TIDMGLIF TIDMAMN
RNS Number : 2760Z
Greenwich Loan Income Fund Ltd
11 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
11 JANUARY 2011
RECOMMENDED ACQUISITION OF ASSET MANAGEMENT INVESTMENT COMPANY
PLC ("AMIC") BY
GREENWICH LOAN INCOME FUND LIMITED ("GLIF")
RESULT OF EGM
Greenwich Loan Income Fund Limited ("GLIF" or the "Company")
announces that, at the Extraordinary General Meeting of the Company
held earlier today, the resolutions set out in the Notice of
Extraordinary General Meeting annexed to the circular posted to
shareholders on 16 December 2010 (the "Circular"), were duly passed
without amendment.
The resolutions proposed at the Extraordinary General Meeting
were as follows:
1. To approve the acquisition of Asset Management Investment
Company PLC by means of a scheme of arrangement (the "Scheme"),
which falls outside GLIF's current investment policy;
2. To approve amendments to GLIF's investment policy which
require shareholder approval pursuant to the AIM Rules; and
3. To approve the admission of the Existing GLIF Shares and the
New GLIF Shares to the Official List of the Channel Islands Stock
Exchange.
The resolutions were passed on a show of hands. The results of
the proxy votes lodged in advance of the EGM were as follows:
Resolution For Against Abstain
1. 58,903,224 - -
2. 58,903,224 - -
3. 58,903,224 - -
The Directors of GLIF are also pleased to note that, at the AMIC
Court Meeting held earlier today, the Scheme was approved by AMIC
Shareholders and at the AMIC General Meeting held subsequent to the
Court Meeting, a special resolution was duly passed by AMIC
Shareholders giving effect to the Scheme.
The Scheme is expected to become effective on 31 January 2011.
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 Circular.
Expected Timetable of Principal Events*
Event Time and/or date
Calculation Date 6.00 p.m. on 21 January
2011
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 despatch of cheques 14 February 2011
in respect of cash consideration
or settlement of such cash consideration
through CREST
Latest date for despatch 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. 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
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
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
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