OIG Oryx International Growth Fund Ltd

RNS Number:7569J
Oryx International Growth Fund Ld
02 October 2006


Not for release, publication or distribution, in whole or in part, in or into
the United States, Canada, the Republic of South Africa, Japan or Australia or
any other jurisdiction where to do so would constitute a violation of the
relevant laws of such jurisdiction.


                     ORYX INTERNATIONAL GROWTH FUND LIMITED
                                      AND
                         AMERICAN OPPORTUNITY TRUST PLC

                               MERGER DISCUSSIONS

The Boards of Directors of Oryx International Growth Fund Limited ("Oryx
International") and American Opportunity Trust PLC ("American Opportunity")
announce that they are in discussions with a view to agreeing the terms of a
recommended merger. It is envisaged that it would be effected through a Court
approved scheme under s.425 of the Companies Act (the "Scheme") whereby the
share capital of American Opportunity would be cancelled and its assets and
liabilities would be transferred to Oryx International. Shareholders in American
Opportunity would receive new Ordinary Shares in Oryx International. The number
of new Ordinary Shares in Oryx International to be issued would reflect the
relative formula asset values of Oryx International and American Opportunity,
calculated close to the date of the Scheme becoming effective.

The Boards of both companies have appointed advisers in relation to the Scheme.
Subject to agreement on the terms of the Scheme and approval by the Boards of
both companies, documentation will be sent to shareholders setting out details
and seeking their approval. It is likely that this will be after the
finalisation of the Oryx International interim accounts for the six months to 30
September 2006, currently expected to be issued during December 2006. The Scheme
will also need to be sanctioned by the High Court.

An Extraordinary General Meeting of American Opportunity to consider a
continuation vote is scheduled to be held before the end of October. The Board
of American Opportunity intends to convene this meeting for 31 October 2006 and
to recommend that the Company continues in the light of the ongoing discussions
with Oryx International. A circular convening the Extraordinary General Meeting
will be sent to American Opportunity shareholders shortly.

--- Ends ----

Enquiries

Oryx International Growth Fund Limited
Nigel Cayzer (Chairman)                      07831 369859

Arbuthnot Securities Limited (Financial advisers to Oryx International)
Alastair Moreton                             020 7012 2138

American Opportunity Trust PLC
Alex Hammond-Chambers (Chairman)             00 1 843 768 1214 (PM UK Time only)

Zeus Capital Limited (Financial advisers to American Opportunity)
Glenn Cooper                                 020 7965 0755


Arbuthnot Securities Limited, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for Oryx International and no-one else
in connection with the subject matter of this announcement and will not be
responsible to anyone other than Oryx International for providing the
protections afforded to clients of Arbuthnot Securities Limited nor for
providing advice in relation to the subject matter of this announcement.

Zeus Capital Limited, which is authorised and regulated by the Financial
Services Authority, is acting exclusively for American Opportunity and no-one
else in connection with the subject matter of this announcement and will not be
responsible to anyone other than American Opportunity for providing the
protections afforded to clients of Zeus Capital Limited nor for providing advice
in relation to the subject matter of this announcement.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the City Code, Oryx International confirms that,
as at the close of business on 29 September 2006, it had 10,666,088 ordinary
shares of 50 pence each in issue. The International Securities Identification
Number (ISIN) for these shares is GB0006630163.

On 27 June 2006, Oryx International announced that application has been made to
the London Stock Exchange for up to 32,247,265 C Shares of 50p each, to be
issued to Baltimore plc shareholders as a result of the offer by Oryx
International for the whole of the issued share capital of Baltimore plc, to be
admitted to the Official List. In accordance with Rule 2.10 of the City Code,
Oryx International confirms that, as at the close of business on 29 September
2006, it had 25,393,888 C Shares in issue, such shares having been allotted to
Baltimore plc shareholders in exchange for those Baltimore plc shares in respect
of which valid acceptances had been received. The International Securities
Identification Number (ISIN) for these shares is GB00B17SDZ90.

In accordance with Rule 2.10 of the City Code, American Opportunity confirms
that, as at the close of business on 29 September 2006, it had 16,201,469
ordinary shares of 12.5 pence each in issue. The International Securities
Identification Number (ISIN) for these shares is GB0000373547.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
"Code"), if any person is, or becomes, "interested" (directly or indirectly) in
1% or more of any class of "relevant securities" of Oryx International or of
American Opportunity, all "dealings" in any "relevant securities" of that
company (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 pm (London time) on the London business day following the date
of the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances, lapses
or is otherwise withdrawn or on which the "offer period" otherwise ends. If two
or more persons act together pursuant to an agreement or understanding, whether
formal or informal, to acquire an "interest" in "relevant securities" of Oryx
International or of American Opportunity, they will be deemed to be a single
person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of Oryx International or of American Opportunity by Oryx
International or by American Opportunity, or by any of their respective
"associates", must be disclosed by no later than 12 noon (London time) on the
London business day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a "dealing" under Rule 8, you should consult the Panel.

END




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