Oryx International Growth Regulatory News (OIG)

21 Dec 2006 07:01

Oryx International Growth Fund Ld21 December 2006 Oryx International Growth Fund Limited 21 December 2006 Not for release, publication or distribution, in whole or in part, in or intoany jurisdiction where to do so would constitute a violation of the relevantlaws of such jurisdiction. ORYX INTERNATIONAL GROWTH FUND LIMITED Recommended proposed merger with American Opportunity Trust PLC by way of scheme of arrangement Summary • The Boards of Oryx International Growth Fund Limited ("Oryx") and American Opportunity Trust PLC ("AOT") are pleased to announce recommended proposals for the merger of the two companies on a formula asset value basis. • The Merger will be effected by means of a scheme of arrangement under Section 425 of the Companies Act. As a result of the Merger, AOT will become a wholly-owned subsidiary of Oryx. • The Merger is subject to a number of conditions, including the sanction of the Court and the approval of the shareholders of both Oryx and AOT. The Prospectus, Oryx Shareholder Circular and Scheme Document are expected to be sent to Existing Oryx Shareholders and AOT Shareholders, as appropriate, today. Enquiries: Oryx International Growth Fund Limited 07831 369 859Nigel Cayzer (Chairman) Arbuthnot Securities Limited (Financial advisers to Oryx International) 020 7012 2000Alastair MoretonRichard Tulloch American Opportunity Trust PLC 07831 268 330Alex Hammond-Chambers (Chairman) Zeus Capital Limited (Financial advisers to American Opportunity) 020 7965 0755Glenn Cooper This summary should be read in conjunction with the full text of the attachedannouncement and the appendices. Arbuthnot Securities, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Oryx and no one elsein connection with the Merger and will not be responsible to any other personfor providing the protections afforded to clients of Arbuthnot Securities or forproviding advice in relation to the Merger or the contents of this announcement.Arbuthnot Securities is not making any representation or warranty, express orimplied, as to the contents of this announcement. Zeus Capital, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for AOT and no one else inconnection with the Merger and will not be responsible to any other person forproviding the protections afforded to clients of Zeus Capital or for providingadvice in relation to the Merger or the contents of this announcement. ZeusCapital is not making any representation or warranty, express or implied, as tothe contents of this announcement. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. This announcement is not intended to and does not constitute, or form any partof, an offer or an invitation to purchase or sell any securities or thesolicitation of any vote or approval in any jurisdiction, nor shall there be anysale, issue or transfer of the securities referred to in this announcement inany jurisdiction in contravention of applicable law. This announcement is not an offer for securities for sale in the US and the NewOryx Ordinary Shares have not been, and will not be, registered under the USSecurities Act 1933 ("the Securities Act") or under the securities laws of anyState, district, or other jurisdiction in the US or any other RestrictedJurisdiction, and no regulatory clearance has been, or will be, applied for inany Restricted Jurisdiction. It is expected that the New Oryx Ordinary Shareswill be issued in reliance upon the exemption from the registration requirementsunder the Securities Act provided by section 3(a)(10) thereof. Under applicableUS securities laws, AOT Shareholders who are or will be deemed to be"affiliates" for the purposes of the US Securities Act should consult there ownlegal advisers prior to any sale of New Oryx Ordinary Shares received pursuantto the Scheme. This announcement contains a number of forward-looking statements relating toOryx and AOT. Oryx and AOT both consider any statements that are not historicalfacts as 'forward-looking statements'. This involves a number of risks anduncertainties that could cause actual results to differ materially from thosesuggested by the forward-looking statements. Important factors that could causeactual results to differ materially from estimates or forecasts contained in theforward-looking statements include, among others, the following possibilities;future revenues are lower than expected; costs or difficulties relating to thecombination of the businesses of Oryx and AOT, or of other future acquisitions,are greater than expected; expected cost savings from the transaction or fromother future acquisitions are not fully realised or not realised within theexpected time frame; competitive pressures in the industry increase; generaleconomic conditions or conditions affecting the relevant industries, whetherinternationally or in the places Oryx and AOT do business are less favourablethan expected and/or conditions in the securities market are less favourablethan expected. Except as required by the Prospectus Rules, the Listing Rules,the Disclosure Rules, the FSA, the London Stock Exchange or applicable law, Oryxand AOT expressly disclaim any obligation or undertaking to release publicly anyupdates or revisions to any forward-looking statements contained in thisannouncement to reflect any change in Oryx or AOT's expectations with regardthereto or any change in events, conditions or circumstances on which anystatement is based. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1 per cent. or more of any class of "relevant securities" of Oryx or of AOT, all"dealings" in any "relevant securities" of that company (including by means ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 pm (London time)on the London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Oryx or of AOT, they will bedeemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Oryx or of AOT by Oryx or by AOT, or by any of their respective"associates", must be disclosed by no later than 12 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. Not for release, publication or distribution, in whole or in part, in or intoany jurisdiction where to do so would constitute a violation of the relevantlaws of such jurisdiction. Recommended proposed merger of Oryx International Growth Fund Limited with American Opportunity Trust PLC by way of scheme of arrangement 1. Introduction The Boards of Oryx International Growth Fund Limited ("Oryx") and AmericanOpportunity Trust PLC ("AOT") are pleased to announce recommended proposals forthe merger of the two companies to be effected by means of a scheme ofarrangement under section 425 of the Companies Act. As a result of the Merger,AOT will become a wholly-owned subsidiary of Oryx. The Merger will be implemented by reference to the relative Formula Asset Valuesof Oryx and AOT, which is common practice for investment company mergers. TheMerger is also subject, inter alia, to the passing of the requisite resolutionsby both AOT Shareholders and Oryx Shareholders and to the sanction of the Court. The Scheme involves the cancellation of AOT's issued share capital and thecreation and issue of New AOT Shares to Oryx, in consideration for Oryx issuingNew Oryx Ordinary Shares to AOT Shareholders. The aggregate number of New OryxOrdinary Shares to be issued to AOT Shareholders will be based on the relativeFormula Asset Values of Oryx and AOT, to be determined in accordance with theScheme. 2. Background to, reasons for and benefits of the Merger The Merger will combine the portfolio of AOT with the portfolio of Oryx,providing AOT Shareholders with the opportunity to widen their spread ofinvestments, which are principally in North American companies so to encompassUnited Kingdom and unquoted companies as part of the underlying portfolio. The Board of Oryx has been seeking opportunities to enhance shareholder valuethrough the acquisition of suitable investment companies. In June 2006, Oryxannounced an offer for Baltimore which was declared wholly unconditional in July2006. The Merger is therefore fully in line with this strategy and the resultingincrease in the size of Oryx's assets under management will enable theadministrative expenses to be spread across an increased asset base. At the sametime the increasing number of Oryx Ordinary Shares in issue, following theMerger and after the conversion of the Oryx C Shares (issued as part of therecently completed acquisition of Baltimore), should enhance the liquidity ofOryx Ordinary Shares and facilitate the management of any discount to the NetAsset Value at which the Oryx Ordinary Shares may trade. The Board of Oryxintends to continue such management through the use of its existing buy-backfacility. The Merger will lead to the portfolio attributable to the Oryx Ordinary Sharesbeing increased by the acquisition of the portfolio of AOT, which consistsprincipally of quoted securities issued by North American companies. Theconsideration for this acquisition is the issue of New Oryx Ordinary Shares toAOT Shareholders based on the relative Formula Asset Values of Oryx and AOT toreflect the costs of the Merger, which are expected to be £750,000 (excludingVAT). These costs will be met in respect of £125,000 (excluding VAT) by Oryx,£350,000 (excluding VAT) by AOT and £275,000 (excluding VAT) by North AtlanticValue, who will continue as the investment manager of the enlarged portfolio.The terms of the management fee payable to North Atlantic Value by Oryx (whichis based on the Net Asset Value of Oryx) will remain unchanged. Under the Merger, AOT will become a wholly owned subsidiary of Oryx, the AOTportfolio and the Oryx portfolio will be merged, and Existing Oryx Shareholdersand the New Oryx Shareholders will have interests in the merged portfolio. In summary, the Board of Oryx (other than Christopher Mills, who for the reasonsdescribed in paragraph 10 below, has not taken part in the decisions of theBoard of Oryx in relation to the Merger) believes that the Merger will bebeneficial for Existing Oryx Shareholders for the following reasons: • it will result in the spreading of administrative expenses over a larger investment portfolio, resulting in a reduction of these expenses on a per share basis; • it should reduce Oryx's investment risk due to the significant increase in the number of investments in Oryx's portfolio; and • it should enhance the liquidity of the Oryx Ordinary Shares. At the same time the Board of AOT (other than Christopher Mills, who for thereasons described in paragraph 10 below, has not taken part in the decisions ofthe Board of AOT in relation to the Merger) has for some time been consideringAOT's future, not least given the lack of liquidity in AOT Shares as aconsequence of its relatively small size and the presence of a significantshareholder. In summary, the Merger is expected to benefit AOT Shareholdersthrough: • providing a wider spread of investments through exposure to a portfolio including UK securities and unquoted securities; • greater share liquidity, given the substantial increase in the shareholder base; • the ability of Oryx to use share buy-back powers when appropriate; • savings in administrative expenses; and • continued management by North Atlantic Value, with an activist policy. 3. Terms of the Merger Under the Merger, all of AOT's issued share capital will be cancelled and NewAOT Shares will be issued, credited as fully paid, to Oryx in exchange for Oryxissuing New Oryx Ordinary Shares to the former AOT Shareholders. On theEffective Date, AOT will therefore become a wholly-owned subsidiary of Oryx. The number of New Oryx Ordinary Shares to be issued to AOT Shareholders underthe Merger will be based on the relative Formula Asset Values of Oryx and AOTtaking into account the costs of the Merger at the FAV Reference Date, being 31January 2007. It is therefore not possible prior to the FAV Reference Date tospecify the actual number of New Oryx Ordinary Shares to which AOT Shareholderswill become entitled to. Accordingly, the number of New Oryx Ordinary Shares tobe issued will be that number of New Oryx Ordinary Shares as shall haveattributable to them a FAV equal to the AOT FAV at the FAV Reference Date. TheFormula Asset Value of Oryx takes into account only those assets of Oryxattributable to the Oryx Ordinary Shares and so does not include any assetsacquired as a result of the recent successful offer for Baltimore. For illustrative purposes only, based on unaudited estimated FAVs for OryxOrdinary Shares of 311.6 pence and for AOT Shares of 108.9 pence as at 30November 2006 (the latest practicable date prior to this announcement), an AOTShareholder would receive: for every 1,000 AOT Shares 349 New Oryx Ordinary Shares and so in proportion for any greater or lesser number of AOT Shares, save thatfractions of New Oryx Ordinary Shares will not be issued to AOT Shareholders,but will be aggregated and sold in the market for the benefit of Oryx asenlarged by the Merger. On the basis of the above illustration, the Merger would result in the issue ofapproximately 5,870,692 New Oryx Ordinary Shares representing approximately 35.5per cent. of the enlarged issued ordinary share capital of Oryx following theMerger (prior to the conversion of the Oryx C Shares). The New Oryx OrdinaryShares will rank pari passu with existing Oryx Ordinary Shares in all respects. In view of the relative sizes of Oryx and AOT, and because the Merger is a"related party transaction" for Oryx as described below in paragraph 12, theMerger is conditional upon approval of the Resolution by Existing OryxShareholders at the Oryx Extraordinary General Meeting. The Merger is alsoconditional upon, amongst other things: • approval of the Scheme and related resolutions by the requisite majorities of AOT Shareholders at the Scheme Meeting and the AOT Extraordinary General Meeting; • the sanction of the Scheme and the confirmation of the associated Reduction of Capital by the Court at the Court Hearing; and • the admission of the New Oryx Ordinary Shares to listing on the Official List of the UK Listing Authority becoming effective in accordance with the Listing Rules of the UK Listing Authority and to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards made by the London Stock Exchange. Further details of the conditions to which the Merger will be subject are setout in Appendix 1 to this announcement. 4. Illustrative financial effects of the Scheme for AOT Shareholders The FAVs of AOT and Oryx will be determined for the purpose of the Scheme on theFAV Reference Date and it is therefore not possible prior to that date tospecify the actual number of New Oryx Ordinary Shares to which AOT Shareholderswill become entitled nor the precise financial effect of the Scheme. However,there are set out below, by way of example, illustrations of the financialeffects of the Scheme on AOT Shareholders in relation to market value and NetAsset Value, calculated by reference to the estimated FAVs of AOT and Oryx as at30 November 2006 (being the latest practicable date prior to the thisannouncement) and, in relation to market value only, as at 29 September 2006(the last Business Day prior to the announcement that talks were in progress inrelation to a possible merger). As at 29 As at 30 September 2006 November 2006Effect on Market ValueMarket value of 1,000 AOT Shares (Note 1) £1,070.00 £1,075.00Market value of New Oryx Ordinary Shares received £1,051.65 £1,001.63(Note 1)Decrease in market value £18.35 £73.37Representing a decrease in Market Value of 1.7% 6.8% Effect on Net Asset ValueNAV of 1,000 AOT Shares (Notes 2 and 3) £1,110.00NAV of New Oryx Ordinary Shares received (Note 2) £1,087.48Decrease of £22.52Representing a decrease in NAV of 2.0% Notes 1. Market values: the closing middle-market quotation for AOT Shares and Oryx Ordinary Shares as at 29 September 2006 were 107.00 pence and 285.00 pence respectively and as at 30 November 2006 were 107.50 pence and 287.00 pence respectively. The market value of New Oryx Ordinary Shares is based on the above quotations for Oryx Ordinary Shares and the FAV ratio in note 2 below. 2. FAV ratio: the number of New Oryx Ordinary Shares that a AOT Shareholder will receive has been based on the relative unaudited FAVs of AOT and Oryx as at 29 September 2006 and 30 November 2006 as calculated by North Atlantic Value, from which it is assumed that 369 and 349 New Oryx Ordinary Shares respectively are issued for every 1,000 AOT Shares. The FAV of Oryx takes into account only those assets of Oryx attributable to the Oryx Ordinary Shares and does not include any assets acquired as a result of the recent successful offer for Baltimore. The FAVs for AOT and Oryx assume estimated costs (excluding VAT) of the Merger of £350,000 and £125,000 to borne by AOT and Oryx respectively. 3. No account has been taken of any liability for taxation in assessing the financial effects of the Scheme on AOT Shareholders. As AOT has a deficit of £694,000 as at 31 January 2006 in its revenue reserve itis not in a position to pay dividends. Oryx does not expect to realisesignificant dividend income from its investments or to receive material amountsof interest income. As a consequence the Board of Oryx has never declared adividend and does not expect to declare dividends on the Oryx Ordinary Shares inrespect of the period ending on the Effective Date or in the immediate future.However, it is Oryx's policy to distribute substantially all of the net income(if any) available for distribution, once a year by way of dividend. To theextent that any dividends are paid they will be paid in accordance with anyapplicable laws and regulations of the UKLA and the requirements of theCompanies Laws. As neither AOT nor Oryx paid or declared a dividend in the last accountingperiod and none are anticipated, the Scheme will have no effect on the income ofAOT Shareholders. 5. Information on AOT AOT is an investment trust whose objective is to provide shareholders withcapital growth through investment in securities issued principally by NorthAmerican companies. AOT's investment strategy is to invest in a range ofsecurities including stub equities, equities and high yielding debt, issued byNorth American companies or companies whose principal operating business is inAmerica. As at 30 November 2006, the unaudited NAV per AOT share (excluding currentfinancial year revenue items) was 111.0 pence. AOT's shares are quoted on theLondon Stock Exchange main market. For the sixteen months ended 31 January 2006 AOT reported a total return onordinary activities after taxation of £3.0 million (year ended 30 September 2004£1.6 million) and a fully diluted return per ordinary share of 18.3 pence (yearended 30 September 2004 9.6 pence). As at 31 January 2006, AOT had net assets of£20.8 million (as at 30 September 2004 £17.8 million). For the six months ended 31 July 2006 AOT reported a total loss on ordinaryactivities after taxation of £1.3 million (six months ended 31 March 2005(restated) £0.5 million profit). As at 31 July 2006, AOT had unaudited netassets of £19.5 million. Through the Merger AOT will become a wholly owned subsidiary of Oryx andexisting Oryx Ordinary Shareholders and the New Oryx Shareholders will haveindirect interests in both the AOT and Oryx portfolios. Furthermore, it isanticipated that after the Merger has been implemented AOT will commence asolvent liquidation. AOT's management agreement with North Atlantic Value will be terminated on theScheme becoming effective without payment of compensation. 6. Information on Oryx Oryx was established in December 1994 as a closed-ended investment companyincorporated in Guernsey as a company limited by shares. The Existing OryxShares are currently admitted to the Official List and to trading on the mainmarket for listed securities of the London Stock Exchange. The investment objective of Oryx is to seek consistently high absolute returnswhile maintaining a low level of risk, principally through investment in mediumand small sized quoted and unquoted companies in the United Kingdom and UnitedStates. Target companies typically have strong business models but individuallymay have factors constraining their performance, which may be addressed throughOryx taking an activist approach as a shareholder. This activist investment strategy involves close and ongoing contact between theInvestment Manager and the boards of investee companies including regularconsultation in relation to proposed or desired corporate actions. TheInvestment Manager may, in the light of its knowledge of a particular industrysector and companies within it, seek to recommend that investee companymanagement consider certain proposals or advise of the existence of possibleopportunities to enhance shareholder value. While the Investment Manager seekspro-actively to contribute to corporate strategy and to comment actively onboard structure, it is overall a passive investor and does not control or seekto control or to be actively involved in the management of any of itsinvestments. Oryx's strategy towards an investment may evolve to reflect changing share pricedynamics and in light of developments within the particular investee company. Insome cases, the activist strategy would not be fully implemented and Oryx willseek an early exit through an orderly disposal of shares and/or block sales. TheOryx Directors have confirmed that they do not intend to make any change to thisinvestment policy as a result of the Merger. Between its admission to the Official List on 1 March 1995 and 31 October 2006,Oryx has achieved a strong investment performance, having grown its unauditedFully Diluted NAV per Oryx Ordinary Share by 229.2 per cent., which compares toa total return for the FTSE All Share index of 203.4 per cent. over the sameperiod. Oryx has two classes of share in issue, Oryx Ordinary Shares and Oryx C Shares.On 19 December 2006 (the latest practicable date prior to this announcement),10,666,088 Oryx Ordinary Shares and 27,566,821 Oryx C Shares were in issue andon 30 September 2006 the unaudited NAV per Oryx Ordinary Share and Oryx C Sharewere 310 pence and 106 pence respectively. The Oryx C Shares were issued asconsideration for the entire issued share capital of Baltimore under the termsof the Baltimore offer. Shareholders in Baltimore received Oryx C Shares inexchange for their holdings in Baltimore, with the Oryx C Shares beingattributed to the assets and liabilities of Baltimore, which became a subsidiaryof Oryx as a result of the acquisition. The Oryx C Shares will convert into OryxOrdinary Shares when at least 80 per cent. of the attributable portfolio hasbeen realised and invested in assets selected by North Atlantic Value inaccordance with the Oryx investment strategy or, at latest, on 31 December 2007. On conversion the Oryx C Shareholders will receive Oryx Ordinary Shares based onthe ratio of the Net Asset Value per Oryx Ordinary Share to the Net Asset Valueper Oryx C Share as at the conversion date, together with deferred shares (whichcarry no rights but enable the conversion to proceed without a reduction ofcapital that would otherwise require the consent of the Guernsey courts). Based on the unaudited Net Asset Values per Oryx Ordinary Share and Oryx C Shareas at 30 September 2006 and the number of Oryx C Shares and Oryx Ordinary Sharesin issue on 19 December 2006 as set out above, if conversion had taken place onthat date approximately 9.4 million Oryx Ordinary Shares would have been issued,representing an increase of approximately 88 per cent. in the number of OryxOrdinary Shares currently in issue. 7. The New Oryx Ordinary Shares The New Oryx Ordinary Shares issued in connection with the Merger will beordinary shares of 50 pence each in the share capital of Oryx. The New Oryx Ordinary Shares will be issued in registered form and will becapable of being held in both certificated and uncertificated form. The New Oryx Ordinary Shares will, when issued and fully paid, rank pari passuin all respects with the Existing Oryx Shares and will be issued free from allliens, charges, encumbrances and other third party rights and/or interests ofany nature whatsoever. 8. Settlement, Listing and Dealings Application has been made to the UK Listing Authority and will be made to theLondon Stock Exchange for the New Oryx Ordinary Shares to be issued inconnection with the Merger to be admitted to the Official List and to trading onthe London Stock Exchange's main market for listed securities. The New OryxOrdinary Shares are expected to be issued on the first Business Day immediatelyfollowing the Effective Date (which is currently expected to be 26 February2007). It is expected that Admission of the New Oryx Ordinary Shares to theOfficial List and to trading on the London Stock Exchange's main market forlisted securities will become effective, and that dealings for normal settlementin the New Oryx Ordinary Shares will commence, on the first Business Dayimmediately following the Effective Date (which is currently expected to be 26February 2007). The Existing Oryx Shares are already admitted to the Official List, the LondonStock Exchange's main market for listed securities and to CREST. It is expectedthat all the New Oryx Ordinary Shares, when issued and fully paid, will becapable of being held and transferred by means of CREST. 9. Cancellation of listing of the AOT Shares If the Scheme becomes Effective, it will be binding on all AOT Shareholdersirrespective of whether or not they attend or vote in favour of the CourtMeeting or in favour of the special resolution to be proposed at the AOTExtraordinary General Meeting. AOT intends to apply to the UK Listing Authorityfor the listing of AOT Shares to be suspended on the Effective Date and thelisting will be cancelled on the first Business Day immediately following theEffective Date. 10. Directors Christopher Mills, who is a non-executive director of Oryx, as well as adirector of AOT, will remain a director following the Merger. The otherdirectors of AOT will be resigning as soon as the Merger has been implemented. Christopher Mills is also the Chief Investment Officer and a director of NASCIT.He is also a shareholder of Oryx, of AOT and of NASCIT and a member of NorthAtlantic Value the investment manager of each company, with personalresponsibility for management of the portfolio of each company. In light of theconflicts of interest resulting from these positions and holdings, he has takenno part in any votes or decisions of the Boards of Oryx, AOT and NASCIT inconnection with the Merger, and will not vote at the Oryx Extraordinary GeneralMeeting in relation to his beneficial holding of 115,000 Oryx Ordinary Shares. 11. Shareholder meetings The AOT Court Meeting is to be held on 26 January 2007 in order for AOTShareholders to approve the Scheme and the extraordinary general meetings ofOryx and AOT shareholders will also be held on 26 January 2007 in order forshareholders to consider the resolutions to approve the Merger. The Mergerrequires the approval of the shareholders of both companies and the sanction ofthe Court. 12. Related party arrangement for Oryx As at 19 December 2006 NASCIT, a UK investment trust focussing on investment ina portfolio of quoted and unquoted small companies based in countries borderingthe North Atlantic Ocean owned 9,800,000 AOT Shares representing approximately58.3 per cent. of the issued share capital of AOT and 3,114,000 Oryx OrdinaryShares and 2,506,606 Oryx C Shares representing approximately 29.2 per cent. and9.1 per cent. of the current issued Oryx Ordinary Share capital and of theissued Oryx C Share capital respectively. If the Merger had proceeded on thebasis of the illustrative Formula Asset Values as at 30 November 2006 set out inparagraph 3 above, NASCIT would own approximately 39.5 per cent. of the enlargedordinary share capital of Oryx (prior to the conversion of the Oryx C Shares).However, the holders of Oryx C Shares have the right to vote at any generalmeeting of Oryx so that, based on the 27,566,821 Oryx C Shares in issue on 19December 2006, NASCIT would be entitled to cast approximately 20.5 per cent. ofthe votes eligible to be cast at any such meeting (and so, amongst othermatters, Rule 9 of the City Code, which relates to holdings of 30 per cent. ormore of such voting rights does not apply). The holding of NASCIT in Oryx makes NASCIT a "substantial shareholder" andNASCIT's holding in AOT makes AOT an "associate" of NASCIT, in each case for thepurposes of the Listing Rules. Accordingly the Merger is a "related partytransaction" for Oryx and NASCIT has undertaken not to vote on the resolution atthe Oryx Extraordinary General Meeting and to take all reasonable steps toensure that its associates will also not vote. In accordance with the Listing Rules the merger constitutes a "related partytransaction", therefore the Oryx Shareholders are being asked to vote on andapprove the Merger. 13. Disclosure of interests in AOT Shares by Oryx and its Concert Parties North Atlantic Value, the Investment Manager of Oryx, is deemed to be acting inconcert with Oryx in respect of investments managed on a discretionary basis andthe holdings of directors and employees of North Atlantic Value. The holdings ofAOT Shares by such persons amounts to 10,443,500 AOT Shares and comprise aholding of 9,800,000 by NASCIT (the ultimate parent undertaking of AOT) and644,500 AOT Shares held by Christopher Mills, a director of Oryx, and represent58.3 per cent. and 3.8 per cent. of AOT Shares in issue respectively. 14. AOT voting intentions The directors of AOT and NASCIT, who in aggregate hold 63.2 per cent. of the AOTShares in issue, have indicated their intention to vote in favour of theresolutions to be proposed at the Court Meeting and the AOT ExtraordinaryGeneral Meeting. 15. Recommendations The Board of Oryx (excluding Christopher Mills who has not taken part in theBoard's consideration of this matter), which has been so advised by ArbuthnotSecurities, considers that the Merger and the Resolution are in the bestinterests of Existing Oryx Shareholders as a whole, and also that the Merger isfair and reasonable as far as the Existing Oryx Shareholders are concerned. Inproviding advice to the Board of Oryx (excluding Christopher Mills), ArbuthnotSecurities has taken account of the commercial assessments of the Board of Oryx(other than Christopher Mills). The Board of Oryx (excluding Christopher Mills) unanimously recommends thatExisting Oryx Shareholders vote in favour of the resolution to be proposed atthe Oryx Extraordinary General Meeting. Nigel Cayzer intends to vote in favourof the Resolution in respect of his non-beneficial shareholding of 540,000 OryxC Shares representing in aggregate approximately 1.4 per cent. of the totalissued Existing Oryx Shares. The Board of AOT (other than Christopher Mills who has not taken part in theBoard's consideration of this matter), which has been so advised by ZeusCapital, believes that the proposals for the Merger are fair and reasonable andin the best interests of AOT Shareholders as a whole. Accordingly, the Board ofAOT (other than Christopher Mills) unanimously recommends that AOT Shareholdersshould vote in favour of the resolutions to be proposed at the Court Meeting andat the AOT Extraordinary General Meeting, as they intend to do in respect oftheir own beneficial holdings which amount, in aggregate to 193,000 AOT Shares,representing approximately 1.15 per cent. of the total issued AOT Shares. Inproviding its advice to the AOT Directors, Zeus Capital has taken into accountthe commercial assessments of the AOT Directors (other than Christopher Mills). Enquiries: Oryx International Growth Fund Limited 07831 369 859Nigel Cayzer (Chairman) Arbuthnot Securities Limited (Financial advisers to Oryx International) 020 7012 2000Alastair MoretonRichard Tulloch American Opportunity Trust PLC 07831 268 330Alex Hammond-Chambers (Chairman) Zeus Capital Limited (Financial advisers to American Opportunity) 020 7965 0755Glenn Cooper The full text of the conditions of the Scheme and the Merger set out in AppendixI to this announcement form part of, and should be read in conjunction with,this announcement. Certain definitions are used throughout this announcement and your attention isdrawn to Appendix III at the end of this announcement where these definitionsare set out in full. Appendix II to this announcement provides details of additional informationregarding the Merger, including the basis of calculations and sources of certaininformation included in this announcement. The directors of Oryx accept responsibility for the information relating to Oryxand its directors contained in this announcement. To the best of the knowledgeand belief of such directors (who have taken all reasonable care to ensure thatsuch is the case), the information relating to Oryx and its directors containedin this announcement, for which they are solely responsible, is in accordancewith the facts and does not omit anything likely to affect the import of suchinformation. The directors of AOT accept responsibility for the information relating to AOTand its directors contained in this announcement. To the best of the knowledgeand belief of such directors (who have taken all reasonable care to ensure thatsuch is the case), the information relating to AOT and its directors containedin this announcement, for which they are solely responsible, is in accordancewith the facts and does not omit anything likely to affect the import of suchinformation. Arbuthnot Securities, which is authorised and regulated in the United Kingdom bythe Financial Services Authority, is acting exclusively for Oryx and no one elsein connection with the Merger and will not be responsible to any other personfor providing the protections afforded to clients of Arbuthnot Securities or forproviding advice in relation to the Merger or the contents of this announcement.Arbuthnot Securities is not making any representation or warranty, express orimplied, as to the contents of this announcement. Zeus Capital, which is authorised and regulated in the United Kingdom by theFinancial Services Authority, is acting exclusively for AOT and no-one else inconnection with the Merger and will not be responsible to any other person forproviding the protections afforded to clients of Zeus Capital or for providingadvice in relation to the Merger or the contents of this announcement. ZeusCapital is not making any representation or warranty, express or implied, as tothe contents of this announcement. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. This announcement is not intended to and does not constitute, or form any partof, an offer or an invitation to purchase or sell any securities or thesolicitation of any vote or approval in any jurisdiction, nor shall there be anysale, issue or transfer of the securities referred to in this announcement inany jurisdiction in contravention of applicable law. This announcement is not an offer for securities for sale in the US and the NewOryx Ordinary Shares have not been, and will not be, registered under the USSecurities Act 1933 ("the Securities Act") or under the securities laws of anyState, district, or other jurisdiction in the US or any other RestrictedJurisdiction, and no regulatory clearance has been, or will be, applied for inany Restricted Jurisdiction. It is expected that the New Oryx Ordinary Shareswill be issued in reliance upon the exemption from the registration requirementsunder the Securities Act provided by section 3(a)(10) thereof. Under applicableUS securities laws, AOT Shareholders who are or will be deemed to be"affiliates" for the purposes of the US Securities Act should consult there ownlegal advisers prior to any sale of New Oryx Ordinary Shares received pursuantto the Scheme. This announcement contains a number of forward-looking statements relating toOryx and AOT. Oryx and AOT both consider any statements that are not historicalfacts as 'forward-looking statements'. This involves a number of risks anduncertainties that could cause actual results to differ materially from thosesuggested by the forward-looking statements. Important factors that could causeactual results to differ materially from estimates or forecasts contained in theforward-looking statements include, among others, the following possibilities;future revenues are lower than expected; costs or difficulties relating to thecombination of the businesses of Oryx and AOT, or of other future acquisitions,are greater than expected; expected cost savings from the transaction or fromother future acquisitions are not fully realised or not realised within theexpected time frame; competitive pressures in the industry increase; generaleconomic conditions or conditions affecting the relevant industries, whetherinternationally or in the places Oryx and AOT do business are less favourablethan expected and/or conditions in the securities market are less favourablethan expected. Except as required by the Prospectus Rules, the Listing Rules,the Disclosure Rules, the FSA, the London Stock Exchange or applicable law, Oryxand AOT expressly disclaim any obligation or undertaking to release publicly anyupdates or revisions to any forward-looking statements contained in thisannouncement to reflect any change in Oryx or AOT's expectations with regardthereto or any change in events, conditions or circumstances on which anystatement is based. Dealing disclosure requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1 per cent. or more of any class of "relevant securities" of Oryx or of AOT, all"dealings" in any "relevant securities" of that company (including by means ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") must be publicly disclosed by no later than 3.30 pm (London time)on the London business day following the date of the relevant transaction. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Oryx or of AOT, they will bedeemed to be a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Oryx or of AOT by Oryx or by AOT, or by any of their respective"associates", must be disclosed by no later than 12 noon (London time) on theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. APPENDIX I CONDITIONS TO THE SCHEME AND THE MERGER Implementation of the Scheme and the Merger is conditional upon: (i) the approval by a majority in number representing three-fourths in value of the holders of AOT Shares who are on the register of members of AOT at the Voting Record Time and who are entitled to be present and voting either in person or by proxy at the Court Meeting; (ii) the passing at the AOT Extraordinary General Meeting, or at any adjournment thereof, of the special resolution required to implement the Scheme; (iii) the passing at the Oryx Extraordinary General Meeting, or at any adjournment thereof of ordinary resolutions to approve the Merger, to increase the authorised share capital of Oryx and to authorise the allotment of New Oryx Ordinary Shares to AOT Shareholders; (iv) the UK Listing Authority having notified Oryx of its decision to admit the New Oryx Ordinary Shares to the Official List of the London Stock Exchange (subject to allotment) and the London Stock Exchange having agreed to admit the New Oryx Ordinary Shares to trading and such decisions not being changed before the date on which the Court grants the Order sanctioning the Scheme; (v) the following conditions being satisfied on the date immediately preceding the date on which the Court considers sanctioning the Scheme: (a) no notice having been given or action taken by HM Revenue & Customs which indicates that AOT may not remain approved as an investment trust pursuant to section 842 of the Income and Corporation Taxes Act 1988 up to the time when the Scheme becomes effective or that the Merger and/or the transfer of AOT's assets to Oryx might cause AOT to cease to be approved as an investment trust; (b) no governmental authority, regulatory body, court or other person having instituted or threatened any action, proceedings or investigation, or enacted or proposed any statute, regulation or order, which would or might make implementation of the Scheme and the other steps involved in the Merger void or illegal, or restrict or prohibit the implementation of the Merger, or impose material additional conditions in relation to that implementation, or otherwise adversely affect in any material respect the business of Oryx or AOT; (c) there being no material pending or threatened litigation, arbitration proceedings, prosecution or other legal proceedings against AOT or Oryx; (d) AOT not having incurred any liability for or in the nature of borrowings, or any material contingent liability not reflected in its latest annual report and accounts or disclosed to Oryx in writing before the announcement of the Merger; (e) Oryx not having incurred any liability for or in the nature of borrowings, or any material contingent liability not reflected in its latest annual report and accounts or disclosed to AOT in writing before the announcement of the Merger; (f) except as publicly disclosed before the announcement of the Merger or contemplated by the Scheme, AOT not having issued any ordinary shares or securities convertible into, or warrants or options to subscribe for, its ordinary shares, or entered into any commitment to do so, or made any material change in its investment policies other than as agreed between Oryx and AOT, or entered into any material agreement or commitment which is of a long term or unusual (by reference to AOT's prior practice) nature or magnitude, other than agreements the existence of which has been disclosed in writing to Oryx before the announcement of the Merger; and (g) except as publicly disclosed before the announcement of the Merger or contemplated by the Scheme, Oryx not having issued any shares or securities convertible into, or warrants or options to subscribe for, its shares, or entered into any commitment to do so, or made any material change in its investment policies, or entered into any material agreement or commitment which is of a long term or unusual (by reference to Oryx's prior practice) nature or magnitude, other than agreements the existence of which has been disclosed in writing to AOT before the announcement of the Merger; and (vi) sanction by the Court to the Scheme, confirmation by the Court of the Reduction of Capital provided for by the Scheme and registration of the Court Order sanctioning the Scheme and confirming such Reduction of Capital by the Registrar of Companies. Any of the conditions in paragraph (v) above may be waived by Oryx and AOTjointly (or, where appropriate, by the party for whose benefit the relevantcondition exists), in whole or in part, prior to 9.00 a.m. on the date the Courtconsiders sanctioning the Scheme. References to each of AOT and Oryx inparagraph (v) are deemed to refer to such company and any subsidiary of suchcompany in existence at the time of announcement of the Merger or subsequentlyacquired and references to materiality in paragraph (v) mean material in thecontext of AOT or Oryx (as the case may be) and each such subsidiary, taken as awhole. The Scheme will only become effective if all conditions are satisfied (orwaived (as the case may be)). APPENDIX II SOURCES AND BASES OF INFORMATION 1. Information on Oryx's unaudited Fully Diluted Net Asset Value per Oryx Share of 96 pence as at its admission to the Official List in March 1995 is sourced from Oryx's report and accounts for the period ended 31 March 1996. 2. Information on Oryx's unaudited Net Asset Value per Oryx Ordinary Share of 316 pence as at 31 October 2006 is sourced from Oryx's unaudited monthly NAV per Oryx Ordinary Share announcement, announced on 30 November 2006. 3. Information on AOT's unaudited Net Asset Value per AOT Share of 111 pence as at 30 November 2006 is sourced from AOT's unaudited monthly NAV per AOT Share announcement, announced on 20 December 2006. 4. The information relating to the total return of the FTSE All Share Index in this announcement has been sourced from Thomson Financial Datastream. 5. Unless otherwise stated, all prices quoted for Oryx Shares and AOT Shares are closing mid-market prices and sourced from Thomson Financial Datastream. 6. Unless otherwise stated, the financial information for AOT is extracted from AOT's annual report and accounts for the 16 months ended 31 January 2006 and from AOT's unaudited interim results for the six months ended 31 July 2006. 7. References to the valuation and statements relating to or involving the issued share capital of Oryx or AOT are as at 19 December 2006 (the last practicable date prior to this announcement) and are based on: (i) the issued share capital of AOT being 16,821,469 ordinary shares of 12.5 pence each; and (ii) the issued share capital of Oryx being 10,666,088 ordinary shares of 50 pence each and 27,566,821 C shares of 50 pence each. APPENDIX III DEFINITIONS The following definitions apply throughout this announcement, unless the contextrequires otherwise: "Admission" the admission of the New Oryx Ordinary Shares to be issued in connection with the Merger to the Official List in accordance with the Listing Rules and to trading on the London Stock Exchange's market for listed securities becoming effective in accordance with the Admission and Disclosure Standards; "Admission and Disclosure the requirements contained in the publicationStandards" "Admission and Disclosure Standards" containing, amongst other things, admission requirements to be observed by companies seeking admission to trading on the London Stock Exchange's main market for listed securities; "AOT" American Opportunity Trust Plc; "AOT Directors" the directors of AOT; "AOT Extraordinary General the extraordinary general meeting of AOT to be heldMeeting" at 10.45 a.m. on 26 January 2007; "AOT Shareholders" holders of AOT Shares; "AOT Shares" fully paid ordinary shares of 12.5 pence each in AOT; "Arbuthnot Securities" Arbuthnot Securities Limited whose office is at Arbuthnot House, 20 Ropemaker Street, London EC2Y 9AR; "Baltimore" Baltimore Capital plc (formerly called Baltimore plc); "Board" the board of directors of Oryx and/or AOT, as the case may be, or a duly constituted committee thereof; "Business Day" a day on which the London Stock Exchange is open for transaction of business; "certificated" a share or security which is not in uncertificated form (that is, not in CREST); "City Code" or "Code" the City Code on Takeovers and Mergers; "Companies Act" the Companies Act 1985 as amended; "Companies Laws" the Companies (Guernsey) Laws 1994 to 1996, as amended and the Companies (Purchase of own Shares) Ordinance 1998; "Court" the High Court of Justice in England and Wales; "Court Hearing" the hearing by the Court in the petition to sanction the Scheme and to confirm the cancellation and extinguishment of the Scheme Shares provided for under section 137 of the Companies Act; "Court Meeting" the meeting of AOT Shareholders convened by order of the Court pursuant to section 425 of the Companies Act to be held at 10.30 a.m. on 26 January 2007 to consider and, if thought fit, approve the Scheme, including any adjournment thereof; "Court Order" or "Order" the order of the Court sanctioning the Scheme under section 425 of the Companies Act and confirming the Reduction of Capital; "CREST" the relevant system for the paperless settlement of trades and the holding of uncertificated securities operated by CRESTCo Limited in accordance with the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/3755), as amended from time to time; "Effective" the Scheme having become effective pursuant to its terms; "Effective Date" the date on which the Scheme becomes Effective; "Existing Oryx holders of Existing Oryx Shares;Shareholders" "Existing Oryx Shares" Oryx Ordinary Shares and Oryx C Shares in issue as at the date of this announcement; "FAV" or "Formula Asset the formula asset value, attributable to AOT orValue" Oryx, as the context so requires at the close of business on the FAV Reference Date on a fully diluted basis; "FAV Reference Date" the date at the close of business on which the AOT FAV and the Oryx FAV will be calculated, being 31 January 2007; "Fully Diluted NAV per the NAV per Oryx Ordinary Share adjusted (whereOryx Ordinary Share" appropriate) to take account of the dilution (if any), which would have arisen from the exercise of all the Oryx Convertible Loan Stock and Oryx Warrants outstanding at the relevant time but excluding the Management Options; "Investment Manager" North Atlantic Value; "Listing Rules" the rules and regulations made by the Financial Services Authority under Part VI of FSMA; "London Stock Exchange" London Stock Exchange plc; "Merger" the proposed merger of Oryx and AOT to be effected by the Scheme; "NASCIT" North Atlantic Smaller Companies Investment Trust Plc; "NAV" or "Net Asset Value" the aggregate value of the net assets of a company (that is, the value of its assets less the value of its liabilities) calculated in accordance with the company's accounting policies or, where the context requires, the part of that amount attributable to a particular class of shares; "NAV per AOT Share" or the aggregate value of the Net Asset Value of AOT"Net Asset Value per AOT divided by the relevant number of AOT Shares inShare" issue; "NAV per Oryx Ordinary the aggregate value of the Net Asset Value of OryxShare" or "Net Asset Value divided by the relevant number of Oryx Ordinaryper Oryx Ordinary Share" Shares in issue; "New AOT Shares" means the fully-paid new shares in AOT to be issued to Oryx (or such company as Oryx may nominate) pursuant to the Scheme; "New Oryx Ordinary Shares" means the Oryx Ordinary Shares proposed to be issued wholly paid to AOT Shareholders pursuant to the Scheme; "New Oryx Shareholders" holders of New Oryx Ordinary Shares; "North Atlantic Value" North Atlantic Value LLP; "Official List" the list maintained by the UK Listing Authority pursuant to Part VI of FSMA; "Oryx" Oryx International Growth Fund Limited, and, where the context requires, all of its subsidiary undertakings; "Oryx C Shareholders" means a holder of Oryx C Shares; "Oryx C Shares" fully paid C shares of 50 pence each in Oryx; "Oryx Directors" the directors of Oryx at the date of this announcement; "Oryx Extraordinary the extraordinary general meeting of Oryx convenedGeneral Meeting" for 10.00 a.m. on 26 January 2007 (or any adjournment of it) to approve the Resolution; "Oryx Ordinary holders of Oryx Ordinary Shares;Shareholders" "Oryx Ordinary Shares" the ordinary shares of 50 pence each in the capital of Oryx; "Oryx Shareholder the circular to be sent to Existing OryxCircular" Shareholders to approve, among other matters, the Merger and containing a notice convening the Oryx Extraordinary General Meeting; "Oryx Shareholders" means together the Oryx Ordinary Shareholders and the Oryx C Shareholders "Oryx Shares" the Oryx Ordinary Shares and the Oryx C Shares; "Prospectus" the prospectus of Oryx, to be sent to Existing Oryx Shareholders and AOT Shareholders; "Reduction of Capital" the reduction of AOT's share capital involving the cancellation and extinguishing of the Scheme Shares provided for by the Scheme under Section 137 of the Companies Act 1985; "Resolution" the resolution to be proposed at the Oryx Extraordinary General Meeting to approve the Merger; "Restricted Jurisdictions" any jurisdictions where offering to acquire AOT Shares from a AOT Shareholder resident in such jurisdiction and/or allot and issue the New Oryx Ordinary Shares by way of consideration for such acquisition would breach any applicable law; "Scheme" the Scheme of Arrangement of AOT under Section 425 of the Companies Act 1985 and the related Reduction of Capital, with any modification thereof or addition thereto or condition approved or imposed by the Court; "Scheme Document" the document sent to AOT shareholders which contains, among other things details of the Scheme; "Scheme Meeting" the meeting of AOT Shareholders, as convened by order of the Court under section 425 of the Companies Act, to consider and if thought fit, approve the Scheme; "Scheme Shares" (a) the AOT Shares in issue at the date of this document; (b) any AOT Shares issued after the date of this document and before the voting record time; and (c) any AOT Shares issued at or after the voting record time and before 5.00 p.m., on the Business Day prior to the confirmation by the Court of the Reduction of Capital provided for by the Scheme in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, but excluding those shares held by Oryx; "UK Listing Authority" the FSA acting in its capacity as the competent authority for the purpose of Part VI of FSMA; "uncertificated form" recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST; "United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland; "United States" the United States of America, its territories and possessions and any state of the United States of America and the District of Columbia; and "Zeus Capital" Zeus Capital Limited. 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