F&C Asset Management PLC Offer Update and Suspension of Shares (3962G)

TIDMFCAM

RNS Number : 3962G

F&C Asset Management PLC

06 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.

6 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

Update on satisfaction of regulatory Conditions and suspension of F&C Shares

F&C Asset Management plc ("F&C") and BMO Global Asset Management (Europe) Limited ("BMO Europe") are pleased to announce that, in connection with the proposed acquisition by BMO Europe of the entire issued and to be issued share capital of F&C, as described in the circular to F&C Shareholders dated 24 February 2014 (the "Scheme Document"), the regulatory conditions set out in Conditions 3(b) and (c) of Part A of Part Four of the Scheme Document have been satisfied or waived.

F&C also confirms that applications have been made to the London Stock Exchange for the suspension of trading in F&C Shares on the main market for listed securities and to the UK Listing Authority for the suspension of the listing of F&C Shares on the Official List with effect from 7.30 a.m. (London time) on 7 May 2014.

The Scheme Court Hearing to sanction the Scheme is scheduled to take place tomorrow, 7 May 2014, and it is anticipated that, subject to sanction of the Scheme and confirmation of the Capital Reduction by the Court, the Scheme will become effective on that date. Subject to the Scheme becoming so effective, it is expected that F&C Shares will be de-listed from the premium listing segment of the Official List and the admission to trading of F&C Shares on the London Stock Exchange's main market for listed securities will be cancelled with effect from 7.30 a.m. (London time) on 8 May 2014.

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

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 
 BMO 
 Media Relations 
  Paul Deegan                                     Tel: [phone] 
  Ralph Marranca                                  Tel: [phone] 
 
  Investor Relations 
  Sharon Haward-Laird                             Tel: [phone] 
  Andrew Chin                                     Tel: [phone] 
 Barclays (financial advisor to BMO) 
 Matthew Smith                                  Tel: [phone] 
  Adam Sinclair                                  2323 
                                                 Tel: + 1 416 863 8900 
 BMO Capital Markets (financial advisor to 
  BMO) 
 Brad Hardie                                    Tel: [phone] 
  Ariel Walsh                                    Tel: [phone] 
 

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 Acquisition or otherwise nor shall there be any sale, issuance or transfer of securities of F&C in any jurisdiction in contravention of applicable law. The Acquisition will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document.

J.P. Morgan Limited is authorised and regulated in the UK by the FCA. J.P. Morgan Securities plc is authorised in the UK 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.

Barclays, which is authorised by the PRA and regulated by the FCA and the PRA in the UK, is acting exclusively for BMO and no one else in connection with the Acquisition and will not be responsible to anyone other than BMO for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

BMO Capital Markets is a trade name used by BMO Financial Group for the wholesale banking businesses of Bank of Montreal, BMO Harris Bank N.A., Bank of Montreal Ireland Plc, and Bank of Montreal (China) Co. Ltd and the institutional broker dealer businesses of BMO Capital Markets Corp. and BMO Capital Markets GKST Inc. in the US, BMO Nesbitt Burns Inc. in Canada, Europe and Asia, BMO Capital Markets Limited in Europe and Australia and BMO Advisors Private Limited in India. In the UK, BMO Capital Markets Limited is authorised and regulated by the FCA. BMO Capital Markets is acting exclusively for BMO and no one else in connection with the Acquisition and will not be responsible to anyone other than BMO for providing the protections afforded to its clients or for providing advice in relation to the Acquisition or in relation to the contents of this announcement or any transaction or any other matters referred to herein.

Overseas Jurisdictions

The availability of the Acquisition to F&C Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders are contained in the Scheme Document.

The release, publication or distribution of this announcement in, into or from 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.

The Acquisition will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, 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.

Canadian Holders should note that the Acquisition relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those applicable in Canada) and is proposed to be implemented under a scheme of arrangement provided for under UK company law. A transaction effected by means of a scheme of arrangement is not subject to the provisions of Canadian provincial securities laws applicable to take-over bids. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of Canadian provincial securities laws applicable to take-over bids. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of Canadian companies or companies whose financial statements are prepared in accordance with IFRS in Canada. However, if BMO were to exercise its right to implement the acquisition of the F&C Shares by way of a takeover offer, any such offer made in Canada will be made in compliance with (or pursuant to available exemptions from) the applicable requirements of Canadian provincial securities laws.

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.

US Holders should note that the Acquisition relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under UK company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act and the proxy solicitation rules under the US Exchange Act will not apply to the Acquisition. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in this announcement and the Scheme documentation has been or will have been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. However, if BMO were to exercise its right to implement the acquisition of the F&C Shares by way of a takeover offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations.

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.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, BMO or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, F&C Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the Regulatory News Service of the London Stock Exchange and will be available on the London Stock Exchange website at http://www.londonstockexchange.com/prices-and-news/prices-news/home.htm

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm ((London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone].

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 and BMO's website at www.bmo.com/fandc by no later than 12 noon (London time) on the business day following this announcement. For the avoidance of doubt, the content of those websites 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

END

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