UK Mortgages Ltd Scheme Entitlements
23 März 2022 - 2:00PM
UK Regulatory
TIDMUKML
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)
Scheme Entitlements
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 £1.1421
Acquisition Value per UKML Share £0.8331
Exchange ratio (UKML:TFIF) 0.72946436
Number of New TFIF Shares issued under the 130,427,846
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.
Expected timetable
2022
Date of transfer of Rollover Pool to TFIF 24 March
Admission of the New TFIF Shares issued under the 8.00am on 24 March
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 TFIF Shares 24 March
issued under the Scheme
Share certificates in respect of the New TFIF Shares Week commencing 28 March
issued under the Scheme expected to be despatched
UKML shares cancelled from trading on the London 7.30am on 30 March
Stock Exchange
Further details
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.
Enquiries:
Numis
Financial Adviser and Corporate Broker to TFIF
Hugh Jonathan / Matt Goss
Tel: 020 7260 1000
Numis
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
Tom Angus
Tel: 01534 885748
Northern Trust International Fund Administration Services (Guernsey) Limited
Company Secretary to both TFIF and UKML
Tel: 01481 745001
Notes:
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.
END
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