, if not, from another appropriate authorised
independent financial adviser.

 

 

 

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