7th Jul 2005 07:01
Aberdeen Asset Management PLC07 July 2005 NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA. 7th July 2005 ABERDEEN ASSET MANAGEMENT PLC Proposed Acquisition of certain fund management businesses of Deutsche Bank and Rights Issue to raise £215 million Summary Aberdeen Asset Management PLC announces that it has entered into an agreementwith Deutsche Asset Management Group Limited to acquire certain fund managementbusinesses (the "Target Businesses") for a cash consideration as follows: •a premium to net asset value of up to £165 million in respect of the fixed income and open-ended investment company ("OEIC") businesses; •payment on a pound for pound basis for the net asset value of the Target Businesses at completion, expected to be between £35 million and £55 million; and •further deferred payments in respect of the equities and multi-asset businesses of between nil and £45 million, depending on the run-rate management fees of those businesses at 30th June 2006. The actual amount payable for the fixed income and OEIC businesses will dependin part on the run-rate management fees of these businesses at completion. TheAcquisition is being financed by a £215 million fully underwritten Rights Issue. The key benefits of the transaction for Aberdeen are: •The strongly complementary nature of the Target Businesses enables Aberdeen to provide a wider and improved product offering to clients •The Acquisition adds significant scale and broadens Aberdeen's global presence •Application of Aberdeen's efficient operating model to the Target Businesses is expected to deliver strong financial performance •Aberdeen's experienced management team has a proven track record of integrating businesses and is well placed to ensure a smooth transition process •The Acquisition is expected to lead to material earnings enhancement (before any amortisation of intangible assets) from the date of completion and value creation for shareholders Commenting on the acquisition, Martin Gilbert, Chief Executive of Aberdeen,said: "This is a transformational acquisition for Aberdeen. We are acquiring someworld-class businesses that will substantially increase our scale and diversifyour revenue streams. Our strategic position as an independent, focused fundmanager will provide the right platform to release the value inherent in thesebusinesses. The acquisition will enable us to provide a significantly enhancedproduct offering to our clients. We are also well placed to improve theperformance of these businesses working in conjunction with the high qualityteams who will be joining the Group. Applying our efficient operating modelshould result in the acquisition being materially earnings enhancing fromcompletion onwards." JPMorgan Cazenove is acting as financial adviser, broker and sponsor toAberdeen. Bridgewell Securities is acting as co-broker to Aberdeen. The RightsIssue is fully underwritten by JPMorgan on behalf of JPMorgan Cazenove. Enquiries Aberdeen 020 7463 6000Martin GilbertBill Rattray JPMorgan Cazenove 020 7588 2828John PaynterIan HannamRichard LockeJames Wood-Collins Bridgewell Securities 020 7003 3000Ben Money-Coutts Maitland 020 7379 5151Neil BennettFiona Piper A presentation for analysts and institutions will be held at 9.00 a.m. today atthe offices of Aberdeen, at One Bow Churchyard, London EC4M 9HH. This summary should be read in conjunction with the full text of the following announcement. Appendix I sets out the principal terms of the Rights Issue. Appendix II contains a summary of the Acquisition Agreement. Appendix III contains the definitions of certain terms used in this summary and the full announcement. This announcement does not constitute, or form part of, an offer to sell, or thesolicitation of an offer to subscribe for or buy any of the New Ordinary Sharesto be issued or sold in connection with the Rights Issue. Any decision to investin the New Ordinary Shares should only be made on the basis of information inthe Circular which will contain further details relating to the Rights Issue,the Acquisition and Aberdeen and which is expected to be issued shortly. Inaddition, the Circular will contain a notice convening an Extraordinary GeneralMeeting. JPMorgan Cazenove, which is authorised and regulated in the United Kingdom by The Financial Services Authority, is acting exclusively for Aberdeen and for noone else in relation to the Acquisition and Rights Issue and will not beresponsible to anyone other than Aberdeen for providing the protections affordedto customers of JPMorgan Cazenove or for providing advice in relation to theAcquisition and Rights Issue or on any matter referred to herein. Bridgewell Securities, which is authorised and regulated in the United Kingdomby The Financial Services Authority, is acting as co-broker to Aberdeen inrelation to the matters described in this document and is not acting for anyother person and will not be responsible to any other person for providing theprotections afforded to customers of Bridgewell Securities nor for advisingthem on the contents of this document or any other matter in relation to theAcquisition and Rights Issue. The contents of this announcement have been approved by JPMorgan Cazenove forthe purposes of section 21(2)(b) of the Financial Services and Markets Act 2000. The release, publication or distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this announcement is released, published or distributedshould inform themselves about and observe such restrictions. This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to subscribe for or buy any securities, nor thesolicitation of any vote or approval in any jurisdiction, nor shall there be anysale, issue or transfer of the securities referred to in this announcement inany jurisdiction in contravention of applicable law. These written materials are not an offer of securities for sale in the UnitedStates. Securities may not be offered or sold in the United States absentregistration under the US Securities Act of 1933 (the "US Securities Act") oran exemption therefrom. Aberdeen has not and does not intend to register any ofthe Nil Paid Rights, Fully Paid Rights or New Ordinary Shares under the USSecurities Act. The Nil Paid Rights, Fully Paid Rights and New Ordinary Shareswill not be offered or sold to the public in the United States. Persons needing advice should consult an independent financial adviser. Certainstatements made in this announcement are forward-looking statements. Theseforward-looking statements speak only as at the date of this announcement. Suchstatements are based on current expectations and, by their nature, are subjectto a number of risks and uncertainties that could cause actual results andperformance to differ materially from any expected future results or performanceexpressed or implied by the forward-looking statement. The information andopinions contained in this announcement are subject to change without notice andthe Company assumes no responsibility or obligation to update publicly or reviewany of the forward-looking statements contained herein. NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THEUNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA. 7th July 2005 ABERDEEN ASSET MANAGEMENT PLC Proposed Acquisition of certain fund management businesses of Deutsche Bank and Rights Issue to raise £215 million The Acquisition and Rights Issue Aberdeen Asset Management PLC ("Aberdeen") announces that it has entered into anagreement with Deutsche Asset Management Group Limited ("Deutsche AssetManagement") to acquire certain fund management businesses (the "TargetBusinesses") for a cash consideration as follows: •a premium to net asset value of up to £165 million in respect of the fixed income and open-ended investment company ("OEIC") businesses; •payment on a pound for pound basis for the net asset value of the Target Businesses at completion, expected to be between £35 million and £55 million; and •further deferred payments in respect of the equities and multi-asset businesses of between nil and £45 million, depending on the run-rate management fees of those businesses at 30th June 2006. The actual amount payable for the fixed income and OEIC businesses will dependin part on the run-rate management fees of these businesses at completion. The Acquisition is being financed by means of a fully underwritten Rights Issue.This will be on the basis of: Three New Ordinary Shares for every two Existing Ordinary Shares held on the Record Date at a price of 63 pence per New Ordinary Share. Background to and reasons for the Acquisition Aberdeen's strategy is to grow and diversify its recurring revenue streamsacross a range of asset classes whilst leveraging off the Group's efficient costbase and lean operating model. Aberdeen has consistently pursued this strategythrough both organic growth and a number of successful acquisitions. The Acquisition is consistent with this strategy. It provides the followingbenefits for Aberdeen and its shareholders: •Asset diversification and increased scale •Investment strengths of the two businesses are highly complementary •Acquisition of top quality fixed income businesses in the UK and US •Added depth to product offering •Broadens Aberdeen's mix of assets under management and reduces exposure to equities •Value creation for shareholders •Applying Aberdeen's lean operating model and efficient cost structure to significantly increased group revenues •Exploits Aberdeen's skills and strong track record in integrating businesses •Aberdeen to eliminate much of the Target Businesses' existing overhead - efficiencies will be delivered by outsourcing in accordance with Aberdeen's stated policy •Transaction expected to be materially earnings enhancing (before any amortisation of intangible assets) from the date of completion •Enhanced financial strength •Rights issue will reduce Aberdeen's gearing •Consistent with focus on improving balance sheet strength The Acquisition also brings the following benefits to the Target Businesses: •Integration into an independent fund management group that is focused on, and committed to, the delivery of investment performance. •Increased client-servicing and institutional distribution capability of the expanded group. Information on the Target Businesses The Target Businesses largely comprise the former Morgan Grenfell AssetManagement operations, which were acquired by Deutsche Bank in 1989. As at 31stMay 2005 the Target Businesses had assets under management of £46.3 billion withannualised run-rate management fees at that date of £119.3 million. For the year ended 31st December 2004, under Deutsche Bank's ownership, theTarget Businesses made losses before tax of £77.2 million. Aberdeen expects tooperate the Target Businesses from a much reduced cost base. As at 31st December2004, the Target Businesses had gross assets of £276.7 million, excludingunit-linked long-term life assurance assets held on the balance sheet. The Target Businesses comprise a global fixed income business, itself made up ofa London-based business ("London Fixed Income") and a Philadelphia-basedbusiness ("Philadelphia Fixed Income"), a UK open-ended investment company("OEIC") business, a London-based UK and global equities business and aLondon-based multi-asset business. The London and Philadelphia Fixed Income businesses enjoy a strong andlong-standing relationship. Both are former Morgan Grenfell businesses and havebeen jointly managing portfolios since 1991. There has been a significantexchange of personnel between the two offices in the past, and it is Aberdeen'sintention to continue to manage the two businesses as one integrated globalfixed income business reporting to Steve Ilott, who will join Aberdeen'sExecutive Committee as Head of Fixed Income. The investment styles and productsare complementary, and both businesses contribute strong domestic products andglobal capabilities, in addition to the jointly-managed products. The two fixedincome businesses together add UK, US, Euro, Global and Emerging fixed incomecapabilities to Aberdeen's Asian and European high yield capabilities. London Fixed Income The London Fixed Income business provides highly-regarded UK, Euro, Global andEmerging fixed income products, managed by a well-respected team. London FixedIncome's investment platform is established so as to generate investmentperformance from credit risk, interest rate risk and currency risk. It has thecapability to use derivatives to generate performance and to manage portfoliosaccording to liability-driven benchmarks. The business follows a team-basedinvestment culture and has more than 200 clients. As of 31st May 2005, the London Fixed Income business had £16.0 billion inassets under management, generating £28.6 million in annualised run-ratemanagement fees. The London Fixed Income business generated net business inflowsof £2.0 billion in 2004. Philadelphia Fixed Income The Philadelphia Fixed Income business provides highly-regarded US investmentgrade fixed income products, managed by a well-respected team with anestablished reputation in the US institutional marketplace and a growingreputation in the US retail market, with a presence on many major brokerageplatforms. The flagship Scudder Fixed Income Fund, managed by the PhiladelphiaFixed Income team, is rated "5-stars" by Morningstar, Inc. The business hasconsistently generated top quartile or better returns, with bottom quartiletracking error, across many of its products. The business follows a distinctivebottom-up, low risk investment approach. The experienced senior management teamleads the disciplined investment process. The business has approximately 200clients. As of 31st May 2005, the Philadelphia Fixed Income business had £11.7 billion inassets under management, generating £30.5 million in annualised run-ratemanagement fees. The Philadelphia Fixed Income business generated net businessinflows of £0.2 billion in 2004. OEIC Business The OEIC Business consists of 26 collective investment vehicles managing £1.8billion in assets under management as of 31st May 2005, generating £16.5 millionin annualised run-rate management fees. These collective investment vehicles aredistributed through independent financial advisers, private wealth managementfirms, and life insurance companies. The collective investment vehicles of theOEIC Business are largely managed by investment professionals associated withthe other Target Businesses. The OEIC Business generated net business inflows of approximately £38 million in2004. UK and Global Equities The UK and Global Equities business provides specialised investment managementproducts, based on fundamental research and a disciplined and rigorousinvestment process. Investment performance in UK equities products weakened inthe period from 2001, but has recently stabilised following changes in October2004, with good performance in new "high alpha" products. The Global Equitiesbusiness also has an excellent "high alpha" record. As of 31st May 2005, the UK and Global Equities business had £3.3 billion inassets under management, generating £7.9 million in annualised run-ratemanagement fees. In light of the recent investment performance challenges facedby this business, which has led to disappointing mandate and asset retention,the consideration to be paid by Aberdeen for this business will be deferred, andwill be contingent on the value of run-rate management fees, aggregated withthose of the Multi-Asset business, as at 30th June 2006. Multi-Asset The Multi-Asset business is constructed from investment management productsgenerated by the separate fixed income and equities businesses. This businesshas suffered from a sector-wide decline in demand for the balanced mandateproduct, as well as weak equity performance affecting the product's trackrecord. As of 31st May 2005, the Multi-Asset business had £13.5 billion in assets undermanagement, generating £35.8 million in annualised run-rate management fees. Inlight of the sector-wide decline and recent investment performance challengesfaced by this business, the consideration to be paid by Aberdeen for thisbusiness will be deferred, and will be contingent on the value of run-ratemanagement fees, aggregated with those of the UK and Global Equities business,as at 30th June 2006. Integration Fund managers and client-facing staff associated with the Target Businesses willtransfer to Aberdeen. In addition, Aberdeen intends to enter into outsourcingarrangements with BNP Paribas Securities Services ("BNPP SS") under which theTarget Businesses' back-office platform will be migrated to BNPP SS inaccordance with Aberdeen's stated outsourcing policy. The arrangements will bebased on those already in place under which BNPP SS supplies back-officeservices to Aberdeen. BNPP SS's charges for this service will be variable,dependent on, inter alia, client numbers and the value of assets underadministration. Employees of the Target Businesses who join Aberdeen and who are based in Londonwill move to Aberdeen's existing premises at One Bow Churchyard. Certaintransitional services will be provided to Aberdeen by Deutsche Asset Managementin relation to the Target Businesses for a limited period of time. Aberdeen intends that the Target Businesses will be promptly integrated intoAberdeen's existing operations. Aberdeen expects that following the integration of the Target Businesses, theoperating margin achieved by these businesses as part of Aberdeen will be inline with Aberdeen's current fund management operating margin, and therebycontribute to an increase in the overall Aberdeen Group operating margin. The Target Businesses will operate under the Aberdeen brand from completion. The Acquisition Aberdeen will pay Deutsche Asset Management up to £165 million in cash oncompletion in respect of the London Fixed Income, Philadelphia Fixed Income andOEIC businesses, plus an amount equal to the net asset value of the TargetBusinesses at completion, expected to be between £35 million and £55 million.The actual amount payable by Aberdeen will depend in part on the run-ratemanagement fees of these businesses at completion. The minimum amount payablefor these businesses will be £111.5 million, including the net asset valuepayment. Aberdeen will pay further amounts to Deutsche Asset Management in respect of theUK and Global Equities and Multi-Asset businesses. This aggregate considerationwill be between nil and £45 million, depending on the aggregate run-ratemanagement fees of these businesses at 30th June 2006. The Acquisition is conditional upon, inter alia: •approval by the Deutsche Bank supervisory board; •approval by Aberdeen shareholders at an Extraordinary General Meeting, notice of which will be included in a Circular to be sent to Aberdeen shareholders in due course; •certain conditions of the Underwriting Agreement having been fulfilled; •regulatory approvals, including the approval of the Financial Services Authority; and •the aggregate run-rate management fees of the London Fixed Income and Philadelphia Fixed Income businesses being not less than an agreed minimum threshold at closing. The Acquisition will be effected by the transfer of certain legal entities toAberdeen, the novation of Philadelphia Fixed Income investment managementagreements and Aberdeen taking on employees from Deutsche Asset Management. Further details of the terms of the Acquisition Agreement are set out inAppendix II. Financial Effects of the Acquisition and Rights Issue The Board of Aberdeen expects the Acquisition and Rights Issue to be materiallyearnings enhancing (before any amortisation of intangible assets) in Aberdeen'sfinancial year to 30th September 2006. The Acquisition and Rights Issue willalso significantly reduce Aberdeen's gearing. The Rights Issue The Acquisition is being financed by means of a Rights Issue, which has beenfully underwritten by JPMorgan on behalf of JPMorgan Cazenove. The Rights Issuewill be on the basis of: Three New Ordinary Shares for every two Existing Ordinary Shares held on the Record Date at a price of 63 pence per New Ordinary Share. This willresult in approximately 363 million New Ordinary Shares being issued, raisingnet proceeds of approximately £215 million. The New Ordinary Shares will, when issued and fully paid, rank pari passu in allrespects with the Existing Ordinary Shares, including the right to receive alldividends or distributions made, paid or declared after the date of thisannouncement, including any final dividend declared in respect of the financialyear ended 30th September 2005. The Rights Issue will not be conditional on the Acquisition completing. Financing the Acquisition The consideration payable at closing of the Acquisition will be financed out ofthe proceeds of the Rights Issue with any incremental consideration in respectof excess net assets financed from bank borrowings. The deferred considerationpayable in respect of the acquisition of the equities and multi-asset businesswill be financed from bank borrowings. Extraordinary General Meeting of Aberdeen The Acquisition and the Rights Issue are both conditional on the approval ofAberdeen shareholders at an Extraordinary General Meeting, notice of which willbe included in a Circular to be sent to shareholders in due course. Current trading of Aberdeen Aberdeen announced its interim results on 3rd May 2005. The Group earned aprofit before taxation, goodwill amortisation and exceptional items of £10.4million for the first half year, compared to £5.5 million for the same periodlast year. Continued steady investment performance and a demonstrably robustinvestment process enabled the Group to win net new business of £2 billion inthe first half year. The Group continues to benefit from strong new business flows, leading toimproved revenues. Improved revenues and the Group's focus on cost efficienciesshould help ensure that the Group's operating margin continues to improve. Assets under management at 31st May 2005 totalled £25.9 billion. Taking accountof mandates awarded but not yet funded would increase assets under management,as of the same date, to £26.6 billion. Dividends Aberdeen's dividend policy takes into account the underlying growth in earningsof the Group, as well as its capital requirements and cash flows, whilstmaintaining an appropriate level of dividend cover. Aberdeen intends to maintainits dividend policy following the Acquisition. The new Ordinary Shares issued pursuant to the Rights Issue will rank pari passufor the final dividend for the year to 30th September 2005. Aberdeen intends torebase future dividend payments per Ordinary Share, including the final dividendfor the year to 30th September 2005, to reflect the bonus element of the RightsIssue. Management The London and Philadelphia Fixed Income businesses will be managed under theleadership of Steve Ilott, who will become Aberdeen's Head of Fixed Income andjoin Aberdeen's Executive Committee. All existing members of Aberdeen'sExecutive Committee, including Anne Richards (Chief Investment Officer) and HughYoung (Head of Equities) will retain their existing roles. There will be nochanges to Aberdeen's Board of Directors as a result of this transaction. Directors' intentions The Directors intend either to take up their rights in full or to sell no morethan a sufficient number of rights to finance the take-up of the balance. Retention and incentive arrangements Appropriate retention and incentive arrangements have been put into place forcertain employees of the Target Businesses, including in certain casesparticipation in the Aberdeen Asset Management 2005 Long Term Incentive Plan.The cost of these arrangements is being borne by both Deutsche Bank andAberdeen. Timetable Aberdeen intends to send a Circular to Aberdeen shareholders in due course,which will set out the timetable for the Acquisition and the Rights Issue.Assuming all conditions are satisfied, Aberdeen currently expects theAcquisition to complete on or around Aberdeen's financial year-end of 30thSeptember 2005, other than in respect of the Philadelphia Fixed Income business,which may be postponed to enable client consents to be obtained. Additional information The Rights Issue will result in adjustments being made to the conversion pricesof the Convertible Bonds 2007, the Convertible Bonds 2010, and the ConvertiblePreference Share Units and Warrants in accordance with their terms. JPMorgan Cazenove is acting as financial adviser, corporate broker and sponsorto Aberdeen. Bridgewell Securities is acting as co-broker to Aberdeen. TheRights Issue is fully underwritten by JPMorgan on behalf of JPMorgan Cazenove. Enquiries Aberdeen 020 7463 6000Martin GilbertBill Rattray JPMorgan Cazenove 020 7588 2828John PaynterIan HannamRichard LockeJames Wood-Collins Bridgewell Securities 020 7003 3000Ben Money-Coutts Maitland 020 7379 5151Neil BennettFiona Piper Appendix I Principal terms of the Rights Issue A total of up to 362,873,245 new Ordinary Shares will be provisionally allottedby way of rights at 63p per New Ordinary Share to Qualifying Shareholders on thebasis of: Three New Ordinary Shares for every two Existing Ordinary Shares held on the Record Date and so in proportion for any other number of sharesheld. Fractions of New Ordinary Shares will not be allotted to QualifyingShareholders and, where necessary, entitlements to New Ordinary Shares will berounded down to the nearest whole number. All the New Ordinary Shares will, whenissued and fully paid, rank pari passu in all respects with the existingOrdinary Shares. The Rights Issue is fully underwritten by JPMorgan on behalf ofJPMorgan Cazenove. The Rights Issue is conditional upon the Underwriting Agreement becomingunconditional. The Underwriting Agreement is conditional, inter alia, upon:- (i) the passing of resolutions at an Extraordinary General Meeting ofshareholders for the purpose of approving the Rights Issue and the Acquisition;and (ii) the admission of the New Ordinary Shares to the Official List becomingeffective. The details of the terms and conditions applicable to the Rights Issue and theprocedure for acceptance of the Rights Issue will be set out in a Circular toAberdeen shareholders to be issued in due course. Applications will be made for the Nil Paid Rights and Fully Paid Rights to beadmitted to CREST. It is expected that the Nil Paid Rights and Fully Paid Rightswill be enabled for settlement in, and admitted to, CREST, as soon aspracticable after admission of the Nil Paid Rights to the Official List hasbecome effective. Appendix II Summary of the Acquisition Agreement Aberdeen has entered into a conditional agreement with Deutsche Asset ManagementGroup Limited for the acquisition of the UK Asset Management and PhiladelphiaFixed Income Business of Deutsche Bank dated 7th July 2005 ("the AcquisitionAgreement"). The Acquisition Agreement is conditional upon, inter alia: approvalby the Deutsche Bank supervisory board; approval by Aberdeen shareholders at anExtraordinary General Meeting, notice of which will be included in a Circular tobe sent to Aberdeen shareholders in due course; certain conditions of theUnderwriting Agreement having been fulfilled; regulatory approvals, includingthe approval of the Financial Services Authority; and the aggregate run-ratemanagement fees of the London Fixed Income and Philadelphia Fixed Incomebusinesses being not less than an agreed minimum threshold at closing. In theevent of certain conditions not being satisfied, Aberdeen has agreed to payDeutsche Asset Management Group Limited a fee of £2.9 million. Under the Acquisition Agreement, Aberdeen or nominated companies in the AberdeenGroup are to acquire Deutsche Asset Management Limited (together with itssubsidiary Deutsche Asset Management (International) Limited), Deutsche AssetManagement Life & Pensions Limited, DWS Investment Funds Limited, DWS FundsManagement Limited, Deutsche Asset Management (Ireland) Limited and DeutscheAsset Management Investment Services Limited together with certain assets of thebusiness in both the United Kingdom and Philadelphia. The Agreement contains warranties, representations and indemnities in respect ofvarious matters from Deutsche Asset Management Group Limited. The liability ofDeutsche Asset Management Group Limited pursuant to the warranties is limited tothe lesser of £245 million and the adjusted consideration payable. Claims inrespect of ordinary matters must be made within 18 months and in respect oftaxation within 7 years. The consideration payable for the acquisition is subject to a number ofadjustments depending, inter alia, upon the level of assets under managementactually transferring with the business. However, the initial cash considerationis expected to be £200 million, and the total adjusted consideration is notexpected to exceed £245 million, plus in each case payment on a pound for poundbasis for the net asset value of the Target Businesses at completion in excessof £35 million. The transaction is expected to close on 30th September 2005 subject to all therelevant conditions being satisfied. In the case of the Philadelphia businesshowever this may be postponed until 30th November 2005 or later to enablerelevant client consents to be obtained. Appendix III Definitions "Aberdeen" or "Company" Aberdeen Asset Management PLC "Acquisition" the proposed acquisition of the Target Businesses on the terms and subject to the conditions set out in the Acquisition Agreement "Acquisition Agreement" the sale and purchase agreement dated 7th July 2005 between Aberdeen and Deutsche Asset Management Group Limited "annualised run-rate management fees" in respect of the Target Businesses and as at 31st May 2005, management fees as recorded in the systems of the Target Businesses for the five months ended 31st May 2005, multiplied by (12/5), and excluding management fees from clients who had terminated or had given notice to terminate but not withdrawn funds as of 30th June 2005 "BNPP SS" BNP Paribas Securities Services "Bridgewell Securities" Bridgewell Securities Limited "Circular" the circular and prospectus to be issued by the Company to Qualifying Shareholders in connection with the Acquisition and Rights Issue "Deutsche Asset Deutsche Asset Management Group LimitedManagement" "Deutsche Bank" Deutsche Bank AG "Existing Ordinary Ordinary Shares held by Qualifying Shareholders atShares" the Record Date "Extraordinary the extraordinary general meeting of the Company to beGeneral Meeting" convened in relation to the Acquisition and Rights Issue "Fully Paid Rights" rights to acquire New Ordinary Shares, fully paid "Group" Aberdeen and its subsidiaries and subsidiary undertakings "JPMorgan" J.P. Morgan Securities Ltd. "JPMorgan Cazenove" JPMorgan Cazenove Limited "London Fixed Income" the London-based business managing fixed income assets "Multi-Asset" the London-based business managing multi-asset mandates "New Ordinary Shares" new Ordinary Shares to be issued in connection with theRights Issue "Nil Paid Rights" New Ordinary Shares in nil paid form provisionally allotted to Qualifying Shareholders pursuant to the Rights Issue "OEIC" open-ended investment company "OEIC Business" the London-based business managing OEICs "Official List" the Official List of the UKLA "Ordinary Shares" ordinary shares of 10p each in the share capital of Aberdeen "Philadelphia Fixed the Philadelphia-based business managing investmentIncome" grade fixed income assets "Record Date" the record date for the Rights Issue "Rights Issue" the proposed issue by way of rights of New Ordinary Shares to Qualifying Shareholders "Rights Shares" New Ordinary Shares to be issued in connection with the Rights Issue "Qualifying Shareholders" holders of Ordinary Shares on the register of members of Aberdeen at the Record Date "Target Businesses" the fund management businesses of Deutsche Bank proposed to be acquired by Aberdeen, comprising the London Fixed Income business, the Philadelphia Fixed Income business, the OEIC Business, the UK and Global Equities business and the Multi-Asset business "UK and Global Equities" the London-based business managing UK and global equity mandates "UKLA" the Financial Services Authority in its capacity as competent authority under the Financial Services and Markets Act 2000 "Underwriting Agreement" the underwriting agreement between Aberdeen, JPMorgan Cazenove and JPMorgan dated 7th July 2005 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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