TIDMGLIF TIDMAMN
RNS Number : 4713X
Greenwich Loan Income Fund Ltd
07 December 2010
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
6 DECEMBER 2010
RECOMMENDED ACQUISITION OF ASSET MANAGEMENT INVESTMENT COMPANY PLC ("AMIC") BY
GREENWICH LOAN INCOME FUND LIMITED ("GLIF")
On 26 October 2010, the boards of GLIF and AMIC announced that they were in
discussions with a view to GLIF acquiring the entire issued share capital of
AMIC on a recommended basis by way of a scheme of arrangement under Part 26 of
the Companies Act 2006 (the "Scheme"). Under the Scheme, GLIF would be the
ongoing company and AMIC would become a wholly-owned subsidiary of GLIF. It is
also the intention of the GLIF Board to seek admission of the Enlarged Group to
the Official List of the Channel Islands Stock Exchange, LBG ("CISX") (the
"Proposed Listing") alongside its existing AIM quote, upon completion of the
Scheme (together the "Proposals").
The boards of GLIF and AMIC today announce that they have agreed the terms of a
cash offer (the "Cash Offer") with a share alternative (the "Share Alternative")
under which GLIF will acquire the entire issued and to be issued ordinary share
capital of AMIC at a price which represents an 8 per cent. discount to AMIC's
formula asset value to be calculated on the Calculation Date, further details of
which are set out below (the "Acquisition"). The Acquisition is subject, amongst
other things, to the approval of both companies' shareholders and to Court
approval.
A document equivalent to a prospectus for the purposes of the Prospectus Rules
relating to the issue of New GLIF Shares and a circular in relation to the GLIF
Extraordinary General Meeting required to approve, amongst other things, the
Acquisition, are expected to be posted to GLIF Shareholders on or around 16
December 2010. A circular in relation to the Court Meeting and the AMIC General
Meeting required to be held in order to implement the Acquisition, together with
the prospectus equivalent document described above, are also expected to be
posted to AMIC Shareholders on or around the 16 December 2010.
The AMIC Directors intend unanimously to recommend that AMIC Shareholders vote
in favour of the resolutions to be proposed at the Court Meeting and the AMIC
General Meeting, as they intend to do so in respect of their own beneficial
holdings totalling approximately 9.9 per cent. of AMIC's issued share capital.
An AMIC Shareholder and certain AMIC Directors representing, in aggregate,
approximately 28.8 per cent. of AMIC's issued share capital have given
irrevocable undertakings to vote in favour of the Proposals. Further details of
the irrevocable undertakings to vote in favour of the Proposals are set out
below.
Terms used in this announcement shall have the same meaning as set out in
Appendix III of this announcement.
Background to and benefits of the Acquisition
The GLIF Board approached the AMIC Board in June of this year indicating that it
would like to combine the businesses of GLIF and AMIC and since then the two
boards have been engaged in constructive discussions with one another. At the
same time, the GLIF Board has approached certain AMIC Shareholders to explain
the rationale and benefits of a combination of the two companies and to seek
their support for the Acquisition.
The GLIF Board believes that the Acquisition should provide the following
benefits:
· the merging of the two share registers should give greater strength and
depth to the ownership of GLIF and a larger net asset base for the Enlarged
Group which may provide more liquidity in GLIF Shares under normal market
circumstances;
· the Acquisition should result in an enhancement in the Net Asset Value
per GLIF Share and should be accretive to both capital and income for GLIF;
· although the Acquisition would result in the gross assets of the Enlarged
Group being less than 10 per cent. greater than the current gross assets of
GLIF, the Acquisition would diversify the sources of both capital and income for
the Enlarged Group;
· a tax and cost efficient rollover for continuing AMIC Shareholders to
retain an investment in a vehicle with an objective of producing stable and
predictable dividend payments with a longer term investment horizon than AMIC;
and
· cost reductions across the Enlarged Group through economies of scale and
having one quoted holding company rather than two.
Background to and reasons for the recommendation
In October 2006, AMIC's investment policy was, with shareholder approval,
amended to enable an orderly realisation of the portfolio. The AMIC Board also
committed at that time, subject to all legal and regulatory requirements, to
return cash to shareholders as and when surplus cash becomes available.
On 19 April 2010 the AMIC Board announced that it had sold its entire holding of
ordinary shares in City of London Investment Group PLC realising approximately
GBP3.6 million. Following this sale AMIC's portfolio consisted of three main
assets and cash which together represented over 95 per cent. of AMIC's net
assets.
Of these three assets, the $5 million investment in the 10% International
Foreign Exchange Concepts (Holdings) Inc. ("FX Concepts") Note will mature on 31
May 2011 at which point the portfolio would, other than cash, hold only two
unlisted investments of any significant value, namely IFDC S.A. Group and
Lombardia Capital Partners. It is the AMIC Board's opinion that it is unlikely
that full value could be realised from either of these investments in the short
term.
Accordingly the AMIC Board commenced a review of strategy to address the need to
return capital while ensuring that full value could be extracted from the
remaining investments and which also protected shareholders who hold shares
through PEPs and ISAs. It was during this review that GLIF made its initial
approach to AMIC and, following a period of negotiation, the boards reached
agreement on the terms of a cash offer with a share alternative under which GLIF
will acquire the entire issued and to be issued share capital of AMIC under a
scheme of arrangement.
In concluding that the Scheme should be recommended to the AMIC Shareholders,
the AMIC Board has taken into consideration various factors including, but not
limited to, the following:
· the level of the Cash Consideration, at an 8 per cent. discount to AMIC's
Formula Asset Value compared to the average discount to Net Asset Value at which
the AMIC Shares have traded being 14.5 per cent. over the 12 months prior to the
announcement of the intention to make an offer on 26 October 2010;
· the certainty of value relative to Net Asset Value that the Cash
Consideration would provide for AMIC Shareholders in the current economic
climate, notwithstanding the fact that it may not match the AMIC Board's
assessment of the underlying asset value that could potentially be realised over
a longer time period;
· the option to take the Cash Consideration for AMIC Shareholders to exit
in full rather than participate in the ongoing strategy of the Enlarged Group;
· the option to elect for the Share Alternative for AMIC Shareholders who
hold their AMIC Shares in PEP and ISA accounts and who wish to participate in
the ongoing strategy of the Enlarged Group to do so while retaining their
investment in their tax efficient wrapper;
· the significant number, by shareholding, of AMIC Shareholders who have
indicated, through the signing of irrevocable commitments and letters of intent,
their support for the Scheme; and
· the implications for AMIC of the scheduled repayment of the FX Concepts
loan note investment due in May 2011 which represents approximately 27 per cent.
of AMIC's current net assets.
Full details of the Acquisition will be set out in the Scheme Circular, further
details of which are set out below under "Documentation for Shareholders". The
AMIC Directors do not intend to elect for the Share Alternative in respect of
their own holdings of AMIC Shares and will therefore receive the Cash
Consideration upon the Scheme becoming effective.
The AMIC Directors cannot, and do not, offer any advice or recommendation to
AMIC Shareholders as to whether to elect for the Share Alternative. The choice
between options for AMIC Shareholders is a matter for each AMIC Shareholder to
decide and will be influenced by their individual financial and tax
circumstances and their investment objectives. Any decision to elect for New
GLIF Shares under the Share Alternative should be made on the basis of
information set out in the Scheme Circular and in the Prospectus Equivalent
Document. AMIC Shareholders who are in any doubt about the action they should
take should consult their stockbroker, bank manager, solicitor, accountant or
other independent professional adviser duly authorised under the Financial
Services and Markets Act 2000 without delay.
Summary of the terms of the Acquisition
Under the terms of the Acquisition, conditional upon the Scheme becoming
effective, AMIC Shareholders will receive cash as consideration for their AMIC
Shares under the Cash Offer or (other than Overseas Shareholders) New GLIF
Shares where they have elected for the Share Alternative.
Under the Cash Offer, cash will be paid in exchange for AMIC Shares valued at 92
per cent. of the "AMIC FAV". In essence, the AMIC FAV is calculated by reference
to the value of the assets of AMIC and the liabilities attributed to it in terms
of a formula. The calculation will be undertaken as at the Calculation Date. The
use of formulae to calculate the consideration payable in relation to an offer
for an investment trust's shares is common practice. Further details of the FAV
are set out in Appendix II to this announcement.
Under the Share Alternative, which is offered as an alternative to the Cash
Offer, New GLIF Shares will be issued in exchange for AMIC Shares valued at 92
per cent. of the AMIC FAV. 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.
AMIC Shareholders will also be entitled to elect to receive a combination of
cash under the Cash Offer and New GLIF Shares under the Share Alternative in
respect of their holdings of AMIC Shares in such proportions as they wish.
The number of New GLIF Shares to be issued to AMIC Shareholders will be based on
the AMIC FAV at the Calculation Date. The New GLIF Shares will, when issued and
fully paid, rank pari passu in all respects with the Existing GLIF Shares
including for dividends declared after the Effective Date.
AMIC Shareholders who wish to receive cash in respect of their entire holding of
AMIC Shares need not make an election under the Scheme.
It is not anticipated that any dividends will be paid by AMIC between the date
of the Announcement and the Effective Date. Any AMIC final dividend for the year
ended 30 September 2010 which is declared for the purpose of retaining
investment trust status prior to the Effective Date will have a record date
falling after the Effective Date and will, under the terms of the Scheme, be
payable to GLIF. Therefore, existing AMIC Shareholders should not expect to
receive any further dividends in respect of their AMIC shareholding. The value
of such dividends with a record date falling after the Effective Date will not
be deducted from, and will be included in, the AMIC FAV.
AMIC Delisting, Cancellation of Trading and Re-registration
It is intended that the London Stock Exchange will be requested to cancel
trading in AMIC Shares on the Main Market and the UK Listing Authority will be
requested to cancel the listing of the AMIC Shares from the premium segment of
the UKLA's Official List on the Business Day following the Effective Date.
Further, it is intended that AMIC will be re-registered as a private limited
company immediately upon or shortly after the Scheme becoming effective.
Listing on CISX
Following the Acquisition, the GLIF Board proposes that the Existing GLIF Shares
will continue to be traded on AIM and application has been made for the New GLIF
Shares to be admitted to trading on AIM. It is expected that Admission will
become effective and dealings commence on the Effective Date, which is expected
to be 31 January 2011.
In addition, an application will be made for all GLIF Shares (including the New
GLIF Shares) to be admitted to the Official List of the CISX. It is expected
that Admission will become effective and dealings commence on the Effective
Date, which is expected to be 31 January 2011.
Shareholder approval will be sought at the GLIF Extraordinary General Meeting to
approve the admission of the Existing GLIF Shares and the New GLIF Shares to the
Official List of the CISX.
Information on GLIF
GLIF is a Guernsey-domiciled authorised closed-ended investment company. GLIF's
objective is to produce a stable and predictable dividend yield, with long term
preservation of Net Asset Value. GLIF aims to achieve this through investment
in secured loans, primarily to "middle market" US companies.
GLIF was admitted to trading on the AIM market of the London Stock Exchange plc
in August 2005 as "T2 Income Fund Limited" with an institutional offering of
38,000,000 shares at 100p. There were subsequent offerings of 5,000,000 shares
in June 2007 and 44,000,000 shares in October 2009 (at which time GLIF also
changed its name from "T2 Income Fund Limited" to "Greenwich Loan Income Fund
Limited").
GLIF has only one class of share in issue, being GLIF Shares. As announced on 3
December 2010, at 30 September 2010 the preliminary unaudited Net Asset Value
per GLIF Share was 77.6p and the Net Asset Value of GLIF was approximately
GBP67.7 million. As at the close of business on 3 December 2010, 87,300,000 GLIF
Shares were in issue and no shares were held in treasury.
Information on AMIC
AMIC was incorporated in England and Wales on 13 April 1994, and was listed on
the London Stock Exchange on 1 December 1994. AMIC is a closed-ended
self-managed investment trust company. Prior to October 2006, AMIC's objective
was to provide shareholders with long term growth of capital and revenue through
investment in the asset management industry. On 20 October 2006, AMIC
Shareholders approved a change in investment objective in order to enable the
orderly realisation of the portfolio.
AMIC has only one class of share in issue, being AMIC Shares. As at the close of
business on 3 December 2010, 17,314,411 AMIC Shares were in issue and the
unaudited Net Asset Value per AMIC Share was 80.4.p (cum-income). AMIC holds no
shares in treasury.
Board of Directors
It is anticipated that the GLIF Directors will remain as directors of GLIF and,
accordingly, will be the directors of the Enlarged Group. The AMIC Directors
will resign on the Effective Date.
Information on financing the Scheme
The aggregate Cash Consideration for the Acquisition, based on an AMIC Formula
Asset Value of 76.4p per AMIC Share as at 3 December 2010 (being the latest
practicable date prior to the publication of this announcement) would be
approximately GBP12.1 million (assuming that no AMIC Shareholders elect for the
Share Alternative). GLIF has secured committed financing arrangements with
Investec Bank plc for the provision to GLIF of the necessary funding to fund the
Cash Consideration payable by GLIF to AMIC Shareholders under the Scheme.
Cash confirmation
Singer Capital Markets, financial adviser to GLIF, are satisfied that sufficient
financial resources are available to GLIF to enable it to satisfy in full the
Cash Consideration of approximately GBP12.1 million being payable to AMIC
Shareholders (assuming no AMIC Shareholders elect for the Share Alternative).
Conditions and approvals
The Acquisition is conditional, among other things, upon:
(a) the Scheme becoming unconditional and effective by the Long Stop
Date;
(b) approval of the Scheme by a majority in number of AMIC Shareholders
who are present and vote, either in person or by proxy, at the Court Meeting (or
any adjournment thereof) and who represent 75 per cent. or more in value of the
AMIC Shares voted by such AMIC Shareholders;
(c) all resolutions to approve matters to give effect to the Scheme being
passed by the requisite majority of AMIC Shareholders at the AMIC General
Meeting or any adjournment thereof;
(d) the sanction of the Scheme and the confirmation of the Reduction of
Capital by the Court (in either case, with or without modification, on terms
acceptable to GLIF and AMIC), and the delivery of a copy of the Court Order and
of a statement of capital to the Registrar of Companies and, if so ordered by
the Court, the registration of the Court Order and the statement of capital by
the Court;
(e) the approval of the Acquisition, the change in investment policy and
the application for admission to the CISX by GLIF Shareholders at the GLIF
Extraordinary General Meeting; and
(f) the Admission of the New GLIF Shares to trading on AIM and of the
New GLIF Shares and the Existing GLIF Shares to the Official List of the CISX.
Risk Factors
An investment in GLIF Shares is subject to a number of risks that could
materially and adversely affect GLIF's business, financial condition or results
of operations. All known material risks are highlighted below:
· Past performance should not be taken to be a guide to the future
performance of GLIF. Prospective investors should be aware that the market value
of GLIF Shares (including any New GLIF Shares issued pursuant to the
Acquisition) and the income derived from them may go down as well as up.
· There can be no guarantee that GLIF's investment objective will be
achieved.
· As substantially all of the assets of GLIF continue to be invested
directly in T2 CLO, GLIF is exposed to the performance of T2 CLO to a
significant degree.
· The Enlarged Group's investments will not generally be in publicly traded
securities. Substantially all of the securities in which the Enlarged Group
invests will be subject to legal and other restrictions on resale or will
otherwise be less liquid than publicly traded securities.
· The GLIF Shares may trade at a discount to Net Asset Value and GLIF
Shareholders may be unable to realise their investments on the market at Net
Asset Value.
· Any change in GLIF's tax status or in taxation legislation could affect
the value of the investments held by GLIF, affect GLIF's ability to provide
returns to shareholders, or alter the post-tax returns to GLIF Shareholders.
· The Acquisition is conditional on the satisfaction of certain conditions,
including the passing of the requisite resolutions by both GLIF Shareholders and
AMIC Shareholders and the sanction of the Court. If these conditions or any of
the other conditions to the Acquisition are not satisfied or waived, the
Acquisition will not proceed and GLIF will have an obligation to meet the costs
in relation to the Proposals.
Irrevocable commitments
GLIF has received irrevocable undertakings from Philip J Milton & Company
Plc and certain AMIC Directors to vote in favour of the resolutions to be
proposed at the Court Meeting and the AMIC General Meeting necessary to approve
the Scheme (or, as the case may be, to accept the Offer) in respect of 4,990,888
AMIC Shares (and any further AMIC Shares acquired by them which are attributable
to or derived from such shares) representing approximately 28.8 per cent. of
AMIC's current issued share capital. This undertaking shall terminate and be of
no further force and effect if:
(i) the Scheme Document is not posted within 28 days (or such longer
period as may be agreed between GLIF and the Panel) of the date of this
announcement;
(ii) the Scheme lapses or is withdrawn without having become effective
(except where GLIF exercises its discretion to proceed with the Offer otherwise
than by way of the Scheme); or
(iii) a person other than GLIF or any person acting in concert with GLIF
announces prior to the date of the Court Meeting a firm intention (in accordance
with Rule 2.5 of the City Code) to make an offer (within the meaning of the City
Code), which is not the subject of pre-conditions, to acquire all of the equity
share capital of AMIC, other than that already owned by the person making such
offer, on terms which represent (in the reasonable opinion of Singer Capital
Markets Limited) an improvement of 10 per cent. or more on the value of the
consideration offered under the Scheme.
It was announced on 26 October 2010 that GLIF had received letters of intent
from Advance UK Trust PLC (in liquidation) ("Advance UK") and Carrousel Capital
Ltd ("Carrousel") to vote in favour of the Scheme, representing 13.3 per cent.
and 10.3 per cent. of AMIC's issued share capital. Since this announcement was
made, both Advance UK and Carrousel have sold their entire holdings in AMIC.
QVT Financial LP acquired interests over a significant majority of the AMIC
Shares sold by Advance UK and all of the AMIC Shares sold by Carrousel in each
case through contracts for difference. QVT Financial LP's resultant interests
in AMIC Shares following the acquisition of these interests over AMIC Shares
through contracts for difference, when combined with QVT's existing interests
over AMIC Shares held through contracts for difference, represent 28.7 per cent.
of AMIC's issued share capital (as disclosed on 3 November 2010).
For the purposes of Note 15 to Rule 8 as it refers to Note 3(d) to Rule 2.11 of
the City Code, the value (and other material terms) of the Acquisition in
respect of which the above irrevocable commitments have been procured are those
of the Acquisition.
Opening Position Disclosures and Interests
GLIF confirms that on 8 November 2010 and 10 November 2010, Opening Position
Disclosures were made setting out the details required to be disclosed by it
under Rule 8.1(a) of the City Code.
Documentation for Shareholders
The formal documentation setting out the details of the Acquisition, including
the Scheme Circular setting out the procedures to be followed to approve the
Scheme and the Prospectus Equivalent Document in relation to the New GLIF
Shares, will be posted to AMIC Shareholders as soon as is reasonably
practicable, and in any event within 28 days of the date of this announcement
(or such later date as GLIF and AMIC may, with the consent of the Panel, agree).
The formal documentation setting out the details of the Acquisition, including
the Prospectus Equivalent Document in relation to the New GLIF Shares and a
circular in relation to the GLIF Extraordinary General Meeting required to
approve, amongst other things, the Acquisition, will be posted to GLIF
Shareholders at the same time as the relevant formal documentation is posted to
AMIC Shareholders.
Enquiries
+-------------------------------+-------------------------------+
| Geoffrey Miller | +353 1 4433 466 |
| Patrick Conroy | +1 203 983 5282 |
| Greenwich Loan Income Fund | |
| Limited | |
| | |
+-------------------------------+-------------------------------+
| James Maxwell / Nick Donovan | +44 (0) 20 3205 7500 |
| Singer Capital Markets | |
| Limited | |
| (Financial Adviser & Broker | |
| to GLIF) | |
| | |
+-------------------------------+-------------------------------+
| Philip Secrett | +44 (0) 20 7383 5100 |
| Grant Thornton Corporate | |
| Finance | |
| (Nominated Adviser to GLIF) | |
| | |
+-------------------------------+-------------------------------+
| Edward Gascoigne Pees/Edward | +44 (0) 20 7269 7132 |
| Berry | |
| Financial Dynamics | |
| (PR firm to GLIF) | |
| | |
+-------------------------------+-------------------------------+
| George Robb / Bharat Bhagani | +44 (0) 20 7618 9040 |
| Asset Management Investment | |
| Company PLC | |
| | |
+-------------------------------+-------------------------------+
| David Benda/Hugh Jonathan | +44 (0) 20 7260 1000 |
| Numis Securities Limited | |
| (Rule 3 adviser to AMIC) | |
+-------------------------------+-------------------------------+
A copy of this announcement will shortly be available on GLIF's website:
http://www.glifund.com and on AMIC's website: http://www.amicplc.com.
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.
Numis Securities Limited, which is regulated by the Financial Services
Authority, is acting exclusively for AMIC in connection with the Acquisition and
no-one else and will not be responsible to anyone other than AMIC for providing
the protections afforded to customers of Numis Securities Limited or for
providing advice in relation to the Acquisition.
Save where the context otherwise requires, the definitions or expressions used
in this announcement are contained in Appendix III.
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.
The AMIC Directors accept responsibility for the information contained in this
announcement relating to AMIC and the AMIC Directors. To the best of the
knowledge and belief of the AMIC Directors (who have taken all reasonable care
to ensure that such is the case), the information contained in this announcement
for which they are responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Further Information
This announcement is not intended to, and does not constitute, or form part of,
an offer to sell or any invitation to purchase or subscribe for any securities
or the solicitation of an offer to purchase, otherwise acquire, subscribe for,
sell or otherwise dispose of any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the Acquisition or otherwise. This
announcement does not constitute a prospectus or a prospectus equivalent
document. AMIC Shareholders and GLIF Shareholders are advised to read carefully
the formal documentation in relation to the Acquisition once it has been
despatched. The Acquisition will be made solely through the Scheme Circular,
which will contain the full terms and conditions of the Scheme, including
details of how to vote with respect to the Scheme. Please read carefully the
Scheme Circular in its entirety before making a decision with respect to the
Acquisition. Any election or other response to the proposals should be made on
the basis of the information in the Scheme Circular.
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.
Forward-looking statements
This document may contain "forward-looking statements" concerning GLIF and AMIC.
Generally, the words "anticipate", "believe", "estimate", "expect", "forecast",
"intend", "may", "plan", "project", "should" and similar expressions identify
forward-looking statements. Such statements reflect the relevant company's
current views with respect to future events and are subject to risks and
uncertainties that could cause the actual results to differ materially from
those expressed in the forward-looking statements. Many of these risks and
uncertainties relate to factors that are beyond the companies' abilities to
control or estimate precisely, such as changes in general economic and business
conditions, changes in currency exchange rates and interest rates, lack of
acceptance of new exchange rates and interest rates, introduction of competing
products or services, lack of acceptance of new products or services, changes in
business strategy and the behaviour of other market participants and therefore
undue reliance should not be placed on such statements. GLIF does not intend or
assume any obligation to update these forward-looking statements other than as
required by law.
APPENDIX I
CONDITIONS TO AND IMPLEMENTATION OF THE SCHEME
Part A: Conditions to the Acquisition
1. The Acquisition is conditional upon the Scheme becoming
unconditional and being implemented, subject to the Code, by not later than 31
March 2011 or such later date (if any) as AMIC and GLIF may, with the consent of
the Panel, agree and (if required) the Court may allow.
2. The Scheme is conditional upon:
(a) approval of the Scheme by a majority in number of the AMIC
Shareholders present and voting (and entitled to vote), either in person or by
proxy, at the Court Meeting or any adjournment of that meeting representing 75
per cent. or more in value of the total AMIC Shares voted at such meeting;
(b) all resolutions in connection with, or necessary to approve and
implement the Scheme as set out in the notice of AMIC General Meeting being duly
passed by the requisite majority at the AMIC General Meeting or any adjournment
of that meeting; and
(c) the sanction of the Scheme and the confirmation of the Reduction of
Capital by the Court (in each case, without modification or with modification as
agreed by AMIC and GLIF) and the delivery of a copy of the Court Order and of a
statement of capital to the Registrar of Companies and (if the Court so orders)
the registration of the Court Order and of a statement of capital by the
Registrar of Companies.
3. The Acquisition is conditional upon the passing at the GLIF
Extraordinary General Meeting of the resolutions set out in the notice of the
GLIF Extraordinary General Meeting.
4. The Acquisition is also conditional upon the admission of the New
GLIF Shares to be issued in connection with the Acquisition to trading on AIM
becoming effective in accordance with Rule 6 of the AIM Rules and the admission
of such New GLIF Shares and the Existing GLIF Shares to the Official List of the
CISX becoming effective in accordance with the listing rules of the CISX.
5. The Acquisition is also conditional upon the following matters
and, accordingly, the necessary actions to implement the Scheme will not be
taken unless such conditions have been satisfied or, where permitted, waived by
GLIF prior to the Scheme being sanctioned by the Court in accordance with
paragraph 2 above:
(a) no government or governmental, quasi-governmental, supranational,
statutory or regulatory body or association, institution, agency (including any
trade agency), court or any other body (including any professional or
environmental body) or other person in any jurisdiction (each a "Relevant
Authority") having decided to take, instituted or threatened any action,
proceeding, suit, investigation, enquiry or reference or enacted, made or
proposed any statute, regulation, order or decision that would or might
reasonably be expected to:
(i) make the Scheme or its implementation or the Acquisition or the
proposed acquisition of any shares in, or control of, AMIC by GLIF or any member
of the Group void, unenforceable or illegal or directly or indirectly prohibit
or, in any material respect, otherwise restrict, delay or interfere with the
implementation of, or impose material additional conditions or obligations with
respect to, or otherwise challenge, the Scheme or the acquisition of any shares
in, or control of, AMIC by GLIF or any member of the Group;
(ii) require, prevent or materially delay the divestiture (or alter the
terms of any proposed divestiture) by the Group or AMIC of all or any part of
their respective businesses, assets or properties or impose any limitation on
their ability to conduct all or any part of their respective businesses and to
own any of their respective assets or properties in each case to an extent which
is material to in the context of AMIC or the Group taken as a whole (as the case
may be);
(iii) require, prevent or materially delay a disposal or alter the terms
envisaged for any proposed disposal by any member of the Group of any of the
shares or other securities in AMIC which is material in the context of AMIC or
the Group taken as a whole;
(iv) impose any material limitation on, or result in any material delay
in, the ability of any member of the Group to acquire or hold or to exercise
effectively, directly or indirectly, all or any rights of ownership of shares or
other securities (or the equivalent) in, or to exercise management control over,
AMIC to an extent which is material in the context of the Group taken as a
whole;
(v) result in AMIC or the Group ceasing to be able to carry on business
under any name under which it presently does so in each case to an extent which
is material in the context of AMIC or the Group taken as a whole;
(vi) except pursuant to the Scheme, require any member of the Group or
AMIC to acquire or offer to acquire any shares or other securities (or the
equivalent) in AMIC or any member of the Group which are owned by a third party;
(vii) impose any material limitation on the ability of any member of the
Group or AMIC to integrate or co-ordinate its business, or any part of it, with
the businesses or any part of the businesses of any other member of the Group in
a manner which would be material in the context of AMIC or the Group taken as a
whole; or
(viii) otherwise affect the business, assets, financial or trading position
or profits or prospects of any member of the Group or AMIC to an extent which is
adverse to and material in the context of AMIC or, the Group taken as a whole,
and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute or threaten any such action,
proceeding, suit, investigation, enquiry or reference having expired, lapsed or
been terminated;
(b) all notifications, filings and applications which are necessary or
reasonably considered appropriate including such notifications, filings and
applications as may be required to be submitted to any Relevant Authorities,
having been submitted (with the full co-operation of AMIC) and all applicable
waiting and other time periods (including any extensions of such waiting and
other time periods) under any applicable legislation or regulations of any
jurisdiction having expired, lapsed or been terminated (as appropriate) and all
statutory or regulatory obligations in any jurisdiction having been complied
with in each case in connection with the Scheme or its implementation or the
Acquisition or the proposed acquisition by any member of the Group of any shares
or other securities (or the equivalent) in, or control of, AMIC;
Full co-operation of AMIC for the purpose of this section 5(b) shall include,
but is not limited to, providing GLIF with all necessary information and
documentation in a timely manner to allow GLIF to make any necessary
notifications, filings and applications; promptly notifying GLIF of any requests
for information made to it by any relevant authority in connection with the
transaction and respond to such request in a timely manner, and where
practicable, only after consultation with GLIF and its advisers; and attending,
at GLIF's request, meetings or hearings with any relevant authority, without
prejudice to the confidential treatment of business secrets and other
confidential information.
(c) all authorisations and determinations which are necessary or
reasonably considered appropriate in any jurisdiction for or in respect of the
Scheme or its implementation or the Acquisition or the proposed acquisition of
any shares or other securities (or the equivalent) in, or control of, AMIC by
any member of the Group of its business having been obtained on terms and in a
form reasonably satisfactory to GLIF from all relevant authorities or from any
persons or bodies with whom AMIC has entered into contractual arrangements and
all such authorisations and determinations remaining in full force and effect
and there being no notice or intimation of an intention to revoke, suspend,
restrict, modify or not to renew such authorisations and determinations provided
that such authorisations and determinations shall not impose any conditions or
require the taking or refraining from taking of any action by AMIC or any member
of the Group.
(d) save as Disclosed, there being no provision of any agreement,
arrangement, licence or other instrument to which AMIC is a party or any of its
assets is or may be bound, entitled or subject which, as a result of the making
or implementation of the Scheme or the Acquisition or proposed acquisition by
GLIF of any shares in, or change in the control or management of, AMIC or
otherwise, would or might reasonably be expected to result in (to the extent
which is or would be material in the context of AMIC):
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of AMIC becoming repayable or capable of being declared repayable
immediately or earlier than the stated repayment date or the ability of AMIC to
borrow monies or incur any material indebtedness being withdrawn or inhibited;
(ii) the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of AMIC or any such security interest (whenever arising or having arisen)
becoming enforceable;
(iii) the financial or trading position or prospects or the value of AMIC
having been prejudiced or adversely affected;
(iv) any assets or interest of AMIC being or falling to be disposed of or
charged or any right arising under which any such asset or interest could be
required to be disposed of or charged, other than in the ordinary course of
trading;
(v) the interest or business of AMIC in or with any other person, firm or
company (or any agreements or arrangements relating to such interest or
business) being terminated or adversely affected;
(vi) AMIC ceasing to be able to carry on business under any name under
which it presently does so;
(vii) AMIC being required to repay or repurchase any shares in and/or
indebtedness owned by a third party;
(viii) any liability of AMIC to make any severance, termination, bonus or
other payment to any of its directors or other officers;
(ix) any such agreement, arrangement, licence or other instrument being
terminated or materially and adversely modified or any onerous obligation
arising or any material adverse action being taken or arising thereunder; or
(x) the creation of any material liabilities (actual or contingent) by
AMIC other than in the ordinary course of business;
and no event having occurred which, under any provision of any agreement,
arrangement, licence or other instrument to which AMIC is a party or by or to
which AMIC or any of its assets may be bound or be subject, could result in any
events or circumstances as are referred to in subparagraphs (i) to (x) of this
paragraph (d) in any case to an extent which is or would be material to AMIC;
(e) save as Disclosed, AMIC not having since 31 March 2010:
(i) issued or agreed to issue or authorised the issue of additional
shares of any class, or securities convertible into, or rights, warrants or
options to subscribe for or acquire, any such shares or convertible securities;
(ii) recommended, declared, paid or made any bonus, dividend or other
distribution, whether payable in cash or otherwise with a record date prior to
the Effective Date;
(iii) implemented or authorised any merger or demerger or acquired or
disposed of or transferred, mortgaged or charged, or created any other security
interest over, any material asset or any right, title or interest in any
material asset;
(iv) implemented, authorised, proposed or announced its intention to
implement or effect any reconstruction, amalgamation, scheme or other
transaction or arrangement;
(v) purchased, redeemed or repaid any of its own shares or other
securities or reduced or made or authorised any other material change in its
share capital other than pursuant to the implementation of the Acquisition;
(vi) made or authorised any change in its loan capital or issued or
authorised the issue of any material debentures or incurred or increased any
material indebtedness or contingent liability;
(vii) entered into, varied or terminated, or authorised the entry into,
variation or termination of, any contract, commitment or arrangement (whether in
respect of capital expenditure or otherwise) which is outside the ordinary
course of business or which is of a long term, onerous or unusual nature or
magnitude or which involves or could involve an obligation of a nature or
magnitude which is material;
(viii) entered into any contract, commitment or arrangement which would be
restrictive on the business of AMIC or the Group (other than to an extent which
is not material in the context of the business concerned);
(ix) been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business;
(x) taken any corporate action or had any legal proceedings started or
threatened against it for its winding-up (voluntary or otherwise), dissolution
or reorganisation (or for any analogous proceedings or steps in any
jurisdiction) or for the appointment of a receiver, administrator,
administrative receiver, trustee or similar officer (or for the appointment of
any analogous person in any jurisdiction) of all or any material part of its
assets and revenues;
(xi) waived, compromised or settled any claim which is material;
(xii) entered into or varied the terms of any service agreement or
arrangement with any director or senior executive of AMIC;
(xiii) made any alteration to its memorandum or articles of association or
other constitutional documents save as required to implement the Acquisition;
(xiv) entered into any contract, commitment or arrangement or passed any
resolution or made any offer (which remains open for acceptance) with respect
to, or proposed or announced any intention to effect or propose, any of the
transactions, matters or events referred to in this condition (e),
and for the purpose of this condition "material" shall mean material in the
context of AMIC;
(f) save as Disclosed, there being since 31 March 2010:
(i) no adverse change or deterioration having occurred in the business,
assets, financial or trading position or profits or prospects of AMIC which in
any case is material;
(ii) no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced, instituted or remaining
outstanding by, against or in respect of AMIC or to which AMIC is a party
(whether as plaintiff or defendant or otherwise) and no investigation by any
Relevant Authority or other investigative body against or in respect of AMIC
having been threatened, announced, instituted or remaining outstanding by,
against or in respect of AMIC which would or might reasonably be expected to
have a material adverse effect on AMIC;
(iii) no actual, contingent or other liability having arisen which would
or might reasonably be expected to have a material adverse effect on the
business, assets, financial or trading position or profits or prospects of AMIC;
and
(iv) no material claim being made, and no circumstance having arisen which
might lead to a material claim being made under the insurance of AMIC;
(v) and for the purpose of this condition "material" shall mean material
in the context of AMIC;
(g) save as Disclosed, GLIF not having discovered that:
(i) any financial, business or other information publicly disclosed at
any time by AMIC is misleading, contains a misrepresentation of fact or omits to
state a fact necessary to make the information contained therein not misleading
and which was not subsequently corrected prior to the publication of the Scheme
Circular, which in any case is material in the context of AMIC;
(ii) AMIC is subject to any liability, contingent or otherwise which is
material in the context of AMIC; or
(iii) AMIC has been or is party to any kind of arrangement, agreement,
concerted practice or course of conduct which in whole or part infringes any
competition law or anti-trust law of any country in which it has assets or
carries on business or where its activities may have an effect.
6. The Scheme will lapse and the proposed acquisition of control of
AMIC by GLIF will not proceed if the Acquisition is referred to the Competition
Commission before the Court Meeting (unless the Panel consents to the
Acquisition proceeding, on terms satisfactory to GLIF and AMIC).
Part B: Certain Further Terms of the Acquisition
1. Subject to the requirements of the Panel, all or any of the above
conditions may be waived by GLIF in whole or in part, except condition 2. GLIF
shall be under no obligation to waive or treat as fulfilled any of conditions
5(a) to (g) inclusive by a date earlier than the date of the sanction of the
Scheme referred to above in paragraph 1 of Part A above notwithstanding that the
other conditions of the Scheme may at such earlier date have been waived or
fulfilled and that there are at such earlier date no circumstances indicating
that any of such conditions may not be capable of fulfilment.
2. If GLIF is required by the Panel to make an offer for AMIC under the
provisions of Rule 9 of the City Code, GLIF may make such alterations to the
terms and conditions of the offer as are necessary to comply with the provisions
of that rule, and such offer shall be subject to the terms and conditions as
amended.
3. GLIF reserves the right to elect to implement the Acquisition by way
of an Offer. In such event, the Offer will be implemented on the same terms
(subject to appropriate amendments, including (without limitation) an acceptance
condition set at 90 per cent. (or such lesser percentage as GLIF may decide) of
the shares to which such offer relates and of the voting rights carried by those
shares), so far as applicable, as those which would apply to the Scheme.
4. The Scheme is governed by English law and will be subject to the
jurisdiction of the English courts and the conditions set out above.
APPENDIX II
CALCULATION OF AMIC FAV
The AMIC FAV shall be calculated as at the Calculation Date and shall be the
amount in pence which is the result of the following formula, rounded to four
decimal places (with 0.00005p being rounded upwards):
AMIC FAV = A - B
C
where:
"A" is the aggregate of:
(i) the value of those investments which are listed, traded, quoted or dealt
in on a stock exchange, calculated by reference to the bid quotations or, if not
available, prices or the last trade prices for those investments as at the
Calculation Date as derived from the relevant exchange's recognised method of
publication of prices for such investments;
(ii) the value of those investments which are dealt in or traded on any
publicly-available exchange or market (including any "over-the-counter" market
but excluding any exchange or market referred to in paragraph (i) above)
calculated by reference to the average of the prices marked for such investments
on each of the five business days up to and including the Calculation Date on
which there were dealings of trading in such investments as derived from the
relevant market's recognised method of publication of prices for such
investments;
(iii) the value of all other investments, calculated as being their fair and
realisable values in accordance with IAS 39 as at the Calculation Date as
determined by agreement between the GLIF Board, on behalf of GLIF, and by the
AMIC Board, on behalf of AMIC (or, failing such agreement within three days the
Calculation Date, as determined by an independent expert);
(iv) the amount, as at the Calculation Date, of any sums due from debtors
(including, for this purpose, any dividends or distributions receivable on
investments quoted ex-dividend or ex-distribution on the Calculation Date and
any interest accrued on any debt securities as at the Calculation Date and any
recoverable tax credit in relation thereto, but excluding any dividend,
distribution or interest not yet received which has been taken into account in
the value of any investments referred to in paragraphs (i) to (iii) (inclusive)
above or is unlikely to be received), cash and deposits with or balances at
banks, bills receivable and any money market instruments (together with, in each
case, any accrued interest at that date less an accrual for any associated tax)
and the fair realisable value of any other tangible assets not otherwise
accounted for in paragraphs (i) to (iii) (inclusive) above, less any provision
for diminution of value (including provisions for bad or doubtful debts), in
each case, as determined by agreement between the GLIF Board, on behalf of GLIF,
and by the AMIC Board, on behalf of AMIC (or, failing such agreement within
three days the Calculation Date, as determined by an independent expert);
"B" is the aggregate of:
(i) the principal amounts as at the Calculation Date of any outstanding
borrowings plus any accrued but unpaid interest, commitment fees and other
charges up to and including that date and the higher of any premiums or
penalties payable on either early or final repayment if required;
(ii) the cost, as at the Calculation Date, of closing any open foreign
exchange or other forward purchase or sale contract;
(iii) the cost, as at the Calculation Date, of termination of any service
provider arrangements in force on that date, including, but not limited to, any
compensation or other payments to be made to any administrator, secretary,
director or employee of AMIC, such amount to include irrecoverable value added
tax (where applicable) but to exclude any tax relief;
(iv) the rental costs, as at the Calculation Date, associated with the
lease in respect of Fourth Floor (South), 30/32 Ludgate Hill, London EC4 to the
end of the term of such lease (being 24 March 2012), together with any
associated additional insurance, service charges, rates including irrecoverable
value added tax (where applicable) but to exclude any tax relief;
(v) the cost, as at the Calculation Date, of terminating any other
contracts or arrangements whatsoever in force on that date to which AMIC is a
party, but excluding, for the purpose of this paragraph (v), any arrangements
referred to in (iii) above;
(vi) the total cost of any dividend or other distribution declared by
AMIC with a record date falling after the Calculation Date and on or before the
Effective Date;
(vii) the aggregate of the amount of any Panel fees, UK Listing Authority
fees and printing costs to be borne by AMIC in respect of the Acquisition, as
may be applicable (including any VAT chargeable);
(viii) the aggregate of the amount of all accrued but unpaid professional,
advisory, legal and other fees and other advertising costs and expenses incurred
by AMIC in connection with the Acquisition, such amount to include irrecoverable
value added tax (where applicable) but to exclude any tax relief;
(ix) the aggregate of the amount of any accrued but unpaid professional,
advisory, legal and other fees and advertising and other costs and expenses
whatsoever incurred by AMIC otherwise than in connection with the Acquisition,
such amount to include irrecoverable value added tax (where applicable) but to
exclude any tax relief; and
(x) an amount which fully reflects all other liabilities and obligations
of AMIC whatsoever, including a fair provision for any contingent liabilities
(including any additional liabilities to taxation, whether or not deferred) and
any liabilities arising on liquidation) or losses (including disputed claims) as
at the Calculation Date determined by agreement between the GLIF Board, on
behalf of GLIF, and by the AMIC Board, on behalf of AMIC (or, failing such
agreement within three days the Calculation Date, as determined by an
independent expert); and
"C" is the aggregate of the number of AMIC Shares in issue as at the Calculation
Date.
Notes:
1. For the purpose of the above calculations, the value of any
investments, other assets or liabilities denominated or valued in currencies
other than sterling shall be converted into sterling at the closing mid point
spot rate of exchange between sterling and such other currencies in London as at
the close of business on the Calculation Date as published in the Financial
Times or, failing which, as certified by GLIF (acting as an expert and not as an
arbiter).
2. In the case of sub-paragraphs A(i) and (ii) above, if there has been
any general suspension of trading on the relevant stock or other securities
exchange or market, or if it was closed for business on the Calculation Date,
the value of the relevant investments shall be taken as at the close of business
on the immediately preceding date on which there was trading on such exchange or
market, provided that such date is not more than seven days prior to the
Calculation Date and save that, if there has been a material adverse change in
the financial position of any such underlying investment since the date by
reference to which its value is calculated but prior to the close of business on
the Calculation Date, a fair provision (as determined by agreement between the
GLIF Board, on behalf of GLIF, and the AMIC Board, on behalf of AMIC (or failing
such agreement within three days after the Calculation Date, as determined by an
independent expert)) shall be made to take account of such adverse change in the
value of the relevant investment.
3. Subject to note 2 above, in the case of sub-paragraphs A (i) and (ii)
above:
(i) where any such investment is subject to restrictions on transfer or
a suspension of dealings or if no such published or quoted prices are available
in respect of any such investment, in each case as at the close of business on
the Calculation Date, the value of such investment will be calculated as at the
close of business on the Calculation Date in accordance with sub-paragraph A
(iii) above; and
(ii) where any such investment is, at the close of business on the
Calculation Date, subject to any right of any person to acquire the same or any
obligation on AMIC to dispose of the same, whether as a result of the
Acquisition being made or becoming or being declared unconditional or otherwise,
at a price more or less than would otherwise be determined in accordance with
sub-paragraphs A (i) and (ii) above, such investment shall be valued at such
greater or lesser price unless such right or obligation is unconditionally and
irrevocably waived or lapses prior to the calculation of the AMIC FAV otherwise
being agreed or determined.
4. Subject to note 5 below, with regard to sub-paragraph A (iii) above,
the GLIF Board and the AMIC Board, and if appointed, any independent expert,
shall have regard, inter alia, to the following when determining the value of
any investment or other asset (which shall be calculated on the basis of a
notional sale by a willing seller to a willing buyer, without regard to any
additional value that might be attributed to such investment or other asset by
any special category of potential purchaser):
(i) the International Private Equity and Venture Capital Valuation
Guidelines;
(ii) the existence or exercise of any pre-emption rights or obligations
in respect of such investment or other asset or any other restrictions on the
transfer or disposal of the same which may exist or which may arise as a
consequence of the Acquisition or any AMIC Shares or of the transfer of such
investment or other asset to any party or of the winding up of AMIC;
(iii) the terms and volumes of any recent dealings in, and marketability
of, such investment or other asset; and
(iv) the amount of any bona fide offer to acquire such investment or
other asset which may be made by any person and brought to the attention of the
GLIF Board and the AMIC Board or, if appointed, any independent expert.
5. With regard to sub-paragraph A (iii) above, the GLIF Board, the AMIC
Board and, if appointed, any independent expert shall, except in the case of
debtors and tangible assets, be bound by the actual amount of cash items and, in
the case of debtors and tangible assets, shall adopt the accounting policies
used by AMIC in its latest audited financial statements.
6. If any liability referred to in paragraph B above has not been
determined by the date on which the calculations and adjustments otherwise
necessary to determine the AMIC FAV have been made, there shall be included in
"B" such amount in respect of any such liability as shall be considered to be an
appropriate estimate by agreement between the GLIF Board and the AMIC Board (or
failing such agreement within three days after the Calculation Date, as
determined by an independent expert).
7. The independent expert referred to herein shall be a member of the
Association for Financial Markets in Europe (not connected with any of the
parties providing advice to AMIC or GLIF in connection with the Acquisition)
selected by the GLIF Board, the AMIC Board or, in default of such selection
within 3 days after the Calculation Date, by the chairman for the time being of
the Association for Financial Markets in Europe on the application of either the
GLIF Board or the AMIC Board. Such member shall act as an expert and not as an
arbitrator and his determination shall (subject to any agreement to the contrary
between GLIF and AMIC) be final and binding on all persons and such member shall
not be under any liability to any person by reason of his appointment or by
anything done or omitted to be done by him for the purposes of such appointment
or in connection therewith.
8. Notwithstanding any of the above provisions, in the event that the
valuation of any investment or other asset of AMIC in accordance with any of
such provisions, or the amount of any deduction made in accordance with
sub-paragraph B above, is, in the opinion of the GLIF Board and the AMIC Board,
incorrect or unfair they may, if they so agree, adopt an alternative method of
valuation or deduction, as the case may be.
The number of GLIF Shares to be issued and allotted per AMIC Share pursuant to
the Acquisition will be announced through a Regulatory Information Service as
soon as reasonably practicable following the Calculation Date.
APPENDIX III
DEFINITIONS
+---------------------+-----------------------------------------+
| "Acquisition" | the proposed acquisition by GLIF of |
| | AMIC to be effected by the Scheme; |
+---------------------+-----------------------------------------+
| "Admission" | the admission of the New GLIF Shares to |
| | be issued in connection with the |
| | Acquisition to trading on AIM becoming |
| | effective in accordance with Rule 6 of |
| | the AIM Rules and/or the admission of |
| | such New GLIF Shares and the Existing |
| | GLIF Shares to the Official List of the |
| | CISX becoming effective in accordance |
| | with the listing rules of CISX, as the |
| | context requires; |
+---------------------+-----------------------------------------+
| "AIM" | the AIM market of the London Stock |
| | Exchange; |
+---------------------+-----------------------------------------+
| "AIM Rules" | means the AIM Rules for Companies |
| | published by the London Stock Exchange; |
+---------------------+-----------------------------------------+
| "AMIC" | Asset Management Investment Company |
| | PLC, a company registered in England |
| | and Wales with number 02918390; |
+---------------------+-----------------------------------------+
| "AMIC Board" | the board of directors of AMIC, or a |
| | duly constituted committee thereof; |
+---------------------+-----------------------------------------+
| "AMIC Directors" | the directors of AMIC; |
+---------------------+-----------------------------------------+
| "AMIC General | the general meeting of AMIC to be held |
| Meeting" | on or around 11 January 2011 (or as |
| | soon thereafter as the Court Meeting |
| | shall have concluded or been |
| | adjourned), including any adjournment |
| | thereof; |
+---------------------+-----------------------------------------+
| "AMIC FAV" | the Formula Asset Value as at the |
| | Calculation Date attributable to AMIC |
| | as determined in accordance with the |
| | formula set out in Appendix II of this |
| | announcement; |
+---------------------+-----------------------------------------+
| "AMIC Shareholders" | holders of AMIC Shares; |
+---------------------+-----------------------------------------+
| "AMIC Shares" | fully paid ordinary shares of 25 pence |
| | each in the capital of AMIC; |
+---------------------+-----------------------------------------+
| "Articles of | the articles of association of GLIF; |
| Association" or | |
| "Articles" | |
+---------------------+-----------------------------------------+
| "Business Day" | any day (other than a Saturday or |
| | Sunday or public holiday) on which |
| | banks are generally open for business |
| | in London; |
+---------------------+-----------------------------------------+
| "Calculation Date" | the time and date on which AMIC's NAV |
| | will be calculated for the Scheme |
| | currently expected to be close of |
| | business on 21 January 2011 or such |
| | later date or dates as may be agreed |
| | between AMIC and GLIF; |
+---------------------+-----------------------------------------+
| "Cash | means the proposal under which AMIC |
| Consideration" | Shareholders shall receive an amount in |
| | cash equivalent to 92 per cent of the |
| | Formula Asset Value for every AMIC |
| | Share held (unless they elect for the |
| | Share Alternative); |
+---------------------+-----------------------------------------+
| "Cash Offer" | the offer of cash for each AMIC Share |
| | pursuant to the Acquisition; |
+---------------------+-----------------------------------------+
| "CISX" | The Channel Islands Stock Exchange, |
| | LBG; |
+---------------------+-----------------------------------------+
| "City Code" | the Code on Takeovers and Mergers; |
+---------------------+-----------------------------------------+
| "Companies Act" | the UK Companies Act 2006, as amended; |
+---------------------+-----------------------------------------+
| "Companies Law" | The Companies (Guernsey) Law, 2008 as |
| | may be amended from time to time; |
+---------------------+-----------------------------------------+
| "Court" | the High Court of Justice in England |
| | and Wales or the Court of Appeal in |
| | England and Wales, as the case may be; |
+---------------------+-----------------------------------------+
| "Court Meeting" | the meeting of the holders of AMIC |
| | Shares convened by order of the Court |
| | pursuant to Part 26 of the Companies |
| | Act to consider and, if thought fit, |
| | approve the Scheme and confirm the |
| | Reduction of Capital, including any |
| | adjournment thereof; |
+---------------------+-----------------------------------------+
| "Court Order" | the Court Order sanctioning the Scheme |
| | and confirming the Reduction of |
| | Capital; |
+---------------------+-----------------------------------------+
| "Disclosed" | (i) disclosed in AMIC's annual report |
| | and accounts for the financial year |
| | ended 30 September 2010; or (ii) fairly |
| | disclosed to GLIF or its advisers |
| | before the date of this document; or |
| | (iii) publicly announced to a |
| | regulatory information service by or on |
| | behalf of AMIC prior to the date of the |
| | Scheme Circular; |
+---------------------+-----------------------------------------+
| "Effective Date" | the date on which the Scheme becomes |
| | effective; |
+---------------------+-----------------------------------------+
| "Enlarged Group" | GLIF as enlarged by the Acquisition; |
+---------------------+-----------------------------------------+
| "Existing GLIF | GLIF Shares in issue as at the date of |
| Shares" | this announcement; |
+---------------------+-----------------------------------------+
| "Formula Asset | the amount at any date as is calculated |
| Value" or "FAV" | as such at that date in accordance with |
| | Appendix II of this announcement; |
+---------------------+-----------------------------------------+
| "FSA" | the UK Financial Services Authority; |
+---------------------+-----------------------------------------+
| "FSMA" | the Financial Services and Markets Act |
| | 2000, as amended; |
+---------------------+-----------------------------------------+
| "GLIF" or the | Greenwich Loan Income Fund Limited, an |
| "Company" | authorised closed-ended investment |
| | company registered in Guernsey with |
| | number 43260; |
+---------------------+-----------------------------------------+
| "GLIF Board" | the board of directors of GLIF, or a |
| | duly constituted committee thereof; |
+---------------------+-----------------------------------------+
| "GLIF Extraordinary | the extraordinary general meeting of |
| General Meeting" | GLIF to be held on or around 11 January |
| | 2011, including any adjournment |
| | thereof; |
+---------------------+-----------------------------------------+
| "GLIF Shareholders" | holders of GLIF Shares; |
+---------------------+-----------------------------------------+
| "GLIF Shares" | ordinary shares of no par value each in |
| | the capital of GLIF; |
+---------------------+-----------------------------------------+
| "Group" | GLIF and T2 CLO (which is currently |
| | treated by GLIF as its subsidiary for |
| | accounting purposes); |
+---------------------+-----------------------------------------+
| "HMRC" | HM Revenue & Customs; |
+---------------------+-----------------------------------------+
| "Indicative Offer | the announcement made on 26 October |
| Announcement" | 2010 that the boards of GLIF and AMIC |
| | were in advanced discussions regarding |
| | a possible offer; |
+---------------------+-----------------------------------------+
| "London Stock | London Stock Exchange plc; |
| Exchange" | |
+---------------------+-----------------------------------------+
| "Long Stop Date" | 31 March 2011 (or such later date (if |
| | any) as GLIF and AMIC may with the |
| | consent of the Panel agree); |
+---------------------+-----------------------------------------+
| "Main Market" | the main market for listed securities |
| | of the London Stock Exchange; |
+---------------------+-----------------------------------------+
| "Net Asset Value" | the net asset value of a company |
| or "NAV" | determined in accordance with the |
| | relevant company's normal accounting |
| | policies; |
+---------------------+-----------------------------------------+
| "New GLIF Shares" | means the ordinary shares in GLIF |
| | proposed to be issued to AMIC |
| | Shareholders electing for the Share |
| | Alternative pursuant to the Scheme; |
+---------------------+-----------------------------------------+
| "Offer" | "takeover offer" as that term is |
| | defined in section 974 of the Companies |
| | Act; |
+---------------------+-----------------------------------------+
| "Overseas | Shareholders or AMIC Shareholders who |
| Shareholders" | are resident in, ordinarily resident |
| | in, or citizens of, jurisdictions |
| | outside the UK, the Channel Islands and |
| | the Isle of Man; |
+---------------------+-----------------------------------------+
| "Panel" | means the Panel on Takeovers and |
| | Mergers; |
+---------------------+-----------------------------------------+
| "Proposals" | the Acquisition and Proposed Listing as |
| | described in this announcement; |
+---------------------+-----------------------------------------+
| "Proposed Listing" | the proposed admission of the Enlarged |
| | Group to the Official List of the |
| | Channel Islands Stock Exchange, LBG |
+---------------------+-----------------------------------------+
| "Prospectus | means the document prepared by GLIF in |
| Equivalent | connection with the Acquisition and |
| Document" | which is equivalent to a prospectus |
| | pursuant to paragraphs PR1.2.2R and |
| | PR1.2.3R (3) of the Prospectus Rules; |
+---------------------+-----------------------------------------+
| "Reduction of | the reduction of AMIC's share capital, |
| Capital" | involving the cancellation and |
| | extinguishing of the AMIC Shares |
| | provided for by the Scheme under |
| | section 648 of the Companies Act; |
+---------------------+-----------------------------------------+
| "Registrar of | the Registrar of Companies in England |
| Companies" | and Wales; |
| | |
+---------------------+-----------------------------------------+
| "Restricted | any jurisdiction where the New GLIF |
| Jurisdiction" | Shares cannot be made available without |
| | breaching applicable laws; |
+---------------------+-----------------------------------------+
| "Scheme" | the scheme of arrangement of AMIC under |
| | Part 26 of the Companies Act and the |
| | related Reduction of Capital, with any |
| | modification thereof or addition |
| | thereto or condition approved or |
| | imposed by the Court; |
+---------------------+-----------------------------------------+
| "Scheme Circular" | the document sent to AMIC Shareholders |
| | which contains, among other things, |
| | details of the Scheme and notice of the |
| | Court Meeting and AMIC General Meeting; |
+---------------------+-----------------------------------------+
| "Share Alternative" | the right of AMIC Shareholders to elect |
| | to receive New GLIF Shares as |
| | consideration pursuant to the |
| | Acquisition; |
+---------------------+-----------------------------------------+
| "T2 CLO" | T2 Income Fund CLO I Ltd, an exempted |
| | company incorporated under the law of |
| | the Cayman Islands; |
+---------------------+-----------------------------------------+
| "UK Listing | the FSA acting in its capacity as the |
| Authority" | competent authority for the purpose of |
| | Part VI of FSMA; |
+---------------------+-----------------------------------------+
| "UKLA Official | the list maintained by the UK Listing |
| List" | Authority, a division of the FSA, |
| | pursuant to Part VI of FSMA; |
+---------------------+-----------------------------------------+
| "United Kingdom" or | the United Kingdom of Great Britain and |
| "UK" | Northern Ireland; and |
+---------------------+-----------------------------------------+
| "United States" or | the United States of America, its |
| "US" | territories and possessions and any |
| | state of the United States of America |
| | and the District of Columbia. |
+---------------------+-----------------------------------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
OFFLLFEAFALRIII
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