UDG.L Regulatory News (UDG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

25 June 2021 

Recommended Cash Offer for

UDG Healthcare plc ("UDG" or the "Company")

by

Nenelite Limited ("BidCo")

 (a newly incorporated company and Affiliate of Clayton, Dubilier & Rice, LLC as manager of CD&R Funds X and XI)

to be implemented by way of a scheme of arrangement under Chapter 1 of Part 9 of the Companies Act 2014

Announcement: Scheme Meeting and Extraordinary General Meeting Adjourned

Further to the announcement made earlier today by the Company, the Board of UDG confirms that the Scheme Meeting and the Extraordinary General Meeting were duly adjourned today, in each case until further notice. The Company will notify UDG Shareholders of the date, time and place of the adjourned Meetings in due course.

Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Enquiries:

Statements Required by the Takeover Rules

The UDG Directors accept responsibility for the information contained in this announcement relating to UDG, the UDG Group and the UDG Directors and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the UDG Directors (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

Important Notices

Goldman Sachs International, which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting as financial adviser to UDG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in connection with any matter referred to herein. Goldman Sachs International has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

N.M. Rothschild and Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to UDG, including providing independent financial advice to the UDG Directors for the purposes of Rule 3 of the Takeover Rules, and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than UDG 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. Rothschild & Co has given, and not withdrawn, its consent to the inclusion of its advice in this announcement in the form and context in which it is included.

J&E Davy ("Davy"), which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as corporate broker and corporate finance adviser to UDG and no one else in connection with the matters described in this announcement and will not be responsible to any person for providing the protections afforded to customers of Davy or for advising any other person in connection with any matter referred to herein.

Liberum Capital Limited, which is authorised and regulated by the FCA, is acting as corporate broker to UDG and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Liberum Capital Limited nor for providing advice in connection with any matter referred to herein.

Peel Hunt LLP ('Peel Hunt'), which is authorised and regulated in the United Kingdom by the FCA, is acting as corporate broker for UDG and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than UDG for providing the protections afforded to clients of Peel Hunt or for providing advice in connection with any matter referred to herein.

Further Information

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Acquisition will be made solely through the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document), which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any acceptance or other response to the Acquisition should be made only on the basis of the information in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document).

Overseas Shareholders

The availability of the Acquisition to Ulysses Shareholders who are not resident in and citizens of Ireland or the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in Ireland or the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in Ireland or the United Kingdom to vote their Ulysses Shares with respect to the Scheme at the Adjourned Scheme Meeting, or to appoint another person as proxy to vote at the Adjourned Scheme Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. Further details in relation to Overseas Shareholders will be contained in the Revised Scheme Document.

Unless otherwise determined by Bidco or required by the Takeover Rules, and permitted by applicable law and regulation, 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 Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. 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. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover 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 Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Notice to US investors in Ulysses

The Acquisition relates to the shares of an Irish company and is being made by means of a scheme of arrangement provided for under Irish company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Ireland to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement has been prepared in accordance with IFRS and thus 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.

If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the US, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act and any applicable exemptions provided thereunder.

It may be difficult for US holders of Ulysses Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and Ulysses 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 Ulysses 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 judgment.

Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition, or determined if this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the US.

US Ulysses Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US Ulysses Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

In accordance with, and to the extent permitted by, the Takeover Rules and normal Irish and UK market practice, Citigroup and their respective affiliates may continue to act as exempt principal traders or exempt market makers in Ulysses Shares on the London Stock Exchange and will engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law, to the extent permitted by Rule 14e-5(b) under the US Exchange Act. In addition, in compliance with the Takeover Rules and to the extent permitted under Rule 14e-5(b) under the US Exchange Act, Bidco, certain Affiliates or their respective nominees, or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Ulysses securities other than pursuant to the Acquisition, either in the open market at prevailing prices or through privately negotiated purchases at negotiated prices outside the United States until the date on which the Scheme becomes Effective, lapses or is otherwise withdrawn (or, if the Acquisition is implemented by way of a Takeover Offer, before or during the period in which such Takeover Offer would remain open for acceptance). To the extent required by Rule 14e-5(b) under the US Exchange Act, such purchases, or arrangements to purchase, must comply with Irish law, the Takeover Rules and the UK Listing Rules. Any information about such purchases will be disclosed to the Takeover Panel and, to the extent that such information is required to be publicly disclosed in Ireland in accordance with applicable regulatory requirements, will be made available to all investors (including US investors) via the Regulatory Information Service on the London Stock Exchanges website, www.londonstockexchange.com.

Forward-looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Ulysses contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Ulysses about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Ulysses (including their future prospects, developments and strategies), the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budgeted", "projects", "strategy", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Ulysses believe that the expectations reflected in such forward-looking statements are reasonable, Ulysses can give no assurance that such expectations will prove to be correct. 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. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Ulysses operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Ulysses operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Ulysses, nor any of its respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements. Other than in accordance with its legal or regulatory obligations, Ulysses is not under any obligation, and Ulysses expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Disclosure requirements of the Takeover Rules

Under the provisions of Rule 8.3 of the Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in, 1 per cent. or more of any class of "relevant securities" of UDG, all "dealings" by such person in any "relevant securities" of UDG (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities") must be publicly disclosed by not later than 3:30 pm (Irish time) on the "business day" in Dublin following the date of the relevant transaction. This requirement will continue until the date on which the "offer period" ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an "interest" in "relevant securities" of UDG, they will be deemed to be a single person for the purpose of Rule 8.3 of the Takeover Rules.

Under the provisions of Rule 8.1 of the Takeover Rules, all "dealings" in "relevant securities" of UDG by CD&R or Bidco, or by any party Acting in Concert with either of them, must also be disclosed by no later than 12 noon (Irish time) on the "business day" in Dublin following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, can be found on the Irish Takeover Panel's website at www.irishtakeoverpanel.ie.

"Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Takeover Rules, which can also be found on the Irish Takeover Panel's website. If you are in any doubt as to whether or not you are required to disclose a dealing under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

No profit forecasts, estimates or quantified benefits statements

Nothing in this announcement is intended, or is to be construed, as a profit forecast, profit estimate or quantified benefits statement for any period. Save for the Ulysses Profit Forecast, no statement in, or in any statement referred to in, this announcement or the 2.5 Announcement should be interpreted to mean that earnings or earnings per share for Ulysses for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Ulysses.

Rule 2.10 - Relevant Securities in Issue

In accordance with Rule 2.10 of the Irish Takeover Rules, UDG confirms that as of 24 June 2021 its issued ordinary share capital is comprised of 251,974,223 ordinary shares of €0.05 each (the "Ordinary Shares"). The Ordinary Shares are admitted to trading on the London Stock Exchange. The International Securities Identification Number for these securities is IE0033024807. UDG also has 7,528,066 redeemable ordinary shares of nominal value €0.05 each in issue, all of which shares are held by a wholly owned subsidiary of UDG. As at 24 June 2021, there were 3,270,392 outstanding options to subscribe for 3,270,392 UDG Shares.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on UDG's website at www.udghealthcare.com and by no later than 12 noon on the business day following this announcement.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.