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 Scheme |
130,427,846 |
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 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 |
24 March |
| 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 |
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.