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
For immediate release
14 August 2020
M&G Investment Management Limited
Announcement Regarding the Possible Offer for
UK Mortgages Limited ("UKML" or the "Company")
Further to the recent announcements made in relation to a possible all-cash offer for the entire issued and to be issued ordinary share capital of UKML by M&G Investment Management Limited ("MAGIM") on behalf of one of its managed funds, M&G Specialty Finance Fund (£) SCSp, confirms it does not intend to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") to acquire UKML due to the absence of Board engagement and corresponding access to due diligence.
MAGIM is disappointed with the immediate rejection of its increased offer announced on 13 August 2020 by the Board of UKML. MAGIM does not believe this allowed all shareholders sufficient time to evaluate the offer and provide feedback to the Board, or for the Board to proactively canvass this feedback. MAGIM continues to believe that its offer represented the best opportunity for shareholders to exit at an attractive price without delay or the uncertainty from UKML's Review of Future Strategy announced on 7 August 2020.
This is a statement to which Rule 2.8 of the Code applies.
MAGIM reserves the right to set aside the above statement and the restrictions in Rule 2.8 of the Code in the following circumstances:
i. with the agreement of the board of directors of UKML;
ii. following the announcement of a firm intention to make an offer for UKML by or on behalf of a third party;
iii. following the announcement by UKML of a proposal for a "whitewash" (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); or
iv. where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.
Ed Berry / Tom Blackwell +44 (0) 7703 330199 / +44 (0) 7747 113919
M&G Investment Management Limited
Alexandra Ranson, Director of Communications +44 (0) 7946 283956
RBC Capital Markets, Financial Adviser to M&G Investment Management Limited, on behalf of M&G Specialty Finance Fund (£) SCSp
+44 (0) 207 653 4000
Winterflood Securities, Broker to M&G Investment Management Limited, on behalf of M&G Specialty Finance Fund (£) SCSp
+44 (0) 203 100 0000
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.
Important notices relating to financial adviser
RBC Europe Limited (trading as "RBC Capital Markets"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for M&G Investment Management Limited and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than M&G Investment Management Limited for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.
Winterflood Securities Limited ("Winterflood") is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Winterflood is acting as broker exclusively for M&G Investment Management Limited and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than M&G Investment Management Limited for providing the protections afforded to clients of Winterflood or for providing advice in connection with the subject matter of this announcement.
Publication on a website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.sfoffer.uk. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.