Liontrust Asset Management PLC Acquisition of GAM Holding AG (3505Y)

TIDMLIO

RNS Number : 3505Y

Liontrust Asset Management PLC

04 May 2023

THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR")).

LEI: 549300XVXU6S7PLCL855

For immediate release

4 May 2023

Liontrust Asset Management Plc

("Liontrust" or the "Company")

Proposed Acquisition of GAM Holding AG

Introduction

Liontrust, the specialist fund management group, today announces that it has conditionally agreed to acquire the entire issued share capital of GAM Holding AG ("GAM"), a global investment management group (the "Proposed Acquisition"), by way of public exchange offer with ordinary shares of 1 pence each in the capital of Liontrust ("Liontrust Shares" , and each individually a "Liontrust Share") to be issued to GAM shareholders for a total consideration representing a valuation of the entire issued share capital of GAM of CHF 107 million (GBP96 million) (the "Consideration"), equivalent to CHF 0.6723 per publicly held registered shares (Namenaktien) of GAM with a nominal value of CHF 0.05 each ("GAM Shares", and each individually a "GAM Share"), on completion of the Proposed Acquisition ("Completion").

GAM is a global investment manager that is listed in Switzerland and has, within its Investment Management division, assets under management and advice ("AuMA") of CHF 23.3 billion (GBP20.9 billion) as at 31 March 2023. GAM has global distribution with offices in 12 countries and is geographically diverse with clients in almost every continent. It has 3,500 clients globally, of which around 2,700 are based in Europe.

Highlights of the Proposed Acquisition:

   --    Creates a global asset manager with GBP53 billion in AuMA on a pro forma basis(1) ; 

-- Accelerates the development of Liontrust by meeting all seven of our strategic objectives(2) ;

-- The Proposed Acquisition, before transaction and re-organisation costs, is expected to be significantly earnings enhancing with regards to adjusted diluted earnings per share for the financial year ending 31 March 2025 (being the first full year after Completion) and in future years;

-- The Consideration will be satisfied by the issue of 9.4 million new Liontrust Shares, and it is expected that GAM shareholders will own approximately 12.6 per cent. of the combined group on Completion;

   --    The Proposed Acquisition is expected to complete in the 4(th) quarter of 2023; 

Expands product

-- Broadens Liontrust's fund range and asset classes, including in fixed income, thematic equities and alternatives. This provides a platform for growth by providing enhanced client solutions globally and reduces the correlation of returns across the fund range through increased diversification;

-- Twelve funds will have assets of more than GBP1 billion (seven managed by Liontrust and five by GAM) and both asset managers have a heritage of responsible investing;

Strengthens distribution

-- Expands distribution globally, with 62% of GAM's AuMA sourced from continental Europe while Liontrust is a leading asset manager in the UK with the 6(th) strongest brand (Source: Broadridge);

-- Increases Liontrust's physical presence in Europe, including a long history in Switzerland, and provides offices in Asia, and the US and therefore a platform for expansion in those areas;

-- Creates a broader client base for the combined group's funds globally and benefits from the existing strong relationships with distributors of both asset managers;

Enhances investment talent

   --    Adds experienced investment teams, including nine fund managers rated A to AAA by Citywire; 

-- By AuMA, 75% of GAM's funds were in the 1(st) or 2(nd) quartile of their respective sectors over 3 and 5 years to 31 March 2023;

-- Liontrust will provide an attractive home for the active fund managers at GAM: they will benefit from Liontrust's focus on independent, distinct processes; strong risk and compliance culture and framework; delivery across sales and marketing; a strong brand; financial stability; and the support provided by the business processes and infrastructure; and

Fund management services

-- The Board understands that GAM has reached agreement in principle to transfer all third-party fund management services clients serviced out of Luxembourg and Switzerland to a specialist asset servicing company active across Europe, with further details to be announced by GAM in due course.

(1) Liontrust AuMA of GBP31,760 million as at 17 April 2023 (source: Liontrust). GAM's Investment Management division AuMA of CHF 23,280 million (GBP20,914 million) as at 31 March 2023 (source: GAM)

(2) Be a responsible company and investor; Deliver market leading investment performance over the longer term; Diversify the fund range; Expand distribution and the client base; Enhance the investor experience; Attract and develop talent; and Develop the business infrastructure to help drive growth.

John Ions, Chief Executive of Liontrust , said: "This is a significant acquisition that accelerates the growth of Liontrust through enhancing our distribution globally, product capability and investment talent.

Liontrust and GAM are both client centric businesses that thrive on providing solutions and first-class service. The enlarged company will provide the platform from which to deliver this to a broader client base.

We have been impressed by the quality of the investment teams at GAM. There is commonality in that Liontrust and GAM are both committed to independent and distinct processes for each of their investment teams. Liontrust specialises in providing an environment in which investment teams can thrive, including through the excellence of our sales and marketing, a robust business infrastructure, strong risk and compliance culture, and the stability that comes with financial strength.

Liontrust is committed to the international business and client relationships that GAM has built. We are especially pleased to have such a strong operation in Switzerland which has been so important to GAM's heritage.

The quality of the investment teams across the different asset classes, the talent in the business and the breadth of the distribution at GAM, combined with Liontrust's existing investment capability and strong brand, sales, marketing, and communications, gives me great confidence we will grow the enlarged business to create long-term value.

Liontrust and GAM will work together to provide a seamless transition for clients and enhancing the service provided in the future. "

Peter Sanderson, CEO of GAM, said: "I am delighted we have agreed this transaction with Liontrust. Our distinctive approaches to investing are closely aligned, and this combination represents the best opportunity for our talented team of professionals at GAM to continue to provide clients with high conviction active investment strategies. The resulting business will have a strong balance sheet, a broader array of excellent investment products, and a global distribution footprint from which to deliver growth that our shareholders can participate in the future."

David Jacob, Chairman of GAM, said "I would like to thank all my colleagues at GAM for their hard work and dedication while we worked to determine the best option for the future of the firm. I am confident that the loyalty of our clients will be rewarded since they will now benefit from the increased capabilities and stability of the combined firm. Our shareholders have been patient, and I and my fellow Board members are unanimous in our recommendation that they should tender their shares in response to the offer from Liontrust."

Information on GAM

GAM is a Swiss-based independent investment manager, formed in 1983 with the aim to provide access to great investment talent. GAM's Investment Management division has grown to AuMA of CHF 23.3 billion (GBP20.9 billion) as at 31 March 2023, using active strategies across discretionary and specialist solutions. GAM has a well-regarded product range, with leadership in fixed income and multi-asset products, equating to 68% of its Investment Management division AuMA, as well as strength in Equities, Alternatives and Wealth Management.

GAM Investment Management division AUMA by product as at 31 March 2023:

 
                        Total   UK Funds   International   Segregated   Portfolios 
                       (GBPm)     (GBPm)    Funds (GBPm)     Accounts       (GBPm) 
                                                               (GBPm) 
 Equities               4,837        484           3,492          861            - 
                     --------  ---------  --------------  -----------  ----------- 
 Fixed income           9,154         41           8,099        1,014            - 
                     --------  ---------  --------------  -----------  ----------- 
 Multi-asset            5,018          -           3,971        1,047            - 
                     --------  ---------  --------------  -----------  ----------- 
 Alternative            1,107          -             728          379            - 
                     --------  ---------  --------------  -----------  ----------- 
 Wealth Management        798          -               -            -          798 
                     --------  ---------  --------------  -----------  ----------- 
 Total                 20,914        525          16,290        3,301          798 
                     --------  ---------  --------------  -----------  ----------- 
 

Source: GAM

GAM has a strong focus on institutional and intermediary clients. GAM is a geographically diverse company; it has global distribution with offices in 12 countries, it has 100 investment professionals globally, and has clients in almost every continent, with 97% of funds AuMA domiciled outside the UK.

The GAM Shares are listed on SIX Swiss Exchange ("SIX") (Security Number: 10265962; ISIN: CH0102659627; ticker symbol: GAM).

Background to and reasons for the Proposed Acquisition

The Proposed Acquisition of GAM will accelerate Liontrust's strategic progress and growth through its broader investment capability, global distribution and increased financial resources.

Liontrust has seven strategic objectives and the Proposed Acquisition will enable the business to meet all of them, benefiting the two companies, clients, shareholders and employees.

Deliver market leading investment performance over the longer term: GAM's investment teams have delivered strong performance over the long term across asset classes, and nine fund managers are rated A to AAA by Citywire.

By AuMA, 75% of GAM's funds were in the 1(st) or 2(nd) quartile of their respective sectors over 3 and 5 years to 31 March 2023. Over three years, 46% of GAM funds were in the 1(st) quartile and over five years it was 45%. Over three years, 37% of GAM funds were in the top decile and 40% were in the top decile over five years (source: GAM).

Liontrust provides an environment to enable investment teams to focus on managing their portfolios without distractions within a strong risk and compliance framework and with the support of the rest of the business to deliver performance and a growth in assets.

Diversify the fund range: GAM's broad range of funds and asset classes will enhance Liontrust's product range. The expanded range will offer the potential to grow the combined client base and provides Liontrust with differentiated performance across the fund range through the market cycle.

GAM's existing product offering is complementary to Liontrust's especially in fixed income and alternatives. GAM will strengthen Liontrust's fixed income offering, adding capabilities in: Asset Backed securities, Emerging Markets debt, Global Credit, Global Rates Catastrophe bonds and Insurance Linked Securities. Equities will continue to be the largest product for the enlarged company, with GAM adding and strengthening capabilities in: Asia, Japan and Emerging Markets, Thematic Global Equities, Europe, Luxury Brands and UK Income. GAM will also expand the multi-asset and alternatives propositions and provide a capability in wealth management.

This increased product depth will be expected to support growth in Liontrust's market share over time and enable the Company to better mitigate against market volatility and changing demand for investment styles. The Proposed Acquisition will lead to a step change in scale, with 12 funds having more than GBP1 billion of AuMA (two for Economic Advantage, one for Global Fundamental, four for Sustainable Investments, four for GAM Fixed Income and one for GAM Multi-Asset) .

Liontrust intends to rebrand all GAM funds as Liontrust as soon as possible after Completion of the Proposed Acquisition and for the GAM business to operate under the Liontrust brand.

Expand distribution and the client base: GAM will enhance distribution globally and provide the opportunity to increase sales and market share. GAM's largest markets are Switzerland, Germany, Iberia, Italy and the US, compared with the UK for Liontrust, and therefore the two companies have limited overlap in distribution by source of AuMA. The Proposed Acquisition also presents the opportunity to access and develop nascent markets such as the Americas and Asia-Pacific, where GAM has a presence.

Be a responsible company and investor : Liontrust and GAM are both committed to being responsible investors. The Proposed Acquisition will provide the resources and focus to continue to develop this.

Enhance the investor experience : Liontrust and GAM are both focused on providing excellent client service and the enlarged company will deliver engaging experiences for investors globally.

Attract and develop talent : The experienced fund managers and other employees at GAM will benefit from the environment at Liontrust, the enhanced distribution, strong brand and marketing, and the resources of the enlarged company.

Develop the business infrastructure to help drive growth : The combined infrastructure, single operating model and the rigorous Liontrust business processes will benefit GAM's investment teams, employees and clients. The combined entity will benefit from economies of scale, with expected cost savings enabling Liontrust to invest in distribution, marketing and client servicing.

Liontrust current trading update

On 19 April 2023, Liontrust released its trading update for both the 12 months and three months ended 31 March 2023, the highlights from this trading update are noted below:

-- Adjusted profit before tax(1) to be ahead of market expectations for the financial year ended 31 March 2023 and will be not less than GBP86 million;

-- Net outflows of GBP2.0 billion in the three-month period ending 31 March 2023 and GBP4.8 billion for the financial year ended 31 March 2023;

-- AuMA were GBP31.4 billion as at 31 March 2023, a decrease of 3.6% over the three month period; and

   --    AuMA as at 17 April 2023 were GBP31.8 billion. 

(1) Adjusted profit before tax is an alternative performance measure. See page 30 of the Liontrust Annual Report and Financial Statements 2022 for further details.

Details of the Proposed Acquisition

The Company has conditionally agreed to acquire the entire issued share capital of GAM for the Consideration, valuing each GAM Share at CHF 0.6723. It is expected that Liontrust will offer 0.0589 Liontrust Shares for one (1) GAM Share (the "Exchange Ratio")(1) . The Consideration represents a valuation of the entire issued share capital of GAM of CHF 107 million (GBP96 million) and a 16 per cent. discount to the closing GAM Share price on 3 May 2023, the latest practicable date prior to this announcement. The Consideration will be satisfied by the issue of 9,377,259 new ordinary shares(2) in Liontrust, and it is expected that GAM shareholders will own approximately 12.6 per cent. of the combined group on Completion.

(1) The Exchange Ratio will be reduced or increased by the gross amount of any dilutive effects in respect of the GAM Shares and/or the Liontrust Shares prior to Completion.

(2) Liontrust Shares are to be issued using the Exchange Ratio which is calculated using a price of GBP10.1876 per Liontrust Share, being the 60-day VWAP to 3 May 2023. and the average GBP/CHF exchange rate of 1.1197 over the last sixty 60 trading days to 3 May 2023.

The Board understands that GAM shareholders, including directors and senior management of GAM, representing approximately 19.6% of GAM's issued share capital have already indicated that they will support the Proposed Acquisition.

Based on March 2023, annualised run-rate revenues for GAM's Investment Management division of CHF 118 million (GBP106 million), the Consideration values GAM at 0.9 times revenues(3) , a material discount to the prevailing rating of listed asset managers in Europe.

(3) The Based on Consideration of CHF 107 million divided by March 2023 annualised run-rate revenues of CHF 118 million.

Liontrust intends to launch a public exchange offer ("Offer" or "Exchange Offer") for GAM on or around 9 June 2023, pursuant to article 125 et seq. of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of 19 June 2015, as amended, for all GAM Shares (the "Offer Prospectus").

The Proposed Acquisition constitutes a Class 1 transaction under the UK Listing Rules. Accordingly, it is subject to the approval of the Company's shareholders ("Shareholders"), which is to be sought at a general meeting before Completion (the "General Meeting"). A circular containing full details of the Proposed Acquisition will be published in due course, on or around the same day as the Offer Prospectus with the General Meeting taking place at least 21 clear days later. The Board intends to recommend that Shareholders vote in favour of the Proposed Acquisition.

Completion is conditional upon, inter alia, obtaining applicable regulatory approvals and GAM's exit ("FMS Exit") from its Fund Management Services business, which provides administration services to third party clients, as well as the Exchange Offer in respect of the Proposed Acquisition being accepted by GAM shareholders representing at least 66 2/3 per cent. of the issued share capital of GAM, the admission of the new Liontrust Shares to the London Stock Exchange and the Offer becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Completion. Completion is also conditional on Liontrust shareholders approving the Proposed Acquisition at the General Meeting and subject to GAM adhering to customary pre-closing obligations regarding the conduct of its business. Subject to the satisfaction of the applicable conditions, Completion is expected to take place in the fourth quarter of 2023.

Liontrust has also agreed to provide GAM with two tranches of short-term secured financial support in an aggregate amount of up to GBP17.8 million (" Financial Support "). The main purpose of this Financial Support is to enable the acceleration of restructuring activity within GAM and between GAM group entities, to include the FMS Exit, and therefore is included in the Re-organisation Costs (see Financial effects section below for further details). These arrangements will terminate on 31 December 2023 if the Proposed Acquisition has not completed by that date.

Alantra Corporate Finance LLP is acting as Lead Financial Adviser to the Company in connection with the Proposed Acquisition.

Singer Capital Markets Advisory LLP is acting as Sole Sponsor, Financial Adviser and Sole Broker to the Company in connection with the Proposed Acquisition.

Deloitte LLP is acting as Reporting Accountant and Dentons UK and Middle East LLP as Legal Adviser to the Company in connection with the Proposed Acquisition.

Indicative Timetable for Proposed Acquisition

An indicative timetable for the Proposed Acquisition is provided below. The indicative timetable has been prepared based on the intended publication of the Offer Prospectus on 9 June 2023 and is provided for information purposes only. The dates provided in the timeline are subject to change and Shareholders should not place any reliance on these:

 
 Publication of Circular and               9 June 2023 
  Offer Prospectus 
 Publication of the Company's             21 June 2023 
  Final Results 
                                    ------------------ 
 Publication of interim results           23 June 2023 
  for GAM and publication of a 
  supplementary circular following 
  Liontrust and GAM financial 
  results 
                                    ------------------ 
 Liontrust General Meeting                 7 July 2023 
                                    ------------------ 
 GAM Initial Offer Period            26 June 2023 - 21 
                                             July 2023 
                                    ------------------ 
 Publication of Definitive Results      17 August 2023 
  Offer 
                                    ------------------ 
 Anticipated Completion/Settlement             Q4 2023 
                                    ------------------ 
 Proposed Acquisition Longstop        31 December 2023 
  Date 
                                    ------------------ 
 

Financial effects

The audited value of the GAM's gross assets was CHF 353 million (GBP317 million) as at 31 December 2022. The audited loss before tax for GAM for the year ended 31 December 2022 was CHF 266 million (GBP239 million).

In the financial year to 31 December 2022, GAM audited revenues were CHF 172 million (GBP154 million) of which Investment Management division's revenues were CHF 141 million (GBP126 million) . Unaudited run rate revenues (March 2023 revenues annualised) for GAM Investment Management division were CHF 118 million (GBP106 million) on a revenue margin of 0.50%.

The Proposed Acquisition will require the Company to incur transaction costs of approximately GBP11 million ("Deal Costs") which will be treated as exceptional items to be incurred in the financial years endings 31 March 2023 and 31 March 2024.

Overall, Liontrust expects to deliver total cost savings of CHF 64 million (GBP57 million), primarily via a reduction of duplicate administration costs, including savings from duplication of personnel, co-location in GAM's London Office and rationalisation of other costs, for example data and technology.

The expected cost to implement full run-rate synergies and integration plan is CHF 51 million (GBP45 million) ("Re-organisation Costs"), excluding Deal Costs, which will be treated as exceptional items to be incurred in the financial years ending 31 March 2024 and 31 March 2025. The majority of synergies will be realised in the first 12 months, with the full CHF 64 million (GBP57 million) benefits realised in the second year following Completion. As mentioned above, Liontrust has entered into an agreement to provide Financial Support, which will be provided in two equal tranches, with a final maturity date of 31 December 2023. The Financial Support is principally secured against the investment management agreements of GAM International Management Limited. The main purpose of this Financial Support is to enable the acceleration of restructuring activity within GAM and between GAM group entities, to include the FMS Exit, and therefore is included in the Re-organisation Costs.

Following the full execution of Liontrust's integration plan in first 12 months, the Board expects GAM to contribute Adjusted operating margin(1) approximately twenty per cent. lower than market expectation of Liontrust's margin in the financial year ending 31 March 2025 and thereafter.

Financial benefits will be experienced before the integration plan is completed. The Board expects the Proposed Acquisition to be significantly earnings accretive in the first full year following expected Completion (i.e., Liontrust's financial year ending 31 March 2025) with regards to our adjusted diluted earnings per share(1) .

(1) Adjusted operating margin is an alternative performance measure. See page 30 of the Liontrust Annual Report and Financial Statements 2022 for further details.

The person responsible for arranging the release of this announcement on behalf of the Company is Vinay Abrol, Chief Financial Officer & Chief Operating Officer of the Company.

Note, all CHF to GBP conversions have been done at a GBP/CHF conversion rate of 1.1131 on 3 May 2023 (source: Bloomberg), unless otherwise stated.

For further information please contact:

Teneo (Tel: [phone], Email: [e-mail])

Tom Murray or Stephanie Mackrell

Liontrust Asset Management Plc (Tel: [phone], Website: liontrust.co.uk)

John Ions: Chief Executive

Vinay Abrol: Chief Financial Officer & Chief Operating Officer

Simon Hildrey: Chief Marketing Officer

David Boyle: Head of Corporate Development

Alantra Corporate Finance LLP (Tel: [phone])

Lead Financial Adviser

JP McGrath, Jake Delaney, André Chetty

Singer Capital Markets Advisory LLP (Tel: [phone])

Sole Sponsor, Financial Adviser and Sole Broker

Stephen Howard, Tom Salvesen, Justin McKeegan, Asha Chotai

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this announcement.

IMPORTANT NOTICES

Alantra Corporate Finance LLP (Alantra), which is regulated in the United Kingdom by the Financial Conduct Authority is acting as lead financial adviser to Liontrust and no one else in connection with the Proposed Acquisition and shall not be responsible to anyone other than Liontrust for providing the protections afforded to clients of Alantra nor for providing advice in connection with the Proposed Acquisition or any matter referred to herein. Neither Alantra nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Alantra in connection with the Proposed Acquisition or any matter referred to herein.

Singer Capital Markets Advisory LLP (Singer) which is regulated in the United Kingdom by the Financial Conduct Authority is acting as sole sponsor, financial adviser and sole broker to Liontrust and no one else in connection with the Proposed Acquisition and shall not be responsible to anyone other than Liontrust for providing the protections afforded to clients of Singer nor for providing advice in connection with the Proposed Acquisition or any matter referred to herein. Neither Singer nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Singer in connection with the Proposed Acquisition or any matter referred to herein.

Further information

This Announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Proposed Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of GAM in any jurisdiction in contravention of applicable law. The Offer will be made solely by means of the Offer Prospectus which will contain the full terms and conditions of the Offer including details of how it may be accepted.

Liontrust will prepare the Circular to be distributed to its shareholders containing information on the Liontrust Shares. Liontrust urges GAM Shareholders to read the Offer Prospectus carefully when it becomes available because it will contain important information in relation to the Offer, the Liontrust Shares and the combined group. Liontrust urges its shareholders to read the Circular carefully when it becomes available. Any vote in respect of resolutions to be proposed at the Liontrust General Meeting to approve the Proposed Acquisition or related matters, should be made only on the basis of the information contained in the Circular.

This Announcement does not constitute a prospectus or prospectus equivalent document. No prospectus or prospectus equivalent document has been or will be made available in connection with the issue of the Liontrust Shares nor admission to the premium segment of the Official List nor to trading on the London Stock Exchange and no such prospectus is required to be published (in accordance with Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended and together with any applicable adopting or amending measures in the United Kingdom, the UK Prospectus Regulation ).

Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Overseas jurisdictions

   1.            General 

The distribution of this Announcement and any other materials relating to the Offer and the making of the Offer may in certain jurisdictions (including, but not limited to, Japan) (the Restricted Jurisdictions) be restricted by law, be considered unlawful or otherwise violate any applicable laws or regulations, or may require Liontrust or any of their direct and indirect subsidiaries to change or amend the terms or conditions of the Offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer. Therefore, persons obtaining this Announcement and any other materials relating to the Offer or into whose possession this Announcement and any other materials relating to the Offer otherwise comes, are required to, and should in-form themselves of and observe, all such restrictions. Neither Liontrust nor the receiving agent accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction. The Offer is not being and will not be made, directly or indirectly, in or into the Restricted Jurisdiction. It is not intended to extend the Offer to any such Restricted Juris-dictions. This Announcement and any other materials relating to the Offer, and any and all materials related thereto, should not be sent or otherwise distributed in or into the Restricted Jurisdictions and the Offer cannot be accepted by any such use, means or instrumentality, in or from within the Restricted Jurisdictions. Accordingly, copies of this Announcement and any other materials relating to the Offer are not being, and must not be, sent or otherwise distributed in or into or from any Restricted Jurisdiction or, in their capacities as such, to custodians, trustees or nominees holding shares for persons in any Restricted Jurisdictions, and per-sons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from any Restricted Jurisdiction. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid. No shares are being solicited for purchase or sale from or to a resident of the Restricted Jurisdictions and, if sent in response by a resident of the Restricted Jurisdictions, Liontrust re-serves the right to reject such acceptance. Such documents relating to the Offer must not be used for the purpose of soliciting the purchase or sale of any GAM Shares or Liontrust Shares by any person or entity resident or incorporated in any Restricted Jurisdiction. Each person delivering an acceptance form in connection with the Offer will be required to certify that, unless and to the extent otherwise agreed with and authorized by the Offeror in accordance with applicable law and regulations: (i) such person has not received the Offer, the Offer Prospectus, the acceptance form or any other document relating to the Offer in a Restricted Jurisdiction, nor has such person mailed, transmitted or otherwise distributed any such document in or into a Restricted Jurisdiction; (ii) such person has not utilized, directly or indirectly, the mails, or any means or instrumentality of commerce, or the facilities of any national securities ex-change, of a Restricted Jurisdiction in connection with the Offer; (iii) such person is not and was not located in a Restricted Jurisdiction at the time such person accepted the terms of the Offer or at the time such person returned the acceptance form; and (iv) if such person is acting in a fiduciary, agency or other capacity as an intermediary, then either (a) such person has full investment discretion with respect to the securities covered by the acceptance form or (b) the person on whose behalf such person is acting was located outside the Restricted Jurisdictions at the time he or she instructed such person to accept the Offer.

Subject to applicable securities laws and regulations, the Offeror intends to make available a "vendor placement" arrangement with respect to the Offer for holders of GAM Shares in the United States and any other jurisdictions where, in the sole discretion of Liontrust, an offer of securities to such persons would require filing of a registration statement with the United States Securities and Exchange Commission (the SEC) or another relevant regulatory body, or who are otherwise not eligible to participate in the Offer in accordance with applicable laws or regulations. Accordingly, the Offeror intends to structure the Offer in a manner whereby each such holder would, receive average net cash proceeds from the sale of the Liontrust Shares that it would otherwise be entitled to receive in the Offer (such arrangement, a Vendor Placement), unless such holder makes such representations, warranties and confirmations as Liontrust may require, and Liontrust, in its sole discretion, determines that such holder may receive the Liontrust Shares without filing of a registration statement with the SEC or another relevant regulatory body. Any sale of Liontrust Shares pursuant to a Vendor Placement would occur outside of the United States and any Restricted Jurisdictions pursuant to a centralized sale process and would be subject to deduction of applicable fees and expenses.

   2.            United States of America 

Shareholders of GAM in the United States are advised that the GAM Shares are not listed on a U.S. securities exchange and that GAM is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the Exchange Act), and is not required to, and does not, file any reports with the SEC thereunder.

The Offer will be made for the issued and outstanding shares of GAM, which is domiciled in Switzerland, and is subject to Swiss disclosure and procedural requirements. The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the Exchange Act, and otherwise in accordance with the disclosure and procedural requirements of Swiss law, including with respect to the Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included in this Announcement has been prepared in accordance with International Financial Reporting Standards, which may not be comparable to the financial statements or financial information of U.S. companies. The Offer is made to GAM's shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of GAM to whom an offer is made. Any informational documents, including this Announcement, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to GAM's other shareholders.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Offer. Any representation to the contrary is a criminal offence in the United States.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers' affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Switzerland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of GAM of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of GAM, which may include purchases or arrangements to purchase such securities. Any information about such purchases will be made public in Switzerland to the extent, and in the manner required, by Swiss law.

To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of Shares and will not give rise to claims on the part of any other person. It may be difficult for GAM's shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Liontrust and GAM are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. GAM shareholders may not be able to sue the Offeror or GAM or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and GAM and their respective affiliates to subject themselves to a U.S. court's judgment. Judgments of US courts are generally not enforceable in either Switzerland or England and Wales. 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 the US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. In addition, original actions, or actions for the enforcement of judgments of US courts, based on the civil liability provisions of the US federal securities laws, may not be enforceable in Switzerland or England and Wales.

The Liontrust Shares to be offered in exchange for GAM Shares pursuant to the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended (U.S. Securities Act), nor under any law of any state of the United States of America, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States of America, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This Announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States of America. Liontrust will not register or make a public offer of its securities, or otherwise conduct the Offer, in the United States of America.

The securities referred to herein have not been and are not presently expected to be listed on any US securities exchange or quoted on any inter-dealer quotation system in the United States. None of GAM or Liontrust presently intends to take any action to facilitate a market in such securities in the United States.

Neither the U.S. Securities and Exchange Commission, nor any U.S. state securities commission, has approved or disapproved of the securities to be offered in exchange for GAM Shares pursuant to the Offer or any related transaction or determined if the in-formation contained herein or in any offering circular to be prepared in connection with the Offer is accurate or complete. Any representation to the contrary is a criminal offense in the U.S.

As used herein, "United States of America", "U.S." or "US" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

   3.            United Kingdom 

The Offer is only being made within the United Kingdom pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus that has been approved by the UK Financial Conduct Authority and published in accordance with the UK Prospectus Regulation.

   4.            European Economic Area 

The Offer is only being made within the European Economic Area ("EEA") pursuant to an ex-emption under Regulation (EU) 2017/1129 (as amended and together with any applicable adopting or amending measures in any relevant member state of the EEA, the Prospectus Regulation), from the requirement to publish a prospectus that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Regulation or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Regulation.

   5.            Japan 

The Offer is not addressed to shareholders of GAM whose place of residence, seat or habitual abode is in Japan, and such shareholders may not accept the offer.

Forward looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Offer, and other information published by Liontrust and GAM 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 Liontrust and GAM 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 effects of the Offer on Liontrust and GAM, the expected timing and scope of the Offer and other statements other than historical facts. 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 Liontrust and GAM believe that the expectations reflected in such forward-looking statements are reasonable, Liontrust and GAM 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. These factors include the satisfaction of the Conditions, as well as additional factors, such as fluctuations in the capital markets; fluctuations in interest and exchange rates; increased regulation or regulatory scrutiny; the occurrence of unforeseen disasters or catastrophes; political or economic instability in principal markets; adverse outcomes in litigation; and general, local and global economic, political, business and market conditions. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Liontrust nor GAM, nor any of their respective 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 their legal or regulatory obligations (including under the UK Listing Rules and the Disclosure Guidance and Transparency Rules of the FCA), neither Liontrust or GAM is under any obligation, and Liontrust and GAM expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or profit estimates

No statement in this Announcement is intended as a profit forecast or profit estimate.

Other Information

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action.

Neither the content of Liontrust's website (or any other website) nor the content of any website accessible from hyperlinks on Liontrust's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

If you are in any doubt about the contents of this announcement you should consult your stockbroker, bank manager, solicitor, accountant or other financial adviser.

APPIX I

GAM PRE-ANNOUNCEMENT

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO JAPAN OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAWS

Pre-announcement of the public exchange offer

of

Liontrust Asset Management PLC

(or by one of its directly or indirectly controlled subsidiaries, in which case Liontrust Asset Management PLC will guarantee such subsidiary's obligations to the extent required)

for all publicly held registered shares with a nominal value of CHF 0.05 each of

GAM Holding Ltd., Zurich, Switzerland

(the "Pre-Announcement")

   A.      Background 

Subject to and in accordance with the terms and conditions set forth below, Liontrust Asset Management PLC, a public limited company governed by the laws of England and Wales with its registered office in London, United Kingdom, which is a specialist fund management company and the shares of which are listed on the London Stock Exchange (Security Number: 0738840; ISIN: GB0007388407; ticker symbol: LIO) ("Liontrust" or the "Offeror"), intends to launch a public exchange offer (the "Offer" or the "Exchange Offer") on or around 9 June 2023, pursuant to article 125 et seqq. of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading of 19 June 2015, as amended, for all publicly held registered shares (Namenaktien) of GAM Holding Ltd., Zurich, Switzerland ("GAM" or the "Company"), with a nominal value of CHF 0.05 each (the "GAM Shares", and each individually a "GAM Share"). The GAM Shares are listed on SIX Swiss Exchange (Security Number: 10265962; ISIN: CH0102659627; ticker symbol: GAM).

Liontrust reserves the right to launch the Offer through one of its directly or indirectly controlled subsidiaries (each a "Subsidiary", and together the "Subsidiaries"), in which case Liontrust will guarantee such Subsidiary's obligations to the extent required.

On 4 May 2023, Liontrust entered into a transaction agreement with the Company (the "Transaction Agreement"). Under the terms of the Transaction Agreement, the board of directors of the Company agreed, inter alia, to unanimously recommend that shareholders of the Company accept the Offer. The Company has engaged IFBC AG to provide a fairness opinion. IFBC's fairness opinion will be made available to shareholders as part of the report of the board of directors of the Company regarding the Offer.

   B.      Main terms of the Offer 

The Offer is expected to be made on the following main terms:

   1.       Object of the Offer 

Except as specified below, and subject to the Offer restrictions set forth in Section D. below, the Offer will extend to all publicly held GAM Shares, including all GAM Shares that will be issued by the Company upon the exercise of outstanding share options and similar share entitlements under any employee option, incentive or similar plan before the expiration of the Additional Acceptance Period (as defined in Section B.3. below) and GAM Shares held by The GAM Employee Benefit Trust. The Offer will not extend to GAM Shares that are held by the Company or any of its subsidiaries.

   2.       Offer Shares / Exchange Ratio 

It is expected that Liontrust will offer 0.0589 ordinary shares of Liontrust with a nominal value of GBP 0.01 each (the "Liontrust Shares", and each individually a "Liontrust Share") for one (1) GAM Share (the "Exchange Ratio").

On the basis of the volume-weighted average price of the on-exchange trades in Liontrust Shares on the London Stock Exchange over the last sixty (60) trading days on the London Stock Exchange prior to this Pre-Announcement and the average GBP/CHF exchange rate of 1.1197 (16:00 GMT Fixing), accessed through Bloomberg (BFIX)) over the last sixty (60) trading days on the London Stock Exchange prior to the publication of this Pre-Announcement, the Offer values each of the GAM Shares at CHF 0.6723.

The Exchange Ratio will be reduced or increased by the gross amount of any dilutive effects in respect of the GAM Shares and/or the Liontrust Shares prior to the settlement of the Offer (the "Settlement"). Dilutive effects include, inter alia, distributions of any kind (e.g., dividend payments, distributions as a result of a capital reduction etc.) other than ordinary course interim or final cash dividends of Liontrust as further described below, capital increases (except for capital increases of GAM or Liontrust based on the exercise of options and similar rights to acquire GAM Shares or Liontrust Shares that are outstanding under employee participation and similar plans on the date of this Pre-Announcement and that are, on the date of their exercise, exercisable under the relevant plan and except for the capital increase of Liontrust to create the Liontrust Shares to be delivered under the Offer, including to meet entitlements under GAM employee participation and similar plans which are rolling over as part of the Offer), spin-offs, demergers, mergers and similar transactions, disposals of assets below or acquisitions of assets above their market value, the issuance or sale of GAM Shares by the Company or its subsidiaries respectively, of Liontrust Shares by Liontrust or its Subsidiaries or persons acting in concert with Liontrust at an issuance or sales price below, or the purchase of the same at a price above, the stock market price, or the issuance of option and/or conversion rights or other financial instruments relating to the GAM Shares and/or the Liontrust Shares, except for the issuance or sale and/or delivery by the Company of any GAM Shares or financial instruments thereon or Liontrust of any Liontrust Shares or financial instruments thereon under any of the Company's or Liontrust's equity plans. Dilutive effects do not include ordinary course interim and final cash dividends of Liontrust declared in accordance with its dividend policy as stated at the date hereof and paid in accordance with its usual practice and these will therefore not result in any adjustment to the Exchange Ratio. Dilutive effects also do not include the FMS Exit (as defined below in Section B.4.i)).

No fractions of Liontrust Shares will be issued as part of the Offer. The fractions to which a GAM shareholder who has accepted the Offer may be entitled will be aggregated. If a fraction of Liontrust Shares must still be delivered following such aggregation, the number of Liontrust Shares to be delivered under the Offer will be rounded down to the first whole number. The Liontrust Shares corresponding to the sum of the remaining fractions will be sold in the open market by the Offeror or its agent and converted into Swiss Francs at the GBP/CHF exchange rate determined using the 16:00 GMT Fixing accessed through Bloomberg (BFIX) and published on the trading day preceding the Settlement, or if no rate is published on that day, on the last day for which such rate was published. A cash amount corresponding to the net proceeds of the sale of each fraction shall be transferred to the GAM shareholders entitled to such fractions.

   3.       Cooling-Off Period, Main Offer Period and Additional Acceptance Period 

The offer prospectus relating to the Offer (the "Offer Prospectus") is expected to be published on or around 9 June 2023. Following the expiry of a cooling-off period of ten (10) trading days on SIX Swiss Exchange (the "Cooling-Off Period"), the Offer is expected to be open for acceptance for twenty (20) trading days on SIX Swiss Exchange (the "Main Offer Period"), i.e., assuming the Offer Prospectus will be published on 9 June 2023, from 26 June 2023 until 21 July 2023, 16:00 CEST. The Offeror reserves the right to extend the Main Offer Period once or several times to a maximum of forty (40) trading days on SIX Swiss Exchange. An extension of the Main Offer Period beyond forty (40) trading days on SIX Swiss Exchange would require the prior consent of the Swiss Takeover Board. If any registration statements relating to the Offer are not declared effective by the competent authorities prior to the expiration of the (possibly extended) Main Offer Period, the Offeror will request an extension of the Main Offer Period beyond forty (40) trading days on SIX Swiss Exchange from the Swiss Takeover Board. After expiry of the (possibly extended) Main Offer Period and if the Offer is declared successful (zustande gekommen), there will be an additional acceptance period of ten (10) trading days on SIX Swiss Exchange for the subsequent acceptance of the Offer (the "Additional Acceptance Period"). Unless the Cooling-Off Period and/or the Main Offer Period are extended, the Additional Acceptance Period is expected to commence on 28 July 2023 and end on 11 August 2023 at 16:00 CEST.

   4.       Offer Conditions 

The Offer is expected to be subject to the following conditions (the "Offer Conditions"):

a) Minimum acceptance level: By the end of the (possibly extended) Main Offer Period, the Offeror shall have received valid and irrevocable acceptances for such number of GAM Shares representing, when combined with GAM Shares the Offeror or its Subsidiaries (but not including the GAM Shares held by the Company and its subsidiaries) will own at the end of the (possibly extended) Main Offer Period, at least 66(2) /(3) % of the fully diluted share capital of GAM as at the end of the (possibly extended) Main Offer Period (i.e., of all GAM Shares issued as at such date plus all GAM Shares the issuance of which (i) has been resolved by a shareholders' meeting or the board of directors of GAM before such date, or (ii) may occur through the exercise of options or conversion or other rights for the issuance, acquisition, transfer or receipt of GAM Shares which are issued at, or the issuance of which has been resolved by the shareholders' meeting or the board of directors of GAM before, such date).

b) Merger clearances and other approvals: All waiting periods applicable to the acquisition of the Company by the Offeror shall have expired or been terminated and all competent merger control and other authorities and, if applicable, courts, in all relevant jurisdictions shall have approved (or cleared, as applicable) the Offer, its Settlement and the acquisition of the Company and indirect control of its subsidiaries by the Offeror.

c) Registration in the share register of the Company: The board of directors of the Company shall have resolved to register Liontrust and/or any other company controlled and designated by Liontrust in the share register of the Company as shareholder(s) with voting rights with respect to all GAM Shares that Liontrust or any of its Subsidiaries have acquired or may acquire, and Liontrust and/or any other company controlled and designated by Liontrust shall have been recorded in the share register of the Company with respect to all GAM Shares effectively acquired by Liontrust or any of its Subsidiaries.

d) Resignation and election of members of the board of directors of the Company or mandate agreements: Subject to the fulfilment or waiver of all other Offer Conditions, (i) all incumbent members of the board of directors of the Company shall have resigned from their functions on the boards of directors of the Company and its subsidiaries with effect from the Settlement at the latest, and a general meeting of the Company's shareholders shall have elected the persons designated by Liontrust as members of the board of directors of the Company with effect as of the Settlement (and no other person shall have been elected as member of the board of directors of the Company), or (ii) a sufficient number of members of the board of directors of the Company shall have resigned from their functions on the board of directors of the Company and its subsidiaries and/or entered into (and not subsequently terminated) a mandate agreement with the Offeror, in each case with effect as of the Settlement, so that the Offeror will directly or indirectly control the board of directors of the Company effective as of the Settlement.

e) Liontrust shareholder approval: The passing at a general meeting of Liontrust (or at any adjournment thereof) of such resolution or resolutions as are necessary to approve, implement and effect the Offer and the acquisition of any GAM Shares including a resolution or resolutions to authorize the allotment of new Liontrust Shares for the purpose of implementing the Offer ("New Liontrust Shares") and approve the Offer in accordance with Class 1 requirements under UK Listing Rule 10.5.1R(2) (as such resolutions shall be set out in the circular to be issued by Liontrust in due course).

f) Admission to listing of New Liontrust Shares: The UK Financial Conduct Authority having acknowledged to Liontrust or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of New Liontrust Shares to the official list maintained by the UK Financial Conduct Authority with a premium listing has been approved and (after satisfaction of any conditions to which such approval is expressed to be subject ("Listing Conditions")) will become effective as soon as a dealing notice has been issued by the UK Financial Conduct Authority and any Listing Conditions having been satisfied.

g) Admission to trading of New Liontrust Shares: The London Stock Exchange having acknowledged to Liontrust or its agent (and such acknowledgement not having been withdrawn) that the New Liontrust Shares will be admitted to trading on the main market for listed securities of the London Stock Exchange.

h) No adverse resolution of the shareholders' meeting of the Company: No shareholders' meeting of the Company shall have: (i) resolved upon or approved any dividends or other distribution or capital reduction in the aggregate amount or with an aggregate value of more than CHF 35.3 million (which, according to the annual report of GAM for the year ended 31 December 2022, corresponds to approximately 10% of GAM's consolidated assets (konsolidierte Bilanzsumme) as of 31 December 2022), (ii) resolved upon or approved any purchase, spin-off (Abspaltung), transfer of assets and liabilities (Vermögensübertragung) or any other disposal of assets other than the FMS Exit (as defined below) (a) relating to the acquisition or disposal of assets under management of more than CHF 7.5 billion (which, according to the annual report of GAM for the year ended 31 December 2022, corresponds to approximately 10% of GAM's consolidated assets under management as of 31 December 2022), or (b) contributing in the aggregate more than CHF 17.2 million to the revenues (Umsatz) of GAM (which, according to the annual report of GAM for the year ended 31 December 2022, corresponds to approximately 10% of the consolidated revenues of GAM for the financial year 2022); (iii) resolved upon or approved any merger, demerger (Aufspaltung) or ordinary capital increase of the Company, increase of the conditional capital of the Company or any capital band or any change of the Company's existing share capital structure (including the introduction of a new share category); or (iv) adopted an amendment of the articles of association of the Company to introduce any transfer restrictions (Vinkulierungen) or voting limitations (Stimmrechtsbeschränkungen).

i) Implementation of the FMS Exit: The FMS Exit having been implemented. For the purposes of this Pre-Announcement:

"FMS Exit" means exit of the Company and its subsidiaries from the fund management services business undertaken by the Company's subsidiaries in Luxembourg and Switzerland in respect of all third party funds that have no GAM branding, including through those subsidiaries transferring or terminating the FMS Service Contracts in accordance with their terms and applicable law, such that those subsidiaries have ceased to provide services under such contracts, subject always to those subsidiaries complying with all necessary regulatory approvals or directions in relation to the exit from that business.

"FMS Service Contracts" means all contracts, agreements and arrangements pursuant to which all third party funds that have no GAM branding receive fund management services from the Company's subsidiaries in Luxembourg and Switzerland.

j) No prohibition: No judgment, decision, order or any other authoritative measure shall have been issued that prevents, prohibits or declares illegal the Offer or its Settlement.

k) No obligation to acquire or sell material assets or to incur or repay material indebtedness: With the exception of the obligations that have been made public prior to or together with the publication of this Pre-Announcement or that are related to the Offer (including the FMS Exit) or arise from its Settlement, between 31 December 2022 and the transfer of control to the Offeror, the Company and its subsidiaries shall not have undertaken (i) any acquisition or sale of assets under management of more than CHF 7.5 billion (which, according to the annual report of GAM for the year ended 31 December 2022, corresponds to approximately 10% of GAM's consolidated assets under management as of 31 December 2022), or (ii) to incur or repay any indebtedness in the aggregate amount of more than CHF 35.3 million (which, according to the annual report of GAM for the year ended 31 December 2022, corresponds to approximately 10% of GAM's consolidated assets (konsolidierte Bilanzsumme) as of 31 December 2022).

Subject to applicable law, the Offeror reserves the right to waive the Offer Conditions set forth above in full or in part.

Condition a) will apply until the end of the (possibly extended) Main Offer Period.

Conditions b), c), d), e), f), g), h), i), j) and k) will apply until the Settlement, although conditions c), d) and e) will apply until no later than the date on which the competent corporate body of GAM or Liontrust adopts the required resolution, if such date is before the Settlement.

If any of conditions a) or, if the respective corporate body of GAM or, as the case may be, Liontrust resolves on the matters specified in condition c) or d) or, as the case may be, e) prior to the expiration of the (possibly extended) Main Offer Period, c), d) and e) (with respect to the resolutions of corporate bodies mentioned therein) has not been satisfied and also not waived by the end of the (possibly extended) Main Offer Period, the Offeror has the right to declare the Offer as unsuccessful.

If any of conditions c), d) and e) (if and to the extent still applicable; see preceding paragraphs) or h), j) and k) has not been satisfied and also not waived by the (anticipated) Settlement date, the Offeror shall be entitled (but not obliged) to declare the Offer unsuccessful or to declare a General Deferral (as defined below).

If any of conditions b), f), g) or i) has not been satisfied and also not waived by the (anticipated) Settlement date, the Offeror is obliged to defer the Settlement for a period of up to four (4) months after the expiration of the Additional Acceptance Period (any such deferral, the "General Deferral").

To the extent any of conditions b), f), g) or i) has not been satisfied or waived by the expiration date of the General Deferral and it is reasonably expected to be capable of being satisfied prior to 31 December 2023, the Offeror shall be obliged to defer the Settlement for a period of such length as reflects the period reasonably required to allow satisfaction of all such unsatisfied or unwaived conditions (the "Additional Deferral"), provided that in no circumstances shall the Offeror be obliged to defer the Settlement beyond 31 December 2023 (and the Offeror shall use its commercially reasonable best efforts to obtain the approval from the Swiss Takeover Board for any such Additional Deferral, if required). Any further deferral of Settlement beyond such Additional Deferral shall be at the sole discretion of the Offeror, unless to the extent the Swiss Takeover Board obliges the Offeror to such further deferral, and subject always to the Swiss Takeover Board approving the Offeror instigating such further deferral (any such further deferral, together with any Additional Deferral and the General Deferral, the "Deferral").

During the Deferral, the Offer shall continue to be subject to conditions b), f), g), h), i), j) and k) and, if and to the extent still applicable (see preceding paragraphs), conditions c), d) and e), as long as, and to the extent, such conditions have not been satisfied or waived. Unless the Offeror applies for, and the Swiss Takeover Board approves, an additional deferral of the Settlement, the Offeror will declare the Offer unsuccessful if such conditions have not been satisfied or waived during the Deferral.

   C.      Takeover Proceedings 
   1.       Decision of the Swiss Takeover Board 

On 21 April 2023, the Swiss Takeover Board issued the following decision (Verfügung) (unofficial translation of the German original):

"1. Liontrust Investment Partners LLP is found to be acting in concert with Liontrust Asset Management PLC with respect to a public exchange offer to acquire the shares of GAM Holding Ltd.

2. Liontrust Investment Partners LLP and Liontrust Asset Management PLC are granted an exemption to the effect that acquisitions of shares in GAM Holding Ltd by Liontrust Asset Management PLC for the account of funds managed by it, which have been made without knowledge of a possible public exchange offer to acquire shares in GAM Holding Ltd and no later than 18 April 2023, are not subject to acting in concert pursuant to disposition no. 1.

3. An exemption is granted to Liontrust Investment Partners LLP and Liontrust Asset Management PLC to the effect that any purchases of GAM Holding Ltd shares made by Liontrust Asset Management PLC for the purpose of reducing existing short positions of funds managed by Liontrust Investment Partners LLP (including the return of GAM Holding Ltd shares on loan) are not subject to the duty to offer a cash alternative or the duty to comply with the best price rule.

4. It is determined that the FMS Exit condition pursuant to the draft pre-announcement of the public exchange offer of Liontrust Asset Management PLC to acquire the shares of GAM Holding Ltd complies with the provisions of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FinMIA) and the implementing ordinances.

5. It is determined that the FMS Exit by GAM Holding Ltd does not constitute an inadmissible or unlawful defensive measure within the meaning of article 132 paragraph 2 of the FinMIA and article 36 TOO.

    6.      The remaining applications are rejected to the extent that they are not irrelevant. 

7. This order will be published at the earliest on the day of publication of the pre-announcement.

8. Liontrust Asset Management PLC shall publish, in accordance with article 6 and 7 TOO, the dispositions of this order and the notice within which period and under which conditions a qualified shareholder may lodge an objection against this order.

    9.      The fee payable by Liontrust Asset Management PLC amounts to CHF 30,000. 
    10.    The fee payable by GAM Holding Ltd amounts to CHF 10,000." 
   2.       Right of Shareholders of GAM to Request Party Status (Article 57 Takeover Ordinance) 

Shareholders of GAM who have been holding at least 3% of the voting rights of GAM, whether exercisable or not (a "Qualified Participation"), since the publication of this Pre-Announcement (each a "Qualified Shareholder"), will be granted party status if they file a respective request with the Swiss Takeover Board. The request of a Qualified Shareholder must be received by the Swiss Takeover Board (Stockerstrasse 54, 8002 Zurich, Switzerland; [e-mail] ; fax: [phone]) within five (5) trading days on SIX Swiss Exchange from the date of publication of the decision of the Swiss Takeover Board (see Section C . 1 . above). The first trading day on SIX Swiss Exchange after the publication of the decision of the Swiss Takeover Board on the Swiss Takeover Board's website will be the first day of the filing period. Concurrently with the request, the applicant has to furnish proof of his or her Qualified Participation. The Swiss Takeover Board may request proof of the Qualified Shareholder's continued Qualified Participation at any time. The party status of a Qualified Shareholder will be upheld in relation to any further decisions issued by the Swiss Takeover Board in connection with the Offer, provided that the Qualified Shareholder continues to hold a Qualified Participation.

   3.       Right of Shareholders of GAM to Raise Objection (Article 58 Takeover Ordinance) 

A Qualified Shareholder may file an objection against the Swiss Takeover Board's decision (see Section C . 1 . above). The objection must be filed with the Swiss Takeover Board (Stockerstrasse 54, 8002 Zurich, Switzerland; [e-mail] ; fax: [phone]) within five (5) trading days on SIX Swiss Exchange from the date of publication of the decision of the Swiss Takeover Board. The first trading day on SIX Swiss Exchange after the publication of the decision of the Swiss Takeover Board on the Swiss Takeover Board's website will be the first day of the filing period. The objection must contain a motion, summary reasons and proof of the Qualified Participation as from the publication of this Pre-Announcement.

   D.      Offer Restrictions 
   1.       General 

The distribution of this Pre-Announcement and any other materials relating to the Offer and the making of the Offer may in certain jurisdictions (including, but not limited to Japan) (the "Restricted Jurisdictions") be restricted by law, be considered unlawful or otherwise violate any applicable laws or regulations, or may require Liontrust or any of their direct and indirect Subsidiaries to change or amend the terms or conditions of the Offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer. Therefore, persons obtaining this Pre-Announcement and any other materials relating to the Offer or into whose possession this Pre-Announcement and any other materials relating to the Offer otherwise comes, are required to, and should inform themselves of and observe, all such restrictions. Neither Liontrust nor the receiving agent accept or assume any responsibility or liability for any violation by any person whomsoever of any such restriction. The Offer is not being and will not be made, directly or indirectly, in or into the Restricted Jurisdiction. It is not intended to extend the Offer to any such Restricted Jurisdictions. This Pre-Announcement and any other materials relating to the Offer, and any and all materials related thereto, should not be sent or otherwise distributed in or into the Restricted Jurisdictions and the Offer cannot be accepted by any such use, means or instrumentality, in or from within the Restricted Jurisdictions. Accordingly, copies of this Pre-Announcement and any other materials relating to the Offer are not being, and must not be, sent or otherwise distributed in or into or from any Restricted Jurisdiction or, in their capacities as such, to custodians, trustees or nominees holding shares for persons in any Restricted Jurisdictions, and persons receiving any such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from any Restricted Jurisdiction. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid. No shares are being solicited for purchase or sale from or to a resident of the Restricted Jurisdictions and, if sent in response by a resident of the Restricted Jurisdictions, Liontrust reserves the right to reject such acceptance. Such documents relating to the Offer must not be used for the purpose of soliciting the purchase or sale of any GAM Shares or Liontrust Shares by any person or entity resident or incorporated in any Restricted Jurisdiction. Each person delivering an acceptance form in connection with the Offer will be required to certify that, unless and to the extent otherwise agreed with and authorized by the Offeror in accordance with applicable law and regulations: (i) such person has not received the Offer, the offer document, the acceptance form or any other document relating to the Offer in a Restricted Jurisdiction, nor has such person mailed, transmitted or otherwise distributed any such document in or into a Restricted Jurisdiction; (ii) such person has not utilized, directly or indirectly, the mails, or any means or instrumentality of commerce, or the facilities of any national securities exchange, of a Restricted Jurisdiction in connection with the Offer; (iii) such person is not and was not located in a Restricted Jurisdiction at the time such person accepted the terms of the Offer or at the time such person returned the acceptance form; and (iv) if such person is acting in a fiduciary, agency or other capacity as an intermediary, then either (a) such person has full investment discretion with respect to the securities covered by the acceptance form or (b) the person on whose behalf such person is acting was located outside the Restricted Jurisdictions at the time he or she instructed such person to accept the Offer.

Subject to applicable securities laws and regulations, the Offeror intends to make available a "vendor placement" arrangement with respect to the Offer for holders of GAM Shares in the United States of America and any other jurisdictions where, in the sole discretion of Liontrust, an offer of securities to such persons would require filing of a registration statement with the United States Securities and Exchange Commission (the "SEC") or another relevant regulatory body, or who are otherwise not eligible to participate in the Offer in accordance with applicable laws or regulations. Accordingly, the Offeror intends to structure the Offer in a manner whereby each such holder would, receive average net cash proceeds from the sale of the Liontrust Shares that it would otherwise be entitled to receive in the Offer (such arrangement, a "Vendor Placement"), unless such holder makes such representations, warranties and confirmations as Liontrust may require, and Liontrust, in its sole discretion, determines that such holder may receive the Liontrust Shares without filing of a registration statement with the SEC or another relevant regulatory body. Any sale of Liontrust Shares pursuant to a Vendor Placement would occur outside of the United States of America and any Restricted Jurisdictions pursuant to a centralized sale process and would be subject to deduction of applicable fees and expenses.

   2.       United States of America 

Shareholders of GAM in the United States of America are advised that the GAM Shares are not listed on a U.S. securities exchange and that GAM is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to, and does not, file any reports with the SEC thereunder.

The Offer will be made for the issued and outstanding shares of GAM, which is domiciled in Switzerland, and is subject to Swiss disclosure and procedural requirements. The Offer is made in the United States of America pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the Exchange Act, and otherwise in accordance with the disclosure and procedural requirements of Swiss law, including with respect to the Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States of America. In particular, the financial information included in this announcement has been prepared in accordance with International Financial Reporting Standards, which may not be comparable to the financial statements or financial information of U.S. companies. The Offer is made to GAM's shareholders resident in the United States of America on the same terms and conditions as those made to all other shareholders of GAM to whom an offer is made. Any informational documents, including this announcement, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to GAM's other shareholders.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Offer, passed upon the merits or fairness of the Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Offer. Any representation to the contrary is a criminal offence in the United States of America.

To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers' affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Switzerland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of GAM of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of GAM, which may include purchases or arrangements to purchase such securities. Any information about such purchases will be made public in Switzerland to the extent, and in the manner required, by Swiss law.

To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of Shares and will not give rise to claims on the part of any other person. It may be difficult for GAM's shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since Liontrust and GAM are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. GAM shareholders may not be able to sue the Offeror or GAM or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and GAM and their respective affiliates to subject themselves to a U.S. court's judgment. Judgments of US courts are generally not enforceable in either Switzerland or England and Wales. 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 the US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment. In addition, original actions, or actions for the enforcement of judgments of US courts, based on the civil liability provisions of the US federal securities laws, may not be enforceable in Switzerland or England and Wales.

The Liontrust Shares to be offered in exchange for GAM Shares pursuant to the Offer have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act"), nor under any law of any state of the United States of America, and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States of America, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This Pre-Announcement does not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States of America. Liontrust will not register or make a public offer of its securities, or otherwise conduct the Offer, in the United States of America.

The securities referred to herein have not been and are not presently expected to be listed on any US securities exchange or quoted on any inter-dealer quotation system in the United States of America. None of GAM or Liontrust presently intends to take any action to facilitate a market in such securities in the United States of America.

Neither the U.S. Securities and Exchange Commission, nor any U.S. state securities commission, has approved or disapproved of the securities to be offered in exchange for GAM Shares pursuant to the Offer or any related transaction or determined if the information contained herein or in any offering circular to be prepared in connection with the Offer is accurate or complete. Any representation to the contrary is a criminal offense in the U.S.

As used herein, "United States of America", "U.S." or "US" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

   3.       United Kingdom 

The Offer is only being made within the United Kingdom pursuant to an exemption under Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended and together with any applicable adopting or amending measures in the United Kingdom, the "UK Prospectus Regulation") from the requirement to publish a prospectus that has been approved by the UK Financial Conduct Authority and published in accordance with the UK Prospectus Regulation.

   4.       European Economic Area 

The Offer is only being made within the European Economic Area ("EEA") pursuant to an exemption under Regulation (EU) 2017/1129 (as amended and together with any applicable adopting or amending measures in any relevant member state of the EEA, the "Prospectus Regulation"), from the requirement to publish a prospectus that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Regulation or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Regulation.

   5.       Japan 

The Offer is not addressed to shareholders of GAM whose place of residence, seat or habitual abode is in Japan, and such shareholders may not accept the offer.

   E.      Additional Information 

Additional information on the Offer will be published electronically through the same media.

   F.       Identification 
 
                      Security number   ISIN           Ticker Symbol 
 GAM registered       10265962          CH0102659627   GAM 
  shares 
                     ----------------  -------------  -------------- 
 Liontrust ordinary   0738840           GB0007388407   LIO 
  shares 
                     ----------------  -------------  -------------- 
 

London, United Kingdom, 4 May 2023

Financial Advisor: Alantra Corporate Finance LLP

ENDS

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May 04, 2023 02:00 ET (06:00 GMT)