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JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
Capitalised terms used in this announcement, unless otherwise
defined, have the same meanings as set out in the circular of UK
Mortgages Limited (the “Company” or “UKML”) dated 3 March 2022 (the “Circular”).
3 March 2022
UK MORTGAGES
LIMITED
(a closed-ended investment company incorporated with limited
liability under the laws of Guernsey with registration number 60440 and
registered as a Registered Closed-ended Collective Investment
Scheme with the Guernsey Financial Services Commission. LEI:
549300388LT7VTHCIT59)
Circular to Shareholders and Notice of
Extraordinary General Meeting relating to Proposed Merger with
TwentyFour Income Fund Limited
On the 8 February 2022 the Board
of the UKML announced that it had agreed with TwentyFour Income
Fund Limited (“TFIF”) the terms of a proposed merger to be effected
by way of scheme of reconstruction of the UKML, consisting of the
winding-up of the UKML, the transfer of UKML’s assets to TFIF and
the issue of New TFIF Shares to UKML Shareholders (the
“Proposals”).
Following this announcement, the Board today announces the
publication of the Circular relating to the Proposals and notice of
the Extraordinary General Meeting to be held on 18 March 2022.
Chris Waldron, Chairman,
commented:
“We are pleased to put forward details of the proposed merger
with TwentyFour Income Fund Limited, which has been well received
since its announcement. The Board unanimously recommends that UKML
Shareholders vote in favour of all of the Resolutions to be
proposed at the Extraordinary General Meeting.”
Background to the Proposals
Following UKML’s rejection of an indicative third-party bid
approach in August 2020 and the
strategic review subsequently conducted by the Board, on
4 December 2020, UKML Shareholders
overwhelmingly approved proposals (the “2020 Proposals”) under
which the Company would continue operating as a publicly traded
company under a revised mandate offering increased focus on
enhancing liquidity and returns whilst continuing to seek to narrow
the share price discount to NAV.
The measures set out in the 2020 Proposals were successfully
implemented and UKML Shareholders have consequently benefited from
two returns of capital for an aggregate of approximately £40
million, increasing portfolio income returns such that the Board
has been able to declare an increased quarterly dividend and
provide guidance indicating the potential for increased dividends
in respect of the next Company financial year, and an improved
share price which immediately prior to the announcement of the
Proposals represented a narrowed discount of approximately 8 per
cent. to the Company’s last published NAV.
Additionally, the 2020 Proposals introduced certain protections
for UKML Shareholders, namely that if the UKML Shares (i) trade at
a discount of 5 per cent. or wider to the prevailing NAV in the
period of 20 Business Days preceding any Board consideration of a
refinancing of a Mortgage Securitisation, then the Board will not
approve such refinancing and instead will pursue a realisation with
the net proceeds intended to be returned to UKML Shareholders; and
(ii) if the UKML Shares are not trading at an average price per
UKML Share which is equal to or above the most recent
published NAV in the period of 20 Business Days preceding
4 December 2022, the Board intends to
place the Company into a managed wind down.
In late 2021 the Company received a preliminary non-binding
approach from TFIF regarding the potential for a merger of the two
companies. The Board considered this approach against the
background outlined above, namely that while a number of issues
faced by the Company had been addressed to which the share price
had responded positively, other challenges remained including a
persistent share price discount to NAV which may have triggered the
UKML Shareholders’ protections discussed above, a market
capitalisation of only approximately £130 million, and modest
liquidity in the trading of the UKML Shares.
After a negotiation process the Board concluded that the
interests of UKML Shareholders would be best served if the Company
pursued the proposed merger into a single entity. The Board
consulted with a number of major shareholders, received strong
levels of support for the proposed merger, and announced the
Proposals on 8 February 2022.
Both UKML and TFIF believe that the Proposals remain attractive,
despite the change to the global economic environment caused by
Russia’s invasion of Ukraine, and
have today undertaken to proceed to implementing the Proposals,
subject to UKML Shareholders’ approval and certain other
conditions. In order to provide enhanced certainty for both UKML
and TFIF of transaction terms against current uncertainty and
potential volatility, the proposed terms of the Scheme involve the
Acquisition Value and the TFIF Issue Price being substantively
fixed as at 31 January 2022.
Benefits of the Proposals
The Directors consider that the Proposals should have the
following benefits for UKML Shareholders, as investors in TFIF
following its merger with UKML:
(i)
Creating a market leading listed credit fund in TFIF:
?
TFIF should benefit from a strengthened market position due to
greater scale and the combined asset management and securitisation
expertise within TwentyFour;
?
The expected enlarged size of TFIF is approximately £715m of
NAV;
?
11 investment professionals of TwentyFour will be focussed on
TFIF;
?
TFIF Shares are admitted to the premium segments of the Official
List and the Main Market;
(ii)
Combining complementary portfolios with attractive
characteristics:
?
The Proposals enable UKML Shareholders to retain access to UKML’s
stable income-generating assets, previously underwritten by
TwentyFour, within TFIF’s broader investment policy, which
principally provides floating rate exposure, has greater diversity
in its sources of income, and has a proven track record; TFIF has
had an annualised total NAV return of 7.5 per cent. since
launch;
?
TFIF’s evolving strategy seeks the yield premium from lower
liquidity, recognising that sourcing attractive risk-adjusted
returns has become more challenging. The acquisition of
UKML’s portfolio assets is therefore consistent with TFIF’s
investment approach;
(iii)
Enhanced return profile:
?
Earnings from the combined portfolios of UKML and TFIF are expected
to be a strong underpin to TFIF’s annual dividend target of at
least 6p[1] per TFIF Share. The estimated
gross-to-market yield of the combined portfolio is approximately
8.3 per cent.;
?
The merger of UKML and TFIF is expected to be NAV accretive over
the medium term;
(iv)
Access to high quality counterparties:
?
TFIF will be well placed to capitalise on UKML’s counterparty
relationships across the asset-backed securities market;
?
The combined management teams within TwentyFour will have a
consolidated focus on origination;
(v)
Increased liquidity with a more diverse shareholder
register:
?
Increased liquidity is expected in the secondary market given
TFIF’s greater scale and anticipated increased weighting in the
FTSE indices;
?
TFIF will achieve a high quality and more diverse shareholder
register with scope to appeal to a broader universe of potential
investors;
?
UKML Shareholders will have the potential to benefit from TFIF’s
realisation opportunity in Q4 of 2022, and at three yearly
intervals thereafter;
(vi)
Synergies expected to create value for UKML
Shareholders:
?
Cost efficiencies and economies of scale are expected as a result
of the Proposals;
?
TFIF is expected to maintain an attractive ongoing charges ratio
over time;
(vii)
Compelling value proposition:
?
Significant uplift in market value for UKML Shareholders, currently
estimated at 11.4 per cent. compared with the market price per UKML
Share immediately prior to announcement of the Proposals. This
expected uplift results from the elimination of UKML’s share price
discount to NAV and the competitive Acquisition Value as described
below in paragraph 5 of Part 1 of the Circular;
(viii) Transaction
structured to defer potential tax liability:
?
The mechanics of the Scheme are designed with the intention of
allowing certain UKML Shareholders subject to UK tax to continue to
receive investment returns without triggering an immediate
liability to capital gains tax (UKML Shareholders should read
paragraph 1 of Part 5 of the Circular carefully and should consult
their own tax advisers as to the advantages or otherwise of the
Proposals);
(ix)
Attractive alternative to returning further capital and/or
managed wind down:
?
If UKML is unable to narrow its discount in the short term, UKML
will, due to the UKML Shareholders’ protections outlined in the
2020 Proposals referred to above, need to consider its options for
the future. A sale of UKML’s assets is likely to mean that UKML
would cease to have access to the high-quality assets and
counterparties in the current UKML portfolio in the future; and
?
The illiquid nature of UKML’s assets means that any managed
wind-down is likely to be a drawn-out process as accelerated
portfolio sales may not maximise value.
The figures set out in this paragraph “Benefits of the
Proposals” are provided for illustrative purposes, are estimates
only and are based on current market conditions and information and
estimates available to the Company as at the date of the Circular
and are not profit forecasts. Where illustrative figures are
provided relating to the position of UKML Shareholders and/or TFIF
following implementation of the Proposals, they assume that the
calculation date of the Scheme had been 1
March 2022. There can be no assurance that these estimates
will be met and specifically the market value of TFIF Shares, UKML
Shares and UKML’s costs in relation to the Proposals and the Scheme
may change, potentially materially, up to the Effective Date. The
Acquisition Value and TFIF Issue Price have been substantively
fixed in order to provide enhanced certainty for both UKML and TFIF
of transaction terms against current uncertainty and potential
volatility following Russia’s invasion of Ukraine; however this means that any increase
or decrease in asset values of either UKML or TFIF after 31 January
will not be reflected in any adjustment to UKML Shareholders’
entitlements under the Scheme.
In addition, these estimates should not be taken as an
indication of TFIF’s expected or actual current or future results.
TFIF’s actual results, profits and dividends paid will depend upon
a number of factors, including but not limited to TFIF’s net income
and TFIF’s ongoing costs, expenses and charges. UKML Shareholders
should decide for themselves whether or not returns are reasonable
and achievable.
TwentyFour Income Fund Limited
TFIF is a registered closed-ended collective investment scheme
under the Protection of Investors (Bailiwick of Guernsey) Law 2020, as amended and the
Registered Collective Investment Scheme Rules 2021 made
thereunder.
TFIF has a single class of ordinary shares in issue, the TFIF
Shares, which are listed on the premium segment of the Official
List and are admitted to trading on the premium segment of the Main
Market.
TFIF is registered with the GFSC. It is not regulated by the
FCA, but is subject to the Listing Rules applicable to closed-ended
collective investment funds and the Disclosure Guidance and
Transparency Rules.
TFIF’s investment objective is to generate attractive risk
adjusted returns principally through income distributions. TFIF
invests in a diversified portfolio of predominantly UK and European
Asset Backed Securities.
TFIF’s assets are managed by TwentyFour, which is also the
manager of the Company. TwentyFour is an FCA-regulated specialist
in fixed income, founded in 2008, headquartered in the City of London and a boutique of the Swiss
based Vontobel Group. As at 31 December
2021, TwentyFour had assets under management of £23 billion
and it employed 32 investment professionals.
Subject to and in accordance with the TFIF Articles, TFIF
Shareholders have an opportunity to elect to realise all or part of
their TFIF Shares at three yearly intervals, or, alternatively,
continue their investment in TFIF with the next realisation
opportunity due to take place in the third quarter of 2022. As
such, UKML Shareholders would have the opportunity to make
Realisation Elections later this year.
As at the Latest Practicable Date, TFIF had unaudited net assets
of approximately £568 million, a market capitalisation of
approximately £564 million and the NAV per TFIF Share (unaudited)
was 111.77p.
TFIF has delivered a strong performance for the TFIF
Shareholders since its launch on 6 March
2013:
(i)
NAV total return from launch to close of business on the Latest
Practicable Date was 92.2 per cent., or 7.53 per cent. per annum,
comparing favourably with TFIF’s target annual total return of 6 to
9 per cent. per annum;
(ii)
Income return has been ahead of TFIF’s targets at launch. TFIF
targets a dividend of at least 6p per UKML Share, and has exceeded
that target since launch; and
(iii) TFIF
Shares have predominantly traded at a premium or at a small
discount to NAV since its launch, TFIF’s average premium since
launch being 2.1 per cent.. There can be no assurance that TFIF
Shares will trade at a premium in the future.
Further information on TFIF is set out in Part 3 of the Circular
and in the TFIF Prospectus. Please note that the Board does not
take any responsibility for the contents of the TFIF
Prospectus.
Summary of the terms of the Scheme
Appropriation of
the Company’s assets into two pools
On or shortly after the Calculation Date, the Board, in
consultation with the proposed Liquidators, shall finalise the
division of the Company’s undertaking, cash and other assets into
two separate and distinct pools (the Liquidation Pool and the
Rollover Pool), as follows:
?
First, there shall be appropriated to the Liquidation Pool such
cash and other net current assets of the Company of a value
sufficient to meet the outstanding current and future liabilities,
including contingent liabilities of the Company, all costs of the
Company relating to the Proposals and the Scheme and a Retention to
meet unknown and unascertained liabilities of the Company. The
Company has signed a deed of termination with TwentyFour and the
AIFM in relation to the Portfolio Management Agreement under which
the parties have agreed that (i) the Portfolio Management Agreement
will terminate with effect from the Calculation Date and
consequentially all management fees and expenses accrued up to the
Calculation Date will become due and payable to TwentyFour; and
(ii) TwentyFour will not receive any payment in lieu of
notice.
?
Second, there shall be appropriated to the Rollover Pool the
balance of the undertaking, cash and other assets of the Company
remaining after the appropriation of the Liquidation Pool referred
to above.
Financial
terms
TFIF will acquire the assets comprising the Rollover Pool. The
proposed acquisition value of the Rollover Pool is an amount
equivalent to 84p per UKML Share less the aggregate of:
(a) the Company’s costs relating to the Proposals and the
Scheme; and
(b) the Retention,
(the net value being defined as the “Acquisition Value”).
The acquisition will be satisfied through the issuance to UKML
Shareholders of New TFIF Shares at a price representing a 1.25 per
cent. premium to the NAV per TFIF Share as at 31 January 2022 (the “TFIF Issue Price”). The
Acquisition Value and the number of New TFIF Shares to be issued in
exchange for the Rollover Pool will be calculated as at the
Calculation Date, as described in detail in paragraph 6 of Part 2
of the Circular.
The Company:
?
does not intend to declare any further dividends on the UKML
Shares. New TFIF Shares will be entitled to receive all dividends
declared by TFIF with a record date subsequent to the Calculation
Date. It is anticipated that the first dividend payable on the New
TFIF Shares will be the fourth interim dividend for TFIF’s
financial year ending 31 March 2022
which is expected to be paid in April
2022; and
?
has undertaken not to take any action or omit to take any action
that would cause a reduction in the NAV of the Company, other than
in the ordinary course of its business.
Costs of the
Proposals
The Company and TFIF have each agreed to bear their own costs in
relation to the Proposals and the Scheme as detailed in paragraph
3.1 of Part 2 of the Circular.
In the event that the Proposals do not proceed, each of TFIF and
the Company will bear its own costs incurred in connection with the
Proposals, save as set out in Part 4 of the Circular.
Acquiring Entity
Reorganisation
The Scheme is conditional on the implementation of a
reorganisation of the Acquiring Entity, which will involve (inter
alia) (i) the redemption of the Participating Notes issued to UKML
by the Acquiring Entity and the issue of new Participating Notes
and bonds that will be transferred to TFIF pursuant to the Scheme;
and (ii) certain changes to the portfolio advisory agreement
between the Acquiring Entity and TwentyFour, in each case to the
extent reasonably required by TFIF.
Transfer Date
On the Transfer Date, the cash, undertaking and other assets of
the Company comprising the Rollover Pool shall be transferred to
TFIF. In consideration for the transfer of the Rollover Pool to
TFIF under the Transfer Agreement, the relevant numbers of New TFIF
Shares will be allotted to the Liquidators, as nominees for the
UKML Shareholders (save for any Restricted Shareholders), who will
direct the issuance of the New TFIF Shares in favour of those UKML
Shareholders entitled to them in accordance with the Scheme. On
such direction, TFIF will issue the New TFIF Shares to the UKML
Shareholders entitled to them.
To the extent that any part of the Liquidation Pool is not
subsequently required to discharge the Company’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.
Conditions to the Scheme
The Scheme is conditional upon, amongst other things:
(i)
the passing of the Resolutions to be proposed at the Extraordinary
General Meeting, or any adjournment of the Extraordinary General
Meeting, and all conditions to such Resolutions (excluding any
condition relating to the passing of any other Resolution) being
fulfilled;
(ii)
the FCA agreeing to admit the New TFIF Shares to the premium
segment of the Official List and the London Stock Exchange agreeing
to admit the New TFIF Shares to trading on the premium segment of
the Main Market, subject in each case only to issue;
(iii)
implementation of the DAC Reorganisation;
(iv) there
not having been any Material Adverse Change prior to the Effective
Date; and
(v)
the Company being in compliance with its undertaking not to take
any action or omit to take any action that would cause a reduction
in the NAV of the Company, other than in the ordinary course of its
business,
provided that the Company and TFIF may agree in writing to waive
fulfilment of any of the above conditions.
In the event that any of the Resolutions are not passed or any
other condition of the Proposals is not met, the Proposals will not
be implemented. In that event, the Company would continue as
presently constituted and specifically:
(i)
cognisant of the first of the UKML Shareholder protections
described above, the Board currently intends that it would pursue a
realisation of the equity notes in Barley Hill No. 2 PLC acquired
by the Company as a part of the refinancing of Barley Hill No. 1
PLC of which its noteholders were notified on 8 February 2022; and
(ii)
the Company will continue to be subject to the shareholder
protection described in the November
2020 Circular, namely the steps described at (i) above, and
(ii) if the UKML Shares are not trading at an average price per
UKML Share which is equal to or above the most recent published NAV
in the period of 20 Business Days preceding 4 December 2022, the Board intends to place the
Company into a managed wind down.
Entitlements under the Scheme
Under the Scheme, each UKML Shareholder on the Register on the
Record Date will receive such number of New TFIF Shares (rounded
down to the nearest whole number of TFIF Shares) as have a value at
the TFIF FAV per Share equal to the number of UKML Shares held by
the UKML Shareholder multiplied by the Acquisition Value per UKML
Share.
For illustrative purposes only, had the Calculation Date
been 1 March 2022:
(i)
the Acquisition Value per UKML Share would have been approximately
83.32p;
(ii)
the TFIF Issue Price would have been 114.21p;
(iii) the
aggregate number of New TFIF Shares issued to UKML Shareholders
would have been approximately 130.4 million and therefore the
number of New TFIF Shares issued per UKML Share would have been
0.7296;
(iv) the
estimated NAV of the New TFIF Shares to be issued per UKML Share
would have been 81.64p, which would have represented an uplift of
1.1 per cent. compared with the last published NAV per UKML Share
as at 31 December 2021; and
(v)
the market value of the New TFIF Shares to be issued would have
been 80.98p per UKML Share, which would have represented an uplift
of 11.4 per cent. compared with the closing market price per UKML
Share immediately prior to the announcement of the Proposals.
The above figures are for illustrative
purposes only and do not represent forecasts. The market value of
TFIF Shares, UKML Shares and UKML’s costs in relation to the
Proposals and the Scheme may materially change up to the Effective
Date. For details of the Scheme, please refer to Part 2 of the
Circular.
The attention of Overseas Shareholders and UK registered UKML
Shareholders that hold Shares on behalf of non-UK based investors
is drawn to the section headed “Overseas and Restricted
Shareholders” in paragraph 12 of Part 1 of the Circular.
Risk Factors
Please refer to Part 4 of the Circular for an overview of the
relevant risk factors.
In light of the uncertainty in the
global economic environment caused by Russia’s invasion of
Ukraine, UKML Shareholders are
recommended when assessing whether to vote in favour of the
Resolutions to continue to monitor these risk factors and also
consider additional risks that may emerge or become material. If
any UKML Shareholders are in any doubt about the contents of the
Circular or as to the action they should take, they should
immediately seek their own personal financial advice from an
appropriately qualified independent adviser.
Extraordinary General Meeting
An Extraordinary General Meeting is being convened at
10.30 a.m. on Friday, 18 March 2022 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 Resolutions, as set out in
full in the Notice of EGM at the end of the Circular.
At the Extraordinary General Meeting resolutions will be
proposed, on which all UKML Shareholders may vote, which, if
passed, will:
?
authorise the implementation of the Scheme by the Liquidators, once
appointed; and
?
appoint the Liquidators and place the Company into liquidation.
Each of the Resolutions will be proposed as a special
resolution, requiring not less than 75 per cent. of the votes cast
at the Extraordinary General Meeting to be in favour of it in order
for it to be passed.
The Company will only implement the Proposals if the Resolutions
are passed at the Extraordinary General Meeting.
UKML Shareholder intentions
UKML Shareholders holding an aggregate of approximately 47 per
cent. of the UKML Shares provided written indications of voting
support for the Scheme prior to the Company’s announcement of the
Proposals on 8 February 2022.
Expected Timetable
|
2022 |
Date and time from which it is
advised that dealings in UKML Shares will be for cash settlement
only and immediate delivery of documents of title |
6.00 p.m. on 15 March |
Latest time for receipt of Form of
Proxy from UKML Shareholders for use at the Extraordinary General
Meeting |
10.30 a.m. on 16 March |
Record date for entitlements under
the Scheme |
close of business on 17 March |
UKML Shares disabled in CREST |
close of business on 17 March |
Calculation Date |
close of business on 18 March |
Trading in the UKML Shares
suspended |
7.30 a.m. on 18 March |
Extraordinary General Meeting |
10.30 a.m. on 18 March |
Effective Date for implementing the
Scheme |
18 March |
Publication date of the Acquisition
Value per UKML Share and the TFIF Issue Price |
23 March |
Date of transfer of Rollover Pool to
TFIF |
24 March |
Admission of the New TFIF Shares
issued under the Scheme to the Official List and to trading on the
London Stock Exchange, and dealings in the New TFIF Shares
commence |
8.00 a.m. on 24 March |
CREST accounts credited with the New
TFIF Shares issued under the Scheme |
24 March |
Share certi?cates in respect of the
New TFIF Shares issued under the Scheme expected to be
despatched |
week commencing 28 March |
Notes
(1)
References to times in the expected timetable above are to
London times unless otherwise
specified.
(2)
All times and dates may be adjusted by the Company. Any material
changes to the timetable will be notified via a RIS.
Enquiries:
UKML
Chris Waldron, Chairman
Via Numis
Numis
Financial Adviser and Corporate Broker
Nathan Brown / Vicki Paine
Tel: 020 7260 1000
Northern Trust International Fund Administration Services
(Guernsey) Limited
Company Secretary
Tel: 01481 745001
IMPORTANT INFORMATION
The Scheme will be subject to certain conditions, which if not
satisfied or waived, will mean that the Scheme will not
proceed. Nothing in this announcement shall form the basis of
or constitute any offer or invitation to sell or issue, or any
solicitation of any offer to purchase or subscribe for any shares
or any other securities nor shall it (or any part of it) or the
fact of its distribution, form the basis of, or be relied on in
connection with, any contract therefor.
UKML's shareholders or prospective investors should not base any
financial decision on this announcement. Acquiring
investments to which this announcement relates may expose an
investor to a significant risk of losing all of the amount
invested. Persons considering making investments should
consult an authorised person specialising in advising on such
investments. This announcement does not constitute a
recommendation concerning shares in either TFIF or UKML. The value
of shares can decrease as well as increase.
Nothing contained herein constitutes or should be construed as
(i) investment, tax, financial, accounting or legal advice (ii) a
representation that any investment or strategy is suitable or
appropriate to individual circumstances or (iii) a personal
recommendation.
Numis Securities Limited (“Numis”), which is authorised and
regulated in the United Kingdom by
the Financial Conduct Authority (“FCA”), 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.
This announcement does not constitute an offer or solicitation
to acquire or sell any securities in TFIF or UKML. This
announcement is not for distribution in or into the United States or to any US Person,
Australia, Canada, Japan, New
Zealand, the Republic of South
Africa, any European Economic Area state or any other
jurisdiction in which its distribution may be unlawful. A “US
Person” is any person who is not a “Non-United States Person” as
defined in US Commodity Futures Trading Commission Rule 4.7. This
announcement is not an offer of securities for sale in the United States or elsewhere. The securities
of TFIF or UKML have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “Securities
Act”), and may not be offered or sold in the United States unless registered under the
Securities Act or pursuant to an exemption from such registration.
TFIF and UKML have not been and will not be registered under the US
Investment Company Act of 1940, as amended, and investors are not
entitled to the benefits of that Act. There has not been and there
will be no public offering of UKML's securities in the United States.
Forward looking statements
The information contained in this announcement regarding the
Scheme, and other information published by UKML may contain certain
‘forward-looking statements’. For example, statements
containing words such as ‘may’, ‘will’, ‘should’, ‘continue’,
‘aims’, ‘estimates’, ‘projects’, ‘believes’, ‘intends’, ‘expects’,
‘plans’, ‘pursues’, ‘seeks’, ‘targets’ and ‘anticipates’, and words
of similar meaning or the negative thereof, may be
forward-looking. By their nature, all forward-looking
statements involve risk and uncertainty because they are based on
information available at the time they are made, including current
expectations and assumptions, and relate to future events and
circumstances which may be or are beyond UKML's control, including
among other things statements relating to the expected benefits of
the proposed Scheme.
TFIF's actual future financial condition, performance and
results may differ materially from the plans, goals, strategy and
expectations set forth in the forward-looking statements and undue
reliance should not be placed on forward-looking statements.
Except to the extent otherwise required by applicable law, none of
UKML or TwentyFour are under any obligation to update any of the
forward-looking statements contained in this announcement or any
other forward-looking statements they may respectively make. Past
performance is not an indicator of future results and unless
expressly stated otherwise, no statement contained or referred to
in this announcement is intended to be a profit forecast, estimate
or projection of TFIF's or UKML’s future results.
Any shareholder action required in connection with the proposed
Scheme will only be set out in documents sent to or made available
to UKML's shareholders and any decision made by such shareholders
should be made solely and only on the basis of information provided
in those documents.
[1] This figure is indicative and based on TwentyFour
modelling