THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
23 March 2022
TWENTYFOUR INCOME FUND LIMITED
(a non-cellular company limited by shares incorporated in the Island of Guernsey under the Companies (Guernsey) Law 2008, as amended, with registered number 56128 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission. LEI 549300CCEV00IH2SU369)
UK MORTGAGES LIMITED
(in voluntary winding up)
(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 60440 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission. LEI: 549300388LT7VTHCIT59)
Further to the announcement on 18 March 2022 in relation to the combination of TwentyFour Income Fund Limited (“TFIF”) and UK Mortgages Limited (in voluntary winding up) (“UKML”), the Boards of both companies are providing the final Scheme entitlements as at the Calculation Date (18 March 2022) and as agreed in the Transfer Agreement (and as previously announced):
|TFIF Issue Price per New TFIF Share
|Acquisition Value per UKML Share
|Exchange ratio (UKML:TFIF)
|Number of New TFIF Shares issued under the Scheme
Allotments of New TFIF Shares to each UKML Shareholder on the Register on the Record Date will be rounded down to the nearest whole number of New TFIF Shares.
As noted in the Circular, UKML’s joint liquidators (the “Liquidators”) have appropriated to the Liquidation Pool such cash and other net current assets of UKML of a value sufficient to meet the outstanding current and future liabilities, including contingent liabilities, of UKML, all costs of UKML relating to the Proposals and the Scheme and a Retention to meet unknown and unascertained liabilities of UKML.
To the extent that any part of the Liquidation Pool is not subsequently required to discharge UKML’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.
|Date of transfer of Rollover Pool to TFIF
|Admission of the New TFIF Shares issued under the Scheme to the Official List and to trading on the London Stock Exchange, and dealings in the New TFIF Shares commence
||8.00am on 24 March
|CREST accounts credited with the New TFIF Shares issued under the Scheme
|Share certificates in respect of the New TFIF Shares issued under the Scheme expected to be despatched
||Week commencing 28 March
|UKML shares cancelled from trading on the London Stock Exchange
||7.30am on 30 March
Applications have been to the Financial Conduct Authority (“FCA”) for admission of 130,427,846 New Ordinary Shares to the premium segment of the Official List of the FCA and to the London Stock Exchange for admission to trading on the main market for listed securities (“Admission”). It is expected that Admission will become effective at or around 8.00am on 24 March 2022 and that unconditional dealings in the New Ordinary Shares will commence at that time.
The New Ordinary Shares will, when issued, be credited as fully paid and rank pari passu with the existing Ordinary Shares in the capital of TFIF, including the right to receive all future dividends and distributions declared, made or paid.
Immediately following Admission, TFIF’s issued share capital will consist of 638,942,655 Ordinary Shares with voting rights. This figure may be used by TFIF Shareholders in determining the denominator for the calculation by which they will establish if they are required to notify their interest in, or a change to their interest in TFIF under the FCA’s Disclosure Guidance and Transparency Rules.
Financial Adviser and Corporate Broker to TFIF
Hugh Jonathan / Matt Goss
Tel: 020 7260 1000
Financial Adviser and Corporate Broker to UKML
Nathan Brown / Vicki Paine
Tel: 020 7260 1000
Andrea Harris and Benjamin Rhodes of Grant Thornton
Liquidators of UKML
Tel: 01534 885748
Northern Trust International Fund Administration Services (Guernsey) Limited
Company Secretary to both TFIF and UKML
Tel: 01481 745001
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Circular.
Numis Securities Limited (“Numis”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, 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.