Update on Proposed Acquisition of GAM Holding AG

Liontrust Asset Management PLC

24 July 2023

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

LEI: 549300XVXU6S7PLCL855

For immediate release

24 July 2023

Stock Exchange Announcement

LIONTRUST ASSET MANAGEMENT PLC

Update on Proposed Acquisition of GAM Holding AG

Liontrust Asset Management Plc ("Liontrust", or the "Company"), the specialist independent fund management group, today issues an update in relation to its recommended public exchange offer for all publicly held registered shares of GAM Holding AG ("GAM") (the "Proposed Acquisition") which was announced on 4 May 2023.

Liontrust announces that the Board has agreed to waive the FMS Exit condition¹. This follows the announcement by GAM on 29 June 2023 that it had entered into agreements for the sale of its third-party Fund Management Services businesses in Luxembourg and Switzerland to Carne Group ("FMS Sale"), in the light of feedback from GAM shareholders and the fact that the FMS Sale remains on target to complete in the final calendar quarter of 2023.

Liontrust also announces that the Main Offer Period², during which Liontrust's offer for GAM is open for acceptance, has been extended by three days so that it will now end on 28 July 2023 at 16:00 CEST. The purpose of the extension of the Main Offer Period² is to give GAM shareholders further time to consider the waiver of the FMS Exit condition¹, Liontrust's offer and the implications of the pre-announcement of a partial and conditional offer for 17.5% of the issued share capital of GAM by NewGAMe SA, which was published on 18 June 2023.

The start of the Additional Acceptance Period² will therefore also change as a consequence of the extension of the Main Offer Period¹. Should the offer be declared a success, the Additional Acceptance Period² will now commence on 7 August 2023 and end on 18 August 2023 at 16:00 CEST.

The Proposed Acquisition is the best way to ensure a future for GAM and a positive outcome for its shareholders and clients. During the extension to the deadline we are announcing today, GAM shareholders will have time to consider further the Proposed Acquisition and Liontrust's latest announcements. It is in the best interests of GAM shareholders and clients that there is immediate corporate and financial stability, which we believe Liontrust's offer delivers.

Liontrust thanks those GAM shareholders who have already tendered their shares for their support. Liontrust also notes that GAM's senior investment managers have written a second letter to its Board stressing their strong support for the Liontrust offer.

As we announced on 21 July 2023, the Proposed Acquisition is Liontrust's full and final offer. For the avoidance of any doubt, the public exchange offer by Liontrust is the only offer for the entire issued share capital of GAM.

Liontrust has today issued a second update to its Swiss offer prospectus in relation to the Proposed Acquisition formally confirming the matters described above, a copy of which has been published on the website of Liontrust (https://www.liontrust.co.uk/gam-acquisition/documents).

¹ As set out in paragraph 3 of Part 5 of the circular in relation to the proposed acquisition of GAM dated 13 June 2023.

² As set out in the Swiss Offer Prospectus that was published on 13 June 2023.

For further information please contact:

Teneo (Tel: [phone], Email: [e-mail])

Tom Murray

Liontrust Asset Management Plc (Tel: [phone], Website: liontrust.co.uk)

John Ions: Chief Executive

Vinay Abrol: Chief Financial Officer & Chief Operating Officer

Simon Hildrey: Chief Marketing Officer

David Boyle: Head of Corporate Development

Singer Capital Markets (Tel: [phone])

Corporate Broking: Tom Salvesen

Corporate Finance: Justin McKeegan

Panmure Gordon (Tel: [phone])

Corporate Broking: David Watkins

Corporate Advisory: Atholl Tweedie

ENDS

 

END