AMIF Amicorp Fs (uk) Plc

The information contained within this announcement is deemed to constitute inside information as stipulated under Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018). Upon the publication of this announcement, this inside information is now considered to be in the public domain.

27 December 2024

Amicorp FS (UK) Plc

('AMIF', the 'Company' or the 'Group')

Related Party Transaction with the Amicorp Group

Amicorp FS (UK) Plc, the international specialist fund services group, is pleased to announce that on 24 December 2024, the Company signed share and purchase agreements for the acquisition of three entities from the Financial Markets and Management Services divisions of the Amicorp Group into the Company (the 'Acquisition').

The Acquisition will occur as two concurrent transactions which will take place with immediate effect. The first transaction involves the transfer of Amicorp Financial Services Philippines Inc. ('AFSP'), which is domiciled in the Philippines, and Amicapital Services Limited ('Amicapital'), which is domiciled in Cyprus. The second transaction will comprise the transfer of Amicorp Trustee (India) Private Limited ('ATIPL'), which is domiciled in India.

AFSP and Amicapital (together, the 'BPO Unit') specialise in the provision of business process outsourcing services such as accounting, administration and back-office support. The BPO Unit is therefore complementary to the current services offered by AMIF and provides additional scale. The major customer of the BPO Unit is one of the global leaders in credit ratings and research, and is expected to contribute c.US$1 million recurring annual revenue to the Group.

ATIPL and its Ghandhinagar Branch are authorised by the International Financial Services Centres Authority ('IFSCA') of India to provide general management consulting, financial management consulting, administration and trusteeship services. Its customer base includes private trusts established by high-net-worth individuals and their family members, as well as investment funds designated as unit trusts in India. The inclusion of ATIPL will enhance AMIF's presence and service offering in India, one of the fastest growing major economies in the world.

The first and second transactions are valued at US$2.0 million and US$2.5 million respectively. The combined consideration of US$4.5 million will be offset against the existing receivable balance due from the Amicorp Group.

Given that the acquired entities are each owned by the Amicorp Group, the Company's largest shareholder, the Acquisition is deemed to be related party transaction under Rule 7.3 of the Disclosure Guidance and Transparency Rules.

Toine Knipping, the Chairman of the Company and the Chief Executive Officer of the Amicorp Group, has recused himself from all AMIF Board discussions on the Acquisition. The independent directors, being Kathy Byrne and Patrick Byron, consider that the terms of the Acquisition are fair and reasonable insofar as shareholders are concerned.

The Company further confirms that it expects to publish a trading update for the year ended 31 December 2024 in mid-February 2025 and further details on the financial impact of the Acquisition will be included within this announcement

Commenting on the Acquisition, Kin Lai, CEO of AMIF, said: "The decision to proceed with this Acquisition was made after thorough consideration of its strategic merits and potential benefits to the Company. The Acquisition adds strength and depth to our existing services, enabling us to further consolidate our administration solutions to support family offices, asset managers and institutional investors.

"This Acquisition has been carefully reviewed and approved in accordance with applicable regulatory and governance requirements. Moreover, necessary steps have been taken to ensure fairness, transparency and that the Acquisition is in the best interests of the Company and its shareholders. Looking ahead, we will focus on integrating the acquired entities into our operations in a way that maximises the value of this Acquisition."

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Notes to Editors

AMIF is an international specialist fund services group that works with a broad mix of clients including institutional investors, fund managers (private equity, venture capital and hedge funds) as well as family offices to provide a suite of specialist services across global markets. AMIF provides local and global expertise to over 500 funds.

AMIF provides a comprehensive and tailored range of services which are all underpinned by market-recognised technology solutions that support clients from a single point of contact.

These include:

·    Fund Administration and Investor Services: Fund accounting, fund administration, in-house NAV calculation, investor services including Register & Transfer Agency services, booking of subscriptions & redemptions, audit liaison/support, real time oversight over investment performance.

·    Governance and Compliance Services: FATCA and CRS reporting services, Fiduciary, Anti-Money Laundering (AML) officer services in compliance with international rules and regulations including administrative support to the Board and Committees of the Board.

·    BPO Services: Simplifying accounting and administration services through automated accounting processes and providing management insight into business operations through regular and consistent management reporting.

For further information please visit www.amicorp-funds.com/chairmans-welcome/