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 and the TFIF
Issue Price |
23 March |
| Date of
completion of the reorganisation of the entity that holds UKML's
assets |
23 March |
| Date of
transfer of Rollover Pool to TFIF |
24 March |
| Admission
of the New TFIF Shares issued under the Scheme to the Official List
and to trading on the London Stock Exchange, and dealings in the
New TFIF Shares commence |
8.00 a.m. on 24
March |
| CREST
accounts credited with the New TFIF Shares issued under the
Scheme |
24 March |
| Share
certificates in respect of the New TFIF Shares issued under the
Scheme expected to be despatched |
Week commencing 28
March |
| UKML
shares cancelled from trading on the London Stock Exchange |
8.00 a.m. on 30
March |
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.