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
16 DECEMBER 2010
RECOMMENDED ACQUISITION OF ASSET MANAGEMENT INVESTMENT COMPANY PLC ("AMIC") BY
GREENWICH LOAN INCOME FUND LIMITED ("GLIF")
POSTING OF CIRCULAR AND PROSPECTUS EQUIVALENT DOCUMENT
On 7 December 2010, the boards of GLIF and AMIC announced that they had agreed the terms of the acquisition by GLIF of the entire issued share capital of AMIC which, subject to shareholder approval, will be effected by way of a scheme of arrangement. The GLIF Board also announced its intention to seek admission of the Enlarged Group to the Official List of the Channel Islands Stock Exchange, alongside its existing admission to trading on AIM, upon completion of the Scheme and its intention to amend the Company's investment policy, prior to the implementation of the Scheme (together "the Proposals").
The GLIF Board announces that a circular to GLIF shareholders has been posted to shareholders today (the "GLIF Circular"), which seeks to set out the background to and reasons for the Proposals, to explain the reasons for the GLIF Board's unanimous recommendation of the Proposals and to seek the support of GLIF shareholders for the resolutions required to implement them. The resolutions to be proposed at the Extraordinary General Meeting are as follows:
· to approve the acquisition of Asset Management Investment Company PLC, which falls outside GLIF's current investment policy;
· to approve amendments to GLIF's investment policy which require shareholder approval pursuant to the AIM Rules; and
· to approve the admission of the Existing GLIF Shares and the New GLIF Shares to the Official List of the CISX.
The resolutions will be proposed at an Extraordinary General Meeting to be held at 10.00 a.m. on 11 January 2011, notice of which is set out at the end of the GLIF Circular.
The attention of GLIF Shareholders is also drawn to the Prospectus Equivalent Document published by GLIF (which accompanies the GLIF Circular) and the Scheme Document published by AMIC, which contain further information on GLIF and AMIC. Copies of the Prospectus Equivalent Document and the Scheme Document are being posted, by GLIF and AMIC respectively, to AMIC Shareholders today and can also be accessed by GLIF Shareholders who are not Restricted Overseas Shareholders on AMIC's website at http://www.amicplc.com.
Copies of the GLIF Circular and Prospectus Equivalent Document which are being posted to GLIF Shareholders today will also be available shortly on GLIF's website: http://www.glifund.com.
Terms used in this announcement shall have the same meaning as set out in the GLIF Circular and Prospectus Equivalent Document.
Expected Timetable of Principal Events*
|
Event |
Time and/or date |
|
Latest time for lodging Form of Proxy for EGM |
10.00 a.m. on 7 January 2011 |
|
EGM
|
10.00 a.m. on 11 January 2011 |
|
Results of EGM announced |
11 January 2011
|
|
AMIC Court Meeting |
10.00 a.m. on 11 January 2011 |
|
AMIC General Meeting |
10.15 a.m. on 11 January 2011 |
|
Calculation Date
|
6.00 p.m. on 21 January 2011 |
|
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 despatch of cheques in respect of cash consideration or settlement of such cash consideration through CREST |
14 February 2011 |
|
Latest date for despatch 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. 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
|
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
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.