Ad hoc announcement: Board of GAM Holding AG recommends offer by
Liontrust Asset Management Plc for all GAM shares
4 May 2023
PRESS RELEASE
Ad hoc announcement pursuant to Art. 53 Listing Rules:
Board of GAM Holding AG recommends
offer by Liontrust Asset
Management Plc for all
GAM shares
Highlights:
- Board
unanimously recommends offer from
Liontrust Asset Management in the
belief that this
offer is in best interests of all
stakeholders.
- Combined firm in a position
to deliver growth in which all shareholders can participate in the
future.
- GAM will
benefit from the stability and support of being
part of the combined
business.
- Clients will benefit from
access to a broader
range of strategies, services and
the stability that the financial strength of a
combined firm will bring.
- Liontrust to offer
0.0589 ordinary shares of Liontrust for
one GAM share, which on the basis of the volume-weighted
average price of the
Liontrust shares and the
average GBP/CHF exchange rate over the past
60 trading days, values each GAM
share at CHF
0.6723.
- Offer prospectus
expected to be published on
or around 9 June and
offer to be open for a minimum of 20 trading days
and to be subject to
acceptances for at least 66 2/3 % of the
fully diluted share capital of GAM
during the main offer period and
approval by Liontrust shareholders at AGM
on 7 July
2023.
- Transfer of third-party fund
management services business serviced out of
Luxembourg and Switzerland to
another provider to meet a key condition
of the offer of
Liontrust.
- Completion is also subject
to customary regulatory approvals and is
currently expected during the 4th quarter
of 2023.
- Shareholders, including
directors and senior management of GAM, representing approximately
19.6% of GAM’s issued share capital have already indicated that
they are supportive of the transaction.
- Liontrust
and GAM will work in
partnership to complete
the transaction and
arrange for a smooth
transition,
including financial
support by Liontrust in the form
of two loan facilities worth up
to GBP 17.8 million (approx. CHF
20
million).
- Liontrust is
committed to GAM’s
international presence and client
relationships, particularly
in Switzerland which is so
important to GAM’s
heritage.
David Jacob, Chairman
of GAM Holding AG, said: “I am delighted that we have been
able to agree this transaction with Liontrust. Our choice of a
strategic option was informed by the need to address the interests
of all our stakeholders.
During 2022 it became increasingly clear to the Board that we
needed to review whether our strategy was still appropriate and
that the market backdrop, combined with the impact on our financial
results, had become an obstacle for us to return to growth in a
timely fashion.
Our clients have been patient and loyal and I am confident that
this will be rewarded since they will benefit from access to a
broader range of strategies, services and the stability that the
financial strength of a combined firm will bring.
Liontrust's offer also offers the best opportunity to decisively
address all of the recent corporate uncertainty that has surrounded
GAM and deliver the growth that is essential to do justice to the
talent that we have at the firm. The resulting business will have a
strong balance sheet, a broader array of excellent investment
products, and a global distribution footprint from which to deliver
growth, in which our shareholders can participate in the
future.
I would like to take this opportunity to thank all colleagues at
GAM for their hard work, patience, and dedication while we worked
to determine the best option for the firm in the future. Our
shareholders have been patient in the face of uncertainty, and I
and my fellow board members believe that the transaction with
Liontrust represents the best option for you.
I sincerely believe that this course of action represents the
best option for all our stakeholders and would like to thank
colleagues, clients, and shareholders in advance for their support
to make this happen.”
Liontrust Asset Management Plc intends
to launch a public exchange offer for all publicly held registered
shares with a nominal value of CHF 0.05 each of GAM Holding AG’s
shares (the "Offer") and has published a
pre-announcement (Voranmeldung)
of the Offer (the "Pre-Announcement") [today].
Liontrust Asset Management Plc listed on the London Stock
Exchange (ISIN: GB0007388407; ticker symbol: LIO), intends to
launch the Offer on or around 9 June 2023. GAM Holding AG’ shares
are listed on SIX Swiss Exchange (Security Number: 10.265.962;
ISIN: CH0102659627; ticker symbol: ‘GAM’).
Main terms of the Offer
The Offer will extend to all publicly held Shares of GAM Holding
AG, as set forth in further detail in Liontrust's
Pre-Announcement.
It is expected that Liontrust will offer approx. 9.4 million
ordinary shares of Liontrust with a nominal value of GBP 0.01 each
for one share of GAM Holding AG (the "Exchange
Ratio").
On the basis of the volume-weighted average price of the
on-exchange trades in Liontrust shares on the London Stock Exchange
over the last sixty (60) trading days on the London Stock Exchange
prior to the Pre-Announcement and the average GBP/CHF exchange rate
of 1.1197 on 3 May 2023 (18:00 GMT Fixing, accessed through
Bloomberg (BFIX)) over the last sixty (60) trading days on the
London Stock Exchange prior to the publication of the
Pre-Announcement, the Offer values each of the GAM Holding AG
shares at CHF 0.6723.
The Exchange Ratio is subject to adjustment by the gross amount
of certain dilutive effects in respect of the GAM Holding AG shares
and/or the Liontrust shares prior to the settlement of the Offer,
if any, as set forth in further detail in Liontrust's
Pre-Announcement.
The offer prospectus relating to the Offer (the "Offer
Prospectus") is expected to be published on or around 9
June 2023. Following the expiry of a cooling-off period of ten (10)
trading days on SIX Swiss Exchange, the main offer period is
expected to be open for acceptance for (at least) twenty (20)
trading days on SIX Swiss Exchange, i.e., assuming the Offer
Prospectus will be published on 9 June 2023, from 26 June 2023
until (at least) 21 July 2023, 16:00 CEST (the "Main Offer
Period"). Liontrust reserves the right to extend Main
Offer Period once or several times. Reference is made to
Liontrust's Pre-Announcement for further details regarding the
anticipated Offer timeline.
The Offer is subject to various conditions, including without
limitation:
- that by the end of the (possibly
extended) Main Offer Period, Liontrust shall have received valid
and irrevocable acceptances for such number of GAM Holding AG
shares representing, when combined with GAM Holding AG shares held
by Liontrust or its subsidiaries, at least 66 2/3 % of the fully
diluted share capital of GAM Holding AG as at the end of the
(possibly extended) Main Offer Period;
- that all waiting periods applicable
to the acquisition of GAM Holding AG by Liontrust shall have
expired or been terminated and all competent merger control and
other authorities and, if applicable, courts, in all relevant
jurisdictions shall have approved or cleared the Offer, its
settlement and the acquisition of GAM Holding AG and indirect
control of its subsidiaries by Liontrust;
- the passing at a general meeting of
Liontrust (or at any adjournment thereof) of such resolution or
resolutions as are necessary to approve, implement and effect the
Offer and the acquisition of any GAM Holding AG shares including a
resolution or resolutions to authorize the allotment of new
Liontrust shares for the purpose of implementing the Offer
("New Liontrust
Shares") and approve the Offer in accordance with
Class 1 requirements under UK Listing Rule 10.5.1R(2) (as such
resolutions shall be set out in the circular to be issued by
Liontrust in due course), the admission to listing and the
admission to trading of the New Liontrust Shares;
- the exit of GAM Holding AG and its
subsidiaries from the fund management services business undertaken
by GAM Holding AG’s subsidiaries in Luxembourg and Switzerland in
respect of all third party funds that have no GAM branding shall
have been implemented, including through those subsidiaries
transferring or terminating the Fund Management Services Service
Contracts in accordance with their terms and applicable law, such
that those subsidiaries have ceased to provide services under such
contracts, subject always to those subsidiaries complying with all
necessary regulatory approvals or directions in relation to the
exit from that business.
In each case as set forth in further detail in Liontrust's
Pre-Announcement. Reference is made to Liontrust's Pre-Announcement
for full terms and conditions of the Offer.
In relation to the exit from the third-party fund management
services business, GAM Holding AG has entered into a contract
relating to the transfer of the third-party fund management
services business serviced out of Luxembourg and Switzerland to
another provider.
The Offer is subject to certain offer restrictions as set forth
below and in more detail in Liontrust's Pre-Announcement.
Upcoming events:
25 May
2023 Annual
General Meeting3 August
2023 Half
year results 2023
For further information please contact:
Charles Naylor
Head of
Communications and Investor RelationsT +44 7890 386 699
Media
Relations Ute
Dehn Christen T +41
58 426 31 36
Visit us: www.gam.comFollow us: Twitter and LinkedIn
About GAM
We are an active, independent global asset manager that thinks
beyond the obvious to deliver distinctive and differentiated
investment solutions for our clients across our three core
businesses: Investment Management, Wealth Management and Fund
Management Services. Our purpose is to protect and enhance our
clients’ financial future. We attract and empower the brightest
minds to provide investment leadership, innovation and a positive
impact on society and the environment. Servicing institutions,
financial intermediaries, and private investors, we manage CHF 75.0
billion of assets. Headquartered in Zurich, GAM Investments is
listed on the SIX Swiss Exchange with the symbol ‘GAM’ and we
employ 541 people across 14 countries with investment centres in
London, Cambridge, Zurich, Hong Kong, New York and Milan, as at 31
December 2022. Our operational centres are in Dublin, Luxembourg
and London.
About Liontrust
Liontrust is an independent, specialist asset manager
established in 1995, listed on the London Stock Exchange in 1999
and is a member of the FTSE 250. Headquartered on the Strand in
London with additional offices in Edinburgh and Luxemburg,
Liontrust had £31.8 billion in AuMA as at 17 April 2023. Liontrust
seeks to enable investors to enjoy a better financial future
through investing in a range of global equities, fixed income,
sustainable investment and multi-asset portfolios and funds.
Legal Notice and Information
No Offer
The information contained in this release is for informational
purposes only and does not constitute, or form part of, an offer or
invitation to purchase, sell, exchange or issue, or a solicitation
of an offer to sell, purchase, exchange or subscribe for any
registered shares or other securities of GAM Holding AG or
Liontrust Asset Management Plc, nor shall it form the basis of, or
be relied on in connection with, any contract therefor. This
release is not part of the Offer Documentation (as defined below)
relating to the exchange offer of Liontrust Asset Management Plc
for all publicly held registered shares of GAM Holding AG (the
"Offer"). Terms and conditions of the Offer have
been and/or will be published in the Offer Documentation (as
defined below) regarding the Offer. Shareholders of GAM Holding AG
are urged to read the Offer Documentation (as defined below), which
is and/or will be available at Liontrust.co.uk/gam-acquisition
Certain Offer Restrictions
1. General
The distribution of the pre-announcement of the Offer, the offer
prospectus relating to the Offer and any other materials relating
to the Offer (the "Offer Documentation") and the
making of the Offer may in certain jurisdictions (including, but
not limited to, Australia, Canada and Japan) (the
"Restricted Jurisdictions") be restricted by law,
be considered unlawful or otherwise violate any applicable laws or
regulations, or may require Liontrust Asset Management Plc or any
of its direct and indirect subsidiaries to change or amend the
terms or conditions of the Offer in any way, to make an additional
filing with any governmental, regulatory or other authority or take
additional action in relation to the Offer. Therefore, persons
obtaining any Offer Documentation or into whose possession any
Offer Documentation otherwise comes, are required to, and should
inform themselves of and observe, all such restrictions. Neither
GAM Holding AG nor Liontrust Asset Management Plc nor the receiving
agent accept or assume any responsibility or liability for any
violation by any person whomsoever of any such restriction. The
Offer is not being and will not be made, directly or indirectly, in
or into the Restricted Jurisdiction. It is not intended to extend
the Offer to any such Restricted Jurisdictions. The Offer
Documentation should not be sent or otherwise distributed in or
into the Restricted Jurisdictions and the Offer cannot be accepted
by any such use, means or instrumentality, in or from within the
Restricted Jurisdictions. Accordingly, copies of the Offer
Documentation are not being, and must not be, sent or otherwise
distributed in or into or from any Restricted Jurisdiction or, in
their capacities as such, to custodians, trustees or nominees
holding shares for persons in any Restricted Jurisdictions, and
persons receiving any such Offer Documentation (including
custodians, nominees and trustees) must not distribute or send them
in, into or from any Restricted Jurisdiction. Any purported
acceptance of the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid. No shares are
being solicited in the Offer for purchase or sale from or to a
resident of the Restricted Jurisdictions and, if sent in response
by a resident of the Restricted Jurisdictions, Liontrust Asset
Management Plc reserves the right to reject such acceptance. Such
Offer Documentation must not be used for the purpose of soliciting
the purchase or sale or exchange of any shares in GAM Holding AG
(the "GAM Shares") or shares in Liontrust Asset
Management Plc (the "Liontrust Shares") by any
person or entity resident or incorporated in any Restricted
Jurisdiction. Each person delivering an acceptance form in
connection with the Offer will be required to certify that, unless
and to the extent otherwise agreed with and authorized by Liontrust
Asset Management Plc in accordance with applicable law and
regulations: (i) such person has not received the Offer, the
Offer Documentation, the acceptance form or any other document
relating to the Offer in a Restricted Jurisdiction, nor has such
person mailed, transmitted or otherwise distributed any such
document in or into a Restricted Jurisdiction; (ii) such
person has not utilized, directly or indirectly, the mails, or any
means or instrumentality of commerce, or the facilities of any
national securities exchange, of a Restricted Jurisdiction in
connection with the Offer; (iii) such person is not and was
not located in a Restricted Jurisdiction at the time such person
accepted the terms of the Offer or at the time such person returned
the acceptance form; and (iv) if such person is acting in a
fiduciary, agency or other capacity as an intermediary, then either
(a) such person has full investment discretion with respect to
the securities covered by the acceptance form or (b) the
person on whose behalf such person is acting was located outside
the Restricted Jurisdictions at the time he or she instructed such
person to accept the Offer.
Subject to applicable securities laws and regulations, Liontrust
Asset Management Plc intends to make available a "vendor placement"
arrangement with respect to the Offer for holders of GAM Shares in
the United States of America and any other jurisdictions where, in
the sole discretion of Liontrust Asset Management Plc, an offer of
securities to such persons would require filing of a registration
statement with the United States Securities and Exchange Commission
(the "SEC") or another relevant regulatory body,
or who are otherwise not eligible to participate in the Offer in
accordance with applicable laws or regulations. Accordingly,
Liontrust Asset Management Plc intends to structure the Offer in a
manner whereby each such holder would receive average net cash
proceeds from the sale of the Liontrust Shares that it would
otherwise be entitled to receive in the Offer (such arrangement, a
"Vendor Placement"), unless such holder makes such
representations, warranties and confirmations as Liontrust Asset
Management Plc may require, and Liontrust Asset Management Plc, in
its sole discretion, determines that such holder may receive the
Liontrust Shares without filing of a registration statement with
the SEC or another relevant regulatory body. Any sale of shares in
Liontrust Asset Management Plc pursuant to a Vendor Placement would
occur outside of the United States of America and any Restricted
Jurisdictions pursuant to a centralized sale process and would be
subject to deduction of applicable fees and expenses.
2. United
States of America
Shareholders of GAM Holding AG in the United States of America
are advised that the GAM Shares are not listed on a U.S. securities
exchange and that GAM Holding AG is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and is not
required to, and does not, file any reports with the U.S.
Securities and Exchange Commission (the "SEC")
thereunder.
The Liontrust Shares to be offered in exchange for GAM Shares
pursuant to the Offer have not been and will not be registered
under the U.S. Securities Act of 1933, as amended ("U.S.
Securities Act"), nor under any law of any state of the
United States of America, and may not be offered, sold, resold or
delivered, directly or indirectly, in or into the United States of
America, except pursuant to an exemption from the registration
requirements of the U.S. Securities Act and applicable state
securities laws. The pre-announcement to the Offer does not
constitute an offer to sell or the solicitation of an offer to buy
any securities in the United States of America. Liontrust Asset
Management Plc will not register or make a public offer of its
securities, or otherwise conduct the Offer, in the United States of
America.
The securities referred to herein have not been and are not
presently expected to be listed on any US securities exchange or
quoted on any inter-dealer quotation system in the United States of
America. None of GAM Holding AG or Liontrust Asset Management Plc
presently intends to take any action to facilitate a market in such
securities in the United States of America.
Neither the U.S. Securities and Exchange Commission, nor
any U.S. state securities commission, has approved or disapproved
of the securities to be offered in exchange for GAM Shares pursuant
to the Offer or any related transaction or determined if the
information contained herein or in any offering circular to be
prepared in connection with the Offer is accurate or complete. Any
representation to the contrary is a criminal offense in the
U.S.
As used herein, "United States of America",
"U.S." or "US" means the United
States of America, its territories and possessions (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.
3. United
Kingdom
The Offer is only being made within the United Kingdom pursuant
to an exemption under Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
(as amended and together with any applicable adopting or amending
measures in the United Kingdom, the "UK Prospectus
Regulation") from the requirement to publish a prospectus
that has been approved by the UK Financial Conduct Authority and
published in accordance with the UK Prospectus Regulation.
4. European
Economic Area
The Offer is only being made within the European Economic Area
("EEA") pursuant to an exemption under Regulation
(EU) 2017/1129 (as amended and together with any applicable
adopting or amending measures in any relevant member state of the
EEA, the "Prospectus Regulation"), from the
requirement to publish a prospectus that has been approved by the
competent authority in that relevant member state and published in
accordance with the Prospectus Regulation or, where appropriate,
approved in another relevant member state and notified to the
competent authority in that relevant member state, all in
accordance with the Prospectus Regulation.
5. Japan
The Offer is not addressed to shareholders of GAM Holding AG
whose place of residence, seat or habitual abode is in Japan, and
such shareholders may not accept the offer.
Reference is made to the offer prospectus regarding the tender
offer published today for the full offer restrictions.
Other Important Information
This release contains or may contain statements that constitute
forward-looking statements. Words such as “anticipate”, “believe”,
“expect”, "estimate", "aim", “project”, “forecast”, "risk",
“likely”, “intend”, “outlook”, “should”, “could”, "would", “may”,
“might”, "will", "continue", "plan", "probability", "indicative",
"seek", “target”, “plan” and other similar expressions are intended
to or may identify forward-looking statements.
Any such statements in this release speak only as of the date
hereof and are based on assumptions and contingencies subject to
change without notice, as are statements about market and industry
trends, projections, guidance and estimates. Any forward-looking
statements in this release are not indications, guarantees,
assurances or predictions of future performance and involve known
and unknown risks, uncertainties and other factors, many of which
are beyond the control of the person making such statements, its
affiliates and its and their directors, officers, employees, agents
and advisors and may involve significant elements of subjective
judgement and assumptions as to future events which may or may not
be correct and may cause actual results to differ materially from
those expressed or implied in any such statements. You are strongly
cautioned not to place undue reliance on forward-looking statements
and no person accepts or assumes any liability in connection
therewith.
This release is not a financial product or investment advice, a
recommendation to acquire, exchange or dispose of securities or
accounting, legal or tax advice. It has been prepared without
taking into account the objectives, legal, financial or tax
situation and needs of individuals. Before making an investment
decision, individuals should consider the appropriateness of the
information having regard to their own objectives, legal, financial
and tax situation and needs and seek legal, tax and other advice as
appropriate for their individual needs and jurisdiction.
Disclaimer regarding forward-looking
statements
This press release by GAM Holding AG (‘the Company’) includes
forward-looking statements that reflect the Company’s intentions,
beliefs or current expectations and projections about the Company’s
future results of operations, financial condition, liquidity,
performance, prospects, strategies, opportunities, and the industry
in which it operates. Forward-looking statements involve all
matters that are not historical facts. The Company has tried to
identify those forward-looking statements by using words such as
‘may’, ‘will’, ‘would’, ‘should’, ‘expect’, ‘intend’, ‘estimate’,
‘anticipate’, ‘project’, ‘believe’, ‘seek’, ‘plan’, ‘predict’,
‘continue’ and similar expressions. Such statements are made on the
basis of assumptions and expectations which, although the Company
believes them to be reasonable at this time, may prove to be
erroneous.
These forward-looking statements are subject to risks,
uncertainties, assumptions and other factors that could cause the
Company’s actual results of operations, financial condition,
liquidity, performance, prospects or opportunities, as well as
those of the markets it serves or intends to serve, to differ
materially from those expressed in, or suggested by, these
forward-looking statements. Important factors that could cause
those differences include but are not limited to changing business
or other market conditions, legislative, fiscal, and regulatory
developments, general economic conditions, and the Company’s
ability to respond to trends in the financial services industry.
Additional factors could cause actual results, performance, or
achievements to differ materially. The Company expressly disclaims
any obligation or undertaking to release any update of, or
revisions to, any forward-looking statements in this press release
and any change in the Company’s expectations or any change in
events, conditions, or circumstances on which these forward-looking
statements are based, except as required by applicable law or
regulation.
- 2023 05 04 Ad hoc_Board of GAM Holding AG recommends offer by
Liontrust for all GAM shares_EN
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