TIDMUKML
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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
Capitalised terms used in this announcement, unless otherwise defined, have the
same meanings as set out in the circular of UK Mortgages Limited (the "Company"
or "UKML") dated 3 March 2022 (the "Circular").
3 March 2022
UK MORTGAGES LIMITED
(a closed-ended investment company incorporated with limited liability under
the laws of Guernsey with registration number 60440 and registered as a
Registered Closed-ended Collective Investment Scheme with the Guernsey
Financial Services Commission. LEI: 549300388LT7VTHCIT59)
Circular to Shareholders and Notice of Extraordinary General Meeting relating
to Proposed Merger with TwentyFour Income Fund Limited
On the 8 February 2022 the Board of the UKML announced that it had agreed with
TwentyFour Income Fund Limited ("TFIF") the terms of a proposed merger to be
effected by way of scheme of reconstruction of the UKML, consisting of the
winding-up of the UKML, the transfer of UKML's assets to TFIF and the issue of
New TFIF Shares to UKML Shareholders (the "Proposals").
Following this announcement, the Board today announces the publication of the
Circular relating to the Proposals and notice of the Extraordinary General
Meeting to be held on 18 March 2022.
Chris Waldron, Chairman, commented:
"We are pleased to put forward details of the proposed merger with TwentyFour
Income Fund Limited, which has been well received since its announcement. The
Board unanimously recommends that UKML Shareholders vote in favour of all of
the Resolutions to be proposed at the Extraordinary General Meeting."
Background to the Proposals
Following UKML's rejection of an indicative third-party bid approach in August
2020 and the strategic review subsequently conducted by the Board, on 4
December 2020, UKML Shareholders overwhelmingly approved proposals (the "2020
Proposals") under which the Company would continue operating as a publicly
traded company under a revised mandate offering increased focus on enhancing
liquidity and returns whilst continuing to seek to narrow the share price
discount to NAV.
The measures set out in the 2020 Proposals were successfully implemented and
UKML Shareholders have consequently benefited from two returns of capital for
an aggregate of approximately £40 million, increasing portfolio income returns
such that the Board has been able to declare an increased quarterly dividend
and provide guidance indicating the potential for increased dividends in
respect of the next Company financial year, and an improved share price which
immediately prior to the announcement of the Proposals represented a narrowed
discount of approximately 8 per cent. to the Company's last published NAV.
Additionally, the 2020 Proposals introduced certain protections for UKML
Shareholders, namely that if the UKML Shares (i) trade at a discount of 5 per
cent. or wider to the prevailing NAV in the period of 20 Business Days
preceding any Board consideration of a refinancing of a Mortgage
Securitisation, then the Board will not approve such refinancing and instead
will pursue a realisation with the net proceeds intended to be returned to UKML
Shareholders; and (ii) if the UKML Shares are not trading at an average price
per UKML Share which is equal to or above the most recent published NAV in the
period of 20 Business Days preceding 4 December 2022, the Board intends to
place the Company into a managed wind down.
In late 2021 the Company received a preliminary non-binding approach from TFIF
regarding the potential for a merger of the two companies. The Board considered
this approach against the background outlined above, namely that while a number
of issues faced by the Company had been addressed to which the share price had
responded positively, other challenges remained including a persistent share
price discount to NAV which may have triggered the UKML Shareholders'
protections discussed above, a market capitalisation of only approximately £130
million, and modest liquidity in the trading of the UKML Shares.
After a negotiation process the Board concluded that the interests of UKML
Shareholders would be best served if the Company pursued the proposed merger
into a single entity. The Board consulted with a number of major shareholders,
received strong levels of support for the proposed merger, and announced the
Proposals on 8 February 2022.
Both UKML and TFIF believe that the Proposals remain attractive, despite the
change to the global economic environment caused by Russia's invasion of
Ukraine, and have today undertaken to proceed to implementing the Proposals,
subject to UKML Shareholders' approval and certain other conditions. In order
to provide enhanced certainty for both UKML and TFIF of transaction terms
against current uncertainty and potential volatility, the proposed terms of the
Scheme involve the Acquisition Value and the TFIF Issue Price being
substantively fixed as at 31 January 2022.
Benefits of the Proposals
The Directors consider that the Proposals should have the following benefits
for UKML Shareholders, as investors in TFIF following its merger with UKML:
(i) Creating a market leading listed credit fund in TFIF:
? TFIF should benefit from a strengthened market position due to
greater scale and the combined asset management and securitisation expertise
within TwentyFour;
? The expected enlarged size of TFIF is approximately £715m of NAV;
? 11 investment professionals of TwentyFour will be focussed on
TFIF;
? TFIF Shares are admitted to the premium segments of the Official
List and the Main Market;
(ii) Combining complementary portfolios with attractive
characteristics:
? The Proposals enable UKML Shareholders to retain access to UKML's
stable income-generating assets, previously underwritten by TwentyFour, within
TFIF's broader investment policy, which principally provides floating rate
exposure, has greater diversity in its sources of income, and has a proven
track record; TFIF has had an annualised total NAV return of 7.5 per cent.
since launch;
? TFIF's evolving strategy seeks the yield premium from lower
liquidity, recognising that sourcing attractive risk-adjusted returns has
become more challenging. The acquisition of UKML's portfolio assets is
therefore consistent with TFIF's investment approach;
(iii) Enhanced return profile:
? Earnings from the combined portfolios of UKML and TFIF are
expected to be a strong underpin to TFIF's annual dividend target of at least
6p[1] per TFIF Share. The estimated gross-to-market yield of the combined
portfolio is approximately 8.3 per cent.;
? The merger of UKML and TFIF is expected to be NAV accretive over
the medium term;
(iv) Access to high quality counterparties:
? TFIF will be well placed to capitalise on UKML's counterparty
relationships across the asset-backed securities market;
? The combined management teams within TwentyFour will have a
consolidated focus on origination;
(v) Increased liquidity with a more diverse shareholder register:
? Increased liquidity is expected in the secondary market given
TFIF's greater scale and anticipated increased weighting in the FTSE indices;
? TFIF will achieve a high quality and more diverse shareholder
register with scope to appeal to a broader universe of potential investors;
? UKML Shareholders will have the potential to benefit from TFIF's
realisation opportunity in Q4 of 2022, and at three yearly intervals
thereafter;
(vi) Synergies expected to create value for UKML Shareholders:
? Cost efficiencies and economies of scale are expected as a result
of the Proposals;
? TFIF is expected to maintain an attractive ongoing charges ratio
over time;
(vii) Compelling value proposition:
? Significant uplift in market value for UKML Shareholders,
currently estimated at 11.4 per cent. compared with the market price per UKML
Share immediately prior to announcement of the Proposals. This expected uplift
results from the elimination of UKML's share price discount to NAV and the
competitive Acquisition Value as described below in paragraph 5 of Part 1 of
the Circular;
(viii) Transaction structured to defer potential tax liability:
? The mechanics of the Scheme are designed with the intention of
allowing certain UKML Shareholders subject to UK tax to continue to receive
investment returns without triggering an immediate liability to capital gains
tax (UKML Shareholders should read paragraph 1 of Part 5 of the Circular
carefully and should consult their own tax advisers as to the advantages or
otherwise of the Proposals);
(ix) Attractive alternative to returning further capital and/or
managed wind down:
? If UKML is unable to narrow its discount in the short term, UKML
will, due to the UKML Shareholders' protections outlined in the 2020 Proposals
referred to above, need to consider its options for the future. A sale of
UKML's assets is likely to mean that UKML would cease to have access to the
high-quality assets and counterparties in the current UKML portfolio in the
future; and
? The illiquid nature of UKML's assets means that any managed
wind-down is likely to be a drawn-out process as accelerated portfolio sales
may not maximise value.
The figures set out in this paragraph "Benefits of the Proposals" are provided
for illustrative purposes, are estimates only and are based on current market
conditions and information and estimates available to the Company as at the
date of the Circular and are not profit forecasts. Where illustrative figures
are provided relating to the position of UKML Shareholders and/or TFIF
following implementation of the Proposals, they assume that the calculation
date of the Scheme had been 1 March 2022. There can be no assurance that these
estimates will be met and specifically the market value of TFIF Shares, UKML
Shares and UKML's costs in relation to the Proposals and the Scheme may change,
potentially materially, up to the Effective Date. The Acquisition Value and
TFIF Issue Price have been substantively fixed in order to provide enhanced
certainty for both UKML and TFIF of transaction terms against current
uncertainty and potential volatility following Russia's invasion of Ukraine;
however this means that any increase or decrease in asset values of either UKML
or TFIF after 31 January will not be reflected in any adjustment to UKML
Shareholders' entitlements under the Scheme.
In addition, these estimates should not be taken as an indication of TFIF's
expected or actual current or future results. TFIF's actual results, profits
and dividends paid will depend upon a number of factors, including but not
limited to TFIF's net income and TFIF's ongoing costs, expenses and charges.
UKML Shareholders should decide for themselves whether or not returns are
reasonable and achievable.
TwentyFour Income Fund Limited
TFIF is a registered closed-ended collective investment scheme under the
Protection of Investors (Bailiwick of Guernsey) Law 2020, as amended and the
Registered Collective Investment Scheme Rules 2021 made thereunder.
TFIF has a single class of ordinary shares in issue, the TFIF Shares, which are
listed on the premium segment of the Official List and are admitted to trading
on the premium segment of the Main Market.
TFIF is registered with the GFSC. It is not regulated by the FCA, but is
subject to the Listing Rules applicable to closed-ended collective investment
funds and the Disclosure Guidance and Transparency Rules.
TFIF's investment objective is to generate attractive risk adjusted returns
principally through income distributions. TFIF invests in a diversified
portfolio of predominantly UK and European Asset Backed Securities.
TFIF's assets are managed by TwentyFour, which is also the manager of the
Company. TwentyFour is an FCA-regulated specialist in fixed income, founded in
2008, headquartered in the City of London and a boutique of the Swiss based
Vontobel Group. As at 31 December 2021, TwentyFour had assets under management
of £23 billion and it employed 32 investment professionals.
Subject to and in accordance with the TFIF Articles, TFIF Shareholders have an
opportunity to elect to realise all or part of their TFIF Shares at three
yearly intervals, or, alternatively, continue their investment in TFIF with the
next realisation opportunity due to take place in the third quarter of 2022. As
such, UKML Shareholders would have the opportunity to make Realisation
Elections later this year.
As at the Latest Practicable Date, TFIF had unaudited net assets of
approximately £568 million, a market capitalisation of approximately £564
million and the NAV per TFIF Share (unaudited) was 111.77p.
TFIF has delivered a strong performance for the TFIF Shareholders since its
launch on 6 March 2013:
(i) NAV total return from launch to close of business on the Latest
Practicable Date was 92.2 per cent., or 7.53 per cent. per annum, comparing
favourably with TFIF's target annual total return of 6 to 9 per cent. per
annum;
(ii) Income return has been ahead of TFIF's targets at launch. TFIF
targets a dividend of at least 6p per UKML Share, and has exceeded that target
since launch; and
(iii) TFIF Shares have predominantly traded at a premium or at a small
discount to NAV since its launch, TFIF's average premium since launch being 2.1
per cent.. There can be no assurance that TFIF Shares will trade at a premium
in the future.
Further information on TFIF is set out in Part 3 of the Circular and in the
TFIF Prospectus. Please note that the Board does not take any responsibility
for the contents of the TFIF Prospectus.
Summary of the terms of the Scheme
Appropriation of the Company's assets into two pools
On or shortly after the Calculation Date, the Board, in consultation with the
proposed Liquidators, shall finalise the division of the Company's undertaking,
cash and other assets into two separate and distinct pools (the Liquidation
Pool and the Rollover Pool), as follows:
? First, there shall be appropriated to the Liquidation Pool such
cash and other net current assets of the Company of a value sufficient to meet
the outstanding current and future liabilities, including contingent
liabilities of the Company, all costs of the Company relating to the Proposals
and the Scheme and a Retention to meet unknown and unascertained liabilities of
the Company. The Company has signed a deed of termination with TwentyFour and
the AIFM in relation to the Portfolio Management Agreement under which the
parties have agreed that (i) the Portfolio Management Agreement will terminate
with effect from the Calculation Date and consequentially all management fees
and expenses accrued up to the Calculation Date will become due and payable to
TwentyFour; and (ii) TwentyFour will not receive any payment in lieu of
notice.
? Second, there shall be appropriated to the Rollover Pool the
balance of the undertaking, cash and other assets of the Company remaining
after the appropriation of the Liquidation Pool referred to above.
Financial terms
TFIF will acquire the assets comprising the Rollover Pool. The proposed
acquisition value of the Rollover Pool is an amount equivalent to 84p per UKML
Share less the aggregate of:
(a) the Company's costs relating to the Proposals and the Scheme; and
(b) the Retention,
(the net value being defined as the "Acquisition Value").
The acquisition will be satisfied through the issuance to UKML Shareholders of
New TFIF Shares at a price representing a 1.25 per cent. premium to the NAV per
TFIF Share as at 31 January 2022 (the "TFIF Issue Price"). The Acquisition
Value and the number of New TFIF Shares to be issued in exchange for the
Rollover Pool will be calculated as at the Calculation Date, as described in
detail in paragraph 6 of Part 2 of the Circular.
The Company:
? does not intend to declare any further dividends on the UKML
Shares. New TFIF Shares will be entitled to receive all dividends declared by
TFIF with a record date subsequent to the Calculation Date. It is anticipated
that the first dividend payable on the New TFIF Shares will be the fourth
interim dividend for TFIF's financial year ending 31 March 2022 which is
expected to be paid in April 2022; and
? has undertaken not to take any action or omit to take any action
that would cause a reduction in the NAV of the Company, other than in the
ordinary course of its business.
Costs of the Proposals
The Company and TFIF have each agreed to bear their own costs in relation to
the Proposals and the Scheme as detailed in paragraph 3.1 of Part 2 of the
Circular.
In the event that the Proposals do not proceed, each of TFIF and the Company
will bear its own costs incurred in connection with the Proposals, save as set
out in Part 4 of the Circular.
Acquiring Entity Reorganisation
The Scheme is conditional on the implementation of a reorganisation of the
Acquiring Entity, which will involve (inter alia) (i) the redemption of the
Participating Notes issued to UKML by the Acquiring Entity and the issue of new
Participating Notes and bonds that will be transferred to TFIF pursuant to the
Scheme; and (ii) certain changes to the portfolio advisory agreement between
the Acquiring Entity and TwentyFour, in each case to the extent reasonably
required by TFIF.
Transfer Date
On the Transfer Date, the cash, undertaking and other assets of the Company
comprising the Rollover Pool shall be transferred to TFIF. In consideration for
the transfer of the Rollover Pool to TFIF under the Transfer Agreement, the
relevant numbers of New TFIF Shares will be allotted to the Liquidators, as
nominees for the UKML Shareholders (save for any Restricted Shareholders), who
will direct the issuance of the New TFIF Shares in favour of those UKML
Shareholders entitled to them in accordance with the Scheme. On such direction,
TFIF will issue the New TFIF Shares to the UKML Shareholders entitled to them.
To the extent that any part of the Liquidation Pool is not subsequently
required to discharge the Company's liabilities, it will be distributed in cash
to all UKML Shareholders (in each case being those UKML Shareholders on the
Effective Date in proportion to their respective holdings of UKML Shares on the
Effective Date) provided that if any such amount payable to any UKML
Shareholder is less than £5.00, it shall not be paid to UKML Shareholders but
instead shall be paid by the Liquidators to the Nominated Charity. The
Liquidators will also be entitled to make interim payments to UKML Shareholders
in proportion to their holdings of UKML Shares. The Liquidators shall only make
such distribution if there is sufficient cash available and if the Liquidators
are of the view that it is cost effective to make an interim distribution. UKML
Shareholders should therefore keep the Registrar advised of any changes to
their details after the Effective Date.
Conditions to the Scheme
The Scheme is conditional upon, amongst other things:
(i) the passing of the Resolutions to be proposed at the
Extraordinary General Meeting, or any adjournment of the Extraordinary General
Meeting, and all conditions to such Resolutions (excluding any condition
relating to the passing of any other Resolution) being fulfilled;
(ii) the FCA agreeing to admit the New TFIF Shares to the premium
segment of the Official List and the London Stock Exchange agreeing to admit
the New TFIF Shares to trading on the premium segment of the Main Market,
subject in each case only to issue;
(iii) implementation of the DAC Reorganisation;
(iv) there not having been any Material Adverse Change prior to the
Effective Date; and
(v) the Company being in compliance with its undertaking not to take
any action or omit to take any action that would cause a reduction in the NAV
of the Company, other than in the ordinary course of its business,
provided that the Company and TFIF may agree in writing to waive fulfilment of
any of the above conditions.
In the event that any of the Resolutions are not passed or any other condition
of the Proposals is not met, the Proposals will not be implemented. In that
event, the Company would continue as presently constituted and specifically:
(i) cognisant of the first of the UKML Shareholder protections
described above, the Board currently intends that it would pursue a realisation
of the equity notes in Barley Hill No. 2 PLC acquired by the Company as a part
of the refinancing of Barley Hill No. 1 PLC of which its noteholders were
notified on 8 February 2022; and
(ii) the Company will continue to be subject to the shareholder
protection described in the November 2020 Circular, namely the steps described
at (i) above, and (ii) if the UKML Shares are not trading at an average price
per UKML Share which is equal to or above the most recent published NAV in the
period of 20 Business Days preceding 4 December 2022, the Board intends to
place the Company into a managed wind down.
Entitlements under the Scheme
Under the Scheme, each UKML Shareholder on the Register on the Record Date will
receive such number of New TFIF Shares (rounded down to the nearest whole
number of TFIF Shares) as have a value at the TFIF FAV per Share equal to the
number of UKML Shares held by the UKML Shareholder multiplied by the
Acquisition Value per UKML Share.
For illustrative purposes only, had the Calculation Date been 1 March 2022:
(i) the Acquisition Value per UKML Share would have been
approximately 83.32p;
(ii) the TFIF Issue Price would have been 114.21p;
(iii) the aggregate number of New TFIF Shares issued to UKML
Shareholders would have been approximately 130.4 million and therefore the
number of New TFIF Shares issued per UKML Share would have been 0.7296;
(iv) the estimated NAV of the New TFIF Shares to be issued per UKML
Share would have been 81.64p, which would have represented an uplift of 1.1 per
cent. compared with the last published NAV per UKML Share as at 31 December
2021; and
(v) the market value of the New TFIF Shares to be issued would have
been 80.98p per UKML Share, which would have represented an uplift of 11.4 per
cent. compared with the closing market price per UKML Share immediately prior
to the announcement of the Proposals.
The above figures are for illustrative purposes only and do not represent
forecasts. The market value of TFIF Shares, UKML Shares and UKML's costs in
relation to the Proposals and the Scheme may materially change up to the
Effective Date. For details of the Scheme, please refer to Part 2 of the
Circular.
The attention of Overseas Shareholders and UK registered UKML Shareholders that
hold Shares on behalf of non-UK based investors is drawn to the section headed
"Overseas and Restricted Shareholders" in paragraph 12 of Part 1 of the
Circular.
Risk Factors
Please refer to Part 4 of the Circular for an overview of the relevant risk
factors.
In light of the uncertainty in the global economic environment caused by
Russia's invasion of Ukraine, UKML Shareholders are recommended when assessing
whether to vote in favour of the Resolutions to continue to monitor these risk
factors and also consider additional risks that may emerge or become material.
If any UKML Shareholders are in any doubt about the contents of the Circular or
as to the action they should take, they should immediately seek their own
personal financial advice from an appropriately qualified independent adviser.
Extraordinary General Meeting
An Extraordinary General Meeting is being convened at 10.30 a.m. on Friday, 18
March 2022 at the offices of Northern Trust International Fund Administration
Services (Guernsey) Limited, Trafalgar Court, Les Banques, St. Peter Port,
Guernsey, Channel Islands GY1 3QL to consider and, if thought fit, pass the
Resolutions, as set out in full in the Notice of EGM at the end of the
Circular.
At the Extraordinary General Meeting resolutions will be proposed, on which all
UKML Shareholders may vote, which, if passed, will:
? authorise the implementation of the Scheme by the Liquidators,
once appointed; and
? appoint the Liquidators and place the Company into liquidation.
Each of the Resolutions will be proposed as a special resolution, requiring not
less than 75 per cent. of the votes cast at the Extraordinary General Meeting
to be in favour of it in order for it to be passed.
The Company will only implement the Proposals if the Resolutions are passed at
the Extraordinary General Meeting.
UKML Shareholder intentions
UKML Shareholders holding an aggregate of approximately 47 per cent. of the
UKML Shares provided written indications of voting support for the Scheme prior
to the Company's announcement of the Proposals on 8 February 2022.
Expected Timetable
2022
Date and time from which it is advised 6.00 p.m. on 15 March
that dealings in UKML Shares will be
for cash settlement only and immediate
delivery of documents of title
Latest time for receipt of Form of 10.30 a.m. on 16 March
Proxy from UKML Shareholders for use
at the Extraordinary General Meeting
Record date for entitlements under the close of business on 17 March
Scheme
UKML Shares disabled in CREST close of business on 17 March
Calculation Date close of business on 18 March
Trading in the UKML Shares suspended 7.30 a.m. on 18 March
Extraordinary General Meeting 10.30 a.m. on 18 March
Effective Date for implementing the 18 March
Scheme
Publication date of the Acquisition 23 March
Value per UKML Share and the TFIF
Issue Price
Date of transfer of Rollover Pool to 24 March
TFIF
Admission of the New TFIF Shares 8.00 a.m. on 24 March
issued under the Scheme to the
Official List and to trading on the
London Stock Exchange, and dealings in
the New TFIF Shares commence
CREST accounts credited with the New 24 March
TFIF Shares issued under the Scheme
Share certi?cates in respect of the week commencing 28 March
New TFIF Shares issued under the
Scheme expected to be despatched
Notes
(1) References to times in the expected timetable above are to London
times unless otherwise specified.
(2) All times and dates may be adjusted by the Company. Any material
changes to the timetable will be notified via a RIS.
Enquiries:
UKML
Chris Waldron, Chairman
Via Numis
Numis
Financial Adviser and Corporate Broker
Nathan Brown / Vicki Paine
Tel: 020 7260 1000
Northern Trust International Fund Administration Services (Guernsey) Limited
Company Secretary
Tel: 01481 745001
IMPORTANT INFORMATION
The Scheme will be subject to certain conditions, which if not satisfied or
waived, will mean that the Scheme will not proceed. Nothing in this
announcement shall form the basis of or constitute any offer or invitation to
sell or issue, or any solicitation of any offer to purchase or subscribe for
any shares or any other securities nor shall it (or any part of it) or the fact
of its distribution, form the basis of, or be relied on in connection with, any
contract therefor.
UKML's shareholders or prospective investors should not base any financial
decision on this announcement. Acquiring investments to which this
announcement relates may expose an investor to a significant risk of losing all
of the amount invested. Persons considering making investments should consult
an authorised person specialising in advising on such investments. This
announcement does not constitute a recommendation concerning shares in either
TFIF or UKML. The value of shares can decrease as well as increase.
Nothing contained herein constitutes or should be construed as (i) investment,
tax, financial, accounting or legal advice (ii) a representation that any
investment or strategy is suitable or appropriate to individual circumstances
or (iii) a personal recommendation.
Numis Securities Limited ("Numis"), which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority ("FCA"), is acting for TFIF
and UKML and for no one else in connection with the Scheme and will not regard
any other person as its client and will not be responsible to anyone other than
TFIF or UKML for providing the protections afforded to clients of Numis or for
advising any such person in connection with the contents of this announcement
or the Scheme.
This announcement does not constitute an offer or solicitation to acquire or
sell any securities in TFIF or UKML. This announcement is not for distribution
in or into the United States or to any US Person, Australia, Canada, Japan, New
Zealand, the Republic of South Africa, any European Economic Area state or any
other jurisdiction in which its distribution may be unlawful. A "US Person" is
any person who is not a "Non-United States Person" as defined in US Commodity
Futures Trading Commission Rule 4.7. This announcement is not an offer of
securities for sale in the United States or elsewhere. The securities of TFIF
or UKML have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States unless registered under the Securities Act
or pursuant to an exemption from such registration. TFIF and UKML have not been
and will not be registered under the US Investment Company Act of 1940, as
amended, and investors are not entitled to the benefits of that Act. There has
not been and there will be no public offering of UKML's securities in the
United States.
Forward looking statements
The information contained in this announcement regarding the Scheme, and other
information published by UKML may contain certain 'forward-looking
statements'. For example, statements containing words such as 'may', 'will',
'should', 'continue', 'aims', 'estimates', 'projects', 'believes', 'intends',
'expects', 'plans', 'pursues', 'seeks', 'targets' and 'anticipates', and words
of similar meaning or the negative thereof, may be forward-looking. By their
nature, all forward-looking statements involve risk and uncertainty because
they are based on information available at the time they are made, including
current expectations and assumptions, and relate to future events and
circumstances which may be or are beyond UKML's control, including among other
things statements relating to the expected benefits of the proposed Scheme.
TFIF's actual future financial condition, performance and results may differ
materially from the plans, goals, strategy and expectations set forth in the
forward-looking statements and undue reliance should not be placed on
forward-looking statements. Except to the extent otherwise required by
applicable law, none of UKML or TwentyFour are under any obligation to update
any of the forward-looking statements contained in this announcement or any
other forward-looking statements they may respectively make. Past performance
is not an indicator of future results and unless expressly stated otherwise, no
statement contained or referred to in this announcement is intended to be a
profit forecast, estimate or projection of TFIF's or UKML's future results.
Any shareholder action required in connection with the proposed Scheme will
only be set out in documents sent to or made available to UKML's shareholders
and any decision made by such shareholders should be made solely and only on
the basis of information provided in those documents.
[1] This figure is indicative and based on TwentyFour modelling
END
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