(iii) the value of SVM's investments which are units in unit
trusts or shares in open-ended investment companies, calculated by
reference to the prices or, in the case of units or shares in
respect of which cancellation and bid prices are quoted, the lower
of the cancellation and bid prices quoted as at the close of
business on the Calculation Date by the manager of the relevant
unit trust or open-ended investment company for holdings of the
size held by SVM (and, for the avoidance of doubt, any such
investments which are listed, traded, quoted or dealt in on a
recognised stock exchange shall be valued under this sub-paragraph
A (iii) and not under sub-paragraph A (i) above);
(iv) the value of those traded uncovered options and futures
contracts to which SVM is a party as at the close of business on
the Calculation Date which are traded on a stock, commodities,
financial futures or other securities exchange, calculated by
reference to the official middle-market closing prices on the
Calculation Date as derived from the relevant exchange's recognised
method of publication of prices for such traded options and futures
contracts;
(v) the value of call options contracts to which SVM is a party
as at the close of business on the Calculation Date which are
traded on a stock held in the underlying portfolio (known as
covered positions) shall be valued at zero unless the premium is
still due in which case the position will be valued at the premium
value due;
(vi) the value of SVM's investments which have unexpired call
options sold against an underlying stock held in SVM's portfolio
(known as covered positions) shall be valued at the strike price of
the call if the bid price of the investment is above the strike
price as at the close of business on the Calculation Date;
(vii) the value of all SVM's other investments, calculated as
being their fair realisable values as at the close of business on
the Calculation Date as determined by agreement between the
appointed representative of Cyrun, and the appointed representative
of SVM (or, failing such agreement within seven days after the
Calculation Date, as determined by the independent expert); and
(viii) the amount as at the close of business on the Calculation
Date of any sums due from debtors (including, for this purpose, any
dividends or distributions receivable on investments quoted
ex-dividend or ex-distribution on the Calculation Date and any
interest accrued on any debt securities as at the Calculation Date
and any recoverable tax credit in relation thereto, but excluding
any dividend, distribution or interest not yet received which has
been taken into account in the value of any of the investments
referred to in sub-paragraphs A (i) to (vii) (inclusive) above or
is unlikely to be received), cash and deposits with or balances at
banks, bills receivable and any money market instruments (together
with, in each case, any accrued interest at that date less an
accrual for any associated tax) and the fair realisable value of
any other tangible assets, including the fair value of dealing
subsidiaries with their value calculated in accordance with the
method of the FAV calculation, not otherwise accounted for in
subparagraphs A (i) to (vii) (inclusive) above, less any provision
for diminution of value which may be appropriate in respect of any
of sub-paragraphs A (i) to (vii) (inclusive) above (including
provisions for bad or doubtful debts), in each case as determined
by agreement between the appointed representative of Cyrun, and the
appointed representative of SVM (or, failing such agreement within
seven days after the Calculation Date, as determined by the
independent expert);
"B" is the aggregate of:
(i) the principal amounts as at the close of business on the
Calculation Date of any outstanding borrowings and/or liabilities
plus any accrued but unpaid interest, commitment fees and other
charges up to and including that date and the higher of any
premiums or penalties payable on either early or final repayment if
required;
(ii) the cost of closing, as at the close of business on the
Calculation Date, any open foreign exchange or other forward
purchase or sale contract to which SVM is a party on that date
(save to the extent otherwise taken into account in calculating the
FAV per SVM Share);
(iii) the cost of termination as at the close of business on the
Calculation Date of any investment management, advisory and /or
performance fee arrangements in force on that date, including, but
not limited to, any compensation or other payments to be made to
any investment manager or investment adviser, such amount to
include irrecoverable value added tax (where applicable) but to
exclude any tax relief;
(iv) the cost of terminating as at the close of business on the
Calculation Date any other contracts or arrangements whatsoever in
force on that date to which SVM is a party which may terminate as a
result of a change of control of SVM, but excluding, for the
purpose of this sub-paragraph B (iv), any investment management,
advisory and administrative arrangements in force at the close of
business on the Calculation Date to which paragraph B (iii) above
applies and excluding contracts with any parties which have
confirmed to SVM in writing that they do not wish to exercise any
termination rights arising as a result of such change of
control;
(v) the total cost of any dividend or other distribution
declared by SVM on or before the Calculation Date, so far as not
previously paid;
(vi) the costs, expenses and fees of any independent expert
appointed in connection with determining the Formula Asset Value,
as well as any additional accrued but unpaid costs and expenses to
either of Cyrun or of SVM arising directly as a result of and
specifically in connection with the appointment of an independent
expert and the performance of its function, such amount to include
irrecoverable value added tax (where applicable) but to exclude any
tax relief;
(vii) the aggregate of the amount of all accrued but unpaid
professional, advisory, legal and other fees and other advertising
costs and expenses incurred by SVM in connection with the Offer,
such amount to include irrecoverable value added tax (where
applicable) but to exclude any tax relief including all such fees,
costs and expenses relating to or in connection with the
determination of the Formula Asset Value (excluding any amounts
arising under sub-paragraph B (vi) above), such amount to include
irrecoverable value added tax (where applicable) but to exclude any
tax relief;
(viii) the aggregate of the amount of any accrued but unpaid
professional, advisory, legal and other fees and advertising and
other costs and expenses whatsoever incurred by SVM otherwise than
in connection with the Offer, such amount to include irrecoverable
value added tax (where applicable) but to exclude any tax relief;
and
(ix) an amount which fully reflects all other liabilities and
obligations of SVM whatsoever, including a fair provision for any
contingent liabilities (including any additional liabilities to
taxation, whether or not deferred, and any liabilities arising on
liquidation) or losses (including disputed claims), as at the close
of business on the Calculation Date determined by agreement between
the appointed representative of Cyrun, and the appointed
representative of SVM (or, failing such agreement within seven days
after the Calculation Date, as determined by the independent
expert); and
"C" is the aggregate of:
(i) the number of SVM Shares in issue as at the close of
business on the Calculation Date
Notes:
1 For the purpose of the above calculations, the value of any
investments, other assets or liabilities denominated or valued in
currencies other than Sterling shall be converted into Sterling at
the rates of exchange between Sterling and such other currencies
normally utilised by SVM for the calculation of its net asset
values.
2 In the case of sub-paragraphs A(i), (ii), (iii), (iv), (v) and
(vi) above, if there has been any general suspension of trading on
the relevant stock, commodities, financial futures or other
securities exchange or market, or if it was closed for business on
the Calculation Date, the value of the relevant investments, traded
options or futures contracts shall be taken as at the close of
business on the immediately preceding date on which there was
trading on such exchange or market, provided that such date is not
more than seven days prior to the Calculation Date and save that,
if there has been a material adverse change in the financial
position of any such underlying investment, traded option or
futures contract since the date by reference to which its value is
calculated but prior to the close of business on the Calculation
Date a fair provision (as determined by agreement between the
appointed representative of Cyrun, and the appointed representative
of SVM or, failing such agreement within seven days after the
Calculation Date, as determined by the independent expert) shall be
made to take account of such adverse change in the value of the
relevant investment, traded option or futures contract.
3 Subject to note 2 above, in the case of sub-paragraphs A (i)
to (vi) (inclusive) above:
(i) where any such investment, traded option or futures contract
is subject to restrictions on transfer or a suspension of dealings
or if no such published or quoted prices are available in respect
of any such investment, traded option or futures contract, in each
case as at the close of business on the Calculation Date, the value
of such investment, traded option or futures contract will be
calculated as at the close of business on the Calculation Date in
accordance with sub-paragraph A (vii) above; and
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