Wellcome Trust reached an agreement to acquire Urban&Civic plc (LSE:UANC) from J O Hambro Capital Management Limited, Investec Wealth & Investment Limited and others for approximately £500 million on November 6, 2020. Under the terms of the transaction, Wellcome Trust will pay £3.45 per share in cash. The cash consideration payable to Urban&Civic shareholders will be provided by Wellcome from its existing cash resources. It is intended that the acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act. A request will be made to the London Stock Exchange to cancel trading in Urban&Civic Shares and to the Financial Conduct Authority to de-list Urban&Civic from the official list and to re-register it as a private company. Wellcome has no intention to make any change to the continued employment of the employees and management of the Urban&Civic Group, including any material changes to the terms and conditions of employment or in the balance of skills and functions of the management and employees of the Urban&Civic Group organization. Wellcome does not intend to undertake any material restructurings of the Urban&Civic Group's operations or business locations, and does not intend to change the location of its headquarters and headquarters functions. No changes are expected with respect to the deployment of the Urban&Civic Group's fixed asset base. The transaction is subject to approval from the requisite majority or majority shareholders of Urban&Civic (not less than 75%), all necessary statutory or regulatory obligations in any jurisdiction having been complied with and approval from Court of Session at Edinburgh. The general meeting of shareholders of Urban&Civic is expected to be held immediately after the court meeting. The board of directors of Urban&Civic intend to unanimously recommend that Urban&Civic shareholders vote in favor of the transaction. As of November 5, 2020, J O Hambro Capital Management has irrevocably undertaken to vote in favor of the transaction for 6.9 million shares and has given a letter of intent to vote in favour of the scheme in respect of 2.7 million shares of Urban&Civic. Alan Dickinson, Alan Dickinson, Robin Butler, David Wood, Ian Barlow, June Barnes, Sanjeev Sharma, William Holland, Rosemary Boot and Jon Di-Stefano have also irrevocably undertaken (collectively) to vote in favor of the transaction for 1.9 million shares of Urban&Civic held by them. As of November 6, 2020, Investec Wealth & Investment supports the transaction with Wellcome Trust with 14.07 million, representing 9.7% stake in Urban&Civic. As a result, Wellcome has received letters of intent in respect of 16.7 million shares, representing 11.5% stake and an irrevocable undertakings already received by Wellcome in respect of 10.31 million shares representing 7.1% of Urban&Civic's issued ordinary share capital, remain unchanged. As of November 20, 2020 the court meeting and general meeting to approve the transaction will be held on December 14, 2020 and the court hearing will be held on January 19, 2021. As of December 14, 2020 the transaction has been approved in the court meeting and general meeting of Urban's shareholders. As of January 19, 2021, the transaction has been approved by the Court. The long stop date for the transaction is June 30, 2021. Transaction is expected to complete in Q1 2021. If the scheme does not become effective on or before the long stop date, it will lapse and the acquisition will not proceed. As of November 20, 2020 the transaction is expected to complete on January 21, 2021. Ian Hart and Aadhar Patel of UBS AG, London Branch acted as financial advisors and Roland Turnill, Natalie Cook, Ed Fife, Claire Jeffs, Padraig Cronin, Jane Edwarde and Dominic Robertson of Slaughter and May acted as legal advisors to Wellcome Trust. Bronson Albery, Celia Murray, Tara Morrison and Jonty Edwards of JPMorgan Cazenove Ltd. acted as financial advisor and Corporate Broker. Ciaran Carvalho, Clare Thomas, Graham Muir, Andrew McLean, Russell Hoare, Graeme MacLeod, Gemma Hall, Sarojah Sethivalu, Georgia Cherry, Iain Newman, Kristy Duane and Jack Shepherd of CMS Cameron McKenna Nabarro Olswang LLP acted as legal advisor to Urban&Civic plc. Karen Davies of Ashurst acted as a legal advisor to UBS AG. Wellcome Trust completed the acquisition of Urban&Civic plc (LSE:UANC) from J O Hambro Capital Management Limited, Investec Wealth & Investment Limited and others on January 21, 2021. Post acquisition entire issued share capital of Urban&Civic is now owned by Wellcome Trust. Applications have been made to the FCA and the London Stock Exchange in relation to the de-listing of Urban&Civic Shares and is expected to take place on January 22, 2021.