UKML Uk Mortgages Limited

 
TIDMUKML 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 
 
                                                                  23 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 
                           (in voluntary winding up) 
 (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) 
 
                              Scheme Entitlements 
 
Further to the announcement on 18 March 2022 in relation to the combination of 
TwentyFour Income Fund Limited ("TFIF") and UK Mortgages Limited (in voluntary 
winding up) ("UKML"), the Boards of both companies are providing the final 
Scheme entitlements as at the Calculation Date (18 March 2022) and as agreed in 
the Transfer Agreement (and as previously announced): 
 
TFIF Issue Price per New TFIF Share          £1.1421 
 
Acquisition Value per UKML Share             £0.8331 
 
Exchange ratio (UKML:TFIF)                   0.72946436 
 
Number of New TFIF Shares issued under the   130,427,846 
Scheme 
 
Allotments of New TFIF Shares to each UKML Shareholder on the Register on the 
Record Date will be rounded down to the nearest whole number of New TFIF 
Shares. 
 
As noted in the Circular, UKML's joint liquidators (the "Liquidators") have 
appropriated to the Liquidation Pool such cash and other net current assets of 
UKML of a value sufficient to meet the outstanding current and future 
liabilities, including contingent liabilities, of UKML, all costs of UKML 
relating to the Proposals and the Scheme and a Retention to meet unknown and 
unascertained liabilities of UKML. 
 
To the extent that any part of the Liquidation Pool is not subsequently 
required to discharge UKML's liabilities, it will be distributed in cash to all 
UKML Shareholders (in each case being those UKML Shareholders on the Effective 
Date in proportion to their respective holdings of UKML Shares on the Effective 
Date) provided that if any such amount payable to any UKML Shareholder is less 
than £5.00, it shall not be paid to UKML Shareholders but instead shall be paid 
by the Liquidators to the Nominated Charity. The Liquidators will also be 
entitled to make interim payments to UKML Shareholders in proportion to their 
holdings of UKML Shares. The Liquidators shall only make such distribution if 
there is sufficient cash available and if the Liquidators are of the view that 
it is cost effective to make an interim distribution. 
 
UKML Shareholders should therefore keep the Registrar advised of any changes to 
their details after the Effective Date. 
 
Expected timetable 
 
                                                      2022 
 
Date of transfer of Rollover Pool to TFIF             24 March 
 
Admission of the New TFIF Shares issued under the     8.00am 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      7.30am on 30 March 
Stock Exchange 
 
Further details 
 
Applications have been to the Financial Conduct Authority ("FCA") for admission 
of 130,427,846 New Ordinary Shares to the premium segment of the Official List 
of the FCA and to the London Stock Exchange for admission to trading on the 
main market for listed securities ("Admission"). It is expected that Admission 
will become effective at or around 8.00am on 24 March 2022 and that 
unconditional dealings in the New Ordinary Shares will commence at that time. 
 
The New Ordinary Shares will, when issued, be credited as fully paid and rank 
pari passu with the existing Ordinary Shares in the capital of TFIF, including 
the right to receive all future dividends and distributions declared, made or 
paid. 
 
Immediately following Admission, TFIF's issued share capital will consist of 
638,942,655 Ordinary Shares with voting rights.  This figure may be used by 
TFIF Shareholders in determining the denominator for the calculation by which 
they will establish if they are required to notify their interest in, or a 
change to their interest in TFIF under the FCA's Disclosure Guidance and 
Transparency Rules. 
 
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 
 
Andrea Harris and Benjamin Rhodes of 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, 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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