Ad hoc announcement: GAM Holding AG confirms the publication of the
offer prospectus of Liontrust
9 June 2023
PRESS RELEASE
Ad hoc announcement pursuant to Art. 53 Listing Rules:
GAM Holding AG
confirms the publication of the offer
prospectus of Liontrust
Liontrust Asset Management PLc had previously stated that it
intended to publish a Circular and the Offer Prospectus for the
public exchange offer for all publicly held registered shares of
GAM Holding AG on 9 June 2023. Liontrust Asset Management PLc now
expects to publish both the Circular and Offer Prospectus on or
around 13 June 2023.
GAM is making this announcement pursuant to its obligations
under Article 53 of the Listing Rules of the SIX Exchange.
For further information please contact:
Charles Naylor
Head of
Communications and Investor RelationsT +44 7890 386 699
Media
Relations Ute
Dehn Christen T +41
58 426 31 36
Visit us: www.gam.comFollow us: Twitter and LinkedIn
GAM
GAM is an independent investment manager that is listed in
Switzerland and has, within its Investment Management division,
AuMA of CHF 23.3 billion (£21.0 billion) as at 31 March 2023. GAM
has global distribution with offices in 14 countries and is
geographically diverse with clients in almost every continent. It
has 3,500 clients globally, of which c. 2,700 are based in Europe.
Headquartered in Zurich, GAM Investments was founded in 1983 and
its registered office is at Hardstrasse 201 Zurich, 8037
Switzerland.
Liontrust
Liontrust is an independent, specialist asset manager
established in 1995, listed on the London Stock Exchange in 1999
and is a member of the FTSE 250. Headquartered on the Strand in
London with additional offices in Edinburgh and Luxemburg,
Liontrust had £31.8 billion in AuMA as at 17 April 2023. Liontrust
seeks to enable investors to enjoy a better financial future
through investing in a range of global equities, fixed income,
sustainable investment and multi-asset portfolios and funds.
Legal Notice and Information
No Offer
The information contained in this release is for informational
purposes only and does not constitute, or form part of, an offer or
invitation to purchase, sell, exchange or issue, or a solicitation
of an offer to sell, purchase, exchange or subscribe for any
registered shares or other securities of GAM Holding AG or
Liontrust Asset Management Plc, nor shall it form the basis of, or
be relied on in connection with, any contract therefor. This
release is not part of the Offer Documentation (as defined below)
relating to the exchange offer of Liontrust Asset Management Plc
for all publicly held registered shares of GAM Holding AG (the
"Offer"). Terms and conditions of the Offer have
been and/or will be published in the Offer Documentation (as
defined below) regarding the Offer. Shareholders of GAM Holding AG
are urged to read the Offer Documentation (as defined below), which
is and/or will be available at
www.liontrust.co.uk/gam-acquisition.
Certain Offer Restrictions
1. General
The distribution of the pre-announcement of the Offer, the offer
prospectus relating to the Offer and any other materials relating
to the Offer (the "Offer Documentation") and the
making of the Offer may in certain jurisdictions (including, but
not limited to, Japan) (the "Restricted
Jurisdictions") be restricted by law, be considered
unlawful or otherwise violate any applicable laws or regulations,
or may require Liontrust Asset Management Plc or any of its direct
and indirect subsidiaries to change or amend the terms or
conditions of the Offer in any way, to make an additional filing
with any governmental, regulatory or other authority or take
additional action in relation to the Offer. Therefore, persons
obtaining any Offer Documentation or into whose possession any
Offer Documentation otherwise comes, are required to, and should
inform themselves of and observe, all such restrictions. Neither
GAM Holding AG nor Liontrust Asset Management Plc nor the receiving
agent accept or assume any responsibility or liability for any
violation by any person whomsoever of any such restriction. The
Offer is not being and will not be made, directly or indirectly, in
or into the Restricted Jurisdiction. It is not intended to extend
the Offer to any such Restricted Jurisdictions. The Offer
Documentation should not be sent or otherwise distributed in or
into the Restricted Jurisdictions and the Offer cannot be accepted
by any such use, means or instrumentality, in or from within the
Restricted Jurisdictions. Accordingly, copies of the Offer
Documentation are not being, and must not be, sent or otherwise
distributed in or into or from any Restricted Jurisdiction or, in
their capacities as such, to custodians, trustees or nominees
holding shares for persons in any Restricted Jurisdictions, and
persons receiving any such Offer Documentation (including
custodians, nominees and trustees) must not distribute or send them
in, into or from any Restricted Jurisdiction. Any purported
acceptance of the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid. No shares are
being solicited in the Offer for purchase or sale from or to a
resident of the Restricted Jurisdictions and, if sent in response
by a resident of the Restricted Jurisdictions, Liontrust Asset
Management Plc reserves the right to reject such acceptance. Such
Offer Documentation must not be used for the purpose of soliciting
the purchase or sale or exchange of any shares in GAM Holding AG
(the "GAM Shares") or shares in Liontrust Asset
Management Plc (the "Liontrust Shares") by any
person or entity resident or incorporated in any Restricted
Jurisdiction. Each person delivering an acceptance form in
connection with the Offer will be required to certify that, unless
and to the extent otherwise agreed with and authorized by Liontrust
Asset Management Plc in accordance with applicable law and
regulations: (i) such person has not received the Offer, the
Offer Documentation, the acceptance form or any other document
relating to the Offer in a Restricted Jurisdiction, nor has such
person mailed, transmitted or otherwise distributed any such
document in or into a Restricted Jurisdiction; (ii) such
person has not utilized, directly or indirectly, the mails, or any
means or instrumentality of commerce, or the facilities of any
national securities exchange, of a Restricted Jurisdiction in
connection with the Offer; (iii) such person is not and was
not located in a Restricted Jurisdiction at the time such person
accepted the terms of the Offer or at the time such person returned
the acceptance form; and (iv) if such person is acting in a
fiduciary, agency or other capacity as an intermediary, then either
(a) such person has full investment discretion with respect to
the securities covered by the acceptance form or (b) the
person on whose behalf such person is acting was located outside
the Restricted Jurisdictions at the time he or she instructed such
person to accept the Offer.
Subject to applicable securities laws and regulations, Liontrust
Asset Management Plc intends to make available a "vendor placement"
arrangement with respect to the Offer for holders of GAM Shares in
the United States of America and any other jurisdictions where, in
the sole discretion of Liontrust Asset Management Plc, an offer of
securities to such persons would require filing of a registration
statement with the United States Securities and Exchange Commission
(the "SEC") or another relevant regulatory body,
or who are otherwise not eligible to participate in the Offer in
accordance with applicable laws or regulations. Accordingly,
Liontrust Asset Management Plc intends to structure the Offer in a
manner whereby each such holder would receive average net cash
proceeds from the sale of the Liontrust Shares that it would
otherwise be entitled to receive in the Offer (such arrangement, a
"Vendor Placement"), unless such holder makes such
representations, warranties and confirmations as Liontrust Asset
Management Plc may require, and Liontrust Asset Management Plc, in
its sole discretion, determines that such holder may receive the
Liontrust Shares without filing of a registration statement with
the SEC or another relevant regulatory body. Any sale of shares in
Liontrust Asset Management Plc pursuant to a Vendor Placement would
occur outside of the United States of America and any Restricted
Jurisdictions pursuant to a centralized sale process and would be
subject to deduction of applicable fees and expenses.
2. United
States of America
Shareholders of GAM Holding AG in the United States of America
are advised that the GAM Shares are not listed on a U.S. securities
exchange and that GAM Holding AG is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and is not
required to, and does not, file any reports with the SEC
thereunder.
The Liontrust Shares to be offered in exchange for GAM Shares
pursuant to the Offer have not been and will not be registered
under the U.S. Securities Act of 1933, as amended ("U.S.
Securities Act"), nor under any law of any state of the
United States of America, and may not be offered, sold, resold or
delivered, directly or indirectly, in or into the United States of
America, except pursuant to an exemption from the registration
requirements of the U.S. Securities Act and applicable state
securities laws. The pre-announcement to the Offer does not
constitute an offer to sell or the solicitation of an offer to buy
any securities in the United States of America. Liontrust Asset
Management Plc will not register or make a public offer of its
securities, or otherwise conduct the Offer, in the United States of
America.
The securities referred to herein have not been and are not
presently expected to be listed on any US securities exchange or
quoted on any inter-dealer quotation system in the United States of
America. None of GAM Holding AG or Liontrust Asset Management Plc
presently intends to take any action to facilitate a market in such
securities in the United States of America.
Neither the U.S. Securities and Exchange Commission, nor
any U.S. state securities commission, has approved or disapproved
of the securities to be offered
in exchange for GAM Shares pursuant to the Offer or any
related transaction or determined if the information contained
herein or in any offering circular to be prepared in connection
with the Offer is accurate or complete. Any representation to the
contrary is a criminal offense in the U.S.
As used herein, "United States of America",
"U.S." or "US" means the United
States of America, its territories and possessions (including
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.
3. United
Kingdom
The Offer is only being made within the United Kingdom pursuant
to an exemption under Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018
(as amended and together with any applicable adopting or amending
measures in the United Kingdom, the "UK Prospectus
Regulation") from the requirement to publish a prospectus
that has been approved by the UK Financial Conduct Authority and
published in accordance with the UK Prospectus Regulation.
4. European
Economic Area
The Offer is only being made within the European Economic Area
("EEA") pursuant to an exemption under Regulation
(EU) 2017/1129 (as amended and together with any applicable
adopting or amending measures in any relevant member state of the
EEA, the "Prospectus Regulation"), from the
requirement to publish a prospectus that has been approved by the
competent authority in that relevant member state and published in
accordance with the Prospectus Regulation or, where appropriate,
approved in another relevant member state and notified to the
competent authority in that relevant member state, all in
accordance with the Prospectus Regulation.
5. Japan
The Offer is not addressed to shareholders of GAM Holding AG
whose place of residence, seat or habitual abode is in Japan, and
such shareholders may not accept the offer.
Reference is made to the offer prospectus regarding the tender
offer published today for the full offer restrictions.
Other Important Information
This release contains or may contain statements that constitute
forward-looking statements. Words such as “anticipate”, “believe”,
“expect”, "estimate", "aim", “project”, “forecast”, "risk",
“likely”, “intend”, “outlook”, “should”, “could”, "would", “may”,
“might”, "will", "continue", "plan", "probability", "indicative",
"seek", “target”, “plan” and other similar expressions are intended
to or may identify forward-looking statements.
Any such statements in this release speak only as of the date
hereof and are based on assumptions and contingencies subject to
change without notice, as are statements about market and industry
trends, projections, guidance and estimates. Any forward-looking
statements in this release are not indications, guarantees,
assurances or predictions of future performance and involve known
and unknown risks, uncertainties and other factors, many of which
are beyond the control of the person making such statements, its
affiliates and its and their directors, officers, employees, agents
and advisors and may involve significant elements of subjective
judgement and assumptions as to future events which may or may not
be correct and may cause actual results to differ materially from
those expressed or implied in any such statements. You are strongly
cautioned not to place undue reliance on forward-looking statements
and no person accepts or assumes any liability in connection
therewith.
This release is not a financial product or investment advice, a
recommendation to acquire, exchange or dispose of securities or
accounting, legal or tax advice. It has been prepared without
taking into account the objectives, legal, financial or tax
situation and needs of individuals. Before making an investment
decision, individuals should consider the appropriateness of the
information having regard to their own objectives, legal, financial
and tax situation and needs and seek legal, tax and other advice as
appropriate for their individual needs and jurisdiction.
- Ad hoc - GAM Holding AG confirms the publication of the offer
prospectus of Liontrust_EN
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