Further re. Proposed Merger
11 Novembro 2010 - 2:21PM
UK Regulatory
TIDMATS TIDMGGOR
RNS Number : 0571W
Artemis Alpha Trust PLC
11 November 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
AUSTRALIA, CANADA, JAPAN, new zealand, the republic of south africa OR THE
UNITED STATES OF AMERICA or any jurisdiction in which the same could be unlawful
OR TO US PERSONS. the information contained herein does not constitute an offer
of securities for sale in any jurisdiction, including in australia, canada,
japan, new zealand, the republic of south africa or the united states of
america.
ARTEMIS ALPHA TRUST PLC
11 NOVEMBER 2010
RECOMMENDED PROPOSALS FOR THE MERGER OF ARTEMIS ALPHA TRUST PLC & GARTMORE
GROWTH OPPORTUNITIES PLC AND RELATED MATTERS
Introduction
The boards of the Company and GGO announced on 27 September 2010 that they
reached agreement in principle in respect of a recommended merger of the assets
of the two companies through a scheme of reconstruction and winding up of GGO.
The Company announces that it has today published a Prospectus and a Circular in
connection with the recommended proposals for the reconstruction and winding up
of GGO. The Circular and Prospectus and GGO Circular provide further details of
the Proposals, which, inter alia, are conditional on the approval by both
Shareholders and GGO Shareholders.
The Board believes that the Scheme represents an opportunity to:
· acquire a high quality investment portfolio which is complementary
to the Company's existing portfolio;
· increase the size of the Company significantly in a cost efficient
manner;
· further increase the Company's market capitalisation, thereby
enabling the Company to attract a wider range of investors which, in turn,
should improve the liquidity in the Ordinary Shares; and
· reduce the Company's fixed operating costs as a percentage of
Shareholders' funds.
The Scheme
Pursuant to the terms of the Scheme, GGO Shareholders may elect for one, or a
combination, of the following options:
· The Rollover Option
GGO Shareholders may choose to receive new Ordinary Shares issued by the
Company. A GGO Shareholder electing for this option shall receive such number
of New Ordinary Shares with a FAV per Ordinary Share equal to 98.5% of the FAV
per GGO Share of their GGO Shares.
The New Ordinary Shares will rank equally in all respects with the existing
issued Ordinary Shares (save that the New Ordinary Shares will not qualify for
the Interim Dividend in respect of the six months to 31 October 2010 to be paid
by the Company in February 2011) and holders of the New Ordinary Shares will be
entitled to participate in the bonus issue of Subscription Shares referred to
under the heading "The Bonus Issue" below.
· The Cash Option
GGO Shareholders who were on GGO's register of members as at the close of
business on 24 September 2010 may choose to receive an immediate cash exit at
95% of the FAV per GGO Share, subject to cash elections not exceeding 30% of
GGO's issued share capital, in which event such elections for cash (other than
in respect of certain overseas GGO Shareholders) will be scaled back.
GGO Shareholders who do not make a valid election under the Scheme will be
deemed to have elected for the Rollover Option other than certain overseas GGO
Shareholder and participants in the Gartmore ISAit Savings Scheme who will be
deemed to have elected for the Cash Option.
Under the Proposals, the Company will acquire substantially all of GGO's assets
(apart from those retained in a separate liquidation fund by the GGO Liquidators
to meet certain liabilities of GGO), primarily comprising investments in quoted
UK smaller companies (which are in accordance with the Company's investment
policy), cash and near-cash assets. As at 9 November 2010, GGO had unaudited
total assets of GBP55.1 million, of which 86.7% was invested in quoted
securities, 0.4% was invested in unquoted equities and the balance was held in
cash and near-cash assets.
The FAV per Ordinary Share and the FAV per GGO Share will be calculated as at
5.00 p.m. on 7 December 2010 using each company's respective accounting policies
(which are substantially similar), save that, for the purpose of the FAV per
Ordinary Share, the Company's holding of GGO Shares (representing 2.7% of GGO's
issued share capital as at the date of this announcement) will be valued at
98.5% of the FAV per GGO Share rather than at the closing bid price per GGO
Share.
For illustrative purposes only, had the Calculation Date been 8 November 2010
(being the latest practicable date prior to this announcement) and assuming that
the maximum level of elections for the Cash Option are made and adjusting for
the exercise of the Manager Warrants and payment of a special dividend by GGO
(both of which will occur prior to the Calculation Date), the FAV per Ordinary
Share and FAV per GGO Share would have been 290.46p and 493.14p respectively.
On that basis and having regard to the Company's holding in GGO as at the date
of this announcement, the Proposals would have resulted in the issue of
11,499,058 New Ordinary Shares to GGO Shareholders, representing approximately
23.9% of the issued Ordinary Share capital of the Company upon completion of the
Proposals (excluding treasury shares), and payment of GBP14.4 million in cash.
The Company will fund elections for the Cash Option in part through the exercise
of all of the outstanding Manager Warrants to subscribe for Ordinary Shares in
the Company to raise approximately GBP7.9 million (as described under the
heading "Exercise of the Manager Warrants" below). The balance of any cash
required to fund the Cash Option will be provided from the Company's existing
cash resources, augmented as required by a new debt facility of up to GBP15
million to be provided by The Royal Bank of Scotland plc (which has agreed to
provide this facility, subject only to the entering into of a definitive
facility agreement with the Company).
The Company will not elect for the Cash Option pursuant to the Scheme in respect
of any of its holding of GGO Shares. However, under company law, the Company
cannot hold its own Ordinary Shares. The Company will therefore waive its
entitlement to receive New Ordinary Shares under the Scheme and will instead
receive assets to the value of 98.5% of the aggregate FAV of its holding of GGO
Shares.
The Bonus Issue
The Company is proposing to issue Subscription Shares, by way of a bonus issue,
to each Qualifying Shareholder on the basis of one Subscription Share for every
seven Qualifying Shares held by such Qualifying Shareholder.
Each Subscription Share will confer the right (but not the obligation) to
subscribe for one Ordinary Share on the last Business Day in each of June and
December each year between 31 December 2010 and 31 December 2017 (both dates
inclusive), after which the Subscription Share Rights will lapse. Each
Subscription Share will be capable of conversion into one Ordinary Share upon
exercise of the Subscription Share Rights and on payment of the Conversion
Price, being an amount equal to 110% of the unaudited NAV per Ordinary Share as
at close of business on the Effective Date (rounded up to the nearest penny).
The Board believes that the Bonus Issue of Subscription Shares will have the
following advantages:
· Qualifying Shareholders will receive readily tradable securities
with financial value which they may convert into Ordinary Shares in order to
benefit from the Company's future growth or realised for cash;
· Qualifying Shareholders will receive securities which are qualifying
investments for the purposes of the stocks and shares component of an individual
savings account and permitted investments for the purposes of a self invested
personal pension;
· on any exercise of the Subscription Share Rights, the capital base
of the Company will increase, allowing operating costs to be spread across a
larger number of Ordinary Shares and hence the total expense ratio to fall; and
· following the exercise of any Subscription Share Rights, the Company
will have an increased number of Ordinary Shares in issue, which may in due
course improve the liquidity in the market for the Ordinary Shares.
No Subscription Shares will be issued to certain overseas Shareholders pursuant
to the Bonus Issue. The Board will allot any Subscription Shares which would
have otherwise been issued to certain overseas Shareholders to a market maker
who will sell such Subscription Shares promptly at the best price obtainable.
The proceeds of sale will be paid to the overseas Shareholders entitled to them,
save that entitlements of less than GBP5 per overseas Shareholder will be
retained by the Company for its own account.
Exercise of Manager Warrants
To incentivise the Investment Manager, Manager Warrants were issued to persons
connected to the Investment Manager in three tranches between 2003 and 2006.
Partners of the Investment Manager (including the fund managers with principal
responsibility for the Company's investment portfolio), members of their
families and a former employee of the Investment Manager currently hold
6,533,982 Manager Warrants (representing 21.8% of the current issued share
capital of the Company, excluding treasury shares). Each Manager Warrant
entitles the holder to subscribe for one Ordinary Share on the last Business Day
of March and September each year up to and including September 2013 (at various
subscription prices representing the NAV of an Ordinary Share at the time of the
approval by Shareholders of the grant of the relevant Manager Warrants).
To help fund the Company's acquisition of the Cash Fund, it is proposed that the
Manager Warrants be exercised upon the Scheme becoming effective. The holders
of the Manager Warrants have irrevocably undertaken to exercise their Manager
Warrants in such circumstances. The terms of the Manager Warrants require to be
amended to allow their exercise other than on their normal exercise dates. No
other amendments are to be made to the terms of the Manager Warrants.
Introduction of Performance Fee
The Board believes that, conditional upon the Proposals becoming effective, a
performance fee arrangement incorporating a "high water mark" principle should
be introduced so as to ensure the continued incentivisation of the Investment
Manager following the exercise of all of the Manager Warrants. It is therefore
proposed to amend the investment management fee arrangements with the Investment
Manager by introducing a new performance fee whereby the Investment Manager will
be entitled to a receive an amount equal to 15% of any outperformance by the
Company's share price (on a total return basis) against the FTSE All Share Index
(on a total return basis) plus 2% per annum, measured over a rolling three year
period. In view of the Effective Date of the Proposals and the remainder of the
period to the Company's next year end, it is proposed that until the three year
rolling period from 1 May 2012 to 30 April 2015, the initial performance periods
be set as follows:
· Effective Date to 30 April 2012; followed by
· Effective Date to 30 April 2013; followed by
· Effective Date to 30 April 2014.
The performance fee has a "high water mark" principle such that it will only be
payable if the Company's share price (on a total return basis) ends the relevant
measurement period higher than at the start and is higher than the last share
price level (on a total return basis) at which a performance fee was last paid.
The performance fee payable each year cannot exceed 2.5% of the Company's market
capitalisation at the end of the measurement period (calculated as the average
market capitalisation of the Company over the last 10 Business Days of such
period). However, outperfomance above the level of this cap is able to be
carried forward and given credit in later measurement periods in which positive
outperformance has been achieved (subject always to the high water mark and
payment cap in such later periods).
Directors
It is intended that Ian Dighé (a director of GGO) will join the Board, and that
Charles Peel will resign from the Board, on or around the Effective Date. Mr
Dighé (aged 55) will be a non-executive director and is independent of the
Investment Manager. He was appointed as a non-executive Director of GGO on 27
April 2010. He has over 24 years of direct market experience in the financial
services industry and specifically the investment banking and corporate banking
sectors, notably as a director of Singer & Friedlander until 2000 and then as a
founder of Bridgewell Group plc. He is currently a director of Strategic Equity
Capital plc and a number of private companies.
Mr Peel has been a director of the Company since 2003, when Artemis Investment
Management took over the management of its assets. The Board thanks Mr Peel for
his service and acknowledges the significant contribution to the success of the
Company that he has made over these years.
Continuation Vote
Under its Articles, the Company is required to propose a continuation vote as an
ordinary resolution at its annual general meeting in 2013 and at every fifth
annual general meeting of the Company thereafter. If a continuation vote is not
passed, the Directors are required to convene a general meeting within 90 days
of the relevant annual general meeting of the Company, at which proposals for
the winding up or other reconstruction of the Company will be considered by the
Shareholders. In view of the final exercise date of the Subscription Shares, it
is proposed that the Articles be amended to require the first continuation vote
be held at the annual general meeting of the Company in 2018 (being the first
annual general meeting after the last date for exercise of the Subscription
Share Rights) and at every fifth annual general meeting of the Company
thereafter.
Adoption of the New Articles
The Directors are proposing that the Company adopts new articles of association,
which will , in particular, incorporate the rights of the Subscription Shares
and reflect the proposed change to the timing of the Company's first
continuation vote.
General Meeting
A general meeting of the Company at which the resolutions required to enable the
Company to implement the Proposals has been convened for 9.00 a.m. on 7 December
2010 and will be held at the offices of Artemis Investment Management LLP, 42
Melville Street, Edinburgh EH3 7HA.
Admission and Dealings
Applications have been made to the UK Listing Authority for the New Ordinary
Shares to be admitted to the premium segment of the Official List and for the
Subscription Shares to be admitted to the standard segment of the Official List.
Applications have also been made to the London Stock Exchange for the New
Ordinary Shares and Subscription Shares to be admitted to trading on the Main
Market. If the Proposals become effective, it is expected that the New Ordinary
Shares and Subscription Shares will be admitted to the Official List on, and the
first day of dealings in such shares on the Main Market will be, 13 December
2010.
Costs and Expenses of the Proposals
The aggregate costs and expenses to be incurred by the Company in connection
with the Proposals are estimated to be approximately GBP655,000, excluding VAT
and stamp duty (and approximately GBP995,000 including VAT and stamp duty). It
is expected that most of such costs and expenses will be offset by the value
transfer under the terms of the Scheme (as the entitlements of holders of GGO
Shares under the Scheme will be lower than the value of the assets acquired by
the Company pursuant to the Scheme).
The Investment Manager has agreed to make a contribution towards the costs and
expenses incurred, or to be incurred, by the Company in connection with the
Proposals. The amount of this contribution is linked to, and increases
proportionately with, the aggregate value of elections made for the Rollover
Option. As a minimum, the Investment Manager will meet any costs and expenses
incurred or to be incurred by the Company in connection with the Proposals not
offset by the value transfer under the Scheme.
If the Scheme does not become effective, the Company will bear abort costs of
approximately GBP110,000 (plus VAT) which will be reimbursed to the Company by
the Investment Manager.
GGO will meet its own costs associated with the Scheme (including fees payable
on the early termination of the management agreement with Gartmore Investment
Limited).
Conditions to Implementation of the Proposals
The Proposals are conditional upon:
· passing of resolutions to approve the Scheme at the class meeting of
GGO Shareholders and the general meetings of GGO Shareholders and the Scheme
becoming unconditional;
· passing of resolutions, inter alia, to approve the issue of the New
Ordinary Shares and the Subscription Shares and the adoption of the New Articles
at the General Meeting which has been convened for 7 December 2010;
· admission of the New Ordinary Shares to the Official List with a
Premium Listing and the Main Market of the London Stock Exchange, subject only
to the allotment of such shares; and
· admission of the Subscription Shares to the Official List with a
Standard Listing and the Main Market of the London Stock Exchange, subject only
to the allotment of such shares.
If any of these conditions is not satisfied by 31 January 2011 no part of the
Proposals will become effective and no New Ordinary Shares or Subscription
Shares will be issued. In addition, the introduction of the performance fee
payable to the Investment Manager is conditional on the passing of an ordinary
resolution at the General Meeting (neither the Investment Manager nor its
associates will be entitled to vote on that resolution).
Expected Timetable
+----------------+------------+
| | 2010 |
+----------------+------------+
| Record | 26 |
| date | November |
| for | |
| the | |
| Interim | |
| Dividend | |
+----------------+------------+
| Class | 10.00 |
| meeting | a.m. |
| of the | on 29 |
| holders | November |
| of GGO | |
| Shares | |
+----------------+------------+
| First | 10.05 |
| general | a.m. |
| meeting | on 29 |
| of GGO | November |
+----------------+------------+
| Latest | 9.00 |
| time | a.m. |
| and | on 3 |
| date | December |
| for | |
| receipt | |
| of | |
| forms | |
| of | |
| proxy | |
| for the | |
| General | |
| Meeting | |
+----------------+------------+
| Record | 6.00 |
| Date | p.m. |
| for | on 3 |
| the | December |
| Bonus | |
| Issue | |
+----------------+------------+
| General | 9.00 |
| Meeting | a.m. |
| of the | on 7 |
| Company | December |
+----------------+------------+
| Calculation | 5.00 |
| Date | p.m. |
| | on 7 |
| | December |
+----------------+------------+
| Second | 10.00 |
| general | a.m. |
| meeting | on 10 |
| of GGO | December |
+----------------+------------+
| Effective | 10 |
| Date of | December |
| the | |
| Scheme | |
+----------------+------------+
| Admission | 8.00 |
| and | a.m. |
| dealings | on 13 |
| commence | December |
| in the | |
| New | |
| Ordinary | |
| Shares | |
| and the | |
| Subscription | |
| Shares and | |
| CREST | |
| accounts | |
| credited in | |
| respect of | |
| New Ordinary | |
| Shares and | |
| Subscription | |
| Shares | |
| issued in | |
| uncertificated | |
| form | |
+----------------+------------+
| Conversion | 13 |
| Price of | December |
| Subscription | |
| Shares | |
| announced | |
+----------------+------------+
| Certificates | Week |
| despatched | commencing |
| in respect | 20 |
| of New | December |
| Ordinary | |
| Shares and | |
| Subscription | |
| Shares | |
| issued in | |
| certificated | |
| form | |
+----------------+------------+
| Payment | 4 |
| date | February |
| for the | 2011 |
| Interim | |
| Dividend | |
+----------------+------------+
Notes:
1. The dates set out in the expected timetable above may be adjusted by
the Company, in which event details of the new dates will be notified to the UK
Listing Authority and the London Stock Exchange and an announcement will be made
through a regulatory information service that is on the list of regulatory
information services maintained by the Financial Services Authority.
2. All references to time in this announcement are to London time.
Availability of the Circular and Prospectus
A copy of the Circular and the Prospectus will be available for inspection at
the National Storage Mechanism, which is located at www.hemscott.com/nsm.do.
Enquiries
+---------+------------+---------------+
| Simon | Artemis | 07768 794 182 |
| Miller | Alpha | |
| | Trust | |
| | plc | |
+---------+------------+---------------+
| Gordon | Canaccord | 020 |
| Neilly/ | Genuity | 7050 |
| Rishi | Limited | 6778/ |
| Zaveri | | 020 7050 6780 |
+---------+------------+---------------+
| Mark | Artemis | 0131 225 7300 |
| Tyndall | Investment | |
| | Management | |
| | LLP | |
+---------+------------+---------------+
Notes
Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the FSA, is acting for the Company and for no-one else in connection
with the Proposals, and will not be responsible to anyone other than the Company
for providing the protections afforded to customers of Canaccord Genuity Limited
or for providing advice to any other person in relation to the Proposals or any
other matter referred to in this announcement.
This announcement is for information purposes only and does not purport to be
full or complete and any decision regarding the Proposals should be made only on
the basis of the Circular and the Prospectus.
This announcement does not constitute or form part of any offer to issue or
sell, or any solicitation of any offer to subscribe or purchase, any investment
in any jurisdiction, nor shall it (or the fact of its distribution) form the
basis of, or be relied on in connection with, any contract therefor.
The Issue and the distribution of this announcement and the Prospectus in
certain jurisdictions may be restricted by law and persons into whose possession
any document or other information referred to this announcement, the Circular or
the Prospectus comes should inform themselves about and observe any such
restriction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
Definitions
The definitions set out below apply in this announcement unless the context
requires otherwise.
+----------------+----------------+
| "Articles" | the |
| | existing |
| | articles |
| | of |
| | association |
| | of the |
| | Company |
+----------------+----------------+
| "Board" | the |
| or | directors |
| "Directors" | of the |
| | Company |
+----------------+----------------+
| "Bonus | the |
| Issue" | allotment |
| | to |
| | Qualifying |
| | Shareholders |
| | of |
| | Subscription |
| | Shares on |
| | the basis of |
| | one |
| | Subscription |
| | Share for |
| | every seven |
| | Qualifying |
| | Shares held |
+----------------+----------------+
| "Business | any |
| Day" | day on |
| | which |
| | banks |
| | are |
| | open |
| | for |
| | business |
| | in |
| | London |
| | (excluding |
| | Saturday, |
| | Sundays |
| | and public |
| | holidays) |
+----------------+----------------+
| "Calculation | the |
| Date" | time |
| | and |
| | date |
| | on |
| | which |
| | the |
| | value |
| | of |
| | GGO's |
| | assets |
| | and |
| | the |
| | Company's |
| | assets |
| | will be |
| | calculated |
| | for the |
| | purposes |
| | of the |
| | Scheme and |
| | the |
| | Proposals |
| | (which is |
| | expected |
| | to be 5.00 |
| | p.m. on 7 |
| | December |
| | 2010) |
+----------------+----------------+
| "Cash | the |
| Option" | option |
| | for |
| | GGO |
| | Shareholders |
| | to elect to |
| | receive cash |
| | in respect |
| | of some or |
| | all of their |
| | holding of |
| | GGO Shares |
| | under the |
| | Scheme |
+----------------+----------------+
| "Circular" | the |
| | circular |
| | to |
| | Shareholders |
| | dated 11 |
| | November |
| | 2010 |
+----------------+----------------+
| "Company" | Artemis |
| | Alpha |
| | Trust |
| | plc |
+----------------+----------------+
| "Conversion | an |
| Price" | amount |
| | equal |
| | to |
| | 110% |
| | of the |
| | unaudited |
| | NAV per |
| | Ordinary |
| | Share as |
| | at close |
| | of |
| | business |
| | on the |
| | Effective |
| | Date |
| | (rounded |
| | up to the |
| | nearest |
| | penny) |
+----------------+----------------+
| "Effective | the |
| Date" | date |
| | on |
| | which |
| | the |
| | Scheme |
| | becomes |
| | effective |
| | (which is |
| | expected |
| | to be 10 |
| | December |
| | 2010) |
+----------------+----------------+
| "FAV" | the |
| | formula |
| | asset |
| | value |
| | of GGO |
| | and the |
| | Company |
| | respectively |
| | on the |
| | Calculation |
| | Date, |
| | calculated |
| | in |
| | accordance |
| | with the |
| | Scheme |
+----------------+----------------+
| "General | the |
| Meeting" | general |
| | meeting |
| | of the |
| | Company |
| | convened |
| | for 9.00 |
| | a.m. on |
| | 7 |
| | December |
| | 2010 or |
| | any |
| | adjournment |
| | of that |
| | meeting |
+----------------+----------------+
| "GGO" | Gartmore |
| | Growth |
| | Opportunities |
| | plc |
+----------------+----------------+
| "GGO | the |
| Liquidators" | liquidators |
| | of GGO to |
| | be |
| | appointed |
| | pursuant to |
| | a |
| | resolution |
| | to be |
| | passed by |
| | GGO |
| | Shareholders |
| | at a general |
| | meeting to |
| | be held on |
| | 10 December |
| | 2010 |
+----------------+----------------+
| "GGO | holders |
| Shareholders" | of GGO |
| | Shares |
+----------------+----------------+
| "GGO | ordinary |
| Shares" | shares |
| | of |
| | 0.025p |
| | each in |
| | the |
| | capital |
| | of GGO |
+----------------+----------------+
| "Interim | the |
| Dividend" | interim |
| | dividend |
| | in |
| | respect |
| | of the |
| | six |
| | months |
| | to 31 |
| | October |
| | 2010 to |
| | be paid |
| | by the |
| | Company |
| | on 4 |
| | February |
| | 2011 |
+----------------+----------------+
| "Investment | Artemis |
| Manager" | Investment |
| | Management |
| | LLP |
+----------------+----------------+
| "Issue" | the |
| | allotment |
| | and issue |
| | of New |
| | Ordinary |
| | Shares |
| | and |
| | Subscription |
| | Shares |
+----------------+----------------+
| "London | London |
| Stock | Stock |
| Exchange" | Exchange |
| | plc |
+----------------+----------------+
| "Main | the |
| Market" | London |
| | Stock |
| | Exchange's |
| | main |
| | market for |
| | listed |
| | securities |
+----------------+----------------+
| "Manager | the |
| Warrants" | warrants |
| | to |
| | subscribe |
| | for |
| | Ordinary |
| | Shares |
| | that have |
| | been |
| | issued by |
| | the |
| | Company |
| | to |
| | persons |
| | associated |
| | with the |
| | Investment |
| | Manager |
+----------------+----------------+
| NAV" | in |
| | relation |
| | to a |
| | share, |
| | means |
| | its net |
| | asset |
| | value on |
| | the |
| | relevant |
| | date |
| | calculated |
| | on the |
| | basis of |
| | the |
| | relevant |
| | company's |
| | normal |
| | accounting |
| | policies |
+----------------+----------------+
| "New | the |
| Articles" | proposed |
| | new |
| | articles |
| | of |
| | association |
| | of the |
| | Company to |
| | be adopted |
| | at the |
| | General |
| | Meeting |
+----------------+----------------+
| "New | new |
| Ordinary | ordinary |
| Shares" | shares |
| | of 1p |
| | each in |
| | the |
| | capital |
| | of the |
| | Company |
+----------------+----------------+
| "Official | the |
| List" | official |
| | list of |
| | the UK |
| | Listing |
| | Authority |
+----------------+----------------+
| "Ordinary | ordinary |
| Shares" | shares |
| | of 1p |
| | each in |
| | the |
| | capital |
| | of the |
| | Company |
+----------------+----------------+
| "Proposals" | the |
| | proposals |
| | for (i) |
| | the issue |
| | of New |
| | Ordinary |
| | Shares |
| | pursuant |
| | to the |
| | Scheme, |
| | (ii) the |
| | exercise |
| | of the |
| | Manager |
| | Warrants, |
| | (iii) the |
| | Bonus |
| | Issue, |
| | (iv) the |
| | adoption |
| | of the |
| | New |
| | Articles, |
| | including |
| | the |
| | change to |
| | the |
| | Company's |
| | continuation |
| | vote, (v) |
| | the |
| | introduction |
| | of the |
| | performance |
| | fee |
| | described |
| | under the |
| | heading |
| | "Introduction |
| | of |
| | Performance |
| | Fee" and (vi) |
| | related |
| | matters |
+----------------+----------------+
| "Prospectus" | the |
| | prospectus |
| | published |
| | by the |
| | Company in |
| | connection |
| | with the |
| | issue of |
| | the New |
| | Ordinary |
| | Shares and |
| | the |
| | Subscription |
| | Shares dated |
| | 11 November |
| | 2010 |
+----------------+----------------+
| "Qualifying | (i) |
| Shareholders" | Shareholders |
| | whose names |
| | are entered |
| | on the |
| | Company's |
| | register of |
| | members at |
| | the close of |
| | business on |
| | the Record |
| | Date, (ii) |
| | GGO |
| | Shareholders |
| | who validly |
| | elect, or |
| | are deemed |
| | to have |
| | elected, for |
| | New Ordinary |
| | Shares under |
| | the Scheme |
| | and (iii) |
| | the holders |
| | of New |
| | Ordinary |
| | Shares |
| | issued |
| | pursuant to |
| | the exercise |
| | of the |
| | Manager |
| | Warrants |
+----------------+----------------+
| "Qualifying | (i) |
| Shares" | the |
| | Ordinary |
| | Shares |
| | in issue |
| | at the |
| | Record |
| | Date, |
| | (ii) the |
| | New |
| | Ordinary |
| | Shares |
| | to be |
| | issued |
| | to GGO |
| | Shareholders |
| | under the |
| | Scheme and |
| | (iii) the |
| | New Ordinary |
| | Shares to be |
| | issued |
| | pursuant to |
| | the exercise |
| | of the |
| | Manager |
| | Warrants |
+----------------+----------------+
| "Record | 6.00 |
| Date" | p.m. |
| | on 3 |
| | December |
| | 2010 (or |
| | such |
| | other |
| | date as |
| | determined |
| | at the |
| | sole |
| | discretion |
| | of the |
| | Directors) |
+----------------+----------------+
| "Rollover | the |
| Option" | option |
| | for |
| | GGO |
| | Shareholders |
| | to roll-over |
| | their |
| | investment |
| | into the |
| | Company in |
| | accordance |
| | with the |
| | Scheme |
+----------------+----------------+
| "Scheme" | the |
| | scheme |
| | of |
| | reconstruction |
| | and voluntary |
| | winding up of |
| | GGO under |
| | section 110 of |
| | the Insolvency |
| | Act 1986 |
+----------------+----------------+
| "Shareholders" | holders |
| | of |
| | Ordinary |
| | Shares |
+----------------+----------------+
| "Subscription | the |
| Share Rights" | right |
| | conferred |
| | by each |
| | Subscription |
| | Shares to |
| | subscribe |
| | for one |
| | Ordinary |
| | Share on any |
| | Subscription |
| | Date at the |
| | Conversion |
| | Price per |
| | Ordinary |
| | Share |
+----------------+----------------+
| "Subscription | the |
| Shares" | subscription |
| | shares of 1p |
| | each in the |
| | capital of |
| | the Company |
+----------------+----------------+
| "Subscription | the |
| Date" | last |
| | Business |
| | Day in |
| | each of |
| | June and |
| | December |
| | each |
| | year |
| | between |
| | 31 |
| | December |
| | 2010 and |
| | 31 |
| | December |
| | 2017 |
| | (both |
| | dates |
| | inclusive) |
+----------------+----------------+
| "UK | the |
| Listing | Financial |
| Authority" | Services |
| | Authority |
| | acting in |
| | its |
| | capacity |
| | as the |
| | competent |
| | authority |
| | for |
| | listing |
| | for the |
| | purposes |
| | of Part |
| | VI of the |
| | Financial |
| | Services |
| | and |
| | Markets |
| | Act 2000 |
| | (as |
| | amended) |
+----------------+----------------+
| "VAT" | value |
| | added |
| | tax |
+----------------+----------------+
This information is provided by RNS
The company news service from the London Stock Exchange
END
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