Liontrust Asset Management Plc, today issues the definitive notice of the interim result in relation to its recommended public exchange offer for all publicly held registered shares of GAM Holding AG which was published on 13 June 2023.
Liontrust announces that as of the end of the extended Main Offer Period1 on 23 August 2023, 16:00 CEST, a total of 53,250,357 GAM Shares were tendered into the Offer until the end of the Extended Main Offer Period, corresponding to 33.45% of the GAM Shares to which the Offer extends as of the end of the Extended Main Offer Period.
Liontrust therefore declares the Offer to be unsuccessful. Since the Offer has not been successful, there will be no Additional Acceptance Period1 and the Offer will not be settled.
In relation to the financial support provided by Liontrust to GAM through the Tranche 1 Facility2, which is £8.9 million plus interest, Liontrust has the right to demand immediate repayment on the date falling 30 days after this announcement.
1 As set out in the Swiss Offer Prospectus that was published on 13 June 2023.
2 As defined in the shareholder circular that was published by Liontrust on 13 June 2023.
GAM Holding AG successfully concludes discussions with NewGAMe
The Board of Directors of GAM Holding AG (“GAM”) has reached an agreement with NewGAMe and Rock Investment SAS (“Rock”) to extend an immediate short-term financing of CHF 20 million to cover GAM’s liquidity needs. Rock is a French-registered entity owned by NJJ Holding (‘NJJ’), the personal holding company of Xavier Niel. It is part of the NewGAMe group of investors, consisting of NewGAMe SA and Bruellan SA.
This short-term financing will remain until it is replaced by the proceeds of a convertible bond that GAM will issue in the amount of approximately CHF 25 million. The creation of the conditional capital required for the issuance of the convertible bond will be proposed to GAM’s shareholders at an extraordinary general meeting (“EGM”) to be held on or around 27 September 2023.
‘I am delighted to have successfully concluded the discussions with NewGAMe and to have concluded the financing agreements. This represents a clear path for GAM and stability for our customers, employees and all other shareholders. I would like to thank the customers, employees and shareholders for their patience during the process to secure a strategic outcome for GAM’.
David Jacob, President of GAM Holding AG.
At the upcoming EGM, Rock will also propose the election of new directors to GAM’s Board of Directors. The current GAM Board of Directors has decided to step down from the GAM Board at the EGM once new directors are elected. The current GAM Board recommends that shareholders approve NewGAMe’s proposed Board nominees.
NewGAMe requested that GAM’s Board of Directors recommend that shareholders authorize the issuance of new shares at the upcoming EGM to enable the planned convertible bond and further share placements. NewGAMe and Rock confirmed to the current GAM Board of Directors their intention to secure sufficient financial resources to finance GAM’s business as a going concern.
GAM’s current Board of Directors welcomes the continued commitment of NewGAMe, with a major industry partner such as NJJ among its major shareholders. This provides much-needed stability for customers and other stakeholders in the long term.
GAM will welcome NewGAMe’s leadership in London and Zurich to meet with employees, including GAM’s portfolio managers and client-facing teams.
GAM’s Board of Directors will publish the next EGM invitation, including proposals, as soon as possible. The Board of Directors of GAM notes that the tender offer for Liontrust Asset Management plc has been declared unsuccessful.
