Offer for AMIC

RNS Number : 4713X

Greenwich Loan Income Fund Ltd

07 December 2010

 



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 

6 DECEMBER 2010

RECOMMENDED ACQUISITION OF ASSET MANAGEMENT INVESTMENT COMPANY PLC ("AMIC") BY

GREENWICH LOAN INCOME FUND LIMITED ("GLIF")

On 26 October 2010, the boards of GLIF and AMIC announced that they were in discussions with a view to GLIF acquiring the entire issued share capital of AMIC on a recommended basis by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Under the Scheme, GLIF would be the ongoing company and AMIC would become a wholly-owned subsidiary of GLIF.  It is also the intention of the GLIF Board to seek admission of the Enlarged Group to the Official List of the Channel Islands Stock Exchange, LBG ("CISX") (the "Proposed Listing") alongside its existing AIM quote, upon completion of the Scheme (together the "Proposals").

The boards of GLIF and AMIC today announce that they have agreed the terms of a cash offer (the "Cash Offer") with a share alternative (the "Share Alternative") under which GLIF will acquire the entire issued and to be issued ordinary share capital of AMIC at a price which represents an 8 per cent. discount to AMIC's formula asset value to be calculated on the Calculation Date, further details of which are set out below (the "Acquisition"). The Acquisition is subject, amongst other things, to the approval of both companies' shareholders and to Court approval.

A document equivalent to a prospectus for the purposes of the Prospectus Rules relating to the issue of New GLIF Shares and a circular in relation to the GLIF Extraordinary General Meeting required to approve, amongst other things, the Acquisition, are expected to be posted to GLIF Shareholders on or around 16 December 2010.  A circular in relation to the Court Meeting and the AMIC General Meeting required to be held in order to implement the Acquisition, together with the prospectus equivalent document described above, are also expected to be posted to AMIC Shareholders on or around the 16 December 2010.

The AMIC Directors intend unanimously to recommend that AMIC Shareholders vote in favour of the resolutions to be proposed at the Court Meeting and the AMIC General Meeting, as they intend to do so in respect of their own beneficial holdings totalling approximately 9.9 per cent. of AMIC's issued share capital.  

An AMIC Shareholder and certain AMIC Directors representing, in aggregate, approximately 28.8 per cent. of AMIC's issued share capital have given irrevocable undertakings to vote in favour of the Proposals. Further details of the irrevocable undertakings to vote in favour of the Proposals are set out below.

Terms used in this announcement shall have the same meaning as set out in Appendix III of this announcement.

Background to and benefits of the Acquisition

The GLIF Board approached the AMIC Board in June of this year indicating that it would like to combine the businesses of GLIF and AMIC and since then the two boards have been engaged in constructive discussions with one another. At the same time, the GLIF Board has approached certain AMIC Shareholders to explain the rationale and benefits of a combination of the two companies and to seek their support for the Acquisition.

The GLIF Board believes that the Acquisition should provide the following benefits:

·      the merging of the two share registers should give greater strength and depth to the ownership of GLIF and a larger net asset base for the Enlarged Group which may provide more liquidity in GLIF Shares under normal market circumstances;

·      the Acquisition should result in an enhancement in the Net Asset Value per GLIF Share and should be accretive to both capital and income for GLIF;

·      although the Acquisition would result in the gross assets of the Enlarged Group being less than 10 per cent. greater than the current gross assets of GLIF, the Acquisition would diversify the sources of both capital and income for the Enlarged Group;

·      a tax and cost efficient rollover for continuing AMIC Shareholders to retain an investment in a vehicle with an objective of producing stable and predictable dividend payments with a longer term investment horizon than AMIC; and

·      cost reductions across the Enlarged Group through economies of scale and having one quoted holding company rather than two.

Background to and reasons for the recommendation

In October 2006, AMIC's investment policy was, with shareholder approval, amended to enable an orderly realisation of the portfolio. The AMIC Board also committed at that time, subject to all legal and regulatory requirements, to return cash to shareholders as and when surplus cash becomes available.

On 19 April 2010 the AMIC Board announced that it had sold its entire holding of ordinary shares in City of London Investment Group PLC realising approximately £3.6 million. Following this sale AMIC's portfolio consisted of three main assets and cash which together represented over 95 per cent. of AMIC's net assets.

Of these three assets, the $5 million investment in the 10% International Foreign Exchange Concepts (Holdings) Inc. ("FX Concepts") Note will mature on 31 May 2011 at which point the portfolio would, other than cash, hold only two unlisted investments of any significant value, namely IFDC S.A. Group and Lombardia Capital Partners. It is the AMIC Board's opinion that it is unlikely that full value could be realised from either of these investments in the short term.

Accordingly the AMIC Board commenced a review of strategy to address the need to return capital while ensuring that full value could be extracted from the remaining investments and which also protected shareholders who hold shares through PEPs and ISAs. It was during this review that GLIF made its initial approach to AMIC and, following a period of negotiation, the boards reached agreement on the terms of a cash offer with a share alternative under which GLIF will acquire the entire issued and to be issued share capital of AMIC under a scheme of arrangement.

In concluding that the Scheme should be recommended to the AMIC Shareholders, the AMIC Board has taken into consideration various factors including, but not limited to, the following:

·      the level of the Cash Consideration, at an 8 per cent. discount to AMIC's Formula Asset Value compared to the average discount to Net Asset Value at which the AMIC Shares have traded being 14.5 per cent. over the 12 months prior to the announcement of the intention to make an offer on 26 October 2010;

·      the certainty of value relative to Net Asset Value that the Cash Consideration would provide for AMIC Shareholders in the current economic climate, notwithstanding the fact that it may not match the AMIC Board's assessment of the underlying asset value that could potentially be realised over a longer time period;

·      the option to take the Cash Consideration for AMIC Shareholders to exit in full rather than participate in the ongoing strategy of the Enlarged Group;

·      the option to elect for the Share Alternative for AMIC Shareholders who hold their AMIC Shares in PEP and ISA accounts and who wish to participate in the ongoing strategy of the Enlarged Group to do so while retaining their investment in their tax efficient wrapper;

·      the significant number, by shareholding, of AMIC Shareholders who have indicated, through the signing of irrevocable commitments and letters of intent, their support for the Scheme; and

·      the implications for AMIC of the scheduled repayment of the FX Concepts loan note investment due in May 2011 which represents approximately 27 per cent. of AMIC's current net assets.

Full details of the Acquisition will be set out in the Scheme Circular, further details of which are set out below under "Documentation for Shareholders". The AMIC Directors do not intend to elect for the Share Alternative in respect of their own holdings of AMIC Shares and will therefore receive the Cash Consideration upon the Scheme becoming effective.

The AMIC Directors cannot, and do not, offer any advice or recommendation to AMIC Shareholders as to whether to elect for the Share Alternative.  The choice between options for AMIC Shareholders is a matter for each AMIC Shareholder to decide and will be influenced by their individual financial and tax circumstances and their investment objectives.  Any decision to elect for New GLIF Shares under the Share Alternative should be made on the basis of information set out in the Scheme Circular and in the Prospectus Equivalent Document.  AMIC Shareholders who are in any doubt about the action they should take should consult their stockbroker, bank manager, solicitor, accountant or other independent professional adviser duly authorised under the Financial Services and Markets Act 2000 without delay.

Summary of the terms of the Acquisition

Under the terms of the Acquisition, conditional upon the Scheme becoming effective, AMIC Shareholders will receive cash as consideration for their AMIC Shares under the Cash Offer or (other than Overseas Shareholders) New GLIF Shares where they have elected for the Share Alternative.

Under the Cash Offer, cash will be paid in exchange for AMIC Shares valued at 92 per cent. of the "AMIC FAV". In essence, the AMIC FAV is calculated by reference to the value of the assets of AMIC and the liabilities attributed to it in terms of a formula. The calculation will be undertaken as at the Calculation Date. The use of formulae to calculate the consideration payable in relation to an offer for an investment trust's shares is common practice.  Further details of the FAV are set out in Appendix II to this announcement.

Under the Share Alternative, which is offered as an alternative to the Cash Offer, New GLIF Shares will be issued in exchange for AMIC Shares valued at 92 per cent. of the AMIC FAV. The value of a New GLIF Share will be 28.25p being the mid-market closing share price of a GLIF Share on 25 October 2010, the business day prior to the Indicative Offer Announcement.

AMIC Shareholders will also be entitled to elect to receive a combination of cash under the Cash Offer and New GLIF Shares under the Share Alternative in respect of their holdings of AMIC Shares in such proportions as they wish.

The number of New GLIF Shares to be issued to AMIC Shareholders will be based on the AMIC FAV at the Calculation Date. The New GLIF Shares will, when issued and fully paid, rank pari passu in all respects with the Existing GLIF Shares including for dividends declared after the Effective Date.

AMIC Shareholders who wish to receive cash in respect of their entire holding of AMIC Shares need not make an election under the Scheme.

It is not anticipated that any dividends will be paid by AMIC between the date of the Announcement and the Effective Date. Any AMIC final dividend for the year ended 30 September 2010 which is declared for the purpose of retaining investment trust status prior to the Effective Date will have a record date falling after the Effective Date and will, under the terms of the Scheme, be payable to GLIF.  Therefore, existing AMIC Shareholders should not expect to receive any further dividends in respect of their AMIC shareholding.  The value of such dividends with a record date falling after the Effective Date will not be deducted from, and will be included in, the AMIC FAV.

AMIC Delisting, Cancellation of Trading and Re-registration

It is intended that the London Stock Exchange will be requested to cancel trading in AMIC Shares on the Main Market and the UK Listing Authority will be requested to cancel the listing of the AMIC Shares from the premium segment of the UKLA's Official List on the Business Day following the Effective Date. Further, it is intended that AMIC will be re-registered as a private limited company immediately upon or shortly after the Scheme becoming effective.

Listing on CISX

Following the Acquisition, the GLIF Board proposes that the Existing GLIF Shares will continue to be traded on AIM and application has been made for the New GLIF Shares to be admitted to trading on AIM. It is expected that Admission will become effective and dealings commence on the Effective Date, which is expected to be 31 January 2011.

In addition, an application will be made for all GLIF Shares (including the New GLIF Shares) to be admitted to the Official List of the CISX. It is expected that Admission will become effective and dealings commence on the Effective Date, which is expected to be 31 January 2011.

Shareholder approval will be sought at the GLIF Extraordinary General Meeting to approve the admission of the Existing GLIF Shares and the New GLIF Shares to the Official List of the CISX.

Information on GLIF

GLIF is a Guernsey-domiciled authorised closed-ended investment company. GLIF's objective is to produce a stable and predictable dividend yield, with long term preservation of Net Asset Value.  GLIF aims to achieve this through investment in secured loans, primarily to "middle market" US companies.

GLIF was admitted to trading on the AIM market of the London Stock Exchange plc in August 2005 as "T2 Income Fund Limited" with an institutional offering of 38,000,000 shares at 100p. There were subsequent offerings of 5,000,000 shares in June 2007 and 44,000,000 shares in October 2009 (at which time GLIF also changed its name from "T2 Income Fund Limited" to "Greenwich Loan Income Fund Limited").

GLIF has only one class of share in issue, being GLIF Shares.  As announced on 3 December 2010, at 30 September 2010 the preliminary unaudited Net Asset Value per GLIF Share was 77.6p and the Net Asset Value of GLIF was approximately £67.7 million. As at the close of business on 3 December 2010, 87,300,000 GLIF Shares were in issue and no shares were held in treasury.

Information on AMIC

AMIC was incorporated in England and Wales on 13 April 1994, and was listed on the London Stock Exchange on 1 December 1994. AMIC is a closed-ended self-managed investment trust company. Prior to October 2006, AMIC's objective was to provide shareholders with long term growth of capital and revenue through investment in the asset management industry. On 20 October 2006, AMIC Shareholders approved a change in investment objective in order to enable the orderly realisation of the portfolio.

AMIC has only one class of share in issue, being AMIC Shares. As at the close of business on 3 December 2010, 17,314,411 AMIC Shares were in issue and the unaudited Net Asset Value per AMIC Share was 80.4.p (cum-income).  AMIC holds no shares in treasury.

Board of Directors

It is anticipated that the GLIF Directors will remain as directors of GLIF and, accordingly, will be the directors of the Enlarged Group. The AMIC Directors will resign on the Effective Date.

Information on financing the Scheme

The aggregate Cash Consideration for the Acquisition, based on an AMIC Formula Asset Value of 76.4p per AMIC Share as at 3 December 2010 (being the latest practicable date prior to the publication of this announcement) would be approximately £12.1 million (assuming that no AMIC Shareholders elect for the Share Alternative). GLIF has secured committed financing arrangements with Investec Bank plc for the provision to GLIF of the necessary funding to fund the Cash Consideration payable by GLIF to AMIC Shareholders under the Scheme.

Cash confirmation

Singer Capital Markets, financial adviser to GLIF, are satisfied that sufficient financial resources are available to GLIF to enable it to satisfy in full the Cash Consideration of approximately £12.1 million being payable to AMIC Shareholders (assuming no AMIC Shareholders elect for the Share Alternative).

Conditions and approvals

The Acquisition is conditional, among other things, upon:

(a)        the Scheme becoming unconditional and effective by the Long Stop Date;

(b)        approval of the Scheme by a majority in number of AMIC Shareholders who are present and vote, either in person or by proxy, at the Court Meeting (or any adjournment thereof) and who represent 75 per cent. or more in value of the AMIC Shares voted by such AMIC Shareholders;

(c)        all resolutions to approve matters to give effect to the Scheme being passed by the requisite majority of AMIC Shareholders at the AMIC General Meeting or any adjournment thereof;

(d)        the sanction of the Scheme and the confirmation of the Reduction of Capital by the Court (in either case, with or without modification, on terms acceptable to GLIF and AMIC), and the delivery of a copy of the Court Order and of a statement of capital to the Registrar of Companies and, if so ordered by the Court, the registration of the Court Order and the statement of capital by the Court;

(e)        the approval of the Acquisition, the change in investment policy and the application for admission to the CISX by GLIF Shareholders at the GLIF Extraordinary General Meeting; and

(f)         the Admission of the New GLIF Shares to trading on AIM and of the New GLIF Shares and the Existing GLIF Shares to the Official List of the CISX.

Risk Factors

An investment in GLIF Shares is subject to a number of risks that could materially and adversely affect GLIF's business, financial condition or results of operations. All known material risks are highlighted below:

·      Past performance should not be taken to be a guide to the future performance of GLIF. Prospective investors should be aware that the market value of GLIF Shares (including any New GLIF Shares issued pursuant to the Acquisition) and the income derived from them may go down as well as up.

·      There can be no guarantee that GLIF's investment objective will be achieved.

·      As substantially all of the assets of GLIF continue to be invested directly in T2 CLO, GLIF is exposed to the performance of T2 CLO to a significant degree.

·      The Enlarged Group's investments will not generally be in publicly traded securities. Substantially all of the securities in which the Enlarged Group invests will be subject to legal and other restrictions on resale or will otherwise be less liquid than publicly traded securities.

·      The GLIF Shares may trade at a discount to Net Asset Value and GLIF Shareholders may be unable to realise their investments on the market at Net Asset Value.

·      Any change in GLIF's tax status or in taxation legislation could affect the value of the investments held by GLIF, affect GLIF's ability to provide returns to shareholders, or alter the post-tax returns to GLIF Shareholders.

·      The Acquisition is conditional on the satisfaction of certain conditions, including the passing of the requisite resolutions by both GLIF Shareholders and AMIC Shareholders and the sanction of the Court. If these conditions or any of the other conditions to the Acquisition are not satisfied or waived, the Acquisition will not proceed and GLIF will have an obligation to meet the costs in relation to the Proposals.

Irrevocable commitments

GLIF has received irrevocable undertakings from Philip J Milton & Company Plc and certain AMIC Directors to vote in favour of the resolutions to be proposed at the Court Meeting and the AMIC General Meeting necessary to approve the Scheme (or, as the case may be, to accept the Offer) in respect of 4,990,888 AMIC Shares (and any further AMIC Shares acquired by them which are attributable to or derived from such shares) representing approximately 28.8 per cent. of AMIC's current issued share capital. This undertaking shall terminate and be of no further force and effect if:

(i)         the Scheme Document is not posted within 28 days (or such longer period as may be agreed between GLIF and the Panel) of the date of this announcement;

(ii)         the Scheme lapses or is withdrawn without having become effective (except where GLIF exercises its discretion to proceed with the Offer otherwise than by way of the Scheme); or

(iii)        a person other than GLIF or any person acting in concert with GLIF announces prior to the date of the Court Meeting a firm intention (in accordance with Rule 2.5 of the City Code) to make an offer (within the meaning of the City Code), which is not the subject of pre-conditions, to acquire all of the equity share capital of AMIC, other than that already owned by the person making such offer, on terms which represent (in the reasonable opinion of Singer Capital Markets Limited) an improvement of 10 per cent. or more on the value of the consideration offered under the Scheme.

It was announced on 26 October 2010 that GLIF had received letters of intent from Advance UK Trust PLC (in liquidation) ("Advance UK") and Carrousel Capital Ltd ("Carrousel") to vote in favour of the Scheme, representing 13.3 per cent. and 10.3 per cent. of AMIC's issued share capital.  Since this announcement was made, both Advance UK and Carrousel have sold their entire holdings in AMIC.  QVT Financial LP acquired interests over a significant majority of the AMIC Shares sold by Advance UK and all of the AMIC Shares sold by Carrousel in each case through contracts for difference.  QVT Financial LP's resultant interests in AMIC Shares following the acquisition of these interests over AMIC Shares through contracts for difference, when combined with QVT's existing interests over AMIC Shares held through contracts for difference, represent 28.7 per cent. of AMIC's issued share capital (as disclosed on 3 November 2010).

For the purposes of Note 15 to Rule 8 as it refers to Note 3(d) to Rule 2.11 of the City Code, the value (and other material terms) of the Acquisition in respect of which the above irrevocable commitments have been procured are those of the Acquisition.

Opening Position Disclosures and Interests

GLIF confirms that on 8 November 2010 and 10 November 2010, Opening Position Disclosures were made setting out the details required to be disclosed by it under Rule 8.1(a) of the City Code.

Documentation for Shareholders

The formal documentation setting out the details of the Acquisition, including the Scheme Circular setting out the procedures to be followed to approve the Scheme and the Prospectus Equivalent Document in relation to the New GLIF Shares, will be posted to AMIC Shareholders as soon as is reasonably practicable, and in any event within 28 days of the date of this announcement (or such later date as GLIF and AMIC may, with the consent of the Panel, agree).

The formal documentation setting out the details of the Acquisition, including the Prospectus Equivalent Document in relation to the New GLIF Shares and a circular in relation to the GLIF Extraordinary General Meeting required to approve, amongst other things, the Acquisition, will be posted to GLIF Shareholders at the same time as the relevant formal documentation is posted to AMIC Shareholders.  

Enquiries

Geoffrey Miller Patrick Conroy Greenwich Loan Income Fund Limited	[phone] [phone]
James Maxwell / Nick Donovan Singer Capital Markets Limited (Financial Adviser & Broker to GLIF)	[phone]
Philip Secrett Grant Thornton Corporate Finance (Nominated Adviser to GLIF)	[phone]
Edward Gascoigne Pees/Edward Berry Financial Dynamics (PR firm to GLIF)	[phone]
George Robb / Bharat Bhagani Asset Management Investment Company PLC	[phone]
David Benda/Hugh Jonathan Numis Securities Limited (Rule 3 adviser to AMIC)	[phone]

A copy of this announcement will shortly be available on GLIF's website: http://www.glifund.com and on AMIC's website: http://www.amicplc.com.

General

Singer Capital Markets Limited, which is regulated by the Financial Services Authority, is acting exclusively for GLIF in connection with the Acquisition and no-one else and will not be responsible to anyone other than GLIF for providing the protections afforded to customers of Singer Capital Markets Limited or for providing advice in relation to the Acquisition.

Numis Securities Limited, which is regulated by the Financial Services Authority, is acting exclusively for AMIC in connection with the Acquisition and no-one else and will not be responsible to anyone other than AMIC for providing the protections afforded to customers of Numis Securities Limited or for providing advice in relation to the Acquisition.

Save where the context otherwise requires, the definitions or expressions used in this announcement are contained in Appendix III.

The directors of GLIF accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the directors of GLIF (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the impact of such information.

The AMIC Directors accept responsibility for the information contained in this announcement relating to AMIC and the AMIC Directors.  To the best of the knowledge and belief of the AMIC Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they are responsible is in accordance with the facts and does not omit anything likely to affect the import of such information.

Further Information

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.  This announcement does not constitute a prospectus or a prospectus equivalent document.  AMIC Shareholders and GLIF Shareholders are advised to read carefully the formal documentation in relation to the Acquisition once it has been despatched. The Acquisition will be made solely through the Scheme Circular, which will contain the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme.  Please read carefully the Scheme Circular in its entirety before making a decision with respect to the Acquisition.  Any election or other response to the proposals should be made on the basis of the information in the Scheme Circular.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10^th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on [phone]."

Overseas territories

The distribution of this announcement in jurisdictions other than England and Wales may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than England and Wales should inform themselves about, and observe, any applicable requirements. In particular, no offer will be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, internet, email, telex or telephone) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction and subject to certain exceptions no offer will be capable of acceptance by any such use, means instrumentality or facility or from within those territories. Copies of this announcement and any related offer documentation are not being, will not be, and must not be, mailed or otherwise distributed or sent in or into the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction.

This announcement is not intended to, and does not, constitute or form any part of an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of an offer to buy or subscribe for any securities nor shall there be any sale, issuance or transfer of the securities referred to in the announcement in the United States or any jurisdiction in contravention of applicable law.

The New GLIF Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state, district, province or other jurisdiction of the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction. No regulatory clearances in respect of the New GLIF Shares have been, or will be, applied for in any state, province, territory or jurisdiction other than the United Kingdom. Accordingly, unless an exemption under relevant securities laws is applicable, the New GLIF Shares are not being, and may not be, offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdiction or to or for the account or benefit of any resident of the United States, Canada, Australia, the Republic of South Africa or Japan or any other Restricted Jurisdictions. 

The availability of the offer to AMIC Shareholders who are not resident in, and citizens of, the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be made available in due course as appropriate.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wales.

Forward-looking statements

This document may contain "forward-looking statements" concerning GLIF and AMIC. Generally, the words "anticipate", "believe", "estimate", "expect", "forecast", "intend", "may", "plan", "project", "should" and similar expressions identify forward-looking statements. Such statements reflect the relevant company's current views with respect to future events and are subject to risks and uncertainties that could cause the actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as changes in general economic and business conditions, changes in currency exchange rates and interest rates, lack of acceptance of new exchange rates and interest rates, introduction of competing products or services, lack of acceptance of new products or services, changes in business strategy and the behaviour of other market participants and therefore undue reliance should not be placed on such statements.  GLIF does not intend or assume any obligation to update these forward-looking statements other than as required by law.

APPENDIX I

CONDITIONS TO AND IMPLEMENTATION OF THE SCHEME

Part A: Conditions to the Acquisition

1.            The Acquisition is conditional upon the Scheme becoming unconditional and being implemented, subject to the Code, by not later than 31 March 2011 or such later date (if any) as AMIC and GLIF may, with the consent of the Panel, agree and (if required) the Court may allow.

2.            The Scheme is conditional upon:

(a)         approval of the Scheme by a majority in number of the AMIC Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting or any adjournment of that meeting representing 75 per cent. or more in value of the total AMIC Shares voted at such meeting;

(b)         all resolutions in connection with, or necessary to approve and implement the Scheme as set out in the notice of AMIC General Meeting being duly passed by the requisite majority at the AMIC General Meeting or any adjournment of that meeting; and

(c)         the sanction of the Scheme and the confirmation of the Reduction of Capital by the Court (in each case, without modification or with modification as agreed by AMIC and GLIF) and the delivery of a copy of the Court Order and of a statement of capital to the Registrar of Companies and (if the Court so orders) the registration of the Court Order and of a statement of capital by the Registrar of Companies.

3.            The Acquisition is conditional upon the passing at the GLIF Extraordinary General Meeting of the resolutions set out in the notice of the GLIF Extraordinary General Meeting.

4.            The Acquisition is also conditional upon the admission of the New GLIF Shares to be issued in connection with the Acquisition to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules and the admission of such New GLIF Shares and the Existing GLIF Shares to the Official List of the CISX becoming effective in accordance with the listing rules of the CISX.

5.            The Acquisition is also conditional upon the following matters and, accordingly, the necessary actions to implement the Scheme will not be taken unless such conditions have been satisfied or, where permitted, waived by GLIF prior to the Scheme being sanctioned by the Court in accordance with paragraph 2 above:

(a)         no government or governmental, quasi-governmental, supranational, statutory or regulatory body or association, institution, agency (including any trade agency), court or any other body (including any professional or environmental body) or other person in any jurisdiction (each a "Relevant Authority") having decided to take, instituted or threatened any action, proceeding, suit, investigation, enquiry or reference or enacted, made or proposed any statute, regulation, order or decision that would or might reasonably be expected to:

(i)        make the Scheme or its implementation or the Acquisition or the proposed acquisition of any shares in, or control of, AMIC by GLIF or any member of the Group void, unenforceable or illegal or directly or indirectly prohibit or, in any material respect, otherwise restrict, delay or interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise challenge, the Scheme or the acquisition of any shares in, or control of, AMIC by GLIF or any member of the Group;

(ii)        require, prevent or materially delay the divestiture (or alter the terms of any proposed divestiture) by the Group or AMIC of all or any part of their respective businesses, assets or properties or impose any limitation on their ability to conduct all or any part of their respective businesses and to own any of their respective assets or properties in each case to an extent which is material to in the context of AMIC or the Group taken as a whole (as the case may be);

(iii)       require, prevent or materially delay a disposal or alter the terms envisaged for any proposed disposal by any member of the Group of any of the shares or other securities in AMIC which is material in the context of AMIC or the Group taken as a whole;

(iv)       impose any material limitation on, or result in any material delay in, the ability of any member of the Group to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, AMIC to an extent which is material in the context of the Group taken as a whole;

(v)        result in AMIC or the Group ceasing to be able to carry on business under any name under which it presently does so in each case to an extent which is material in the context of AMIC or the Group taken as a whole;

(vi)       except pursuant to the Scheme, require any member of the Group or AMIC to acquire or offer to acquire any shares or other securities (or the equivalent) in AMIC or any member of the Group which are owned by a third party;

(vii)      impose any material limitation on the ability of any member of the Group or AMIC to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Group in a manner which would be material in the context of AMIC or the Group taken as a whole; or

(viii)      otherwise affect the business, assets, financial or trading position or profits or prospects of any member of the Group or AMIC to an extent which is adverse to and material in the context of AMIC or, the Group taken as a whole,

and all applicable waiting and other time periods during which any such Relevant Authority could decide to take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

(b)         all notifications, filings and applications which are necessary or reasonably considered appropriate including such notifications, filings and applications as may be required to be submitted to any Relevant Authorities, having been submitted (with the full co-operation of AMIC) and all applicable waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any jurisdiction having been complied with in each case in connection with the Scheme or its implementation or the Acquisition or the proposed acquisition by any member of the Group of any shares or other securities (or the equivalent) in, or control of, AMIC;

Full co-operation of AMIC for the purpose of this section 5(b) shall include, but is not limited to, providing GLIF with all necessary information and documentation in a timely manner to allow GLIF to make any necessary notifications, filings and applications; promptly notifying GLIF of any requests for information made to it by any relevant authority in connection with the transaction and respond to such request in a timely manner, and where practicable, only after consultation with GLIF and its advisers; and attending, at GLIF's request, meetings or hearings with any relevant authority, without prejudice to the confidential treatment of business secrets and other confidential information.

(c)         all authorisations and determinations which are necessary or reasonably considered appropriate in any jurisdiction for or in respect of the Scheme or its implementation or the Acquisition or the proposed acquisition of any shares or other securities (or the equivalent) in, or control of, AMIC by any member of the Group of its business having been obtained on terms and in a form reasonably satisfactory to GLIF from all relevant authorities or from any persons or bodies with whom AMIC has entered into contractual arrangements and all such authorisations and determinations remaining in full force and effect and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such authorisations and determinations provided that such authorisations and determinations shall not impose any conditions or require the taking or refraining from taking of any action by AMIC or any member of the Group.

(d)         save as Disclosed, there being no provision of any agreement, arrangement, licence or other instrument to which AMIC is a party or any of its assets is or may be bound, entitled or subject which, as a result of the making or implementation of the Scheme or the Acquisition or proposed acquisition by GLIF of any shares in, or change in the control or management of, AMIC or otherwise, would or might reasonably be expected to result in (to the extent which is or would be material in the context of AMIC):

(i)        any monies borrowed by or any other indebtedness (actual or contingent) of AMIC becoming repayable or capable of being declared repayable immediately or earlier than the stated repayment date or the ability of AMIC to borrow monies or incur any material indebtedness being withdrawn or inhibited;

(ii)        the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of AMIC or any such security interest (whenever arising or having arisen) becoming enforceable;

(iii)       the financial or trading position or prospects or the value of AMIC having been prejudiced or adversely affected;

(iv)       any assets or interest of AMIC being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged, other than in the ordinary course of trading;

(v)        the interest or business of AMIC in or with any other person, firm or company (or any agreements or arrangements relating to such interest or business) being terminated or adversely affected;

(vi)       AMIC ceasing to be able to carry on business under any name under which it presently does so;

(vii)      AMIC being required to repay or repurchase any shares in and/or indebtedness owned by a third party;

(viii)      any liability of AMIC to make any severance, termination, bonus or other payment to any of its directors or other officers;

(ix)       any such agreement, arrangement, licence or other instrument being terminated or materially and adversely modified or any onerous obligation arising or any material adverse action being taken or arising thereunder; or

(x)       the creation of any material liabilities (actual or contingent) by AMIC other than in the ordinary course of business;

and no event having occurred which, under any provision of any agreement, arrangement, licence or other instrument to which AMIC is a party or by or to which AMIC or any of its assets may be bound or be subject, could result in any events or circumstances as are referred to in subparagraphs (i) to (x) of this paragraph (d) in any case to an extent which is or would be material to AMIC;

(e)         save as Disclosed, AMIC not having since 31 March 2010:

(i)        issued or agreed to issue or authorised the issue of additional shares of any class, or securities convertible into, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities;

(ii)        recommended, declared, paid or made any bonus, dividend or other distribution, whether payable in cash or otherwise with a record date prior to the Effective Date;

(iii)       implemented or authorised any merger or demerger or acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any material asset or any right, title or interest in any material asset;

(iv)       implemented, authorised, proposed or announced its intention to implement or effect any reconstruction, amalgamation, scheme or other transaction or arrangement;

(v)        purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other material change in its share capital other than pursuant to the implementation of the Acquisition;

(vi)       made or authorised any change in its loan capital or issued or authorised the issue of any material debentures or incurred or increased any material indebtedness or contingent liability;

(vii)      entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure or otherwise) which is outside the ordinary course of business or which is of a long term, onerous or unusual nature or magnitude or which involves or could involve an obligation of a nature or magnitude which is material;

(viii)      entered into any contract, commitment or arrangement which would be restrictive on the business of AMIC or the Group (other than to an extent which is not material in the context of the business concerned);

(ix)       been unable, or admitted in writing that it is unable, to pay its debts or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(x)       taken any corporate action or had any legal proceedings started or threatened against it for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any material part of its assets and revenues;

(xi)       waived, compromised or settled any claim which is material;

(xii)      entered into or varied the terms of any service agreement or arrangement with any director or senior executive of AMIC;

(xiii)     made any alteration to its memorandum or articles of association or other constitutional documents save as required to implement the Acquisition;

(xiv)     entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) with respect to, or proposed or announced any intention to effect or propose, any of the transactions, matters or events referred to in this condition (e),

and for the purpose of this condition "material" shall mean material in the context of AMIC;

(f)          save as Disclosed, there being since 31 March 2010:

(i)        no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of AMIC which in any case is material;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened, announced, instituted or remaining outstanding by, against or in respect of AMIC or to which AMIC is a party (whether as plaintiff or defendant or otherwise) and no investigation by any Relevant Authority or other investigative body against or in respect of AMIC having been threatened, announced, instituted or remaining outstanding by, against or in respect of AMIC which would or might reasonably be expected to have a material adverse effect on AMIC;

(iii)       no actual, contingent or other liability having arisen which would or might reasonably be expected to have a material adverse effect on the business, assets, financial or trading position or profits or prospects of AMIC; and

(iv)       no material claim being made, and no circumstance having arisen which might lead to a material claim being made under the insurance of AMIC;

(v)        and for the purpose of this condition "material" shall mean material in the context of AMIC;

(g)         save as Disclosed, GLIF not having discovered that:

(i)        any financial, business or other information publicly disclosed at any time by AMIC is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading and which was not subsequently corrected prior to the publication of the Scheme Circular, which in any case is material in the context of AMIC;

(ii)        AMIC is subject to any liability, contingent or otherwise which is material in the context of AMIC; or

(iii)       AMIC has been or is party to any kind of arrangement, agreement, concerted practice or course of conduct which in whole or part infringes any competition law or anti-trust law of any country in which it has assets or carries on business or where its activities may have an effect.

6.            The Scheme will lapse and the proposed acquisition of control of AMIC by GLIF will not proceed if the Acquisition is referred to the Competition Commission before the Court Meeting (unless the Panel consents to the Acquisition proceeding, on terms satisfactory to GLIF and AMIC).

Part B: Certain Further Terms of the Acquisition

1.         Subject to the requirements of the Panel, all or any of the above conditions may be waived by GLIF in whole or in part, except condition 2.  GLIF shall be under no obligation to waive or treat as fulfilled any of conditions 5(a) to (g) inclusive by a date earlier than the date of the sanction of the Scheme referred to above in paragraph 1 of Part A above notwithstanding that the other conditions of the Scheme may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

2.         If GLIF is required by the Panel to make an offer for AMIC under the provisions of Rule 9 of the City Code, GLIF may make such alterations to the terms and conditions of the offer as are necessary to comply with the provisions of that rule, and such offer shall be subject to the terms and conditions as amended.

3.         GLIF reserves the right to elect to implement the Acquisition by way of an Offer.  In such event, the Offer will be implemented on the same terms (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. (or such lesser percentage as GLIF may decide) of the shares to which such offer relates and of the voting rights carried by those shares), so far as applicable, as those which would apply to the Scheme.

4.         The Scheme is governed by English law and will be subject to the jurisdiction of the English courts and the conditions set out above.

APPENDIX II

CALCULATION OF AMIC FAV

The AMIC FAV shall be calculated as at the Calculation Date and shall be the amount in pence which is the result of the following formula, rounded to four decimal places (with 0.00005p being rounded upwards):

AMIC FAV = A - B

                        C

where:

"A" is the aggregate of:

(i)   the value of those investments which are listed, traded, quoted or dealt in on a stock exchange, calculated by reference to the bid quotations or, if not available, prices or the last trade prices for those investments as at the Calculation Date as derived from the relevant exchange's recognised method of publication of prices for such investments;

(ii)   the value of those investments which are dealt in or traded on any publicly-available exchange or market (including any "over-the-counter" market but excluding any exchange or market referred to in paragraph (i) above) calculated by reference to the average of the prices marked for such investments on each of the five business days up to and including the Calculation Date on which there were dealings of trading in such investments as derived from the relevant market's recognised method of publication of prices for such investments;

(iii)  the value of all other investments, calculated as being their fair and realisable values in accordance with IAS 39 as at the Calculation Date as determined by agreement between the GLIF Board, on behalf of GLIF, and by the AMIC Board, on behalf of AMIC (or, failing such agreement within three days the Calculation Date, as determined by an independent expert);

(iv)  the amount, as at the Calculation Date, of any sums due from debtors (including, for this purpose, any dividends or distributions receivable on investments quoted ex-dividend or ex-distribution on the Calculation Date and any interest accrued on any debt securities as at the Calculation Date and any recoverable tax credit in relation thereto, but excluding any dividend, distribution or interest not yet received which has been taken into account in the value of any investments referred to in paragraphs (i) to (iii) (inclusive) above or is unlikely to be received), cash and deposits with or balances at banks, bills receivable and any money market instruments (together with, in each case, any accrued interest at that date less an accrual for any associated tax) and the fair realisable value of any other tangible assets not otherwise accounted for in paragraphs (i) to (iii) (inclusive) above, less any provision for diminution of value (including provisions for bad or doubtful debts), in each case, as determined by agreement between the GLIF Board, on behalf of GLIF, and by the AMIC Board, on behalf of AMIC (or, failing such agreement within three days the Calculation Date, as determined by an independent expert);

"B" is the aggregate of:

(i)         the principal amounts as at the Calculation Date of any outstanding borrowings plus any accrued but unpaid interest, commitment fees and other charges up to and including that date and the higher of any premiums or penalties payable on either early or final repayment if required;

(ii)         the cost, as at the Calculation Date, of closing any open foreign exchange or other forward purchase or sale contract;

(iii)        the cost, as at the Calculation Date, of termination of any service provider arrangements in force on that date, including, but not limited to, any compensation or other payments to be made to any administrator, secretary, director or employee of AMIC, such amount to include irrecoverable value added tax (where applicable) but to exclude any tax relief;

(iv)        the rental costs, as at the Calculation Date, associated with the lease in respect of Fourth Floor (South), 30/32 Ludgate Hill, London EC4 to the end of the term of such lease (being 24 March 2012), together with any associated additional insurance, service charges, rates including irrecoverable value added tax (where applicable) but to exclude any tax relief;

(v)         the cost, as at the Calculation Date, of terminating any other contracts or arrangements whatsoever in force on that date to which AMIC is a party, but excluding, for the purpose of this paragraph (v), any arrangements referred to in (iii) above;

(vi)        the total cost of any dividend or other distribution declared by AMIC with a record date falling after the Calculation Date and on or before the Effective Date;

(vii)       the aggregate of the amount of any Panel fees, UK Listing Authority fees and printing costs to be borne by AMIC in respect of the Acquisition, as may be applicable (including any VAT chargeable);

(viii)       the aggregate of the amount of all accrued but unpaid professional, advisory, legal and other fees and other advertising costs and expenses incurred by AMIC in connection with the Acquisition, such amount to include irrecoverable value added tax (where applicable) but to exclude any tax relief;

(ix)        the aggregate of the amount of any accrued but unpaid professional, advisory, legal and other fees and advertising and other costs and expenses whatsoever incurred by AMIC otherwise than in connection with the Acquisition, such amount to include irrecoverable value added tax (where applicable) but to exclude any tax relief; and

(x)        an amount which fully reflects all other liabilities and obligations of AMIC whatsoever, including a fair provision for any contingent liabilities (including any additional liabilities to taxation, whether or not deferred) and any liabilities arising on liquidation) or losses (including disputed claims) as at the Calculation Date determined by agreement between the GLIF Board, on behalf of GLIF, and by the AMIC Board, on behalf of AMIC (or, failing such agreement within three days the Calculation Date, as determined by an independent expert); and

"C" is the aggregate of the number of AMIC Shares in issue as at the Calculation Date.

Notes:

1.         For the purpose of the above calculations, the value of any investments, other assets or liabilities denominated or valued in currencies other than sterling shall be converted into sterling at the closing mid point spot rate of exchange between sterling and such other currencies in London as at the close of business on the Calculation Date as published in the Financial Times or, failing which, as certified by GLIF (acting as an expert and not as an arbiter).

2.         In the case of sub-paragraphs A(i) and (ii) above, if there has been any general suspension of trading on the relevant stock or other securities exchange or market, or if it was closed for business on the Calculation Date, the value of the relevant investments shall be taken as at the close of business on the immediately preceding date on which there was trading on such exchange or market, provided that such date is not more than seven days prior to the Calculation Date and save that, if there has been a material adverse change in the financial position of any such underlying investment since the date by reference to which its value is calculated but prior to the close of business on the Calculation Date, a fair provision (as determined by agreement between the GLIF Board, on behalf of GLIF, and the AMIC Board, on behalf of AMIC (or failing such agreement within three days after the Calculation Date, as determined by an independent expert)) shall be made to take account of such adverse change in the value of the relevant investment.

3.         Subject to note 2 above, in the case of sub-paragraphs A (i) and (ii) above:

(i)         where any such investment is subject to restrictions on transfer or a suspension of dealings or if no such published or quoted prices are available in respect of any such investment, in each case as at the close of business on the Calculation Date, the value of such investment will be calculated as at the close of business on the Calculation Date in accordance with sub-paragraph A (iii) above; and

(ii)         where any such investment is, at the close of business on the Calculation Date, subject to any right of any person to acquire the same or any obligation on AMIC to dispose of the same, whether as a result of the Acquisition being made or becoming or being declared unconditional or otherwise, at a price more or less than would otherwise be determined in accordance with sub-paragraphs A (i) and (ii) above, such investment shall be valued at such greater or lesser price unless such right or obligation is unconditionally and irrevocably waived or lapses prior to the calculation of the AMIC FAV otherwise being agreed or determined.

4.         Subject to note 5 below, with regard to sub-paragraph A (iii) above, the GLIF Board and the AMIC Board, and if appointed, any independent expert, shall have regard, inter alia, to the following when determining the value of any investment or other asset (which shall be calculated on the basis of a notional sale by a willing seller to a willing buyer, without regard to any additional value that might be attributed to such investment or other asset by any special category of potential purchaser):

(i)         the International Private Equity and Venture Capital Valuation Guidelines;

(ii)         the existence or exercise of any pre-emption rights or obligations in respect of such investment or other asset or any other restrictions on the transfer or disposal of the same which may exist or which may arise as a consequence of the Acquisition or any AMIC Shares or of the transfer of such investment or other asset to any party or of the winding up of AMIC;

(iii)        the terms and volumes of any recent dealings in, and marketability of, such investment or other asset; and

(iv)        the amount of any bona fide offer to acquire such investment or other asset which may be made by any person and brought to the attention of the GLIF Board and the AMIC Board or, if appointed, any independent expert.

5.         With regard to sub-paragraph A (iii) above, the GLIF Board, the AMIC Board and, if appointed, any independent expert shall, except in the case of debtors and tangible assets, be bound by the actual amount of cash items and, in the case of debtors and tangible assets, shall adopt the accounting policies used by AMIC in its latest audited financial statements.

6.         If any liability referred to in paragraph B above has not been determined by the date on which the calculations and adjustments otherwise necessary to determine the AMIC FAV have been made, there shall be included in "B" such amount in respect of any such liability as shall be considered to be an appropriate estimate by agreement between the GLIF Board and the AMIC Board (or failing such agreement within three days after the Calculation Date, as determined by an independent expert).

7.         The independent expert referred to herein shall be a member of the Association for Financial Markets in Europe (not connected with any of the parties providing advice to AMIC or GLIF in connection with the Acquisition) selected by the GLIF Board, the AMIC Board or, in default of such selection within 3 days after the Calculation Date, by the chairman for the time being of the Association for Financial Markets in Europe on the application of either the GLIF Board or the AMIC Board. Such member shall act as an expert and not as an arbitrator and his determination shall (subject to any agreement to the contrary between GLIF and AMIC) be final and binding on all persons and such member shall not be under any liability to any person by reason of his appointment or by anything done or omitted to be done by him for the purposes of such appointment or in connection therewith.

8.         Notwithstanding any of the above provisions, in the event that the valuation of any investment or other asset of AMIC in accordance with any of such provisions, or the amount of any deduction made in accordance with sub-paragraph B above, is, in the opinion of the GLIF Board and the AMIC Board, incorrect or unfair they may, if they so agree, adopt an alternative method of valuation or deduction, as the case may be.

The number of GLIF Shares to be issued and allotted per AMIC Share pursuant to the Acquisition will be announced through a Regulatory Information Service as soon as reasonably practicable following the Calculation Date.

APPENDIX III

DEFINITIONS

"Acquisition"	the proposed acquisition by GLIF of AMIC to be effected by the Scheme;
"Admission"	the admission of the New GLIF Shares to be issued in connection with the Acquisition to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules and/or the admission of such New GLIF Shares and the Existing GLIF Shares to the Official List of the CISX becoming effective in accordance with the listing rules of CISX, as the context requires;
"AIM"	the AIM market of the London Stock Exchange;
"AIM Rules"	means the AIM Rules for Companies published by the London Stock Exchange;
"AMIC"	Asset Management Investment Company PLC, a company registered in England and Wales with number 02918390;
"AMIC Board"	the board of directors of AMIC, or a duly constituted committee thereof;
"AMIC Directors"	the directors of AMIC;
"AMIC General Meeting"	the general meeting of AMIC to be held on or around 11 January 2011 (or as soon thereafter as the Court Meeting shall have concluded or been adjourned), including any adjournment thereof;
"AMIC FAV"	the Formula Asset Value as at the Calculation Date attributable to AMIC as determined in accordance with the formula set out in Appendix II of this announcement;
"AMIC Shareholders"	holders of AMIC Shares;
"AMIC Shares"	fully paid ordinary shares of 25 pence each in the capital of AMIC;
"Articles of Association" or "Articles"	the articles of association of GLIF;
"Business Day"	any day (other than a Saturday or Sunday or public holiday) on which banks are generally open for business in London;
"Calculation Date"	the time and date on which AMIC's NAV will be calculated for the Scheme currently expected to be close of business on 21 January 2011 or such later date or dates as may be agreed between AMIC and GLIF;
"Cash Consideration"	means the proposal under which AMIC Shareholders shall receive an amount in cash equivalent to 92 per cent of the Formula Asset Value for every AMIC Share held (unless they elect for the Share Alternative);
"Cash Offer"	the offer of cash for each AMIC Share pursuant to the Acquisition;
"CISX"	The Channel Islands Stock Exchange, LBG;
"City Code"	the Code on Takeovers and Mergers;
"Companies Act"	the UK Companies Act 2006, as amended;
"Companies Law"	The Companies (Guernsey) Law, 2008 as may be amended from time to time;
"Court"	the High Court of Justice in England and Wales or the Court of Appeal in England and Wales, as the case may be;
"Court Meeting"	the meeting of the holders of AMIC Shares convened by order of the Court pursuant to Part 26 of the Companies Act to consider and, if thought fit, approve the Scheme and confirm the Reduction of Capital, including any adjournment thereof;
"Court Order"	the Court Order sanctioning the Scheme and confirming the Reduction of Capital;
"Disclosed"	(i) disclosed in AMIC's annual report and accounts for the financial year ended 30 September 2010; or (ii) fairly disclosed to GLIF or its advisers before the date of this document; or (iii) publicly announced to a regulatory information service by or on behalf of AMIC prior to the date of the Scheme Circular;
"Effective Date"	the date on which the Scheme becomes effective;
"Enlarged Group"	GLIF as enlarged by the Acquisition;
"Existing GLIF Shares"	GLIF Shares in issue as at the date of this announcement;
"Formula Asset Value" or "FAV"	the amount at any date as is calculated as such at that date in accordance with Appendix II of this announcement;
"FSA"	the UK Financial Services Authority;
"FSMA"	the Financial Services and Markets Act 2000, as amended;
"GLIF" or the "Company"	Greenwich Loan Income Fund Limited, an authorised closed-ended investment company registered in Guernsey with number 43260;
"GLIF Board"	the board of directors of GLIF, or a duly constituted committee thereof;
"GLIF Extraordinary General Meeting"	the extraordinary general meeting of GLIF to be held on or around 11 January 2011, including any adjournment thereof;
"GLIF Shareholders"	holders of GLIF Shares;
"GLIF Shares"	ordinary shares of no par value each in the capital of GLIF;
"Group"	GLIF and T2 CLO (which is currently treated by GLIF as its subsidiary for accounting purposes);
"HMRC"	HM Revenue & Customs;
"Indicative Offer Announcement"	the announcement made on 26 October 2010 that the boards of GLIF and AMIC were in advanced discussions regarding a possible offer;
"London Stock Exchange"	London Stock Exchange plc;
"Long Stop Date"	31 March 2011 (or such later date (if any) as GLIF and AMIC may with the consent of the Panel agree);
"Main Market"	the main market for listed securities of the London Stock Exchange;
"Net Asset Value" or "NAV"	the net asset value of a company determined in accordance with the relevant company's normal accounting policies;
"New GLIF Shares"	means the ordinary shares in GLIF proposed to be issued to AMIC Shareholders electing for the Share Alternative pursuant to the Scheme;
"Offer"	"takeover offer" as that term is defined in section 974 of the Companies Act;
"Overseas Shareholders"	Shareholders or AMIC Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the UK, the Channel Islands and the Isle of Man;
"Panel"	means the Panel on Takeovers and Mergers;
"Proposals"	the Acquisition and Proposed Listing as described in this announcement;
"Proposed Listing"	the proposed admission of the Enlarged Group to the Official List of the Channel Islands Stock Exchange, LBG
"Prospectus Equivalent Document"	means the document prepared by GLIF in connection with the Acquisition and which is equivalent to a prospectus pursuant to paragraphs PR1.2.2R and PR1.2.3R (3) of the Prospectus Rules;
"Reduction of Capital"	the reduction of AMIC's share capital, involving the cancellation and extinguishing of the AMIC Shares provided for by the Scheme under section 648 of the Companies Act;
"Registrar of Companies"	the Registrar of Companies in England and Wales;
"Restricted Jurisdiction"	any jurisdiction where the New GLIF Shares cannot be made available without breaching applicable laws;
"Scheme"	the scheme of arrangement of AMIC under Part 26 of the Companies Act and the related Reduction of Capital, with any modification thereof or addition thereto or condition approved or imposed by the Court;
"Scheme Circular"	the document sent to AMIC Shareholders which contains, among other things, details of the Scheme and notice of the Court Meeting and AMIC General Meeting;
"Share Alternative"	the right of AMIC Shareholders to elect to receive New GLIF Shares as consideration pursuant to the Acquisition;
"T2 CLO"	T2 Income Fund CLO I Ltd, an exempted company incorporated under the law of the Cayman Islands;
"UK Listing Authority"	the FSA acting in its capacity as the competent authority for the purpose of Part VI of FSMA;
"UKLA Official List"	the list maintained by the UK Listing Authority, a division of the FSA, pursuant to Part VI of FSMA;
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland; and
"United States" or "US"	the United States of America, its territories and possessions and any state of the United States of America and the District of Columbia.

 

END

 

 

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