Recommended Cash Acquisition

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.

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.