Proposed Acquisition of Galleon Securities Ltd
Manchester & London Inv Tst PLC
19 July 2000
MANCHESTER & LONDON INVESTMENT TRUST PLC ('Manchester & London' or the
'Company')
PROPOSED ACQUISITION OF GALLEON SECURITIES LIMITED ('Galleon') (the
'Acquisition')
The Directors are pleased to announce that Manchester & London has entered
into a conditional agreement for the acquisition of the entire issued share
capital of Galleon, a company whose principal activity is investment in listed
and unlisted securities.
The ordinary share capital of Galleon is owned by Manchester & Metropolitan
Investment Limited ('Manchester & Metropolitan'), a company controlled by Mr B
S Sheppard, a director of Manchester & London, and his family. Because of Mr
Sheppard's relationship with Manchester & Metropolitan and because of the
relative size of the Acquisition, the Acquisition will require the approval of
shareholders of Manchester & London in Extraordinary General Meeting which has
been convened for 7th August 2000. Manchester & Metropolitan, which owns some
62 per cent of the issued share capital of Manchester & London, and Mr B S
Sheppard and certain other members of his family have undertaken to abstain
from voting at the Extraordinary General Meeting and to take all reasonable
steps to ensure that any associated interests will also abstain.
Because of the value of Galleon, there is expected on completion of the
Acquisition to be a breach of the requirements of Section 842 of the Income
and Corporation Taxes Act 1988 relating to the relative values of the
Company's investments for investment trust status in the accounting period
commencing on 1st August 2000. The Directors are confident that the Company's
investment trust status will be re-established in the next following
accounting period of the Company.
Information on Galleon
Until 4th March 1999 Galleon was the parent company of Manchester & London.
Its function, until that date, was to act as an investment company and a
holding company for a combination of trading and investment companies
including Galleon Assets Management Limited ('GAM'), the Company's investment
manager. In September 1998 Galleon disposed of its interest in Gall & Eke
Limited, an execution only stockbroking company, to a subsidiary of The
Toronto-Dominion Bank. At the same time, Gall & Eke Limited sold its advisory
stockbroking activity to GAM. On 4th March 1999, in order to facilitate an
intended flotation on the Official List of the London Stock Exchange as an
investment trust, Galleon put into effect a group reorganisation pursuant to
which Manchester & Metropolitan became the parent company of Manchester &
London and GAM was sold by Galleon to Manchester & Metropolitan.
The board of directors of Galleon subsequently decided against seeking
admission of the company's share capital to the Official List and the
principal activity of Galleon is now that of an investment company with
investments in both listed and unlisted securities. As at 30th June 2000,
Galleon's principal investments were as follows:
Market % of
Value Portfolio Sector
UK Listed
BAe Systems plc
Ordinary shares 3,395,185 28.06 Aerospace and defence
BAe Systems plc
Warrants 991,869 8.20 Aerospace and defence
Gieves & Hawkes 281,250 2.32 Retailers, soft goods
Unlisted
Chivers Communication
Ordinary shares 442,500 3.99 Publishing and media
Toronto-Dominion Loan Notes 6,933,483 57.30
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12,044,287 99.54
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For the year ended 31st July 1999, Galleon produced a net loss on continuing
operations of £609,000.
Galleon's investment policy is similar to that of Manchester & London, namely
to achieve capital appreciation, together with a reasonable level of income,
by maintaining a relatively small and focused portfolio and generally
retaining individual equity investments for the long term.
As a result of the Acquisition, the holding of the enlarged group in
securities of BAe Systems plc will represent in excess of 20 per cent of the
gross assets of the enlarged group, in contravention of the UK Listing
Authority's rules regarding investment companies. The Directors have therefore
undertaken to the UK Listing Authority that, prior to 31st December 2000,
sufficient BAe Systems plc securities will be sold in order that the enlarged
group's remaining holding in BAe Systems plc will represent less than 20 per
cent of the enlarged group's gross assets. The Directors will also, in order
to regain investment trust status, need to reduce the enlarged group's holding
of BAe Systems plc securities to below 15 per cent of its gross assets at the
appropriate time.
The Acquisition
Manchester & London has conditionally agreed to acquire the entire issued
share capital of Galleon on the day following the date for which the
Extraordinary General Meeting has been convened, for a consideration
equivalent to 90 per cent of the net asset value of Galleon as at the close of
business on the previous business day. The net asset value of Galleon will be
calculated on behalf of the Company as at that date by Cooper Lancaster
Brewers, the auditors to the Company and will be subject to agreement with
Manchester & Metropolitan. If the net asset value of Galleon had been computed
as at 30th June 2000, it is estimated that the net asset value would have been
£5,904,000 and the purchase consideration would have been £5,314,000.
The consideration for the Acquisition is proposed to be satisfied by the issue
to Manchester & Metropolitan by Manchester & London of a loan note, repayable
on or after the second anniversary of completion subject to Manchester &
Metropolitan giving 30 days notice requesting repayment. The loan note will be
non-interest bearing until the second anniversary of completion.
Reasons for the Acquisition
The Independent Directors of Manchester & London (being all the Directors with
the exception of Mr B S Sheppard and Mr E Bor, a director of GAM), consider
that the Acquisition will be in the best interests of the Company and its
shareholders as:
it will increase the gross value of Manchester & London's investment portfolio
by approximately £5,167,000 (based on the value of the portfolio as at 30th
June 2000, but excluding the Toronto-Dominion Loan Notes), without any
consequent material increase in overheads;
it will increase the net asset value of the Company by an amount equal to 10
per cent of the net asset value of Galleon (less the costs of the Acquisition)
as at the date of completion;
for a period of two years from completion, Manchester & London will have the
benefit of the investment income on the Galleon portfolio without any
associated financing cost.
The Taxation Effects of the Acquisition
The effect of the breach of one of the requirements necessary to achieve
investment trust status under Section 842 of the Income and Corporation Taxes
Act 1988 is that the Company will not be exempt from taxation on gains
realised during the accounting period commencing on 1st August 2000. However,
the Directors consider that any such gains, including gains on disposals of
the Galleon portfolio, should be able to be extinguished by brought forward
tax losses and tax losses that will arise during the financial period
commencing on 1st August 2000. Manchester & Metropolitan are, however,
providing a full indemnity in respect of any actual tax liabilities that may
arise in respect of contingent gains on the Galleon portfolio up to the date
of completion but limited to potential tax on the amount of contingent gains
as at that date.
The Directors intend to re-establish the Company's investment trust status in
the accounting period following the accounting period commencing on 1st August
2000 so that ongoing gains will continue to be exempt. If feasible, the
Company will shorten its accounting period commencing on 1st August 2000 in
order that the investment trust status is re-established as soon as
practicable.
Current Trading and Prospects
On 31st January 2000, the date to which the latest interim report of the Group
was prepared, the unaudited fully diluted net asset value of the Company was
241p per share. The net asset value as at 30th June 2000 was approximately
256p per share. Within the portfolio, however, there have been some
significant changes with a material decline in the value of the holding in
Andrews Sykes plc balanced by an improvement in the valuation of the holding
in BAe Systems plc warrants. Overall, the prospects for the share market
remain uncertain until the outlook for US interest rates becomes clearer.
The Company's liquidity position was recently increased as a result of the
offer for the issued share capital of CNC Properties PLC by Property and
Acquisition Management which became unconditional on 12th June 2000. Whilst
the Directors are currently reviewing several interesting investment
opportunities, they remain cautious about the immediate prospects for the
stock market and may well seek to increase further liquidity within the
portfolio by selected sales. With the acquisition of Galleon, the Directors
are hopeful that the restructuring of the portfolio will, in due course, and
subject to market conditions, result in a resumption of a positive growth
trend in the Company's net asset value per share.
A circular giving further details of the Acquisition and containing a Notice
convening an Extraordinary General Meeting of the Company to approve the
Acquisition, to be held on 7th August 2000, is today being posted to
shareholders.
Enquiries:
Peter Ward English Trust Company Limited 020 7608 0888