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

19 January 2021 

Recommended Cash Acquisition

of

URBAN&CIVIC plc

by

THE WELLCOME TRUST LIMITED, AS TRUSTEE OF THE WELLCOME TRUST 

Court sanction of Scheme and suspension of trading of Urban&Civic Shares

Urban&Civic plc ("Urban&Civic") announces that the Court of Session in Scotland has today sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended all cash offer for the entire issued and to be issued share capital of Urban&Civic (the "Acquisition") by The Wellcome Trust Limited, as trustee of the Wellcome Trust ("Wellcome"), is being implemented. Full details of the Acquisition and the Offer are set out in the scheme document published by Urban&Civic on 20 November 2020 (the "Scheme Document").

It is expected that the Effective Date, and therefore completion of the Acquisition, will be 21 January 2021, which is when the Court Order is intended to be delivered to the Registrar of Companies. There has been no change to the expected timetable for the remaining steps to complete the Acquisition as set out in the announcement issued by Urban&Civic on 20 November 2020.

Additionally, Urban&Civic announces that trading in Urban&Civic Shares on the London Stock Exchange's main market for listed securities and the listing of Urban&Civic Shares on the premium segment of the Official List will each be suspended with effect from 7.30 a.m. on 21 January 2021. Applications have been made to the FCA and the London Stock Exchange in relation to the de-listing of Urban&Civic Shares from the premium segment of the Official List and the cancellation of the admission to trading of Urban&Civic Shares on the London Stock Exchange's main market for listed securities, which is expected to take place at 8.00 a.m. on 22 January 2021, subject to the Scheme becoming Effective.

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Scheme Document, a copy of which is available on the Urban&Civic website at https://www.urbanandcivic.com/investors. All references to time are to London times.

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

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.

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.

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.