F&C Asset Management PLC Sanction of Scheme (4954G)

TIDMFCAM

RNS Number : 4954G

F&C Asset Management PLC

07 May 2014

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

7 May 2014

RECOMMENDED CASH ACQUISITION

of

F&C ASSET MANAGEMENT PLC

by

BMO GLOBAL ASSET MANAGEMENT (EUROPE) LIMITED

a wholly-owned subsidiary of

BANK OF MONTREAL

to be effected

by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

Sanction of Scheme

F&C Asset Management plc ("F&C") is pleased to announce that, at the Scheme Court Hearing this morning, 7 May 2014, in connection with the proposed acquisition of F&C by BMO Global Asset Management (Europe) Limited, the Court made an order sanctioning the Scheme and confirming the Capital Reduction associated with the Scheme (the "Scheme Court Order"). The Scheme Court Order has now been delivered to the Registrar of Companies and, accordingly, the Scheme and the Acquisition have become fully effective in accordance with their terms.

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the circular to F&C Shareholders dated 24 February 2014 (the "Scheme Document").

Suspension of trading and cancellation of admission to trading of F&C Shares

The listing of F&C Shares on the premium listing segment of the Official List of the UK Listing Authority and trading in F&C Shares on the main market for listed securities of the London Stock Exchange have been suspended since 7.30 a.m. (London time) this morning and an application has been made by the Company to cancel the admission to trading of the F&C Shares on the main market for listed securities of the London Stock Exchange and the listing of F&C Shares on the premium listing segment of the Official List of the UK Listing Authority. Such cancellations are expected to occur by no later than 8.00 a.m. (London time) tomorrow morning, 8 May 2014.

Next Steps

The consideration of 120 pence per Scheme Share to be paid to Scheme Shareholders pursuant to the Scheme is expected to be despatched (in the case of certificated holders of Scheme Shares) or settled in CREST (in the case of uncertificated holders of Scheme Shares) by no later than 21 May 2014.

Despatch of cheques or payment by BACS to mandated UK Sterling bank accounts to eligible F&C Shareholders in respect of the F&C Ordinary Dividend is expected to be made no later than 20 May 2014.

Enquiries

 
F&C                                            Tel: [phone] 
                                                8000 
Richard Wilson 
 David Logan 
J.P. Morgan Cazenove (financial advisor        Tel: [phone] 
 and corporate broker to F&C)                   4000 
John Mayne 
 Dwayne Lysaght 
 Mike Collar 
F&C Media Relations 
Richard Janes (F&C)                            Tel: [phone] 
 Neil Doyle (FTI Consulting (public relations   4298 
 advisor to F&C))                               Tel: [phone] 
                                                7237 
 

Further Information

J.P. Morgan Limited is authorised and regulated in the UK by the FCA. J.P. Morgan Securities plc is authorised in the United Kingdom by the PRA and regulated by the FCA and the PRA. J.P. Morgan Limited and J.P.Morgan Securities plc conduct their UK investment banking business as J.P. Morgan Cazenove (J.P. Morgan Cazenove). J.P. Morgan Cazenove is acting as financial adviser and broker exclusively for F&C 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 set out in this announcement and will not be responsible to anyone other than F&C for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.

Overseas Jurisdictions

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with UK law, the Listing Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside of the UK.

Copies of this announcement and formal documentation relating to the Acquisition will not be, and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

The receipt of cash pursuant to the Acquisition by a Canadian Holder as consideration for the cancellation of its Scheme Shares pursuant to the Scheme may be a taxable transaction for Canadian federal income tax purposes and under applicable Canadian provincial income tax laws, as well as foreign and other, tax laws. Each F&C Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the cancellation of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each F&C Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since BMO and F&C are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Publication on website and hard copies

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on F&C's website at www.fandc.com by no later than 12 noon (London time) on the business day following this announcement. For the avoidance of doubt, the content of that website is not incorporated by reference and does not form part of this announcement.

You may request a hard copy of this announcement by contacting the Company Secretary of F&C during business hours on [phone] or by submitting a request in writing to the Company Secretary of F&C at Exchange House, Primrose Street, London EC2A 2NY. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

This information is provided by RNS

The company news service from the London Stock Exchange

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