TIDMUEX
RNS Number : 1919J
Urban Exposure PLC
18 December 2020
18 December 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.
THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION AS DEFINED UNDER
THE MARKET ABUSE REGULATION (EU) NO. 596/2014
Urban Exposure Plc ("the Company")
Results of Tender Offer and results of General Meeting,
Further to the tender offer launched by the Company on 30
November 2020 (the "Tender Offer") for up to 54.57 per cent. of its
issued share capital (excluding Shares held in treasury), which
closed at 1:00 p.m. on 16 December 2020, the Company today
announces:
-- that 142,524,998 ordinary shares of one penny each in the
Company (the "Shares") were validly tendered pursuant to the Tender
Offer, equal to 89.7 per cent. of the 158,822,621 Shares in issue
(excluding Shares held in treasury); and
-- that at the General Meeting of the Company held at 11.00 a.m.
today, the special resolution set out in the Notice of Meeting
dated 30 November 2020 authorising the Company to make market
purchases pursuant to the Tender Offer was unanimously passed by
way of a poll vote.
Terms used in this announcement shall have the same meaning as
set out in the Company's circular to Shareholders in respect of the
Tender Offer (the "Circular") dated 30 November 2020.
The maximum number of Shares in respect of which tenders will be
satisfied (the "Available Shares") is 86,666,666, representing
54.57 per cent. of Shares in issue (excluding Shares held in
treasury) as at 27 November 2020, being the latest practicable date
prior to the publication of the Circular.
Accordingly, Eligible Shareholders who validly tendered a
percentage of their Shares equal to or less than their Basic
Entitlement shall have all tendered Shares purchased in full under
the Tender Offer.
Eligible Shareholders who validly tendered a percentage of
Shares greater than their Basic Entitlement will have an amount of
Shares equal to their Basic Entitlement purchased in full plus
approximately 10.37 per cent. of their Excess Applications, rounded
down to the nearest whole number of Shares in accordance with the
process described in the Circular.
After taking account of the rounding down of each valid
applicant's participation to the nearest whole Share, the Company
will purchase, in aggregate, 86,666,666 Shares under the Tender
Offer. All successfully tendered Shares will be acquired for the
Tender Price of 75 pence per Share.
Payment of the Tender Price due to Eligible Shareholders in
respect of successfully tendered Shares will be made, where made by
payment through CREST, by 31 December 2020 and, where made by
cheque, by 4 January 2021. All Shares acquired by the Company
pursuant to the Tender Offer will be cancelled.
The special resolution proposed at the General Meeting held
earlier today to approve the purchase of Shares pursuant to the
Tender Offer was duly passed without amendment. The results of the
poll vote on the special resolution were as follows:
Votes for (including % of votes Votes against % of votes Votes cast Total votes Votes
discretionary) cast cast in total cast as a % withheld*
of issued
share
capital
(excl.
treasury
shares)
60,248,625 99.97% 15,369 0.03% 60,263,994 37.94% 0
------------- -------------- ------------- ------------- ------------- --------------
*A vote withheld is not a vote in law and is therefore not
counted towards the proportion of votes "for" or "against" the
special resolution.
All votes cast were proxy votes received in advance of the
meeting. Accordingly, the proxy votes received by the Company are
identical to the above.
As at 16 December 2020, the Company's issued share capital
comprised 165,000,000 Shares. Each Share carries the right to one
vote at a general meeting of the Company. The Company holds
6,177,379 ordinary shares in treasury and is not permitted to
exercise voting rights in respect of these shares. Accordingly, the
total number of shares in the Company entitling the holders to
attend and vote for or against the special resolution was
158,822,621.
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
RTEUWOURRNUUAAA
(END) Dow Jones Newswires
December 18, 2020 07:38 ET (12:38 GMT)
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