TIDMLIO
RNS Number : 3505Y
Liontrust Asset Management PLC
04 May 2023
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO JAPAN OR ANY OTHER JURISDICTION
IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE
UNLAWFUL.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF
DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018) ("UK MAR")).
LEI: 549300XVXU6S7PLCL855
For immediate release
4 May 2023
Liontrust Asset Management Plc
("Liontrust" or the "Company")
Proposed Acquisition of GAM Holding AG
Introduction
Liontrust, the specialist fund management group, today announces
that it has conditionally agreed to acquire the entire issued share
capital of GAM Holding AG ("GAM"), a global investment management
group (the "Proposed Acquisition"), by way of public exchange offer
with ordinary shares of 1 pence each in the capital of Liontrust
("Liontrust Shares" , and each individually a "Liontrust Share") to
be issued to GAM shareholders for a total consideration
representing a valuation of the entire issued share capital of GAM
of CHF 107 million (GBP96 million) (the "Consideration"),
equivalent to CHF 0.6723 per publicly held registered shares
(Namenaktien) of GAM with a nominal value of CHF 0.05 each ("GAM
Shares", and each individually a "GAM Share"), on completion of the
Proposed Acquisition ("Completion").
GAM is a global investment manager that is listed in Switzerland
and has, within its Investment Management division, assets under
management and advice ("AuMA") of CHF 23.3 billion (GBP20.9
billion) as at 31 March 2023. GAM has global distribution with
offices in 12 countries and is geographically diverse with clients
in almost every continent. It has 3,500 clients globally, of which
around 2,700 are based in Europe.
Highlights of the Proposed Acquisition:
-- Creates a global asset manager with GBP53 billion in AuMA on a pro forma basis(1) ;
-- Accelerates the development of Liontrust by meeting all seven
of our strategic objectives(2) ;
-- The Proposed Acquisition, before transaction and
re-organisation costs, is expected to be significantly earnings
enhancing with regards to adjusted diluted earnings per share for
the financial year ending 31 March 2025 (being the first full year
after Completion) and in future years;
-- The Consideration will be satisfied by the issue of 9.4
million new Liontrust Shares, and it is expected that GAM
shareholders will own approximately 12.6 per cent. of the combined
group on Completion;
-- The Proposed Acquisition is expected to complete in the 4(th) quarter of 2023;
Expands product
-- Broadens Liontrust's fund range and asset classes, including
in fixed income, thematic equities and alternatives. This provides
a platform for growth by providing enhanced client solutions
globally and reduces the correlation of returns across the fund
range through increased diversification;
-- Twelve funds will have assets of more than GBP1 billion
(seven managed by Liontrust and five by GAM) and both asset
managers have a heritage of responsible investing;
Strengthens distribution
-- Expands distribution globally, with 62% of GAM's AuMA sourced
from continental Europe while Liontrust is a leading asset manager
in the UK with the 6(th) strongest brand (Source: Broadridge);
-- Increases Liontrust's physical presence in Europe, including
a long history in Switzerland, and provides offices in Asia, and
the US and therefore a platform for expansion in those areas;
-- Creates a broader client base for the combined group's funds
globally and benefits from the existing strong relationships with
distributors of both asset managers;
Enhances investment talent
-- Adds experienced investment teams, including nine fund managers rated A to AAA by Citywire;
-- By AuMA, 75% of GAM's funds were in the 1(st) or 2(nd)
quartile of their respective sectors over 3 and 5 years to 31 March
2023;
-- Liontrust will provide an attractive home for the active fund
managers at GAM: they will benefit from Liontrust's focus on
independent, distinct processes; strong risk and compliance culture
and framework; delivery across sales and marketing; a strong brand;
financial stability; and the support provided by the business
processes and infrastructure; and
Fund management services
-- The Board understands that GAM has reached agreement in
principle to transfer all third-party fund management services
clients serviced out of Luxembourg and Switzerland to a specialist
asset servicing company active across Europe, with further details
to be announced by GAM in due course.
(1) Liontrust AuMA of GBP31,760 million as at 17 April 2023
(source: Liontrust). GAM's Investment Management division AuMA of
CHF 23,280 million (GBP20,914 million) as at 31 March 2023 (source:
GAM)
(2) Be a responsible company and investor; Deliver market
leading investment performance over the longer term; Diversify the
fund range; Expand distribution and the client base; Enhance the
investor experience; Attract and develop talent; and Develop the
business infrastructure to help drive growth.
John Ions, Chief Executive of Liontrust , said: "This is a
significant acquisition that accelerates the growth of Liontrust
through enhancing our distribution globally, product capability and
investment talent.
Liontrust and GAM are both client centric businesses that thrive
on providing solutions and first-class service. The enlarged
company will provide the platform from which to deliver this to a
broader client base.
We have been impressed by the quality of the investment teams at
GAM. There is commonality in that Liontrust and GAM are both
committed to independent and distinct processes for each of their
investment teams. Liontrust specialises in providing an environment
in which investment teams can thrive, including through the
excellence of our sales and marketing, a robust business
infrastructure, strong risk and compliance culture, and the
stability that comes with financial strength.
Liontrust is committed to the international business and client
relationships that GAM has built. We are especially pleased to have
such a strong operation in Switzerland which has been so important
to GAM's heritage.
The quality of the investment teams across the different asset
classes, the talent in the business and the breadth of the
distribution at GAM, combined with Liontrust's existing investment
capability and strong brand, sales, marketing, and communications,
gives me great confidence we will grow the enlarged business to
create long-term value.
Liontrust and GAM will work together to provide a seamless
transition for clients and enhancing the service provided in the
future. "
Peter Sanderson, CEO of GAM, said: "I am delighted we have
agreed this transaction with Liontrust. Our distinctive approaches
to investing are closely aligned, and this combination represents
the best opportunity for our talented team of professionals at GAM
to continue to provide clients with high conviction active
investment strategies. The resulting business will have a strong
balance sheet, a broader array of excellent investment products,
and a global distribution footprint from which to deliver growth
that our shareholders can participate in the future."
David Jacob, Chairman of GAM, said "I would like to thank all my
colleagues at GAM for their hard work and dedication while we
worked to determine the best option for the future of the firm. I
am confident that the loyalty of our clients will be rewarded since
they will now benefit from the increased capabilities and stability
of the combined firm. Our shareholders have been patient, and I and
my fellow Board members are unanimous in our recommendation that
they should tender their shares in response to the offer from
Liontrust."
Information on GAM
GAM is a Swiss-based independent investment manager, formed in
1983 with the aim to provide access to great investment talent.
GAM's Investment Management division has grown to AuMA of CHF 23.3
billion (GBP20.9 billion) as at 31 March 2023, using active
strategies across discretionary and specialist solutions. GAM has a
well-regarded product range, with leadership in fixed income and
multi-asset products, equating to 68% of its Investment Management
division AuMA, as well as strength in Equities, Alternatives and
Wealth Management.
GAM Investment Management division AUMA by product as at 31
March 2023:
Total UK Funds International Segregated Portfolios
(GBPm) (GBPm) Funds (GBPm) Accounts (GBPm)
(GBPm)
Equities 4,837 484 3,492 861 -
-------- --------- -------------- ----------- -----------
Fixed income 9,154 41 8,099 1,014 -
-------- --------- -------------- ----------- -----------
Multi-asset 5,018 - 3,971 1,047 -
-------- --------- -------------- ----------- -----------
Alternative 1,107 - 728 379 -
-------- --------- -------------- ----------- -----------
Wealth Management 798 - - - 798
-------- --------- -------------- ----------- -----------
Total 20,914 525 16,290 3,301 798
-------- --------- -------------- ----------- -----------
Source: GAM
GAM has a strong focus on institutional and intermediary
clients. GAM is a geographically diverse company; it has global
distribution with offices in 12 countries, it has 100 investment
professionals globally, and has clients in almost every continent,
with 97% of funds AuMA domiciled outside the UK.
The GAM Shares are listed on SIX Swiss Exchange ("SIX")
(Security Number: 10265962; ISIN: CH0102659627; ticker symbol:
GAM).
Background to and reasons for the Proposed Acquisition
The Proposed Acquisition of GAM will accelerate Liontrust's
strategic progress and growth through its broader investment
capability, global distribution and increased financial
resources.
Liontrust has seven strategic objectives and the Proposed
Acquisition will enable the business to meet all of them,
benefiting the two companies, clients, shareholders and
employees.
Deliver market leading investment performance over the longer
term: GAM's investment teams have delivered strong performance over
the long term across asset classes, and nine fund managers are
rated A to AAA by Citywire.
By AuMA, 75% of GAM's funds were in the 1(st) or 2(nd) quartile
of their respective sectors over 3 and 5 years to 31 March 2023.
Over three years, 46% of GAM funds were in the 1(st) quartile and
over five years it was 45%. Over three years, 37% of GAM funds were
in the top decile and 40% were in the top decile over five years
(source: GAM).
Liontrust provides an environment to enable investment teams to
focus on managing their portfolios without distractions within a
strong risk and compliance framework and with the support of the
rest of the business to deliver performance and a growth in
assets.
Diversify the fund range: GAM's broad range of funds and asset
classes will enhance Liontrust's product range. The expanded range
will offer the potential to grow the combined client base and
provides Liontrust with differentiated performance across the fund
range through the market cycle.
GAM's existing product offering is complementary to Liontrust's
especially in fixed income and alternatives. GAM will strengthen
Liontrust's fixed income offering, adding capabilities in: Asset
Backed securities, Emerging Markets debt, Global Credit, Global
Rates Catastrophe bonds and Insurance Linked Securities. Equities
will continue to be the largest product for the enlarged company,
with GAM adding and strengthening capabilities in: Asia, Japan and
Emerging Markets, Thematic Global Equities, Europe, Luxury Brands
and UK Income. GAM will also expand the multi-asset and
alternatives propositions and provide a capability in wealth
management.
This increased product depth will be expected to support growth
in Liontrust's market share over time and enable the Company to
better mitigate against market volatility and changing demand for
investment styles. The Proposed Acquisition will lead to a step
change in scale, with 12 funds having more than GBP1 billion of
AuMA (two for Economic Advantage, one for Global Fundamental, four
for Sustainable Investments, four for GAM Fixed Income and one for
GAM Multi-Asset) .
Liontrust intends to rebrand all GAM funds as Liontrust as soon
as possible after Completion of the Proposed Acquisition and for
the GAM business to operate under the Liontrust brand.
Expand distribution and the client base: GAM will enhance
distribution globally and provide the opportunity to increase sales
and market share. GAM's largest markets are Switzerland, Germany,
Iberia, Italy and the US, compared with the UK for Liontrust, and
therefore the two companies have limited overlap in distribution by
source of AuMA. The Proposed Acquisition also presents the
opportunity to access and develop nascent markets such as the
Americas and Asia-Pacific, where GAM has a presence.
Be a responsible company and investor : Liontrust and GAM are
both committed to being responsible investors. The Proposed
Acquisition will provide the resources and focus to continue to
develop this.
Enhance the investor experience : Liontrust and GAM are both
focused on providing excellent client service and the enlarged
company will deliver engaging experiences for investors
globally.
Attract and develop talent : The experienced fund managers and
other employees at GAM will benefit from the environment at
Liontrust, the enhanced distribution, strong brand and marketing,
and the resources of the enlarged company.
Develop the business infrastructure to help drive growth : The
combined infrastructure, single operating model and the rigorous
Liontrust business processes will benefit GAM's investment teams,
employees and clients. The combined entity will benefit from
economies of scale, with expected cost savings enabling Liontrust
to invest in distribution, marketing and client servicing.
Liontrust current trading update
On 19 April 2023, Liontrust released its trading update for both
the 12 months and three months ended 31 March 2023, the highlights
from this trading update are noted below:
-- Adjusted profit before tax(1) to be ahead of market
expectations for the financial year ended 31 March 2023 and will be
not less than GBP86 million;
-- Net outflows of GBP2.0 billion in the three-month period
ending 31 March 2023 and GBP4.8 billion for the financial year
ended 31 March 2023;
-- AuMA were GBP31.4 billion as at 31 March 2023, a decrease of
3.6% over the three month period; and
-- AuMA as at 17 April 2023 were GBP31.8 billion.
(1) Adjusted profit before tax is an alternative performance
measure. See page 30 of the Liontrust Annual Report and Financial
Statements 2022 for further details.
Details of the Proposed Acquisition
The Company has conditionally agreed to acquire the entire
issued share capital of GAM for the Consideration, valuing each GAM
Share at CHF 0.6723. It is expected that Liontrust will offer
0.0589 Liontrust Shares for one (1) GAM Share (the "Exchange
Ratio")(1) . The Consideration represents a valuation of the entire
issued share capital of GAM of CHF 107 million (GBP96 million) and
a 16 per cent. discount to the closing GAM Share price on 3 May
2023, the latest practicable date prior to this announcement. The
Consideration will be satisfied by the issue of 9,377,259 new
ordinary shares(2) in Liontrust, and it is expected that GAM
shareholders will own approximately 12.6 per cent. of the combined
group on Completion.
(1) The Exchange Ratio will be reduced or increased by the gross
amount of any dilutive effects in respect of the GAM Shares and/or
the Liontrust Shares prior to Completion.
(2) Liontrust Shares are to be issued using the Exchange Ratio
which is calculated using a price of GBP10.1876 per Liontrust
Share, being the 60-day VWAP to 3 May 2023. and the average GBP/CHF
exchange rate of 1.1197 over the last sixty 60 trading days to 3
May 2023.
The Board understands that GAM shareholders, including directors
and senior management of GAM, representing approximately 19.6% of
GAM's issued share capital have already indicated that they will
support the Proposed Acquisition.
Based on March 2023, annualised run-rate revenues for GAM's
Investment Management division of CHF 118 million (GBP106 million),
the Consideration values GAM at 0.9 times revenues(3) , a material
discount to the prevailing rating of listed asset managers in
Europe.
(3) The Based on Consideration of CHF 107 million divided by
March 2023 annualised run-rate revenues of CHF 118 million.
Liontrust intends to launch a public exchange offer ("Offer" or
"Exchange Offer") for GAM on or around 9 June 2023, pursuant to
article 125 et seq. of the Swiss Federal Act on Financial Market
Infrastructures and Market Conduct in Securities and Derivatives
Trading of 19 June 2015, as amended, for all GAM Shares (the "Offer
Prospectus").
The Proposed Acquisition constitutes a Class 1 transaction under
the UK Listing Rules. Accordingly, it is subject to the approval of
the Company's shareholders ("Shareholders"), which is to be sought
at a general meeting before Completion (the "General Meeting"). A
circular containing full details of the Proposed Acquisition will
be published in due course, on or around the same day as the Offer
Prospectus with the General Meeting taking place at least 21 clear
days later. The Board intends to recommend that Shareholders vote
in favour of the Proposed Acquisition.
Completion is conditional upon, inter alia, obtaining applicable
regulatory approvals and GAM's exit ("FMS Exit") from its Fund
Management Services business, which provides administration
services to third party clients, as well as the Exchange Offer in
respect of the Proposed Acquisition being accepted by GAM
shareholders representing at least 66 2/3 per cent. of the issued
share capital of GAM, the admission of the new Liontrust Shares to
the London Stock Exchange and the Offer becoming unconditional in
all respects and not having been terminated in accordance with its
terms prior to Completion. Completion is also conditional on
Liontrust shareholders approving the Proposed Acquisition at the
General Meeting and subject to GAM adhering to customary
pre-closing obligations regarding the conduct of its business.
Subject to the satisfaction of the applicable conditions,
Completion is expected to take place in the fourth quarter of
2023.
Liontrust has also agreed to provide GAM with two tranches of
short-term secured financial support in an aggregate amount of up
to GBP17.8 million (" Financial Support "). The main purpose of
this Financial Support is to enable the acceleration of
restructuring activity within GAM and between GAM group entities,
to include the FMS Exit, and therefore is included in the
Re-organisation Costs (see Financial effects section below for
further details). These arrangements will terminate on 31 December
2023 if the Proposed Acquisition has not completed by that
date.
Alantra Corporate Finance LLP is acting as Lead Financial
Adviser to the Company in connection with the Proposed
Acquisition.
Singer Capital Markets Advisory LLP is acting as Sole Sponsor,
Financial Adviser and Sole Broker to the Company in connection with
the Proposed Acquisition.
Deloitte LLP is acting as Reporting Accountant and Dentons UK
and Middle East LLP as Legal Adviser to the Company in connection
with the Proposed Acquisition.
Indicative Timetable for Proposed Acquisition
An indicative timetable for the Proposed Acquisition is provided
below. The indicative timetable has been prepared based on the
intended publication of the Offer Prospectus on 9 June 2023 and is
provided for information purposes only. The dates provided in the
timeline are subject to change and Shareholders should not place
any reliance on these:
Publication of Circular and 9 June 2023
Offer Prospectus
Publication of the Company's 21 June 2023
Final Results
------------------
Publication of interim results 23 June 2023
for GAM and publication of a
supplementary circular following
Liontrust and GAM financial
results
------------------
Liontrust General Meeting 7 July 2023
------------------
GAM Initial Offer Period 26 June 2023 - 21
July 2023
------------------
Publication of Definitive Results 17 August 2023
Offer
------------------
Anticipated Completion/Settlement Q4 2023
------------------
Proposed Acquisition Longstop 31 December 2023
Date
------------------
Financial effects
The audited value of the GAM's gross assets was CHF 353 million
(GBP317 million) as at 31 December 2022. The audited loss before
tax for GAM for the year ended 31 December 2022 was CHF 266 million
(GBP239 million).
In the financial year to 31 December 2022, GAM audited revenues
were CHF 172 million (GBP154 million) of which Investment
Management division's revenues were CHF 141 million (GBP126
million) . Unaudited run rate revenues (March 2023 revenues
annualised) for GAM Investment Management division were CHF 118
million (GBP106 million) on a revenue margin of 0.50%.
The Proposed Acquisition will require the Company to incur
transaction costs of approximately GBP11 million ("Deal Costs")
which will be treated as exceptional items to be incurred in the
financial years endings 31 March 2023 and 31 March 2024.
Overall, Liontrust expects to deliver total cost savings of CHF
64 million (GBP57 million), primarily via a reduction of duplicate
administration costs, including savings from duplication of
personnel, co-location in GAM's London Office and rationalisation
of other costs, for example data and technology.
The expected cost to implement full run-rate synergies and
integration plan is CHF 51 million (GBP45 million)
("Re-organisation Costs"), excluding Deal Costs, which will be
treated as exceptional items to be incurred in the financial years
ending 31 March 2024 and 31 March 2025. The majority of synergies
will be realised in the first 12 months, with the full CHF 64
million (GBP57 million) benefits realised in the second year
following Completion. As mentioned above, Liontrust has entered
into an agreement to provide Financial Support, which will be
provided in two equal tranches, with a final maturity date of 31
December 2023. The Financial Support is principally secured against
the investment management agreements of GAM International
Management Limited. The main purpose of this Financial Support is
to enable the acceleration of restructuring activity within GAM and
between GAM group entities, to include the FMS Exit, and therefore
is included in the Re-organisation Costs.
Following the full execution of Liontrust's integration plan in
first 12 months, the Board expects GAM to contribute Adjusted
operating margin(1) approximately twenty per cent. lower than
market expectation of Liontrust's margin in the financial year
ending 31 March 2025 and thereafter.
Financial benefits will be experienced before the integration
plan is completed. The Board expects the Proposed Acquisition to be
significantly earnings accretive in the first full year following
expected Completion (i.e., Liontrust's financial year ending 31
March 2025) with regards to our adjusted diluted earnings per
share(1) .
(1) Adjusted operating margin is an alternative performance
measure. See page 30 of the Liontrust Annual Report and Financial
Statements 2022 for further details.
The person responsible for arranging the release of this
announcement on behalf of the Company is Vinay Abrol, Chief
Financial Officer & Chief Operating Officer of the Company.
Note, all CHF to GBP conversions have been done at a GBP/CHF
conversion rate of 1.1131 on 3 May 2023 (source: Bloomberg), unless
otherwise stated.
For further information please contact:
Teneo (Tel: 020 7353 4200, Email: liontrust@teneo.com)
Tom Murray or Stephanie Mackrell
Liontrust Asset Management Plc (Tel: 020 7412 1700, Website:
liontrust.co.uk)
John Ions: Chief Executive
Vinay Abrol: Chief Financial Officer & Chief Operating
Officer
Simon Hildrey: Chief Marketing Officer
David Boyle: Head of Corporate Development
Alantra Corporate Finance LLP (Tel: 020 7246 0500)
Lead Financial Adviser
JP McGrath, Jake Delaney, André Chetty
Singer Capital Markets Advisory LLP (Tel: 020 7496 3000)
Sole Sponsor, Financial Adviser and Sole Broker
Stephen Howard, Tom Salvesen, Justin McKeegan, Asha Chotai
This announcement should be read in its entirety. In particular,
you should read and understand the information provided in the
"Important Notices" section of this announcement.
IMPORTANT NOTICES
Alantra Corporate Finance LLP (Alantra), which is regulated in
the United Kingdom by the Financial Conduct Authority is acting as
lead financial adviser to Liontrust and no one else in connection
with the Proposed Acquisition and shall not be responsible to
anyone other than Liontrust for providing the protections afforded
to clients of Alantra nor for providing advice in connection with
the Proposed Acquisition or any matter referred to herein. Neither
Alantra nor any of its group undertakings or affiliates owes or
accepts any duty, liability or responsibility whatsoever (whether
direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Alantra in
connection with the Proposed Acquisition or any matter referred to
herein.
Singer Capital Markets Advisory LLP (Singer) which is regulated
in the United Kingdom by the Financial Conduct Authority is acting
as sole sponsor, financial adviser and sole broker to Liontrust and
no one else in connection with the Proposed Acquisition and shall
not be responsible to anyone other than Liontrust for providing the
protections afforded to clients of Singer nor for providing advice
in connection with the Proposed Acquisition or any matter referred
to herein. Neither Singer nor any of its group undertakings or
affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Singer in connection with the Proposed Acquisition or any matter
referred to herein.
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 Proposed Acquisition
or otherwise, nor shall there be any sale, issuance or transfer of
securities of GAM in any jurisdiction in contravention of
applicable law. The Offer will be made solely by means of the Offer
Prospectus which will contain the full terms and conditions of the
Offer including details of how it may be accepted.
Liontrust will prepare the Circular to be distributed to its
shareholders containing information on the Liontrust Shares.
Liontrust urges GAM Shareholders to read the Offer Prospectus
carefully when it becomes available because it will contain
important information in relation to the Offer, the Liontrust
Shares and the combined group. Liontrust urges its shareholders to
read the Circular carefully when it becomes available. Any vote in
respect of resolutions to be proposed at the Liontrust General
Meeting to approve the Proposed Acquisition or related matters,
should be made only on the basis of the information contained in
the Circular.
This Announcement does not constitute a prospectus or prospectus
equivalent document. No prospectus or prospectus equivalent
document has been or will be made available in connection with the
issue of the Liontrust Shares nor admission to the premium segment
of the Official List nor to trading on the London Stock Exchange
and no such prospectus is required to be published (in accordance
with 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 ).
Persons needing advice should consult a qualified independent
legal adviser, business adviser, financial adviser or tax adviser
for legal, financial, business or tax advice.
Overseas jurisdictions
1. General
The distribution of this Announcement and any other materials
relating to the Offer 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 or any of their 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 this
Announcement and any other materials relating to the Offer or into
whose possession this Announcement and any other materials relating
to the Offer otherwise comes, are required to, and should in-form
themselves of and observe, all such restrictions. Neither Liontrust
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 Juris-dictions.
This Announcement and any other materials relating to the Offer,
and any and all materials related thereto, 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 this Announcement and any other materials
relating to the Offer 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 per-sons receiving any such documents (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 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 re-serves the right to
reject such acceptance. Such documents relating to the Offer must
not be used for the purpose of soliciting the purchase or sale of
any GAM Shares or 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 the Offeror in accordance with applicable
law and regulations: (i) such person has not received the Offer,
the Offer Prospectus, 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 ex-change, 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, the
Offeror intends to make available a "vendor placement" arrangement
with respect to the Offer for holders of GAM Shares in the United
States and any other jurisdictions where, in the sole discretion of
Liontrust, 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, the Offeror 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 may require, and
Liontrust, 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 Liontrust Shares pursuant to a Vendor Placement would occur
outside of the United States 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 in the United States are advised that the
GAM Shares are not listed on a U.S. securities exchange and that
GAM 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 Offer will be made for the issued and outstanding shares of
GAM, which is domiciled in Switzerland, and is subject to Swiss
disclosure and procedural requirements. The Offer is made in the
United States pursuant to Section 14(e) and Regulation 14E under
the Exchange Act, subject to the exemption provided under Rule
14d-1(d) under the Exchange Act, and otherwise in accordance with
the disclosure and procedural requirements of Swiss law, including
with respect to the Offer timetable, settlement procedures,
withdrawal, waiver of conditions and timing of payments, which are
different from those of the United States. In particular, the
financial information included in this Announcement has been
prepared in accordance with International Financial Reporting
Standards, which may not be comparable to the financial statements
or financial information of U.S. companies. The Offer is made to
GAM's shareholders resident in the United States on the same terms
and conditions as those made to all other shareholders of GAM to
whom an offer is made. Any informational documents, including this
Announcement, are being disseminated to U.S. shareholders on a
basis comparable to the method that such documents are provided to
GAM's other shareholders.
Neither the SEC nor any U.S. state securities commission has
approved or disapproved the Offer, passed upon the merits or
fairness of the Offer, or passed any comment upon the adequacy,
accuracy or completeness of the disclosure in relation to the
Offer. Any representation to the contrary is a criminal offence in
the United States.
To the extent permissible under applicable law or regulations,
the Offeror and its affiliates or its brokers and its brokers'
affiliates (acting as agents for the Offeror or its affiliates, as
applicable) may from time to time and during the pendency of the
Offer, and other than pursuant to the Offer, directly or indirectly
purchase or arrange to purchase Shares or any securities that are
convertible into, exchangeable for or exercisable for Shares. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. To the extent
information about such purchases or arrangements to purchase is
made public in Switzerland, such information will be disclosed by
means of a press release or other means reasonably calculated to
inform U.S. shareholders of GAM of such information. In addition,
the financial advisers to the Offeror may also engage in ordinary
course trading activities in securities of GAM, which may include
purchases or arrangements to purchase such securities. Any
information about such purchases will be made public in Switzerland
to the extent, and in the manner required, by Swiss law.
To the extent the Offer is subject to U.S. securities laws,
those laws only apply to U.S. holders of Shares and will not give
rise to claims on the part of any other person. It may be difficult
for GAM's shareholders to enforce their rights and any claims they
may have arising under the U.S. federal securities laws, since
Liontrust and GAM are located in non-U.S. jurisdictions and some or
all of their respective officers and directors may be residents of
non-U.S. jurisdictions. GAM shareholders may not be able to sue the
Offeror or GAM or their respective officers or directors in a
non-U.S. court for violations of the U.S. federal securities laws.
It may be difficult to compel the Offeror and GAM and their
respective affiliates to subject themselves to a U.S. court's
judgment. Judgments of US courts are generally not enforceable in
either Switzerland or England and Wales. 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 the US federal securities laws. Further, it
may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgment. In addition, original
actions, or actions for the enforcement of judgments of US courts,
based on the civil liability provisions of the US federal
securities laws, may not be enforceable in Switzerland or England
and Wales.
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.
This Announcement does not constitute an offer to sell or the
solicitation of an offer to buy any securities in the United States
of America. Liontrust 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.
None of GAM or Liontrust presently intends to take any action to
facilitate a market in such securities in the United States.
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
in-formation 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 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 ex-emption 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 whose place of
residence, seat or habitual abode is in Japan, and such
shareholders may not accept the offer.
Forward looking statements
This Announcement (including information incorporated by
reference in this Announcement), oral statements made regarding the
Offer, and other information published by Liontrust and GAM contain
statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of Liontrust and GAM
about future events, and are therefore subject to risks and
uncertainties which could cause actual results to differ materially
from the future results expressed or implied by the forward-looking
statements.
The forward-looking statements contained in this Announcement
include statements relating to the expected effects of the Offer on
Liontrust and GAM, the expected timing and scope of the Offer and
other statements other than historical facts. Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not
expect", "is expected", "is subject to", "budget", "scheduled",
"estimates", "forecasts", "intends", "anticipates" or "does not
anticipate", or "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "should", "would", "might" or "will" be taken, occur or be
achieved. Although Liontrust and GAM believe that the expectations
reflected in such forward-looking statements are reasonable,
Liontrust and GAM can give no assurance that such expectations will
prove to be correct. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results
and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include
the satisfaction of the Conditions, as well as additional factors,
such as fluctuations in the capital markets; fluctuations in
interest and exchange rates; increased regulation or regulatory
scrutiny; the occurrence of unforeseen disasters or catastrophes;
political or economic instability in principal markets; adverse
outcomes in litigation; and general, local and global economic,
political, business and market conditions. Other unknown or
unpredictable factors could cause actual results to differ
materially from those in the forward-looking statements. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither Liontrust nor GAM, nor any of their
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward-looking statements
in this Announcement will actually occur. You are cautioned not to
place undue reliance on these forward looking statements. Other
than in accordance with their legal or regulatory obligations
(including under the UK Listing Rules and the Disclosure Guidance
and Transparency Rules of the FCA), neither Liontrust or GAM is
under any obligation, and Liontrust and GAM expressly disclaim any
intention or obligation, to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
No profit forecasts or profit estimates
No statement in this Announcement is intended as a profit
forecast or profit estimate.
Other Information
Persons (including, without limitation, nominees and trustees)
who have a contractual or other legal obligation to forward a copy
of this announcement should seek appropriate advice before taking
any action.
Neither the content of Liontrust's website (or any other
website) nor the content of any website accessible from hyperlinks
on Liontrust's website (or any other website) is incorporated into
or forms part of this Announcement.
This Announcement has been prepared for the purposes of
complying with applicable law and regulation in the United Kingdom
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction
outside the United Kingdom.
If you are in any doubt about the contents of this announcement
you should consult your stockbroker, bank manager, solicitor,
accountant or other financial adviser.
APPIX I
GAM PRE-ANNOUNCEMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN OR INTO JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF APPLICABLE LAWS
Pre-announcement of the public exchange offer
of
Liontrust Asset Management PLC
(or by one of its directly or indirectly controlled
subsidiaries, in which case Liontrust Asset Management PLC will
guarantee such subsidiary's obligations to the extent required)
for all publicly held registered shares with a nominal value of
CHF 0.05 each of
GAM Holding Ltd., Zurich, Switzerland
(the "Pre-Announcement")
A. Background
Subject to and in accordance with the terms and conditions set
forth below, Liontrust Asset Management PLC, a public limited
company governed by the laws of England and Wales with its
registered office in London, United Kingdom, which is a specialist
fund management company and the shares of which are listed on the
London Stock Exchange (Security Number: 0738840; ISIN:
GB0007388407; ticker symbol: LIO) ("Liontrust" or the "Offeror"),
intends to launch a public exchange offer (the "Offer" or the
"Exchange Offer") on or around 9 June 2023, pursuant to article 125
et seqq. of the Swiss Federal Act on Financial Market
Infrastructures and Market Conduct in Securities and Derivatives
Trading of 19 June 2015, as amended, for all publicly held
registered shares (Namenaktien) of GAM Holding Ltd., Zurich,
Switzerland ("GAM" or the "Company"), with a nominal value of CHF
0.05 each (the "GAM Shares", and each individually a "GAM Share").
The GAM Shares are listed on SIX Swiss Exchange (Security Number:
10265962; ISIN: CH0102659627; ticker symbol: GAM).
Liontrust reserves the right to launch the Offer through one of
its directly or indirectly controlled subsidiaries (each a
"Subsidiary", and together the "Subsidiaries"), in which case
Liontrust will guarantee such Subsidiary's obligations to the
extent required.
On 4 May 2023, Liontrust entered into a transaction agreement
with the Company (the "Transaction Agreement"). Under the terms of
the Transaction Agreement, the board of directors of the Company
agreed, inter alia, to unanimously recommend that shareholders of
the Company accept the Offer. The Company has engaged IFBC AG to
provide a fairness opinion. IFBC's fairness opinion will be made
available to shareholders as part of the report of the board of
directors of the Company regarding the Offer.
B. Main terms of the Offer
The Offer is expected to be made on the following main
terms:
1. Object of the Offer
Except as specified below, and subject to the Offer restrictions
set forth in Section D. below, the Offer will extend to all
publicly held GAM Shares, including all GAM Shares that will be
issued by the Company upon the exercise of outstanding share
options and similar share entitlements under any employee option,
incentive or similar plan before the expiration of the Additional
Acceptance Period (as defined in Section B.3. below) and GAM Shares
held by The GAM Employee Benefit Trust. The Offer will not extend
to GAM Shares that are held by the Company or any of its
subsidiaries.
2. Offer Shares / Exchange Ratio
It is expected that Liontrust will offer 0.0589 ordinary shares
of Liontrust with a nominal value of GBP 0.01 each (the "Liontrust
Shares", and each individually a "Liontrust Share") for one (1) GAM
Share (the "Exchange Ratio").
On the basis of the volume-weighted average price of the
on-exchange trades in Liontrust Shares on the London Stock Exchange
over the last sixty (60) trading days on the London Stock Exchange
prior to this Pre-Announcement and the average GBP/CHF exchange
rate of 1.1197 (16:00 GMT Fixing), accessed through Bloomberg
(BFIX)) over the last sixty (60) trading days on the London Stock
Exchange prior to the publication of this Pre-Announcement, the
Offer values each of the GAM Shares at CHF 0.6723.
The Exchange Ratio will be reduced or increased by the gross
amount of any dilutive effects in respect of the GAM Shares and/or
the Liontrust Shares prior to the settlement of the Offer (the
"Settlement"). Dilutive effects include, inter alia, distributions
of any kind (e.g., dividend payments, distributions as a result of
a capital reduction etc.) other than ordinary course interim or
final cash dividends of Liontrust as further described below,
capital increases (except for capital increases of GAM or Liontrust
based on the exercise of options and similar rights to acquire GAM
Shares or Liontrust Shares that are outstanding under employee
participation and similar plans on the date of this
Pre-Announcement and that are, on the date of their exercise,
exercisable under the relevant plan and except for the capital
increase of Liontrust to create the Liontrust Shares to be
delivered under the Offer, including to meet entitlements under GAM
employee participation and similar plans which are rolling over as
part of the Offer), spin-offs, demergers, mergers and similar
transactions, disposals of assets below or acquisitions of assets
above their market value, the issuance or sale of GAM Shares by the
Company or its subsidiaries respectively, of Liontrust Shares by
Liontrust or its Subsidiaries or persons acting in concert with
Liontrust at an issuance or sales price below, or the purchase of
the same at a price above, the stock market price, or the issuance
of option and/or conversion rights or other financial instruments
relating to the GAM Shares and/or the Liontrust Shares, except for
the issuance or sale and/or delivery by the Company of any GAM
Shares or financial instruments thereon or Liontrust of any
Liontrust Shares or financial instruments thereon under any of the
Company's or Liontrust's equity plans. Dilutive effects do not
include ordinary course interim and final cash dividends of
Liontrust declared in accordance with its dividend policy as stated
at the date hereof and paid in accordance with its usual practice
and these will therefore not result in any adjustment to the
Exchange Ratio. Dilutive effects also do not include the FMS Exit
(as defined below in Section B.4.i)).
No fractions of Liontrust Shares will be issued as part of the
Offer. The fractions to which a GAM shareholder who has accepted
the Offer may be entitled will be aggregated. If a fraction of
Liontrust Shares must still be delivered following such
aggregation, the number of Liontrust Shares to be delivered under
the Offer will be rounded down to the first whole number. The
Liontrust Shares corresponding to the sum of the remaining
fractions will be sold in the open market by the Offeror or its
agent and converted into Swiss Francs at the GBP/CHF exchange rate
determined using the 16:00 GMT Fixing accessed through Bloomberg
(BFIX) and published on the trading day preceding the Settlement,
or if no rate is published on that day, on the last day for which
such rate was published. A cash amount corresponding to the net
proceeds of the sale of each fraction shall be transferred to the
GAM shareholders entitled to such fractions.
3. Cooling-Off Period, Main Offer Period and Additional Acceptance Period
The offer prospectus relating to the Offer (the "Offer
Prospectus") is expected to be published on or around 9 June 2023.
Following the expiry of a cooling-off period of ten (10) trading
days on SIX Swiss Exchange (the "Cooling-Off Period"), the Offer is
expected to be open for acceptance for twenty (20) trading days on
SIX Swiss Exchange (the "Main Offer Period"), i.e., assuming the
Offer Prospectus will be published on 9 June 2023, from 26 June
2023 until 21 July 2023, 16:00 CEST. The Offeror reserves the right
to extend the Main Offer Period once or several times to a maximum
of forty (40) trading days on SIX Swiss Exchange. An extension of
the Main Offer Period beyond forty (40) trading days on SIX Swiss
Exchange would require the prior consent of the Swiss Takeover
Board. If any registration statements relating to the Offer are not
declared effective by the competent authorities prior to the
expiration of the (possibly extended) Main Offer Period, the
Offeror will request an extension of the Main Offer Period beyond
forty (40) trading days on SIX Swiss Exchange from the Swiss
Takeover Board. After expiry of the (possibly extended) Main Offer
Period and if the Offer is declared successful (zustande gekommen),
there will be an additional acceptance period of ten (10) trading
days on SIX Swiss Exchange for the subsequent acceptance of the
Offer (the "Additional Acceptance Period"). Unless the Cooling-Off
Period and/or the Main Offer Period are extended, the Additional
Acceptance Period is expected to commence on 28 July 2023 and end
on 11 August 2023 at 16:00 CEST.
4. Offer Conditions
The Offer is expected to be subject to the following conditions
(the "Offer Conditions"):
a) Minimum acceptance level: By the end of the (possibly
extended) Main Offer Period, the Offeror shall have received valid
and irrevocable acceptances for such number of GAM Shares
representing, when combined with GAM Shares the Offeror or its
Subsidiaries (but not including the GAM Shares held by the Company
and its subsidiaries) will own at the end of the (possibly
extended) Main Offer Period, at least 66(2) /(3) % of the fully
diluted share capital of GAM as at the end of the (possibly
extended) Main Offer Period (i.e., of all GAM Shares issued as at
such date plus all GAM Shares the issuance of which (i) has been
resolved by a shareholders' meeting or the board of directors of
GAM before such date, or (ii) may occur through the exercise of
options or conversion or other rights for the issuance,
acquisition, transfer or receipt of GAM Shares which are issued at,
or the issuance of which has been resolved by the shareholders'
meeting or the board of directors of GAM before, such date).
b) Merger clearances and other approvals: All waiting periods
applicable to the acquisition of the Company by the Offeror shall
have expired or been terminated and all competent merger control
and other authorities and, if applicable, courts, in all relevant
jurisdictions shall have approved (or cleared, as applicable) the
Offer, its Settlement and the acquisition of the Company and
indirect control of its subsidiaries by the Offeror.
c) Registration in the share register of the Company: The board
of directors of the Company shall have resolved to register
Liontrust and/or any other company controlled and designated by
Liontrust in the share register of the Company as shareholder(s)
with voting rights with respect to all GAM Shares that Liontrust or
any of its Subsidiaries have acquired or may acquire, and Liontrust
and/or any other company controlled and designated by Liontrust
shall have been recorded in the share register of the Company with
respect to all GAM Shares effectively acquired by Liontrust or any
of its Subsidiaries.
d) Resignation and election of members of the board of directors
of the Company or mandate agreements: Subject to the fulfilment or
waiver of all other Offer Conditions, (i) all incumbent members of
the board of directors of the Company shall have resigned from
their functions on the boards of directors of the Company and its
subsidiaries with effect from the Settlement at the latest, and a
general meeting of the Company's shareholders shall have elected
the persons designated by Liontrust as members of the board of
directors of the Company with effect as of the Settlement (and no
other person shall have been elected as member of the board of
directors of the Company), or (ii) a sufficient number of members
of the board of directors of the Company shall have resigned from
their functions on the board of directors of the Company and its
subsidiaries and/or entered into (and not subsequently terminated)
a mandate agreement with the Offeror, in each case with effect as
of the Settlement, so that the Offeror will directly or indirectly
control the board of directors of the Company effective as of the
Settlement.
e) Liontrust shareholder approval: The passing at a general
meeting of Liontrust (or at any adjournment thereof) of such
resolution or resolutions as are necessary to approve, implement
and effect the Offer and the acquisition of any GAM Shares
including a resolution or resolutions to authorize the allotment of
new Liontrust Shares for the purpose of implementing the Offer
("New Liontrust Shares") and approve the Offer in accordance with
Class 1 requirements under UK Listing Rule 10.5.1R(2) (as such
resolutions shall be set out in the circular to be issued by
Liontrust in due course).
f) Admission to listing of New Liontrust Shares: The UK
Financial Conduct Authority having acknowledged to Liontrust or its
agent (and such acknowledgement not having been withdrawn) that the
application for the admission of New Liontrust Shares to the
official list maintained by the UK Financial Conduct Authority with
a premium listing has been approved and (after satisfaction of any
conditions to which such approval is expressed to be subject
("Listing Conditions")) will become effective as soon as a dealing
notice has been issued by the UK Financial Conduct Authority and
any Listing Conditions having been satisfied.
g) Admission to trading of New Liontrust Shares: The London
Stock Exchange having acknowledged to Liontrust or its agent (and
such acknowledgement not having been withdrawn) that the New
Liontrust Shares will be admitted to trading on the main market for
listed securities of the London Stock Exchange.
h) No adverse resolution of the shareholders' meeting of the
Company: No shareholders' meeting of the Company shall have: (i)
resolved upon or approved any dividends or other distribution or
capital reduction in the aggregate amount or with an aggregate
value of more than CHF 35.3 million (which, according to the annual
report of GAM for the year ended 31 December 2022, corresponds to
approximately 10% of GAM's consolidated assets (konsolidierte
Bilanzsumme) as of 31 December 2022), (ii) resolved upon or
approved any purchase, spin-off (Abspaltung), transfer of assets
and liabilities (Vermögensübertragung) or any other disposal of
assets other than the FMS Exit (as defined below) (a) relating to
the acquisition or disposal of assets under management of more than
CHF 7.5 billion (which, according to the annual report of GAM for
the year ended 31 December 2022, corresponds to approximately 10%
of GAM's consolidated assets under management as of 31 December
2022), or (b) contributing in the aggregate more than CHF 17.2
million to the revenues (Umsatz) of GAM (which, according to the
annual report of GAM for the year ended 31 December 2022,
corresponds to approximately 10% of the consolidated revenues of
GAM for the financial year 2022); (iii) resolved upon or approved
any merger, demerger (Aufspaltung) or ordinary capital increase of
the Company, increase of the conditional capital of the Company or
any capital band or any change of the Company's existing share
capital structure (including the introduction of a new share
category); or (iv) adopted an amendment of the articles of
association of the Company to introduce any transfer restrictions
(Vinkulierungen) or voting limitations
(Stimmrechtsbeschränkungen).
i) Implementation of the FMS Exit: The FMS Exit having been
implemented. For the purposes of this Pre-Announcement:
"FMS Exit" means exit of the Company and its subsidiaries from
the fund management services business undertaken by the Company's
subsidiaries in Luxembourg and Switzerland in respect of all third
party funds that have no GAM branding, including through those
subsidiaries transferring or terminating the FMS Service Contracts
in accordance with their terms and applicable law, such that those
subsidiaries have ceased to provide services under such contracts,
subject always to those subsidiaries complying with all necessary
regulatory approvals or directions in relation to the exit from
that business.
"FMS Service Contracts" means all contracts, agreements and
arrangements pursuant to which all third party funds that have no
GAM branding receive fund management services from the Company's
subsidiaries in Luxembourg and Switzerland.
j) No prohibition: No judgment, decision, order or any other
authoritative measure shall have been issued that prevents,
prohibits or declares illegal the Offer or its Settlement.
k) No obligation to acquire or sell material assets or to incur
or repay material indebtedness: With the exception of the
obligations that have been made public prior to or together with
the publication of this Pre-Announcement or that are related to the
Offer (including the FMS Exit) or arise from its Settlement,
between 31 December 2022 and the transfer of control to the
Offeror, the Company and its subsidiaries shall not have undertaken
(i) any acquisition or sale of assets under management of more than
CHF 7.5 billion (which, according to the annual report of GAM for
the year ended 31 December 2022, corresponds to approximately 10%
of GAM's consolidated assets under management as of 31 December
2022), or (ii) to incur or repay any indebtedness in the aggregate
amount of more than CHF 35.3 million (which, according to the
annual report of GAM for the year ended 31 December 2022,
corresponds to approximately 10% of GAM's consolidated assets
(konsolidierte Bilanzsumme) as of 31 December 2022).
Subject to applicable law, the Offeror reserves the right to
waive the Offer Conditions set forth above in full or in part.
Condition a) will apply until the end of the (possibly extended)
Main Offer Period.
Conditions b), c), d), e), f), g), h), i), j) and k) will apply
until the Settlement, although conditions c), d) and e) will apply
until no later than the date on which the competent corporate body
of GAM or Liontrust adopts the required resolution, if such date is
before the Settlement.
If any of conditions a) or, if the respective corporate body of
GAM or, as the case may be, Liontrust resolves on the matters
specified in condition c) or d) or, as the case may be, e) prior to
the expiration of the (possibly extended) Main Offer Period, c), d)
and e) (with respect to the resolutions of corporate bodies
mentioned therein) has not been satisfied and also not waived by
the end of the (possibly extended) Main Offer Period, the Offeror
has the right to declare the Offer as unsuccessful.
If any of conditions c), d) and e) (if and to the extent still
applicable; see preceding paragraphs) or h), j) and k) has not been
satisfied and also not waived by the (anticipated) Settlement date,
the Offeror shall be entitled (but not obliged) to declare the
Offer unsuccessful or to declare a General Deferral (as defined
below).
If any of conditions b), f), g) or i) has not been satisfied and
also not waived by the (anticipated) Settlement date, the Offeror
is obliged to defer the Settlement for a period of up to four (4)
months after the expiration of the Additional Acceptance Period
(any such deferral, the "General Deferral").
To the extent any of conditions b), f), g) or i) has not been
satisfied or waived by the expiration date of the General Deferral
and it is reasonably expected to be capable of being satisfied
prior to 31 December 2023, the Offeror shall be obliged to defer
the Settlement for a period of such length as reflects the period
reasonably required to allow satisfaction of all such unsatisfied
or unwaived conditions (the "Additional Deferral"), provided that
in no circumstances shall the Offeror be obliged to defer the
Settlement beyond 31 December 2023 (and the Offeror shall use its
commercially reasonable best efforts to obtain the approval from
the Swiss Takeover Board for any such Additional Deferral, if
required). Any further deferral of Settlement beyond such
Additional Deferral shall be at the sole discretion of the Offeror,
unless to the extent the Swiss Takeover Board obliges the Offeror
to such further deferral, and subject always to the Swiss Takeover
Board approving the Offeror instigating such further deferral (any
such further deferral, together with any Additional Deferral and
the General Deferral, the "Deferral").
During the Deferral, the Offer shall continue to be subject to
conditions b), f), g), h), i), j) and k) and, if and to the extent
still applicable (see preceding paragraphs), conditions c), d) and
e), as long as, and to the extent, such conditions have not been
satisfied or waived. Unless the Offeror applies for, and the Swiss
Takeover Board approves, an additional deferral of the Settlement,
the Offeror will declare the Offer unsuccessful if such conditions
have not been satisfied or waived during the Deferral.
C. Takeover Proceedings
1. Decision of the Swiss Takeover Board
On 21 April 2023, the Swiss Takeover Board issued the following
decision (Verfügung) (unofficial translation of the German
original):
"1. Liontrust Investment Partners LLP is found to be acting in
concert with Liontrust Asset Management PLC with respect to a
public exchange offer to acquire the shares of GAM Holding Ltd.
2. Liontrust Investment Partners LLP and Liontrust Asset
Management PLC are granted an exemption to the effect that
acquisitions of shares in GAM Holding Ltd by Liontrust Asset
Management PLC for the account of funds managed by it, which have
been made without knowledge of a possible public exchange offer to
acquire shares in GAM Holding Ltd and no later than 18 April 2023,
are not subject to acting in concert pursuant to disposition no.
1.
3. An exemption is granted to Liontrust Investment Partners LLP
and Liontrust Asset Management PLC to the effect that any purchases
of GAM Holding Ltd shares made by Liontrust Asset Management PLC
for the purpose of reducing existing short positions of funds
managed by Liontrust Investment Partners LLP (including the return
of GAM Holding Ltd shares on loan) are not subject to the duty to
offer a cash alternative or the duty to comply with the best price
rule.
4. It is determined that the FMS Exit condition pursuant to the
draft pre-announcement of the public exchange offer of Liontrust
Asset Management PLC to acquire the shares of GAM Holding Ltd
complies with the provisions of the Federal Act on Financial Market
Infrastructures and Market Conduct in Securities and Derivatives
Trading (FinMIA) and the implementing ordinances.
5. It is determined that the FMS Exit by GAM Holding Ltd does
not constitute an inadmissible or unlawful defensive measure within
the meaning of article 132 paragraph 2 of the FinMIA and article 36
TOO.
6. The remaining applications are rejected to the extent that they are not irrelevant.
7. This order will be published at the earliest on the day of
publication of the pre-announcement.
8. Liontrust Asset Management PLC shall publish, in accordance
with article 6 and 7 TOO, the dispositions of this order and the
notice within which period and under which conditions a qualified
shareholder may lodge an objection against this order.
9. The fee payable by Liontrust Asset Management PLC amounts to CHF 30,000.
10. The fee payable by GAM Holding Ltd amounts to CHF 10,000."
2. Right of Shareholders of GAM to Request Party Status (Article 57 Takeover Ordinance)
Shareholders of GAM who have been holding at least 3% of the
voting rights of GAM, whether exercisable or not (a "Qualified
Participation"), since the publication of this Pre-Announcement
(each a "Qualified Shareholder"), will be granted party status if
they file a respective request with the Swiss Takeover Board. The
request of a Qualified Shareholder must be received by the Swiss
Takeover Board (Stockerstrasse 54, 8002 Zurich, Switzerland;
info@takeover.ch ; fax: +41 44 283 17 40) within five (5) trading
days on SIX Swiss Exchange from the date of publication of the
decision of the Swiss Takeover Board (see Section C . 1 . above).
The first trading day on SIX Swiss Exchange after the publication
of the decision of the Swiss Takeover Board on the Swiss Takeover
Board's website will be the first day of the filing period.
Concurrently with the request, the applicant has to furnish proof
of his or her Qualified Participation. The Swiss Takeover Board may
request proof of the Qualified Shareholder's continued Qualified
Participation at any time. The party status of a Qualified
Shareholder will be upheld in relation to any further decisions
issued by the Swiss Takeover Board in connection with the Offer,
provided that the Qualified Shareholder continues to hold a
Qualified Participation.
3. Right of Shareholders of GAM to Raise Objection (Article 58 Takeover Ordinance)
A Qualified Shareholder may file an objection against the Swiss
Takeover Board's decision (see Section C . 1 . above). The
objection must be filed with the Swiss Takeover Board
(Stockerstrasse 54, 8002 Zurich, Switzerland; info@takeover.ch ;
fax: +41 44 283 17 40) within five (5) trading days on SIX Swiss
Exchange from the date of publication of the decision of the Swiss
Takeover Board. The first trading day on SIX Swiss Exchange after
the publication of the decision of the Swiss Takeover Board on the
Swiss Takeover Board's website will be the first day of the filing
period. The objection must contain a motion, summary reasons and
proof of the Qualified Participation as from the publication of
this Pre-Announcement.
D. Offer Restrictions
1. General
The distribution of this Pre-Announcement and any other
materials relating to the Offer 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 or any of their 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 this
Pre-Announcement and any other materials relating to the Offer or
into whose possession this Pre-Announcement and any other materials
relating to the Offer otherwise comes, are required to, and should
inform themselves of and observe, all such restrictions. Neither
Liontrust 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. This Pre-Announcement and any other
materials relating to the Offer, and any and all materials related
thereto, 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 this
Pre-Announcement and any other materials relating to the Offer 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 documents (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 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
reserves the right to reject such acceptance. Such documents
relating to the Offer must not be used for the purpose of
soliciting the purchase or sale of any GAM Shares or 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
the Offeror in accordance with applicable law and regulations: (i)
such person has not received the Offer, the offer document, 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, the
Offeror 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, 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, the Offeror 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 may
require, and Liontrust, 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 Liontrust Shares 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 in the United States of America are advised
that the GAM Shares are not listed on a U.S. securities exchange
and that GAM 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 Offer will be made for the issued and outstanding shares of
GAM, which is domiciled in Switzerland, and is subject to Swiss
disclosure and procedural requirements. The Offer is made in the
United States of America pursuant to Section 14(e) and Regulation
14E under the Exchange Act, subject to the exemption provided under
Rule 14d-1(d) under the Exchange Act, and otherwise in accordance
with the disclosure and procedural requirements of Swiss law,
including with respect to the Offer timetable, settlement
procedures, withdrawal, waiver of conditions and timing of
payments, which are different from those of the United States of
America. In particular, the financial information included in this
announcement has been prepared in accordance with International
Financial Reporting Standards, which may not be comparable to the
financial statements or financial information of U.S. companies.
The Offer is made to GAM's shareholders resident in the United
States of America on the same terms and conditions as those made to
all other shareholders of GAM to whom an offer is made. Any
informational documents, including this announcement, are being
disseminated to U.S. shareholders on a basis comparable to the
method that such documents are provided to GAM's other
shareholders.
Neither the SEC nor any U.S. state securities commission has
approved or disapproved the Offer, passed upon the merits or
fairness of the Offer, or passed any comment upon the adequacy,
accuracy or completeness of the disclosure in relation to the
Offer. Any representation to the contrary is a criminal offence in
the United States of America.
To the extent permissible under applicable law or regulations,
the Offeror and its affiliates or its brokers and its brokers'
affiliates (acting as agents for the Offeror or its affiliates, as
applicable) may from time to time and during the pendency of the
Offer, and other than pursuant to the Offer, directly or indirectly
purchase or arrange to purchase Shares or any securities that are
convertible into, exchangeable for or exercisable for Shares. These
purchases may occur either in the open market at prevailing prices
or in private transactions at negotiated prices. To the extent
information about such purchases or arrangements to purchase is
made public in Switzerland, such information will be disclosed by
means of a press release or other means reasonably calculated to
inform U.S. shareholders of GAM of such information. In addition,
the financial advisers to the Offeror may also engage in ordinary
course trading activities in securities of GAM, which may include
purchases or arrangements to purchase such securities. Any
information about such purchases will be made public in Switzerland
to the extent, and in the manner required, by Swiss law.
To the extent the Offer is subject to U.S. securities laws,
those laws only apply to U.S. holders of Shares and will not give
rise to claims on the part of any other person. It may be difficult
for GAM's shareholders to enforce their rights and any claims they
may have arising under the U.S. federal securities laws, since
Liontrust and GAM are located in non-U.S. jurisdictions and some or
all of their respective officers and directors may be residents of
non-U.S. jurisdictions. GAM shareholders may not be able to sue the
Offeror or GAM or their respective officers or directors in a
non-U.S. court for violations of the U.S. federal securities laws.
It may be difficult to compel the Offeror and GAM and their
respective affiliates to subject themselves to a U.S. court's
judgment. Judgments of US courts are generally not enforceable in
either Switzerland or England and Wales. 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 the US federal securities laws. Further, it
may be difficult to compel a non-US company and its affiliates to
subject themselves to a US court's judgment. In addition, original
actions, or actions for the enforcement of judgments of US courts,
based on the civil liability provisions of the US federal
securities laws, may not be enforceable in Switzerland or England
and Wales.
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.
This Pre-Announcement does not constitute an offer to sell or the
solicitation of an offer to buy any securities in the United States
of America. Liontrust 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 or Liontrust 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 whose place of
residence, seat or habitual abode is in Japan, and such
shareholders may not accept the offer.
E. Additional Information
Additional information on the Offer will be published
electronically through the same media.
F. Identification
Security number ISIN Ticker Symbol
GAM registered 10265962 CH0102659627 GAM
shares
---------------- ------------- --------------
Liontrust ordinary 0738840 GB0007388407 LIO
shares
---------------- ------------- --------------
London, United Kingdom, 4 May 2023
Financial Advisor: Alantra Corporate Finance LLP
ENDS
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END
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