UNG.L Regulatory News (UNG)

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

2 December 2021

RECOMMENDED CASH ACQUISITIONof Universe Group plc ("Universe")byInform Information Systems Limited ("IISL")

(a wholly owned subsidiary of Professional DataSolutions, Inc.)to be effected by means of a scheme of arrangementunder Part 26 of the Companies Act 2006

Publication and Posting of Scheme Document

On 23 November 2021, the boards of IISL and Universe announced that they had reached agreement on the terms and conditions of a recommended cash offer by IISL for the entire issued and to be issued share capital of Universe (the "Acquisition").

Publication and posting of the Scheme Document

Universe is pleased to announce that the scheme document containing the full terms and conditions of the Acquisition (the "Scheme Document") is being published today. The Scheme Document contains, among other things, a letter from the Chairman of Universe, an explanatory statement pursuant to section 897 of the Companies Act 2006, the notices of the Court Meeting and General Meeting, an expected timetable of principal events and details of the action to be taken by Universe Shareholders.

Hard copies of the Scheme Document are being sent to Universe Shareholders together with the related Forms of Proxy. Hard copies of the Scheme Document are also being sent, for information only, to persons with information rights and to participants in the Universe Share Plans.

Notices of the Court Meeting and General Meeting and action required

As described in the Scheme Document, to become Effective, the Scheme must be approved at the Court Meeting by a majority in number of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) who are on the register of members of Universe at the Scheme Voting Record Time present and voting (and entitled to vote), whether in person, or by proxy or by corporate representative (where applicable), via the Virtual Meeting Platform, representing at least 75 per cent. of the votes attached to the Scheme Shares cast by those Scheme Shareholders (or the relevant class or classes thereof, if applicable). The Scheme also requires the passing at the General Meeting of the Special Resolutions by the requisite majorities. The General Meeting is expected to be held immediately after the Court Meeting. Following the Meetings, the Scheme must be sanctioned by the Court. If the Scheme becomes Effective, it will be binding on all Universe Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and irrespective of whether or not they voted in favour of the resolutions at such Meetings).

Notices of the Court Meeting and the General Meeting of Universe, each of which will be held at the offices of finnCap at One Bartholomew Close, London, EC1A 7BL on 4 January 2022, are set out in the Scheme Document. The Court Meeting will start at 10.00 a.m. on that date and the General Meeting at 10.30 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned).

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholder opinion. Scheme Shareholders are therefore strongly advised to transmit a proxy appointment and voting instruction (electronically, online or through CREST or by any other procedure described in this notice) or complete and return their Form of Proxy for the Court Meeting in accordance with the instructions printed on it as soon as possible. The transmission of a proxy appointment or voting instruction electronically, online or through CREST or by any other procedure described in this document (or completion and return of the Forms of Proxy) will not prevent Scheme Shareholders from attending and voting at the Court Meeting or the General Meeting in person, if they are entitled to and wish to do so.

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

COVID-19 Restrictions

The Universe Directors note the measures issued by the UK Government in view of the ongoing COVID-19 pandemic and that, at the date of publication, there are concerns as to the imposition of additional and/or alternative measures. The Court Meeting and the General Meeting will be run in accordance with applicable legal and public health requirements. Further announcements will be made in due course, if necessary.

Shareholder Helpline

If Scheme Shareholders have any questions about the Scheme Document, the Court Meeting or the General Meeting, or how to complete the Forms of Proxy, please contact Link Group, PXS 1 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or on 0371 664 0300 from within the UK or +44 (0) 371 664 0300 if calling from outside the UK. Calls will be charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9.00 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales). Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

Cancellation of admission to trading on AIM

It is intended that dealings in Universe Shares on AIM will be suspended at 7.30 a.m. on 19 January 2022. No transfers of Universe Shares will be registered after 7.00 a.m. on that date. It is further intended that, prior to the Scheme becoming Effective, Universe will make an application for the cancellation of the admission to trading of the Universe Shares on AIM, and re-register Universe as a private limited company, to take effect shortly after the Effective Date.

On the Effective Date, share certificates in respect of Universe Shares will cease to be valid and entitlements to Universe Shares held within the CREST system will be cancelled.

Expected Timetable

The following indicative timetable sets out expected dates for the implementation of the Scheme.

If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Universe Shareholders by announcement through a Regulatory Information Service. If required by the Panel, notice of such changes will also be sent to Universe Shareholders and to holders of options or awards under the Universe Share Plans.

The Court Meeting and the General Meeting will both be held at the offices of finnCap at 1 Bartholomew Close, London, England, EC1A 7BL on 4 January 2022.

 Notes:

(1) If the BLUE Form of Proxy for the Court Meeting is not lodged by the time stated above, shareholders may still complete it and hand it in when attending the meeting. However, in order to be valid, the WHITE Form of Proxy for the General Meeting must be lodged no later than 10:30 a.m. on 30 December 2021 (or, if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned Meeting (excluding any part of a day which is not a working day)). Please see "Action to be taken" on pages 38 to 39 of the Scheme Document.

(2) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be close of business on the day which is two days (excluding any part of a day that is a non-working day) before the date of such adjourned Meeting.

(3) To commence at 10:30 a.m. (or as soon as reasonably practicable thereafter as the Court Meeting shall have been concluded or adjourned).

(4) The dates are indicative only and will depend on, among other things, the dates on which the Court sanctions the Scheme and a copy of the Scheme Court Order to sanction the scheme is delivered to the Registrar of Companies. If the expected date of the Scheme Court Hearing is changed, Universe will give adequate notice of the changes by issuing an announcement through a Regulatory Information Service and by posting notice of these dates on the following website: https://universeplc.com/investor-relations/.

(5) This date will be the date on which a copy of the Scheme Court Order is delivered to the Registrar of Companies.

(6) This is the latest date by which the Scheme may become Effective unless a later date is agreed between Universe and IISL the Panel and the Court may allow (if such approval(s) are required).

All references in this announcement and the Scheme Document are to times are to London, England time unless otherwise stated.

Unless otherwise defined, all capitalised terms in this announcement (the "Announcement") shall have the same meaning given to them in the Scheme Document.

Enquiries:

Willkie Farr & Gallagher (UK) LLP is acting as legal adviser to PDI and IISL.

Eversheds Sutherland (International) LLP is acting as legal adviser to Universe.

Important Notices

finnCap, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Universe as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than Universe for providing the protections afforded to clients of finnCap or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither finnCap nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with this announcement, any statement contained in this announcement or otherwise.

VSA Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for PDI and IISL as financial adviser and no one else in connection with the Acquisition and will not be responsible to anyone other than PDI or IISL for providing the protections afforded to clients of VSA Capital or for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither VSA Capital nor any of its subsidiaries, affiliates or branches owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of VSA Capital in connection with this announcement, any statement contained in this announcement or otherwise.

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 an invitation to purchase, any securities or the solicitation of an offer to buy any securities, or of any vote or any approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition shall be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made) which, together with the forms of proxy (or forms of acceptance), shall contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any vote in respect of, or acceptance of, the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the offer document to be published by IISL).

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

Overseas Shareholders

This Announcement has been prepared for the purpose of complying with English law, the Takeover Code, the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules and the AIM 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 of England.

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the UK may be restricted by law. Persons who are not resident in the UK or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements. The availability of the Acquisition to Universe Shareholders who are not resident in the UK (and, in particular, their ability to vote their Universe Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf) may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the UK should inform themselves of, and observe, any applicable requirements, as any failure to comply with such requirements 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.

Unless otherwise determined by IISL or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition shall 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 all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction. 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.

The Acquisition will be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange and the Financial Conduct Authority. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

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

Additional Information for US Investors in Universe

The Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act.

Accordingly, the Scheme will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this Announcement and the Scheme documentation has been or will have been prepared in accordance with International Financial Reporting Standards 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 IISL were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer would be made in compliance with applicable US laws and regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the US by IISL and no one else.

The receipt of cash pursuant to the Acquisition by a US Universe Shareholder as consideration for the transfer of its Universe Shares pursuant to the Scheme will likely be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Universe Shareholders are urged to consult their independent professional advisers immediately regarding the tax consequences of the Acquisition applicable to them.

It may be difficult for US Universe Shareholders to enforce their rights and claims arising out of the US federal securities laws, since Universe is located in a country other than the US, and some or all of its officers and directors may be residents of countries other than the US. US Universe Shareholders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 jurisdiction and judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, IISL, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Universe Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, each of VSA Capital and finnCap will continue to act as a connected exempt principal trader in Universe Shares on the London Stock Exchange. If such purchases or arrangements to purchase were to be made they would occur either in the open market at prevailing prices or in private transactions at negotiated prices and comply with applicable law, including the US Exchange Act. Any information about such purchases or arrangements to purchase 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.

Forward Looking Statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by PDI, IISL or Universe contain statements about the IISL Group and the Universe Group that are or may be deemed to be forward looking statements. All statements other than statements of historical facts included in this Announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "shall", "should", "anticipates", "estimates", "projects", "is subject to", "budget", "scheduled", "forecast" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the IISL Group's or the Universe Group's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the IISL Group's or the Universe Group's business.

Such 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 IISL and Universe about future events, and are therefore subject to risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements, including: increased competition, the loss of or damage to one or more key customer relationships, the failure of one or more key suppliers, the outcome of business or industry restructuring, the outcome of any litigation, changes in economic conditions, currency fluctuations, changes in interest and tax rates, changes in laws, regulations or regulatory policies, developments in legal or public policy doctrines, technological developments, the failure to retain key management, or the timing and success of future acquisition opportunities or major investment projects. 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 IISL nor Universe, nor any of their respective associates, directors, officers, employees 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. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date hereof. All subsequent oral or written forward looking statements attributable to any member of the IISL Group or the Universe Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.

IISL and Universe expressly disclaim any obligation to update any forward looking or other statements contained herein, except as required by applicable law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Universe for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Universe.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 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 Takeover Code, any person who is, or becomes, interested in 1 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 Panel's website at http://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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information provided by Universe Shareholders, persons with information rights and other relevant persons for the receipt of communications from Universe may be provided to IISL during the Offer Period as required under Section 4 of Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

Publication on Website and Availability of Hard Copies

A copy of this Announcement and the documents required to be published by Rule 26 of the Takeover Code shall be made available subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Universe's website at https://universeplc.com/investor-relations by no later than 12 noon (London time) on the business day following the Announcement Date. For the avoidance of doubt, the contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

Universe Shareholders may request a hard copy of this Announcement by contacting Link Group between 9.00 a.m. to 5.30 p.m. Monday to Friday (except public holidays in England and Wales) on 0371 664 0300 (or if calling from outside the UK +44 (0) 371 664 0300) or by submitting a request in writing to the Registrar of Companies at Link Group, PSX 1, 10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL. Universe Shareholders may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate. If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.