Ad hoc announcement: GAM Holding AG provides update on the
Liontrust offer
24 July 2023
PRESS RELEASE
Ad hoc announcement pursuant to Art. 53 Listing Rules:
GAM Holding AG
provides update
on the Liontrust
offer
- Liontrust
Asset Management Plc
(“Liontrust”) has
confirmed that
its offer is “full and final”
and will not be increased
- Liontrust
has extended the
main offer period by three days
to 28 July 2023 and has
waived the offer
condition relating
to the exit of GAM’s third-party
Fund Management Services businesses (“FMS
Exit Condition”)
- In response
to Newgame’s
proposed 17.5%
conditional offer pre-announced on 18 July
2023, GAM’s
senior fund managers have
again written to affirm
their strong support for
the Liontrust offer, which
they believe is in the best interests of GAM’s
clients
-
GAM’s operating
activities and going concern status
are only viable
if Liontrust's
public tender
offer (the “Liontrust Offer”)
is declared
successful
- The
short-term financing
and Liontrust’s
detailed business
plan keeps GAM
viable as a going
concern, provides
stability for clients and creates a path for future value
for GAM shareholders
- In contrast,
Newgame’s recent interest
and the speculative
nature of their proposals is
risking the future
for GAM
Liontrust has confirmed that it will not increase its public
tender offer to GAM shareholders. Liontrust has today published a
second supplementary offer prospectus, in which they announce the
extension of the main offer period by three days to 28 July 2023,
16:00 CEST. In addition, with GAM having entered into definitive
agreements to sell the third-party FMS businesses in Luxembourg and
Switzerland to Carne Group, Liontrust has waived the FMS Exit
Condition.
The three-day extension gives GAM’s shareholders further time to
consider their position, which we believe is important particularly
for those with fiduciary obligations, to fully weigh up the going
concern implications for GAM if insufficient shares are tendered.
We believe that the removal of the FMS Exit Condition is a further
positive step and anticipate that our shareholders will make the
decision to tender their shares over the critical final days of the
main offer period.
GAM’s senior fund managers wrote to the GAM Board on 20 July
2023, reaffirming their strong support for the Liontrust Offer and
their belief that it is in the best interests of GAM’s clients.
This was in direct response to Newgame’s proposed 17.5% conditional
offer and the uncertainty it creates. Additionally, our clients
continue to support the combination of GAM and Liontrust and the
stability that the enlarged firm will provide.
The proposed partial and conditional offer by Newgame for 17.5%
of GAM’s share capital, once made, is only relevant for a small
proportion of shares held by GAM shareholders. The proposal
includes a highly questionable condition that Newgame gets full
control of the GAM Board. It also requires change of control
approvals from various regulators. The Swiss Takeover Board will
need to review and communicate their position on whether the
proposed Newgame offer, its conditions, the associated timelines
and financing, comply with Swiss takeover laws. The timeframe for
any Swiss Takeover Board decision and potential appeals is
unknown.
GAM’s future depends on a restructuring and a viable business
plan with immediate and ongoing financing in place. Liontrust’s
experienced management team has conducted extensive due diligence
and therefore has an in-depth understanding of GAM and its
challenges and has identified significant synergies.
As announced on 17 July 2023, the financing facilities provided
by Liontrust are currently being used to fund the ongoing
operations of GAM. The run rate losses of the Company (expected to
be CHF 23 million for the first half of 2023 on an underlying
basis) require funding now and for the future.
Newgame's proposals ignore business realities and do not provide
a credible path forward. Furthermore, they do not provide the
required immediate funding and materially underestimate the scale
of funding needed to restructure the business and to support it as
a going concern. Liontrust is the only viable option.
The GAM Board continues to strongly recommend the Liontrust
Offer and urges shareholders to tender their shares.
David Jacob, Chairman of GAM said: “I
acknowledge that this has been a challenging journey for
shareholders. However, at this critical point, I urge you to tender
your shares into the Liontrust Offer. By doing this, you protect
your investment and have the opportunity to participate in the
future value creation from the enlarged firm.”
Upcoming events:3
August
2023 Half
year results 202325 August
2023 Extraordinary
General Meeting19 October
2023 Q3 2023
Interim Statement
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
GAM
GAM is an independent investment manager that is listed in
Switzerland. Total assets under management were CHF 68 billion
as at 30 June 2023, with Investment Management at CHF 21.9 billion
and Fund Management Services at CHF 46.1 billion. GAM has global
distribution with offices in 14 countries and is geographically
diverse with clients in almost every continent. It has 3,500
clients globally, of which c. 2,700 are based in Europe.
Headquartered in Zurich, GAM Investments was founded in 1983 and
its registered office is at Hardstrasse 201 Zurich, 8037
Switzerland.
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 £30.5 billion in AuMA as at 16 June 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
www.liontrust.co.uk/gam-acquisition.
Certain Offer Restrictions
1. General
The release, publication or 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, 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 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 Offer Documentation 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 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.
- 2023 07 24 Ad hoc GAM Holding AG provides update on the
Liontrust offer_EN
Gam (LSE:0QN3)
Historical Stock Chart
From Mar 2024 to Apr 2024
Gam (LSE:0QN3)
Historical Stock Chart
From Apr 2023 to Apr 2024
