SVM UK Active Fund PLC (the "Company")
Cyrun Offer - Board recommendation
16 May 2011
The Board notes the announcement made earlier today by one of the Company's
larger shareholders that it has sold its entire holding in the Company's
shares. The Board understands that these shares have been purchased by Cyrun.
The Board is also aware that other of the Company's larger shareholders are
likely to accept or have accepted the Cyrun Offer. Accordingly, the Board
believes that it is likely that Cyrun will achieve its acceptance condition of
50% of the Company's issued shares.
UNDER THESE CIRCUMSTANCES, THE BOARD RECOMMENDS THAT SHAREHOLDERS ACCEPT THE
CYRUN OFFER IMMEDIATELY.
The Board regrettably makes this recommendation because with Cyrun likely to
obtain control, there is now considerable uncertainty over the future direction
and management of the Company for any Shareholders remaining invested in the
The Cyrun Offer is 94.25% of FAV (Formula Asset Value), subject to a minimum
price of 191.2p per Share.
The Board's position
The Board has attempted to find means of returning greater value to
Shareholders than the 5.75% discount to FAV and the minimum price under the
Cyrun Offer and to allow continuity of investment management by SVM Asset
Management Ltd through a rollover into the SVM UK Growth Fund. Cyrun has made
clear that it would use its votes to block any such reconstruction or any
liquidation proposal. During the offer period, Cyrun has revised its offer by
increasing the minimum price per share from 176p to 191.2p.
The Board believes that Cyrun's current ownership of over 42% of the Company's
shares, together with acceptances of the Offer that have been or are likely to
be received, give Cyrun effective control of the Company. The Board has,
therefore, concluded that it has no alternative but to recommend that all
Shareholders who have not already accepted the Cyrun Offer do so immediately.
In light of the circumstances described above, the General Meeting convened for
20 May 2011 will be postponed indefinitely.
Carolina Viola Tel: 0131 226 6699
Jane Lewis Tel: 020 3100 0295
Winterflood Investment Trusts
Roland Cross Tel: 020 7776 0512
The directors of the Company accept responsibility for the information
contained in this document, except that the only responsibility in respect of
the summary of the terms and conditions of the offer by Cyrun, which has been
extracted from the offer document dated 6 May 2011 issued by Cyrun, is to
ensure that it has been correctly and fairly reproduced and represented.
Subject as aforesaid, to the best knowledge and belief of the directors (who
have taken all reasonable care to ensure that such is the case), such
information is in accordance with the facts and does not omit anything likely
to affect the import of such information.
Winterflood Securities Limited, is acting exclusively for the Company and
no-one else in connection with the offer by Cyrun, and will not be responsible
to anyone other than the Company for providing the protections afforded to
clients of Winterflood Securities Limited or for providing advice in relation
to the offer by Cyrun.