NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART), IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A TAKEOVER
OFFER OR AN OFFER OF SECURITIES.
20 July 2020
UK MORTGAGES LIMITED
(a closed-ended investment company incorporated in Guernsey with
registration number 60440)
LEI 549300388LT7VTHCIT59
Possible Offer by M&G Investment
Management Ltd
The Board of UK Mortgages Limited (the "Company") notes the
announcement earlier today by M&G Investment Management Ltd
(“M&G”) (the “Possible Offer Announcement”), in its capacity as
manager of M&G Speciality Finance Fund (GBP) SCSp (the “Fund”),
regarding the possible cash offer by the Fund for the entire issued
and to be issued share capital of the Company (the “Possible
Offer”).
The Company notes that in accordance with Rule 2.6(a) of the
Takeover Code, M&G has until 5.00pm on 17 August
2020, being 28 days after today’s date, to either announce a
firm intention to make an offer for the Company in accordance with
Rule 2.7 of the Takeover Code or announce that it does not intend
to make an offer for the Company, in which case the announcement
will be treated as a statement to which Rule 2.8 of the Takeover
Code applies. This deadline will only be extended with the consent
of the Company and the Takeover Panel in accordance with Rule
2.6(c) of the Takeover Code.
The Possible Offer Announcement does not amount to an
announcement of a firm intention to make an offer under Rule 2.7 of
the Takeover Code and there can be no certainty that any offer will
be forthcoming. Shareholders are urged to take no action.
The Company will make a further announcement in due course.
This statement is being made by the Company without the prior
agreement or approval of M&G.
Enquiries:
UK Mortgages Limited
Christopher Waldron (Chairman)
020 7260
1000
Numis Securities Limited, Financial Adviser and Corporate
Broker
Hugh
Jonathan
020 7260 1000
Nathan Brown
Stuart Ord
Rule 2.9 of the Code
For the purposes of Rule 2.9 of the Code, UK Mortgages Limited
confirms that it has in issue 273,065,390 ordinary shares of
1 pence each. The ISIN for the
shares is GG00BXDZMK63.
Further information
This announcement is not intended to and does not constitute an
offer to buy or the solicitation of an offer to subscribe for or
sell or an invitation to purchase or subscribe for any securities
or the solicitation of any vote in any jurisdiction. The release,
publication or distribution of this announcement in whole or in
part, directly or indirectly, in, into or from certain
jurisdictions may be restricted by law and therefore persons in
such jurisdictions should inform themselves about and observe such
restrictions.
Numis Securities Limited ("Numis"), which is authorised and
regulated in the United Kingdom by
the Financial Conduct Authority, is acting exclusively for UK
Mortgages Limited and no one else in connection with the matters
set out in this announcement and will not regard any other person
as its client in relation to the matters in this announcement and
will not be responsible to anyone other than UK Mortgages Limited
for providing the protections afforded to clients of Numis, nor for
providing advice in relation to any matter referred to herein.
Forward looking statements
This announcement, oral statements made regarding the possible
offer, and other information published by UK Mortgages Limited may
contain statements which are, or may be deemed to be,
“forward-looking statements”. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather on current expectations and projections of the management of
UK Mortgages Limited about future events, and are therefore subject
to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by
the forward-looking statements. The forward-looking statements
contained in this announcement include statements relating to the
expected timing and scope of the possible. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as “plans”, “expects” or “does not
expect”, “is expected”, “is subject to”, “budget”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates” or “does not
anticipate”, or “believes”, or variations of such words and phrases
or statements that certain actions, events or results “may”,
“could”, “should”, “would”, “might” or “will” be taken, occur or be
achieved. Although UK Mortgages Limited believe that the
expectations reflected in such forward-looking statements are
reasonable, UK Mortgages Limited can give no assurance that such
expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. Such
forward-looking statements should therefore be construed in the
light of such factors. Neither UK Mortgages Limited, nor any of its
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Other
than in accordance with its legal or regulatory obligations
(including under the UK Listing Rules and the Disclosure and
Transparency Rules of the FCA), UK Mortgages Limited is under no
obligation, and expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person’s interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm
(London time) on the 10th business
day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person’s interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm
(London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel’s website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel’s Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement and the documents required to be
published by Rule 26 of the Code will be made available on UK
Mortgages Limited’s website at
www.twentyfouram.com/funds/uk-mortgages-fund/. by no later than 12
noon (London time) on the business
day following the date of this announcement. For the avoidance of
doubt, the contents of the website are not incorporated into and do
not form part of this announcement.