F&C Asset Management PLC Sanction of Scheme (4954G)
07 5월 2014 - 10:51PM
UK Regulatory
TIDMFCAM
RNS Number : 4954G
F&C Asset Management PLC
07 May 2014
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION.
7 May 2014
RECOMMENDED CASH ACQUISITION
of
F&C ASSET MANAGEMENT PLC
by
BMO GLOBAL ASSET MANAGEMENT (EUROPE) LIMITED
a wholly-owned subsidiary of
BANK OF MONTREAL
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Sanction of Scheme
F&C Asset Management plc ("F&C") is pleased to announce
that, at the Scheme Court Hearing this morning, 7 May 2014, in
connection with the proposed acquisition of F&C by BMO Global
Asset Management (Europe) Limited, the Court made an order
sanctioning the Scheme and confirming the Capital Reduction
associated with the Scheme (the "Scheme Court Order"). The Scheme
Court Order has now been delivered to the Registrar of Companies
and, accordingly, the Scheme and the Acquisition have become fully
effective in accordance with their terms.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the circular to F&C Shareholders dated 24 February 2014 (the
"Scheme Document").
Suspension of trading and cancellation of admission to trading
of F&C Shares
The listing of F&C Shares on the premium listing segment of
the Official List of the UK Listing Authority and trading in
F&C Shares on the main market for listed securities of the
London Stock Exchange have been suspended since 7.30 a.m. (London
time) this morning and an application has been made by the Company
to cancel the admission to trading of the F&C Shares on the
main market for listed securities of the London Stock Exchange and
the listing of F&C Shares on the premium listing segment of the
Official List of the UK Listing Authority. Such cancellations are
expected to occur by no later than 8.00 a.m. (London time) tomorrow
morning, 8 May 2014.
Next Steps
The consideration of 120 pence per Scheme Share to be paid to
Scheme Shareholders pursuant to the Scheme is expected to be
despatched (in the case of certificated holders of Scheme Shares)
or settled in CREST (in the case of uncertificated holders of
Scheme Shares) by no later than 21 May 2014.
Despatch of cheques or payment by BACS to mandated UK Sterling
bank accounts to eligible F&C Shareholders in respect of the
F&C Ordinary Dividend is expected to be made no later than 20
May 2014.
Enquiries
F&C Tel: +44 (0) 20 7628
8000
Richard Wilson
David Logan
J.P. Morgan Cazenove (financial advisor Tel: +44 (0) 20 7742
and corporate broker to F&C) 4000
John Mayne
Dwayne Lysaght
Mike Collar
F&C Media Relations
Richard Janes (F&C) Tel: +44 (0) 20 7011
Neil Doyle (FTI Consulting (public relations 4298
advisor to F&C)) Tel: +44 (0) 20 7269
7237
Further Information
J.P. Morgan Limited is authorised and regulated in the UK by the
FCA. J.P. Morgan Securities plc is authorised in the United Kingdom
by the PRA and regulated by the FCA and the PRA. J.P. Morgan
Limited and J.P.Morgan Securities plc conduct their UK investment
banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove).
J.P. Morgan Cazenove is acting as financial adviser and broker
exclusively for F&C and no one else in connection with the
matters set out in this announcement and will not regard any other
person as its client in relation to the matters set out in this
announcement and will not be responsible to anyone other than
F&C for providing the protections afforded to clients of J.P.
Morgan Cazenove, nor for providing advice in relation to any matter
referred to herein.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Acquisition disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared for the purposes of complying with UK law, the
Listing Rules, the rules of the London Stock Exchange and the Code
and the information disclosed may not be the same as that which
would have been disclosed if this document had been prepared in
accordance with the laws of jurisdictions outside of the UK.
Copies of this announcement and formal documentation relating to
the Acquisition will not be, and must not be, mailed or otherwise
forwarded, distributed or sent in, into or from any jurisdiction
where to do so would violate the laws of that jurisdiction.
The receipt of cash pursuant to the Acquisition by a Canadian
Holder as consideration for the cancellation of its Scheme Shares
pursuant to the Scheme may be a taxable transaction for Canadian
federal income tax purposes and under applicable Canadian
provincial income tax laws, as well as foreign and other, tax laws.
Each F&C Shareholder is urged to consult his independent
professional adviser immediately regarding the tax consequences of
the Acquisition applicable to him.
The receipt of cash pursuant to the Acquisition by a US Holder
as consideration for the cancellation of its Scheme Shares pursuant
to the Scheme may be a taxable transaction for US federal income
tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each F&C Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of the Acquisition applicable to him.
It may be difficult for US Holders to enforce their rights and
claims arising out of the US federal securities laws, since BMO and
F&C are located in countries other than the US, and some or all
of their officers and directors may be residents of countries other
than the US. US Holders may not be able to sue a non-US company or
its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's
judgement.
Publication on website and hard copies
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on F&C's website at www.fandc.com by no later
than 12 noon (London time) on the business day following this
announcement. For the avoidance of doubt, the content of that
website is not incorporated by reference and does not form part of
this announcement.
You may request a hard copy of this announcement by contacting
the Company Secretary of F&C during business hours on +44 (0)
20 7628 8000 or by submitting a request in writing to the Company
Secretary of F&C at Exchange House, Primrose Street, London
EC2A 2NY. You may also request that all future documents,
announcements and information to be sent to you in relation to the
Acquisition should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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