Urban&Civic plc Recommended Cash Acquisition (4959M)
21 Januar 2021 - 1:06PM
UK Regulatory
TIDMUANC
RNS Number : 4959M
Urban&Civic plc
21 January 2021
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
21 January 2021
Recommended Cash Acquisition
of
URBAN&CIVIC plc
by
THE WELLCOME TRUST LIMITED, AS TRUSTEE OF THE WELLCOME TRUST
Scheme of arrangement becomes Effective
On 6 November 2020, the board of directors of Urban&Civic
plc ("Urban&Civic") and The Wellcome Trust Limited, as trustee
of the Wellcome Trust ("Wellcome"), announced that they had reached
agreement on the terms of a recommended all-cash acquisition of the
entire issued and to be issued share capital of Urban&Civic by
Wellcome (the "Acquisition") to be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
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").
On 19 January 2021, Urban&Civic announced that the Court had
sanctioned the Scheme at the Court Hearing held that day.
Urban&Civic and Wellcome are pleased to announce that,
following the delivery of the Court Order to the Registrar of
Companies today, the Scheme has now become Effective and the entire
issued share capital of Urban&Civic is now owned by
Wellcome.
As announced on 6 November 2020, a Scheme Shareholder on the
register of members of Urban&Civic at the Scheme Record Time,
being 6.00 p.m. on 20 January 2021, will be entitled to receive 345
pence in cash for each Scheme Share held. Settlement of the
consideration to which any Scheme Shareholder is entitled will be
effected by way of the despatch of cheques or the crediting of
CREST accounts (for Scheme Shareholders holding Scheme Shares in
certificated form and in uncertificated form, respectively) as soon
as practicable and in any event not later than 14 days after
today's date.
The listing of and dealings in Urban&Civic Shares on the
London Stock Exchange's main market for listed securities was
suspended with effect from 7.30 a.m. today. 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 listing
segment of the Official List of the FCA 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.
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 times are to London times.
Enquiries:
Urban&Civic
Nigel Hugill
David Wood +44 (0)20 7509 5555
J.P. Morgan Cazenove (Sole financial adviser
to Urban&Civic)
Bronson Albery
Celia Murray
Tara Morrison
Jonty Edwards +44 (0)20 7742 4000
FTI Consulting (Public Relations Adviser
to Urban&Civic) +44 (0)7798 926 814
Giles Barrie +44 (0)7801 654 424
Dido Laurimore urban&civic@fticonsulting.com
Email:
UBS (Financial Adviser to Wellcome)
Ian Hart +44 (0)20 7567 8000
Aadhar Patel
Brunswick (Public Relations Adviser
to Wellcome) +44 (0)20 7404 5959
Jonathan Glass
Nina Coad
Emily Trapnell
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.
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END
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