Announced 05/10/13
F&C Asset Management plc
Buyback
The shareholders of F&C Asset Management plc (LSE:FCAM) authorized a share repurchase program at its Annual General Meeting on May 10, 2013. Under the program, the company will repurchase up to 55,518,079 ordinary shares, representing 10% of its issued ordinary share capital. The minimum price which may be paid for an ordinary share is 0.1 pence (exclusive of expenses) and the maximum price (exclusive of expenses) which may be paid for an ordinary share is an amount ... equal to 105% of the average of the middle market quotations as derived from the Daily Official List of the London Stock Exchange for the ordinary shares for the five business days immediately preceding the date of purchase. The company is hereby generally and unconditionally authorized, pursuant to and in accordance with section 701 of the Act, to make market purchases within the meaning of section 693 of the Act. The program shall expire at the earliest of the conclusion of the next Annual General Meeting in 2014, or after 15 months from this repurchase program. As of March 22, 2013, the company had 555,180,788 ordinary shares in issue.
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FCAFY's price was unchanged after the transaction was announced on 05/10/13.
Announced 03/28/13
83.00M for Continental Farmers Group PLC
Merger/Acquisition
Saudi Agricultural & Livestock Investment Company, Almarai Company (SASE:2280) and Saudi Grains and Fodder Holding LLC (Buyers) made an offer to acquire Continental Farmers Group PLC (AIM:CFGP) for £60.5 million on March 28, 2013. The sellers include Origin International Enterprises BV, Polar Capital European Forager Fund Limited managed by Polar Capital LLP, BlackRock Global Funds - World Agriculture Fund managed by BlackRock (Luxembourg) S.A., Polar Capital LLP, Kleinwort ... Benson Investors Dublin Ltd., Kleinwort Benson Investors International Ltd., Zurich Life Assurance plc, Artemis Fund Managers Limited, Artemis Investment Management Llp, F&C Management Limited, F&C Investment Business Ltd., Rockhopper Investments Ltd., Nicholas Sherren Parker, Julia Caroline Hamilton Parker, James Edward Hamilton Parker, Sarah Mary Hamilton Parker, Lucie Camilla Hamilton Parker, Mark Charles Laird, Sir Malcolm Leslie Rifkind, Peter Eric Priestley, Gerardine O'Connor and Keith Dawson. The transaction will be structured via a scheme of arrangement. As part of consideration, the buyers will pay either £0.36 in cash or £0.35 in cash for each Continental Farmers Group share and up to a further £0.02 in cash for each Continental Farmers Group share by way of deferred consideration which is contingent on the amount of 7,000 hectare of unregistered leasehold land registered on the Ukraine Register during the period commencing on May 1, 2013 and ending on October 31, 2014. The cash consideration payable by buyers will be financed by the existing cash resources.
The buyers and Continental Farmers Group entered into a confidentiality agreement on January 22, 2013 to keep the terms of the offer confidential. The date by which the scheme should become effective is September 30, 2013. As per the terms of the deal, current management team and employees of Continental Farmers Group will be retained.
The buyers have received irrevocable undertakings and a letter of intent to vote in favour of the scheme in relation to, in aggregate, 117.29 million shares, representing approximately 71.7% of the issued share capital of Continental Farmers Group on March 27, 2013. In addition, Continental Farmers Group shareholders who control 68.53 million Continental Farmers shares, representing approximately 41.9% of the issued share capital have irrevocably undertaken to accept the basic offer of £0.35 and deferred consideration of £0.02. The Board of Continental Farmers Group unanimously recommends shareholders to vote in favour of the scheme. Continental Farmers Group shareholders representing 9.8% of the total share capital have irrevocably undertaken to do so. The transaction is subject to approval of Continental Farmers Group shareholders minimum of upto 75% and the sanction of the court. The offer will also be conditional on approval of the antimonopoly committee of Ukraine.
As of April 25, 2013, the court meeting will take place on May 16, 2013 to allow Continental Farmers‘s shareholders to vote on the resolution required to approve and implement the scheme. The cancellation of admission to trading of Continental Farmers‘s shares on AIM and ESM is expected to take place on June 14, 2013.
Neil Bennett and Brian Hudspith of Maitland acted as public relations advisors and Tim Medak and Mark Harrison of Ernst & Young LLP acted as financial advisors to Saudi Agricultural & Livestock Investment Company, Almarai Company and Saudi Grains and Fodder Holding. Douglas Armstrong of Dickson Minto, John Frain and Anthony Farrell of J & E Davy and James Lewis, Gavin Hood and Craig Lukins of Deloitte Corporate Finance LLC acted as financial advisors to Continental Farmers Group. Joe Heron of Murray Consulting acted as public relations advisor to Continental Farmers Group. Richard Hough and Paul McCarthy Jacek Michalski of Allen & Overy acted as legal advisors to Saudi Agricultural & Livestock Investment Company, Almarai Company (SASE:2280) and Saudi Grains and Fodder Holding LLC.
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FCAFY's price was unchanged after the transaction was announced on 03/28/13.
Investor / Buyer
Almarai Company
Saudi Agricultural & Livestock Investment Company
Saudi Grains and Fodder Holding Company LLC
Creditor / Lender
Artemis Fund Managers Limited
Artemis Investment Management Llp
BlackRock (Luxembourg) S.A.
BlackRock Global Funds - World Agriculture Fund
F&C Asset Management plc
F&C Investment Business Ltd.
F&C Management Limited
Kleinwort Benson Investors Dublin Ltd.
Kleinwort Benson Investors International Ltd.
Origin International Enterprises BV
Polar Capital European Forager Fund Limited
Polar Capital LLP
Rockhopper Investments Ltd.
Zurich Life Assurance plc
Financial Advisor
Deloitte Corporate Finance LLC
Dickson Minto W.S., Financial Advisory Arm
J & E Davy