TIDMAMN TIDMGLIF
RNS Number : 1424Y
Asset Management Investment Co.PLC
16 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
16 DECEMBER 2010
RECOMMENDED ACQUISITION OF ASSET MANAGEMENT INVESTMENT COMPANY
PLC ("Company") BY
GREENWICH LOAN INCOME FUND LIMITED ("GLIF")
POSTING OF CIRCULAR AND PROSPECTUS EQUIVALENT DOCUMENT
Introduction
On 7 December 2010, the boards of GLIF and the Company announced
that they had 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 ordinary share capital of the Company. It is
intended that the Acquisition be implemented by means of a scheme
of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
The AMIC Board announces that a circular to AMIC shareholders
has been posted to shareholders today (the "AMIC Circular"), which
seeks to explain the background to and the terms of the Acquisition
and to explain why the Directors are unanimously recommending that
Shareholders vote in favour of the resolutions to be proposed at
the Court Meeting and the General Meeting, as they have irrevocably
undertaken to do (or procure to be done) in respect of their own
beneficial holdings.
Details of the Scheme and the Share Alternative
It is intended that the Acquisition be implemented by way of the
Scheme. Under the terms of the Acquisition, which are subject to
the certain conditions, all the Ordinary Shares will be cancelled
and by way of consideration for such cancellation Shareholders will
be entitled to receive:
for each Ordinary Share an amount in cash equal to 92 per cent.
of the Formula Asset Value.
The Scheme includes a Share Alternative whereby, as an
alternative to receiving the Cash Consideration, Scheme
Shareholders will be entitled to elect to receive New GLIF Shares
on the following basis:
for each Ordinary Share such number of New GLIF Shares as shall
have a value equal to 92 per cent. of the Formula Asset Value. The
value attributable to a New GLIF Share is 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.
For illustrative purposes, based on Formula Asset Value as at 14
December 2010, a Scheme Shareholder would receive:
for each Ordinary Share 70.08 pence or 2.48 New GLIF Shares
Shareholders will be able to receive the Cash Consideration and
New GLIF Shares under the Share Alternative in respect of their
holdings of Ordinary Shares in such proportions as they wish.
No dividends are expected to be paid by AMIC between the date of
the Announcement and the Implementation Date. Under investment
trust rules, AMIC is required to distribute 85 per cent. or more of
the income that it receives in any accounting period. Under the
terms of the Acquisition any dividend which may be required to be
declared in order to ensure sufficient income is distributed for
the year ended 30 September 2010, and is declared prior to the
Implementation Date, will be declared with a record date falling
after the Implementation Date. The value of such dividends with a
record date falling after the Implementation Date will not be
deducted from, and will be included in, the AMIC FAV. Therefore,
existing AMIC Shareholders should not expect to receive any further
dividends in respect of their Ordinary Shares.
As at the close of business on 14 December 2010, AMIC's
unaudited net assets (cum income) had a value of approximately
GBP13.93 million, whilst as at 30 September 2010, GLIF's unaudited
net assets had a value of approximately GBP67.7 million.
Based on the illustration above, if all Scheme Shareholders
elected to receive New GLIF Shares under the Share Alternative, the
New GLIF Shares to be issued under the Scheme would represent 33
per cent. of the enlarged issued share capital of GLIF. The Share
Alternative is subject to certain conditions. The New GLIF Shares
will be issued as fully paid and will rank pari passu in all
respects with the Existing GLIF Shares. The New GLIF Shares will be
issued following implementation of the Scheme to Scheme
Shareholders on the register at the Scheme Record Date. Further
particulars of the GLIF Shares are set out in the Prospectus
Equivalent Document.
If you are considering making an election for the Share
Alternative in respect of any of your holding of Ordinary Shares,
your attention is particularly drawn to the "Risk Factors" set out
in pages 6 to 15 of the GLIF Prospectus Equivalent Document. You
are strongly advised to consult a stockbroker, bank manager,
accountant or other independent professional adviser who, if you
are taking advice in the United Kingdom is authorised pursuant to
the Financial Services and Markets Act 2000 or from an
appropriately authorised independent financial adviser if you are
in a territory outside the United Kingdom who specialises in the
acquisition of shares or other securities. You are advised to
consider carefully in the light of your own investment objectives
and having taken advice appropriate to your own financial
circumstances whether it would be appropriate to elect for the
Share Alternative.
If the Scheme becomes effective, cheques in respect of the Cash
Consideration and/or certificates in respect of New GLIF Shares
will be despatched by the Registrar to Shareholders (or the Cash
Consideration will be settled through CREST, as the case may be) as
soon as practicable but in any event within 14 days of the
Implementation Date.
Background to and reasons for the recommendation
In October 2006, AMIC's investment policy was amended, with
Shareholder approval, to enable an orderly realisation of the
portfolio. The Board also committed at that time, subject to all
legal and regulatory requirements, to return cash to Shareholders
as and when surplus cash became available.
On 19 April 2010 the Board of AMIC 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 which,
together with cash, represented over 95 per cent. of AMIC's net
assets. Of these three assets, the $5 million investment in the 10
per cent. promissory note issued by International Foreign Exchange
Concepts (Holdings), Inc. matures 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. In the Board's opinion, it is unlikely
that full value could be realised from either of these investments
in the short term. Accordingly, the 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 Ordinary 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 its
Shareholders, the 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 Ordinary Shares have
traded being 14.5 per cent. over the 12 months prior to the
announcement of the intention to make an Offer;
-- the certainty of value relative to net asset value that the
Cash Consideration, if paid, would provide for Shareholders in the
current economic climate, notwithstanding the fact that it may not
match the Board's assessment of the underlying asset value that
could potentially be realised over a longer time period;
-- the Cash Consideration provides Shareholders the opportunity
to exit in full rather than participate in the ongoing strategy of
the Enlarged Group;
-- the option to elect for the Share Alternative, for
Shareholders who hold Ordinary 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 Shareholders who
have indicated, through the signing of irrevocable commitments
their support for the Acquisition; and
-- the implications for AMIC of the scheduled repayment of the
International Foreign Exchange
Concepts (Holdings), Inc. promissory note investment which
matures on 31 May 2011 which
represents approximately 27 per cent. of the Company's current
net assets.
Information on GLIF
A copy of the prospectus equivalent document in relation to the
New GLIF Shares has been posted to AMIC Shareholders.
Irrevocable undertakings
As at 16 December 2010, GLIF had received irrevocable
undertakings over, in aggregate, 4,990,888 Ordinary Shares,
representing approximately 28.8 per cent. of AMIC's existing issued
share capital, from Philip J Milton & Company Plc and certain
Directors to vote in favour of the resolutions to be proposed at
the Meetings approving the Acquisition and the Scheme.
The Directors intend to vote in favour of the resolutions to be
proposed at the Court Meeting and the General Meeting, and to
direct, where possible, or otherwise procure, that the registered
holder should vote in favour, in relation to their beneficial
shareholdings. The aggregate beneficial holdings of the Directors
represent approximately 9.9 per cent. of the existing issued
Ordinary Share capital of the Company.
Intentions for Directors, management and employees
GLIF has informed the Board that, following the Scheme becoming
effective, it will have no requirement for the services of AMIC's
two employees, George Robb and Bharat Bhagani, and their service
contracts will be terminated. AMIC has, therefore, entered into
compromise agreements with each of Messrs Robb and Bhagani
terminating their employment on the Implementation Date,
conditional upon the Scheme becoming effective. The agreements
provide that each of them will receive a payment equivalent to the
notice due under their respective service contracts together with
any benefits payable for such period. They will, in addition,
receive the statutory redundancy payment to which they are each
entitled. Mr Bhagani will also receive a compensatory payment.
The directors of AMIC intend to resign as Directors following
the Scheme becoming effective and their expectation is that they
will have no further continuing business involvement with AMIC. The
Directors will receive a payment equivalent to three months' notice
upon termination and no other compensation will be payable to
Directors in connection with their loss of office.
Conditions
The Acquisition will be implemented by means of a scheme of
arrangement by AMIC under Part 26 of the Companies Act 2006 and
will be conditional upon, amongst other things, the approval of the
Scheme by Shareholders and the sanction of the Scheme and the
confirmation of the associated Capital Reduction by the Court.
Shareholder Meetings
Completion of the Acquisition is conditional upon, amongst other
things, Shareholders' approval being obtained at the Court Meeting
and the General Meeting. The purpose of the Court Meeting is to
enable Shareholders to consider and, if thought fit, approve the
Scheme. The purpose of the General Meeting is to enable
Shareholders to vote on matters related to the Acquisition.
Terms used in this announcement shall have the same meaning as
set out in the AMIC Circular.
Expected Timetable of Principal Events*
Event Time Date, 2011
Latest time for lodging Forms 10.00 a.m. Friday, 7 January
of Proxy for: 10.15 a.m. Friday, 7 January
- Court meeting
- General meeting
Voting Record Time 6.00 p.m. Friday, 7 January
Court Meeting 10.00 a.m. Tuesday, 11 January
General Meeting 10.15 a.m. Tuesday, 11 January
Latest time for return of Form 11.00 a.m. Friday, 21 January
of Election or submission of a
valid TTE instruction in CREST
FAV Calculation Date 6.00 p.m. Friday, 21 January
The following dates are subject to change. These times and
dates are indicative only and will depend, amongst other
things, on the date upon which the Conditions are either
satisfied of (if capable of waiver) waived and on which
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 Registrars of
Companies.
Last day of dealings in, and for Wednesday, 26
registration of transfer of, and January
disablement in CREST of, AMIC
Ordinary Shares
Suspension of listing of, and By 8.00 Thursday, 27 January
dealings, settlement and transfers a.m.
in, AMIC Ordinary Shares
Scheme Record Time 6.00 p.m. Thursday, 27 January
Court Hearing Date (to sanction Friday, 28 January
the Scheme and confirm the Capital
Reduction)
Implementation Date of the Scheme Monday, 31 January
Issue of New GLIF Shares 8.00 a.m. Monday, 31 January
Commencement of dealings in New 8.00 a.m. Monday, 31 January
GLIF Shares
Crediting of New GLIF Shares to 8.00 a.m. Monday, 31 January
CREST accounts
Latest date for dispatch of share Monday, 14 February
certificates (in respect of New
GLIF Shares)
Latest date for dispatch of cheques Monday, 14 February
and/or settlement through CREST
of the Cash Consideration
* 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
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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