Last checked at 29 Sep 2020 07:00
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW. PLEASE SEE THE PARAGRAPH HEADED IMPORTANT NOTICE IN THIS ANNOUNCEMENT.
The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.
29 September 2020
CITY OF LONDON INVESTMENT GROUP PLC
("CLIG", the "Group" or the "Company")
Proposed Share issue in respect of all Share Merger of CLIG with Karpus Management Inc. ("KMI")
As announced on 9 June 2020, the consideration due under the proposed merger (the "Merger") of CLIG with Karpus Management Inc ("KMI"), is to be satisfied through the issue of new shares in the capital of the Company ("New Shares"). As the aggregate assets under management of KMI's clients who have consented to the Merger is greater than US$3.0595 billion as at 28 September 2020, KMI Stockholders will receive, on the terms and subject to the conditions of the Merger Agreement, the maximum share consideration of 79.18 New Shares for every KMI Share, with any fractional entitlement to New Shares forfeited by the KMI Stockholders. Accordingly, after adjustment in respect of fractional entitlements, a total of 24,118,388 New Shares will be issued to KMI Stockholders.
Application has been made for the New Shares to be listed on the premium segment of the Official List and to be admitted to trading on the premium segment of the main market of the LSE, in each case upon Completion, which is expected to be on 1 October 2020.
Immediately following Admission of the New Shares, the Enlarged Share Capital will be 50,679,095 Shares and on this basis, the New Shares will represent approximately 47.6% per cent. of the Enlarged Share Capital.
For further information please contact:
City of London Investment Group plc Tom Griffith, CEO |
(via Zeus) | |
Zeus Capital Limited (Financial Adviser and Broker) |
+44 (0) 20 3829 5000 | |
Martin Green, Daniel Harris
Beaumont Cornish Limited (Sponsor) |
+44 (0) 207 628 3396 | |
Roland Cornish, Michael Cornish |
| |
DEFINITIONS
In this announcement, the following expressions have the following meanings, unless the context requires otherwise:
"Admission" | admission of the New Shares to listing on the premium segment of the Official List, and to trading on the premium segment of the London Stock Exchange's main market for listed securities, becoming effective, and a reference to Admission becoming "effective" is to be construed in accordance with the Listing Rules or the Admission and Disclosure Standards of the LSE (as applicable) |
"Completion" | completion of the Merger in accordance with the Merger Agreement |
"Enlarged Share Capital" | the issued share capital of the Company following Completion of the Merger |
"FCA" | Financial Conduct Authority |
"KMI" | Karpus Management, Inc. |
"KMI Share" | stock in the capital of KMI |
"KMI Stockholders" | holders of stock in the capital of KMI |
"Listing Rules" | the rules and regulations made by the FCA under Part VI of the Financial Services and Markets Act 2000, as amended |
"London Stock Exchange" or "LSE" | London Stock Exchange plc |
"Merger" | the merger by a subsidiary of the Company with KMI to be effected by a reverse triangular merger pursuant to the Merger Agreement |
"Merger Agreement" | the agreement dated 8 June 2020 entered into between the Company, the Merger Sub, KMI and George Karpus, individually and as stockholder representative, to effect the Merger |
"Merger Sub" | Snowball Merger Sub Inc., a corporation organised under the laws of the State of New York |
"New Shares" | the Shares to be issued by the Company to KMI Stockholders pursuant to the Merger |
"Official List" | the Official List of the FCA |
"Shares" | ordinary shares of 1 penny each in the share capital of the Company |
Important Notice
The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
This announcement does not constitute an offer to sell or the solicitation of an offer to purchase New Shares in the United States or to any U.S. person. The New Shares will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States. New Shares will be issued in the United States to KMI Stockholders in reliance on available exemptions from registration under the Securities Act and applicable state law registration requirements.
This announcement is for information purposes only and is not intended to and does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, any shares nor any other securities in any jurisdiction. Shares will not be generally made available or marketed to the public in the UK or any other jurisdiction in connection with the Merger.
Beaumont Cornish Limited and Zeus Capital Limited (together, the "Financial Advisers"), each of which is authorised and regulated by the FCA in the United Kingdom, are each acting for the Company and for no one else in connection with the Merger, and will not regard any other person as a client in relation to the Merger and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the Merger, or any other matter, transaction or arrangement referred to in this announcement.
ENDS