TIDMUEX
RNS Number : 8428G
Urban Exposure PLC
30 November 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.
30 November 2020
Urban Exposure Plc (the "Company")
Tender Offer
Publication of Circular
Further to the Company's announcement on 24 November 2020, the
Company has today released a circular (the "Circular") containing
both: (i) details of the Tender Offer (as defined below) for up to
54.57 per cent. of the issued share capital of the Company
(excluding Shares held in treasury) to be put forward to its
Shareholders, other than certain Overseas Shareholders (the
"Eligible Shareholders") by Liberum Capital Limited ("Liberum");
and (ii) a Notice of General Meeting to be held at 11.00 a.m. on 18
December 2020 at the offices of Hogan Lovells International LLP,
Atlantic House, Holborn Viaduct, London EC1A 2FG (the "General
Meeting") seeking Shareholder approval for the Tender Offer.
The Tender Offer is conditional upon the Company receiving the
consent of its Shareholders at the General Meeting. The Circular
sets out the background to and reasons for the Tender Offer, and
the terms and conditions to which it is subject. Terms used in this
announcement but not defined herein shall have the same meanings as
in the Circular.
Background to the Tender Offer and pricing
The tender offer (the "Tender Offer") will be for up to 54.57
per cent. of the Company's issued share capital (the "Shares")
(excluding Shares held in treasury) at a price of 75 pence per
Share (the "Tender Price") and is being made by Liberum. Liberum
will, as principal, purchase Shares that have been validly
tendered, on and subject to the terms and conditions of the Tender
Offer, by means of on-market purchases and, following the
completion of those purchases, sell them to the Company. All Shares
acquired by the Company from Liberum will be cancelled.
Since 5 May 2020, the Company has been focused solely on
completing an orderly wind-down of its assets and operations to
maximise the return of shareholder capital. The Company announced
on 22 September 2020 that it expects that returns to Shareholders
will be within a range of 72 pence to 78 pence per Share, with 90
per cent. of those proceeds expected to be returned by the end of
the third quarter of 2021.
Following implementation of the wind-down strategy, the Company
now has a cash balance of approximately GBP81 million. The Company
intends to return up to GBP65 million of this cash amount by means
of the Tender Offer.
Following completion of the Tender Offer, the Company may make
additional own-share purchases, whether by market purchases or
further tender offers, following which the Company intends to enter
into voluntary liquidation and seek cancellation of the admission
of the Company's shares to AIM. The precise timing of these steps
is, at this point, uncertain, however the Company expects some or
all of these actions to occur during the course of 2021.
All funding obligations that the Company's group has under the
terms of existing loans have been provided for in the Company's
cash projections and the return of cash pursuant to the Tender
Offer will not prevent those obligations from being fulfilled.
Terms and pricing of the Tender Offer
The Tender Price of 75 pence per Share represents a 2.6 per
cent. discount to the Company's latest published unaudited net
tangible asset value per Share of 77 pence per Share as at 30 June
2020, and a 4.2 per cent. premium to the mid-market price of 72
pence per Share as at close of business on 27 November 2020, being
the latest practicable date prior to publication of the Circular.
When the Tender Price was announced by the Company on 24 November
2020, it represented a 7.9 per cent. premium to the mid-market
price of 69.50 pence per Share as at close of business on 23
November 2020, being the last business day prior to that
announcement.
Under the terms of the Tender Offer, Eligible Shareholders will
be able to tender up to 54.57 per cent. of the Shares registered in
their name on the Register as at the Record Date (the "Basic
Entitlement"), rounded down to the nearest whole number of Shares.
Shareholders will also have the option to tender additional Shares
to the extent that other Shareholders tender less than their Basic
Entitlement. Any such excess tenders will be satisfied pro rata in
proportion to the amount tendered in excess of the Basic
Entitlement (rounded down to the nearest whole number of
Shares).
The Tender Offer will be available to Eligible Shareholders on
the Register as at the Record Date (as defined in the timetable
below).
The maximum number of Shares to be acquired under the Tender
Offer is 86,666,666 Shares, representing 54.57 per cent. of the
Shares in issue (excluding Shares held in treasury) as at 27
November 2020, being the latest practicable date prior to the date
of the Circular (the "Available Shares").
All Eligible Shareholders tendering up to their Basic
Entitlement at the Tender Price will have their tender satisfied in
full.
Eligible Shareholders tendering shares in excess of their Basic
Entitlement (an "Excess Application") at the Tender Price will have
such Excess Application fulfilled if there are remaining Available
Shares for such purpose. Such Available Shares shall be apportioned
to Eligible Shareholders pro rata to their Excess Applications
should other Eligible Shareholders not tender the full amount of
their Basic Entitlement at the Tender Price and as a result of
certain Overseas Shareholders not being permitted to participate in
the Tender Offer.
Shares which are tendered for acceptance under the Tender Offer
may not be withdrawn or sold, transferred, charged or otherwise
disposed of.
Subject to the Tender Offer becoming unconditional, payment of
the Tender Price due to Eligible Shareholders whose tenders under
the Tender Offer have been accepted will be made, where made by
payment through CREST, by 31 December 2020 and, where made by
cheque, by 4 January 2021, as described in further detail in Part
II of the Circular.
Related Party Transactions
Each of Weiss Asset Management LP, acting in its capacity as
discretionary investment manager of certain investment funds
("Weiss"), and Wellesley Group Investors Limited, is regarded as a
substantial shareholder in the Company in accordance with the
definitions of the AIM Rules.
Accordingly, the participation of each of Weiss and Wellesley
Group Investors Limited in the Tender
Offer constitutes a related party transaction for the purposes
of AIM Rule 13. Having consulted with the Company's Nominated
Adviser, Liberum, the Directors consider that the participation of
Weiss and Wellesley Group Investors Limited in the Tender Offer is
fair and reasonable insofar as the Company's Shareholders are
concerned.
Expected timetable of events
Latest time and date for receipt of Tender Forms and TTE Instructions 1.00 p.m. on 16 December 2020
Record Date for Tender Offer 6.00 p.m. on 16 December 2020
Latest time and date for receipt of Forms of Proxy for the General Meeting 11.00 a.m. on 16 December 2020
General Meeting 11.00 a.m. on 18 December 2020
Results of General Meeting announced 18 December 2020
Results of Tender Offer announced 18 December 2020
Settlement through CREST of the Tender Offer consideration, and crediting of by 31 December 2020
CREST accounts
with Shares not purchased
Despatch of cheques for settlement of the Tender Offer and despatch of balance by 4 January 2021
share certificates
All references are to London time.
Posting of Circular
The Circular, which contains the full terms and conditions of
the Tender Offer, instructions to Eligible Shareholders on how to
tender their Shares should they choose to do so, together with the
tender form (where relevant), is being posted to Eligible
Shareholders.
A copy of the Circular will shortly be available to view on the
Company's website at http://urbanexposureplc.com .
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
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END
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