Embargoed until 7am on 5 October 2011
Stock Exchange Announcement
LIONTRUST ASSET MANAGEMENT PLC
Occam Acquisition Update
On 2 August 2011, Liontrust Asset Management PLC ("Liontrust", the "Company", or the "Group"), the specialist independent fund management group, announced that it had entered into a conditional agreement (the "Agreement") to purchase (the "Acquisition") the fund management business of Occam Investment Management (Malta) Limited, Occam Asset Management LLP and Occam Investment Services Limited (together "Occam").
Under the terms of the Agreement, Liontrust has the right to terminate the Agreement (inter alia) if the aggregate assets under management of certain funds managed by Occam ("AuM") falls below US$150 million prior to completion of the Acquisition ("Completion"). Prior to Completion, Liontrust received written notification from Occam that AuM had fallen to below US$150 million. The fall in AuM has been mainly caused by market movements. Occam's AuM as at close of business on 30 September 2011 (being the latest practicable date prior to the date of this announcement) was US$139 million.
Accordingly, the board of Liontrust has carried out an assessment of the key factors of the Acquisition and in particular considered the following points:
- It is a highly complementary acquisition enhancing Liontrust and Occam in fund management, distribution and operations. Occam brings a number of experienced and talented individuals to Liontrust.
- Occam provides Liontrust with two of the faster growing asset classes by adding Asia and Global Emerging Markets funds to Liontrust's existing UK and European range and two experienced and highly respected fund management teams.
- Occam brings a Dublin range of funds and established distribution capability in continental Europe, the Middle East and other international markets to supplement Liontrust's traditional focus on UK-based investors. Occam also enhances Liontrust's marketing and operations teams.
- The transaction marks the latest step in a successful phase of growth for Liontrust and the start of the Company's next stage of expansion.
The conclusion of this assessment is that, notwithstanding the fall in AuM referred to above, it remains the board's view that it is in the best interests of the shareholders of the Company to complete the Acquisition but on the basis of a reduced level of consideration. Accordingly, Liontrust has been in further negotiations with Occam and, on 4 October 2011, entered into a variation agreement to the Agreement with Occam (the "Amended Agreement") such that the total consideration due under the Amended Agreement is reduced by 30 per cent. from that provided in the Agreement (representing a value equal to 2.1 per cent. of AuM transferred pursuant to the Acquisition (to be determined following completion)) plus £131,250 (the "Consideration"). The Amended Agreement also reduces the level of AuM at Completion at which Liontrust has the right to rescind the Amended Agreement following Completion to US$100 million.
Liontrust further announces that the Acquisition completed on 4 October 2011. A further announcement will be made once the final Consideration, which is subject to adjustment in accordance with the terms of the Amended Agreement, has been determined.
For further information please contact:
Liontrust Asset Management PLC 020 7412 1700
John Ions www.liontrust.co.uk
Vinay Abrol
Simon Hildrey - Head of Marketing & Communications
Altium 020 7484 4040
Sam Fuller
Paul Chamberlain
Forward Looking Statements
This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and businesses and plans of the Group. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that have not yet occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Group's actual future financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. Liontrust undertakes no obligation publicly to update or revise forward-looking statements, except as may be required by applicable law and regulation (including the Listing Rules of the Financial Services Authority). Nothing in this announcement should be construed as a profit forecast or be relied upon as a guide to future performance.
Other information
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ENDS