American Opportunity Trust PLC

On 23 February 2007, the American Opportunity Trust PLC ("AOT") merged with Oryx International Growth Fund Limited ("Oryx").

Details of the Merger

The Board of Oryx announced on 22 February 2007, that the Court had sanctioned the Scheme of Arrangement for the merger of Oryx and AOT. The Merger was also subject to the passing of the requisite resolutions by both AOT and Oryx shareholders at Extraordinary General Meetings held on 26 January 2007. Dealings in AOT shares on the London Stock Exchange were suspended with effect from 23 February 2007 and the AOT shares were delisted on 26 February 2007 and subsequently cancelled.

The Merger was implemented by reference to the relative Formula Asset Values ("FAVs") of Oryx and AOT, which is common practice for investment company mergers. The Scheme involved the cancellation of AOT's issued share capital and the creation and issue of new AOT shares to Oryx, in consideration for Oryx issuing new Oryx Ordinary shares to AOT shareholders.

Under the terms of the Scheme, the FAVs per share of Oryx and AOT were calculated as at 31 January 2007 as 326.20 pence and 108.34 pence respectively. As a result, AOT Shareholders on the register of members at the close of business on 22 February 2007 received 332 New Oryx Ordinary shares for every 1,000 AOT shares that they had held and so in proportion for any greater or lesser number of AOT shares, save that fractions of New Oryx Ordinary shares were not issued to AOT Shareholders but were aggregated and sold in the market for the benefit of the enlarged Oryx group.

The Merger resulted in the issue of 5,586,686 New Oryx Ordinary shares representing approximately 34.4 per cent of the enlarged issued ordinary share capital of Oryx following the Merger. The New Oryx Ordinary shares rank pari passu with the existing Oryx Ordinary shares.

Dealings in the New Oryx Ordinary shares issued to AOT Shareholders commenced at 8.00am on 26 February 2007. Share certificates were posted to Shareholders by 5 March 2007.

Reasons for the Merger

The Merger combined the portfolio of AOT with the portfolio of Oryx, providing AOT shareholders with the opportunity to widen their spread of investments, which were principally in North American companies so as to encompass United Kingdom and unquoted companies as part of the underlying portfolio.

The Board of Oryx had been seeking opportunities to enhance shareholder value through the acquisition of suitable investment companies. In June 2006, Oryx announced an offer for Baltimore Capital Plc which was declared wholly unconditional in July 2006. The Merger was, therefore, fully in line with this strategy and the resulting increase in the size of Oryx's assets under management will enable the administrative expenses to be spread across an increased asset base. Also, it is expected that the increasing number of Oryx Ordinary shares in issue following the Merger (and after the conversion of the Oryx "C" shares which were issued as part of the acquisition of Baltimore) will enhance the liquidity of Oryx Ordinary shares and facilitate the management of any discount to the Net Asset Value at which the Oryx Ordinary shares may trade.

Advantages of Merger for Oryx Shareholders:

• The Merger has resulted in the spreading of administrative expenses over a larger investment portfolio, resulting in a reduction of these expenses on a per share basis;
• It has reduced Oryx's investment risk due to the significant increase in the number of investments in Oryx's portfolio;
• It has enhanced the liquidity of the Oryx ordinary shares.

Advantages of Merger for AOT Shareholders:

• The Merger has provided a wider spread of investments through exposure to a portfolio including UK securities and unquoted securities;
• It has provided greater share liquidity, given the substantial increase in the shareholder base;
• Oryx has a policy allowing it to buy back shares when appropriate;
• There has been a saving in administrative expenses as above.

Further information on Oryx International Growth Fund Limited can be found on this website.

Oryx International Growth Fund Limited