UANC.L Regulatory News (UANC)

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

20 November 2020

RECOMMENDED CASH ACQUISITIONofURBAN&CIVIC PLCbyTHE WELLCOME TRUST LIMTED AS TRUSTEE OF THE WELLCOME TRUST

to be effected by means of a scheme of arrangementunder Part 26 of the Companies Act 2006

Publication of the Scheme Document

On 6 November 2020, the Board of Urban&Civic plc ("Urban&Civic") and The Wellcome Trust Limited as trustee of the Wellcome Trust ("Wellcome"), announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Wellcome will acquire the entire issued and to be issued share capital of Urban&Civic (the "Acquisition"). The Acquisition is to be effected by means of a scheme of arrangement between Urban&Civic and the Scheme Shareholders (as defined in the Scheme) under Part 26 of the Companies Act (the "Scheme").

Publication of the Scheme Document

Urban&Civic is pleased to announce that the scheme document in relation to the Acquisition (the "Scheme Document"), together with associated Forms of Proxy for the Court Meeting and the General Meeting, are being published and sent later today to Urban&Civic Shareholders and, for information only, to persons with information rights and to holders of options under Urban&Civic Share Plans. The Scheme Document will be available, subject to certain restrictions relating to persons in Restricted Jurisdictions, on Urban&Civic's website at https://www.urbanandcivic.com/investors and on Wellcome's website at https://www.wellcome.org/about-us/investments. 

The Scheme Document sets out, among other things, a letter from the Chairman of Urban&Civic, the full terms and conditions of the Scheme, the expected timetable of principal events, a statutory explanatory statement, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Urban&Civic Shareholders.

Participants in the Urban&Civic Share Plans will shortly receive high level details of the effect of the Scheme on their awards and options and, in due course, will receive further details of the action they can take in respect of their awards and options.

Action required

As described in the Scheme Document, the Scheme is subject to the satisfaction or waiver of the Conditions and to the further terms that are set out in the Scheme Document and will require, among other things, the approval of the Scheme Shareholders at the Court Meeting and the passing of the Special Resolution at the General Meeting by the requisite majority of Urban&Civic Shareholders, and then the sanction of the Court.

The Court Meeting and the General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 10.00 a.m. (London time) and 10.15 a.m. (London time) (or as soon thereafter as the Court Meeting has concluded or been adjourned), respectively, on 14 December 2020 at the offices of Urban&Civic at 50 New Bond Street, London W1S 1BJ.

The Board of Urban&Civic, which has been so advised by J.P. Morgan Cazenove as to the financial terms of the Acquisition, considers the terms of the Acquisition to be fair and reasonable. In providing their advice to the Board of Urban&Civic, J.P. Morgan Cazenove has taken into account the commercial assessments of the Board of Urban&Civic. J.P. Morgan Cazenove is providing independent financial advice to the Board of Urban&Civic for the purposes of Rule 3 of the City Code.

Accordingly, the Board of Urban&Civic believes that the terms of the Acquisition (including the Scheme) are in the best interests of Urban&Civic Shareholders as a whole and unanimously recommend that all Scheme Shareholders vote in favour of the Scheme at the Court Meeting and all Urban&Civic Shareholders vote in favour of the Special Resolution to be proposed at the General Meeting, as all Urban&Civic Directors, who hold Urban&Civic Shares in their own name or through a nominee, have irrevocably undertaken to do in respect of their own beneficial holdings of Urban&Civic Shares.

It is important that as many votes as possible are cast (whether in person or by proxy) at the Court Meeting so that the Court may be satisfied that there is a fair representation of Scheme Shareholder opinion. Scheme Shareholders are, therefore, strongly urged to complete, sign and return the Forms of Proxy (once received) or, alternatively, submit their proxy by electronic means or through CREST, as soon as possible.

Urban&Civic Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Copies of the Scheme Document will be submitted to the National Storage Mechanism later today and will be available for inspection at www.morningstar.co.uk/uk/NSM/.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document.

Expected timetable of principal events

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this announcement. The Scheme remains conditional on the approval of Scheme Shareholders at the Court Meeting and Urban&Civic Shareholders at the General Meeting and to the satisfaction or waiver of the other Conditions set out in the Scheme Document, including the approval of the Court. The Scheme is expected to become effective by 21 January 2021.

If any of the key dates set out in the timetable change, Urban&Civic will give notice of this change by issuing an announcement through a Regulatory Information Service and a copy of such announcement will be made available on Urban&Civic's website at https://www.urbanandcivic.com/investors and Wellcome's website at https://wellcome.org/about-us/investments.

Fully diluted share capital

The Announcement previously disclosed that the value of the Acquisition is £506.0 million based on a fully diluted share capital of 146,680,897 Urban&Civic Shares, which was calculated on the basis of, among other things, any further Urban&Civic Shares which may be issued on or after the date of the Announcement, amounting in aggregate to 2,683,338 Urban&Civic Shares as at 5 November 2020.

Since the date of the Announcement, Urban&Civic notes that there are options outstanding over 212,909 Urban&Civic Shares under the Urban&Civic Deferred Share Bonus Plan which were not included in the calculation referred to above, and 4,433 options under the Terrace Hill Group Performance Share Plan and the Urban&Civic Performance Share Plan 2016 have lapsed. As set out in the Scheme Document, this means that the value of the Acquisition is £506.8 million based on a fully diluted share capital of 146,889,373 Urban&Civic Shares, which is calculated on the basis of, among other things, any further Urban&Civic Shares which may be issued or transferred on or after the date of the Announcement on the exercise of options or vesting of awards under the Urban&Civic Share Plans, amounting in aggregate to 2,891,814 Urban&Civic Shares as at the Latest Practicable Date.

Helpline

If you have any questions relating to this announcement or the completion and return of the Forms of Proxy, please contact Share Registrars Limited at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR, or by phone on 01252 821 390 from within the UK or +44 1252 821 390 if calling from outside the UK. Lines are open between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday. Calls to the 01252 821 390 number are charged at your network provider's standard rates. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Scheme (or any proposals relating to it) nor give any financial, legal or tax advice. Please note that the registrar's office is working with limited staffing during the COVID-19 pandemic.

Enquiries

CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to Urban&Civic. Slaughter and May is retained as legal adviser to Wellcome.

IMPORTANT NOTICES

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas Shareholders

The release, publication or 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their Urban&Civic 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. This announcement has been prepared for the purpose of complying with English and Scots law, the City Code, the Market Abuse Regulation, the Listing Rules and the Disclosure Guidance and Transparency 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 Scotland.

Unless otherwise determined by Wellcome or required by the City Code and permitted by applicable law and regulation, participation in the Acquisition will not be made available, 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 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 it in or into or from any Restricted Jurisdiction. 

If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the 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 Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Notice to US investors in Urban&Civic 

The Acquisition relates to the shares of a Scottish company and is being made by means of a scheme of arrangement provided for under Scottish 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 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. If, in the future, Wellcome exercises the right to implement the Acquisition by way of a takeover offer and determines to extend the offer into the US, the Acquisition will be made in compliance with applicable US laws and regulations. In accordance with normal United Kingdom practice and consistent with Rule 14e-5 under the US Exchange Act, Wellcome, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Urban&Civic outside such offer during the period in which such offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made they would be made outside the US either in the open market at prevailing prices or in private transactions at negotiated prices and would comply with applicable law, including, to the extent applicable, the US Exchange Act. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

The receipt of consideration by a US holder for the transfer of its Urban&Civic Shares pursuant to the Acquisition may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as non-US and other, tax laws. Each Urban&Civic Shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to them, including under applicable US federal, state and local, as well as non-US and other, tax laws.

It may be difficult for US holders of Urban&Civic Shares to enforce their rights and any claim arising out of the US federal laws, since Wellcome and Urban&Civic are 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 Urban&Civic Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the 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.

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 Wellcome and no one else in connection with the Offer. 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.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting as financial adviser exclusively for Urban&Civic and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Urban&Civic for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Urban&Civic and certain plans and objectives of Wellcome with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Urban&Civic, and/or Wellcome in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. 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 and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Urban&Civic nor Wellcome assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Publication on a website

This announcement and the documents required to be published pursuant to Rule 26.1 of the City Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Wellcome's website at https://wellcome.org/about-us/investments and Urban&Civic's website at https://www.urbanandcivic.com/investors promptly and in any event by no later than 12 noon (London time) on the Business Day following the date of this announcement. The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

Requesting hard copy documents

In accordance with Rule 30.3 of the City Code, Urban&Civic Shareholders, persons with information rights and participants in the Urban&Civic Share Plans may request a hard copy of this announcement by contacting Urban&Civic's registrars, Share Registrars Limited, during business hours on +44 (0)1252 821 390 or at The Courtyard, 17 West Street, Farnham, Surrey GU9 7DR or email at enquiries@shareregistrars.uk.com. 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.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Urban&Civic Shareholders, persons with information rights and other relevant persons for the receipt of communications from Urban&Civic may be provided to Wellcome during the offer period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c).

Profit forecasts and estimates

No statement in this announcement is intended to constitute a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the earnings or future earnings per share of or dividends or future dividends per share of Urban&Civic for current or future financial years will necessarily match or exceed the historical or published earnings or dividends per share of Urban&Civic.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the City 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 City 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 p.m. (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 Takeover 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.

APPENDIXEXPECTED TIMETABLE OF PRINCIPAL EVENTS

All references to time are to London time.

The Court Meeting and the General Meeting will both be held at the offices of Urban&Civic at 50 New Bond Street, London W1S 1BJ.

The dates and times given are indicative only and are based on Urban&Civic's current expectations and may be subject to change. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to Urban&Civic Shareholders by announcement through a Regulatory Information Service.