14 Dec 2020 16:25
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
14 December 2020
RECOMMENDED CASH ACQUISITIONofURBAN&CIVIC PLCbyTHE WELLCOME TRUST LIMITED, AS TRUSTEE OF THE WELLCOME TRUST
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Results of Court Meeting and General Meeting
Urban&Civic plc ("Urban&Civic") is pleased to announce the results from the Court Meeting and the General Meeting held earlier today in connection with the recommended cash acquisition of the entire issued and to be issued share capital of Urban&Civic by The Wellcome Trust Limited, as trustee of the Wellcome Trust ("Wellcome") (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").
Full details of the resolutions passed are set out in the notices to the Court Meeting and the General Meeting contained in the scheme document published by the Company on 20 November 2020 in connection with the Acquisition (the "Scheme Document").
At the Court Meeting, the requisite majority of Scheme Shareholders voted in favour of the resolution to approve the Scheme.
At the General Meeting, the requisite majority of Urban&Civic Shareholders voted to pass the Special Resolution to approve and implement the Scheme (including, without limitation, the amendment to the Urban&Civic Articles).
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.
Results of Court Meeting | Number of Scheme Shares voted | Percentage of Scheme Shares voted(1)(2) | Number of Scheme Shareholders who voted | Percentage of Scheme Shareholders who voted(1)(2) | Number of Scheme Shares voted as a percentage of the total number of Scheme Shares(1)(2) |
For(3) | 67,915,013 | 99.57% | 356 | 96.22% | 48.22% |
Against | 291,395 | 0.43% | 14 | 3.78% | 0.21% |
Total | 68,206,408 | 100% | 370 | 100% | 48.43% |
(1) The total number of Scheme Shares in issue at the Voting Record Time was 140,833,875. Consequently, the total voting rights in Urban&Civic at the Voting Record Time were 140,833,875. | |||||
(2) Rounded to two decimal places. (3) Proxy appointments which gave discretion to the Chairman of the Court Meeting have been included in the "For" total.
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Voting results of the General Meeting
The table below sets out the results of the poll at the General Meeting. Each Urban&Civic Shareholder, present in person or by proxy, was entitled to one vote per Urban&Civic Share held at the Voting Record Time.
Results of General Meeting | Number of Urban&Civic Shares voted | Percentage of Urban&Civic Shares voted(1)(2) | Number of Urban&Civic Shares voted as a percentage of the issued ordinary share capital(1)(2) |
For(3) | 67,917,459 | 99.67% | 46.78% |
Against | 222,252 | 0.33% | 0.15% |
Withheld(4) | 8,386 | - | - |
Total | 68,139,711 | 100% | 46.93% |
(1) The total number of Urban&Civic Shares in issue at the Voting Record Time was 145,179,582. Consequently, the total voting rights in Urban&Civic at the Voting Record Time were 145,179,582. | |||
(2) Rounded to two decimal places. | |||
(3) Proxy appointments which gave discretion to the Chairman of the General Meeting have been included in the "For" total. (4) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Special Resolution. | |||
Timetable
The expected timetable of principal events for the implementation of the Scheme remains as set out on page 9 of the Scheme Document. Subject to the Scheme being sanctioned by the Court at the Court Hearing and the delivery of the Court Order to the Registrar of Companies, the Scheme is expected to become Effective on the second Business Day following the Court Hearing, which is expected to occur on 21 January 2021.
If there are any changes to any of the dates and/or times set out in the expected timetable, the revised dates and/or times will be notified by announcement through a Regulatory Information Service.
General
Copies of the resolutions passed at the Court Meeting and the General Meeting will be submitted today to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM. The Scheme Document is also available for inspection on the National Storage Mechanism.
Unless otherwise defined, all capitalised terms in this announcement shall have the same 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.
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Enquiries:
Urban&CivicNigel Hugill David Wood
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+44 (0)20 7509 5555 |
J.P. Morgan Cazenove (Sole financial adviser to Urban&Civic)Bronson Albery Celia Murray TaraMorrison Jonty Edwards
| +44 (0)20 7742 4000 |
FTI Consulting (Public Relations Adviser to Urban&Civic)Giles Barrie Dido Laurimore Email:
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+44 (0)7798 926 814 +44 (0)7801 654 424 urban&civic@fticonsulting.com |
CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to Urban&Civic.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation. The person responsible for this announcement on behalf of Urban&Civic is Heather Williams, Company Secretary.
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 contains the full terms and conditions of the Acquisition.
This announcement does not constitute a prospectus or prospectus equivalent document.
IMPORTANT NOTICES
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. 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. 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 are 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 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.
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 Prudential Regulatory Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority, 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.
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).