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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION. THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE
For immediate release
27 January 2014
Response to Press Speculation
London, 27 January, 2014: The Board of F&C Asset Management plc ("F&C" or the "Company") notes the recent press speculation and confirms that it has received an indicative offer from BMO Financial Group ("BMO") of 120 pence in cash per ordinary share (the "Offer Price") for the entire issued and to be issued ordinary share capital of F&C (the "Possible Offer"). In addition, F&C shareholders will be entitled to receive and retain an ordinary course dividend of 2 pence per F&C share for the financial year ended 31 December 2013.
F&C and BMO are in advanced discussions about the details of the Possible Offer and the Board of F&C has indicated to BMO that it is likely to recommend a firm offer at the Offer Price.
This announcement does not amount to an announcement of a firm intention to make an offer and there can be no certainty that an offer will be made. This announcement has been made with the consent of BMO.
In accordance with Rule 2.6(a) of the Code, BMO must, by not later than 5.00 p.m. on 24 February 2014, either announce a firm intention to make an offer for F&C in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel (the "Panel") in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 2.10 of the Code, F&C confirms that as at the date of this announcement, it has in issue 581,035,337 shares of 0.1p nominal value each. The International Securities Identification Number (ISIN) of the shares is GB0004658141.
In accordance with Rule 30.4 of the Code, a copy of this announcement will be available on F&C's website at www.fandc.com.
A further announcement will be made in due course.
F&C Tel: +44 (0)20 7628 8000
J.P. Morgan Cazenove (Financial Advisor and Corporate Broker to F&C) Tel: +44 (0)20 7742 4000
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any Offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any Offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
J.P. Morgan Limited is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Securities plc is authorised in the United Kingdom by the PRA and regulated by the FCA and the PRA. J.P. Morgan Limited and J.P. Morgan Securities plc, conduct their UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"). J.P. Morgan Cazenove is acting as financial advisor and broker exclusively for F&C and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than F&C for providing the protections afforded to clients of J.P. Morgan Cazenove, nor for providing advice in relation to any matter referred to herein.
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