22 May 2014 08:00
THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OUTSIDE OF THE UNITED KINGDOM, INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS PUBLISHED BY THE COMPANY DATED 28 APRIL 2014 (THE "PROSPECTUS").
This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of Urban&Civic plc in any jurisdiction in which any such offer or solicitation would be unlawful.
Defined terms used in this announcement have the same meanings as in the Prospectus.
Urban&Civic plc (the "Company")
Completion of Acquisition, Placing, Employee Offer, change of name, Share Consolidation and admission to trading on the Main Market
Grant of outline planning permission
Statement of directors' shareholdings and total voting rights
Further to the announcement made on 14 May 2014 in respect of the passing of the special resolution at the General Meeting, the directors of Urban&Civic plc (formerly Terrace Hill Group plc) are pleased to announce that the acquisition of Urban&Civic Holdings S.ὰ.r.l. and the Placing (and related Employee Offer) have successfully completed, the Share Consolidation has become effective and the new consolidated ordinary shares of 20p each (the "Consolidated Ordinary Shares") have today been admitted to trading on the Main Market.
In connection with completion of the Acquisition, the Company has changed its name from Terrace Hill Group plc to Urban&Civic plc.
New share certificates in respect of the Consolidated Ordinary Shares will be despatched by not later than 29 May 2014 to those shareholders who immediately before the consolidation record time held their shares in certificated form (and who held 10 or more 2p ordinary shares in the Company at such time).
The Company's ISIN is now GB00BKT04W07, its SEDOL code is BKT04W0 and its TIDM code (ticker) is UANC.
Grant of outline planning permission
On 21 May 2014 outline planning permission in relation to the Rugby Sustainable Urban Expansion Site was issued by Rugby Borough Council.
Directors' shareholdings
Number of Placing/Employee Offer Shares | Resulting total Consolidated Ordinary Shares | Resulting total % of issued share capital | |
Nigel Hugill |
111,110 | 1,198,393 | 0.85% |
Robin Butler |
111,110 | 1,198,393 | 0.85% |
Philip Leech |
222,222 | 461,169 | 0.33% |
Jon Austen |
133,334 |
236,752 |
0.17% |
Robert Adair (and family trusts) |
284,444 | 13,611,062 | 9.69% |
Alan Dickinson |
88,889 | 88,889 | 0.06% |
Robert Dyson |
111,111 | 173,411 | 0.12% |
June Barnes |
4,444 | 4,444 | 0.00% |
Duncan Hunter |
550,000 | 550,000 | 0.39% |
All shares acquired in the Placing or Employee Offer were acquired at 225p per Consolidated Ordinary Share.
Total Voting Rights
In accordance with the requirements of the FCA's Disclosure and Transparency Rule 5.6.1, the Company hereby notifies the market that the Company's issued share capital as at 22 May 2014 consisted of 140,497,109 ordinary shares of 20p each. Each ordinary share carries the right to one vote in relation to all circumstances at general meetings of the Company. The Company does not hold any ordinary shares in treasury. Therefore the total number of voting rights in the Company is 140,497,109.
The above figure may be used by shareholders and others with notification obligations as their denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.
Enquiries:
Urban&Civic plc 020 7569 1600
Nigel Hugill
FTI Consulting 020 3727 1000
(Financial Public Relations advisor)
Richard Sunderland
Stephanie Highett
THE MATERIAL SET FORTH IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES.
The distribution of this announcement in 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. Failure to comply with any such restrictions may constitute a violation of the securities laws of any jurisdiction.