Secondary Placing
Liontrust Asset Management PLC
12 February 2001
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES OF AMERICA, CANADA, THE REPUBLIC OF IRELAND,
THE REPUBLIC OF SOUTH AFRICA, AUSTRALIA OR JAPAN
Liontrust asset management plc ('liontrust' or 'the company')
secondary placing BY HSBC on behalf of the selling shareholders
Introduction
Pacific Investments PLC ('Pacific') has informed the board of Liontrust that
Pacific's subsidiary, River & Mercantile Investment Management Limited, and
Mark Johnson (a non-executive director of Liontrust and a director of
Pacific), together with persons connected to him and John Beckwith (a director
of Pacific) (together, the 'Selling Shareholders'), who currently own or
control an aggregate of 13,066,545 ordinary shares in Liontrust (representing
approximately 39.7 per cent. of Liontrust), propose to sell some of the
ordinary shares they hold in Liontrust. To that end, the Selling Shareholders
have appointed HSBC as agent on their behalf to place up to 8,127,427 ordinary
shares in Liontrust (the 'Placing Shares') on the basis as set out below, with
the intention of retaining in aggregate at least 4,939,118 ordinary shares in
Liontrust (representing 15.0 per cent of Liontrust's issued share capital).
Marketing and the Placing
Marketing in connection with the proposed sale of the Placing Shares will
commence today and book-building is expected to commence on 27 February 2001.
The Placing Shares will be offered to institutional investors in the United
Kingdom and mainland Europe and to certain other appropriate investors. The
Placing is not open to members of the public.
Subject to the Placing Shares being fully placed and there being sufficient
additional demand, HSBC intends to place as principal for its own account up
to a further 164,637 ordinary shares (the 'Option Shares'), representing
approximately 0.5 per cent. of Liontrust's current issued ordinary share
capital, arising from a partial exercise of the option granted to HSBC at the
time of Liontrust's flotation in July 1999.
The book-building is expected to end on or before 28 February 2001 and the
placing price and the exact number of Placing Shares and Option Shares to be
sold is expected to be announced on 1 March 2001. Settlement for the Placing
Shares and Option Shares sold will be made through CREST on a 'T+5' basis. No
commissions will be paid to placees in respect of any Placing Shares or Option
Shares.
Further information relating to the Placing
It is expected that the Placing Agreement will give HSBC the right to
terminate the Placing in certain specific circumstances and the Selling
Shareholders will have the discretion to sell less than the 8,127,427 Placing
Shares. The Selling Shareholders will be required to undertake not to dispose
of 3,292,746 Liontrust ordinary shares held by them following the Placing
until after the announcement of Liontrust's interim results for the six months
ending 30 September 2001, and not to dispose of any other Liontrust ordinary
shares held by them following the Placing until after the announcement of
Liontrust's results for the year ending 31 March 2002.
Details of the Placing Shares and the Option Shares
The Placing Shares are already listed and trading on the London Stock
Exchange. The Placing Shares are fully paid and rank pari passu in all
respects with the existing issued ordinary shares of 1p each in the capital of
Liontrust.
Application has been made for a blocklisting of 350,000 ordinary shares or
0.01p each to the UK Listing Authority for the admission of any Option Shares
to the Official List and to the London Stock Exchange for admission to
trading. The Option Shares will be fully paid and rank pari passu in all
respects with the existing issued ordinary shares of 1p each in the capital of
Liontrust.
Enquiries:
Liontrust Asset Management PLC
Nigel Legge - Joint Chief Executive Tel: 020 7412 1700
HSBC Investment Bank plc
John Mellett Tel: 020 7336 9000
Tom Durie Tel: 020 7336 9000
General
This announcement, for which the directors of Pacific Investments PLC are
solely responsible, has been approved solely for the purposes of section 57 of
the Financial Services Act 1986 by HSBC Investment Bank plc, which is
regulated in the United Kingdom by The Securities and Futures Authority
Limited. HSBC Investment Bank plc is acting solely as agent for Pacific
Investments PLC and the Selling Shareholders and no-one else in connection
with the Placing and will not be responsible to any other person for providing
the protections afforded to customers of HSBC Investment Bank plc or for
providing advice in relation to the Placing.
This announcement has been prepared solely to provide information about the
Placing and it does not constitute, or form part of, any offer or invitation
to purchase Placing Shares or Option Shares, or the solicitation of any such
offer.
The Placing Shares have not been and will not be registered under the
applicable federal or state securities laws of the US, Canada, Australia,
Japan, or other jurisdiction outside of the United Kingdom. The Placing Shares
may not be offered or sold within the United States, Canada, Australia or
Japan. Neither this announcement nor any copy of it may be given, sent or
taken into the United States of America, Australia, Canada, Japan, The
Republic of Ireland or The Republic of South Africa, nor given or distributed
to any US Person (within the meaning of Regulation S under the US Securities
Act of 1933, as amended).
None of HSBC, Pacific, the Selling Shareholders, the Company, nor any of their
respective affiliates or representatives is making any representation to any
potential investor regarding the legality of an investment in the Placing
Shares or Option Shares by such person under any applicable laws. Each
potential investor should consult with his own advisors as to legal, tax,
business, financial and related aspects of any proposed purchase of Placing
Shares or Option Shares.