SVU Svm Uk

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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