NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
24 JANUARY 2011
RECOMMENDED ACQUISITION OF ASSET MANAGEMENT INVESTMENT COMPANY PLC ("AMIC") BY
GREENWICH LOAN INCOME FUND LIMITED ("GLIF")
FORMULA ASSET VALUE CALCULATION
RESULT OF ELECTION FOR SHARE ALTERNATIVE
Formula Asset Value Calculation
The boards of AMIC and GLIF announce today that, in connection with the recommended acquisition of AMIC by GLIF to be implemented by means of a scheme of arrangement ("the Scheme") under Part 26 of the Companies Act 2006 ("the Acquisition"), the final agreed Formula Asset Value (FAV) to be used as the basis for the Acquisition as at the calculation date of 21 January 2011 was 76.9230p per AMIC share.
Under the terms of the Acquisition, which remains conditional upon, inter alia, the sanction of the Scheme and the confirmation of the Capital Reduction by the Court, the hearing of which is scheduled to take place on 28 January 2011, the AMIC Ordinary Shares will be cancelled and AMIC shareholders will receive:
|
for each AMIC Ordinary Share
|
70.7692p in cash (equal to 92 per cent. of the Formula Asset Value).
OR
|
|
|
2.50510442 New GLIF Shares (equal to 92 per cent. of the Formula Asset Value. The value of a New GLIF Share will be 28.25p, being the mid-market closing share price of a GLIF Share on 25 October 2010, the Business Day prior to the Indicative Offer Announcement). |
As set out in the Scheme Circular, fractions of New GLIF Shares shall not be allotted or issued to holders of AMIC Ordinary Shares pursuant to the Scheme. All fractional entitlements to which holders of AMIC Ordinary Shares would have become entitled shall be aggregated and sold by GLIF's brokers in the market for the benefit of GLIF.
Result of Election for Share Alternative
As at 11.00 a.m. on 21 January 2011 (being the latest time for receipt of elections in respect of the Share Alternative), valid elections to accept the Share Alternative were received in relation to 4,524,207 AMIC Ordinary Shares. The Acquisition will therefore result in the issue in aggregate of 11,333,610 New GLIF Shares representing approximately 11.5 per cent. of the enlarged share capital of GLIF.
The Scheme is expected to become effective on 31 January 2011, upon the registration of the Court Order at Companies House. On the same day, the New GLIF Shares are expected be admitted to AIM and the New GLIF Shares and Existing GLIF Shares are expected to be admitted to the Official List of the CISX.
Terms used in this announcement shall have the same meaning as set out in the Scheme Circular.
Expected Timetable of Principal Events*
|
Event |
Time and/or date |
|
Court Hearing to sanction the Scheme and confirm the Capital Reduction
|
28 January 2011 |
|
Effective Date of the Scheme |
31 January 2011 |
|
New GLIF Shares admitted to AIM and New GLIF Shares and Existing GLIF Shares admitted to the Official List of the CISX and dealings in New GLIF Shares and Existing GLIF Shares on the CISX and in New GLIF Shares on AIM commence |
8.00 a.m. on 31 January 2011 |
|
CREST accounts credited with New GLIF Shares |
31 January 2011 |
|
Latest date for dispatch of cheques in respect of cash consideration or settlement of such cash consideration through CREST |
14 February 2011 |
|
Latest date for dispatch of New GLIF Share certificates |
14 February 2011 |
* These times and dates are indicative only and will depend, among other things, on the date upon which the Court sanctions the Scheme and confirms the Capital Reduction and the date on which the Court Order and minute confirming the Capital Reduction is delivered to the Registrar of Companies. If any of the above times and/or dates change, the revised times and/or dates will be notified by announcement through the regulatory information service of the London Stock Exchange. All times are references to London time.
Enquiries
|
George Robb Bharat Bhagani Asset Management Investment Company PLC
|
+44 (0) 20 7618 9040
|
|
David Benda Hugh Jonathan Numis Securities Limited (Rule 3 adviser to AMIC)
|
+44 (0) 20 7260 1000
|
|
|
|
|
Geoffrey Miller Patrick Conroy Greenwich Loan Income Fund Limited
|
+353 1 4433 466 +1 203 983 5282
|
|
James Maxwell / Nick Donovan Singer Capital Markets Limited (Financial Adviser & Broker to GLIF)
|
+44 (0) 20 3205 7500
|
|
Philip Secrett Grant Thornton Corporate Finance (Nominated Adviser to GLIF)
|
+44 (0) 20 7383 5100 |
|
Edward Gascoigne Pees/Edward Berry Financial Dynamics (PR firm to GLIF)
|
+44 (0) 20 7269 7132
|
General
Numis Securities Limited, which is regulated by the Financial Services Authority, is acting as financial adviser to AMIC and no-one else in connection with the Acquisition and will not be responsible to any person other than AMIC for providing the protections afforded to customers of Numis Securities Limited or for providing advice in relation to the Acquisition.
The directors of AMIC accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of AMIC (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the impact of such information.
Singer Capital Markets Limited, which is regulated by the Financial Services Authority, is acting exclusively for GLIF in connection with the Acquisition and no-one else and will not be responsible to anyone other than GLIF for providing the protections afforded to customers of Singer Capital Markets Limited or for providing advice in relation to the Acquisition.
The directors of GLIF accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of GLIF (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the impact of such information.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 paper 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 paper 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 pm (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 paper 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 Takeover Panel's website at 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."
Overseas territories
The distribution of this announcement in jurisdictions other than England and Wales may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than England and Wales should inform themselves about, and observe, any applicable requirements. In particular, no offer will be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, internet, email, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction and subject to certain exceptions no offer will be capable of acceptance by any such use, means instrumentality or facility or from within those territories. Copies of this announcement and any related offer documentation are not being, will not be, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction.
This announcement is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities nor shall there be any sale, issuance or transfer of the securities referred to in the announcement in the United States or any jurisdiction in contravention of applicable law.
The New GLIF Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district, province or other jurisdiction of the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction. No regulatory clearances in respect of the New GLIF Shares have been, or will be, applied for in any state, province, territory or jurisdiction other than the United Kingdom. Accordingly, unless an exemption under relevant securities laws is applicable, the New GLIF Shares are not being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction or to or for the account or benefit of any resident of the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdictions.
The availability of the offer to AMIC Shareholders who are not resident in, and citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be made available in due course as appropriate.
This announcement has been prepared for the purpose of complying with English law and the City Code 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 England and Wales.