TIDMGLIF TIDMAMN
RNS Number : 0044A
Greenwich Loan Income Fund Ltd
24 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
24 JANUARY 2011
RECOMMENDED ACQUISITION OF ASSET MANAGEMENT INVESTMENT COMPANY
PLC ("AMIC") BY
GREENWICH LOAN INCOME FUND LIMITED ("GLIF")
FORMULA ASSET VALUE CALCULATION
RESULT OF ELECTION FOR SHARE ALTERNATIVE
Formula Asset Value Calculation
The boards of AMIC and GLIF announce today that, in connection
with the recommended acquisition of AMIC by GLIF to be implemented
by means of a scheme of arrangement ("the Scheme") under Part 26 of
the Companies Act 2006 ("the Acquisition"), the final agreed
Formula Asset Value (FAV) to be used as the basis for the
Acquisition as at the calculation date of 21 January 2011 was
76.9230p per AMIC share.
Under the terms of the Acquisition, which remains conditional
upon, inter alia, the sanction of the Scheme and the confirmation
of the Capital Reduction by the Court, the hearing of which is
scheduled to take place on 28 January 2011, the AMIC Ordinary
Shares will be cancelled and AMIC shareholders will receive:
for each AMIC Ordinary Share 70.7692p in cash (equal to
92 per cent. of the Formula
Asset Value).
OR
2.50510442 New GLIF Shares
(equal to 92 per cent. of the
Formula Asset Value. 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).
As set out in the Scheme Circular, fractions of New GLIF Shares
shall not be allotted or issued to holders of AMIC Ordinary Shares
pursuant to the Scheme. All fractional entitlements to which
holders of AMIC Ordinary Shares would have become entitled shall be
aggregated and sold by GLIF's brokers in the market for the benefit
of GLIF.
Result of Election for Share Alternative
As at 11.00 a.m. on 21 January 2011 (being the latest time for
receipt of elections in respect of the Share Alternative), valid
elections to accept the Share Alternative were received in relation
to 4,524,207 AMIC Ordinary Shares. The Acquisition will therefore
result in the issue in aggregate of 11,333,610 New GLIF Shares
representing approximately 11.5 per cent. of the enlarged share
capital of GLIF.
The Scheme is expected to become effective on 31 January 2011,
upon the registration of the Court Order at Companies House. On the
same day, the New GLIF Shares are expected be admitted to AIM and
the New GLIF Shares and Existing GLIF Shares are expected to be
admitted to the Official List of the CISX.
Terms used in this announcement shall have the same meaning as
set out in the Scheme Circular.
Expected Timetable of Principal Events*
Event Time and/or date
Court Hearing to sanction the Scheme 28 January 2011
and confirm the Capital Reduction
Effective Date of the Scheme 31 January 2011
New GLIF Shares admitted to AIM 8.00 a.m. on 31 January
and New GLIF Shares and Existing 2011
GLIF Shares admitted to the Official
List of the CISX and dealings in
New GLIF Shares and Existing GLIF
Shares on the CISX and in New GLIF
Shares on AIM commence
CREST accounts credited with New 31 January 2011
GLIF Shares
Latest date for dispatch of cheques 14 February 2011
in respect of cash consideration
or settlement of such cash consideration
through CREST
Latest date for dispatch of New 14 February 2011
GLIF Share certificates
* These times and dates are indicative only and will depend,
among other things, on the date upon 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. If any of the above times
and/or dates change, the revised times and/or dates will be
notified by announcement through the regulatory information service
of the London Stock Exchange. 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
Geoffrey Miller
Patrick Conroy +353 1 4433 466
Greenwich Loan Income Fund Limited +1 203 983 5282
James Maxwell / Nick Donovan
Singer Capital Markets Limited
(Financial Adviser & Broker to
GLIF) +44 (0) 20 3205 7500
Philip Secrett
Grant Thornton Corporate Finance
(Nominated Adviser to GLIF) +44 (0) 20 7383 5100
Edward Gascoigne Pees/Edward Berry
Financial Dynamics
(PR firm to GLIF) +44 (0) 20 7269 7132
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.
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.
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.
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
ACQBIGDBSBDBGBS
Asset Management Investment (LSE:AMN)
Historical Stock Chart
From Mar 2024 to Apr 2024
Asset Management Investment (LSE:AMN)
Historical Stock Chart
From Apr 2023 to Apr 2024
