UK Mortgages Ltd Notice of EGM Relating to Proposed Tender Offers
February 26 2021 - 9:00AM
UK Regulatory
TIDMUKML
THE INFORMATION IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN OR INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A
TAKEOVER OFFER OR AN OFFER OF SECURITIES.
Capitalised terms used in this Announcement, unless otherwise defined, have the
same meanings as set out in the Circular.
26 February 2021
UK MORTGAGES LIMITED
(a closed-ended investment company incorporated in Guernsey with registration
number 60440) LEI 549300388LT7VTHCIT59
Circular to Shareholders and Notice of Extraordinary General Meeting relating
to the Company's proposed tender offers
Following the result of a Shareholders' vote which was announced on 4 December
2020, the Board of UK Mortgages Limited (the "Company") is recommending for the
Company to return in the region of £40,000,000 to Shareholders through proposed
tender offers and associated share repurchases. The Company also recommends
proposal for further tender offers.
The Board is therefore convening an Extraordinary General Meeting of the
Company to be held at 3 p.m. on Tuesday, 23 March 2021 at the offices of
Northern Trust International Fund Administration Services (Guernsey) Limited,
Trafalgar Court, Les Banques, St. Peter Port, Guernsey, Channel Islands GY1 3QL
in order to approve the proposal.
Introduction
On 4 December 2020 Shareholders voted in favour of the Company's proposals
described in the November Circular to, among other things, (i) distribute the
proceeds (net of expenses and future commitments)of the sale of Cornhill No. 6
and Malt Hill No. 2 through a tender offer (to be implemented by Numis, acting
as principal) and the subsequent repurchase of Ordinary Shares from Numis by
the Company.
On 8 February 2021 the Company announced that it had signed agreements to sell
two buy-to-let mortgages portfolios financed by Cornhill No. 6 and Malt Hill
No. 2, which subject to successful completion is expected to release capital
enabling two tenders to be carried out in February (the "February Tender Offer
") and May (the "May Tender Offer") respectively, on the terms and subject to
the conditions set out in the Circular.
The Company today announces that it proposes to return up in the region of £
40,000,000 to Shareholders in two tranches, each by way of a tender offer and
associated share repurchase. Having carried out a full review of the Company's
liquid resources, future cash requirements, commitments and costs, the Board
has concluded that the February Tender Offer will comprise a capital return of
£20,000,000.
It is expected that the May Tender Offer will comprise a capital return in the
region of £20,000,000. Details of the May Tender Offer will be provided at a
later date by the Company by RIS announcement following the expected completion
of the sale of Malt Hill No. 2 in May 2021.
The first return of capital, being the February Tender Offer, will take place
by way of a tender offer and associated repurchase of up to 11.5 per cent. of
the Ordinary Shares at a price of 75p per Ordinary Shares, which represents a
8.3 per cent. discount to the net asset value per Ordinary Share of the Company
as at the Latest Practicable Date.
The price per Ordinary Share under the May Tender Offer and any further Tender
Offers will be announced by the Company by RIS announcement on or before the
opening of the relevant Tender Offer and shall not be less than 75p per
Ordinary Share.
The Tender Offers
Subject to approval by Shareholders at the Extraordinary General meeting, the
Board intends that:
Returns of cash are to take the form of two tender offers (to be implemented by
Numis, acting as principal) and subsequent repurchases of Ordinary Shares by
the Company. Whilst the Company does not currently intend to make further
tender offers after the May Tender Offer, it is seeking authority to do so, to
provide the Company with that optionality going forward. The terms and
conditions of the Tender Offers are set out in Part II of the Circular.
Under the February Tender Offer the Company is proposing to return £20,000,000
at 75p per Ordinary Share (being a 8.3 per cent. discount to the net asset
value per Ordinary Share at the Latest Practicable Date). The maximum number of
Ordinary Shares subject to Repurchase under the February Tender Offer will be
26,666,666, equivalent to 11.5 per cent. of the issued share capital of the
Company which, as at Latest Practicable Date.
Further details of the May Tender Offer, which will be carried out in
accordance with the Terms and Conditions of the Tender Offers will be provided
by the Company by RIS announcement on or before the opening of the May Tender
Offer.
Shareholders whose names appear on the Register on the relevant Tender Record
Date may apply to tender their Ordinary Shares for purchase by the Company at
the relevant Tender Offer Price.
The number of Ordinary Shares to which the Tender Offers will apply
The number of Ordinary Shares subject to the February Tender Offer (and the
associated Repurchase) is 26,666,666, which is calculated by dividing £
20,000,000 by the Tender Offer Price and rounding down to the nearest whole
number. This is 11.5 per cent. of all Ordinary Shares in issue as at the Latest
Practicable Date, which represents the "Basic Entitlement" under the Tender
Offer and each Qualifying Shareholder is entitled to tender a percentage of
their holding equal to (or less than, if they so choose) the Basic Entitlement.
By way of example, the Basic Entitlement of a Qualifying Shareholder with 100
Ordinary Shares would be 11 Ordinary Shares. Qualifying Shareholders will also
be entitled to apply to tender Ordinary Shares above their Basic Entitlement,
which, may be satisfied on a pro rata basis to the extent that other Qualifying
Shareholders do not tender up to their respective Basic Entitlements.
The number of Ordinary Shares subject to further Tender Offers and the Basic
Entitlements of Shareholders in relation to such Tender Offers will be
calculated using the same methodology as is applied in respect of the February
Tender Offer and will be notified to Shareholders in an RIS announcement on or
before the opening of the relevant Tender Offer.
Benefits of the Tender Offers
The Board considers the Tender Offers and the subsequent Repurchases to be in
the best interests of the Company and Shareholders as a whole and is,
therefore, recommending that Shareholders vote in favour of the Resolution.
However, the Board is not making any recommendation to Shareholders as to
whether tendering Ordinary Shares under any Tender Offer is in their own
individual best interests. Whether or not Qualifying Shareholders decide to
tender all or any of their Ordinary Shares is a decision for individual
Qualifying Shareholders.
Qualifying Shareholders should take into account their tax position when
deciding whether or not to participate in the Tender Offers. A summary of
material UK taxation considerations in connection with the Tender Offers is set
out in Part III of the Circular. Qualifying Shareholders are advised to take
independent advice in relation to the tax implications for them of selling
Ordinary Shares pursuant to the Tender Offers.
The Board reserves the right not to proceed with any Tender Offer (and the
subsequent Repurchase) if it concludes, at any time prior to the announcement
of the results of the relevant Tender Offer, that the implementation of that
Tender Offer (and the associated Repurchase) are no longer in the interests of
the Company and the Shareholders as a whole.
Extraordinary General Meeting
An extraordinary general meeting is being convened at 3 p.m. on Tuesday, 23
March 2021 at the offices of Northern Trust International Fund Administration
Services (Guernsey) Limited, Trafalgar Court, Les Banques, St. Peter Port,
Guernsey, Channel Islands GY1 3QL to consider and, if thought fit, pass the
Resolution, as set out in full in the Notice of General Meeting at the end of
the Circular.
Recommendation
The Board considers the Proposal to be in the best interest of Shareholders as
a whole. Accordingly, the Board unanimously recommends that Shareholders vote
in favour of the Resolution to be proposed at the Extraordinary General
Meeting. The Directors intend to vote in favour of the Resolution in respect of
their holdings of Ordinary Shares amounting to 219,050 Ordinary Shares in
aggregate (representing approximately 0.09 per cent. of the issued Ordinary
Share capital of the Company, as at the Latest Practicable Date
Expected Timetable
Announcement of February Tender Offer 26 February 2021
February Tender Offer opens 26 February 2021
Latest time and date for receipt of 3.00 p.m. on 19 March 2021
Forms of Proxy
Extraordinary General Meeting 3.00 p.m. on 23 March 2021
Latest time and date for receipt of 1.00 p.m. on 23 March 2021
Tender Forms and TTE Instructions in
CREST from Shareholders in relation to
the February Tender Offer
February Tender Offer Record Date 6.00 p.m. on 23 March 2021
Announcement of the results of the 23 March 2021
General Meeting
Announcement of the results of the 24 March 2021
February Tender Offer
Cheques despatched and payments 31 March 2021
through CREST made and CREST accounts
settled
Balancing share certificates week beginning 31 March 2021
despatched
Notes:
1. References to times above and in the Circular generally are to London time
unless otherwise specified.
2. All times and dates in the expected timetable and in the Circular may be
adjusted by the Company. Any changes to the timetable will be notified via an
RIS.
Terms used and not defined in this announcement shall have the meaning given to
them in the Circular.
Enquiries:
UK Mortgages Limited
Christopher Waldron (Chairman) 020 7260 1000
Numis Securities Limited, Financial Adviser and Corporate Broker
Hugh Jonathan 020 7260 1000
Nathan Brown
Important notice
This announcement is not intended to and does not constitute an offer to buy or
the solicitation of an offer to subscribe for or sell or an invitation to
purchase or subscribe for any securities or the solicitation of any vote in any
jurisdiction. The release, publication or distribution of this announcement in
whole or in part, directly or indirectly, in, into or from certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions should inform themselves about and observe such restrictions.
Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting exclusively for UK
Mortgages Limited and no one else in connection with the matters set out in
this announcement and will not regard any other person as its client in
relation to the matters in this announcement and will not be responsible to
anyone other than UK Mortgages Limited for providing the protections afforded
to clients of Numis, nor for providing advice in relation to any matter
referred to herein.
Forward looking statements
This announcement, oral statements made regarding the Proposal, and other
information published by the Company may contain statements which are, or may
be deemed to be, "forward-looking statements". Forward-looking statements are
prospective in nature and are not based on historical facts, but rather on
current expectations and projections of the management of The Company about
future events, and are therefore subject to risks and uncertainties which could
cause actual results to differ materially from the future results expressed or
implied by the forward-looking statements. Often, but not always,
forwardlooking statements can be identified by the use of forward-looking words
such as "plans", "expects" or "does not expect", "is expected", "is subject
to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates"
or "does not anticipate", or "believes", or variations of such words and
phrases or statements that certain actions, events or results "may", "could",
"should", "would", "might" or "will" be taken, occur or be achieved. Although
The Company believe that the expectations reflected in such forward-looking
statements are reasonable, The Company can give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ materially
from those expressed or implied by such forwardlooking statements. Such
forward-looking statements should therefore be construed in the light of such
factors. Neither The Company, nor any of its associates or directors, officers
or advisers, provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward-looking statements
in this announcement will actually occur. You are cautioned not to place undue
reliance on these forward-looking statements. Other than in accordance with its
legal or regulatory obligations (including under the Disclosure Guidance and
Transparency Rules of the FCA), the Company is under no obligation, and
expressly disclaims any intention or obligation, to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Publication on website and availability of hard copies
Copies can be downloaded from the Company's website:
https://twentyfouram.com/en/funds/uk-mortgages-fund/
END
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