Prospectus • Jun 23, 2023
Prospectus
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you are recommended to seek your own financial advice immediately from your stockbroker, bank manager, fund manager, solicitor, accountant or other appropriate independent financial adviser who is authorised under the Financial Services and Markets Act 2000.
If you sell or transfer or have sold or transferred all your Liontrust Shares, please forward the Supplementary Circular, and the accompanying form of proxy, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through or to whom the sale or transfer was effected for delivery to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Liontrust Shares, you should retain this Supplementary Circular and the accompanying form of proxy and you should consult with the stockbroker, bank or other agent through whom the sale or transfer was effected.
Any person (including, without limitation, custodians, nominees, and trustees) who may have a contractual or legal obligation or may otherwise intend to forward this Supplementary Circular to any jurisdiction outside the United Kingdom should seek appropriate advice before taking any such action. The distribution of this Supplementary Circular and any accompanying documents into jurisdictions other than the United Kingdom may be restricted by law. Any person not in the United Kingdom into whose possession this Supplementary Circular and any accompanying documents come, should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
LIONTRUST ASSET MANAGEMENT PLC (incorporated and registered in England and Wales under registered number 02954692)
SUPPLEMENTARY CIRCULAR TO SHAREHOLDERS IN CONNECTION WITH THE PROPOSED ACQUISITION OF GAM HOLDING AG AND THE GENERAL MEETING
This supplementary circular (the "Supplementary Circular") is supplemental to and must be read in conjunction with the circular dated 13 June 2023 previously sent to shareholders and available on the Liontrust website at https://www.liontrust.co.uk/gam-acquisition/documents which provides notice of the General Meeting relating to the Proposed Acquisition to be held at 10:30 a.m. (GMT) on Friday 7 July 2023 at The Savoy Hotel, Strand, London, WC2R 0EZ (Pinafore Room) (the "Circular").
Your attention is drawn to Part 2 (Risk Factors) set out in the Circular on pages 28 to 35 which Shareholders should carefully consider before deciding whether or not to vote in favour of the Resolutions to be proposed at the General Meeting. Your attention is drawn to the letters from your Chair which is set out in Part 1 (Letter from the Chair of Liontrust Asset Management Plc) in this Supplementary Circular and the Circular and which contain a recommendation from the Board to vote in favour of the Resolutions to be proposed at the General Meeting.
This Supplementary Circular is not a prospectus, but a shareholder circular, and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of an offer to sell, dispose of, issue, purchase, acquire or subscribe for, any security. This Supplementary Circular is a circular which has been prepared in accordance with the Listing Rules and approved by the FCA.
Singer Capital Markets Advisory LLP ("Singer"), which is authorised and regulated by the FCA, is acting as sole sponsor and lead broker to Liontrust and for no one else in relation to the Proposed Acquisition and will not be responsible to anyone other than Liontrust for providing the protections afforded to clients of Singer or for providing advice in relation to the Proposed Acquisition, the contents of this Supplementary Circular or any transaction, arrangement or other matter referred to in this Supplementary Circular. Neither Singer nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort,
under statute or otherwise) to any person who is not a client of Singer in connection with the Proposed Acquisition or any matter referred to herein. However, nothing in this paragraph shall serve to limit or exclude any of the responsibilities and liabilities, if any, which may be imposed on Singer by FSMA or the regulatory regime established thereunder.
Alantra Corporate Finance LLP ("Alantra") which is authorised and regulated by the FCA, is acting as financial adviser to Liontrust and for no one else in relation to the Proposed Acquisition and will not be responsible to anyone other than Liontrust for providing the protections afforded to clients of Alantra or for providing advice in relation to the Proposed Acquisition, the contents of this Supplementary Circular or any transaction, arrangement or other matter referred to in this Supplementary Circular. Neither Alantra nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Alantra in connection with the Proposed Acquisition or any matter referred to herein. However, nothing in this paragraph shall serve to limit or exclude any of the responsibilities and liabilities, if any, which may be imposed on Alantra by FSMA or the regulatory regime established thereunder.
Panmure Gordon (UK) Limited ("Panmure Gordon") which is authorised and regulated by the FCA, is acting as joint broker and Vendor Placement Agent to Liontrust and for no one else in relation to the Proposed Acquisition and will not be responsible to anyone other than Liontrust for providing the protections afforded to clients of Panmure Gordon or for providing advice in relation to the Proposed Acquisition, the contents of this Supplementary Circular or any transaction, arrangement or other matter referred to in this Supplementary Circular. Neither Panmure Gordon nor any of its group undertakings or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Gordon in connection with the Proposed Acquisition or any matter referred to herein. However, nothing in this paragraph shall serve to limit or exclude any of the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon by FSMA or the regulatory regime established thereunder.
Capitalised terms used but not defined in this Supplementary Circular have the meaning given to them in the Circular.
This Supplementary Circular is dated 23 June 2023.
This Supplementary Circular includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "aims", "continues", "expects", "intends", "may", "will", "would" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Supplementary Circular and include statements regarding the Liontrust Group's and/or the Directors' intentions, beliefs or current expectations concerning, among other things, the GAM Group's or the Enlarged Group's results, operations, financial condition, prospects, growth strategies and the markets in which the Liontrust Group, the GAM Group and/or the Enlarged Group operate. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, the market position of the Liontrust Group, the GAM Group or the Enlarged Group and their respective earnings, financial position, return on capital, anticipated investments and capital expenditure, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the events described herein and the Liontrust Group, the GAM Group or the Enlarged Group. Forward-looking statements contained in this Supplementary Circular based on these trends or activities should not be taken as a representation that such trends or activities will continue in the future. This section does not serve to qualify the working capital statement in Part 7 (Additional Information) of the Circular.
These forward-looking statements are further qualified by risk factors disclosed in the Circular that could cause actual results to differ materially from those in the forward-looking statements. See Part 2 (Risk Factors) of the Circular. These forward-looking statements speak only as at the date of this Supplementary Circular. Except as required by the Listing Rules, the Disclosure Guidance and Transparency Rules and any applicable law, Liontrust and/or the Directors, do not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the Listing Rules, the Disclosure Guidance and Transparency Rules and any applicable law, the Company and the Directors expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in Liontrust's and/or the Directors' expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Supplementary Circular might not occur. Liontrust Shareholders should note that the contents of these paragraphs relating to forward looking statements are not intended to qualify the statements made as to the sufficiency of working capital in this Supplementary Circular.
Unless otherwise stated:
• all prices quoted for GAM Shares are closing prices in Swiss Francs as at the date specified as provided by the SIX Swiss Exchange.
In this document, where information has been extracted from the audited consolidated full year financial statements of the Liontrust Group, this information is audited unless otherwise stated.
Unless otherwise indicated, financial information in this Supplementary Circular, relating to the Liontrust Group and the GAM Group has been prepared in accordance with IFRS.
Where there has been a summary of any financial information, shareholders should read the whole document and not rely solely on the summarised financial information.
Unless otherwise indicated, all references to "GBP", "£" or "sterling" are to the lawful currency of the United Kingdom and all references to "CHF" are to the lawful currency of Switzerland.
Market, economic and industry data used throughout this Supplementary Circular is derived from various industry and other independent sources. The Company and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Percentages in tables have been rounded and accordingly may not add up to 100 per cent. Certain financial data have also been rounded. As a result of this rounding, the totals of data presented in this Supplementary Circular may vary slightly from the actual arithmetic totals of such data.
Certain information in relation to the Company and GAM is incorporated by reference into this Supplementary Circular. Further information is set out in Part 2 (2023 Financial Results of the Liontrust Group) and Part 3 (GAM Unaudited interims) of this Supplementary Circular. Without limitation, unless expressly stated herein, the contents of the websites of the Liontrust Group, the GAM Group and any links accessible through the websites of the Liontrust Group or the GAM Group, do not form part of this Supplementary Circular.
No statement in this Supplementary Circular is intended as a profit forecast or profit estimate for any period and no statement in this Supplementary Circular should be interpreted to mean that earnings, earnings per share or income, dividends per share, cash flow from operations or free cash flow for the Liontrust Group or the Enlarged Group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, dividends per share, cash flow from operations or free cash flow for the Liontrust Group or the Enlarged Group, as appropriate.
This Supplementary Circular is not a prospectus and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security.
A Swiss Offer Prospectus setting out the terms and conditions of the Offer to GAM Shareholders has been published by Liontrust 13 June 2023 and is on its website at https://www.liontrust.co.uk/gamacquisition/documents.
This Supplementary Circular is dated 23 June 2023.
| PART 1 – LETTER FROM THE CHAIR OF LIONTRUST ASSET MANAGEMENT PLC |
6 |
|---|---|
| PART 2 – 2023 FINAL RESULTS OF THE LIONTRUST GROUP |
8 |
| PART 3 – GAM UNAUDITED INTERIMS |
9 |
| PART 4 – ADDITIONAL INFORMATION |
10 |
| Incorporated and registered in England and Wales under registered number 02954692 | |||
|---|---|---|---|
| Alastair Barbour | (Non-executive Chair) | Registered Office: | |
| John Ions | (Chief Executive) | 2 Savoy Court | |
| London | |||
| WC2R 0EZ | |||
| Vinay Abrol | (Chief Financial Officer & Chief Operating Officer) |
||
| Rebecca Shelley | (Senior Independent Director) | ||
| Mandy Donald | (Non-executive Director & Chair of the Audit & Risk Committee) |
||
| George Yeandle | (Non-executive Director & Chair of the Remuneration Committee) |
23 June 2023
To the Liontrust Shareholders and, for information only, to the holders of options under the Share Option Schemes.
Dear Shareholder,
On 4 May 2023, your Board announced that it had conditionally agreed to acquire the entire issued share capital of GAM, a global investment management group by way of public exchange offer with ordinary shares of 1 pence each in the capital of Liontrust to be offered to GAM Shareholders on Completion for aggregate consideration representing a valuation of the entire issued share capital of GAM of CHF 107 million (£96 million) 1 , equivalent to CHF 0.6723 per publicly held registered shares (Namenaktien) of GAM with a nominal value of CHF 0.05 each.
On 13 June 2023 the Company posted its Circular providing details of the Proposed Acquisition and notice of the General Meeting relating to the Proposed Acquisition convened for 10:30 a.m. (GMT) on Friday 7 July 2023 at The Savoy Hotel, Strand, London, WC2R 0EZ (Pinafore Room).
The purpose of this Supplementary Circular is to provide Shareholders with notice of the Liontrust Group's audited financial results announcement RNS for the financial year ending 31 March 2023, published on 21 June 2023, as updated (the "2023 Final Results"). The Liontrust Group's 2023 Final Results has been incorporated by reference in Part 2 (2023 Final Results of the Liontrust Group) of this Supplementary Circular. The 2023 Annual Report and Accounts will be published in due course. Furthermore, this Supplementary Circular has been prepared to provide Shareholders with GAM's unaudited interim results for the three months to 31 March 2023 which were published on 21 June 2023 (the "GAM Unaudited Interims"). The GAM Unaudited Interims have been incorporated by reference in Part 3 (GAM Unaudited Interims) of this Supplementary Circular.
Shareholders are referred to the Circular dated 13 June 2023 for further information including the recommendation from the Board to vote in favour of the Proposed Acquisition.
1 GBP/CHF exchange rate 1.1131 at 3 May 2023 (Source: Bloomberg)
Yours sincerely
Non-executive Chair
This Supplementary Circular is being published in relation to the Proposed Acquisition. This Supplementary Circular is a regulatory requirement under the Listing Rules following the publication of the Liontrust Group's 2023 Final Results for the year ended 31 March 2023. This Supplementary Circular has been approved for publication by the FCA.
The information below is supplemental to the information contained in Part 6 (Documents Incorporated by Reference) in the Circular.
Historical financial information relating to the Liontrust Group on the matters referred to below is included in the 2023 Final Results for the year ended 31 March 2023 as set out in the table below and is expressly incorporated by reference into the Circular. The non-incorporated parts of the 2023 Final Results are either not relevant to Shareholders or covered elsewhere in the Circular. The 2023 Final Results have been uploaded to the National Storage Mechanism and can also be found at https://www.liontrust.co.uk/gam-acquisition/documents.
| Nature of Information | Year ended 31 March 2023 (Audited) |
|---|---|
| Chair's statement | p. 3 |
| Chief Executive's report | p. 5 |
| Extract from the 2023 Annual Report and Accounts – Liontrust's seven principal strategic objectives |
p. 8 |
| Consolidated Statement of Comprehensive Income for the year ended 31 March 2023 | p. 8 |
| Consolidated Balance Sheet as at 31 March 2023 | p. 9 |
| Consolidated Cash Flow Statement for the year ended 31 March 2023 | p. 10 |
| Consolidated Statement of Change in Equity for the year ended 31 March 2023 |
p. 11 |
| Notes to the Financial Statements | p. 12 |
Please note that there has been a minor update to one number in Note 4 of the notes to the financial statements which contained a transposition error. The variable element of Share incentivisation expense – all staff for the financial year ended 31 March 2023 has been corrected to 2,354 (from 2,534) and is therefore aligned with the total.
This Supplementary Circular is being published in relation to the Proposed Acquisition. This Supplementary Circular is a regulatory requirement under the Listing Rules following the publication of GAM's Unaudited Interims for the three months ended 31 March 2023. This Supplementary Circular has been approved for publication by the FCA.
The information below is supplemental to the information contained in Part 3 (Historical Financial Information Relating to GAM) and Part 6 (Documents Incorporated by Reference) in the Circular.
Historical financial information relating to GAM on the matters referred to below is included in the GAM Unaudited Interims for the three month period ended 31 March 2023 as set out in the table below and is expressly incorporated by reference into the Circular. The non-incorporated parts of the GAM Unaudited Interims are either not relevant to investors or covered elsewhere in the Circular. The GAM Unaudited Interims can be found on their website https://www.gam.com/en/our-company/investorrelations/results-centre and at https://www.liontrust.co.uk/gam-acquisition/documents.
| Nature of Information | Three months ended 31 March 2023 (Unaudited) |
|---|---|
| Condensed consolidated income statement | p. 5 |
| Condensed consolidated statement of comprehensive income | p. 6 |
| Condensed consolidated balance sheet | p. 7 |
| Condensed consolidated statement of changes in equity | p. 8 |
| Condensed consolidated statement of cash flows | p. 9 |
| Notes to the condensed consolidated financial statement | p. 10 |
| Contacts | p. 23 |
The Company and the Directors, whose names appear on page 6 of this Supplementary Circular, accept responsibility for the information contained in this Supplementary Circular. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplementary Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.
Paragraph 3 of Part 7 (Additional Information) of the Circular is supplemented as set out below as of 22 June 2023 (being the latest practicable date prior to the publication of this Supplementary Circular, the "Latest Practicable Date"). Where not included below, the disclosure in the Circular remains unchanged.
| Name | Date of Grant | Exercise period |
Exercise price |
Option money paid/received |
No of Shares under Option |
|---|---|---|---|---|---|
| John Ions | 27/06/2018 | 6/21-6/28 | Nil priced | Nil | 29,279 |
| 08/07/2020 | 7/23-07/30 | Nil priced | Nil | 61,719 | |
| 23/06/2021 | 6/24-6/31 | Nil priced | Nil | 53,389 | |
| 23/06/2022 | 6/25-6/32 | Nil priced | Nil | 153,130 | |
| 22/06/2023 | 6/26-6/33 | Nil priced | Nil | 153,130 | |
| Total for John Ions | 450,647 | ||||
| Vinay Abrol | 27/06/2018 | 6/21-6/28 | Nil priced | Nil | 19,294 |
| 08/07/2020 | 7/23-07/30 | Nil priced | Nil | 40,671 | |
| 23/06/2021 | 6/24-6/31 | Nil priced | Nil | 35,182 | |
| 23/06/2022 | 6/25-6/32 | Nil priced | Nil | 112,295 | |
| 22/06/2023 | 6/26-6/33 | Nil priced | Nil | 112,295 | |
| Total for Vinay Abrol | 319,737 |
As at the Latest Practicable Date, the disclosure in the Circular remains unchanged.
Singer Capital Markets Advisory LLP, Panmure Gordon (UK) Limited and KPMG LLP have given, and not withdrawn, their written consent to the inclusion in this Supplementary Circular and/or the Circular of the references to their names in the form and context in which they might be included.
There has been no significant change in the financial position or financial performance of the Liontrust Group since 31 March 2023, the date to which the 2023 Final Results have been prepared.
Save as disclosed below, there has been no significant change in the financial position or financial performance of the GAM Group since 31 March 2023, the date to which the last financial information set out in the GAM Unaudited Interims have been prepared:
• On 4 May 2023, the GAM Group announced that it had entered into the Facility Agreements with the Liontrust Group, in order to provide Financial Support to be used towards Restructuring Costs, the FMS Exit and funding the ordinary course of business of the GAM Group. This was disclosed in note 14 (Events after the reporting period) of the notes to the GAM Unaudited Interims.
• Over the two-month period to 31 May 2023, the GAM Group experienced lower net management fees and commissions when compared to the equivalent two-month period to 31 May 2022 attributable to reductions in average AuMA and margins.
Dated 23 June 2023
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