RNS Number:3949O
Oryx International Growth Fund Ld
21 December 2006
Oryx International Growth Fund Limited
21 December 2006
Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.
ORYX INTERNATIONAL GROWTH FUND LIMITED
Recommended proposed merger with American Opportunity Trust PLC
by way of scheme of arrangement
Summary
* The Boards of Oryx International Growth Fund Limited ("Oryx") and
American Opportunity Trust PLC ("AOT") are pleased to announce recommended
proposals for the merger of the two companies on a formula asset value
basis.
* The Merger will be effected by means of a scheme of arrangement under
Section 425 of the Companies Act. As a result of the Merger, AOT will
become a wholly-owned subsidiary of Oryx.
* The Merger is subject to a number of conditions, including the sanction
of the Court and the approval of the shareholders of both Oryx and AOT. The
Prospectus, Oryx Shareholder Circular and Scheme Document are expected to
be sent to Existing Oryx Shareholders and AOT Shareholders, as appropriate,
today.
Enquiries:
Oryx International Growth Fund Limited
07831 369 859
Nigel Cayzer (Chairman)
Arbuthnot Securities Limited (Financial advisers to Oryx International)
020 7012 2000
Alastair Moreton
Richard Tulloch
American Opportunity Trust PLC
07831 268 330
Alex Hammond-Chambers (Chairman)
Zeus Capital Limited (Financial advisers to American Opportunity)
020 7965 0755
Glenn Cooper
This summary should be read in conjunction with the full text of the attached
announcement and the appendices.
Arbuthnot Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Oryx and no one else
in connection with the Merger and will not be responsible to any other person
for providing the protections afforded to clients of Arbuthnot Securities or for
providing advice in relation to the Merger or the contents of this announcement.
Arbuthnot Securities is not making any representation or warranty, express or
implied, as to the contents of this announcement.
Zeus Capital, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for AOT and no one else in
connection with the Merger and will not be responsible to any other person for
providing the protections afforded to clients of Zeus Capital or for providing
advice in relation to the Merger or the contents of this announcement. Zeus
Capital is not making any representation or warranty, express or implied, as to
the contents of this announcement.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
This announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation to purchase or sell any securities or the
solicitation of any vote or approval in any jurisdiction, nor shall there be any
sale, issue or transfer of the securities referred to in this announcement in
any jurisdiction in contravention of applicable law.
This announcement is not an offer for securities for sale in the US and the New
Oryx Ordinary Shares have not been, and will not be, registered under the US
Securities Act 1933 ("the Securities Act") or under the securities laws of any
State, district, or other jurisdiction in the US or any other Restricted
Jurisdiction, and no regulatory clearance has been, or will be, applied for in
any Restricted Jurisdiction. It is expected that the New Oryx Ordinary Shares
will be issued in reliance upon the exemption from the registration requirements
under the Securities Act provided by section 3(a)(10) thereof. Under applicable
US securities laws, AOT Shareholders who are or will be deemed to be
"affiliates" for the purposes of the US Securities Act should consult there own
legal advisers prior to any sale of New Oryx Ordinary Shares received pursuant
to the Scheme.
This announcement contains a number of forward-looking statements relating to
Oryx and AOT. Oryx and AOT both consider any statements that are not historical
facts as 'forward-looking statements'. This involves a number of risks and
uncertainties that could cause actual results to differ materially from those
suggested by the forward-looking statements. Important factors that could cause
actual results to differ materially from estimates or forecasts contained in the
forward-looking statements include, among others, the following possibilities;
future revenues are lower than expected; costs or difficulties relating to the
combination of the businesses of Oryx and AOT, or of other future acquisitions,
are greater than expected; expected cost savings from the transaction or from
other future acquisitions are not fully realised or not realised within the
expected time frame; competitive pressures in the industry increase; general
economic conditions or conditions affecting the relevant industries, whether
internationally or in the places Oryx and AOT do business are less favourable
than expected and/or conditions in the securities market are less favourable
than expected. Except as required by the Prospectus Rules, the Listing Rules,
the Disclosure Rules, the FSA, the London Stock Exchange or applicable law, Oryx
and AOT expressly disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in this
announcement to reflect any change in Oryx or AOT's expectations with regard
thereto or any change in events, conditions or circumstances on which any
statement is based.
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 per cent. or more of any class of "relevant securities" of Oryx or of AOT, 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 or of AOT, 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 or of AOT by Oryx or by AOT, 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.
Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.
Recommended proposed merger of Oryx International Growth Fund Limited with
American Opportunity Trust PLC by way of scheme of arrangement
1. Introduction
The Boards of Oryx International Growth Fund Limited ("Oryx") and American
Opportunity Trust PLC ("AOT") are pleased to announce recommended proposals for
the merger of the two companies to be effected by means of a scheme of
arrangement under section 425 of the Companies Act. As a result of the Merger,
AOT will become a wholly-owned subsidiary of Oryx.
The Merger will be implemented by reference to the relative Formula Asset Values
of Oryx and AOT, which is common practice for investment company mergers. The
Merger is also subject, inter alia, to the passing of the requisite resolutions
by both AOT Shareholders and Oryx Shareholders and to the sanction of the Court.
The Scheme involves the cancellation of AOT's issued share capital and the
creation and issue of New AOT Shares to Oryx, in consideration for Oryx issuing
New Oryx Ordinary Shares to AOT Shareholders. The aggregate number of New Oryx
Ordinary Shares to be issued to AOT Shareholders will be based on the relative
Formula Asset Values of Oryx and AOT, to be determined in accordance with the
Scheme.
2. Background to, reasons for and benefits of the Merger
The Merger will combine the portfolio of AOT with the portfolio of Oryx,
providing AOT Shareholders with the opportunity to widen their spread of
investments, which are principally in North American companies so to encompass
United Kingdom and unquoted companies as part of the underlying portfolio.
The Board of Oryx has been seeking opportunities to enhance shareholder value
through the acquisition of suitable investment companies. In June 2006, Oryx
announced an offer for Baltimore which was declared wholly unconditional in July
2006. The Merger is therefore fully in line with this strategy and the resulting
increase in the size of Oryx's assets under management will enable the
administrative expenses to be spread across an increased asset base. At the same
time the increasing number of Oryx Ordinary Shares in issue, following the
Merger and after the conversion of the Oryx C Shares (issued as part of the
recently completed acquisition of Baltimore), should enhance the liquidity of
Oryx Ordinary Shares and facilitate the management of any discount to the Net
Asset Value at which the Oryx Ordinary Shares may trade. The Board of Oryx
intends to continue such management through the use of its existing buy-back
facility.
The Merger will lead to the portfolio attributable to the Oryx Ordinary Shares
being increased by the acquisition of the portfolio of AOT, which consists
principally of quoted securities issued by North American companies. The
consideration for this acquisition is the issue of New Oryx Ordinary Shares to
AOT Shareholders based on the relative Formula Asset Values of Oryx and AOT to
reflect the costs of the Merger, which are expected to be #750,000 (excluding
VAT). These costs will be met in respect of #125,000 (excluding VAT) by Oryx,
#350,000 (excluding VAT) by AOT and #275,000 (excluding VAT) by North Atlantic
Value, who will continue as the investment manager of the enlarged portfolio.
The terms of the management fee payable to North Atlantic Value by Oryx (which
is based on the Net Asset Value of Oryx) will remain unchanged.
Under the Merger, AOT will become a wholly owned subsidiary of Oryx, the AOT
portfolio and the Oryx portfolio will be merged, and Existing Oryx Shareholders
and the New Oryx Shareholders will have interests in the merged portfolio.
In summary, the Board of Oryx (other than Christopher Mills, who for the reasons
described in paragraph 10 below, has not taken part in the decisions of the
Board of Oryx in relation to the Merger) believes that the Merger will be
beneficial for Existing Oryx Shareholders for the following reasons:
* it will result in the spreading of administrative expenses over a larger
investment portfolio, resulting in a reduction of these expenses on a per
share basis;
* it should reduce Oryx's investment risk due to the significant increase
in the number of investments in Oryx's portfolio; and
* it should enhance the liquidity of the Oryx Ordinary Shares.
At the same time the Board of AOT (other than Christopher Mills, who for the
reasons described in paragraph 10 below, has not taken part in the decisions of
the Board of AOT in relation to the Merger) has for some time been considering
AOT's future, not least given the lack of liquidity in AOT Shares as a
consequence of its relatively small size and the presence of a significant
shareholder. In summary, the Merger is expected to benefit AOT Shareholders
through:
* providing a wider spread of investments through exposure to a portfolio
including UK securities and unquoted securities;
* greater share liquidity, given the substantial increase in the
shareholder base;
* the ability of Oryx to use share buy-back powers when appropriate;
* savings in administrative expenses; and
* continued management by North Atlantic Value, with an activist policy.
3. Terms of the Merger
Under the Merger, all of AOT's issued share capital will be cancelled and New
AOT Shares will be issued, credited as fully paid, to Oryx in exchange for Oryx
issuing New Oryx Ordinary Shares to the former AOT Shareholders. On the
Effective Date, AOT will therefore become a wholly-owned subsidiary of Oryx.
The number of New Oryx Ordinary Shares to be issued to AOT Shareholders under
the Merger will be based on the relative Formula Asset Values of Oryx and AOT
taking into account the costs of the Merger at the FAV Reference Date, being 31
January 2007. It is therefore not possible prior to the FAV Reference Date to
specify the actual number of New Oryx Ordinary Shares to which AOT Shareholders
will become entitled to. Accordingly, the number of New Oryx Ordinary Shares to
be issued will be that number of New Oryx Ordinary Shares as shall have
attributable to them a FAV equal to the AOT FAV at the FAV Reference Date. The
Formula Asset Value of Oryx takes into account only those assets of Oryx
attributable to the Oryx Ordinary Shares and so does not include any assets
acquired as a result of the recent successful offer for Baltimore.
For illustrative purposes only, based on unaudited estimated FAVs for Oryx
Ordinary Shares of 311.6 pence and for AOT Shares of 108.9 pence as at 30
November 2006 (the latest practicable date prior to this announcement), an AOT
Shareholder would receive:
for every 1,000 AOT Shares 349 New Oryx Ordinary Shares
and so in proportion for any greater or lesser number of AOT Shares, save that
fractions of New Oryx Ordinary Shares will not be issued to AOT Shareholders,
but will be aggregated and sold in the market for the benefit of Oryx as
enlarged by the Merger.
On the basis of the above illustration, the Merger would result in the issue of
approximately 5,870,692 New Oryx Ordinary Shares representing approximately 35.5
per cent. of the enlarged issued ordinary share capital of Oryx following the
Merger (prior to the conversion of the Oryx C Shares). The New Oryx Ordinary
Shares will rank pari passu with existing Oryx Ordinary Shares in all respects.
In view of the relative sizes of Oryx and AOT, and because the Merger is a
"related party transaction" for Oryx as described below in paragraph 12, the
Merger is conditional upon approval of the Resolution by Existing Oryx
Shareholders at the Oryx Extraordinary General Meeting. The Merger is also
conditional upon, amongst other things:
* approval of the Scheme and related resolutions by the requisite
majorities of AOT Shareholders at the Scheme Meeting and the AOT
Extraordinary General Meeting;
* the sanction of the Scheme and the confirmation of the associated
Reduction of Capital by the Court at the Court Hearing; and
* the admission of the New Oryx Ordinary Shares to listing on the Official
List of the UK Listing Authority becoming effective in accordance with the
Listing Rules of the UK Listing Authority and to trading on the London
Stock Exchange's market for listed securities becoming effective in
accordance with the Admission and Disclosure Standards made by the London
Stock Exchange.
Further details of the conditions to which the Merger will be subject are set
out in Appendix 1 to this announcement.
4. Illustrative financial effects of the Scheme for AOT Shareholders
The FAVs of AOT and Oryx will be determined for the purpose of the Scheme on the
FAV Reference Date and it is therefore not possible prior to that date to
specify the actual number of New Oryx Ordinary Shares to which AOT Shareholders
will become entitled nor the precise financial effect of the Scheme. However,
there are set out below, by way of example, illustrations of the financial
effects of the Scheme on AOT Shareholders in relation to market value and Net
Asset Value, calculated by reference to the estimated FAVs of AOT and Oryx as at
30 November 2006 (being the latest practicable date prior to the this
announcement) and, in relation to market value only, as at 29 September 2006
(the last Business Day prior to the announcement that talks were in progress in
relation to a possible merger).
As at 29 As at 30
September 2006 November 2006
Effect on Market Value
Market value of 1,000 AOT Shares (Note 1) #1,070.00 #1,075.00
Market value of New Oryx Ordinary Shares received #1,051.65 #1,001.63
(Note 1)
Decrease in market value #18.35 #73.37
Representing a decrease in Market Value of 1.7% 6.8%
Effect on Net Asset Value
NAV of 1,000 AOT Shares (Notes 2 and 3) #1,110.00
NAV of New Oryx Ordinary Shares received (Note 2) #1,087.48
Decrease of #22.52
Representing a decrease in NAV of 2.0%
Notes
1. Market values: the closing middle-market quotation for AOT Shares and Oryx
Ordinary Shares as at 29 September 2006 were 107.00 pence and 285.00 pence
respectively and as at 30 November 2006 were 107.50 pence and 287.00 pence
respectively. The market value of New Oryx Ordinary Shares is based on the
above quotations for Oryx Ordinary Shares and the FAV ratio in note 2 below.
2. FAV ratio: the number of New Oryx Ordinary Shares that a AOT Shareholder will
receive has been based on the relative unaudited FAVs of AOT and Oryx as at
29 September 2006 and 30 November 2006 as calculated by North Atlantic Value,
from which it is assumed that 369 and 349 New Oryx Ordinary Shares
respectively are issued for every 1,000 AOT Shares. The FAV of Oryx takes
into account only those assets of Oryx attributable to the Oryx Ordinary
Shares and does not include any assets acquired as a result of the recent
successful offer for Baltimore. The FAVs for AOT and Oryx assume estimated
costs (excluding VAT) of the Merger of #350,000 and #125,000 to borne by AOT
and Oryx respectively.
3. No account has been taken of any liability for taxation in assessing the
financial effects of the Scheme on AOT Shareholders.
As AOT has a deficit of #694,000 as at 31 January 2006 in its revenue reserve it
is not in a position to pay dividends. Oryx does not expect to realise
significant dividend income from its investments or to receive material amounts
of interest income. As a consequence the Board of Oryx has never declared a
dividend and does not expect to declare dividends on the Oryx Ordinary Shares in
respect of the period ending on the Effective Date or in the immediate future.
However, it is Oryx's policy to distribute substantially all of the net income
(if any) available for distribution, once a year by way of dividend. To the
extent that any dividends are paid they will be paid in accordance with any
applicable laws and regulations of the UKLA and the requirements of the
Companies Laws.
As neither AOT nor Oryx paid or declared a dividend in the last accounting
period and none are anticipated, the Scheme will have no effect on the income of
AOT Shareholders.
5. Information on AOT
AOT is an investment trust whose objective is to provide shareholders with
capital growth through investment in securities issued principally by North
American companies. AOT's investment strategy is to invest in a range of
securities including stub equities, equities and high yielding debt, issued by
North American companies or companies whose principal operating business is in
America.
As at 30 November 2006, the unaudited NAV per AOT share (excluding current
financial year revenue items) was 111.0 pence. AOT's shares are quoted on the
London Stock Exchange main market.
For the sixteen months ended 31 January 2006 AOT reported a total return on
ordinary activities after taxation of #3.0 million (year ended 30 September 2004
#1.6 million) and a fully diluted return per ordinary share of 18.3 pence (year
ended 30 September 2004 9.6 pence). As at 31 January 2006, AOT had net assets of
#20.8 million (as at 30 September 2004 #17.8 million).
For the six months ended 31 July 2006 AOT reported a total loss on ordinary
activities after taxation of #1.3 million (six months ended 31 March 2005
(restated) #0.5 million profit). As at 31 July 2006, AOT had unaudited net
assets of #19.5 million.
Through the Merger AOT will become a wholly owned subsidiary of Oryx and
existing Oryx Ordinary Shareholders and the New Oryx Shareholders will have
indirect interests in both the AOT and Oryx portfolios. Furthermore, it is
anticipated that after the Merger has been implemented AOT will commence a
solvent liquidation.
AOT's management agreement with North Atlantic Value will be terminated on the
Scheme becoming effective without payment of compensation.
6. Information on Oryx
Oryx was established in December 1994 as a closed-ended investment company
incorporated in Guernsey as a company limited by shares. The Existing Oryx
Shares are currently admitted to the Official List and to trading on the main
market for listed securities of the London Stock Exchange.
The investment objective of Oryx is to seek consistently high absolute returns
while maintaining a low level of risk, principally through investment in medium
and small sized quoted and unquoted companies in the United Kingdom and United
States. Target companies typically have strong business models but individually
may have factors constraining their performance, which may be addressed through
Oryx taking an activist approach as a shareholder.
This activist investment strategy involves close and ongoing contact between the
Investment Manager and the boards of investee companies including regular
consultation in relation to proposed or desired corporate actions. The
Investment Manager may, in the light of its knowledge of a particular industry
sector and companies within it, seek to recommend that investee company
management consider certain proposals or advise of the existence of possible
opportunities to enhance shareholder value. While the Investment Manager seeks
pro-actively to contribute to corporate strategy and to comment actively on
board structure, it is overall a passive investor and does not control or seek
to control or to be actively involved in the management of any of its
investments.
Oryx's strategy towards an investment may evolve to reflect changing share price
dynamics and in light of developments within the particular investee company. In
some cases, the activist strategy would not be fully implemented and Oryx will
seek an early exit through an orderly disposal of shares and/or block sales. The
Oryx Directors have confirmed that they do not intend to make any change to this
investment policy as a result of the Merger.
Between its admission to the Official List on 1 March 1995 and 31 October 2006,
Oryx has achieved a strong investment performance, having grown its unaudited
Fully Diluted NAV per Oryx Ordinary Share by 229.2 per cent., which compares to
a total return for the FTSE All Share index of 203.4 per cent. over the same
period.
Oryx has two classes of share in issue, Oryx Ordinary Shares and Oryx C Shares.
On 19 December 2006 (the latest practicable date prior to this announcement),
10,666,088 Oryx Ordinary Shares and 27,566,821 Oryx C Shares were in issue and
on 30 September 2006 the unaudited NAV per Oryx Ordinary Share and Oryx C Share
were 310 pence and 106 pence respectively. The Oryx C Shares were issued as
consideration for the entire issued share capital of Baltimore under the terms
of the Baltimore offer. Shareholders in Baltimore received Oryx C Shares in
exchange for their holdings in Baltimore, with the Oryx C Shares being
attributed to the assets and liabilities of Baltimore, which became a subsidiary
of Oryx as a result of the acquisition. The Oryx C Shares will convert into Oryx
Ordinary Shares when at least 80 per cent. of the attributable portfolio has
been realised and invested in assets selected by North Atlantic Value in
accordance with the Oryx investment strategy or, at latest, on 31 December 2007.
On conversion the Oryx C Shareholders will receive Oryx Ordinary Shares based on
the ratio of the Net Asset Value per Oryx Ordinary Share to the Net Asset Value
per Oryx C Share as at the conversion date, together with deferred shares (which
carry no rights but enable the conversion to proceed without a reduction of
capital that would otherwise require the consent of the Guernsey courts).
Based on the unaudited Net Asset Values per Oryx Ordinary Share and Oryx C Share
as at 30 September 2006 and the number of Oryx C Shares and Oryx Ordinary Shares
in issue on 19 December 2006 as set out above, if conversion had taken place on
that date approximately 9.4 million Oryx Ordinary Shares would have been issued,
representing an increase of approximately 88 per cent. in the number of Oryx
Ordinary Shares currently in issue.
7. The New Oryx Ordinary Shares
The New Oryx Ordinary Shares issued in connection with the Merger will be
ordinary shares of 50 pence each in the share capital of Oryx.
The New Oryx Ordinary Shares will be issued in registered form and will be
capable of being held in both certificated and uncertificated form.
The New Oryx Ordinary Shares will, when issued and fully paid, rank pari passu
in all respects with the Existing Oryx Shares and will be issued free from all
liens, charges, encumbrances and other third party rights and/or interests of
any nature whatsoever.
8. Settlement, Listing and Dealings
Application has been made to the UK Listing Authority and will be made to the
London Stock Exchange for the New Oryx Ordinary Shares to be issued in
connection with the Merger to be admitted to the Official List and to trading on
the London Stock Exchange's main market for listed securities. The New Oryx
Ordinary Shares are expected to be issued on the first Business Day immediately
following the Effective Date (which is currently expected to be 26 February
2007). It is expected that Admission of the New Oryx Ordinary Shares to the
Official List and to trading on the London Stock Exchange's main market for
listed securities will become effective, and that dealings for normal settlement
in the New Oryx Ordinary Shares will commence, on the first Business Day
immediately following the Effective Date (which is currently expected to be 26
February 2007).
The Existing Oryx Shares are already admitted to the Official List, the London
Stock Exchange's main market for listed securities and to CREST. It is expected
that all the New Oryx Ordinary Shares, when issued and fully paid, will be
capable of being held and transferred by means of CREST.
9. Cancellation of listing of the AOT Shares
If the Scheme becomes Effective, it will be binding on all AOT Shareholders
irrespective of whether or not they attend or vote in favour of the Court
Meeting or in favour of the special resolution to be proposed at the AOT
Extraordinary General Meeting. AOT intends to apply to the UK Listing Authority
for the listing of AOT Shares to be suspended on the Effective Date and the
listing will be cancelled on the first Business Day immediately following the
Effective Date.
10. Directors
Christopher Mills, who is a non-executive director of Oryx, as well as a
director of AOT, will remain a director following the Merger. The other
directors of AOT will be resigning as soon as the Merger has been implemented.
Christopher Mills is also the Chief Investment Officer and a director of NASCIT.
He is also a shareholder of Oryx, of AOT and of NASCIT and a member of North
Atlantic Value the investment manager of each company, with personal
responsibility for management of the portfolio of each company. In light of the
conflicts of interest resulting from these positions and holdings, he has taken
no part in any votes or decisions of the Boards of Oryx, AOT and NASCIT in
connection with the Merger, and will not vote at the Oryx Extraordinary General
Meeting in relation to his beneficial holding of 115,000 Oryx Ordinary Shares.
11. Shareholder meetings
The AOT Court Meeting is to be held on 26 January 2007 in order for AOT
Shareholders to approve the Scheme and the extraordinary general meetings of
Oryx and AOT shareholders will also be held on 26 January 2007 in order for
shareholders to consider the resolutions to approve the Merger. The Merger
requires the approval of the shareholders of both companies and the sanction of
the Court.
12. Related party arrangement for Oryx
As at 19 December 2006 NASCIT, a UK investment trust focussing on investment in
a portfolio of quoted and unquoted small companies based in countries bordering
the North Atlantic Ocean owned 9,800,000 AOT Shares representing approximately
58.3 per cent. of the issued share capital of AOT and 3,114,000 Oryx Ordinary
Shares and 2,506,606 Oryx C Shares representing approximately 29.2 per cent. and
9.1 per cent. of the current issued Oryx Ordinary Share capital and of the
issued Oryx C Share capital respectively. If the Merger had proceeded on the
basis of the illustrative Formula Asset Values as at 30 November 2006 set out in
paragraph 3 above, NASCIT would own approximately 39.5 per cent. of the enlarged
ordinary share capital of Oryx (prior to the conversion of the Oryx C Shares).
However, the holders of Oryx C Shares have the right to vote at any general
meeting of Oryx so that, based on the 27,566,821 Oryx C Shares in issue on 19
December 2006, NASCIT would be entitled to cast approximately 20.5 per cent. of
the votes eligible to be cast at any such meeting (and so, amongst other
matters, Rule 9 of the City Code, which relates to holdings of 30 per cent. or
more of such voting rights does not apply).
The holding of NASCIT in Oryx makes NASCIT a "substantial shareholder" and
NASCIT's holding in AOT makes AOT an "associate" of NASCIT, in each case for the
purposes of the Listing Rules. Accordingly the Merger is a "related party
transaction" for Oryx and NASCIT has undertaken not to vote on the resolution at
the Oryx Extraordinary General Meeting and to take all reasonable steps to
ensure that its associates will also not vote.
In accordance with the Listing Rules the merger constitutes a "related party
transaction", therefore the Oryx Shareholders are being asked to vote on and
approve the Merger.
13. Disclosure of interests in AOT Shares by Oryx and its Concert Parties
North Atlantic Value, the Investment Manager of Oryx, is deemed to be acting in
concert with Oryx in respect of investments managed on a discretionary basis and
the holdings of directors and employees of North Atlantic Value. The holdings of
AOT Shares by such persons amounts to 10,443,500 AOT Shares and comprise a
holding of 9,800,000 by NASCIT (the ultimate parent undertaking of AOT) and
644,500 AOT Shares held by Christopher Mills, a director of Oryx, and represent
58.3 per cent. and 3.8 per cent. of AOT Shares in issue respectively.
14. AOT voting intentions
The directors of AOT and NASCIT, who in aggregate hold 63.2 per cent. of the AOT
Shares in issue, have indicated their intention to vote in favour of the
resolutions to be proposed at the Court Meeting and the AOT Extraordinary
General Meeting.
15. Recommendations
The Board of Oryx (excluding Christopher Mills who has not taken part in the
Board's consideration of this matter), which has been so advised by Arbuthnot
Securities, considers that the Merger and the Resolution are in the best
interests of Existing Oryx Shareholders as a whole, and also that the Merger is
fair and reasonable as far as the Existing Oryx Shareholders are concerned. In
providing advice to the Board of Oryx (excluding Christopher Mills), Arbuthnot
Securities has taken account of the commercial assessments of the Board of Oryx
(other than Christopher Mills).
The Board of Oryx (excluding Christopher Mills) unanimously recommends that
Existing Oryx Shareholders vote in favour of the resolution to be proposed at
the Oryx Extraordinary General Meeting. Nigel Cayzer intends to vote in favour
of the Resolution in respect of his non-beneficial shareholding of 540,000 Oryx
C Shares representing in aggregate approximately 1.4 per cent. of the total
issued Existing Oryx Shares.
The Board of AOT (other than Christopher Mills who has not taken part in the
Board's consideration of this matter), which has been so advised by Zeus
Capital, believes that the proposals for the Merger are fair and reasonable and
in the best interests of AOT Shareholders as a whole. Accordingly, the Board of
AOT (other than Christopher Mills) unanimously recommends that AOT Shareholders
should vote in favour of the resolutions to be proposed at the Court Meeting and
at the AOT Extraordinary General Meeting, as they intend to do in respect of
their own beneficial holdings which amount, in aggregate to 193,000 AOT Shares,
representing approximately 1.15 per cent. of the total issued AOT Shares. In
providing its advice to the AOT Directors, Zeus Capital has taken into account
the commercial assessments of the AOT Directors (other than Christopher Mills).
Enquiries:
Oryx International Growth Fund Limited
07831 369 859
Nigel Cayzer (Chairman)
Arbuthnot Securities Limited (Financial advisers to Oryx International)
020 7012 2000
Alastair Moreton
Richard Tulloch
American Opportunity Trust PLC
07831 268 330
Alex Hammond-Chambers (Chairman)
Zeus Capital Limited (Financial advisers to American Opportunity)
020 7965 0755
Glenn Cooper
The full text of the conditions of the Scheme and the Merger set out in Appendix
I to this announcement form part of, and should be read in conjunction with,
this announcement.
Certain definitions are used throughout this announcement and your attention is
drawn to Appendix III at the end of this announcement where these definitions
are set out in full.
Appendix II to this announcement provides details of additional information
regarding the Merger, including the basis of calculations and sources of certain
information included in this announcement.
The directors of Oryx accept responsibility for the information relating to Oryx
and its directors contained in this announcement. To the best of the knowledge
and belief of such directors (who have taken all reasonable care to ensure that
such is the case), the information relating to Oryx and its directors contained
in this announcement, for which they are solely responsible, is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
The directors of AOT accept responsibility for the information relating to AOT
and its directors contained in this announcement. To the best of the knowledge
and belief of such directors (who have taken all reasonable care to ensure that
such is the case), the information relating to AOT and its directors contained
in this announcement, for which they are solely responsible, is in accordance
with the facts and does not omit anything likely to affect the import of such
information.
Arbuthnot Securities, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Oryx and no one else
in connection with the Merger and will not be responsible to any other person
for providing the protections afforded to clients of Arbuthnot Securities or for
providing advice in relation to the Merger or the contents of this announcement.
Arbuthnot Securities is not making any representation or warranty, express or
implied, as to the contents of this announcement.
Zeus Capital, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for AOT and no-one else in
connection with the Merger and will not be responsible to any other person for
providing the protections afforded to clients of Zeus Capital or for providing
advice in relation to the Merger or the contents of this announcement. Zeus
Capital is not making any representation or warranty, express or implied, as to
the contents of this announcement.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
This announcement is not intended to and does not constitute, or form any part
of, an offer or an invitation to purchase or sell any securities or the
solicitation of any vote or approval in any jurisdiction, nor shall there be any
sale, issue or transfer of the securities referred to in this announcement in
any jurisdiction in contravention of applicable law.
This announcement is not an offer for securities for sale in the US and the New
Oryx Ordinary Shares have not been, and will not be, registered under the US
Securities Act 1933 ("the Securities Act") or under the securities laws of any
State, district, or other jurisdiction in the US or any other Restricted
Jurisdiction, and no regulatory clearance has been, or will be, applied for in
any Restricted Jurisdiction. It is expected that the New Oryx Ordinary Shares
will be issued in reliance upon the exemption from the registration requirements
under the Securities Act provided by section 3(a)(10) thereof. Under applicable
US securities laws, AOT Shareholders who are or will be deemed to be
"affiliates" for the purposes of the US Securities Act should consult there own
legal advisers prior to any sale of New Oryx Ordinary Shares received pursuant
to the Scheme.
This announcement contains a number of forward-looking statements relating to
Oryx and AOT. Oryx and AOT both consider any statements that are not historical
facts as 'forward-looking statements'. This involves a number of risks and
uncertainties that could cause actual results to differ materially from those
suggested by the forward-looking statements. Important factors that could cause
actual results to differ materially from estimates or forecasts contained in the
forward-looking statements include, among others, the following possibilities;
future revenues are lower than expected; costs or difficulties relating to the
combination of the businesses of Oryx and AOT, or of other future acquisitions,
are greater than expected; expected cost savings from the transaction or from
other future acquisitions are not fully realised or not realised within the
expected time frame; competitive pressures in the industry increase; general
economic conditions or conditions affecting the relevant industries, whether
internationally or in the places Oryx and AOT do business are less favourable
than expected and/or conditions in the securities market are less favourable
than expected. Except as required by the Prospectus Rules, the Listing Rules,
the Disclosure Rules, the FSA, the London Stock Exchange or applicable law, Oryx
and AOT expressly disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained in this
announcement to reflect any change in Oryx or AOT's expectations with regard
thereto or any change in events, conditions or circumstances on which any
statement is based.
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 per cent. or more of any class of "relevant securities" of Oryx or of AOT, 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 or of AOT, 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 or of AOT by Oryx or by AOT, 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.
APPENDIX I
CONDITIONS TO THE SCHEME AND THE MERGER
Implementation of the Scheme and the Merger is conditional upon:
(i) the approval by a majority in number representing three-fourths in value
of the holders of AOT Shares who are on the register of members of AOT
at the Voting Record Time and who are entitled to be present and voting
either in person or by proxy at the Court Meeting;
(ii) the passing at the AOT Extraordinary General Meeting, or at any
adjournment thereof, of the special resolution required to implement the
Scheme;
(iii) the passing at the Oryx Extraordinary General Meeting, or at any
adjournment thereof of ordinary resolutions to approve the Merger, to
increase the authorised share capital of Oryx and to authorise the
allotment of New Oryx Ordinary Shares to AOT Shareholders;
(iv) the UK Listing Authority having notified Oryx of its decision to admit the
New Oryx Ordinary Shares to the Official List of the London Stock Exchange
(subject to allotment) and the London Stock Exchange having agreed to
admit the New Oryx Ordinary Shares to trading and such decisions not being
changed before the date on which the Court grants the Order sanctioning
the Scheme;
(v) the following conditions being satisfied on the date immediately preceding
the date on which the Court considers sanctioning the Scheme:
(a) no notice having been given or action taken by HM Revenue & Customs which
indicates that AOT may not remain approved as an investment trust pursuant
to section 842 of the Income and Corporation Taxes Act 1988 up to the time
when the Scheme becomes effective or that the Merger and/or the transfer
of AOT's assets to Oryx might cause AOT to cease to be approved as an
investment trust;
(b) no governmental authority, regulatory body, court or other person having
instituted or threatened any action, proceedings or investigation, or
enacted or proposed any statute, regulation or order, which would or might
make implementation of the Scheme and the other steps involved in the
Merger void or illegal, or restrict or prohibit the implementation of the
Merger, or impose material additional conditions in relation to that
implementation, or otherwise adversely affect in any material respect the
business of Oryx or AOT;
(c) there being no material pending or threatened litigation, arbitration
proceedings, prosecution or other legal proceedings against AOT or Oryx;
(d) AOT not having incurred any liability for or in the nature of borrowings,
or any material contingent liability not reflected in its latest annual
report and accounts or disclosed to Oryx in writing before the
announcement of the Merger;
(e) Oryx not having incurred any liability for or in the nature of borrowings,
or any material contingent liability not reflected in its latest annual
report and accounts or disclosed to AOT in writing before the announcement
of the Merger;
(f) except as publicly disclosed before the announcement of the Merger or
contemplated by the Scheme, AOT not having issued any ordinary shares or
securities convertible into, or warrants or options to subscribe for, its
ordinary shares, or entered into any commitment to do so, or made any
material change in its investment policies other than as agreed between
Oryx and AOT, or entered into any material agreement or commitment which
is of a long term or unusual (by reference to AOT's prior practice) nature
or magnitude, other than agreements the existence of which has been
disclosed in writing to Oryx before the announcement of the Merger; and
(g) except as publicly disclosed before the announcement of the Merger or
contemplated by the Scheme, Oryx not having issued any shares or
securities convertible into, or warrants or options to subscribe for, its
shares, or entered into any commitment to do so, or made any material
change in its investment policies, or entered into any material agreement
or commitment which is of a long term or unusual (by reference to Oryx's
prior practice) nature or magnitude, other than agreements the existence
of which has been disclosed in writing to AOT before the announcement of
the Merger; and
(vi) sanction by the Court to the Scheme, confirmation by the Court of the
Reduction of Capital provided for by the Scheme and registration of the
Court Order sanctioning the Scheme and confirming such Reduction of
Capital by the Registrar of Companies.
Any of the conditions in paragraph (v) above may be waived by Oryx and AOT
jointly (or, where appropriate, by the party for whose benefit the relevant
condition exists), in whole or in part, prior to 9.00 a.m. on the date the Court
considers sanctioning the Scheme. References to each of AOT and Oryx in
paragraph (v) are deemed to refer to such company and any subsidiary of such
company in existence at the time of announcement of the Merger or subsequently
acquired and references to materiality in paragraph (v) mean material in the
context of AOT or Oryx (as the case may be) and each such subsidiary, taken as a
whole. The Scheme will only become effective if all conditions are satisfied (or
waived (as the case may be)).
APPENDIX II
SOURCES AND BASES OF INFORMATION
1. Information on Oryx's unaudited Fully Diluted Net Asset Value per Oryx Share
of 96 pence as at its admission to the Official List in March 1995 is
sourced from Oryx's report and accounts for the period ended 31 March 1996.
2. Information on Oryx's unaudited Net Asset Value per Oryx Ordinary Share of
316 pence as at 31 October 2006 is sourced from Oryx's unaudited monthly NAV
per Oryx Ordinary Share announcement, announced on 30 November 2006.
3. Information on AOT's unaudited Net Asset Value per AOT Share of 111 pence as
at 30 November 2006 is sourced from AOT's unaudited monthly NAV per AOT Share
announcement, announced on 20 December 2006.
4. The information relating to the total return of the FTSE All Share Index in
this announcement has been sourced from Thomson Financial Datastream.
5. Unless otherwise stated, all prices quoted for Oryx Shares and AOT Shares are
closing mid-market prices and sourced from Thomson Financial Datastream.
6. Unless otherwise stated, the financial information for AOT is extracted from
AOT's annual report and accounts for the 16 months ended 31 January 2006 and
from AOT's unaudited interim results for the six months ended 31 July 2006.
7. References to the valuation and statements relating to or involving the
issued share capital of Oryx or AOT are as at 19 December 2006 (the last
practicable date prior to this announcement) and are based on:
(i) the issued share capital of AOT being 16,821,469 ordinary shares of 12.5
pence each; and
(ii) the issued share capital of Oryx being 10,666,088 ordinary shares of 50
pence each and 27,566,821 C shares of 50 pence each.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement, unless the context
requires otherwise:
"Admission" the admission of the New Oryx Ordinary Shares to be
issued in connection with the Merger to the Official
List in accordance with the Listing Rules and to
trading on the London Stock Exchange's market for
listed securities becoming effective in accordance
with the Admission and Disclosure Standards;
"Admission and Disclosure the requirements contained in the publication
Standards" "Admission and Disclosure Standards" containing,
amongst other things, admission requirements to be
observed by companies seeking admission to trading
on the London Stock Exchange's main market for
listed securities;
"AOT" American Opportunity Trust Plc;
"AOT Directors" the directors of AOT;
"AOT Extraordinary General the extraordinary general meeting of AOT to be held
Meeting" at 10.45 a.m. on 26 January 2007;
"AOT Shareholders" holders of AOT Shares;
"AOT Shares" fully paid ordinary shares of 12.5 pence each in
AOT;
"Arbuthnot Securities" Arbuthnot Securities Limited whose office is at
Arbuthnot House, 20 Ropemaker Street, London EC2Y
9AR;
"Baltimore" Baltimore Capital plc (formerly called Baltimore
plc);
"Board" the board of directors of Oryx and/or AOT, as the
case may be, or a duly constituted committee
thereof;
"Business Day" a day on which the London Stock Exchange is open for
transaction of business;
"certificated" a share or security which is not in uncertificated
form (that is, not in CREST);
"City Code" or "Code" the City Code on Takeovers and Mergers;
"Companies Act" the Companies Act 1985 as amended;
"Companies Laws" the Companies (Guernsey) Laws 1994 to 1996, as
amended and the Companies (Purchase of own Shares)
Ordinance 1998;
"Court" the High Court of Justice in England and Wales;
"Court Hearing" the hearing by the Court in the petition to sanction
the Scheme and to confirm the cancellation and
extinguishment of the Scheme Shares provided for
under section 137 of the Companies Act;
"Court Meeting" the meeting of AOT Shareholders convened by order of
the Court pursuant to section 425 of the Companies
Act to be held at 10.30 a.m. on 26 January 2007 to
consider and, if thought fit, approve the Scheme,
including any adjournment thereof;
"Court Order" or "Order" the order of the Court sanctioning the Scheme under
section 425 of the Companies Act and confirming the
Reduction of Capital;
"CREST" the relevant system for the paperless settlement of
trades and the holding of uncertificated securities
operated by CRESTCo Limited in accordance with the
Uncertificated Securities Regulations 2001 (SI 2001
No. 01/3755), as amended from time to time;
"Effective" the Scheme having become effective pursuant to its
terms;
"Effective Date" the date on which the Scheme becomes Effective;
"Existing Oryx holders of Existing Oryx Shares;
Shareholders"
"Existing Oryx Shares" Oryx Ordinary Shares and Oryx C Shares in issue as
at the date of this announcement;
"FAV" or "Formula Asset the formula asset value, attributable to AOT or
Value" Oryx, as the context so requires at the close of
business on the FAV Reference Date on a fully
diluted basis;
"FAV Reference Date" the date at the close of business on which the AOT
FAV and the Oryx FAV will be calculated, being 31
January 2007;
"Fully Diluted NAV per the NAV per Oryx Ordinary Share adjusted (where
Oryx Ordinary Share" appropriate) to take account of the dilution (if
any), which would have arisen from the exercise of
all the Oryx Convertible Loan Stock and Oryx
Warrants outstanding at the relevant time but
excluding the Management Options;
"Investment Manager" North Atlantic Value;
"Listing Rules" the rules and regulations made by the Financial
Services Authority under Part VI of FSMA;
"London Stock Exchange" London Stock Exchange plc;
"Merger" the proposed merger of Oryx and AOT to be effected
by the Scheme;
"NASCIT" North Atlantic Smaller Companies Investment Trust
Plc;
"NAV" or "Net Asset Value" the aggregate value of the net assets of a company
(that is, the value of its assets less the value of
its liabilities) calculated in accordance with the
company's accounting policies or, where the context
requires, the part of that amount attributable to a
particular class of shares;
"NAV per AOT Share" or the aggregate value of the Net Asset Value of AOT
"Net Asset Value per AOT divided by the relevant number of AOT Shares in
Share" issue;
"NAV per Oryx Ordinary the aggregate value of the Net Asset Value of Oryx
Share" or "Net Asset Value divided by the relevant number of Oryx Ordinary
per Oryx Ordinary Share" Shares in issue;
"New AOT Shares" means the fully-paid new shares in AOT to be issued
to Oryx (or such company as Oryx may nominate)
pursuant to the Scheme;
"New Oryx Ordinary Shares" means the Oryx Ordinary Shares proposed to be issued
wholly paid to AOT Shareholders pursuant to the
Scheme;
"New Oryx Shareholders" holders of New Oryx Ordinary Shares;
"North Atlantic Value" North Atlantic Value LLP;
"Official List" the list maintained by the UK Listing Authority
pursuant to Part VI of FSMA;
"Oryx" Oryx International Growth Fund Limited, and, where
the context requires, all of its subsidiary
undertakings;
"Oryx C Shareholders" means a holder of Oryx C Shares;
"Oryx C Shares" fully paid C shares of 50 pence each in Oryx;
"Oryx Directors" the directors of Oryx at the date of this
announcement;
"Oryx Extraordinary the extraordinary general meeting of Oryx convened
General Meeting" for 10.00 a.m. on 26 January 2007 (or any
adjournment of it) to approve the Resolution;
"Oryx Ordinary holders of Oryx Ordinary Shares;
Shareholders"
"Oryx Ordinary Shares" the ordinary shares of 50 pence each in the capital
of Oryx;
"Oryx Shareholder the circular to be sent to Existing Oryx
Circular" Shareholders to approve, among other matters, the
Merger and containing a notice convening the Oryx
Extraordinary General Meeting;
"Oryx Shareholders" means together the Oryx Ordinary Shareholders and
the Oryx C Shareholders
"Oryx Shares" the Oryx Ordinary Shares and the Oryx C Shares;
"Prospectus" the prospectus of Oryx, to be sent to Existing Oryx
Shareholders and AOT Shareholders;
"Reduction of Capital" the reduction of AOT's share capital involving the
cancellation and extinguishing of the Scheme Shares
provided for by the Scheme under Section 137 of the
Companies Act 1985;
"Resolution" the resolution to be proposed at the Oryx
Extraordinary General Meeting to approve the Merger;
"Restricted Jurisdictions" any jurisdictions where offering to acquire AOT
Shares from a AOT Shareholder resident in such
jurisdiction and/or allot and issue the New Oryx
Ordinary Shares by way of consideration for such
acquisition would breach any applicable law;
"Scheme" the Scheme of Arrangement of AOT under Section 425
of the Companies Act 1985 and the related Reduction
of Capital, with any modification thereof or
addition thereto or condition approved or imposed by
the Court;
"Scheme Document" the document sent to AOT shareholders which
contains, among other things details of the Scheme;
"Scheme Meeting" the meeting of AOT Shareholders, as convened by
order of the Court under section 425 of the
Companies Act, to consider and if thought fit,
approve the Scheme;
"Scheme Shares" (a) the AOT Shares in issue at the date of this
document;
(b) any AOT Shares issued after the date of this
document and before the voting record time; and
(c) any AOT Shares issued at or after the voting
record time and before 5.00 p.m., on the
Business Day prior to the confirmation by the
Court of the Reduction of Capital provided for
by the Scheme in respect of which the original
or any subsequent holders thereof are, or shall
have agreed in writing to be, bound by the
Scheme, but excluding those shares held by Oryx;
"UK Listing Authority" the FSA acting in its capacity as the competent
authority for the purpose of Part VI of FSMA;
"uncertificated form" recorded on the relevant register or other record of
the share or other security concerned as being held
in uncertificated form in CREST and title to which,
by virtue of the Regulations, may be transferred by
means of CREST;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern
Ireland;
"United States" the United States of America, its territories and
possessions and any state of the United States of
America and the District of Columbia; and
"Zeus Capital" Zeus Capital Limited.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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