This announcement is not for release, publication or distribution, directly or
indirectly, in or into the United States, Canada, South Africa, Australia,
Japan or any jurisdiction in which the same would be unlawful. This
announcement is not an offer of securities in the UK, United States, Canada,
South Africa, Australia, Japan or any jurisdiction in which the same would be
unlawful.
Syndicate Asset Management plc
("Syndicate" or "the Company")
Publication of Prospectus and Notice of General Meeting
Further to the Company's announcement on 28 September 2009, the Company will
today publish the Prospectus in connection with its proposed issue of
500,000,000 Ordinary Shares pursuant to the Placing and 647,707,648 Ordinary
Shares under the Open Offer at an issue price of 1.5 pence per Ordinary Share.
The Prospectus will be posted to Shareholders along with the Application Form
for use in connection with the Open Offer and the Form of Proxy for use in
connection with the General Meeting referred to below.
Timetable of Principal Events
The following timetable sets out the expected timing of principal events. It is
subject to change and any such change will be notified via a regulatory
information service.
2009
Record Date for the Open Offer 25 September
Date that shares were marked ex-entitlement by the 28 September
London Stock Exchange
Publication and posting of the prospectus, and the 12 October
non-CREST Application Form
Open Offer Entitlements credited to CREST stock 13 October
accounts of Qualifying CREST Shareholders
Recommended last time for requesting withdrawal of 4.30 p.m. on 23 October
Open Offer Entitlements from CREST (i.e. if your
Open Offer Entitlements are in uncertificated form
and you wish to convert them into certificated form)
Latest time for depositing Open Offer Entitlements 3.00 p.m. on 26 October
into CREST
Latest time and date for splitting of Application 3.00 p.m. on 26 October
Forms (to satisfy bona fide market claims only)
Latest time and date for receipt of Forms of Proxy 3.00 p.m. on 27 October
Latest time and date for receipt of CREST Proxy 3.00 p.m. on 27 October
Instructions
Latest time and date for receipt of completed 3.00 p.m. on 28 October
Application Forms and payment in full under the Open
Offer or settlement of the relevant CREST
instruction
Annual General Meeting 2.00 p.m. on 29 October
General Meeting 3.00 p.m. on 29 October
Admission and dealings in New Ordinary Shares 8.00 a.m. on 30 October
commence
CREST member's accounts to be credited in respect of 8.00 a.m. on 30 October
the New Ordinary Shares in uncertificated form
Definitive share certificates dispatched for New 13 November
Ordinary Shares in certificated form
Publication of the Prospectus
Two copies of the Prospectus dated 12 October 2009 will be submitted to the UK
Listing Authority and will be available for inspection at the UK Listing
Authority's Document Viewing Facility situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
In accordance with Rule 26 of the AIM Rules for Companies, the Prospectus will
be available at the Company's website www.syndicateplc.com.
Defined terms used in this announcement shall have the same meaning as ascribed
to them in the Company's Prospectus dated 12 October 2009.
For further information:
Syndicate Asset Management plc
David Pinckney (Chairman) Tel: 020 7659 8060
Jonathan Freeman (Group CEO)
Cenkos Securities plc
Stephen Keys/Julian Morse Tel: 020 7397 8900
GTH Communications
Toby Hall/Christian Pickel Tel: 020 7153 8039
Cenkos Securities plc, which is authorised and regulatedby the Financial
Services Authority, is acting for Syndicate Asset Management plcand no oneelse
in connection with the matters referred to in this announcement and will not be
responsible to anyone other than Syndicate Asset Managementplc for providing
the protections afforded to its customers or for providing advice to any other
person in relation to the matters referred to in this announcement.
This announcement does not constitute or form part of any offer or invitation
to sellor issue, or any solicitation of any offer to acquire, purchase or
subscribe for any securities. Any such offer or invitation will be made solely
by means of the prospectus to be published by theCompany in due course. This
announcement has not been examined or approved by the FSA or the London Stock
Exchange or any other regulatory authority. The distribution for this
announcement in certain jurisdictions may be restricted by law and therefore
persons into whose possession this announcement comes should inform themselves
about and observe any suchrestrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction. This announcement is not a prospectus and any purchase of or
application for shares in the Placing and the Open Offer should only be made on
the basis of information contained in the formal prospectus to be issued in
connection with the Placing and the Open Offer and any supplement thereto,
copies of which will be made available at the Company's registered office: 7
Hanover Square, London W1S 1HQ.
This announcement and the information contained herein does not constitute an
offer tosell, exchange or transfer any securities of the Company and is not
soliciting an offer to purchase, exchange or transfer such securities in any
jurisdiction where the offer,sale, exchange or transfer is not permitted or to
any person or entity to whom it is unlawful to make that offer, sale, exchange
or transfer.
No decision as to whether to invest or purchase securities in the Company
should be made on the basis of the information contained in this announcement.
Any decision to subscribe for Open Offer Shares in the Open Offer should be
made only the basis of the information contained in the Prospectus and not in
reliance on the information contained in this announcement.
This announcement and the information contained herein are not an offer for
sale of securities in or into the United States,Canada, South Africa,
Australia, Japan or in any other jurisdiction and the information contained
herein is not for publication or distribution in or into the United States,
Canada, South Africa, Australiaor Japan or any other jurisdiction where the
same wouldbe unlawful. The securities referred to herein have not been and will
notbe registered under the U.S. Securities Act of 1933 (the "Act"), as amended,
and may not be offered or sold in the United States or to or for the account or
benefit of US persons (as such term is definedin Regulation S under the Act)
absent registration under the Act or an availableexemptionfrom registration. No
public offering of the securities referred to herein will be made in the United
States. The shares referred to herein may not, directlyor indirectly, be
offered, sold, taken upor delivered in, into or from Australia, Canada, Japan
or the Republic of South Africa or in any other jurisdiction where the same
would be unlawful.
Certain statementsin this announcement are forward looking statements. By their
nature, forward looking statements involve a number of risks, uncertainties and
assumptions because they relate to events and/or depend on circumstances that
may or may not occur in the future and could cause actual results to differ
materially from those expressed in, or implied by, the forward
lookingstatements. These include, among other factors: the effects of continued
or increasing volatility in international financial markets, economic
conditions both internationally and in individual markets in which
Syndicateoperates, and other factors affecting the level of Syndicate's
business activities and the costs and availability of future financing for its
activities. These and other factors could adversely affect the outcome and
financial effects of the plans and events described herein. Forward looking
statements contained in this announcement based on past trends or activities
should not be taken as a representation that such trends or activities will
continue in the future. Subject to any requirement under the AIM Rules for
Companies, neither the Company nor Cenkos Securities plc undertakes any
obligation to update or revise any forwardlooking statements, whether asa
result of new information, future events or otherwise. You should not place
undue reliance on forward looking statements, which speak only as of the date
of this announcement.
This announcement isnot for release, publication ordistribution,directly or
indirectly, in or into the United States, Canada, South Africa, Australia,
Japan or any jurisdiction in which the same would be unlawful.