TIDMZZZZ TIDMSVU
RNS Number : 1576G
Cyrun Finance Ltd
06 May 2011
Not for release, publication or distribution in whole or in part
into ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
6 MAY 2011
THE offer by
CYRUN FINANCE, LTD
FOR
SVM UK ACTIVE FUND PLC
IS NOW BEING MADE ON A MANDATORY BASIS AND IS EXTENDED
Mandatory Offer Summary
-- The Board of Cyrun is pleased to announce that following the
purchase of additional SVM Shares increasing Cyrun's holding to
over 30% of SVM's issued share capital, the cash offer by Cyrun to
acquire the entire issued and to be issued share capital of SVM UK
Active Fund PLC is now being made on a mandatory basis.
-- The Offer is extended and the next closing date is at 1.00pm
on 20 May 2011.
-- There is no change to the terms of the Offer, which remains
conditional only on the total of SVM Shares held by Cyrun and
persons acting in concert with it and acceptances received mounting
to over 50% of SVM's issued share capital.
-- The cash consideration will be determined by reference to a
formula based on the net assets per SVM Share (referred to as the
"Formula Asset Value" or "FAV") as at the date the Offer becomes
unconditional as to acceptances. The Offer Price is 94.25% of FAV,
subject to a minimum of 191.2 pence per SVM Share.
-- Based on the Offer Illustration the Offer values each SVM
Share at approximately 191.2p and values the entire issued share
capital of SVM at approximately GBP60.7 million and represents a
premium of approximately 12.5% to the closing price of 170p per SVM
Share on 15 March 2011, being the last Business Day prior to the
announcement of a possible offer for SVM.
-- As at 1.00 pm on 6 May 2011 Cyrun had received valid
acceptances of the Offer in respect of 1,114,173 SVM Shares
representing 3.5% of SVM's issued share capital. As at 4.00 pm
today Cyrun holds 10,550,921 SVM Shares representing 33.2% of SVM's
issued share capital. There were no purchases of SVM Shares
included in the above acceptance figure between 1.00 pm and 4.00 pm
today. C Reid, an employee of Fairfax who has a beneficial interest
in 1,594 SVM Shares (representing 0.005% of its issued share
capital) is deemed to be acting in concert with Cyrun. The total of
the foregoing shares and valid acceptances which count towards the
acceptance condition is therefore 11,666,688 SVM Shares
representing 36.7% of SVM's issued share capital.
Enquiries:
Cyrun Finance, Ltd Tel: 001 303 442-2156
Stephen Miller
Fairfax I.S. PLC (financial adviser to Cyrun) Tel: (020) 7598
5368
David Floyd
This summary should be read in conjunction with and is subject
to, the full text of this Announcement (including its appendices)
set out below. Appendix I contains details of the Formula Asset
Value, Appendix II contains the sources and bases of certain
information used in this summary and in the following Announcement.
Appendix III contains definitions of certain terms used in this
summary and the following Announcement.
Neither this summary nor the full text of this Announcement
constitutes or forms part of an offer to purchase or subscribe for
any securities. The Offer will be made solely by the Offer Document
and (in the case of SVM Shares held in certificated form) the Form
of Acceptance, which together will contain the full terms and
conditions of the Offer, including details of how the Offer may be
accepted.
A copy of this Announcement and certain information published or
otherwise made available by Cyrun in connection with the Offer is
available at: www.cyrun.co.uk.
Not for release, publication or distribution in whole or in part
into ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION
OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
6 May 2011
THE offer by
CYRUN FINANCE, LTD
FOR
SVM UK ACTIVE FUND PLC
IS NOW BEING MADE ON A MANDATORY BASIS AND IS EXTENDED
1. Introduction
Cyrun made a cash offer to acquire the entire issued and to be
issued share capital of SVM on 23 March 2011 at which point Cyrun
held 8,162,393 SVM Shares representing 25.7% of its issued share
capital.
The Board of Cyrun is pleased to announce that, following the
purchase of additional SVM Shares increasing Cyrun's holding to
over 30% of SVM's issued share capital, the cash offer by Cyrun to
acquire the entire issued and to be issued share capital of SVM not
already owned by Cyrun is now being made on a mandatory basis in
accordance with Rule 9 of the Takeover Code.
The Offer is extended and the next closing date is at 1.00pm on
20 May 2011.
There is no change to the terms of the Offer, which remains
conditional only on the total of SVM Shares held by Cyrun and
persons acting in concert with it and acceptances received
amounting to over 50% of SVM's issued share capital.
As at 1.00 pm on 6 May 2011 Cyrun had received valid acceptances
of the Offer in respect of 1,114,173 SVM Shares representing 3.5%
of SVM's issued share capital. As at 4.00pm today Cyrun holds
10,550,921 SVM Shares representing 33.2% of SVM's issued share
capital. There were no purchases of SVM Shares included in the
above acceptance figure between 1.00pm and 4.00 pm today. C Reid,
an employee of Fairfax who has a beneficial interest in 1,594 SVM
Shares (representing 0.005% of its issued share capital) is deemed
to be acting in concert with Cyrun. The total of the foregoing
shares and valid acceptances which count towards the acceptance
condition is therefore 11,666,688 SVM Shares representing 36.7% of
SVM's issued share capital.
A copy of this Announcement and certain information published or
otherwise made available by Cyrun in connection with the Offer is
available at: www.cyrun.co.uk.
2. Offer Price
The amount of cash consideration will be determined by reference
to a formula based on the net assets per SVM Share as at the date
the Offer becomes unconditional as to acceptances, subject to a
minimum of 191.2 pence per SVM Share.
This formula is referred to as the 'FAV' or 'Formula Asset
Value'. The calculation of the Formula Asset Value is described in
Appendix I of this document.
The Offer Price is:
For every SVM Share 94.25% of FAV, subject to a minimum of 191.2
pence, in cash
For illustrative purposes only, had the Calculation Date been 29
April 2011 (being the date of the most recent net asset value of a
SVM Share (calculated on a cum-income basis) published prior to the
publication of this Announcement):
-- 94.25% of FAV would have valued each SVM Share at
approximately 187.48p, however the improved minimum Offer Price
would have been 191.2p,
-- the Offer Price of 191.2p per SVM Share represents a premium
of approximately 12.5 per cent. to the Closing Price of 170p per
SVM Share on 15 March 2011 being the last dealing day prior to the
announcement of the possible offer for SVM;
-- the Offer Price of 191.2p per SVM Share represents a discount
of approximately 5.7 per cent. to the most recently announced net
asset value per SVM Share; and
-- the value of the entire issued share capital of SVM at the
Offer Price would have been approximately GBP60.74 million.
(the "Offer Illustration").
The FAV calculation for SVM is based on the net asset value per
SVM Share as at close of business on 29 April 2011 (being the date
of the most recent net asset value of a SVM Share published prior
to the publication of this Announcement), assumes bid defence and
other related costs of GBP0.6m and contract termination costs of
approximately GBP0.6m. These cost estimates may well be higher or
lower than the amounts actually incurred or due, in which case the
value of the Offer to SVM Shareholders would be greater or less.
The actual FAV will be based on figures calculated by SVM and
agreed with Cyrun.
The SVM Shares will be acquired by Cyrun, pursuant to the Offer,
fully paid and free from all liens, equities, charges,
encumbrances, rights of pre-emption and any other interest of any
nature whatsoever and together with all rights now or hereafter
attaching thereto, including voting rights and the right to receive
and retain in full all dividends and other distributions (if any)
made or paid on or after 17 March 2011.
The availability of the Offer to persons not resident in the
United Kingdom may be affected by the laws of the relevant
jurisdictions. Persons who are not resident in the United Kingdom
should inform themselves about and observe any applicable legal or
regulatory requirements.
3. Previous acceptors of the Offer
SVM Shareholders who have already accepted the Offer will obtain
the benefit of, and be deemed to have accepted, the mandatory
Offer. Such SVM Shareholders need take no further action (assuming
its Form(s) of Acceptance have been delivered valid and complete in
all respects), or, in the case of uncertificated holders, a valid
TTE message has been received.
4. Condition of the Offer
The Offer is conditional only on Cyrun having received (which
have not, where permitted, been withdrawn) by not later than 1.00
p.m. on 20 May 2011 (or such later time(s) and/or date(s) as Cyrun
may, subject to the rules of the Code, decide) valid acceptances in
respect of SVM Shares which, together with the SVM Shares acquired,
or agreed to be acquired, by Cyrun and any person acting in concert
with it, before or after the making of the Offer, will result in
Cyrun and persons acting in concert with it holding SVM Shares
carrying over 50% of the voting rights capable of being exercised
in general meetings of SVM.
5. General
No revised offer document, will be posted to SVM Shareholders as
a result of the Offer becoming a mandatory offer, because there is
no change to the terms and conditions of the Offer. The sole
condition to the Offer is set out in paragraph 4 above All further
terms of the Offer, are set out in the Offer Document, subject to
any revisions and amendments set out in the Improved Offer Document
and, in the case of certificated SVM Shares, in the Form of
Acceptance. In deciding whether to accept the Offer, SVM
Shareholders should rely on the information contained in, and
follow the procedures described in, the Offer Document, the
Improved Offer Document and, if applicable, the Form of
Acceptance.
The availability of the Offer to SVM Shareholders not resident
in or citizens of the United Kingdom may be affected by the laws of
the relevant jurisdictions in which they are citizens or in which
they are resident. Such persons should inform themselves about and
observe any applicable legal or regulatory requirements of any such
relevant jurisdiction.
In particular, the Offer is not being made, directly or
indirectly, in, into, or by the use of the mails of or any means or
instrumentality (including, without limitation, by means of
facsimile or electronic transmission, telephone or internet) of
interstate or foreign commerce of, or any facilities of a
securities exchange of or in to into, any Restricted Jurisdiction,
or in any other jurisdiction if to do so would constitute a
violation of the relevant laws of such jurisdiction and the Offer,
when made, will not be capable of acceptance by any such use,
means, instrumentality or facility from or within any Restricted
Jurisdiction where to do so would constitute a breach of any
relevant securities laws of that Restricted Jurisdiction.
Accordingly, copies of this Announcement are not being, and must
not be, mailed or otherwise distributed or sent in or into or from
any Restricted Jurisdiction or any such other jurisdiction. Doing
so may render invalid any purported acceptance of the Offer. Cyrun
will retain the right to permit the Offer to be accepted and any
sale of any securities pursuant to the Offer to be completed if, in
its sole discretion, it is satisfied that the transaction in
question can be undertaken in compliance with applicable law and
regulation.
Any persons who are subject to the laws of any jurisdiction
other than the United Kingdom should inform themselves about, and
observe any applicable legal or regulatory requirements. Further
information in relation to overseas SVM Shareholders will be set
out in the Offer Document.
This Announcement does not constitute, or form part of, an offer
or an invitation to purchase or subscribe for any securities. The
Offer has been made solely by way of the Offer Document and revised
as set out in the Improved Offer Document, and, where appropriate,
the related Form of Acceptance which together contain the full
terms and conditions of the Offer, including details of how the
Offer may be accepted.
Fairfax is acting exclusively for Cyrun and no one else in
connection with the Offer and will not be responsible to anyone
other than Cyrun for providing the protections afforded to
customers of Fairfax or for providing advice in relation to the
Offer or any other matter referred to herein.
The sole director of Cyrun, Stephen Miller, and Stewart R.
Horejsi accept responsibility for the information contained in this
Announcement, save that the only responsibility accepted by them
for the information given in relation to SVM, which has been
compiled from published sources, has been to ensure that such
information has been correctly and fairly reproduced and presented.
Save as aforesaid, to the best of the knowledge and belief of Mr
Miller and Mr. Horesji (who have taken all reasonable care to
ensure that such is the case) the information contained in this
Announcement for which they are responsible is in accordance with
the facts and does not omit anything likely to affect the import of
such information.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date. Nothing
contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of SVM
except where expressly stated.
The attention of SVM Shareholders is drawn to the fact that
under the Code there are certain UK dealing disclosure requirements
in respect of relevant securities during an offer period. An Offer
Period was deemed to have commenced at 4.17 p.m. on 16 March 2011
when a possible offer by Cyrun for SVM was announced.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any paper 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 paper
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 paper offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 p.m. (London time) on the 10(th) business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 p.m. (London time) on the 10th business day following the
announcement in which any paper offeror is first identified.
Relevant persons who deal in the relevant securities of the offeree
company or of a paper 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 1% or more of any class of relevant securities of the
offeree company or of any paper offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the
offeree company or of any paper 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
paper offeror, save to the extent that these details have
previously been disclosed under Rule 8. A Dealing Disclosure by a
person to whom Rule 8.3(b) applies must be made by no later than
3.30 p.m. (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 paper
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
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).
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 Takeover 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 +44 (0)20
7638 0129.
Cyrun is a cash offeror for the purposes of the above disclosure
requirements.
This Announcement does not constitute, or form part of, an offer
or invitation to purchase any securities.
APPENDIX I
CALCULATION OF THE FORMULA ASSET VALUE
The FAV per SVM Share shall be calculated as at the close of
business on the Calculation Date (being the date on which the Offer
becomes or is declared unconditional as to acceptances) and shall
be the amount in pence which is the result of the following
formula, rounded to four decimal places (with 0.00005p being
rounded upwards):
FAV per SVM Share = A - B
C
where "A" is the aggregate of:
(i) the value of SVM's investments which are listed, traded,
quoted or dealt in on a recognised stock exchange or on AIM, a
market of the London Stock Exchange, calculated by reference to the
bid quotations or, if not available, prices or the last trade
prices for those investments as at the close of business on the
Calculation Date as derived from the relevant exchange's recognised
method of publication of prices for such investments (any CFD
accounts containing cash and positions to be valued using the
statement from the independent CFD administrator as at the close of
business on the Calculation Date);
(ii) the value of SVM's investments which are dealt in or traded
on any publicly-available exchange or market (including any "over
the counter" market but excluding any exchange or market referred
to in sub-paragraph A (i) above), calculated by reference to the
average of the daily average of the prices marked for such
investments on each of the five business days up to and including
the Calculation Date on which there were dealings or trading in
such investments as derived from the relevant market's recognised
method of publication of prices for such investments;
(iii) the value of SVM's investments which are units in unit
trusts or shares in open-ended investment companies, calculated by
reference to the prices or, in the case of units or shares in
respect of which cancellation and bid prices are quoted, the lower
of the cancellation and bid prices quoted as at the close of
business on the Calculation Date by the manager of the relevant
unit trust or open-ended investment company for holdings of the
size held by SVM (and, for the avoidance of doubt, any such
investments which are listed, traded, quoted or dealt in on a
recognised stock exchange shall be valued under this sub-paragraph
A (iii) and not under sub-paragraph A (i) above);
(iv) the value of those traded uncovered options and futures
contracts to which SVM is a party as at the close of business on
the Calculation Date which are traded on a stock, commodities,
financial futures or other securities exchange, calculated by
reference to the official middle-market closing prices on the
Calculation Date as derived from the relevant exchange's recognised
method of publication of prices for such traded options and futures
contracts;
(v) the value of call options contracts to which SVM is a party
as at the close of business on the Calculation Date which are
traded on a stock held in the underlying portfolio (known as
covered positions) shall be valued at zero unless the premium is
still due in which case the position will be valued at the premium
value due;
(vi) the value of SVM's investments which have unexpired call
options sold against an underlying stock held in SVM's portfolio
(known as covered positions) shall be valued at the strike price of
the call if the bid price of the investment is above the strike
price as at the close of business on the Calculation Date;
(vii) the value of all SVM's other investments, calculated as
being their fair realisable values as at the close of business on
the Calculation Date as determined by agreement between the
appointed representative of Cyrun, and the appointed representative
of SVM (or, failing such agreement within seven days after the
Calculation Date, as determined by the independent expert); and
(viii) the amount as at the close of business on the Calculation
Date of any sums due from debtors (including, for this purpose, any
dividends or distributions receivable on investments quoted
ex-dividend or ex-distribution on the Calculation Date and any
interest accrued on any debt securities as at the Calculation Date
and any recoverable tax credit in relation thereto, but excluding
any dividend, distribution or interest not yet received which has
been taken into account in the value of any of the investments
referred to in sub-paragraphs A (i) to (vii) (inclusive) above or
is unlikely to be received), cash and deposits with or balances at
banks, bills receivable and any money market instruments (together
with, in each case, any accrued interest at that date less an
accrual for any associated tax) and the fair realisable value of
any other tangible assets, including the fair value of dealing
subsidiaries with their value calculated in accordance with the
method of the FAV calculation, not otherwise accounted for in
subparagraphs A (i) to (vii) (inclusive) above, less any provision
for diminution of value which may be appropriate in respect of any
of sub-paragraphs A (i) to (vii) (inclusive) above (including
provisions for bad or doubtful debts), in each case as determined
by agreement between the appointed representative of Cyrun, and the
appointed representative of SVM (or, failing such agreement within
seven days after the Calculation Date, as determined by the
independent expert);
"B" is the aggregate of:
(i) the principal amounts as at the close of business on the
Calculation Date of any outstanding borrowings and/or liabilities
plus any accrued but unpaid interest, commitment fees and other
charges up to and including that date and the higher of any
premiums or penalties payable on either early or final repayment if
required;
(ii) the cost of closing, as at the close of business on the
Calculation Date, any open foreign exchange or other forward
purchase or sale contract to which SVM is a party on that date
(save to the extent otherwise taken into account in calculating the
FAV per SVM Share);
(iii) the cost of termination as at the close of business on the
Calculation Date of any investment management, advisory and /or
performance fee arrangements in force on that date, including, but
not limited to, any compensation or other payments to be made to
any investment manager or investment adviser, such amount to
include irrecoverable value added tax (where applicable) but to
exclude any tax relief;
(iv) the cost of terminating as at the close of business on the
Calculation Date any other contracts or arrangements whatsoever in
force on that date to which SVM is a party which may terminate as a
result of a change of control of SVM, but excluding, for the
purpose of this sub-paragraph B (iv), any investment management,
advisory and administrative arrangements in force at the close of
business on the Calculation Date to which paragraph B (iii) above
applies and excluding contracts with any parties which have
confirmed to SVM in writing that they do not wish to exercise any
termination rights arising as a result of such change of
control;
(v) the total cost of any dividend or other distribution
declared by SVM on or before the Calculation Date, so far as not
previously paid;
(vi) the costs, expenses and fees of any independent expert
appointed in connection with determining the Formula Asset Value,
as well as any additional accrued but unpaid costs and expenses to
either of Cyrun or of SVM arising directly as a result of and
specifically in connection with the appointment of an independent
expert and the performance of its function, such amount to include
irrecoverable value added tax (where applicable) but to exclude any
tax relief;
(vii) the aggregate of the amount of all accrued but unpaid
professional, advisory, legal and other fees and other advertising
costs and expenses incurred by SVM in connection with the Offer,
such amount to include irrecoverable value added tax (where
applicable) but to exclude any tax relief including all such fees,
costs and expenses relating to or in connection with the
determination of the Formula Asset Value (excluding any amounts
arising under sub-paragraph B (vi) above), such amount to include
irrecoverable value added tax (where applicable) but to exclude any
tax relief;
(viii) the aggregate of the amount of any accrued but unpaid
professional, advisory, legal and other fees and advertising and
other costs and expenses whatsoever incurred by SVM otherwise than
in connection with the Offer, such amount to include irrecoverable
value added tax (where applicable) but to exclude any tax relief;
and
(ix) an amount which fully reflects all other liabilities and
obligations of SVM whatsoever, including a fair provision for any
contingent liabilities (including any additional liabilities to
taxation, whether or not deferred, and any liabilities arising on
liquidation) or losses (including disputed claims), as at the close
of business on the Calculation Date determined by agreement between
the appointed representative of Cyrun, and the appointed
representative of SVM (or, failing such agreement within seven days
after the Calculation Date, as determined by the independent
expert); and
"C" is the aggregate of:
(i) the number of SVM Shares in issue as at the close of
business on the Calculation Date
Notes:
1 For the purpose of the above calculations, the value of any
investments, other assets or liabilities denominated or valued in
currencies other than Sterling shall be converted into Sterling at
the rates of exchange between Sterling and such other currencies
normally utilised by SVM for the calculation of its net asset
values.
2 In the case of sub-paragraphs A(i), (ii), (iii), (iv), (v) and
(vi) above, if there has been any general suspension of trading on
the relevant stock, commodities, financial futures or other
securities exchange or market, or if it was closed for business on
the Calculation Date, the value of the relevant investments, traded
options or futures contracts shall be taken as at the close of
business on the immediately preceding date on which there was
trading on such exchange or market, provided that such date is not
more than seven days prior to the Calculation Date and save that,
if there has been a material adverse change in the financial
position of any such underlying investment, traded option or
futures contract since the date by reference to which its value is
calculated but prior to the close of business on the Calculation
Date a fair provision (as determined by agreement between the
appointed representative of Cyrun, and the appointed representative
of SVM or, failing such agreement within seven days after the
Calculation Date, as determined by the independent expert) shall be
made to take account of such adverse change in the value of the
relevant investment, traded option or futures contract.
3 Subject to note 2 above, in the case of sub-paragraphs A (i)
to (vi) (inclusive) above:
(i) where any such investment, traded option or futures contract
is subject to restrictions on transfer or a suspension of dealings
or if no such published or quoted prices are available in respect
of any such investment, traded option or futures contract, in each
case as at the close of business on the Calculation Date, the value
of such investment, traded option or futures contract will be
calculated as at the close of business on the Calculation Date in
accordance with sub-paragraph A (vii) above; and
(ii) where any such investment, traded option or futures
contract is, at the close of business on the Calculation Date,
subject to any right of any person to acquire the same or any
obligation on SVM to dispose of the same, whether as a result of
the Offer being made or becoming or being declared unconditional or
otherwise, at a price more or less than would otherwise be
determined in accordance with sub-paragraphs A (i) to (vi)
(inclusive) above, such investment, traded option or futures
contract shall be valued at such greater or lesser price unless
such right or obligation is unconditionally and irrevocably waived
or lapses prior to the calculation of the FAV per SVM Share
otherwise being agreed or determined.
4 Subject to note 5 below, with regard to sub-paragraphs A (vii)
and (viii) above, the appointed representative of Cyrun, and the
appointed representative of SVM shall have regard, inter alia, to
the following when determining the value of any investment or other
asset (which shall be calculated on the basis of a notional sale by
a willing seller to a willing buyer, without regard to any
additional value that might be attributed to such investment or
other asset by any special category of potential purchaser):
(i) the existence or exercise of any pre-emption rights or
obligations in respect of such investment or other asset or any
other restrictions on the transfer or disposal of the same which
may exist or which may arise as a consequence of the proposed
acquisition by Cyrun of SVM or any SVM Shares or of the transfer of
such investment or other asset to any party or of the winding up of
SVM;
(ii) the terms and volumes of any recent dealings in, and
marketability of, such investment or other asset; and
(iii) the amount of any bona fide offer to acquire such
investment or other asset which may be made by any person and
brought to the attention of the appointed representative of Cyrun
and the appointed representative of SVM or, if appointed, the
independent expert.
5 With regard to sub-paragraphs A (vii) and (viii) above, the
appointed representative of Cyrun and the appointed representative
of SVM shall, except in the case of debtors and tangible assets, be
bound by the actual amount of cash items and, in the case of
debtors and tangible assets, shall adopt the accounting policies
used by SVM in its latest audited financial statements.
6 If any liability referred to in sub-paragraphs B (i) to (ix)
(inclusive) above has not been determined by the date on which the
calculations and adjustments otherwise necessary to determine the
FAV per SVM Share have been made, there shall be included in "B"
such amount in respect of any such liability as shall be considered
to be an appropriate estimate by the appointed representative of
Cyrun.
7 In default of any agreement between the appointed
representative of Cyrun and the appointed representative of SVM in
relation to any fair realisable value (in the case of
sub-paragraphs A (vii) and (viii) above) or in relation to
estimating or determining the amount of any liabilities,
obligations or losses (in the case of sub-paragraphs B (viii) or B
(ix) above), or in making any determination under notes 2 and 6
above, the matter shall be referred for determination to the
independent expert.
8 The independent expert referred to herein shall be Crowe
Clarke Whitehill LLP or, if Crowe Clarke Whitehill LLP shall
decline to act, a reputable firm of accountants (not connected with
any of the parties providing advice to Cyrun or to SVM in
connection with the Offer) selected by Fairfax. Such independent
expert shall act as an expert and not as an arbitrator and his
determination shall (subject to any agreement to the contrary
between Cyrun and SVM) be final and binding on all persons and the
independent expert shall not be under any liability to any person
by reason of his appointment or by anything done or omitted to be
done by him for the purposes of such appointment or in connection
therewith.
9 The SVM Directors shall be invited to prepare the calculation
of the FAV per SVM Share for review and approval by the appointed
representative of Cyrun. In the event of a dispute regarding the
calculation of the FAV per SVM Share, such dispute shall be
determined by the independent expert who shall act as an expert and
not as an arbitrator and his determination shall (subject to any
agreement to the contrary between Cyrun and SVM) be final and
binding on all persons provided that the independent expert shall
(subject to any agreement to the contrary between Cyrun and SVM) be
bound by any values of investments or other assets or any
quantification of liabilities, obligations or losses agreed between
the appointed representative of Cyrun, and the appointed
representative of SVM (or, failing such agreement within seven days
after the Calculation Date, as determined by the independent
expert) or otherwise agreed between Cyrun and SVM or determined by
a decision of the independent expert in respect of any investment
or other asset valued by him or any liability, obligation or loss
quantified by him. In the absence of any such dispute, such
calculation approved by, or on behalf of, Cyrun or SVM, as the case
may be, shall be final and binding on all persons.
10 Notwithstanding note 9 above, if the calculation of the FAV
per SVM Share has not been so prepared and delivered to Cyrun or
its appointed representative for their respective approval by the
date seven days after the Calculation Date or (whether or not such
delivery has been so made) a final determination of either the FAV
per SVM Share has not been made by the date 14 days after the
Calculation Date, then, pending such final determination, a
provisional calculation of the FAV per SVM Share shall be prepared
by Cyrun or its appointed representative on the basis of such
information as is available to it (and after making such
assumptions as they consider appropriate). In that event, an
initial consideration, equal to 85 per cent. of the cash due as
consideration under the Offer were the provisional calculation
referred to above correct, rounded down to the nearest whole penny,
shall be paid to the persons entitled thereto on the prescribed
settlement date in respect of the Offer with any remaining balance
being paid within seven days after the final determination referred
to above has been approved or determined in accordance with note 9
above and such approval or determination has been notified to SVM
(but not earlier than the prescribed settlement date).
11 Notwithstanding any of the above provisions, in the event
that the valuation of any investment or other asset in accordance
with any of such provisions, or the amount of any deduction made in
accordance with sub-paragraphs B (i) to (ix) (inclusive) above, is,
in the opinion of the appointed representative of Cyrun and the
appointed representative of SVM, incorrect or unfair they may, if
they so agree, adopt an alternative method of valuation or
deduction, as the case may be.
The consideration payablepursuant to the Offer will be announced
through a Regulatory Information Service as soon as reasonably
practicable following the Calculation Date.
APPENDIX II
Bases and Sources
In this Announcement, unless otherwise stated or the context
otherwise requires, the following bases and sources have been
used:
(i) The information about the net asset values of SVM as at 29
April 2011 has been sourced from an announcement by SVM dated 3 May
2011. The total net asset value of SVM as at that date has been
derived from multiplying the published net asset value per SVM
Share by the number of SVM Shares in issue, excluding treasury
shares.
(ii) Unless otherwise indicated, information relating to net
asset value total returns, share price total returns and FTSE
All-Share Index total returns have been taken from Fundamental Data
and assumes gross dividends reinvested on the ex-dividend date.
(iii) Share prices have been taken from Proquote or Bloomberg
and, in the case of the market price of a SVM Share as at 15 March
2011 from the London Stock Exchange's Daily Official List.
(iv) Unless otherwise indicated, share prices have been taken
from the sources referred to above. The "discount" or "premium" at
which a share trades is the difference between its mid-market price
and its net asset value expressed as a percentage of that net asset
value. Where the share price is higher than the net asset value per
share, the share stands at a premium; if the share price is lower
than the net asset value per share, the share stands at a
discount.
(vi) Unless otherwise stated, net asset values are quoted on a
cum-income basis, being the basis on which SVM prepares its regular
weekly net asset value announcements.
Assumptions and sources of information underlying the Offer
Illustration
(i) The Offer Illustration assumes:
full acceptance of the Offer;
that the FAV is calculated as described in Appendix I to this
announcement, but for illustrative purposes, treating references to
the Calculation Date as references to 29 April 2011.
The information about the net asset values of SVM as at 29 April
2011 has been sourced from an announcement by SVM dated 3 May
2011
(ii) Unless otherwise indicated, information relating to net
asset value total returns, share price total returns and FTSE
All-Share Index total returns have been taken from Fundamental Data
and assumes gross dividends reinvested on the ex-dividend date.
(iii) the costs of terminating SVM's contracts for investment
management and administrative services have been estimated at
approximately GBP0.6 million and SVM's costs of responding to the
Offer have been estimated at GBP0.6 million.
APPENDIX III
Definitions
The following definitions apply throughout this Announcement,
unless the context requires otherwise:
"Act" the Companies Act 2006 (as amended);
"Business Day" a day (other than a Saturday, Sunday
or public holiday) when clearing banks
are open for business in the City of
London;
"Calculation Date" the close of business on the date on
which the Offer becomes or is declared
unconditional as to acceptances;
"Code" or "Takeover the City Code on Takeovers and Mergers
Code" (as amended or interpreted from time
to time by the Panel);
"Closing Price" the closing middle market quotation
of a share on the relevant date as derived
from the Daily Official List;
"Cyrun" Cyrun Finance, Ltd.;
"Cyrun Director" or the director of Cyrun who is Stephen
"Cyrun Board" Miller;
"Daily Official List" the daily official list of the London
Stock Exchange;
"Fairfax" Fairfax I.S. PLC, financial adviser
to Cyrun;
"FAV" or "Formula Asset the formula asset value of SVM calculated
Value" in accordance with the formula set out
in Appendix II to this Announcement;
"Form of Acceptance" the form of acceptance, authority and
election for use by holders of SVM Shares
in certificated form in connection with
the Offer;
"FSA" the Financial Services Authority;
"FSMA" the Financial Services and Markets Act
2000;
"Listing Rules" the Listing Rules of the UK Listing
Authority made pursuant to section 74A
of the FSMA;
"Improved Offer" the Offer as revised by the increase
in the minimum Offer Price to 191.2p
per SVM Share
"Improved Offer Document" The document dated 28 April 2011 containing
the Improved Offer
"London Stock Exchange" London Stock Exchange plc;
"Offer" the offer being made by Cyrun to acquire
the entire issued and to be issued share
capital of SVM on the terms and subject
to the conditions to be set out in the
Offer Document and the Form of Acceptance
(including, where the context so requires,
any subsequent waiver, revision, variation,
extension or renewal thereof) and any
election available in connection with
it;
"Offer Document" the document sent to SVM Shareholders
on 23 March 2011 containing the Offer;
"Offer Illustration" the illustrative calculations as set
out in this Announcement;
"Offer Price" the price per SVM Share payable pursuant
to the Offer, currently 94.25% of FAV
subject to a minimum of 191.2p
"Official List" the Official List of the UK Listing
Authority;
"Panel" the Panel on Takeovers and Mergers;
"Restricted Jurisdiction" the United States, Canada, Australia,
the Republic of South Africa or Japan;
"Mandatory Offer" The Offer as made on a mandatory basis
subject to Rule 9 of the Code as set
out in this document.
"SVM" SVM UK Active Fund PLC;
"SVM Directors" or the board of directors of SVM;
"SVM Board"
"SVM Shareholders" the holders of SVM Shares;
"SVM Shares" the existing unconditionally allotted
or issued and fully paid (or credited
as fully paid) ordinary shares of 25p
each in the capital of SVM and any further
shares which are unconditionally allotted
or issued fully paid or credited as
fully paid before the date on which
the Offer ceases to be open for acceptance
(or such earlier date as Cyrun may,
subject to the Code, decide) but excluding
any such shares held or which become
held in treasury;
"UKLA" or "UK Listing the FSA acting in its capacity as the
Authority" competent authority for the purposes
of Part VI of the Financial Services
and Markets Act 2000; and
"United States" or the United States of America, its territories
"U.S. " and possessions, any states of the United
States and the District of Columbia
and all other areas subject to its jurisdiction
of the United States of America.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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