UK Mortgages Ltd Project Solace and EGM Results
18 Mars 2022 - 1:05PM
UK Regulatory
TIDMUKML
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
18 March 2022
TWENTYFOUR INCOME FUND LIMITED
(a non-cellular company limited by shares incorporated in the Island of
Guernsey under the Companies (Guernsey) Law 2008, as amended, with registered
number 56128 and registered as a Registered Closed-ended Collective Investment
Scheme with the Guernsey Financial Services Commission. LEI
549300CCEV00IH2SU369)
UK MORTGAGES LIMITED
(a closed-ended investment company incorporated with limited liability under
the laws of Guernsey with registered number 60440 and registered as a
Registered Closed-ended Collective Investment Scheme with the Guernsey
Financial Services Commission. LEI: 549300388LT7VTHCIT59)
Update on Proposed Merger
Further to the announcement on 8 February 2022 in relation to the proposed
merger of TwentyFour Income Fund Limited ("TFIF") and UK Mortgages Limited
("UKML"), the Board of UKML is pleased to announce that the special resolutions
proposed at the Extraordinary General Meeting held earlier today were approved
and that Andrea Frances Alice Harris and Benjamin Alexander Rhodes of Grant
Thornton Limited, PO Box 313, Lefebvre House, Lefebvre Street, St. Peter Port,
Guernsey GY1 3TF have therefore been appointed as the Liquidators.
Special Resolution For Against
1 88,305,512 10,219
2 88,305,512 10,219
Following support for the resolutions it is expected that the transaction will
complete, with new TFIF Shares being issued in the week commencing 28 March. A
further announcement setting out the final Scheme Entitlements is expected on
23 March including the Acquisition Value per UKML Share, the TFIF Issue Price
and the number of New TFIF Shares expected to be issued under the Scheme.
The full text of the special resolutions can be found in the notice of the
Extraordinary General Meeting contained in UKML's circular to Shareholders
dated 3 March 2022 (the "Circular").
The Circular is available for viewing on UKML's website, https://
www.twentyfouram.com/view/GG00BXDZMK63/uk-mortgages-limited#documents.
Trading in the UKML Shares was suspended at 7.30 a.m. this morning. UKML,
through its advisers, has notified the London Stock Exchange of UKML's
intention to cancel the admission of UKML Shares to trading at 8.00 a.m. on 30
March 2022.
The Scheme remains conditional on (a) Admission of the New TFIF Shares to the
premium segment of the Official List of the FCA and to trading on the premium
segment of the London Stock Exchange's main market; and (b) a reorganisation of
the entity that holds UKML's assets in connection with the Scheme that is
expected to complete on 23 March 2022.
Expected timetable
2022
Calculation date Close of business 18 March
Publication of the Acquisition Value per UKML Share 23 March
and the TFIF Issue Price
Date of completion of the reorganisation of the 23 March
entity that holds UKML's assets
Date of transfer of Rollover Pool to TFIF 24 March
Admission of the New TFIF Shares issued under the 8.00 a.m. on 24 March
Scheme to the Official List and to trading on the
London Stock Exchange, and dealings in the New TFIF
Shares commence
CREST accounts credited with the New TFIF Shares 24 March
issued under the Scheme
Share certificates in respect of the New TFIF Shares Week commencing 28 March
issued under the Scheme expected to be despatched
UKML shares cancelled from trading on the London 8.00 a.m. on 30 March
Stock Exchange
Enquiries:
Numis
Financial Adviser and Corporate Broker to TFIF
Hugh Jonathan / Matt Goss
Tel: 020 7260 1000
Numis
Financial Adviser and Corporate Broker to UKML
Nathan Brown / Vicki Paine
Tel: 020 7260 1000
Grant Thornton
Liquidators of UKML
Tom Angus
Tel: 01534 885748
Northern Trust International Fund Administration Services (Guernsey) Limited
Company Secretary to both TFIF and UKML
Tel: 01481 745001
Notes:
Capitalised terms used in this announcement, unless otherwise defined, have the
same meanings as set out in the Circular.
Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority ("FCA"), is acting for TFIF
and UKML and for no one else in connection with the Scheme and will not regard
any other person as its client and will not be responsible to anyone other than
TFIF or UKML for providing the protections afforded to clients of Numis or for
advising any such person in connection with the contents of this announcement
or the Scheme.
END
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