TIDMAMN TIDMGLIF
RNS Number : 2758Z
Asset Management Investment Co.PLC
11 January 2011
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
11 January 2011
RECOMMENDED ACQUISITION OF ASSET MANAGEMENT INVESTMENT COMPANY
PLC ("Company") BY
GREENWICH LOAN INCOME FUND LIMITED ("GLIF")
RESULT OF COURT MEETING AND GENERAL MEETING
On 16 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").
Completion of the Acquisition is conditional upon, amongst other
things, Shareholders' approval being obtained at the Court Meeting
and the General Meeting. The Board of AMIC is therefore pleased to
announce that:
-- at the Court Meeting held today, the proposed scheme of
arrangement as set out in the Notice of Court Meeting annexed to
the circular posted to Shareholders dated 16 December 2010 (the
"AMIC Circular") was duly approved by Shareholders; and
-- at the General Meeting, also held today, the resolution set
out in the Notice of General Meeting annexed to the AMIC Circular
was duly passed.
Proxy votes received in relation to these meetings were as
follows:
For Against Withheld
Court Meeting 6,012,879 43,521 -
General Meeting 6,101,635 42,000 8,724
The Acquisition remains conditional upon, inter alia, the
sanction of the Scheme and the confirmation of the Capital
Reduction by the Court, both of which are scheduled to take place
on 28 January 2011. The Board of AMIC is not currently aware of any
reasons why such sanction and confirmation should not be
forthcoming.
The Board of AMIC is also pleased to note that, at the GLIF EGM
held earlier today, resolutions to approve the Acquisition and
admission of both the Existing and New GLIF Shares to the Official
List of the Channel Islands Stock Exchange, were duly passed.
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 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 or (if capable of waiver) waived and on which
the Court sanctions the Scheme and confirms the Capital
Reduction and the date on which the Court Order and minute
confirming the Capital Reduction is delivered to the Registrar
of Companies.
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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