TIDMFCAM
RNS Number : 3962G
F&C Asset Management PLC
06 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.
6 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
Update on satisfaction of regulatory Conditions and suspension
of F&C Shares
F&C Asset Management plc ("F&C") and BMO Global Asset
Management (Europe) Limited ("BMO Europe") are pleased to announce
that, in connection with the proposed acquisition by BMO Europe of
the entire issued and to be issued share capital of F&C, as
described in the circular to F&C Shareholders dated 24 February
2014 (the "Scheme Document"), the regulatory conditions set out in
Conditions 3(b) and (c) of Part A of Part Four of the Scheme
Document have been satisfied or waived.
F&C also confirms that applications have been made to the
London Stock Exchange for the suspension of trading in F&C
Shares on the main market for listed securities and to the UK
Listing Authority for the suspension of the listing of F&C
Shares on the Official List with effect from 7.30 a.m. (London
time) on 7 May 2014.
The Scheme Court Hearing to sanction the Scheme is scheduled to
take place tomorrow, 7 May 2014, and it is anticipated that,
subject to sanction of the Scheme and confirmation of the Capital
Reduction by the Court, the Scheme will become effective on that
date. Subject to the Scheme becoming so effective, it is expected
that F&C Shares will be de-listed from the premium listing
segment of the Official List and the admission to trading of
F&C Shares on the London Stock Exchange's main market for
listed securities will be cancelled with effect from 7.30 a.m.
(London time) on 8 May 2014.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
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
BMO
Media Relations
Paul Deegan Tel: +1 416 867 3996
Ralph Marranca Tel: +1 416 867 3996
Investor Relations
Sharon Haward-Laird Tel: +1 416 867 6656
Andrew Chin Tel: +1 416 867 7019
Barclays (financial advisor to BMO)
Matthew Smith Tel: +44 (0) 20 7623
Adam Sinclair 2323
Tel: + 1 416 863 8900
BMO Capital Markets (financial advisor to
BMO)
Brad Hardie Tel: +1 416 359 5614
Ariel Walsh Tel: +1 212 702 1743
Further Information
This announcement is not intended to and does not constitute, or
form part of, an offer, invitation or the solicitation of an offer
to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the Acquisition or
otherwise nor shall there be any sale, issuance or transfer of
securities of F&C in any jurisdiction in contravention of
applicable law. The Acquisition will be made solely by means of the
Scheme Document, which contains the full terms and conditions of
the Acquisition including details of how to vote in respect of the
Acquisition. Any vote in respect of the Scheme or other response in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme Document.
J.P. Morgan Limited is authorised and regulated in the UK by the
FCA. J.P. Morgan Securities plc is authorised in the UK 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.
Barclays, which is authorised by the PRA and regulated by the
FCA and the PRA in the UK, is acting exclusively for BMO and no one
else in connection with the Acquisition and will not be responsible
to anyone other than BMO for providing the protections afforded to
its clients or for providing advice in relation to the Acquisition
or in relation to the contents of this announcement or any
transaction or any other matters referred to herein.
BMO Capital Markets is a trade name used by BMO Financial Group
for the wholesale banking businesses of Bank of Montreal, BMO
Harris Bank N.A., Bank of Montreal Ireland Plc, and Bank of
Montreal (China) Co. Ltd and the institutional broker dealer
businesses of BMO Capital Markets Corp. and BMO Capital Markets
GKST Inc. in the US, BMO Nesbitt Burns Inc. in Canada, Europe and
Asia, BMO Capital Markets Limited in Europe and Australia and BMO
Advisors Private Limited in India. In the UK, BMO Capital Markets
Limited is authorised and regulated by the FCA. BMO Capital Markets
is acting exclusively for BMO and no one else in connection with
the Acquisition and will not be responsible to anyone other than
BMO for providing the protections afforded to its clients or for
providing advice in relation to the Acquisition or in relation to
the contents of this announcement or any transaction or any other
matters referred to herein.
Overseas Jurisdictions
The availability of the Acquisition to F&C Shareholders who
are not resident in and citizens of the UK may be affected by the
laws of the relevant jurisdictions in which they are located or of
which they are citizens. Persons who are not resident in the UK
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdictions. Further details in
relation to overseas shareholders are contained in the Scheme
Document.
The release, publication or distribution of this announcement
in, into or from 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.
The Acquisition will not be made, directly or indirectly, in,
into or from any jurisdiction where to do so would violate the laws
in that jurisdiction. Accordingly, 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.
Canadian Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those applicable in Canada)
and is proposed to be implemented under a scheme of arrangement
provided for under UK company law. A transaction effected by means
of a scheme of arrangement is not subject to the provisions of
Canadian provincial securities laws applicable to take-over bids.
Accordingly, the Scheme will be subject to UK disclosure
requirements and practices, which are different from the disclosure
requirements of Canadian provincial securities laws applicable to
take-over bids. The financial information included in this
announcement and the Scheme documentation has been or will have
been prepared in accordance with IFRS and thus may not be
comparable to financial information of Canadian companies or
companies whose financial statements are prepared in accordance
with IFRS in Canada. However, if BMO were to exercise its right to
implement the acquisition of the F&C Shares by way of a
takeover offer, any such offer made in Canada will be made in
compliance with (or pursuant to available exemptions from) the
applicable requirements of Canadian provincial securities laws.
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.
US Holders should note that the Acquisition relates to the
securities of a UK company, is subject to UK disclosure
requirements (which are different from those of the US) and is
proposed to be implemented under a scheme of arrangement provided
for under UK company law. A transaction effected by means of a
scheme of arrangement is not subject to the tender offer rules
under the US Exchange Act and the proxy solicitation rules under
the US Exchange Act will not apply to the Acquisition. Accordingly,
the Scheme will be subject to UK disclosure requirements and
practices, which are different from the disclosure requirements of
the US tender offer and proxy solicitation rules. The financial
information included in this announcement and the Scheme
documentation has been or will have been prepared in accordance
with IFRS and thus may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the US. However, if BMO were to exercise its right to
implement the acquisition of the F&C Shares by way of a
takeover offer, such offer will be made in compliance with
applicable US tender offer and securities laws and regulations.
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.
In accordance with normal UK practice and pursuant to Rule
14e-5(b) of the US Exchange Act, BMO or its nominees, or its
brokers (acting as agents), may from time to time make certain
purchases of, or arrangements to purchase, F&C Shares outside
of the US, other than pursuant to the Acquisition, until the date
on which the Acquisition and/or Scheme becomes effective, lapses or
is otherwise withdrawn. These purchases may occur either in the
open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed as required in the UK, will be reported to the Regulatory
News Service of the London Stock Exchange and will be available on
the London Stock Exchange website at
http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange 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 securities exchange 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 securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) of the Code 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 securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange 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 one per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange 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 securities exchange offeror,
save to the extent that these details have previously been
disclosed under Rule 8 of the Code. A Dealing Disclosure by a
person to whom Rule 8.3(b) of the Code 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
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3 of the Code.
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 of
the Code).
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 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.
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 and BMO's
website at www.bmo.com/fandc by no later than 12 noon (London time)
on the business day following this announcement. For the avoidance
of doubt, the content of those websites 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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