26 March 2020
Urban Exposure Plc
Update on proposed disposal and arrangements for general meeting on 30 March 2020
Further to the announcement dated 10 March 2020, Urban Exposure plc (the "Company") has received indication from Honeycomb Holdings Limited ("HHL") that, in light of current market conditions, HHL does not wish to proceed with the purchase of the issued share capital of Urban Exposure Lendco Limited ("UE Lendco") on the terms of the share purchase agreement among the Company, HHL and Urban Exposure Amco Limited ("UE Amco") dated 10 March 2020 (the "SPA").
The Company intends to continue to take all steps to complete the sale and purchase of UE Lendco on the terms of the SPA and reserves its position to take all measures, including, without limitation, seeking specific performance of HHL's obligations under the SPA.
Accordingly, the Company confirms that the general meeting of shareholders convened for 12.00 p.m. on Monday 30 March 2020 at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG (the "General Meeting") to approve the proposed disposals of UE Lendco and UE Amco will proceed as scheduled.
Given the measures currently in place in the United Kingdom to address the COVID-19 virus, shareholders are very strongly encouraged to vote by proxy and not to attend the General Meeting. Social distancing measures will be in place at the General Meeting.
Any shareholder who intends to attend the General Meeting in person is asked to contact Sophia Samaras on +44 (0)20 3128 8731 / Sophia.Samaras@mhpc.com by 5.00 p.m. on Friday 27 March 2020 to make arrangements regarding their attendance. For the safety of all attendees, any shareholder who has not contacted the Company in advance to confirm his or her attendance will not be admitted to the General Meeting.
Persons who are not shareholders of the Company will not be permitted access to the General Meeting.
Shareholders should return their forms of proxy in respect of the General Meeting to the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, as soon as possible and in any event so as to be received no later than 12.00 p.m. on 27 March 2020. Shareholders are reminded that proxy votes may be submitted online, using the personalised details on the proxy forms, at www.sharevote.co.uk. In addition, scans of completed proxy forms may be sent by email to email@example.com.
Urban Exposure plc Tel: +44(0)207 408 0022
William McKee, Chairman
Randeesh Sandhu, Chief Executive Officer
Sam Dobbyn, Chief Financial Officer
Jefferies (Financial adviser and Joint Corporate Broker) Tel: +44(0)20 7029 8000
Liberum (NOMAD and Joint Corporate Broker) Tel: +44(0)203 100 2000
MHP Communications (Financial Public Relations) Tel: +44(0)203 128 8100