UK Mortgages Ltd Notice of EGM Relating to Proposed Tender Offers

 
TIDMUKML 
 
THE INFORMATION IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, 
RELEASE OR DISTRIBUTION (IN WHOLE OR IN PART) DIRECTLY OR INDIRECTLY IN OR INTO 
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE A 
TAKEOVER OFFER OR AN OFFER OF SECURITIES. 
 
Capitalised terms used in this Announcement, unless otherwise defined, have the 
same meanings as set out in the Circular. 
 
26 February 2021 
 
                             UK MORTGAGES LIMITED 
 
 (a closed-ended investment company incorporated in Guernsey with registration 
                    number 60440) LEI 549300388LT7VTHCIT59 
 
 Circular to Shareholders and Notice of Extraordinary General Meeting relating 
                    to the Company's proposed tender offers 
 
Following the result of a Shareholders' vote which was announced on 4 December 
2020, the Board of UK Mortgages Limited (the "Company") is recommending for the 
Company to return in the region of £40,000,000 to Shareholders through proposed 
tender offers and associated share repurchases. The Company also recommends 
proposal for further tender offers. 
 
The Board is therefore convening an Extraordinary General Meeting of the 
Company to be held at 3 p.m. on Tuesday, 23 March 2021 at the offices of 
Northern Trust International Fund Administration Services (Guernsey) Limited, 
Trafalgar Court, Les Banques, St. Peter Port, Guernsey, Channel Islands GY1 3QL 
 in order to approve the proposal. 
 
Introduction 
 
On 4 December 2020 Shareholders voted in favour of the Company's proposals 
described in the November Circular to, among other things, (i) distribute the 
proceeds (net of expenses and future commitments)of the sale of Cornhill No. 6 
and Malt Hill No. 2 through a tender offer (to be implemented by Numis, acting 
as principal) and the subsequent repurchase of Ordinary Shares from Numis by 
the Company. 
 
On 8 February 2021 the Company announced that it had signed agreements to sell 
two buy-to-let mortgages portfolios financed by Cornhill No. 6 and Malt Hill 
No. 2, which subject to successful completion is expected to release capital 
enabling two tenders to be carried out in February (the "February Tender Offer 
") and May (the "May Tender Offer") respectively, on the terms and subject to 
the conditions set out in the Circular. 
 
The Company today announces that it proposes to return up in the region of £ 
40,000,000 to Shareholders in two tranches, each by way of a tender offer and 
associated share repurchase. Having carried out a full review of the Company's 
liquid resources, future cash requirements, commitments and costs, the Board 
has concluded that the February Tender Offer will comprise a capital return of 
£20,000,000. 
 
It is expected that the May Tender Offer will comprise a capital return in the 
region of £20,000,000. Details of the May Tender Offer will be provided at a 
later date by the Company by RIS announcement following the expected completion 
of the sale of Malt Hill No. 2 in May 2021. 
 
The first return of capital, being the February Tender Offer, will take place 
by way of a tender offer and associated repurchase of up to 11.5 per cent. of 
the Ordinary Shares at a price of 75p per Ordinary Shares, which represents a 
8.3 per cent. discount to the net asset value per Ordinary Share of the Company 
as at the Latest Practicable Date. 
 
The price per Ordinary Share under the May Tender Offer and any further Tender 
Offers will be announced by the Company by RIS announcement on or before the 
opening of the relevant Tender Offer and shall not be less than 75p per 
Ordinary Share. 
 
The Tender Offers 
 
Subject to approval by Shareholders at the Extraordinary General meeting, the 
Board intends that: 
 
Returns of cash are to take the form of two tender offers (to be implemented by 
Numis, acting as principal) and subsequent repurchases of Ordinary Shares by 
the Company. Whilst the Company does not currently intend to make further 
tender offers after the May Tender Offer, it is seeking authority to do so, to 
provide the Company with that optionality going forward. The terms and 
conditions of the Tender Offers are set out in Part II of the Circular. 
 
Under the February Tender Offer the Company is proposing to return £20,000,000 
at 75p per Ordinary Share (being a 8.3 per cent. discount to the net asset 
value per Ordinary Share at the Latest Practicable Date). The maximum number of 
Ordinary Shares subject to Repurchase under the February Tender Offer will be 
26,666,666, equivalent to 11.5 per cent. of the issued share capital of the 
Company which, as at Latest Practicable Date. 
 
Further details of the May Tender Offer, which will be carried out in 
accordance with the Terms and Conditions of the Tender Offers will be provided 
by the Company by RIS announcement on or before the opening of the May Tender 
Offer. 
 
Shareholders whose names appear on the Register on the relevant Tender Record 
Date may apply to tender their Ordinary Shares for purchase by the Company at 
the relevant Tender Offer Price. 
 
The number of Ordinary Shares to which the Tender Offers will apply 
 
The number of Ordinary Shares subject to the February Tender Offer (and the 
associated Repurchase) is 26,666,666, which is calculated by dividing £ 
20,000,000 by the Tender Offer Price and rounding down to the nearest whole 
number. This is 11.5 per cent. of all Ordinary Shares in issue as at the Latest 
Practicable Date, which represents the "Basic Entitlement" under the Tender 
Offer and each Qualifying Shareholder is entitled to tender a percentage of 
their holding equal to (or less than, if they so choose) the Basic Entitlement. 
By way of example, the Basic Entitlement of a Qualifying Shareholder with 100 
Ordinary Shares would be 11 Ordinary Shares. Qualifying Shareholders will also 
be entitled to apply to tender Ordinary Shares above their Basic Entitlement, 
which, may be satisfied on a pro rata basis to the extent that other Qualifying 
Shareholders do not tender up to their respective Basic Entitlements. 
 
The number of Ordinary Shares subject to further Tender Offers and the Basic 
Entitlements of Shareholders in relation to such Tender Offers will be 
calculated using the same methodology as is applied in respect of the February 
Tender Offer and will be notified to Shareholders in an RIS announcement on or 
before the opening of the relevant Tender Offer. 
 
Benefits of the Tender Offers 
 
The Board considers the Tender Offers and the subsequent Repurchases to be in 
the best interests of the Company and Shareholders as a whole and is, 
therefore, recommending that Shareholders vote in favour of the Resolution. 
However, the Board is not making any recommendation to Shareholders as to 
whether tendering Ordinary Shares under any Tender Offer is in their own 
individual best interests. Whether or not Qualifying Shareholders decide to 
tender all or any of their Ordinary Shares is a decision for individual 
Qualifying Shareholders. 
 
Qualifying Shareholders should take into account their tax position when 
deciding whether or not to participate in the Tender Offers. A summary of 
material UK taxation considerations in connection with the Tender Offers is set 
out in Part III of the Circular. Qualifying Shareholders are advised to take 
independent advice in relation to the tax implications for them of selling 
Ordinary Shares pursuant to the Tender Offers. 
 
The Board reserves the right not to proceed with any Tender Offer (and the 
subsequent Repurchase) if it concludes, at any time prior to the announcement 
of the results of the relevant Tender Offer, that the implementation of that 
Tender Offer (and the associated Repurchase) are no longer in the interests of 
the Company and the Shareholders as a whole. 
 
Extraordinary General Meeting 
 
An extraordinary general meeting is being convened at 3 p.m. on Tuesday, 23 
March 2021 at the offices of Northern Trust International Fund Administration 
Services (Guernsey) Limited, Trafalgar Court, Les Banques, St. Peter Port, 
Guernsey, Channel Islands GY1 3QL to consider and, if thought fit, pass the 
Resolution, as set out in full in the Notice of General Meeting at the end of 
the Circular. 
 
Recommendation 
 
The Board considers the Proposal to be in the best interest of Shareholders as 
a whole. Accordingly, the Board unanimously recommends that Shareholders vote 
in favour of the Resolution to be proposed at the Extraordinary General 
Meeting. The Directors intend to vote in favour of the Resolution in respect of 
their holdings of Ordinary Shares amounting to 219,050 Ordinary Shares in 
aggregate (representing approximately 0.09 per cent. of the issued Ordinary 
Share capital of the Company, as at the Latest Practicable Date 
 
Expected Timetable 
 
Announcement of February Tender Offer                        26 February 2021 
 
February Tender Offer opens                                  26 February 2021 
 
Latest time and date for receipt of                3.00 p.m. on 19 March 2021 
Forms of Proxy 
 
Extraordinary General Meeting                      3.00 p.m. on 23 March 2021 
 
Latest time and date for receipt of                1.00 p.m. on 23 March 2021 
Tender Forms and TTE Instructions in 
CREST from Shareholders in relation to 
the February Tender Offer 
 
February Tender Offer Record Date                  6.00 p.m. on 23 March 2021 
 
Announcement of the results of the                              23 March 2021 
General Meeting 
 
Announcement of the results of the                              24 March 2021 
February Tender Offer 
 
Cheques despatched and payments                                 31 March 2021 
through CREST made and CREST accounts 
settled 
 
Balancing share certificates                     week beginning 31 March 2021 
despatched 
 
Notes: 
1. References to times above and in the Circular generally are to London time 
unless otherwise specified. 

2. All times and dates in the expected timetable and in the Circular may be 
adjusted by the Company. Any changes to the timetable will be notified via an 
RIS. 
 
Terms used and not defined in this announcement shall have the meaning given to 
them in the Circular. 
 
Enquiries: 
 
UK Mortgages Limited 
Christopher Waldron (Chairman)               020 7260 1000 
 
Numis Securities Limited, Financial Adviser and Corporate Broker 
Hugh Jonathan                                           020 7260 1000 
Nathan Brown 
 
Important notice 
 
This announcement is not intended to and does not constitute an offer to buy or 
the solicitation of an offer to subscribe for or sell or an invitation to 
purchase or subscribe for any securities or the solicitation of any vote in any 
jurisdiction. The release, publication or distribution of this announcement in 
whole or in part, directly or indirectly, in, into or from certain 
jurisdictions may be restricted by law and therefore persons in such 
jurisdictions should inform themselves about and observe such restrictions. 
 
Numis Securities Limited ("Numis"), which is authorised and regulated in the 
United Kingdom by the Financial Conduct Authority, is acting exclusively for UK 
Mortgages Limited 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 in this announcement and will not be responsible to 
anyone other than UK Mortgages Limited for providing the protections afforded 
to clients of Numis, nor for providing advice in relation to any matter 
referred to herein. 
 
Forward looking statements 
 
This announcement, oral statements made regarding the Proposal, and other 
information published by the Company may 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 The Company 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. Often, but not always, 
forwardlooking 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 
The Company believe that the expectations reflected in such forward-looking 
statements are reasonable, The Company 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 forwardlooking statements. Such 
forward-looking statements should therefore be construed in the light of such 
factors. Neither The Company, nor any of its 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 its 
legal or regulatory obligations (including under the Disclosure Guidance and 
Transparency Rules of the FCA), the Company is under no obligation, and 
expressly disclaims any intention or obligation, to update or revise any 
forward-looking statements, whether as a result of new information, future 
events or otherwise. 
 
Publication on website and availability of hard copies 
 
Copies can be downloaded from the Company's website: 
 
https://twentyfouram.com/en/funds/uk-mortgages-fund/ 
 
 
 
END 
 
 

(END) Dow Jones Newswires

February 26, 2021 09:00 ET (14:00 GMT)