Land Securities Group plc (LSE:LAND) reached an agreement to acquire U and I Group PLC (LSE:UAI) (U+I) from J O Hambro Capital Management Limited, Aberforth Partners LLP, Ennismore Fund Management Limited, Jupiter Asset Management Limited and others for approximately £190 million on November 1, 2021. As per terms, Land Securities Group plc shall pay £1.49 in cash on a fully diluted basis to be adjusted for any dividend paid before effective date. The transaction will be implemented by means of a Court-sanctioned scheme of arrangement. In order to become Effective, the Scheme must be approved by a majority representing 75% shareholders and the Resolution must be passed by U+I Shareholders. The transaction is unanimously recommended by the U+I Directors to the shareholders to vote in favor at the court meeting and the Resolution to be proposed at the General Meeting as the U+I Directors who hold U+I Shares have irrevocably undertaken to do in respect of their own beneficial holdings of 4,507,614 U+I Shares in aggregate, representing approximately 3.6%. of U+I's issued share capital on October 29, 2021. As on November 15, 2021, Land Securities Group has no intention to make any change to the continued employment of the employees and management of the U+I Group. The consideration shall be funded from existing cash resources. In addition, Land Securities Group have received letters of intent to vote in favour of the resolutions from Aberforth Partners LLP, J O Hambro Capital Management Limited, Jupiter Asset Management Limited and Ennismore Fund Management Limited representing 32% stake along with U+I Directors equivalent to 35% stake. In order to become Effective, the Scheme must be approved by a majority representing 75% shareholders at the court meeting and the shareholders meeting on December 7, 2021. As of December 7, 2021, transaction has been approved by U+I Shareholders at the Court Meeting and General Meeting. The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Scheme Document, including the Court sanctioning the Scheme at the Scheme Court Hearing, which is expected to take place on December 13, 2021. As on December 13, 2021, Court has sanctioned the Scheme. The Scheme shall become Effective upon the delivery of a copy of the Scheme Court Order to the Registrar of Companies, which is expected to occur on December 14, 2021.

The Acquisition is expected to become Effective in December 2021 or early 2022. The effective date of scheme to be December 14, 2021. The long stop date for the transaction is July 1, 2022. Alex Midgen, Sam Green and Nicholas Rodwell of N.M. Rothschild & Sons Limited acted as financial advisors to U+I Directors. Rahul Luthra, Jonathan Rowley and George Dracup of UBS AG, London Branch and Robey Warshaw LLP acted as financial advisors to Land Securities Group plc. Richard Smith, Victoria MacDuff, Ed Fife, Claire Cooke and Ian Brown of Slaughter and May acted as legal advisor to Land Securities Group. Bryan Cave Leighton Paisner LLP acted as legal advisor to U+I.

Land Securities Group plc (LSE:LAND) completed the acquisition of U and I Group PLC (LSE:UAI) (U+I) from J O Hambro Capital Management Limited, Aberforth Partners LLP, Ennismore Fund Management Limited, Jupiter Asset Management Limited and others on December 14, 2021. As on December 14, 2021, Scheme became Effective in accordance with its terms and the entire issued and to be issued ordinary share capital of U+I is now owned by Landsec Development. Dealings in U+I Shares have been suspended from trading on the London Stock Exchange's Main Market for listed securities. As the Scheme has now become Effective, Peter Williams, Sadie Morgan, Lynette Krige, Rosaleen Kerslake and Barry Bennett have tendered their resignations and have stepped down from the U+I Board. Richard Upton and Jamie Christmas remain on the U+I Board. Applications have been made to the London Stock Exchange for the cancellation of the admission to trading of the U+I Shares on the London Stock Exchange's Main Market for listed securities and to the FCA for the cancellation of the listing of U+I Shares on the Official List, which are each expected to effect from December 15, 2021.