NSAM New Star

 

TIDMNSAM 
 
RNS Number : 0591M 
New Star Asset Management Group PLC 
22 January 2009 
 

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. 
 
 
 
 
22 January 2009 
 
 
New Star Asset Management Group PLC ("New Star" or the "Company") publishes 
shareholder circular in connection with proposed de-listing from the Official 
List and the London Stock Exchange 
 
 
On 3 December 2008, New Star announced that it had reached agreement in 
principle with its bank syndicate on the terms of a proposed capital 
restructuring of New Star including a proposal to cancel the admission of its 
ordinary shares ("Ordinary Shares") to the Official List of the UK Listing 
Authority ("Official List") and to trading on the London Stock Exchange's market 
for listed securities (the "De-listing"). 
 
 
New Star is today posting a circular to its shareholders in connection with the 
De-Listing (the "Circular") setting out the background to and reasons for, and 
seeking shareholders' approval of, the De-listing. Full details of the final 
terms of the capital restructuring (the "Restructuring"), which will require 
separate shareholder approval, will be set out in a subsequent circular to be 
published by New Star on or shortly after the effective date of the De-listing. 
However, to assist shareholders to understand the implications of the De-listing 
in the context of the proposed Restructuring, details of the Restructuring, 
summarised in the appendix to this announcement, will also be set out in the 
Circular. 
 
 
New Star's board of directors (the "Board") is actively pursuing possible 
alternatives to the Restructuring with third parties, including an offer for the 
Company or a sale of the Company's business, but there can be no certainty that 
any such alternative transaction will be forthcoming, nor whether any such 
transaction (if forthcoming) would lead to a significant return, if any, to 
Shareholders or whether any such offer (if made) would be at or above GBP0.0293 
per Ordinary Share (being the closing price of an Ordinary Share on 9 January 
2009, the last trading day prior to the Company entering into an offer period). 
Accordingly, New Star's Board is committed to and continues to pursue the 
proposed Restructuring. 
 
 
It is a condition of the implementation of the Restructuring that De-listing has 
occurred. It is unlikely that the Company would, in any event, meet the 
qualifications for continued participation on the Official List following 
completion of the Restructuring. Accordingly, the Board has concluded that the 
Company should seek to implement the Restructuring as an unlisted company, which 
means that the Company will not be required to comply with (or incur costs 
associated with complying with) the requirements of the Listing Rules. 
 
 
A general meeting of the Company (the "General Meeting") is to be held at the 
offices of New Star at 1 Knightsbridge Green, London SW1X 7NE at 12 noon on 10 
February 2009 for the purpose of approving the De-listing. New Star's Board 
considers the Restructuring to be in the best interests of the Company and 
Shareholders as a whole and unanimously recommends that Shareholders vote in 
favour of the De-listing at the General Meeting. 
 
 
New Star's directors have irrevocably agreed to vote in favour of the De-listing 
at the General Meeting in respect of their own beneficial holdings of, in 
aggregate, 28,305,499 Ordinary Shares, representing approximately 12.12 per 
cent. of the votes capable of being cast on the De-listing. In addition the 
Company has received irrevocable undertakings to vote in favour of the 
De-listing in respect of, in aggregate, a further 20,418,307 Ordinary Shares, 
representing approximately 8.74 per cent. of the votes capable of being cast on 
the De-listing. 
 
 
Expected timetable of Principal Events 
 
 
+--------------------------------------------+--------------------------+ 
| Latest time and date for receipt of Forms  |    12 noon on 8 February | 
| of Proxy for the General Meeting           |                     2009 | 
+--------------------------------------------+--------------------------+ 
| Date and time of General Meeting           |   12 noon on 10 February | 
|                                            |                     2009 | 
+--------------------------------------------+--------------------------+ 
| Last day of dealings in Ordinary Shares    |             9 March 2009 | 
+--------------------------------------------+--------------------------+ 
| Ordinary Shares cancelled from admission   |  8 a.m. on 10 March 2009 | 
| to the Official List and to trading on the |                          | 
| London Stock Exchange's market for listed  |                          | 
| securities                                 |                          | 
+--------------------------------------------+--------------------------+ 
| Posting of circular in relation to the     |            11 March 2009 | 
| Restructuring                              |                          | 
+--------------------------------------------+--------------------------+ 
 
 
Notes to the expected timetable of Principal Events: 
 
 
(1) If any of the above times and/or dates change, the revised times and/or 
dates will be notified to shareholders by an announcement through the Regulatory 
Information Service of the London Stock Exchange 
 
 
(2) All references in this announcement are to London times 
 
 
(3) The De-listing referred to in the above timetable following the General 
Meeting is conditional upon the De-listing being approved by shareholders at the 
General Meeting 
 
 
Given the current financial position of the New Star group (the "Group") and the 
uncertain nature of financial markets generally, the Board believes that 
proceeding with the Restructuring is the best means currently available to it by 
which the Company can address its financial position, thereby giving greater 
confidence to the Group's clients. If the Restructuring does not proceed for any 
reason, absent any other appropriate alternative becoming available, the Company 
will be unable to comply with its obligations to the Group's lending banks (the 
"Banks") under its various borrowing facilities, unless varied, and the Company 
would immediately enter into further discussions with the Banks. There can be no 
certainty or confidence as to the timing of any outcome of those discussions 
with the Banks, or that the outcome would be positive, and New Star's directors 
therefore believe that, in the circumstances where agreement cannot be reached, 
the Company would be unlikely to be able to continue to trade, although the 
directors currently expect that the Group's fund management subsidiaries would 
continue to trade. 
 
 
The Circular will be available, once published, on the New Star website, 
www.newstaram.com. 
 
 
Copies of the Circular will shortly be available for viewing at the Document 
Viewing Facility of the Financial Services Authority (25 North Colonnade, London 
E14 5HS). 
 
 
Enquiries: 
 
 
Citigate Dewe Rogerson 
 
 
Anthony Carlisle (office) 020 7638 9571 (mobile) 07973 611888 
 
 
 
 
Appendix - summary of the proposed Restructuring 
 
 
On completion of the Restructuring, the Banks have agreed to convert all but 
GBP20 million of the amounts owed to them under the Group's principal borrowing 
facility (whether in respect of principal or interest), the Group's liability 
under the interest rate hedging arrangement and fees owed to certain of the 
Banks under a guarantee facility into: 
 
 
  *  
  *  new Ordinary Shares representing 75 per cent. of the enlarged fully diluted ordinary share capital of the Company following the issue of those Ordinary Shares (excluding, for this purpose, (i) all Ordinary Shares arising from conversion of the Preference Shares and (ii) any B Ordinary Shares (as defined below) issued); and94 million new convertible cumulative redeemable preferences shares ("Preference Shares").
 
 
 
In addition, it has been agreed that warrants over a new class of B ordinary 
shares in the capital of the Company ("B Ordinary Shares"), which once issued 
will represent up to 5 per cent. of the fully diluted ordinary share capital of 
the Company (including all Ordinary Shares arising from conversion of the 
Preference Shares) and up to 6 million new Preference Shares should be made 
available on or following completion of the Restructuring to certain directors 
and employees within the Group. 
 
The Preference Shares, which after the first six months following issue will 
carry an accumulating coupon of 10 per cent. per annum above LIBOR, will (to the 
extent they have not been redeemed earlier) be repayable in cash (both as to 
principal and interest) on 30 June 2013. The Preference Shares shall have, as a 
class, an additional right to receive an annual dividend equal to 0.1 per cent. 
of the Group's audited profit after tax for the year in question (pro rated for 
periods of less than 12 months). On 30 June 2013 the Company may elect to 
convert any outstanding Preference Shares into Ordinary Shares representing up 
to 95 per cent. of the fully diluted Ordinary Shares in issue (excluding the B 
Ordinary Shares and dependent on the level of redemptions of the Preference 
Shares at that time). 
 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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