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18 Mar 2022 12:05
TwentyFour Income Fund - Update on Proposed MergerTwentyFour Income Fund - Update on Proposed Merger
PR Newswire
London, March 18
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
18 March 2022
TWENTYFOUR INCOME FUND LIMITED(a non-cellular company limited by shares incorporated in the Island of Guernsey under the Companies (Guernsey) Law 2008, as amended, with registered number 56128 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission. LEI 549300CCEV00IH2SU369)
UK MORTGAGES LIMITED(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registered number 60440 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission. LEI: 549300388LT7VTHCIT59)
Update on Proposed Merger
Further to the announcement on 8 February 2022 in relation to the proposed merger of TwentyFour Income Fund Limited (“TFIF”) and UK Mortgages Limited (“UKML”), the Board of UKML is pleased to announce that the special resolutions proposed at the Extraordinary General Meeting held earlier today were approved and that Andrea Frances Alice Harris and Benjamin Alexander Rhodes of Grant Thornton Limited, PO Box 313, Lefebvre House, Lefebvre Street, St. Peter Port, Guernsey GY1 3TF have therefore been appointed as the Liquidators.
| Special Resolution | For | Against |
| 1 | 88,305,512 | 10,219 |
| 2 | 88,305,512 | 10,219 |
Following support for the resolutions it is expected that the transaction will complete, with new TFIF Shares being issued in the week commencing 28 March. A further announcement setting out the final Scheme Entitlements is expected on 23 March including the Acquisition Value per UKML Share, the TFIF Issue Price and the number of New TFIF Shares expected to be issued under the Scheme.
The full text of the special resolutions can be found in the notice of the Extraordinary General Meeting contained in UKML’s circular to Shareholders dated 3 March 2022 (the “Circular”).
The Circular is available for viewing on UKML’s website, https://www.twentyfouram.com/view/GG00BXDZMK63/uk-mortgages-limited#documents.
Trading in the UKML Shares was suspended at 7.30 a.m. this morning. UKML, through its advisers, has notified the London Stock Exchange of UKML’s intention to cancel the admission of UKML Shares to trading at 8.00 a.m. on 30 March 2022.
The Scheme remains conditional on (a) Admission of the New TFIF Shares to the premium segment of the Official List of the FCA and to trading on the premium segment of the London Stock Exchange's main market; and (b) a reorganisation of the entity that holds UKML's assets in connection with the Scheme that is expected to complete on 23 March 2022.
Expected timetable
| 2022 | |
| Calculation date | Close of business 18 March |
| Publication of the Acquisition Value per UKML Share and the TFIF Issue Price | 23 March |
| Date of completion of the reorganisation of the entity that holds UKML's assets | 23 March |
| Date of transfer of Rollover Pool to TFIF | 24 March |
| Admission of the New TFIF Shares issued under the Scheme to the Official List and to trading on the London Stock Exchange, and dealings in the New TFIF Shares commence | 8.00 a.m. on 24 March |
| CREST accounts credited with the New TFIF Shares issued under the Scheme | 24 March |
| Share certificates in respect of the New TFIF Shares issued under the Scheme expected to be despatched | Week commencing 28 March |
| UKML shares cancelled from trading on the London Stock Exchange | 8.00 a.m. on 30 March |
Enquiries:
NumisFinancial Adviser and Corporate Broker to TFIFHugh Jonathan / Matt GossTel: 020 7260 1000
NumisFinancial Adviser and Corporate Broker to UKMLNathan Brown / Vicki PaineTel: 020 7260 1000
Grant ThorntonLiquidators of UKMLTom AngusTel: 01534 885748
Northern Trust International Fund Administration Services (Guernsey) LimitedCompany Secretary to both TFIF and UKMLTel: 01481 745001
Notes:
Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the Circular.
Numis Securities Limited (“Numis”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”), is acting for TFIF and UKML and for no one else in connection with the Scheme and will not regard any other person as its client and will not be responsible to anyone other than TFIF or UKML for providing the protections afforded to clients of Numis or for advising any such person in connection with the contents of this announcement or the Scheme.