Publication of Circular and Prospectus

RNS Number : 8573P

City of London Investment Group PLC

12 June 2020

 

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.

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any ordinary shares City of London Investment Group plc in any jurisdiction, including in or into the United States, Australia, Canada, Japan or the Republic of South Africa.

12 June 2020

CITY OF LONDON INVESTMENT GROUP PLC

("CLIG", the "Group" or the "Company")

Publication of Circular and Prospectus and Notice of General Meeting

Further to the announcement by the Company on 9 June 2020 relating to the proposed Merger of CLIG with Karpus Management Inc, the Company announces that the combined prospectus and circular in respect of the Merger (the "Circular") has been approved today by the Financial Conduct Authority.

The Merger is conditional, inter alia, on approval by Shareholders. The Circular contains a notice convening a general meeting of the Company to be held at 77 Gracechurch Street, London EC3V 0AS at 2.00 p.m. on 13 July 2020 and Shareholders will shortly be sent a copy of the Circular together with a Form of Proxy.

The Circular containing full details of the Merger is available on the Company's website ( https://www.citlon.com/ ) at the following link ( https://citlon.com/investor-relations/investor-reports/ProspectusJune2020.pdf ) and will shortly be available for inspection at the registered office of the Company from today's date until Completion. The Circular has been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

The expected time of principal events is as follows:

Latest time and date for receipt of Forms of Proxy  2.00 p.m. on 9 July 2020

General Meeting  2.00 p.m. on 13 July 2020

Expected date of Completion  1 October 2020

The times and dates set out in the expected timetable of principal events above are indicative only and may be adjusted by the Company. Any changes will be notified to Shareholders through an RIS. References to times in this announcement are to London time unless otherwise stated.

All capitalised terms in this announcement but not defined herein have the meaning given to them in the Circular, unless otherwise defined herein.

For further information please contact:

City of London Investment Group PLC Tom Griffith, CEO	(via Zeus)
Zeus Capital Limited (Financial Adviser and Broker)	[phone]
Martin Green, Daniel Harris Beaumont Cornish Limited (Sponsor)	[phone]
Roland Cornish, Michael Cornish

APPENDIX

Dispensation from Rule 9 of the Takeover Code

The Takeover Code applies to the Company and governs, amongst other things, transactions which may result in a change of control of a company to which the Takeover Code applies.

Rule 9 of the Takeover Code

Under Rule 9 of the Takeover Code, any person who acquires, whether by a series of transactions over a period of time or not, an interest in shares which, taken together with shares in which he is already interested, or in which persons acting in concert with him are interested, carry 30 per cent. or more of the voting rights of a company which is subject to the Takeover Code, is normally required to make a general offer to all the remaining shareholders to acquire their shares. Similarly, Rule 9 of the Takeover Code also provides that when any person, together with persons acting in concert with him, is interested in shares which, in aggregate, carry more than 30 per cent. of the voting rights of such company, but does not hold shares carrying 50 per cent. or more of such voting rights, a general offer will normally be required if any further interest in shares is acquired by any such person. An offer under Rule 9 must be in cash and must be at the highest price paid by the person required to make the offer, or any person acting in concert with him, for any interest in shares of the company in question during the 12 months prior to the announcement of the offer.

Concert Party

Persons acting in concert include persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company. The Concert Party consists of George Karpus and 12 of his family members, all of whom are presumed to be acting in concert under the Takeover Code. Full details of, and information on, the members of the Concert Party who are presumed to be acting in concert for the purposes of the Takeover Code and their interests in the Company are set out in paragraph 7 of Part IX ( Additional Information ) of the Circular.

Waiver of Rule 9 of the Takeover Code

The Takeover Panel has agreed, subject to the Whitewash Resolution being passed on a poll of Independent Shareholders, to waive the requirement for the Concert Party to make a general offer to all Shareholders where such an obligation would arise as a result of members of the Concert Party acquiring the New Shares (the " Rule 9 Waiver " ). In the event that the waiver by the Takeover Panel is approved by Independent Shareholders passing the Whitewash Resolution at the General Meeting, on Completion of the Merger, the Concert Party will hold in aggregate, up to 19,145,222 Shares, representing up to approximately 37.8 per cent. of the Enlarged Share Capital. Notwithstanding the Waiver, the individual members of the Concert Party will not be able to increase their percentage shareholding through or between a Rule 9 threshold without the consent of the Takeover Panel. In addition, in the event that the Waiver is approved at the General Meeting, neither the Concert Party nor any other person acting in concert with it will be restricted from making an offer for the Company.

IMPORTANT NOTICE

The Circular has been approved as a "prospectus" by the FCA as the competent authority under Regulation (EU) 2017/1129 (the "Prospectus Regulation").  The FCA only approves the Circular as meeting the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the Company or of the New Shares that are the subject of the Circular. Shareholders are advised to read the Circular in its entirety.

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.

 

END

 

 

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