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 ---------- ------ 12,044,287 99.54 ---------- ------ 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
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