(ii) where any such investment, traded option or futures
contract is, at the close of business on the Calculation Date,
subject to any right of any person to acquire the same or any
obligation on SVM to dispose of the same, whether as a result of
the Offer being made or becoming or being declared unconditional or
otherwise, at a price more or less than would otherwise be
determined in accordance with sub-paragraphs A (i) to (vi)
(inclusive) above, such investment, traded option or futures
contract shall be valued at such greater or lesser price unless
such right or obligation is unconditionally and irrevocably waived
or lapses prior to the calculation of the FAV per SVM Share
otherwise being agreed or determined.
4 Subject to note 5 below, with regard to sub-paragraphs A (vii)
and (viii) above, the appointed representative of Cyrun, and the
appointed representative of SVM shall have regard, inter alia, to
the following when determining the value of any investment or other
asset (which shall be calculated on the basis of a notional sale by
a willing seller to a willing buyer, without regard to any
additional value that might be attributed to such investment or
other asset by any special category of potential purchaser):
(i) the existence or exercise of any pre-emption rights or
obligations in respect of such investment or other asset or any
other restrictions on the transfer or disposal of the same which
may exist or which may arise as a consequence of the proposed
acquisition by Cyrun of SVM or any SVM Shares or of the transfer of
such investment or other asset to any party or of the winding up of
SVM;
(ii) the terms and volumes of any recent dealings in, and
marketability of, such investment or other asset; and
(iii) the amount of any bona fide offer to acquire such
investment or other asset which may be made by any person and
brought to the attention of the appointed representative of Cyrun
and the appointed representative of SVM or, if appointed, the
independent expert.
5 With regard to sub-paragraphs A (vii) and (viii) above, the
appointed representative of Cyrun and the appointed representative
of SVM shall, except in the case of debtors and tangible assets, be
bound by the actual amount of cash items and, in the case of
debtors and tangible assets, shall adopt the accounting policies
used by SVM in its latest audited financial statements.
6 If any liability referred to in sub-paragraphs B (i) to (ix)
(inclusive) above has not been determined by the date on which the
calculations and adjustments otherwise necessary to determine the
FAV per SVM Share have been made, there shall be included in "B"
such amount in respect of any such liability as shall be considered
to be an appropriate estimate by the appointed representative of
Cyrun.
7 In default of any agreement between the appointed
representative of Cyrun and the appointed representative of SVM in
relation to any fair realisable value (in the case of
sub-paragraphs A (vii) and (viii) above) or in relation to
estimating or determining the amount of any liabilities,
obligations or losses (in the case of sub-paragraphs B (viii) or B
(ix) above), or in making any determination under notes 2 and 6
above, the matter shall be referred for determination to the
independent expert.
8 The independent expert referred to herein shall be Crowe
Clarke Whitehill LLP or, if Crowe Clarke Whitehill LLP shall
decline to act, a reputable firm of accountants (not connected with
any of the parties providing advice to Cyrun or to SVM in
connection with the Offer) selected by Fairfax. Such independent
expert shall act as an expert and not as an arbitrator and his
determination shall (subject to any agreement to the contrary
between Cyrun and SVM) be final and binding on all persons and the
independent expert shall not be under any liability to any person
by reason of his appointment or by anything done or omitted to be
done by him for the purposes of such appointment or in connection
therewith.
9 The SVM Directors shall be invited to prepare the calculation
of the FAV per SVM Share for review and approval by the appointed
representative of Cyrun. In the event of a dispute regarding the
calculation of the FAV per SVM Share, such dispute shall be
determined by the independent expert who shall act as an expert and
not as an arbitrator and his determination shall (subject to any
agreement to the contrary between Cyrun and SVM) be final and
binding on all persons provided that the independent expert shall
(subject to any agreement to the contrary between Cyrun and SVM) be
bound by any values of investments or other assets or any
quantification of liabilities, obligations or losses agreed 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) or otherwise agreed between Cyrun and SVM or determined by
a decision of the independent expert in respect of any investment
or other asset valued by him or any liability, obligation or loss
quantified by him. In the absence of any such dispute, such
calculation approved by, or on behalf of, Cyrun or SVM, as the case
may be, shall be final and binding on all persons.
10 Notwithstanding note 9 above, if the calculation of the FAV
per SVM Share has not been so prepared and delivered to Cyrun or
its appointed representative for their respective approval by the
date seven days after the Calculation Date or (whether or not such
delivery has been so made) a final determination of either the FAV
per SVM Share has not been made by the date 14 days after the
Calculation Date, then, pending such final determination, a
provisional calculation of the FAV per SVM Share shall be prepared
by Cyrun or its appointed representative on the basis of such
information as is available to it (and after making such
assumptions as they consider appropriate). In that event, an
initial consideration, equal to 85 per cent. of the cash due as
consideration under the Offer were the provisional calculation
referred to above correct, rounded down to the nearest whole penny,
shall be paid to the persons entitled thereto on the prescribed
settlement date in respect of the Offer with any remaining balance
being paid within seven days after the final determination referred
to above has been approved or determined in accordance with note 9
above and such approval or determination has been notified to SVM
(but not earlier than the prescribed settlement date).
11 Notwithstanding any of the above provisions, in the event
that the valuation of any investment or other asset in accordance
with any of such provisions, or the amount of any deduction made in
accordance with sub-paragraphs B (i) to (ix) (inclusive) above, is,
in the opinion of the appointed representative of Cyrun and the
appointed representative of SVM, incorrect or unfair they may, if
they so agree, adopt an alternative method of valuation or
deduction, as the case may be.
The consideration payablepursuant to the Offer will be announced
through a Regulatory Information Service as soon as reasonably
practicable following the Calculation Date.
APPENDIX II
Bases and Sources
In this Announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used:
(i) The information about the net asset values of SVM as at 29
April 2011 has been sourced from an announcement by SVM dated 3 May
2011. The total net asset value of SVM as at that date has been
derived from multiplying the published net asset value per SVM
Share by the number of SVM Shares in issue, excluding treasury
shares.
(ii) Unless otherwise indicated, information relating to net
asset value total returns, share price total returns and FTSE
All-Share Index total returns have been taken from Fundamental Data
and assumes gross dividends reinvested on the ex-dividend date.
(iii) Share prices have been taken from Proquote or Bloomberg
and, in the case of the market price of a SVM Share as at 15 March
2011 from the London Stock Exchange's Daily Official List.
(iv) Unless otherwise indicated, share prices have been taken
from the sources referred to above. The "discount" or "premium" at
which a share trades is the difference between its mid-market price
and its net asset value expressed as a percentage of that net asset
value. Where the share price is higher than the net asset value per
share, the share stands at a premium; if the share price is lower
than the net asset value per share, the share stands at a
discount.
(vi) Unless otherwise stated, net asset values are quoted on a
cum-income basis, being the basis on which SVM prepares its regular
weekly net asset value announcements.
Assumptions and sources of information underlying the Offer
Illustration
(i) The Offer Illustration assumes:
full acceptance of the Offer;
that the FAV is calculated as described in Appendix I to this
announcement, but for illustrative purposes, treating references to
the Calculation Date as references to 29 April 2011.
The information about the net asset values of SVM as at 29 April
2011 has been sourced from an announcement by SVM dated 3 May
2011
(ii) Unless otherwise indicated, information relating to net
asset value total returns, share price total returns and FTSE
All-Share Index total returns have been taken from Fundamental Data
and assumes gross dividends reinvested on the ex-dividend date.
(iii) the costs of terminating SVM's contracts for investment
management and administrative services have been estimated at
approximately GBP0.6 million and SVM's costs of responding to the
Offer have been estimated at GBP0.6 million.
APPENDIX III
Svm Uk Active Fund (LSE:SVU)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024
Svm Uk Active Fund (LSE:SVU)
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De Jun 2023 até Jun 2024
