18 Dec 2020 12:38
18 December 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION AS DEFINED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014
Urban Exposure Plc ("the Company")
Results of Tender Offer and results of General Meeting,
Further to the tender offer launched by the Company on 30 November 2020 (the "Tender Offer") for up to 54.57 per cent. of its issued share capital (excluding Shares held in treasury), which closed at 1:00 p.m. on 16 December 2020, the Company today announces:
· that 142,524,998 ordinary shares of one penny each in the Company (the "Shares") were validly tendered pursuant to the Tender Offer, equal to 89.7 per cent. of the 158,822,621 Shares in issue (excluding Shares held in treasury); and
· that at the General Meeting of the Company held at 11.00 a.m. today, the special resolution set out in the Notice of Meeting dated 30 November 2020 authorising the Company to make market purchases pursuant to the Tender Offer was unanimously passed by way of a poll vote.
Terms used in this announcement shall have the same meaning as set out in the Company's circular to Shareholders in respect of the Tender Offer (the "Circular") dated 30 November 2020.
The maximum number of Shares in respect of which tenders will be satisfied (the "Available Shares") is 86,666,666, representing 54.57 per cent. of Shares in issue (excluding Shares held in treasury) as at 27 November 2020, being the latest practicable date prior to the publication of the Circular.
Accordingly, Eligible Shareholders who validly tendered a percentage of their Shares equal to or less than their Basic Entitlement shall have all tendered Shares purchased in full under the Tender Offer.
Eligible Shareholders who validly tendered a percentage of Shares greater than their Basic Entitlement will have an amount of Shares equal to their Basic Entitlement purchased in full plus approximately 10.37 per cent. of their Excess Applications, rounded down to the nearest whole number of Shares in accordance with the process described in the Circular.
After taking account of the rounding down of each valid applicant's participation to the nearest whole Share, the Company will purchase, in aggregate, 86,666,666 Shares under the Tender Offer. All successfully tendered Shares will be acquired for the Tender Price of 75 pence per Share.
Payment of the Tender Price due to Eligible Shareholders in respect of successfully tendered Shares will be made, where made by payment through CREST, by 31 December 2020 and, where made by cheque, by 4 January 2021. All Shares acquired by the Company pursuant to the Tender Offer will be cancelled.
The special resolution proposed at the General Meeting held earlier today to approve the purchase of Shares pursuant to the Tender Offer was duly passed without amendment. The results of the poll vote on the special resolution were as follows:
Votes for (including discretionary) | % of votes cast | Votes against | % of votes cast | Votes cast in total | Total votes cast as a % of issued share capital (excl. treasury shares) | Votes withheld* |
60,248,625 | 99.97% | 15,369 | 0.03% | 60,263,994 | 37.94% | 0 |
*A vote withheld is not a vote in law and is therefore not counted towards the proportion of votes "for" or "against" the special resolution.
All votes cast were proxy votes received in advance of the meeting. Accordingly, the proxy votes received by the Company are identical to the above.
As at 16 December 2020, the Company's issued share capital comprised 165,000,000 Shares. Each Share carries the right to one vote at a general meeting of the Company. The Company holds 6,177,379 ordinary shares in treasury and is not permitted to exercise voting rights in respect of these shares. Accordingly, the total number of shares in the Company entitling the holders to attend and vote for or against the special resolution was 158,822,621.
Enquiries:
Urban Exposure plc Tel: +44(0)207 408 0022
Graham Warner, Chairman
Sam Dobbyn, Chief Executive Officer
Liberum (NOMAD and Corporate Broker) Tel: +44(0)203 100 2000
Neil Patel
Gillian Martin
Louis Davies
Nikhil Varghese
UrbanExposure@liberum.com