Urban&Civic : Proposed sale of GI Partners stake in U&C plc

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Proposed Placing of at least 20 million ordinary shares in Urban&Civic plc ('Urban&Civic' or the 'Company')

GIP U&C S.À R.L. (the 'Seller') announces its intention to sell at least 20 million ordinary shares ('PlacingShares') in the capital of Urban&Civic (the 'Placing'). Stifel Nicolaus Europe Limited ('Stifel') is acting as Sole Bookrunner.

The Placing Shares will be offered at a fixed price of 305 pence per Placing Share to institutional investors.

The bookbuilding period will commence today, 9 July 2018, and is expected to close during the course of Tuesday 10 July 2018 but may close at any time on short notice. The results of the Placing will be announced as soon as practicable after the closing of the bookbuilding process. The timing for the close of the bookbuild process and allocations are at the absolute discretion of Stifel and the Seller.

The Seller currently owns 40,447,293 ordinary shares in Urban&Civic, corresponding to 27.9 per cent of Urban&Civic's entire issued share capital and is therefore looking to sell at least half its stake. The Seller may increase or decrease the number of Placing Shares it chooses to sell to match investor demand.

In the context of the Placing, those ordinary shares in Urban&Civic held by the Seller which are not sold in the Placing will be subject to a 60-day lock-up undertaking from the closing of the Placing (subject to certain exceptions).

Urban&Civic will not receive any proceeds from the Placing.

Dealing Codes:

Ticker: UANC

ISIN for the Ordinary Shares: GB00BKT04W07

SEDOL for the Ordinary Shares: BKT04W0

Company's legal entity identifier: 213800WL3TK2BJGFCY44

For further information, please contact:

Stifel Nicolaus Europe Limited +44 (0) 20 7710 7600

Mark Young mark.young@stifel.com

David Arch david.arch@stifel.com

Tom Yeadon tom.yeadon@stifel.com

IMPORTANT NOTICE

This announcement is not for publication or distribution or release, directly or indirectly, in whole or in part, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, South Africa or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this announcement or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, South Africa, Japan or any other jurisdiction in which such offer or solicitation is unlawful. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'Securities Act'), or under the applicable securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States, absent registration under or an exemption from, or transaction not subject to, the registration requirements of, the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. No public offering of securities is being made in the United States or in any other jurisdiction.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority of the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

In member states of the European Economic Area ('EEA') which have implemented the Prospectus Directive (each, a 'Relevant Member State'), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ('Qualified Investors'). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the 'Order'); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as 'relevant persons'). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Urban&Civic and Urban&Civic's shares. Such information has not been independently verified by the Seller, Stifel or any of their respective affiliates. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

In connection with the Placing, Stifel and any of its affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such Placing Shares and other securities of Urban&Civic or related investments in connection with the Placing or otherwise. Accordingly, references to the shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Stifel and any of its affiliates acting as investors for their own accounts. Stifel does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Urban&Civic or Urban&Civic's shares. Stifel is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Stifel is acting for the Seller only in connection with the Placing and no one else, and will not be responsible to anyone other than the Seller for providing the protections offered to clients of Stifel nor for providing advice in relation to the Placing Shares or the Placing.

Neither the Seller nor any of its directors, partners, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any information relating to Urban&Civic or its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.