TIDMUNG
RNS Number : 2041T
Professional Datasolutions, Inc.
23 November 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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 November 2021
RECOMMED CASH ACQUISITION
of Universe Group plc ("Universe")
by
Inform Information Systems Limited ("IISL")
(a wholly owned subsidiary of Professional DataSolutions,
Inc.)
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
Summary
-- The boards of directors of Universe and IISL are pleased to
announce that they have reached agreement on the terms and
conditions of a recommended cash offer by IISL for the entire
issued, and to be issued, ordinary share capital of Universe (the
"Acquisition") . It is intended that the Acquisition be effected by
means of a court--sanctioned scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Companies Act") (although IISL
reserves the right to effect the Acquisition by way of a Takeover
Offer, subject to the terms of the Co-operation Agreement and
consent of the Panel) .
-- Under the terms of the Acquisition, each Universe Shareholder will be entitled to receive:
for each Universe Share: 12 pence in cash
-- The Acquisition values Universe's entire issued, and to be
issued, ordinary share capital at approximately GBP33.1 million on
a fully diluted basis.
The Acquisition Price represents a premium of approximately
-- 129 per cent. to the Closing Price of 5.25 pence per Universe
Share on 22 November 2021 (being the last Business Day prior to the
Announcement Date);
-- 165 per cent. to the volume weighted average price per
Universe Share of 4.52 pence for the one-month period ending on 22
November 2021 (being the last Business Day prior to the
Announcement Date); and
-- 163 per cent. to the volume weighted average price per
Universe Share of 4.56 pence for the three - month period ending on
22 November 2021 (being the last Business Day prior to the
Announcement Date ).
-- If any dividend or other distribution is declared, made or
paid in respect of Universe Shares on or after the Announcement
Date, IISL reserves the right to reduce the Acquisition Price by
the amount of such dividend or other distribution, in which case
any reference in this Announcement to the Acquisition Price payable
under the terms of the Acquisition will be deemed to be a reference
to the Acquisition Price so reduced. In such circumstances,
Universe Shareholders would be entitled to receive and retain any
such dividend or other distribution.
Background to and reasons for the Acquisition
-- PDI believes that the acquisition of Universe by IISL
represents an attractive opportunity for PDI to expand from both a
geography and solution perspective.
-- The combination of PDI and Universe will offer enhanced
breadth and depth of services, and create a leading global platform
supported by leading technology to drive high value integrated
solutions to clients. PDI is confident that the combination will
facilitate even greater success for both companies and create
opportunities to develop talent, while crystallising attractive
value creation for PDI's shareholders.
-- PDI helps convenience retailers and petroleum wholesalers
thrive through digital transformation and enterprise software that
enables them to grow topline revenue, optimise operations and unify
their business across the entire value chain. Over 1,500 customers
in more than 200,000 locations worldwide count on PDI's leading
ERP, logistics, fuel pricing, security, and marketing cloud
solutions to provide insights that increase volume, margin and
customer loyalty. For more than 35 years, PDI's comprehensive suite
of solutions and unmatched expertise have helped customers
reimagine their enterprise and deliver exceptional customer
experiences.
-- PDI has a long track record of success, delivering services
to clients in a range of sectors. In addition, PDI is a highly
experienced acquirer and has a proven track record of successful
M&A, having completed 21 acquisitions since 2016.
-- In order to maximise its future potential, PDI believes that
Universe will be better suited to a private company environment.
This will release Universe from the costs associated with being a
listed company as well as short term financial reporting. Further,
with appropriate support and assistance from PDI, Universe will be
able to concentrate on long term organic growth and strengthen its
client proposition.
Universe recommendation
-- The Universe Directors, who have been so advised by finnCap
as to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing its
financial advice to the Universe Directors, finnCap has taken into
account the commercial assessments of the Universe Directors.
finnCap is providing independent financial advice to the Universe
Directors for the purpose of Rule 3 of the Takeover Code.
-- Accordingly, the Universe Directors intend to recommend
unanimously that Universe Shareholders vote in favour of the Scheme
at the Court Meeting and in favour of the Special Resolution(s) to
be proposed at the Universe General Meeting as the Universe
Directors who hold interests in Universe Shares have irrevocably
undertaken to do in respect of their own beneficial holdings of
25,786,686 Universe Shares representing, in aggregate,
approximately 9.88 per cent. of Universe's issued ordinary share
capital on 22 November 2021 (being the last Business Day prior to
the Announcement Date).
Irrevocable undertakings and letters of intent
-- In addition to the irrevocable undertakings from the Universe
Directors who hold interests in Universe Shares, Harwood Capital
LLP has provided an irrevocable undertaking to vote in favour of
the Scheme at the Court Meeting and in favour of the Special
Resolution(s) to be proposed at the Universe General Meeting in
respect of 44,531,850 Universe Shares, representing, in aggregate,
approximately 17.06 per cent. of Universe's issued ordinary share
capital on 22 November 2021 (being the last Business Day prior to
the Announcement Date).
-- In addition, Downing LLP has provided an irrevocable
undertaking to vote in favour of the Scheme at the Court Meeting
and in favour of the Special Resolution(s) to be proposed at the
Universe General Meeting in respect of 44,058,131 Universe Shares,
representing, in aggregate, approximately 16.88 per cent. of
Universe's issued ordinary share capital on 22 November 2021 (being
the last Business Day prior to the Announcement Date).
-- Ennismore Fund Management Limited has provided a letter of
intent to vote in favour of the Scheme at the Court Meeting and in
favour of the Special Resolution(s) to be proposed at the Universe
General Meeting in respect of 19,281,995 Universe Shares, for which
it is able to exercise all rights, representing, in aggregate,
approximately 7.39 per cent. of Universe's issued ordinary share
capital on 22 November 2021 (being the last Business Day prior to
the Announcement Date).
-- IISL has therefore received irrevocable undertakings and a
letter of intent in respect of a total of 138,658,662 Universe
Shares representing, in aggregate, approximately 51.20 per cent. of
Universe's issued ordinary share capital on 22 November 2021 (being
the last Business Day prior to the Announcement Date).
-- Further details of these irrevocable undertakings (including
the circumstances in which they shall cease to be binding) and the
letter of intent are set out in Appendix III to this
Announcement.
Information on Universe
Universe is a leading financial technology company, which
designs, develops and supports point of sale, payment and online
loyalty solutions and systems for the petrol forecourt and
convenience store markets in the United Kingdom.
Information on IISL and PDI
-- IISL is a private limited company incorporated in England and
Wales on 13 December 1990 with company number 02568442 having its
registered office at 5 New Street Square, London, England, EC4A
3TW. The entire issued share capital of IISL is owned directly by
PDI. IISL's principal activity is the supply and maintenance of
software and associated professional services. The directors of
IISL are James Frangis, Christine Hatcher and Stacey
Smotherman.
-- The annual report of IISL for the financial year ended 31
December 2019 is available at the website of the UK Registrar of
Companies at
https://find-and-update.company-information.service.gov.uk/company/02568442/filing-history
.
-- PDI is a leader in enterprise management software for the
convenience retail and petroleum wholesale markets. PDI helps its
customers thrive through digital transformation and enterprise
software that enables them to grow topline revenue, optimise
operations and unify their business across the entire value chain.
More than 1,500 companies, representing more than 200,000 locations
worldwide, use PDI's solutions and expertise. PDI's revenue for the
financial year ended 31 December 2020 was $360.7 million.
-- PDI is a portfolio company of the private equity group
Insight Partners, with Insight holding a majority stake in PDI and
with each of Genstar Capital and TA Associates holding a minority
stake.
-- Insight Partners is a leading global venture capital and
private equity firm investing in high-growth technology and
software companies that are driving transformative change in their
industries. Founded in 1995, Insight Partners has more than $30
billion in capital commitments and invested in over 400 companies
worldwide. Its mission is to find, fund and work successfully with
visionary executives, providing them with practical, hands-on
growth expertise to foster long-term success. Its market reach
gives executive teams access to networks, customers, resources,
data, acquisition targets, and counsel. Its scale provides
companies with a platform to win in M&A and organic growth.
-- Genstar Capital is a leading private equity firm that has
been actively investing in high quality companies for over 30
years. Based in San Francisco, Genstar works in partnership with
its management teams and its network of strategic advisors to
transform its portfolio companies into industry-leading businesses.
Genstar currently has approximately $33 billion of assets under
management and targets investments focused on targeted segments of
the software, financial services, industrials, and healthcare
industries.
-- TA Associates is a leading global growth private equity firm.
Focused on targeted sectors within five industries - technology,
healthcare, financial services, consumer and business services -
the firm invests in profitable, growing companies with
opportunities for sustained growth, and has invested in more than
550 companies around the world. Investing as either a majority or
minority investor, TA employs a long-term approach, utilizing its
strategic resources to help management teams build lasting value in
high quality growth companies. TA has raised $47.5 billion in
capital since its founding in 1968. The firm's more than 100
investment professionals are based in Boston, Menlo Park, London,
Mumbai and Hong Kong.
-- PDI believes the global convenience retail industry will
benefit from the combination of Universe and PDI, based on
complementary solutions in point-of-sale, payments, and back
office, as well as similarly strong reputations in their shared
industry.
Timetable and Conditions
-- It is intended that the Acquisition be effected by means of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act (although IISL reserves the right to effect the
Acquisition by way of a Takeover Offer, subject to the terms of the
Co-operation Agreement and the consent of the Panel).
-- The Scheme will be put to Universe Shareholders for approval
at the Court Meeting and at the Universe General Meeting. In order
to become Effective, (i) the Scheme must be approved by a majority
in number of the Scheme Shareholders voting at the Court Meeting,
either in person or by proxy, representing at least 75 per cent. in
value of the Universe Shares voted at that meeting, (ii) the
Special Resolution(s) approving and implementing the Scheme must be
passed by Universe Shareholders representing at least 75 per cent.
of votes cast at the Universe General Meeting and (iii) the Scheme
must be sanctioned by the Court; and (iv) the Court Order must be
delivered to the Registrar of Companies.
-- The Acquisition is subject to the Conditions and further
terms set out in Appendix I to this Announcement and to be set out
in full in the Scheme Document. It is expected that the Scheme will
become Effective early in 2022.
-- The Scheme Document, containing further information about the
Acquisition and notices of the Court Meeting and the Universe
General Meeting, together with the forms of proxy for use at the
Court Meeting and the Universe General Meeting, will be published
as soon as practicable and in any event within 28 days of the
Announcement Date or such later date as Universe, IISL and the
Panel agree.
-- Commenting on the Acquisition, Andrew Blazye, Executive Chairman of Universe, said:
"The new Universe Executive team has come together recently and
has already made good progress in defining and executing the
Company strategy. I would personally like to thank all the
employees of Universe for welcoming the new Executive team so
readily and for all their hard work and support over recent
months.
Whilst the Board and management team believe in the future of
the business in its current guise, we welcome the opportunity for
the Universe shareholders to realise their investment at a premium
of 129% to yesterday's closing price.
With its focus on the Fuel and Forecourt market, and its
commitment to investment in associated customer solutions, the
Universe Directors believe that PDI will be an excellent partner to
Universe and its management and employees. We believe the proposed
transaction reflects these opportunities."
-- Commenting on the Acquisition, James Frangis, CEO at PDI and director of IISL said:
" We are delighted to have reached agreement on the terms of the
Offer with the board of Universe. This represents a great deal for
Universe shareholders. The combination of PDI and Universe will
allow for PDI point-of-sale (POS) solutions continued growth in a
more complete integrated solution. Additionally, the combined
organisation will create a strong foundation to serve petrol
convenience customers throughout the rest of Europe."
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement including the Appendices.
The Acquisition will be subject to the Conditions and further terms
set out in Appendix I to this Announcement and to the full terms
and conditions which will be set out in the Scheme Document.
Appendix II to this Announcement contains the sources of
information and bases of calculations of certain information
contained in this summary and the Announcement, Appendix III
contains a summary of the irrevocable undertakings and the letter
of intent received in relation to this Acquisition and Appendix V
contains definitions of certain expressions used in this summary
and in this Announcement.
Enquiries:
Universe Group plc T: +44 2380 689 510
Andrew Blazye, Neil Radley, Adrian Wilding
finnCap Ltd (Sole Rule 3 Financial Adviser T: +44 2072 200 500
to Universe)
Corporate Finance: Henrik Persson, Seamus
Fricker
ECM: Richard Chambers
IFC Advisory (Media Relations Adviser T: +44 2039 346 632
to Universe)
Tim Metcalfe
Professional DataSolutions, Inc. T: +1 254 410 7600
Nick Reising, Brad McGuinness
VSA Capital Limited (Financial Adviser T: +44 20 3005 5000
to PDI and IISL)
Andrew Raca, Maciek Szymanski, Vivian
Papasotiriou
Willkie Farr & Gallagher (UK) LLP is acting as legal adviser
to PDI and IISL.
Eversheds Sutherland (International) LLP is acting as legal
adviser to Universe.
Important Notices
finnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Universe as financial
adviser and no one else in connection with the Acquisition and will
not be responsible to anyone other than Universe for providing the
protections afforded to clients of finnCap or for providing advice
in relation to the Acquisition or any other matters referred to in
this announcement. Neither finnCap nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of finnCap in connection with this
announcement, any statement contained in this announcement or
otherwise.
VSA Capital, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for PDI and IISL as financial
adviser and no one else in connection with the Acquisition and will
not be responsible to anyone other than PDI or IISL for providing
the protections afforded to clients of VSA Capital or for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement. Neither VSA Capital nor any of its
subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of VSA Capital in
connection with this announcement, any statement contained in this
announcement or otherwise.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer to
sell or an invitation to purchase, any securities or the
solicitation of an offer to buy any securities, or of any vote or
any approval in any jurisdiction, pursuant to the Acquisition or
otherwise. The Acquisition shall be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, any document by which the Takeover Offer is made)
which, together with the forms of proxy (or forms of acceptance),
shall contain the full terms and Conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
vote in respect of, or acceptance of, the Acquisition should be
made only on the basis of the information contained in the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document to be published by IISL).
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying
with English law, the Takeover Code, the Market Abuse Regulation,
the Disclosure Guidance and Transparency Rules and the AIM Rules
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside of England.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the UK may be restricted
by law. Persons who are not resident in the UK or who are subject
to other jurisdictions should inform themselves of, and observe,
any applicable requirements. The availability of the Acquisition to
Universe Shareholders who are not resident in the UK (and, in
particular, their ability to vote their Universe Shares with
respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf) may
be affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the UK should inform
themselves of, and observe, any applicable requirements, as any
failure to comply with such requirements may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by IISL or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality
or form within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all
documents relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The Acquisition will be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange and the
Financial Conduct Authority. Further details in relation to
Overseas Shareholders will be contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Additional Information for US Investors in Universe
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme will be subject to disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which are different from the disclosure requirements
of the US tender offer and proxy solicitation rules. The financial
information included in this Announcement and the Scheme
documentation has been or will have been prepared in accordance
with International Financial Reporting Standards and thus may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US. If IISL were to
elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer would be made in compliance with applicable US
laws and regulations, including Section 14(e) of the US Exchange
Act and Regulation 14E thereunder. Such a Takeover Offer would be
made in the US by IISL and no one else.
The receipt of cash pursuant to the Acquisition by a US Universe
Shareholder as consideration for the transfer of its Universe
Shares pursuant to the Scheme will likely be a taxable transaction
for US federal income tax purposes and under applicable US state
and local, as well as foreign and other, tax laws. Universe
Shareholders are urged to consult their independent professional
advisers immediately regarding the tax consequences of the
Acquisition applicable to them.
It may be difficult for US Universe Shareholders to enforce
their rights and claims arising out of the US federal securities
laws, since Universe is located in a country other than the US, and
some or all of its officers and directors may be residents of
countries other than the US. US Universe Shareholders may not be
able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's jurisdiction and judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, IISL, certain affiliated companies
and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, Universe Shares outside
of the US, other than pursuant to the Acquisition, until the date
on which the Acquisition and/or Scheme becomes Effective, lapses or
is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of
the US Exchange Act, each of VSA Capital and finnCap will continue
to act as a connected exempt principal trader in Universe Shares on
the London Stock Exchange. If such purchases or arrangements to
purchase were to be made they would occur either in the open market
at prevailing prices or in private transactions at negotiated
prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases or arrangements to
purchase will be disclosed as required in the UK, will be reported
to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
Forward Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by PDI, IISL or
Universe contain statements about the IISL Group and the Universe
Group that are or may be deemed to be forward looking statements.
All statements other than statements of historical facts included
in this Announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "shall", "should", "anticipates",
"estimates", "projects", "is subject to", "budget", "scheduled",
"forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of the IISL Group's or the
Universe Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of government regulation on
the IISL Group's or the Universe Group's business.
Such forward looking statements are prospective in nature and
are not based on historical facts, but rather on current
expectations and projections of the management of IISL and Universe
about future events, and are therefore subject to risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward looking statements, including: increased
competition, the loss of or damage to one or more key customer
relationships, the failure of one or more key suppliers, the
outcome of business or industry restructuring, the outcome of any
litigation, changes in economic conditions, currency fluctuations,
changes in interest and tax rates, changes in laws, regulations or
regulatory policies, developments in legal or public policy
doctrines, technological developments, the failure to retain key
management, or the timing and success of future acquisition
opportunities or major investment projects. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward looking statements. Such
forward looking statements should therefore be construed in the
light of such factors. Neither IISL nor Universe, nor any of their
respective associates, directors, officers, employees or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward
looking statements in this Announcement will actually occur. Due to
such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward looking statements, which speak only
as of the date hereof. All subsequent oral or written forward
looking statements attributable to any member of the IISL Group or
the Universe Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
IISL and Universe expressly disclaim any obligation to update
any forward looking or other statements contained herein, except as
required by applicable law or by the rules of any competent
regulatory authority, whether as a result of new information,
future events or otherwise.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Universe for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Universe.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at http://www.thetakeoverpanel.org.uk/,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by Universe Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Universe may be provided to IISL during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the Takeover Code shall be made available
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on Universe's website at
https://universeplc.com/investor-relations by no later than 12 noon
(London time) on the business day following the Announcement Date.
For the avoidance of doubt, the contents of the websites referred
to in this Announcement are not incorporated into and do not form
part of this Announcement.
Universe Shareholders may request a hard copy of this
Announcement by contacting Link Group between 8.30 a.m. to 5.30
p.m. (London time) Monday to Friday (except public holidays in
England and Wales) on 0371 664 0321 (or if calling from outside the
UK +44 (0) 371 664 0321 ) or by submitting a request in writing to
the Registrar of Companies at Link Group, Corporate Actions Team,
10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or
by email to shareholderenquiries@linkgroup.co.uk . Universe
Shareholders may also request that all future documents,
announcements and information in relation to the Acquisition should
be sent to them in hard copy form. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the UK will be charged at the applicable international rate. If you
have received this Announcement in electronic form, copies of this
Announcement and any document or information incorporated by
reference into this document will not be provided unless such a
request is made.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, Universe
confirms that as at the Announcement Date, it has in issue and
admitted to trading on AIM 261,066,720 Universe Shares (excluding
Universe Shares held in treasury). The International Securities
Identification Number (ISIN) of the Universe Shares is
GB0009483594.
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
23 November 2021
RECOMMED CASH ACQUISITION
of
Universe Group plc ("Universe")
by
Inform Information Systems Limited ("IISL")
(a wholly owned subsidiary of Professional DataSolutions,
Inc.)
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
1. Introduction
The boards of directors of Universe and IISL are pleased to
announce that they have reached agreement on the terms of a
recommended cash acquisition of the entire issued, and to be
issued, ordinary share capital of Universe by IISL. It is intended
that the Acquisition will be effected by means of a scheme of
arrangement under Part 26 of the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which shall be subject to
the Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Document, Universe
Shareholders who are on the register of members of Universe at the
Scheme Record Time shall be entitled to receive:
for each Universe Share: 12 pence in cash
The Acquisition values Universe's entire issued, and to be
issued, ordinary share capital at approximately GBP33.1 million on
a fully diluted basis.
The Acquisition Price per Universe Share represents a premium of
approximately:
-- 129 per cent. to the Closing Price of 5.25 pence per Universe
Share on 22 November 2021 (being the last Business Day prior to the
Announcement Date);
-- 165 per cent. to the volume weighted average price per
Universe Share of 4.52 pence for the one - month period ending on
22 November 2021 (being the last Business Day prior to the
Announcement Date); and
-- 163 per cent. to the volume weighted average price per
Universe Share of 4.56 pence for the three - month period ending on
22 November 2021 (being the last Business Day prior to the
Announcement Date ) .
If any dividend or other distribution is declared, made or paid
in respect of Universe Shares on or after the Announcement Date,
IISL reserves the right to reduce the Acquisition Price by the
amount of such dividend or other distribution, in which case any
reference in this Announcement to the Acquisition Price payable
under the terms of the Acquisition will be deemed to be a reference
to the Acquisition Price so reduced. In such circumstances,
Universe Shareholders would be entitled to receive and retain any
such dividend or other distribution.
It is expected that the Scheme Document will be published as
soon as reasonably practicable and in any event within 28 days of
this Announcement or such later date as Universe, IISL and the
Panel agree, that the Court Meeting and the Universe General
Meeting will be held as soon as practicable thereafter and that the
Scheme will become Effective early in 2022.
3. Background to and reasons for the Acquisition
PDI believes that the acquisition of Universe by IISL represents
an attractive opportunity for PDI to expand from both a geography
and solution perspective.
The combination of PDI and Universe will offer enhanced breadth
and depth of services, and create a leading global platform
supported by leading technology to drive high value integrated
solutions to clients. PDI is confident that the combination will
facilitate even greater success for both companies and create
opportunities to develop talent, while crystallising attractive
value creation for PDI's shareholders.
PDI helps convenience retailers and petroleum wholesalers thrive
through digital transformation and enterprise software that enables
them to grow topline revenue, optimise operations and unify their
business across the entire value chain. Over 1,500 customers in
more than 200,000 locations worldwide count on PDI's leading ERP,
logistics, fuel pricing, security, and marketing cloud solutions to
provide insights that increase volume, margin and customer loyalty.
For more than 35 years, PDI's comprehensive suite of solutions and
unmatched expertise have helped customers reimagine their
enterprise and deliver exceptional customer experiences.
PDI has a long track record of success, delivering services to
clients in a range of sectors. In addition, PDI is a highly
experienced acquirer and has a proven track record of successful
M&A, having completed 21 acquisitions since 2016.
In order to maximise its future potential, PDI believes that
Universe will be better suited to a private company environment.
This will release Universe from the costs associated with being a
listed company as well as short term financial reporting. Further,
with appropriate support and assistance from PDI, Universe will be
able to concentrate on long term organic growth and strengthen its
client proposition.
4. Recommendation
The Universe Directors, who have been so advised by finnCap as
to the financial terms of the Acquisition, consider the terms of
the Acquisition to be fair and reasonable. In providing its
financial advice to the Universe Directors, finnCap has taken into
account the commercial assessments of the Universe Directors.
finnCap is providing independent financial advice to the Universe
Directors for the purpose of Rule 3 of the Takeover Code.
Accordingly, the Universe Directors intend to recommend
unanimously that Universe Shareholders vote in favour of the Scheme
at the Court Meeting and in favour of the Special Resolution(s) to
be proposed at the Universe General Meeting as the Universe
Directors who hold interests in Universe Shares have irrevocably
undertaken to do in respect of their own beneficial holdings of
25,786,686 Universe Shares representing, in aggregate,
approximately 9.88 per cent. of Universe's issued ordinary share
capital on 22 November 2021 (being the last Business Day prior to
the Announcement Date).
5. Background to and reasons for the recommendation
Background
Universe is proud of the position it has established in the fuel
and forecourt market where it and its htec brand have a strong
reputation. The Universe Board have assessed the merits of the
Acquisition against the financial performance, prospects and
position of Universe and the backdrop of the threats and risks of
remaining an independent listed business.
Terms of the Acquisition
The Universe Board recognise that the Acquisition presents a
welcome opportunity for Universe Shareholders to realise the value
of their holdings in cash with certainty at an immediate and very
significant premium to the price at which Universe Shares have
traded for many years, and one which may not be achievable in the
short to medium term. The Universe Board are mindful that there is
a very low level of trading liquidity in Universe Shares and that
the Acquisition provides a liquidity opportunity that Universe
Shareholders may not otherwise receive.
The Universe Board note that the Acquisition Price also
represents a material increase on PDI's initial proposal of 8 pence
per Universe Share and subsequent proposal at 10 pence per Universe
Share. The Universe Board has in past years received and explored
other proposals, each at lower prices than the Acquisition
Price.
The Universe Board have also borne in mind that PDI has procured
irrevocable undertakings to vote (or, where applicable, procure
voting) in favour of the Scheme at the Court Meeting and the
Special Resolutions to be proposed at the General Meeting (or in
the event that the Acquisition is implemented by an Offer, to
accept or procure acceptance of such Offer) in respect of, a
majority of the Universe Shares in issue.
Future growth
Following a period of low growth and lack of improvement in
financial performance, the Universe Board recently undertook a
strategic review process with the view to identifying opportunities
for growth, as well as identifying remedial actions to current
operations to improve efficiencies.
The Universe Board are encouraged by the recent evidence of
commercial and operational improvements set out in paragraph 2
regarding current trading of Universe under the leadership of a new
executive management team. The Universe Board also note that the
markets served by the Universe Group have generally stabilised as
the UK emerges from the Covid-19 pandemic.
The Universe Board are however concerned that there is still a
large degree of uncertainty as to what the economic recovery looks
like or what future pressures, or indeed opportunities might be.
Whilst the Universe Directors are confident that the successful
execution of the Universe Group's new strategy would provide
long-term growth and create value for Universe Shareholders, they
are also cognisant of the time it may take to see tangible results
as well as the risks associated with the implementation of the new
strategy, the outcome of which is not assured.
The Universe Board recognise in this regard the benefits to the
Universe Group and its employees and commercial partners of joining
a larger, international, and more established platform such as that
offered by PDI. The financial and strategic advantages would be
highly beneficial to Universe in delivering this accelerated
expansion and longer-term value creation. Implementation of the
Universe Group's new strategy and its delivery would require new
external financing over the medium to longer term, which the
Universe Board cannot with certainty say will be available on
commercially acceptable terms.
The Universe Board have noted the assertions from PDI on their
track record of successfully executing accretive acquisitions and
in doing so adding complementary products to its offering and
realising incremental synergies not available to Universe alone.
The Universe Board notes the intention of PDI to provide support,
capital and assistance to Universe to maximise growth of the
Combined Group.
The Universe Board has also carefully considered PDI's
intentions for the business, management, employees and other
stakeholders of Universe, including Universe's many customers and
partners. The Universe Board note that PDI intend to undertake a
comprehensive review of the Universe business and that the detailed
scope of this review and its timetable has not yet been finalised,
and accordingly, the full impact of the Acquisition is not
currently visible to the Universe Board.
The Universe Board welcomes the acknowledgement by PDI of the
contribution that Universe's management and employees have made to
date and shares PDI's belief that are very important to the future
development of the Combined Group. The Universe Board is pleased in
this regard that PDI intends to approach employee and management
integration with the aim of retaining and motivating the best
talent across the Combined Group to create a best-in-class
organisation.
However, the Universe Board notes PDI's statement that there may
be some changes to remove duplication of roles across the Combined
Group. The Universe Board also note that PDI have indicated that
the strategic review could lead to changes to the Group's research
and development capabilities on a standalone basis, and separately,
that there may be potentially material headcount reductions across
the Combined Group.
The Universe Board are regretful of the impact that this may
have on affected employees and R&D functions, and notes that in
the absence of the Acquisition, the headcount of the Universe Group
and investment in research and development was expected to be
increased. The Universe Board however recognise the need for
unlocking operational efficiencies across the Combined Group and
that the extent of any changes across the Combined Group (and not
necessarily solely within Universe) is subject to the outcome of
PDI's strategic review, and welcomes PDI's stated intention to
mitigate the need and impact of these changes, and that, following
the completion of the Acquisition, the existing contractual and
statutory employment rights, including in relation to pensions, of
all Universe employees will be fully safeguarded in accordance with
contractual and statutory requirements.
Conclusion
Accordingly, following careful consideration of both the
financial terms of the Acquisition and PDI's plans for the Universe
business under PDI's ownership, the Universe Board intends to
recommend unanimously the Acquisition to Universe Shareholders.
6. Irrevocable undertakings and letters of intent
IISL has received irrevocable undertakings from each of the
Universe Directors who hold interests in Universe Shares to vote in
favour of the Scheme at the Court Meeting and the Special
Resolution(s) to be proposed at the Universe General Meeting in
respect of a total of 25,786,686 Universe Shares, representing
approximately 9.88 per cent. of Universe's issued ordinary share
capital on 22 November 2021 (being the last Business Day prior to
the Announcement Date).
IISL has also received irrevocable undertakings to vote in
favour of the resolutions relating to the Acquisition at the
Meetings (or in the event that the Acquisition is implemented by a
Takeover Offer, to accept or procure acceptance of such Offer) from
Harwood Capital LLP in respect of, in aggregate, 44,531,850
Universe Shares (representing approximately 17.06 per cent. of
existing issued ordinary share capital of Universe) as at 22
November 2021, being the Business Day prior to this
Announcement.
In addition, Downing LLP has provided an irrevocable undertaking
to vote in favour of the Scheme at the Court Meeting and in favour
of the Special Resolution(s) to be proposed at the Universe General
Meeting in respect of 44,058,131 Universe Shares, representing, in
aggregate, approximately 16.88 per cent. of Universe's issued
ordinary share capital on 22 November 2021 (being the last Business
Day prior to the Announcement Date).
Ennismore Fund Management Limited has provided a letter of
intent to vote in favour of the Scheme at the Court Meeting and in
favour of the Special Resolution(s) to be proposed at the Universe
General Meeting in respect of 19,281,995 Universe Shares, for which
it is able to exercise all rights, representing, in aggregate,
approximately 7.39 per cent. of Universe's issued ordinary share
capital on 22 November 2021 (being the last Business Day prior to
the Announcement Date).
IISL has therefore received irrevocable undertakings and a
letter of intent in respect of a total of 138,658,662 Universe
Shares representing, in aggregate, approximately 51.20 per cent. of
Universe's issued ordinary share capital on 22 November 2021 (being
the last Business Day prior to the Announcement Date). Further
details of these irrevocable undertakings (including the
circumstances in which they shall cease to be binding) and the
letter of intent are set out in Appendix III to this
Announcement.
7. Information on IISL and PDI
IISL is a private limited company incorporated in England and
Wales on 13 December 1990 with company number 02568442 having its
registered office at 5 New Street Square, London, England, EC4A
3TW. The entire issued share capital of IISL is owned directly by
PDI. IISL's principal activity is the supply and maintenance of
software and associated professional services. The directors of
IISL are James Frangis, Christine Hatcher and Stacey
Smotherman.
The annual report of IISL for the financial year ended 31
December 2019 is available at the website of the UK Registrar of
Companies at
https://find-and-update.company-information.service.gov.uk/company/02568442/filing-history
.
PDI is a leader in enterprise management software for the
convenience retail and petroleum wholesale markets. PDI helps its
customers thrive through digital transformation and enterprise
software that enables them to grow topline revenue, optimise
operations and unify their business across the entire value chain.
More than 1,500 companies, representing more than 200,000 locations
worldwide, use PDI's solutions and expertise. PDI's revenue for the
financial year ended 31 December 2020 was $360.7 million.
PDI is a portfolio company of the private equity group Insight
Partners, with Insight holding a majority stake in PDI and with
each of Genstar Capital and TA Associates holding a minority
stake.
Insight Partners is a leading global venture capital and private
equity firm investing in high-growth technology and software
companies that are driving transformative change in their
industries. Founded in 1995, Insight Partners has more than $30
billion in capital commitments and invested in over 400 companies
worldwide. Its mission is to find, fund and work successfully with
visionary executives, providing them with practical, hands-on
growth expertise to foster long-term success. Its market reach
gives executive teams access to networks, customers, resources,
data, acquisition targets, and counsel. Its scale provides
companies with a platform to win in M&A and organic growth.
Genstar Capital is a leading private equity firm that has been
actively investing in high quality companies for over 30 years.
Based in San Francisco, Genstar works in partnership with its
management teams and its network of strategic advisors to transform
its portfolio companies into industry-leading businesses. Genstar
currently has approximately $33 billion of assets under management
and targets investments focused on targeted segments of the
software, financial services, industrials, and healthcare
industries.
TA Associates is a leading global growth private equity firm.
Focused on targeted sectors within five industries - technology,
healthcare, financial services, consumer and business services -
the firm invests in profitable, growing companies with
opportunities for sustained growth, and has invested in more than
550 companies around the world. Investing as either a majority or
minority investor, TA employs a long-term approach, utilizing its
strategic resources to help management teams build lasting value in
high quality growth companies. TA has raised $47.5 billion in
capital since its founding in 1968. The firm's more than 100
investment professionals are based in Boston, Menlo Park, London,
Mumbai and Hong Kong.
PDI believes the global convenience retail industry will benefit
from the combination of Universe and PDI, based on complementary
solutions in point-of-sale, payments, and back office, as well as
similarly strong reputations in their shared industry.
8. Information on Universe and current trading
Universe is a leading financial technology company, which
designs, develops and supports point of sale, payment and online
loyalty solutions and systems for the petrol forecourt and
convenience store markets in the United Kingdom.
The Universe Board was pleased to appoint a new management team,
led by Neil Radley as CEO and Adrian Wilding as CFO, in May 2021 to
lead a sharpening of the Group's focus on its three key revenue
segments of Payment Solutions, Enterprise Management Solutions, and
Data (including Loyalty) Solutions.
The Group reported its financial results for the six months to
30 June 2021 on 29 September 2021.
The interim results described that Universe had achieved
revenues in advance of the comparable period and, given a high
level of visibility of revenue and a disciplined approach to cost,
that the Universe Board were cautiously confident in achieving
their expectations for the full financial year.
Since that date, excluding the impact of a material new contract
described below, the underlying trading of the Group has continued
in line with the Universe Board's expectations and discussions
regarding the renewal of a major customer relationship have
progressed well, complementing two major renewals during the first
half of the financial year.
The Universe Board were pleased on 16 November to announce that
it had signed a material new hardware supply contract with a major
customer. The timing of the recognition of associated revenue
remains subject to discussion but, should delivery on the terms of
the contract fall into the current financial year, the Universe
Board expect to achieve a financial performance ahead of their
previous expectations.
9. Directors, management, employees, research and development and locations
PDI's strategic plans for Universe
PDI believes that the Acquisition has compelling strategic and
financial rationale and that PDI's scale, global infrastructure,
and industry expertise make it a strong partner for Universe. Like
PDI, Universe and its htec brand have a strong reputation in the
convenience retail sector, and PDI offers the best platform for
Universe's continued growth and innovation .
PDI intends to provide appropriate support, capital and
assistance to Universe to maximise the Combined Group's future
growth and profitability potential through complementary product
portfolios and geographic footprints, commitment to technology rich
innovation, industry expertise, and shared commitment to
operational excellence.
Following completion of the Acquisition, PDI intends to look at
ways to optimise the structure of the Combined Group in order to
achieve the anticipated benefits of the Acquisition.
With the close collaboration and input of Universe management,
and where appropriate, other stakeholders, PDI intends to undertake
a review of the Universe business in order to determine the short
and long term objectives for the business and how they can best be
delivered in a collaborative way. The detailed scope of this review
and the appropriate timetable for its completion has not yet been
finalised, but PDI anticipates this review will be completed within
approximately twelve months from the Effective Date. The review
will focus on all aspects of the business and opportunities
available, including:
-- reviewing in more detail Universe's markets, customers,
software offerings and support and maintenance operations;
-- assessing the opportunity across each aspect of the business
to enhance its strategic positioning;
-- consolidate product roadmaps and accelerate development of
primary software platforms for growth inside and outside of the
United Kingdom; and
-- deepening engagement with the key stakeholders of the
business, including customers, suppliers and broader business
partners.
Research and development
Universe has created a significant customer base in the UK and
PDI looks forward to continuing the legacy of innovation and
support historically associated with the htec brand. PDI plans to
continue Universe's recent product consolidation initiatives in
order to optimise product roadmaps and drive faster innovation for
its existing and prospective customers. PDI intends to organise
product development across the Combined Group. Together with
Universe's existing product consolidation initiatives, this is
likely to result in the rationalisation of duplicate resources
which may have an impact on the employment of development staff
across the Combined Group. Whether this will result in any change
to Universe's research and development capabilities on a standalone
basis will depend on the outcome of the review mentioned in the
preceding paragraph.
Employees and management
PDI's preliminary evaluation work to identify potential
efficiencies arising from the Acquisition has indicated some
rationalisation and restructuring will be required where there is
an overlap of functions following completion of the Acquisition.
PDI has not yet received sufficiently detailed information to
formulate comprehensive plans or intentions regarding the impact of
the Acquisition on Universe or its employees and further analysis
will be undertaken.
PDI recognises the contributions made by Universe's management
and employees to Universe's success and believes that they are very
important to the future development of the Combined Group. PDI's
preliminary evaluation suggests a substantial portion of the
synergies from the combination would come from executive
management, software development, hosting and infrastructure, and
potentially material headcount reductions of approximately five per
cent. of the approximately 1,700 employees of the Combined
Group.
Functions which have historically been related to Universe's
status as a listed company will no longer be required or will be
reduced in size to reflect Universe ceasing to be a listed company.
The number of affected individuals is not expected to be
material.
The finalisation and implementation of any headcount reductions
will be subject to comprehensive planning and appropriate
engagement with stakeholders, including affected employees and any
appropriate employee representative bodies. Efforts will be made to
mitigate headcount reductions through redundancies, via natural
attrition, the elimination of vacant roles and alternative job
opportunities. Any affected individuals will be treated in a manner
consistent with PDI's and Universe's high standards, culture and
practices. PDI intends to approach employee and management
integration with the aim of retaining and motivating the best
talent across the Combined Group to create a best-in-class
organisation.
The non-executive directors of Universe have confirmed that they
intend to resign as Universe Directors from the Effective Date.
Upon and following completion of the Acquisition, PDI intends to
align the conditions of employment of the employees and management
of Universe with PDI's employment policies in the region. PDI does
not anticipate that this would have a material impact on the
overall terms and conditions of employment of Universe's
workforce.
Existing employment rights and pensions
PDI has given assurances to the Universe directors that,
following completion of the Acquisition, it will fully safeguard
the existing employment rights and pension rights of all Universe
employees in accordance with contractual and statutory
requirements. PDI further confirms that it does not intend to make
any change to Universe existing pension arrangements, including
with regard to employer contributions into such schemes and the
admission of new members.
Headquarters, locations and fixed assets
Following completion of the Acquisition, it is intended that
Universe's UK headquarters will be maintained in Southampton.
No redeployment of Universe's fixed asset base is envisaged
other than a review of its software hosting infrastructure, both
public and private. Depending on the outcome of this review, some
of Universe's UK data centres may be disposed of or additional data
centre capacity may be acquired, with the aim of supporting optimal
service delivery to Universe's customer base at all times.
Trading facilities
Universe Shares are currently admitted to trading on the London
Stock Exchange's AIM market, and, as set out in paragraph 14 below,
subject to the Scheme becoming Effective, an application will be
made to the London Stock Exchange to cancel the admission of
Universe Shares to trading on AIM.
Management incentivisation
No proposals have yet been made on the terms of any
incentivisation arrangements to be provided by IISL and PDI for
relevant Universe's employees or management and no discussions have
taken place regarding the terms of such arrangements. Following the
Acquisition becoming Effective, IISL and PDI are committed to
incentivising employees as part of the Combined Group. No such
arrangements are expected to be in place before the Acquisition
becomes Effective.
No statements in this paragraph 9 constitute "post-offer
undertakings" for the purpose of Rule 19.5 of the Takeover
Code.
10. Universe Share Plans
Participants in the Universe Share Plans will be contacted
regarding the effect of the Acquisition on their rights under the
Universe Share Plans and, where required, appropriate proposals
will be made to such participants in due course.
Further details of the terms of such proposals will be set out
in separate letters to be sent to participants in the Universe
Share Plans. Details of the impact of the Acquisition on the
outstanding options will be set out in the Scheme Document.
All outstanding options under the Universe Share Plans will be
treated in accordance with the terms of such arrangements.
Universe has indicated that it does not intend to grant any
employee share incentive options and awards prior to the Long Stop
Date.
11. Financing
IISL is providing the cash consideration payable under the
Acquisition through debt financing.
The financing will comprise incremental debt financing to be
provided under the First Lien Credit and Guaranty Agreement.
VSA Capital is satisfied that sufficient resources are available
to IISL to satisfy in full the cash consideration payable to
Universe Shareholders under the terms of the Acquisition.
Further information on the financing of the Acquisition will be
set out in the Scheme Document.
12. Acquisition-related Arrangements
Confidentiality Agreement
PDI and Universe entered into a confidentiality agreement on 5
November 2020 (as amended on 30 September 2021 and on 4 November
2021) (the "Confidentiality Agreement"), pursuant to which PDI has
undertaken to keep information relating to Universe confidential
and not to disclose it to third parties (other than to permitted
recipients) unless required by law or regulation. These
confidentiality obligations shall remain in force for 12 months
from 4 November 2021.
The Confidentiality Agreement also contains undertakings from
PDI that for 12 months from 4 November 2021, PDI shall not solicit
certain of Universe's employees or officers nor shall PDI employ or
offer to employ or attempt to employ certain of Universe's
employees.
Co-operation Agreement
Pursuant to a co-operation agreement dated on or around the
Announcement Date between Universe and IISL (the "Co-operation
Agreement"), among other things: (i) IISL has agreed to provide
Universe with certain information for the purposes of the Scheme
Document and to otherwise assist with the preparation of the Scheme
Document; (ii) IISL has agreed to certain provisions if the Scheme
should switch to a Takeover Offer; and (iii) Universe and IISL have
agreed certain arrangements in respect of employees and the
Universe Share Plans.
The Co-operation Agreement will terminate in a number of
customary circumstances, including if the Acquisition is withdrawn
or lapses, if prior to the Long Stop Date any Condition becomes
incapable of satisfaction, at IISL's or Universe's election if the
Universe Directors withdraw their recommendation of the Acquisition
or if the Universe Directors recommend a competing proposal, or if
the Scheme does not become Effective in accordance with its terms
by the Long Stop Date or otherwise as agreed between IISL and
Universe.
Fee Arrangement Letter
On 16 November 2021 Universe and PDI entered into a fee
arrangement agreement which was amended and restated on 22 November
2021 and sets out the terms upon which PDI shall reimburse Universe
in respect of third-party reasonably and properly incurred legal
fees by Universe in connection with the Acquisition. This agreement
has expired upon the release of this Announcement.
13. Structure of and Conditions to the Acquisition
It is intended that the Acquisition shall be effected by means
of a Court-approved scheme of arrangement between Universe and
Universe Shareholders under Part 26 of the Companies Act.
The purpose of the Scheme is to provide for IISL to become the
holder of the entire issued, and to be issued, ordinary share
capital of Universe. This is to be achieved by the transfer of the
Universe Shares to IISL, in consideration for which the Universe
Shareholders who are on the register of members at the Scheme
Record Time shall receive cash consideration on the basis set out
in paragraph 2 of this Announcement.
The Acquisition is subject to the Conditions and further terms
set out in Appendix I to this Announcement and to be set out in the
Scheme Document and the associated forms of proxy and will only
become Effective if, among other things, the following events occur
on or before the Long Stop Date:
(i) the approval of the Scheme by a majority in number of the
Scheme Shareholders who are present and vote (and are entitled to
vote), whether in person or by proxy, at the Court Meeting and who
represent 75 per cent. or more in value of the Universe Shares
voted by those Scheme Shareholders;
(ii) the Special Resolution(s) required to approve and implement
the Scheme being duly passed by 75 per cent. or more of the votes
cast at the Universe General Meeting;
(iii) the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Universe and IISL); and
(iv) the delivery of a copy of the Court Order to the Registrar of Companies.
The Conditions in paragraph 2 of Appendix I to this Announcement
provide that the Acquisition shall lapse if:
-- the Court Meeting and the Universe General Meeting are not
held by the 22(nd) day after the date for such meetings that shall
be specified in the Scheme Document in due course (or such later
date as may be agreed between IISL and Universe);
-- the Scheme Court Hearing to approve the Scheme is not held by
the 22(nd) day after the expected date of such hearing to be set
out in the Scheme Document in due course (or such later date as may
be agreed between IISL and Universe); or
-- the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date,
provided however that the deadlines for the timing of the Court
Meeting and the Universe General Meeting as set out above may be
waived by IISL, and the Long Stop Date may be extended by agreement
between Universe, IISL, the Panel and (where relevant) the
Court.
Upon the Scheme becoming Effective, it shall be binding on all
Universe Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or the Universe General Meeting (and
if they voted, irrespective of whether or not they voted in
favour).
In addition, Universe will seek shareholder approval for an
amendment to its articles of association to provide that any person
who acquires Universe Shares following the Scheme Record Time
(including on the exercise of options) is required to sell those
Universe Shares to IISL at the price of 12 pence in cash for each
such Universe Share.
If any Condition in paragraph 2 of Appendix I to this
Announcement is not capable of being satisfied by the date
specified therein, IISL shall make an announcement through a
Regulatory Information Service.
Further details of the Scheme, including an indicative timetable
for its implementation, shall be set out in the Scheme Document. It
is expected that the Scheme Document and the forms of proxy
accompanying the Scheme Document for use at the Court Meeting and
the Universe General Meeting will be published as soon as
practicable and in any event within 28 days of the Announcement
Date or such later date as Universe, IISL and the Panel agree, and
that the Court Meeting and the Universe General Meeting will be
held as soon as practicable thereafter. The Scheme Document and
associated forms of proxy will be made available to all Universe
Shareholders (and the participants of the Universe Share Plans, for
information only) at no charge to them.
14. De-listing and re-registration
Prior to the Scheme becoming Effective, Universe will make an
application for the cancellation of trading of the Universe Shares
from trading on AIM, to take effect from or shortly after the
Effective Date. It is intended that dealings in Universe Shares
will be suspended at 5:00 p.m. (London time) on the Business Day
prior to the Effective Date. Share certificates in respect of
Universe Shares will cease to be valid and should be destroyed
following the Effective Date. In addition, entitlements to Universe
Shares held within the CREST system will be cancelled.
It is also proposed that, following the Effective Date and after
the cancellation of trading of the Universe Shares on AIM, Universe
will be re-registered as a private limited company under the
relevant provisions of the Companies Act. A resolution to approve
the re-registration will be proposed at the Universe General
Meeting.
15. Dividends
If any dividend or other distribution is declared, made or paid
in respect of Universe Shares on or after the Announcement Date,
IISL reserves the right to reduce the Acquisition Price by the
amount of such dividend or other distribution in which case any
reference in this Announcement to the Acquisition Price payable
under the terms of the Acquisition will be deemed to be a reference
to the Acquisition Price so reduced. In such circumstances,
Universe Shareholders would be entitled to receive and retain any
such dividend or other distribution.
16. Disclosure of interests in Universe
Save in respect of the irrevocable undertakings referred to in
paragraph 6 above, as at the close of business on 22 November 2021
(being the last Business Day prior to the Announcement Date),
neither IISL, nor any of its directors, nor, so far as IISL is
aware, any person acting in concert (within the meaning of the
Takeover Code) with it for the purpose of the Acquisition has: (i)
any interest in or right to subscribe for any relevant securities
of Universe; (ii) any short positions in respect of relevant
securities of Universe (whether conditional or absolute and whether
in the money or otherwise), including any short positions under a
derivative, any agreement to sell or any delivery obligation or
right to require another person to purchase or take delivery; (iii)
any dealing arrangement of the kind referred to in Note 11 on the
definition of acting in concert in the Takeover Code, in relation
to Universe Shares or in relation to any securities convertible or
exchangeable into Universe Shares; or (iv) borrowed or lent any
relevant Universe Shares (including, for these purposes, any
financial collateral arrangements of the kind referred to in Note 4
on Rule 4.6 of the Takeover Code), save for any borrowed shares
which had been either on-lent or sold.
'Interests in securities' for these purposes arise, in summary,
when a person has long economic exposure, whether absolute or
conditional, to changes in the price of securities (and a person
who only has a short position in securities is not treated as
interested in those securities). In particular, a person will be
treated as having an 'interest' by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to,
securities. It has not been possible for IISL to make enquiries of
all of its concert parties in advance of the release of this
Announcement. Therefore, if IISL becomes aware, following the
making of such enquiries, that any of its other concert parties
have any additional interests in relevant securities of Universe,
all relevant details in respect of IISL's concert parties will be
included in IISL's Opening Position Disclosure in accordance with
Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the Takeover Code.
17. General
IISL reserves the right to elect (with the consent of the Panel
and, where required by the terms of the Co-operation Agreement, the
consent of Universe) to implement the Acquisition by way of a
Takeover Offer for the entire issued, and to be issued, share
capital of Universe as an alternative to the Scheme. In such event,
the Acquisition shall be implemented on substantially the same
terms, so far as applicable, as those which would apply to the
Scheme (subject to appropriate amendments, including (without
limitation) the inclusion of an acceptance condition set at 75 per
cent. (or such lesser percentage as may be decided under the
Co-operation Agreement, subject to the rules of the Takeover Code
and with the consent of the Panel (if necessary)) of the Universe
Shares to which the Acquisition relates) as those which would apply
to the Scheme. Further, if sufficient acceptances of such Takeover
Offer are received and/or sufficient Universe Shares are otherwise
acquired, it would be the intention of IISL to apply the provisions
of the Companies Act to acquire compulsorily any outstanding
Universe Shares to which such Takeover Offer relates.
The Acquisition shall be made subject to the Conditions and
further terms set out in Appendix I to this Announcement and to be
set out in the Scheme Document. The bases and sources of certain
financial information contained in this Announcement are set out in
Appendix II to this Announcement. A summary of the irrevocable
undertakings and the letter of intent given in relation to the
Acquisition is contained in Appendix III to this Announcement.
Certain terms used in this Announcement are defined in Appendix IV
to this Announcement.
Each of VSA Capital and finnCap has given and not withdrawn its
consent to the publication of this Announcement with the inclusion
herein of the references to its name in the form and context in
which it appears.
18. Documents available on website
Copies of the following documents shall be made available on
Universe's website at https://universeplc.com/investor-relations
until the end of the Acquisition:
-- the irrevocable undertakings and the letter of intent
referred to in paragraph 6 above and summarised in Appendix III to
this Announcement;
-- the Confidentiality Agreement;
-- the Co-operation Agreement;
-- the Fee Arrangement Letter;
-- documents relating to the financing of the Acquisition referred to in paragraph 11 above;
-- letters under Rule 2.11 of the Takeover Code;
-- the consents from VSA Capital and finnCap to being named in this Announcement;
-- the annual report of IISL for the financial year ended 31 December 2019; and
-- this Announcement.
Enquiries:
Universe Group plc T: +44 2380 689 510
Andrew Blazye, Neil Radley, Adrian Wilding
finnCap Ltd (Sole Rule 3 Financial Adviser T: +44 2072 200 500
to Universe)
Corporate Finance: Henrik Persson, Seamus
Fricker
ECM: Richard Chambers
IFC Advisory (Media Relations Adviser T: +44 2039 346 632
to Universe)
Tim Metcalfe
Professional DataSolutions, Inc. T: +1 254 410 7600
Nick Reising, Brad McGuinness
VSA Capital Limited (Financial Adviser T: +44 20 3005 5000
to PDI and IISL)
Andrew Raca, Maciek Szymanski, Vivian
Papasotiriou
Willkie Farr & Gallagher (UK) LLP is acting as legal adviser
to PDI and IISL.
Eversheds Sutherland (International) LLP is acting as legal
adviser to Universe.
Important Notices
finnCap, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for Universe as financial
adviser and no one else in connection with the Acquisition and will
not be responsible to anyone other than Universe for providing the
protections afforded to clients of finnCap or for providing advice
in relation to the Acquisition or any other matters referred to in
this announcement. Neither finnCap nor any of its subsidiaries,
affiliates or branches owes or accepts any duty, liability or
responsibility whatsoever (whether direct, indirect, consequential,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of finnCap in connection with this
announcement, any statement contained in this announcement or
otherwise.
VSA Capital, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for PDI and IISL as financial
adviser and no one else in connection with the Acquisition and will
not be responsible to anyone other than PDI or IISL for providing
the protections afforded to clients of VSA Capital or for providing
advice in relation to the Acquisition or any other matters referred
to in this announcement. Neither VSA Capital nor any of its
subsidiaries, affiliates or branches owes or accepts any duty,
liability or responsibility whatsoever (whether direct, indirect,
consequential, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of VSA Capital in
connection with this announcement, any statement contained in this
announcement or otherwise.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer to
sell or an invitation to purchase, any securities or the
solicitation of an offer to buy any securities, or of any vote or
any approval in any jurisdiction, pursuant to the Acquisition or
otherwise. The Acquisition shall be made solely by means of the
Scheme Document (or, if the Acquisition is implemented by way of a
Takeover Offer, any document by which the Takeover Offer is made)
which, together with the forms of proxy (or forms of acceptance),
shall contain the full terms and Conditions of the Acquisition,
including details of how to vote in respect of the Acquisition. Any
vote in respect of, or acceptance of, the Acquisition should be
made only on the basis of the information contained in the Scheme
Document (or, if the Acquisition is implemented by way of a
Takeover Offer, the offer document to be published by IISL).
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas Shareholders
This Announcement has been prepared for the purpose of complying
with English law, the Takeover Code, the Market Abuse Regulation,
the Disclosure Guidance and Transparency Rules and the AIM Rules
and the information disclosed may not be the same as that which
would have been disclosed if this Announcement had been prepared in
accordance with the laws of jurisdictions outside of England.
The release, publication or distribution of this Announcement in
or into certain jurisdictions other than the UK may be restricted
by law. Persons who are not resident in the UK or who are subject
to other jurisdictions should inform themselves of, and observe,
any applicable requirements. The availability of the Acquisition to
Universe Shareholders who are not resident in the UK (and, in
particular, their ability to vote their Universe Shares with
respect to the Scheme at the Court Meeting, or to appoint another
person as proxy to vote at the Court Meeting on their behalf) may
be affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the UK should inform
themselves of, and observe, any applicable requirements, as any
failure to comply with such requirements may constitute a violation
of the securities laws of any such jurisdiction. To the fullest
extent permitted by applicable law, the companies and persons
involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by IISL or required by the Takeover
Code, and permitted by applicable law and regulation, the
Acquisition shall not be made available, directly or indirectly,
in, into or from a Restricted Jurisdiction where to do so would
violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality
or form within a Restricted Jurisdiction or any other jurisdiction
if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all
documents relating to the Acquisition are not being, and must not
be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this Announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction. If the Acquisition is implemented by way of a
Takeover Offer (unless otherwise permitted by applicable law and
regulation), the Takeover Offer may not be made directly or
indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Takeover Offer may not be capable of acceptance by any such use,
means, instrumentality or facilities.
The Acquisition will be subject to the applicable requirements
of the Takeover Code, the Panel, the London Stock Exchange and the
Financial Conduct Authority. Further details in relation to
Overseas Shareholders will be contained in the Scheme Document.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Additional Information for US Investors in Universe
The Acquisition is being made to acquire the securities of an
English company by means of a scheme of arrangement provided for
under the laws of England and Wales. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer
or proxy solicitation rules under the US Exchange Act.
Accordingly, the Scheme will be subject to disclosure
requirements and practices applicable in the UK to schemes of
arrangement, which are different from the disclosure requirements
of the US tender offer and proxy solicitation rules. The financial
information included in this Announcement and the Scheme
documentation has been or will have been prepared in accordance
with International Financial Reporting Standards and thus may not
be comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the US. If IISL were to
elect to implement the Acquisition by means of a Takeover Offer,
such Takeover Offer would be made in compliance with applicable US
laws and regulations, including Section 14(e) of the US Exchange
Act and Regulation 14E thereunder. Such a Takeover Offer would be
made in the US by IISL and no one else.
The receipt of cash pursuant to the Acquisition by a US Universe
Shareholder as consideration for the transfer of its Universe
Shares pursuant to the Scheme will likely be a taxable transaction
for US federal income tax purposes and under applicable US state
and local, as well as foreign and other, tax laws. Universe
Shareholders are urged to consult their independent professional
advisers immediately regarding the tax consequences of the
Acquisition applicable to them.
It may be difficult for US Universe Shareholders to enforce
their rights and claims arising out of the US federal securities
laws, since Universe is located in a country other than the US, and
some or all of its officers and directors may be residents of
countries other than the US. US Universe Shareholders may not be
able to sue a non-US company or its officers or directors in a
non-US court for violations of US securities laws. Further, it may
be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's jurisdiction and judgement.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, IISL, certain affiliated companies
and their nominees or brokers (acting as agents) may make certain
purchases of, or arrangements to purchase, Universe Shares outside
of the US, other than pursuant to the Acquisition, until the date
on which the Acquisition and/or Scheme becomes Effective, lapses or
is otherwise withdrawn. Also, in accordance with Rule 14e-5(b) of
the US Exchange Act, each of VSA Capital and finnCap will continue
to act as a connected exempt principal trader in Universe Shares on
the London Stock Exchange. If such purchases or arrangements to
purchase were to be made they would occur either in the open market
at prevailing prices or in private transactions at negotiated
prices and comply with applicable law, including the US Exchange
Act. Any information about such purchases or arrangements to
purchase will be disclosed as required in the UK, will be reported
to a Regulatory Information Service and will be available on the
London Stock Exchange website at www.londonstockexchange.com.
Forward Looking Statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Acquisition, and other information published by PDI, IISL or
Universe contain statements about the IISL Group and the Universe
Group that are or may be deemed to be forward looking statements.
All statements other than statements of historical facts included
in this Announcement may be forward looking statements. Without
limitation, any statements preceded or followed by or that include
the words "targets", "plans", "believes", "expects", "aims",
"intends", "will", "may", "shall", "should", "anticipates",
"estimates", "projects", "is subject to", "budget", "scheduled",
"forecast" or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements
include statements relating to the following: (i) future capital
expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy,
losses and future prospects; (ii) business and management
strategies and the expansion and growth of the IISL Group's or the
Universe Group's operations and potential synergies resulting from
the Acquisition; and (iii) the effects of government regulation on
the IISL Group's or the Universe Group's business.
Such forward looking statements are prospective in nature and
are not based on historical facts, but rather on current
expectations and projections of the management of IISL and Universe
about future events, and are therefore subject to risks and
uncertainties that could significantly affect expected results and
are based on certain key assumptions. Many factors could cause
actual results to differ materially from those projected or implied
in any forward looking statements, including: increased
competition, the loss of or damage to one or more key customer
relationships, the failure of one or more key suppliers, the
outcome of business or industry restructuring, the outcome of any
litigation, changes in economic conditions, currency fluctuations,
changes in interest and tax rates, changes in laws, regulations or
regulatory policies, developments in legal or public policy
doctrines, technological developments, the failure to retain key
management, or the timing and success of future acquisition
opportunities or major investment projects. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward looking statements. Such
forward looking statements should therefore be construed in the
light of such factors. Neither IISL nor Universe, nor any of their
respective associates, directors, officers, employees or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward
looking statements in this Announcement will actually occur. Due to
such uncertainties and risks, readers are cautioned not to place
undue reliance on such forward looking statements, which speak only
as of the date hereof. All subsequent oral or written forward
looking statements attributable to any member of the IISL Group or
the Universe Group, or any of their respective associates,
directors, officers, employees or advisers, are expressly qualified
in their entirety by the cautionary statement above.
IISL and Universe expressly disclaim any obligation to update
any forward looking or other statements contained herein, except as
required by applicable law or by the rules of any competent
regulatory authority, whether as a result of new information,
future events or otherwise.
No Profit Forecasts or Estimates
No statement in this Announcement is intended as a profit
forecast or estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings or
earnings per share for Universe for the current or future financial
years would necessarily match or exceed the historical published
earnings or earnings per share for Universe.
Disclosure Requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is
interested in 1 per cent. or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 p.m. (London time) on the 10th business
day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or
becomes, interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8. A Dealing Disclosure by a person to whom
Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London
time) on the business day following the date of the relevant
dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at http://www.thetakeoverpanel.org.uk/,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
information provided by Universe Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from Universe may be provided to IISL during the
Offer Period as required under Section 4 of Appendix 4 of the
Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement and the documents required to be
published by Rule 26 of the Takeover Code shall be made available
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions on Universe's website at
https://universeplc.com/investor-relations by no later than 12 noon
(London time) on the business day following the Announcement Date.
For the avoidance of doubt, the contents of the websites referred
to in this Announcement are not incorporated into and do not form
part of this Announcement.
Universe Shareholders may request a hard copy of this
Announcement by contacting Link Group between 8.30 a.m. to 5.30
p.m. (London time) Monday to Friday (except public holidays in
England and Wales) on 0371 664 0321 (or if calling from outside the
UK +44 (0) 371 664 0321) or by submitting a request in writing to
the Registrar of Companies at Link Group, Corporate Actions Team,
10th Floor, Central Square, 29 Wellington Street, Leeds LS1 4DL or
by email to shareholderenquiries@linkgroup.co.uk . Universe
Shareholders may also request that all future documents,
announcements and information in relation to the Acquisition should
be sent to them in hard copy form. Calls are charged at the
standard geographic rate and will vary by provider. Calls outside
the UK will be charged at the applicable international rate. If you
have received this Announcement in electronic form, copies of this
Announcement and any document or information incorporated by
reference into this document will not be provided unless such a
request is made.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, Universe
confirms that as at the Announcement Date, it has in issue and
admitted to trading on AIM 261,066,720 Universe Shares (excluding
Universe Shares held in treasury). The International Securities
Identification Number (ISIN) of the Universe Shares is
GB0009483594.
APPIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE
ACQUISITION
Part A: Conditions to the Scheme and Acquisition
1. The Acquisition will be conditional upon the Scheme becoming
unconditional and becoming Effective, subject to the provisions of
the Takeover Code, by no later than 11.59 p.m. on the Long Stop
Date.
Conditions of the Scheme
2. The Scheme will be subject to the following Conditions:
(a) (i) its approval by a majority in number representing not
less than 75 per cent. in value of Scheme Shareholders who are on
the register of members of Universe (or the relevant class or
classes thereof) at the Voting Record Time, present and voting (and
entitled to vote), whether in person or by proxy, at the Court
Meeting and at any separate class meeting which may be required by
the Court (or any adjournment thereof), and (ii) such Court Meeting
(and any separate class meeting which may be required by the Court)
being held on or before the 22(nd) day after the expected date of
the Court Meeting to be set out in the Scheme Document in due
course (or such later date as may be agreed between IISL and
Universe with the consent of the Panel (and that the Court may
approve if required));
(b) (i) the Special Resolution(s) being duly passed at the
Universe General Meeting (or any adjournment thereof); and (ii)
such Universe General Meeting being held on or before the 22(nd)
day after the expected date of the Universe General Meeting to be
set out in the Scheme Document in due course (or such later date as
may be agreed between IISL and Universe with the consent of the
Panel (and that the Court may approve if required));
(c) the sanction of the Scheme by the Court (with or without
modification but subject to any such modification being acceptable
to IISL and Universe); and
(d) the delivery of a copy of the Court Order to the Registrar of Companies.
General Conditions
3. In addition, subject as stated in Part B below and to the
requirements of the Panel, IISL and Universe have agreed that the
Acquisition will be conditional upon the following Conditions and,
accordingly, the Court Order will not be delivered to the Registrar
of Companies unless the following Conditions (as amended if
appropriate) have been satisfied or, where relevant, waived prior
to the Scheme being sanctioned by the Court:
Other Third Party clearances
(a) no Third Party having given notice of a decision to take,
institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference, or having required any action
to be taken or otherwise having done anything or having enacted,
made or proposed any statute, regulation, decision, order or change
to published practice and there not continuing to be outstanding
any statute, regulation, decision or order which would or might
reasonably be expected to:
(i) require, prevent or materially delay the divestiture, or
materially alter the terms envisaged for any proposed divestiture
by any member of the Wider IISL Group or any member of the Wider
Universe Group of all or any portion of their respective
businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or
any of them) or to own, control or manage any of their respective
assets or properties or any part thereof which, in any such case,
is material in the context of the Wider IISL Group or the Wider
Universe Group, in either case taken as a whole;
(ii) require, prevent or materially delay, or alter the terms
envisaged for, any proposed divestiture by any member of the Wider
IISL Group of any shares or other securities in Universe;
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider IISL Group
directly or indirectly to acquire or to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership
in respect of shares or loans or securities convertible into shares
or any other securities (or the equivalent) in any member of the
Wider Universe Group or to exercise management control over any
such member;
(iv) otherwise adversely affect the business, assets or profits
of any member of the Wider IISL Group or of any member of the Wider
Universe Group to an extent which is material in the context of the
Wider IISL Group or the Wider Universe Group, in either case taken
as a whole;
(v) make the Acquisition or its implementation or the
acquisition or proposed acquisition by IISL or any member of the
Wider IISL Group of any shares or other securities in, or control
of Universe void, illegal, and/or unenforceable under the laws of
any relevant jurisdiction, or otherwise, directly or indirectly,
restrain, restrict, prohibit, delay or otherwise adversely
interfere with the same, or impose additional conditions or
obligations with respect thereto, or otherwise challenge or
interfere therewith;
(vi) require (other than pursuant to the implementation of the
Scheme or, if applicable, sections 974 to 991 of the Companies Act)
any member of the Wider IISL Group or the Wider Universe Group to
acquire or to offer to acquire any shares or other securities (or
the equivalent) or interest in any member of the Wider Universe
Group or the Wider IISL Group or any asset owned by any third
party;
(vii) impose any material limitation on or result in any
material delay in the ability of any member of the Wider IISL Group
or any member of the Wider Universe Group to conduct, integrate or
co-ordinate its business, or any part of it, with the businesses or
any part of the businesses of any other member of the Wider IISL
Group and/or the Wider Universe Group in a manner which is adverse
to and material in the context of the Wider Universe Group or the
Wider IISL Group; or
(viii) result in any member of the Wider Universe Group ceasing
to be able to carry on business under any name under which it
presently does so,
and all applicable waiting and other time periods (including any
extensions thereof) during which any such Third Party could decide
to take, institute, implement or threaten any such action,
proceeding, suit, investigation, enquiry or reference or take any
other step under the laws of any jurisdiction in respect of the
Acquisition or proposed acquisition of any Universe Shares or
otherwise intervene having expired, lapsed, or been terminated, and
in all such cases in a manner which is material in the context of
the Wider IISL Group, the Wider Universe Group or the
Acquisition;
(b) all material filings, applications and/or notifications
which are necessary having been made in connection with the
Acquisition and all relevant waiting periods and other time periods
(including any extensions thereof) under any applicable legislation
or regulation of any jurisdiction having expired, lapsed or been
terminated and all material statutory or regulatory obligations in
any jurisdiction having been complied with in connection with the
Acquisition or the acquisition by any member of the Wider IISL
Group of any shares or other securities in, or control or
management of, Universe or any member of the Wider Universe Group
or the carrying on by any member of the Wider Universe Group of its
business in each case where the direct consequence of any failure
to make any such filing, application or notification or to wait for
the expiry, lapse or termination of any such waiting or other time
period or the failure to comply with any such statutory or
regulatory obligation would be unlawful in any relevant
jurisdiction or would give rise to a material risk of having a
material adverse effect on the Wider Universe Group taken as a
whole or the ability of IISL to implement the Acquisition;
(c) all authorisations, orders, recognitions, grants, consents,
licences, confirmations, clearances, permissions and approvals
which are necessary for the proposed Acquisition having been
obtained in terms and in a form reasonably satisfactory to IISL
from all necessary Third Parties or persons with whom any member of
the Wider Universe Group has entered into contractual arrangements
or other business relationships, in each case where the absence of
such authorisation, order, recognition, grant, consent, licence,
confirmation, clearance, permission and approval would have a
material adverse effect on the Wider IISL Group taken as a whole,
and all such authorisations, orders, recognitions, grants,
consents, licences, confirmations, clearances, permissions and
approvals together with all authorisations orders, recognitions,
grants, licences, confirmations, clearances, permissions and
approvals necessary to carry on the business of any member of the
Wider Universe Group on a basis similar in all material respects to
the basis on which it is conducted at the Announcement Date,
remaining in full force and effect, in each case where the absence
of any such authorisation order, recognition, grant, licence,
confirmation, clearance, permission or approval would give rise to
a material risk of having a material adverse effect on the Wider
IISL Group taken as a whole and all material filings necessary for
such purpose have been made and there being no notice or intimation
of any intention to revoke, suspend, restrict, modify or not to
renew any of the same at the time at which the Acquisition becomes
otherwise unconditional and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with where any
such failure to make a filing or notice of intention so received
would give rise to a material risk of having a material adverse
effect on the Wider IISL Group taken as a whole;
Circumstances arising as a result of any arrangement, agreement
etc.
(d) except as Disclosed, there being no provision of any
arrangement, agreement, licence, permit, franchise, lease or other
instrument to which any member of the Wider Universe Group is a
party or by or to which any such member or any of its assets is or
may be bound, entitled or be subject which, as a consequence of the
Acquisition or the proposed acquisition by any member of the Wider
IISL Group of any shares or other securities in Universe or because
of a change in the control or management of any member of Universe
or otherwise, would or might reasonably be expected to result in,
in each case to an extent which is material and adverse in the
context of the Wider Universe Group taken as a whole or in the
context of the Acquisition:
(i) any monies borrowed by, or any other indebtedness or
liabilities, actual or contingent of, or any grant available to,
any member of the Wider Universe Group being or becoming repayable,
or capable of being declared repayable, immediately or prior to its
or their stated maturity date or repayment date, or the ability of
any such member to borrow monies or incur any indebtedness being
withdrawn or inhibited or being capable of becoming or being
withdrawn or inhibited;
(ii) the rights, liabilities, obligations, interests or business
of any member of the Wider Universe Group under any such
arrangement, agreement, licence, permit, lease or instrument or the
interests or business of any member of the Wider Universe Group in
or with any other firm or company or body or person (or any
agreement or arrangement relating to any such business or
interests) being or likely to become terminated or adversely
modified or affected or any onerous obligation or liability arising
or any adverse action being taken or arising thereunder;
(iii) any member of the Wider Universe Group ceasing to be able
to carry on business under any name under which it presently
carries on business;
(iv) any assets or interests of, or any asset the use of which
is enjoyed by, any member of the Wider Universe Group being or
falling to be disposed of or charged or ceasing to be available to
any such member or any right arising under which any such asset or
interest could be required to be disposed of or charged or could
cease to be available to any member of the Wider Universe Group
otherwise than in the ordinary course of business;
(v) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business,
property or assets of any member of the Wider Universe Group or any
such mortgage, charge or other security interest (whenever created,
arising or having arisen), becoming enforceable;
(vi) the business, assets, value, financial or trading position,
profits, prospects or operational performance of any member of the
Wider Universe Group being prejudiced or adversely affected;
(vii) the creation or acceleration of any material liability
(actual or contingent) by any member of the Wider Universe Group
other than trade creditors or other liabilities incurred in the
ordinary course of business;
(viii) any liability of any member of the Wider Universe Group
to make any severance, termination, bonus or other payment to any
of its directors or other officers other than in the ordinary
course of business or consistent with past practice; or
(ix) any requirement of any member of the Wider Universe Group
to acquire, subscribe, pay up or repay any shares or other
securities (or the equivalent),
and no event having occurred which, under any provision of any
agreement, arrangement, licence, permit or other instrument to
which any member of the Wider Universe Group is a party to or by
which any such member of the Wider Universe Group any of its assets
may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are
referred to in subparagraphs (i) to (ix) of this Condition (d), in
each case which is or would be material in the context of the Wider
Universe Group taken as a whole;
No material transactions, claims or changes in the conduct of
the business of the Wider Universe Group
(e) except as Disclosed, no member of the Wider Universe Group
having since 22 November 2021:
(i) save as between Universe and the Wider Universe Group and
other than any shares issued or shares transferred from treasury
upon the exercise of any options granted under any of the Universe
Share Plans, issued or agreed to issue or authorised or proposed or
announced its intention to authorise or propose the issue of
additional shares of any class, or securities or securities
convertible into, or exchangeable for, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible
securities or transferred or sold or agreed to transfer or sell or
authorised or proposed the transfer or sale of Universe Shares out
of treasury;
(ii) recommended, declared, paid or made or proposed or agreed
to recommend, declare, pay or make any bonus issue, dividend or
other distribution (whether payable in cash or otherwise) other
than to Universe or one of its wholly-owned subsidiaries;
(iii) save as between Universe and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries, merged with (by
statutory merger or otherwise) or demerged from or acquired any
body, corporate, partnership or business or acquired or disposed
of, or transferred, mortgaged or charged or created any security
interest over, any assets or any right, title or interest in any
asset (including shares and trade investments) or authorised,
proposed or announced any intention to do so, in each case other
than in the ordinary course of business and, in each case, to an
extent which is material in the context of the Wider Universe Group
taken as a whole;
(iv) save as between Universe and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries, made, authorised,
proposed or announced an intention to propose any change in its
loan capital or issued or authorised the issue of any
debentures;
(v) issued, authorised or proposed or announced an intention to
authorise or propose the issue of, or made any change in or to the
terms of, any debentures or (save in the ordinary course of
business or as between Universe and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries) incurred or increased
any indebtedness or become subject to any contingent liability in
each case which is material in the context of the Wider Universe
Group taken as a whole;
(vi) entered into, varied, authorised or proposed entry into or
variation of, or announced its intention to enter into or vary, any
contract, transaction, arrangement or commitment (whether in
respect of capital expenditure or otherwise) except in the ordinary
course of business which is of a long term, unusual or onerous
nature or magnitude, or which is or is likely to be restrictive on
the business of any member of the Wider Universe Group or which
involves or could reasonably be expected to involve an obligation
of such a nature or magnitude or which is other than in the
ordinary course of business, in any such case to an extent which is
material in the context of the Wider Universe Group taken as a
whole;
(vii) entered into, varied, authorised or announced its
intention to enter into or vary to a material extent the terms of
or made any offer (which remains open for acceptance), to enter
into or vary to a material extent the terms of, any contract,
commitment, arrangement or any service agreement with any director
or senior executive of the Wider Universe Group save for salary
increases, bonuses or variations of terms in the ordinary
course;
(viii) proposed, agreed to provide or modified the terms of any
share option agreement, share option scheme, incentive scheme, or
other benefit relating to the employment or termination of
employment of any employee of the Wider Universe Group other than
in the ordinary course of business and in each case which is
material in the context of the Wider Universe Group taken as a
whole;
(ix) made or agreed or consented to any material change to the
terms of the trust deeds and rules constituting the pension
scheme(s) established for its directors, employees or their
dependents or to the benefits which accrue, or to the pensions
which are payable, thereunder, or to the basis on which
qualification for, or accrual or entitlement to, such benefits or
pensions are calculated or determined or to the basis upon which
the liabilities (including pensions) of such pension schemes are
funded or made, or agreed or consented to (in each case which is
material in the context of the Wider Universe Group taken as a
whole) and otherwise than as required by law;
(x) entered into, implemented or effected, or authorised,
proposed or announced its intention to implement or effect, any
joint venture, asset or profit sharing arrangement, partnership,
composition, assignment, reconstruction, amalgamation, commitment,
scheme or other transaction or arrangement (other than the Scheme)
otherwise than in the ordinary course of business;
(xi) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities
or reduced or, save in respect of the matters mentioned in
sub-paragraph (i) above, made any other change to any part of its
share capital which is material in the context of the Wider
Universe Group taken as a whole;
(xii) other than with respect to claims between Universe and its
wholly owned subsidiaries (or between such subsidiaries), waived,
compromised or settled any claim or admitted any dispute, claim or
counter-claim whether made or potential and whether by or against
any member of the Wider Universe Group and which is material in the
context of the Wider Universe Group taken as a whole or in the
context of the Acquisition;
(xiii) except as disclosed on publicly available registers, made
any material alteration to its articles of association or other
constitutional documents (in each case, other than in connection
with the Scheme);
(xiv) (other than in respect of a member of the Wider Universe
Group which is dormant and was solvent at the relevant time) taken
or proposed any steps, corporate action or had any legal
proceedings instituted or threatened against it in relation to the
suspension of payments, a moratorium of any indebtedness, its
winding-up (voluntary or otherwise), dissolution, reorganisation or
for the appointment of any administrator, receiver, manager,
administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues or any analogous
proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction or had any such person appointed and which is
material in the context of the Wider Universe Group taken as a
whole or in the context of the Acquisition;
(xv) been unable, or admitted in writing that it is unable, to
pay its debts, or having stopped or suspended (or threatened to
stop or suspend) payment of its debts generally or ceased or
threatened to cease carrying on all or a substantial part of its
business which is material in the context of the Wider Universe
Group taken as a whole or in the context of the Acquisition;
(xvi) commenced negotiations with any of its creditors with a
view to rescheduling or restructuring any of its indebtedness or
entered into a composition, compromise, assignment or arrangement
with any of its creditors whether by way of a voluntary
arrangement, scheme of arrangement, deed of compromise or otherwise
which, in any such case, is material in the context of the Wider
Universe Group taken as a whole or in the context of the
Acquisition;
(xvii) entered into any contract, commitment, agreement or
arrangement otherwise than in the ordinary course of business or
passed any resolution or made any offer (which remains open for
acceptance) with respect to or announced an intention to, or to
propose to, effect any of the transactions, matters or events
referred to in this Condition (e);
(xviii) entered into any contract, transaction or arrangement
which would be materially restrictive on the business of any member
of the Wider Universe other than to a nature and extent which is
normal in the context of the business concerned;
(xix) terminated or varied the terms of any agreement or
arrangement between any member of the Wider Universe Group and any
other person in a manner which would or might be expected to have a
material adverse effect on the financial position of the Wider
Universe Group taken as a whole; or
(xx) having taken (or agreed or proposed to take) any action
which requires, or would require, the consent of the Panel or the
approval of Universe Shareholders in general meeting in accordance
with, or as contemplated by, Rule 21.1 of the Takeover Code except
with the consent of IISL;
No material adverse change, litigation or regulatory enquiry
(f) since 22 November 2021, and except as Disclosed, there having been:
(i) no adverse change and no circumstance having arisen which
would be expected to result in any adverse change (other than a
result of or in connection with the Acquisition) or deterioration
in the business, assets, value, financial or trading position,
profits or operational performance of any member of the Wider
Universe Group to an extent which, in any such case, is material to
the Wider Universe Group taken as a whole;
(ii) no litigation, arbitration proceedings, prosecution or
other legal or regulatory proceedings to which any member of the
Wider Universe Group is or may become a party (whether as claimant
or defendant or otherwise), and no enquiry, review, investigation
or enforcement proceedings by, or complaint or reference to, any
Third Party against or in respect of any member of the Wider
Universe Group having been threatened, announced or instituted by
or against, or remaining outstanding in respect of, any member of
the Wider Universe Group, in each case which would reasonably be
expected to have a material adverse effect on the Wider Universe
Group taken as a whole; (iii) no contingent or other liability
having arisen, increased or become apparent which is reasonably
likely to adversely affect the business, assets, financial or
trading position or profits of any member of the Wider Universe
Group to an extent which is material in the context of the Wider
Universe Group taken as a whole; and (iv) no member of the Wider
Universe Group having conducted its business in breach of any
applicable laws and regulations which in any case is material and
adverse in the context of the Wider Universe Group taken as a
whole;
(g) except as Disclosed, IISL not having discovered:
(i) that any financial, business or other information concerning
the Wider Universe Group publicly announced or Disclosed to any
member of the Wider IISL Group at any time prior to this
Announcement by or on behalf of any member of the Wider Universe
Group or to any of their advisers is misleading, contains a
misrepresentation of fact or omits to state a fact necessary to
make that information not misleading and which was not subsequently
corrected before the Announcement Date by disclosure by or on
behalf of the Wider Universe Group through the publication of an
announcement via a Regulatory Information Service or otherwise;
(ii) that any member of the Wider Universe Group is subject to
any liability (actual or contingent) and which is not disclosed in
the 2020 Universe Annual Report or in the 2021 Universe Interim
Results Announcement; or
(iii) any information which affects the import of any
information disclosed to any member of the Wider IISL Group at any
time prior to this Announcement by or on behalf of any member of
the Wider Universe Group,
in each case, which is material in the context of the Wider
Universe Group taken as a whole;
Anti-corruption and sanctions
(h) except as Disclosed, IISL not having discovered that:
(i) any past or present member, director, officer or employee of
the Wider Universe Group or any person that performs or has
performed services for or on behalf of any member of the Wider
Universe Group is or has at any time engaged in any activity,
practice or conduct in contravention of the UK Bribery Act 2010,
the US Foreign Corrupt Practices Act of 1977, as amended or any
other applicable anti-corruption legislation;
(ii) any past or present member, director, officer or employee
of the Universe Group, or any other person for whom any such person
may be liable or responsible under applicable law, has engaged in
any activity or business with, or made any investments in, or made
any funds or assets available to or received any funds or assets
from: (a) any government, entity or individual in respect of which
US or European Union persons, or persons operating in those
territories, are prohibited from engaging in activities or doing
business, or from receiving or making available funds or economic
resources, by US or European Union laws or regulations, including
the economic sanctions administered by the United States Office of
Foreign Assets Control, or HM Treasury; or (b) any government,
entity or individual targeted by any of the economic sanctions of
the United Nations, the US, the European Union or any of its member
states; and
(iii) a member of the Universe Group has engaged in any
transaction which would cause any member of the Wider IISL Group to
be in breach of any applicable law or regulation on completion of
the Acquisition, including the economic sanctions administered by
the United States Office of Foreign Assets Control or HM Treasury
or any government, entity or individual targeted by any of the
economic sanctions of the United Nations, US or the European Union
or any of its member states;
No criminal property
(i) except as Disclosed, IISL not having discovered that any
asset of any member of the Wider Universe Group constitutes
criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (but disregarding paragraph (b) of that
definition);
Intellectual property
(j) except as Disclosed, no circumstance having arisen or event
having occurred since the Announcement Date in relation to any
intellectual property owned, used or licensed by the Wider Universe
Group or licensed by the Universe Group to any third parties,
including:
(i) any member of the Wider Universe Group losing its title to
any intellectual property or any intellectual property owned by the
Wider Universe Group being revoked, cancelled or declared
invalid;
(ii) any agreement regarding the use of any intellectual
property licensed to or by any member of the Wider Universe Group
being terminated or varied; or
(iii) any legal proceedings being commenced alleging that any
member of the Wider Universe Group has infringed the intellectual
property rights of a third party; or
(iv) any member of the Wider Universe Group being found to have
infringed the intellectual property rights of a third party,
in each case, which is material and adverse in the context of
the Wider Universe Group taken as a whole.
Part B: Further terms of the Acquisition
1. Subject to the requirements of the Panel and the Takeover
Code, IISL reserves the right in its sole discretion to waive:
(a) the deadline set out in paragraph 1 of Part A of this
Appendix I, and any of the deadlines set out in paragraph 2 of Part
A of this Appendix I for the timing of the Court Meeting and the
Universe General Meeting. If any such deadline is not met, IISL
shall make an announcement by 7.00 a.m. on the Business Day
following such deadline confirming whether it has invoked or waived
the relevant Condition or agreed with Universe to extend the
deadline in relation to the relevant Condition; and
(b) in whole or in part, all or any of the Conditions listed in
Part A above, except for Conditions 2(a)(i), 2(b)(i), 2(c) and 2(d)
(Conditions of the Scheme) which cannot be waived.
2. Conditions 3(a) to (j) (inclusive) must each be fulfilled, or
(if capable of waiver) be waived by IISL by no later than 11.59
p.m. on the date immediately preceding the date of the Sanction
Hearing, failing which the Acquisition will lapse. IISL shall be
under no obligation to waive (if capable of waiver) or treat as
satisfied any of the Conditions that it is entitled (with the
consent of the Panel and subject to the requirements of the
Takeover Code) to invoke, by a date earlier than the latest date
specified above for the fulfilment or waiver thereof,
notwithstanding that the other Conditions may at such earlier date
have been waived or fulfilled and that there are at such earlier
date no circumstances indicating that any of such Conditions may
not be capable of fulfilment.
3. If IISL is required by the Panel to make an offer for
Universe Shares under the provisions of Rule 9 of the Takeover
Code, IISL may make such alterations to any of the above Conditions
and terms of the Acquisition as are necessary to comply with the
provisions of that Rule.
4. Under Rule 13.5(a) of the Takeover Code, IISL may only invoke
a Condition so as to cause the Acquisition not to proceed, to lapse
or to be withdrawn with the consent of the Panel. The Panel will
normally only give its consent if the circumstances which give rise
to the right to invoke the Condition are of material significance
to IISL in the context of the Acquisition. This will be judged by
reference to the facts of each case at the time that the relevant
circumstances arise. The Conditions contained in Conditions 1 and
2(a)(i), 2(b)(i), 2(c) and 2(d) of Part A and, if applicable, any
acceptance condition if the Acquisition is implemented by means of
a Takeover Offer, are not subject to this provision of the Takeover
Code. Any Condition that is subject to Rule 13.5(a) may be waived
by IISL.
5. IISL reserves the right to elect to implement the Acquisition
by way of a Takeover Offer as an alternative to the Scheme (subject
to the Panel's consent and the terms of the Co-operation
Agreement). In such event, the Acquisition will be implemented on
the same terms (subject to appropriate amendments including
(without limitation) the inclusion of an acceptance condition set
at 75 per cent. (or such lesser percentage as may be decided under
the Co-operation Agreement, subject to the rules of the Takeover
Code and with the consent of the Panel (if necessary)) of the
Universe Shares to which the Acquisition relates) as those which
would apply to the Scheme. Further, if sufficient acceptances of
such Takeover Offer are received and/or sufficient Universe Shares
are otherwise acquired, it would be the intention of IISL to apply
the provisions of the Companies Act to acquire compulsorily any
outstanding Universe Shares to which such Takeover Offer
relates.
6. The Acquisition will be governed by the laws of England and
Wales and be subject to the jurisdiction of the English courts and
to the Conditions set out above. The Scheme will be subject to the
applicable requirements of the Takeover Code, the Panel, the London
Stock Exchange, the FCA and the Registrar of Companies.
7. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
8. The Universe Shares will be acquired by IISL fully paid and
free from all liens, equities, charges, encumbrances, options,
rights of pre-emption and any other third party rights and
interests of any nature and together with all rights now or
hereafter attaching or accruing to them, including (without
limitation) voting rights and the right to receive and retain in
full all dividends and other distributions (if any) declared, made
or paid, or any other return of value (whether by way of reduction
of share capital, repurchase or redemption or otherwise) made on or
after the Announcement Date.
9. If, on or after the Announcement Date and prior to the
Effective Date, any dividend, distribution or other return of value
is declared, paid or made or becomes payable by Universe in respect
of the Universe Shares, IISL reserves the right (without prejudice
to any right of IISL, with the consent of the Panel, to invoke the
Condition set out in paragraph 3(e)(ii) of Part A of this Appendix
I) to reduce the consideration payable under the terms of the
Acquisition for the Universe Shares to reflect the aggregate amount
of such dividend, distribution or other return of value or excess.
In such circumstances, Universe Shareholders would be entitled to
receive and retain any such dividend, distribution or other return
of value declared, made or paid.
If and to the extent that any such dividend, distribution or
other return of value is paid or made in respect of the Universe
Shares prior to the Effective Date, and IISL exercises its rights
under this paragraph 9 to reduce the consideration payable under
the terms of the Acquisition for the Universe Shares, any reference
in this Announcement to the consideration payable under the terms
of the Acquisition shall be deemed to be a reference to the
consideration as so reduced.
If and to the extent that any such dividend, distribution or
other return of value has been declared or announced but not paid
or made or is not payable in respect of the Universe Shares prior
to the Effective Date or by reference to a record date prior to the
Effective Date or is (i) transferred pursuant to the Acquisition on
a basis which entitles IISL to receive the dividend, distribution
or other return of value and to retain it; or (ii) cancelled before
payment, the consideration payable under the terms of the
Acquisition for the Universe Shares shall not be subject to change
in accordance with this paragraph 9.
Any exercise by IISL of its rights referred to in this paragraph
9 shall be the subject of an announcement and, for the avoidance of
doubt, shall not be regarded as constituting any revision or
variation of the Scheme or the Acquisition.
10. The Acquisition is not being made, directly or indirectly,
in, into or from, or by use of the mails of, or by any means of
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of, any jurisdiction where to do so would
violate the laws of that jurisdiction.
11. The Acquisition will be subject, inter alia, to the
satisfaction (or waiver, if permitted) of the Conditions and
certain further terms which are set out in this Appendix I and
those terms which will be set out in the Scheme Document and the
Co-operation Agreement and such further terms as may be required to
comply with the AIM Rules and the provisions of the Takeover
Code.
12. The availability of the Acquisition to persons not resident
in the UK may be affected by the laws of the relevant jurisdiction.
Any persons who are subject to the laws of any jurisdiction other
than the UK should inform themselves about and observe any
applicable requirements. Further information in relation to
Overseas Shareholders will be contained in the Scheme Document.
APPIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement, unless otherwise stated, or the context
otherwise requires, the following sources and bases have been
used:
1. The value placed by the Acquisition on the existing issued
ordinary share capital of Universe is based on 261,066,720 Universe
Shares in issue and 14,676,260 Universe Shares which may be issued
on or after the Announcement Date to satisfy the exercise of
options outstanding under the Universe Share Plans on 22 November
2021, being the last Business Day prior to the Announcement Date.
The International Securities Identification Number for Universe
Shares is GB0009483594.
2. Unless otherwise stated, all prices and Closing Prices for
Universe Shares are closing middle market quotations derived from
the Stock Exchange Daily Official List (SEDOL) of the London Stock
Exchange.
3. The premium calculations to the price per Universe Share have
been calculated by reference to a price of 5.25 pence per Universe
Share, being the closing price on 22 November 2021 (being the last
Business Day prior to the commencement of the Offer Period).
4. Volume weighted average prices have been derived from
Refinitiv Eikon and have been rounded to the nearest two decimal
places.
5. Unless otherwise stated, the financial information relating
to Universe is extracted (without material adjustment) from the
audited final results of Universe for the financial year to 31
December 2020 or from the unaudited interim results of Universe for
the six months ended 30 June 2021 or from the research note
published by finnCap on 29 September 2021 (as appropriate).
6. Certain figures included in this Announcement have been subject to rounding adjustments.
APPIX III
IRREVOCABLE UNDERTAKINGS AND LETTERS OF INTENT
1. Universe Directors' Irrevocable Undertakings
The following Universe Directors have given irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting
and the Special Resolution(s) to be proposed at the Universe
General Meeting:
Number of Universe
Shares in respect of Percentage of Universe
which undertaking is issued ordinary share
Name of Universe Director given capital*
Andrew Blazye 20,342,785 7.79%
---------------------- -----------------------
Neil Radley 1,999,790 0.77%
---------------------- -----------------------
Malcolm Coster 2,844,111 1.09%
---------------------- -----------------------
Ivan Brooks 400,000 0.15%
---------------------- -----------------------
Adrian Wilding 200,000 0.08%
---------------------- -----------------------
* based on the number of Universe Shares in issue on 22 November
2021 (being the last Business Day prior to the Announcement
Date).
These irrevocable undertakings also extend to any Universe
Shares acquired by the Universe Directors on or before the
Effective Date or the exercise of options under the Universe Share
Plans. As at 22 November 2021 (being the last Business Day prior to
Announcement Date), the Universe Directors hold the following
options which will entitle them to subscribe for the following
Universe Shares upon the vesting of the options:
Number of Universe Shares that
can be acquired on the vesting
Name of Universe Director of options
Neil Radley 6,207,760
--------------------------------
Adrian Wilding 2,444,000
--------------------------------
Malcom Coster 100,000
--------------------------------
2. Provisions common to all Universe Directors' irrevocable undertakings
The irrevocable undertakings given by the Universe Directors
remain binding in the event a higher competing offer is made for
Universe and will only cease to be binding if:
-- the Scheme Document is not sent to Universe Shareholders
within 28 days (or such longer period as the Panel may agree) after
the Announcement Date other than as a result of a delay
attributable to Universe;
-- the Acquisition is implemented by way of a Takeover Offer,
the Offer Document is not sent to Universe Shareholders within 28
days (or such longer period as the Panel may agree) after the date
of the announcement of such Takeover Offer other than as a result
of a delay attributable to Universe;
-- IISL announces, with the consent of the Panel, that it does
not intend to proceed with the Acquisition and no new, revised or
replacement Takeover Offer or Scheme is announced in accordance
with Rule 2.7 of the Takeover Code at the same time;
-- the Scheme lapses or is withdrawn in accordance with its
terms and no new, revised or replacement Takeover Offer or Scheme
(on no less favourable terms) is announced in accordance with Rule
2.7 of the Takeover Code within (in the event of no other third
party firm offer for Universe having been announced under Rule 2.7
of the Code) five Business Days of any such lapsing or withdrawal
or (in the event of a third party firm offer for Universe having
been announced under Rule 2.7 of the Code) 21 days of any such
lapsing or withdrawal;
-- the Co-operation Agreement is terminated as a result of IISL
being in material breach or a material term of the Co-operation
Agreement; or
-- on the Long Stop Date.
If IISL exercises the right to switch to a Takeover Offer, these
irrevocable undertakings shall continue to be binding in accordance
with their terms.
Universe Shareholders' Irrevocable Undertakings
The following Universe Shareholders have given irrevocable
undertakings to vote in favour of the Scheme at the Court Meeting
and the Special Resolution(s) to be proposed at the Universe
General Meeting:
Name of Universe Shareholder Number of Universe Percentage of Universe
Shares in respect of issued ordinary
which undertaking is share capital*
given
Harwood Capital LLP 44,531,850 17.06%
---------------------- -----------------------
Downing LLP 44,058,131 16.88%
---------------------- -----------------------
* based on the number of Universe Shares in issue on 22 November
2021 (being the last Business Day prior to the Announcement
Date).
These irrevocable undertakings given by the Universe
Shareholders will only cease to be binding:
-- if this Announcement was not released by noon (London time)
on the date one day after the date of the undertakings or such
later date as IISL and Universe may agree in writing;
-- if IISL announces, with the consent of the Panel, that it
does not intend to make or proceed with the Acquisition and no new,
revised or replacement Scheme or Takeover Offer is announced in
accordance with Rule 2.7 of the Takeover Code at the same time;
-- if the Scheme lapses or is withdrawn and no new, revised or
replacement Scheme or Takeover Offer has been announced, in
accordance with Rule 2.7 of the Takeover Code, in its place or is
announced, in accordance within Rule 2.7 of the Takeover Code,
within 10 Business Days of such lapse or withdrawal;
-- on the Long Stop Date unless, on such date, IISL is bound to
make or has made a Takeover Offer that remains open for acceptance
in accordance with the Takeover Code;
-- immediately upon a higher competing offer being made for the
entire issued and to be issued share capital of Universe by a party
other than IISL; or
-- on the date on which any competing offer for the entire
issued and to be issued share capital of Universe is declared
wholly unconditional or, if proceeding by way of scheme of
arrangements, becomes effective.
If IISL exercises the right to switch to a Takeover Offer, these
irrevocable undertakings shall continue to be binding in accordance
with their terms.
Universe Shareholders' Letter of Intent
Ennismore Fund Management Limited has provided a letter of
intent to vote in favour of the Scheme at the Court Meeting and in
favour of the Special Resolution(s) to be proposed at the Universe
General Meeting:
Name of Universe Shareholder Number of Universe Percentage of Universe
Shares in respect of issued ordinary
which letter of intent share capital*
is given
Ennismore Fund Management
Limited 19,281,995 7.39%
------------------------ -----------------------
* based on the number of Universe Shares in issue on 22 November
2021 (being the last Business Day prior to the Announcement
Date).
APPIX IV
DEFINITIONS
The following definitions apply throughout this document unless
the context otherwise requires:
"2020 Universe Annual the annual report and audited accounts of
Report" the Universe Group for the year ended 31
December 2020;
"2021 Universe Interim the announcement of the unaudited results
Results Announcement" of the Universe Group for the six-month period
ended 30 June 2021;
"Acquisition" the proposed acquisition by IISL of the entire
issued, and to be issued, ordinary share
capital of Universe not already owned or
controlled by the IISL Group, to be effected
by means of the Scheme, or should IISL so
elect in accordance with the terms of the
Co-operation Agreement with the consent of
the Panel, by means of a Takeover Offer,
and where the context admits, any subsequent
revision, variation, extension or renewal
thereof;
"Acquisition Price" 12 pence per Universe Share;
"AIM" the AIM market operated by the London Stock
Exchange;
"AIM Rules" the 'AIM Rules for Companies' issued by the
London Stock Exchange from time to time;
"Announcement" this Announcement, including the Appendices,
made pursuant to Rule 2.7 of the Takeover
Code;
"Announcement Date" 23 November 2021;
"Appendices" the appendices to this Announcement and Appendix
has a corresponding meaning;
"Business Day" a day, not being a public holiday, Saturday
or Sunday, on which clearing banks in London
are open for normal business;
"Closing Price" the closing middle market price of a Universe
Share as derived from the Daily Official
List on any particular date;
"Combined Group" the IISL Group and the Universe Group, collectively;
"Companies Act" the Companies Act 2006, as amended from time
to time;
"Conditions" the conditions to the implementation of the
Acquisition, as set out in Part A of Appendix
I to this Announcement and to be set out
in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement between PDI
and Universe dated 5 November 2020 (as amended
on 30 September 2021 and on 4 November 2021);
"Co-operation Agreement" the co-operation agreement between IISL and
Universe dated 23 November 2021;
"Court" High Court of Justice in England and Wales;
"Court Meeting" the meeting of Scheme Shareholders to be
convened at the direction of the Court pursuant
to Part 26 of the Companies Act at which
a resolution will be proposed to approve
the Scheme (with or without amendment), including
any adjournment thereof;
"Court Order" the order of the Court sanctioning the Scheme
under Part 26 of the Companies Act;
"CREST" the relevant system (as defined in the Regulations)
in respect of which Euroclear is the operator
(as defined in CREST);
"Daily Official List" the daily official list of the London Stock
Exchange;
"Dealing Disclosure" an announcement pursuant to Rule 8 of the
Takeover Code containing details of dealings
in interests in relevant securities of a
party to an offer;
"Disclosed" the information disclosed by or on behalf
of Universe: (i) in the 2020 Universe Annual
Report or the 2021 Universe Interim Results
Announcement; (ii) in this Announcement;
(iii) in any other announcement to a Regulatory
Information Service before the Announcement
Date; (iv) fairly disclosed in writing (including
via the virtual data room operated by or
on behalf of PDI in respect of the Acquisition
or via e-mail) before the Announcement Date
to IISL or IISL's advisers (in their capacity
as such); or (v) disclosed during any management
presentation in connection with the Acquisition
attended by Universe, on the one hand, and
any of IISL, PDI or their respective officers,
employees, agents or advisers (in their capacity
as such);
"Effective" in the context of the Acquisition: (i) if
the Acquisition is effected by way of the
Scheme, the Scheme having become effective
pursuant to its terms; or (ii) if the Acquisition
is implemented by way of a Takeover Offer,
the Takeover Offer having been declared or
having become unconditional in all respects
in accordance with the requirements of the
Takeover Code;
"Effective Date" the date on which the Acquisition becomes
Effective;
"EMI" Enterprise Management Incentive;
"Euroclear" Euroclear UK & International Limited;
"Excluded Shares" any Universe Shares (i) legally or beneficially
owned by any member of the Wider IISL Group
and (ii) held in treasury;
"First Lien Credit the agreement originally dated 19 March 2019,
and Guaranty Agreement" among PDI TA Holdings, Inc. (an indirect
parent of IISL) as borrower, the guarantors
and lenders from time to time party thereto
and Barings Finance LLC, as administrative
agent;
"finnCap" finnCap Ltd;
"FCA" or "Financial Financial Conduct Authority of the UK or
Conduct Authority" its successor from time to time;
"FCA Handbook" the FCA's Handbook of rules and guidance
as amended from time to time;
"IISL" Inform Information Systems Limited;
"IISL Group" IISL and its parent undertakings and its
and such parent undertakings' subsidiary
undertakings excluding Insight;
"Insight" Insight PDI Holdings, LLC;
"London Stock Exchange" London Stock Exchange plc or its successor;
"Long Stop Date" 28 February 2022 or such later date as may
be agreed between IISL and Universe and,
if required, the Panel and the Court may
allow (if such approval(s) are required);
"Market Abuse Regulation" the Market Abuse Regulation (EU) (596/2014)
(as it forms part of the laws of the UK by
virtue of the European Union (Withdrawal)
Act 2018 (as amended));
"Meetings" the Court Meeting and the Universe General
Meeting;
"Offer Period" the offer period (as defined by the Takeover
Code) relating to Universe which commenced
on 23 November 2021;
"Opening Position Disclosure" an announcement pursuant to Rule 8 of the
Takeover Code containing details of interests
or short positions in, or rights to subscribe
for, any relevant securities of a party to
the Acquisition;
"Overseas Shareholders" holders of Scheme Shares who are resident
in, ordinarily resident in, or citizens of,
jurisdictions outside the UK;
"Panel" the UK Panel on Takeovers and Mergers;
"PDI" Professional DataSolutions, Inc.;
"Registrar of Companies" the Registrar of Companies in England and
Wales;
"Regulations" the Uncertificated Securities Regulations
2001;
"Regulatory Information a regulatory information service as defined
Service" in the FCA Handbook;
"relevant securities" as the context requires, Universe Shares,
other Universe share capital and any securities
convertible into or exchangeable for, and
rights to subscribe for, any of the foregoing;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations
may result in a significant risk of civil,
regulatory or criminal exposure if information
concerning the Acquisition is sent or made
available to Universe Shareholders in that
jurisdiction;
"Sanction Hearing" the Court hearing to sanction the Scheme;
"Scheme" the proposed scheme of arrangement under
Part 26 of the Companies Act between Universe
and the holders of the Scheme Shares, with
or subject to any modification, addition
or condition approved or imposed by the Court
and agreed by Universe and IISL;
"Scheme Document" the document to be sent to Universe Shareholders
and persons with information rights containing,
amongst other things, the Scheme and notices
of the Meetings and information regarding
the proxy forms in respect of the Meetings;
"Scheme Record Time" the time and date to be specified in the
Scheme Document, expected to be 6.00 p.m.
on the Business Day immediately following
the date of the Sanction Hearing;
"Scheme Shareholders" holders of Scheme Shares;
"Scheme Shares" all Universe Shares: (i) in issue at the
date of the Scheme Document and which remain
in issue at the Scheme Record Time; (ii)
(if any) issued after the date of the Scheme
Document but before the Voting Record Time
and which remain in issue at the Scheme Record
Time; and (iii) (if any) issued at or after
the Voting Record Time but at or before the
Scheme Record Time on terms that the holder
thereof shall be bound by the Scheme in respect
of which the original or any subsequent holders
thereof are, or shall have agreed in writing
to be, bound by the Scheme which remain in
issue at the Scheme Record Time, in each
case other than any Excluded Shares;
"Special Resolution(s)" the special resolution(s) to be proposed
at the Universe General Meeting including,
amongst other things, in connection with
implementation of the Scheme and certain
amendments to be made to the articles of
association of Universe;
"Takeover Code" the City Code on Takeovers and Mergers issued
by the Panel, as amended from time to time;
"Takeover Offer" subject to the consent of the Panel and the
terms of the Co-operation Agreement, should
the Acquisition be implemented by way of
a takeover offer as defined in Chapter 3
of Part 28 of the Companies Act, the offer
to be made by or on behalf of IISL to acquire
the entire issued, and to be issued, share
capital of Universe, other than Universe
Shares owned or controlled by the IISL Group
and, where the context admits, any subsequent
revision, variation, extension or renewal
of such offer;
"UK" United Kingdom of Great Britain and Northern
Ireland;
"Universe" or "Company" Universe Group plc;
"Universe Board" or the directors of Universe at the time of
"Universe Directors" this Announcement or, where the context so
requires, the directors of Universe from
time to time;
"Universe General Meeting" the general meeting of Universe Shareholders
to be convened to consider and if thought
fit pass, inter alia, the Special Resolution(s)
in relation to the Scheme including any adjournments
thereof;
"Universe Group" Universe and its subsidiary undertakings
and where the context permits, each of them;
"Universe Shareholder(s)" holders of Universe Shares;
"Universe Share(s)" the existing unconditionally allotted or
issued and fully paid ordinary shares of
one pence each in the capital of Universe
and any further such ordinary shares that
are unconditionally allotted or issued before
the Scheme becomes Effective;
"Universe Share Plans" the EMI arrangements and the non-tax advantaged
arrangements pursuant to which Universe has
granted options to the employees of the Universe
Group to subscribe for Universe Shares;
"US" United States of America;
"Voting Record Time" the time and date to be specified in the
Scheme Document by reference to which entitlement
to vote on the Scheme will be determined;
"Wider IISL Group" IISL and its parent undertakings and its
and such parent undertakings' subsidiary
undertakings and associated undertakings
and any other body corporate partnership,
joint venture or person in which IISL and
all such undertakings (aggregating their
interests) have an interest of more than
20 per cent. of the voting or equity capital
or the equivalent; and
"Wider Universe Group" Universe and its subsidiaries, subsidiary
undertakings, associated undertakings and
any other body corporate, partnership, joint
venture or person in which Universe and such
undertakings (aggregating their interests)
have an interest of more than 20 per cent.
of the voting or equity capital or the equivalent
(excluding, for the avoidance of doubt, IISL
and all of its associated undertakings that
are not members of the Universe Group).
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "GBP", "pence" and "p" are to the lawful currency of the
United Kingdom from time to time.
All references to "US dollars", "US$", "$", "USD" are to the
lawful currency of the United States of America from time to
time.
All references to statutory provision or law or to any order or
regulation shall be construed as a reference to that provision,
law, order or regulation as extended, modified, replaced or
reenacted from time to time and all statutory instruments,
regulations and orders from time to time made thereunder or
deriving validity therefrom.
All times referred to are London, United Kingdom time unless
otherwise stated.
References to the singular include the plural and vice
versa.
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END
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