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UK Mortgages Ltd - Final Publication of Circular

03/03/2022 | 09:17am



Capitalised terms used in this announcement, unless otherwise defined, have the same meanings as set out in the circular of UK Mortgages Limited (the “Company” or “UKML”) dated 3 March 2022 (the “Circular”).

               3 March 2022


(a closed-ended investment company incorporated with limited liability under the laws of Guernsey with registration number 60440 and registered as a Registered Closed-ended Collective Investment Scheme with the Guernsey Financial Services Commission. LEI: 549300388LT7VTHCIT59)

Circular to Shareholders and Notice of Extraordinary General Meeting relating to Proposed Merger with TwentyFour Income Fund Limited

On the 8 February 2022 the Board of the UKML announced that it had agreed with TwentyFour Income Fund Limited (“TFIF”) the terms of a proposed merger to be effected by way of scheme of reconstruction of the UKML, consisting of the winding-up of the UKML, the transfer of UKML’s assets to TFIF and the issue of New TFIF Shares to UKML Shareholders (the “Proposals”).

Following this announcement, the Board today announces the publication of the Circular relating to the Proposals and notice of the Extraordinary General Meeting to be held on 18 March 2022.

Chris Waldron, Chairman, commented:

“We are pleased to put forward details of the proposed merger with TwentyFour Income Fund Limited, which has been well received since its announcement. The Board unanimously recommends that UKML Shareholders vote in favour of all of the Resolutions to be proposed at the Extraordinary General Meeting.”

Background to the Proposals

Following UKML’s rejection of an indicative third-party bid approach in August 2020 and the strategic review subsequently conducted by the Board, on 4 December 2020, UKML Shareholders overwhelmingly approved proposals (the “2020 Proposals”) under which the Company would continue operating as a publicly traded company under a revised mandate offering increased focus on enhancing liquidity and returns whilst continuing to seek to narrow the share price discount to NAV.

The measures set out in the 2020 Proposals were successfully implemented and UKML Shareholders have consequently benefited from two returns of capital for an aggregate of approximately £40 million, increasing portfolio income returns such that the Board has been able to declare an increased quarterly dividend and provide guidance indicating the potential for increased dividends in respect of the next Company financial year, and an improved share price which immediately prior to the announcement of the Proposals represented a narrowed discount of approximately 8 per cent. to the Company’s last published NAV.

Additionally, the 2020 Proposals introduced certain protections for UKML Shareholders, namely that if the UKML Shares (i) trade at a discount of 5 per cent. or wider to the prevailing NAV in the period of 20 Business Days preceding any Board consideration of a refinancing of a Mortgage Securitisation, then the Board will not approve such refinancing and instead will pursue a realisation with the net proceeds intended to be returned to UKML Shareholders; and (ii) if the UKML Shares are not trading at an average price per UKML  Share which is equal to or above the most recent published NAV in the period of 20 Business Days preceding 4 December 2022, the Board intends to place the Company into a managed wind down.

In late 2021 the Company received a preliminary non-binding approach from TFIF regarding the potential for a merger of the two companies. The Board considered this approach against the background outlined above, namely that while a number of issues faced by the Company had been addressed to which the share price had responded positively, other challenges remained including a persistent share price discount to NAV which may have triggered the UKML Shareholders’ protections discussed above, a market capitalisation of only approximately £130 million, and modest liquidity in the trading of the UKML Shares.

After a negotiation process the Board concluded that the interests of UKML Shareholders would be best served if the Company pursued the proposed merger into a single entity. The Board consulted with a number of major shareholders, received strong levels of support for the proposed merger, and announced the Proposals on 8 February 2022.

Both UKML and TFIF believe that the Proposals remain attractive, despite the change to the global economic environment caused by Russia’s invasion of Ukraine, and have today undertaken to proceed to implementing the Proposals, subject to UKML Shareholders’ approval and certain other conditions. In order to provide enhanced certainty for both UKML and TFIF of transaction terms against current uncertainty and potential volatility, the proposed terms of the Scheme involve the Acquisition Value and the TFIF Issue Price being substantively fixed as at 31 January 2022.

Benefits of the Proposals

The Directors consider that the Proposals should have the following benefits for UKML Shareholders, as investors in TFIF following its merger with UKML:

(i)            Creating a market leading listed credit fund in TFIF:

?             TFIF should benefit from a strengthened market position due to greater scale and the combined asset management and securitisation expertise within TwentyFour;

?             The expected enlarged size of TFIF is approximately £715m of NAV;

?             11 investment professionals of TwentyFour will be focussed on TFIF;

?             TFIF Shares are admitted to the premium segments of the Official List and the Main Market;

(ii)           Combining complementary portfolios with attractive characteristics:

?             The Proposals enable UKML Shareholders to retain access to UKML’s stable income-generating assets, previously underwritten by TwentyFour, within TFIF’s broader investment policy, which principally provides floating rate exposure, has greater diversity in its sources of income, and has a proven track record; TFIF has had an annualised total NAV return of 7.5 per cent. since launch;

?             TFIF’s evolving strategy seeks the yield premium from lower liquidity, recognising that sourcing attractive risk-adjusted returns has become more challenging.  The acquisition of UKML’s portfolio assets is therefore consistent with TFIF’s investment approach;

(iii)          Enhanced return profile:

?             Earnings from the combined portfolios of UKML and TFIF are expected to be a strong underpin to TFIF’s annual dividend target of at least 6p[1] per TFIF Share. The estimated gross-to-market yield of the combined portfolio is approximately 8.3 per cent.;

?             The merger of UKML and TFIF is expected to be NAV accretive over the medium term;

(iv)          Access to high quality counterparties:

?             TFIF will be well placed to capitalise on UKML’s counterparty relationships across the asset-backed securities market;

?             The combined management teams within TwentyFour will have a consolidated focus on origination;

(v)           Increased liquidity with a more diverse shareholder register:

?             Increased liquidity is expected in the secondary market given TFIF’s greater scale and anticipated increased weighting in the FTSE indices;

?             TFIF will achieve a high quality and more diverse shareholder register with scope to appeal to a broader universe of potential investors;

?             UKML Shareholders will have the potential to benefit from TFIF’s realisation opportunity in Q4 of 2022, and at three yearly intervals thereafter;

(vi)          Synergies expected to create value for UKML Shareholders:

?             Cost efficiencies and economies of scale are expected as a result of the Proposals;

?             TFIF is expected to maintain an attractive ongoing charges ratio over time;

(vii)         Compelling value proposition:

?             Significant uplift in market value for UKML Shareholders, currently estimated at 11.4 per cent. compared with the market price per UKML Share immediately prior to announcement of the Proposals. This expected uplift results from the elimination of UKML’s share price discount to NAV and the competitive Acquisition Value as described below in paragraph 5 of Part 1 of the Circular;

(viii)        Transaction structured to defer potential tax liability:

?             The mechanics of the Scheme are designed with the intention of allowing certain UKML Shareholders subject to UK tax to continue to receive investment returns without triggering an immediate liability to capital gains tax (UKML Shareholders should read paragraph 1 of Part 5 of the Circular carefully and should consult their own tax advisers as to the advantages or otherwise of the Proposals);

(ix)          Attractive alternative to returning further capital and/or managed wind down:

?             If UKML is unable to narrow its discount in the short term, UKML will, due to the UKML Shareholders’ protections outlined in the 2020 Proposals referred to above, need to consider its options for the future. A sale of UKML’s assets is likely to mean that UKML would cease to have access to the high-quality assets and counterparties in the current UKML portfolio in the future; and

?             The illiquid nature of UKML’s assets means that any managed wind-down is likely to be a drawn-out process as accelerated portfolio sales may not maximise value.

The figures set out in this paragraph “Benefits of the Proposals” are provided for illustrative purposes, are estimates only and are based on current market conditions and information and estimates available to the Company as at the date of the Circular and are not profit forecasts. Where illustrative figures are provided relating to the position of UKML Shareholders and/or TFIF following implementation of the Proposals, they assume that the calculation date of the Scheme had been 1 March 2022. There can be no assurance that these estimates will be met and specifically the market value of TFIF Shares, UKML Shares and UKML’s costs in relation to the Proposals and the Scheme may change, potentially materially, up to the Effective Date. The Acquisition Value and TFIF Issue Price have been substantively fixed in order to provide enhanced certainty for both UKML and TFIF of transaction terms against current uncertainty and potential volatility following Russia’s invasion of Ukraine; however this means that any increase or decrease in asset values of either UKML or TFIF after 31 January will not be reflected in any adjustment to UKML Shareholders’ entitlements under the Scheme.

In addition, these estimates should not be taken as an indication of TFIF’s expected or actual current or future results. TFIF’s actual results, profits and dividends paid will depend upon a number of factors, including but not limited to TFIF’s net income and TFIF’s ongoing costs, expenses and charges. UKML Shareholders should decide for themselves whether or not returns are reasonable and achievable.

TwentyFour Income Fund Limited

TFIF is a registered closed-ended collective investment scheme under the Protection of Investors (Bailiwick of Guernsey) Law 2020, as amended and the Registered Collective Investment Scheme Rules 2021 made thereunder.

TFIF has a single class of ordinary shares in issue, the TFIF Shares, which are listed on the premium segment of the Official List and are admitted to trading on the premium segment of the Main Market.

TFIF is registered with the GFSC. It is not regulated by the FCA, but is subject to the Listing Rules applicable to closed-ended collective investment funds and the Disclosure Guidance and Transparency Rules.

TFIF’s investment objective is to generate attractive risk adjusted returns principally through income distributions. TFIF invests in a diversified portfolio of predominantly UK and European Asset Backed Securities. 

TFIF’s assets are managed by TwentyFour, which is also the manager of the Company. TwentyFour is an FCA-regulated specialist in fixed income, founded in 2008, headquartered in the City of London and a boutique of the Swiss based Vontobel Group. As at 31 December 2021, TwentyFour had assets under management of £23 billion and it employed 32 investment professionals.

Subject to and in accordance with the TFIF Articles, TFIF Shareholders have an opportunity to elect to realise all or part of their TFIF Shares at three yearly intervals, or, alternatively, continue their investment in TFIF with the next realisation opportunity due to take place in the third quarter of 2022. As such, UKML Shareholders would have the opportunity to make Realisation Elections later this year.

As at the Latest Practicable Date, TFIF had unaudited net assets of approximately £568 million, a market capitalisation of approximately £564 million and the NAV per TFIF Share (unaudited) was 111.77p.

TFIF has delivered a strong performance for the TFIF Shareholders since its launch on 6 March 2013:

(i)            NAV total return from launch to close of business on the Latest Practicable Date was 92.2 per cent., or 7.53 per cent. per annum, comparing favourably with TFIF’s target annual total return of 6 to 9 per cent. per annum;

(ii)           Income return has been ahead of TFIF’s targets at launch. TFIF targets a dividend of at least 6p per UKML Share, and has exceeded that target since launch; and  

(iii)          TFIF Shares have predominantly traded at a premium or at a small discount to NAV since its launch, TFIF’s average premium since launch being 2.1 per cent.. There can be no assurance that TFIF Shares will trade at a premium in the future.

Further information on TFIF is set out in Part 3 of the Circular and in the TFIF Prospectus. Please note that the Board does not take any responsibility for the contents of the TFIF Prospectus.

Summary of the terms of the Scheme

Appropriation of the Company’s assets into two pools

On or shortly after the Calculation Date, the Board, in consultation with the proposed Liquidators, shall finalise the division of the Company’s undertaking, cash and other assets into two separate and distinct pools (the Liquidation Pool and the Rollover Pool), as follows:

?             First, there shall be appropriated to the Liquidation Pool such cash and other net current assets of the Company of a value sufficient to meet the outstanding current and future liabilities, including contingent liabilities of the Company, all costs of the Company relating to the Proposals and the Scheme and a Retention to meet unknown and unascertained liabilities of the Company. The Company has signed a deed of termination with TwentyFour and the AIFM in relation to the Portfolio Management Agreement under which the parties have agreed that (i) the Portfolio Management Agreement will terminate with effect from the Calculation Date and consequentially all management fees and expenses accrued up to the Calculation Date will become due and payable to TwentyFour; and (ii) TwentyFour will not receive any payment in lieu of notice. 

?             Second, there shall be appropriated to the Rollover Pool the balance of the undertaking, cash and other assets of the Company remaining after the appropriation of the Liquidation Pool referred to above.

Financial terms

TFIF will acquire the assets comprising the Rollover Pool. The proposed acquisition value of the Rollover Pool is an amount equivalent to 84p per UKML Share less the aggregate of:

(a) the Company’s costs relating to the Proposals and the Scheme; and

(b) the Retention,

(the net value being defined as the “Acquisition Value”).

The acquisition will be satisfied through the issuance to UKML Shareholders of New TFIF Shares at a price representing a 1.25 per cent. premium to the NAV per TFIF Share as at 31 January 2022 (the “TFIF Issue Price”). The Acquisition Value and the number of New TFIF Shares to be issued in exchange for the Rollover Pool will be calculated as at the Calculation Date, as described in detail in paragraph 6 of Part 2 of the Circular.

The Company:

?             does not intend to declare any further dividends on the UKML Shares. New TFIF Shares will be entitled to receive all dividends declared by TFIF with a record date subsequent to the Calculation Date. It is anticipated that the first dividend payable on the New TFIF Shares will be the fourth interim dividend for TFIF’s financial year ending 31 March 2022 which is expected to be paid in April 2022; and

?             has undertaken not to take any action or omit to take any action that would cause a reduction in the NAV of the Company, other than in the ordinary course of its business.

Costs of the Proposals

The Company and TFIF have each agreed to bear their own costs in relation to the Proposals and the Scheme as detailed in paragraph 3.1 of Part 2 of the Circular.

In the event that the Proposals do not proceed, each of TFIF and the Company will bear its own costs incurred in connection with the Proposals, save as set out in Part 4 of the Circular.

Acquiring Entity Reorganisation

The Scheme is conditional on the implementation of a reorganisation of the Acquiring Entity, which will involve (inter alia) (i) the redemption of the Participating Notes issued to UKML by the Acquiring Entity and the issue of new Participating Notes and bonds that will be transferred to TFIF pursuant to the Scheme; and (ii) certain changes to the portfolio advisory agreement between the Acquiring Entity and TwentyFour, in each case to the extent reasonably required by TFIF.

Transfer Date

On the Transfer Date, the cash, undertaking and other assets of the Company comprising the Rollover Pool shall be transferred to TFIF. In consideration for the transfer of the Rollover Pool to TFIF under the Transfer Agreement, the relevant numbers of New TFIF Shares will be allotted to the Liquidators, as nominees for the UKML Shareholders (save for any Restricted Shareholders), who will direct the issuance of the New TFIF Shares in favour of those UKML Shareholders entitled to them in accordance with the Scheme. On such direction, TFIF will issue the New TFIF Shares to the UKML Shareholders entitled to them.

To the extent that any part of the Liquidation Pool is not subsequently required to discharge the Company’s liabilities, it will be distributed in cash to all UKML Shareholders (in each case being those UKML Shareholders on the Effective Date in proportion to their respective holdings of UKML Shares on the Effective Date) provided that if any such amount payable to any UKML Shareholder is less than £5.00, it shall not be paid to UKML Shareholders but instead shall be paid by the Liquidators to the Nominated Charity. The Liquidators will also be entitled to make interim payments to UKML Shareholders in proportion to their holdings of UKML Shares. The Liquidators shall only make such distribution if there is sufficient cash available and if the Liquidators are of the view that it is cost effective to make an interim distribution. UKML Shareholders should therefore keep the Registrar advised of any changes to their details after the Effective Date.

Conditions to the Scheme

The Scheme is conditional upon, amongst other things:

(i)            the passing of the Resolutions to be proposed at the Extraordinary General Meeting, or any adjournment of the Extraordinary General Meeting, and all conditions to such Resolutions (excluding any condition relating to the passing of any other Resolution) being fulfilled;

(ii)           the FCA agreeing to admit the New TFIF Shares to the premium segment of the Official List and the London Stock Exchange agreeing to admit the New TFIF Shares to trading on the premium segment of the Main Market, subject in each case only to issue;

(iii)          implementation of the DAC Reorganisation;

(iv)          there not having been any Material Adverse Change prior to the Effective Date; and

(v)           the Company being in compliance with its undertaking not to take any action or omit to take any action that would cause a reduction in the NAV of the Company, other than in the ordinary course of its business,

provided that the Company and TFIF may agree in writing to waive fulfilment of any of the above conditions.

In the event that any of the Resolutions are not passed or any other condition of the Proposals is not met, the Proposals will not be implemented.  In that event, the Company would continue as presently constituted and specifically:

(i)            cognisant of the first of the UKML Shareholder protections described above, the Board currently intends that it would pursue a realisation of the equity notes in Barley Hill No. 2 PLC acquired by the Company as a part of the refinancing of Barley Hill No. 1 PLC of which its noteholders were notified on 8 February 2022; and

(ii)           the Company will continue to be subject to the shareholder protection described in the November 2020 Circular, namely the steps described at (i) above, and (ii) if the UKML Shares are not trading at an average price per UKML Share which is equal to or above the most recent published NAV in the period of 20 Business Days preceding 4 December 2022, the Board intends to place the Company into a managed wind down.

Entitlements under the Scheme

Under the Scheme, each UKML Shareholder on the Register on the Record Date will receive such number of New TFIF Shares (rounded down to the nearest whole number of TFIF Shares) as have a value at the TFIF FAV per Share equal to the number of UKML Shares held by the UKML Shareholder multiplied by the Acquisition Value per UKML Share.

For illustrative purposes only, had the Calculation Date been 1 March 2022:

(i)            the Acquisition Value per UKML Share would have been approximately 83.32p;

(ii)           the TFIF Issue Price would have been 114.21p;

(iii)          the aggregate number of New TFIF Shares issued to UKML Shareholders would have been approximately 130.4 million and therefore the number of New TFIF Shares issued per UKML Share would have been 0.7296;

(iv)          the estimated NAV of the New TFIF Shares to be issued per UKML Share would have been 81.64p, which would have represented an uplift of 1.1 per cent. compared with the last published NAV per UKML Share as at 31 December 2021; and

(v)           the market value of the New TFIF Shares to be issued would have been 80.98p per UKML Share, which would have represented an uplift of 11.4 per cent. compared with the closing market price per UKML Share immediately prior to the announcement of the Proposals.

The above figures are for illustrative purposes only and do not represent forecasts. The market value of TFIF Shares, UKML Shares and UKML’s costs in relation to the Proposals and the Scheme may materially change up to the Effective Date. For details of the Scheme, please refer to Part 2 of the Circular.

The attention of Overseas Shareholders and UK registered UKML Shareholders that hold Shares on behalf of non-UK based investors is drawn to the section headed “Overseas and Restricted Shareholders” in paragraph 12 of Part 1 of the Circular.

Risk Factors

Please refer to Part 4 of the Circular for an overview of the relevant risk factors.

In light of the uncertainty in the global economic environment caused by Russia’s invasion of Ukraine, UKML Shareholders are recommended when assessing whether to vote in favour of the Resolutions to continue to monitor these risk factors and also consider additional risks that may emerge or become material. If any UKML Shareholders are in any doubt about the contents of the Circular or as to the action they should take, they should immediately seek their own personal financial advice from an appropriately qualified independent adviser.

Extraordinary General Meeting

An Extraordinary General Meeting is being convened at 10.30 a.m. on Friday, 18 March 2022 at the offices of Northern Trust International Fund Administration Services (Guernsey) Limited, Trafalgar Court, Les Banques, St. Peter Port, Guernsey, Channel Islands GY1 3QL to consider and, if thought fit, pass the Resolutions, as set out in full in the Notice of EGM at the end of the Circular.

At the Extraordinary General Meeting resolutions will be proposed, on which all UKML Shareholders may vote, which, if passed, will:

?             authorise the implementation of the Scheme by the Liquidators, once appointed; and

?             appoint the Liquidators and place the Company into liquidation.

Each of the Resolutions will be proposed as a special resolution, requiring not less than 75 per cent. of the votes cast at the Extraordinary General Meeting to be in favour of it in order for it to be passed.

The Company will only implement the Proposals if the Resolutions are passed at the Extraordinary General Meeting.

UKML Shareholder intentions

UKML Shareholders holding an aggregate of approximately 47 per cent. of the UKML Shares provided written indications of voting support for the Scheme prior to the Company’s announcement of the Proposals on 8 February 2022.

Expected Timetable

Date and time from which it is advised that dealings in UKML Shares will be for cash settlement only and immediate delivery of documents of title 6.00 p.m. on 15 March
Latest time for receipt of Form of Proxy from UKML Shareholders for use at the Extraordinary General Meeting 10.30 a.m. on 16 March
Record date for entitlements under the Scheme close of business on 17 March
UKML Shares disabled in CREST close of business on 17 March
Calculation Date close of business on 18 March
Trading in the UKML Shares suspended 7.30 a.m. on 18 March
Extraordinary General Meeting 10.30 a.m. on 18 March
Effective Date for implementing the Scheme 18 March
Publication date of the Acquisition Value per UKML Share and the TFIF Issue Price 23 March
Date of transfer of Rollover Pool to TFIF 24 March
Admission of the New TFIF Shares issued under the Scheme to the Official List and to trading on the London Stock Exchange, and dealings in the New TFIF Shares commence 8.00 a.m. on 24 March
CREST accounts credited with the New TFIF Shares issued under the Scheme 24 March
Share certi?cates in respect of the New TFIF Shares issued under the Scheme expected to be despatched week commencing 28 March


(1)          References to times in the expected timetable above are to London times unless otherwise specified.

(2)          All times and dates may be adjusted by the Company. Any material changes to the timetable will be notified via a RIS.


Chris Waldron, Chairman
Via Numis

Financial Adviser and Corporate Broker
Nathan Brown / Vicki Paine
Tel: 020 7260 1000

Northern Trust International Fund Administration Services (Guernsey) Limited
Company Secretary
Tel: 01481 745001


The Scheme will be subject to certain conditions, which if not satisfied or waived, will mean that the Scheme will not proceed.  Nothing in this announcement shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

UKML's shareholders or prospective investors should not base any financial decision on this announcement.  Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.  Persons considering making investments should consult an authorised person specialising in advising on such investments.  This announcement does not constitute a recommendation concerning shares in either TFIF or UKML. The value of shares can decrease as well as increase.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice (ii) a representation that any investment or strategy is suitable or appropriate to individual circumstances or (iii) a personal recommendation.

Numis Securities Limited (“Numis”), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (“FCA”), is acting for TFIF and UKML and for no one else in connection with the Scheme and will not regard any other person as its client and will not be responsible to anyone other than TFIF or UKML for providing the protections afforded to clients of Numis or for advising any such person in connection with the contents of this announcement or the Scheme.

This announcement does not constitute an offer or solicitation to acquire or sell any securities in TFIF or UKML. This announcement is not for distribution in or into the United States or to any US Person, Australia, Canada, Japan, New Zealand, the Republic of South Africa, any European Economic Area state or any other jurisdiction in which its distribution may be unlawful. A “US Person” is any person who is not a “Non-United States Person” as defined in US Commodity Futures Trading Commission Rule 4.7. This announcement is not an offer of securities for sale in the United States or elsewhere. The securities of TFIF or UKML have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. TFIF and UKML have not been and will not be registered under the US Investment Company Act of 1940, as amended, and investors are not entitled to the benefits of that Act. There has not been and there will be no public offering of UKML's securities in the United States.

Forward looking statements

The information contained in this announcement regarding the Scheme, and other information published by UKML may contain certain ‘forward-looking statements’.  For example, statements containing words such as ‘may’, ‘will’, ‘should’, ‘continue’, ‘aims’, ‘estimates’, ‘projects’, ‘believes’, ‘intends’, ‘expects’, ‘plans’, ‘pursues’, ‘seeks’, ‘targets’ and ‘anticipates’, and words of similar meaning or the negative thereof, may be forward-looking.  By their nature, all forward-looking statements involve risk and uncertainty because they are based on information available at the time they are made, including current expectations and assumptions, and relate to future events and circumstances which may be or are beyond UKML's control, including among other things statements relating to the expected benefits of the proposed Scheme.

TFIF's actual future financial condition, performance and results may differ materially from the plans, goals, strategy and expectations set forth in the forward-looking statements and undue reliance should not be placed on forward-looking statements.  Except to the extent otherwise required by applicable law, none of UKML or TwentyFour are under any obligation to update any of the forward-looking statements contained in this announcement or any other forward-looking statements they may respectively make. Past performance is not an indicator of future results and unless expressly stated otherwise, no statement contained or referred to in this announcement is intended to be a profit forecast, estimate or projection of TFIF's or UKML’s future results.

Any shareholder action required in connection with the proposed Scheme will only be set out in documents sent to or made available to UKML's shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.

[1] This figure is indicative and based on TwentyFour modelling

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