Oryx International Growth Fund Ld
23 February 2007
For immediate release 23 February 2007
Oryx International Growth Fund Limited
Not for release, publication or distribution, in whole or in part, in or into
any jurisdiction where to do so would constitute a violation of the relevant
laws of such jurisdiction.
Recommended merger of Oryx International Growth Fund Limited ('Oryx' or the
'Company') with American Opportunity Trust PLC ('AOT') by way of scheme of
arrangement
The Board of Oryx announces that on 22 February 2007 the Court sanctioned the
Scheme for the merger of Oryx and AOT. Dealings in AOT Shares on the London
Stock Exchange have been suspended and the AOT Shares will be delisted on 26
February 2007 and subsequently cancelled.
Under the terms of the Scheme the FAVs per share of Oryx and AOT have been
calculated, as at 31 January 2007, as 326.20 pence and 108.34 pence
respectively. As a result, AOT Shareholders on the register at the close of
business on 22 February 2007 will receive 332 New Oryx Ordinary Shares for every
1,000 AOT Shares and so in proportion for any greater or lesser number of AOT
Shares, save that fractions of New Oryx Ordinary Shares will not be issued to
AOT Shareholders, but will be aggregated and sold in the market for the benefit
of the enlarged Oryx group.
The Merger will result in the issue of 5,586,686 New Oryx Ordinary Shares
representing approximately 34.4 per cent. of the enlarged issued ordinary share
capital of Oryx following the Merger (but prior to the conversion of the Oryx C
Shares). The New Oryx Ordinary Shares will rank pari passu with the existing
Oryx Shares in all respects.
It is expected that dealings in the New Oryx Ordinary Shares to be issued to AOT
Shareholders will commence from 8.00 am on 26 February 2007. Share certificates,
where appropriate, are expected to be posted to shareholders by 5 March 2007.
Following the Merger, there will be 16,252,774 Ordinary Shares of Oryx in issue.
A copy of this announcement, the Oryx Shareholder Circular and the Prospectus
have been submitted to the UK Financial Services Authority for publication
through the document viewing facility which is situated at The Financial
Services Authority, 25 North Colonnade, Canary Wharf, London E14 5HS.
Capitalised terms used in this announcement shall have the same meaning as in
the Prospectus and Scheme Document sent to shareholders and issued by Oryx and
AOT respectively on 21 December 2006.
Enquiries:
Arbuthnot Securities Limited 020 7012 2000
Alastair Moreton
Richard Tulloch
Arbuthnot Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Oryx and
no one else in connection with the Merger and will not be responsible to any
other person for providing the protections afforded to clients of Arbuthnot
Securities Limited or for providing advice in relation to the Merger or the
contents of this announcement. Arbuthnot Securities Limited is not making any
representation or warranty, express or implied, as to the contents of this
announcement.
This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote for approval in any jurisdiction,
nor shall there be any sale, issue or transfer of the securities referred to in
this announcement in any jurisdiction in contravention of applicable law. Any
decision made in relation to the Merger should be made only on the basis of
information contained in or referred to in the Scheme Document and the
Prospectus.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
This announcement and the Merger are not an offer of securities for sale in the
United States or in any jurisdiction in which such an offer is unlawful. The New
Oryx Ordinary Shares have not been, and will not be, registered under the US
Securities Act of 1933 (the 'Securities Act') or under the securities laws of
any state, district or other jurisdiction of the United States. It is expected
that the New Oryx Ordinary Shares will be issued in reliance upon the exemption
from the registration requirements of the Securities Act provided by Section 3
(a) (10) thereof, under applicable US securities laws. In addition, the New Oryx
Ordinary Shares will not be registered under the securities laws of any state of
the United States and will be issued in the United States in reliance on
available exemptions from such state law registration requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
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