THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO, THE
UNITED STATES OF AMERICA (INCLUDING
ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES AND
THE DISTRICT
OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC
OF SOUTH AFRICA, IN ANY MEMBER
STATE OF THE EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME
WOULD BE UNLAWFUL.
This
announcement is not an offer to sell, or a solicitation of an offer
to acquire, securities in the
United States or
in any other jurisdiction in which the same would be unlawful.
Neither this announcement nor any part of it shall form the basis
of or be relied on in connection with or act as an inducement to
enter into any contract or commitment whatsoever.
24 October 2024
Artemis Alpha
Trust plc
Legal
Entity Identifier: 549300MQXY2QXEIL3756
Publication of
Circular in connection with the recommended proposals for the
voluntary winding-up of the Company and combination with Aurora
Investment Trust PLC (to be renamed Aurora UK Alpha
plc)
1
Introduction
The Board
of Artemis
Alpha Trust plc (the
"Company"
or "ATS")
announces that it has today published a shareholder circular (the
"Circular")
setting out proposals for the recommended winding-up of the Company
and combination with Aurora Investment Trust PLC
("Aurora")
(the "Transaction").
On
2
September 2024,
the
Board
announced
that
it
had
agreed
heads
of
terms
with
Aurora
in
respect
of
a
proposed
combination with
Aurora
to
form an
enlarged investment trust (the "Combined
Trust") that will be
managed by Aurora's investment manager, Phoenix Asset Management
Partners Limited ("Phoenix"). The Combined Trust
is intended to be renamed Aurora UK Alpha plc as soon as
practicable after the Effective Date.
The merger
will be effected by way of a scheme of reconstruction and members'
voluntary winding up of the Company under section 110 of the
Insolvency Act (the "Scheme")
and the issue of New Aurora Shares to Shareholders who are deemed
to have elected to roll over their investment into the Combined
Trust, in exchange for the associated transfer of part of the cash,
assets and undertaking of the Company to Aurora (the
"Proposals").
As
explained in further detail in the section "UK Taxation" in
paragraph 7 of Part 2 of the Circular, it is intended that the
Proposals should not trigger a capital gains liability for most UK
taxpayers who hold their Ordinary Shares as investments and do not
elect for the Cash Option (as defined below). The tax treatment for
Shareholders will of course depend on their particular
circumstances and all Shareholders are advised to seek their own
independent tax advice, noting that nothing in the Circular or this
announcement constitutes tax advice.
A cash
exit option will be made available for up to 25 per cent. of the
Company's issued share capital, allowing Shareholders the ability
to exit at least part of their investment. The cash exit will be
offered at a 2 per cent. discount to the Company's Residual Net
Asset Value, less a liquidity adjustment of 20 per cent. of the
relevant proportion of the Company's unquoted holdings that
transfer to Aurora pursuant to the Scheme. The liquidity adjustment
reflects, for those Shareholders who elect to receive cash, the
benefit of being able to exit their holdings without immediately
triggering a requirement upon the Company to sell assets that may
not be readily realisable within the timeframe of the
Proposals.
The Board
believes that the strong commonality in high-conviction investment
philosophies between the Company and Aurora will provide
Shareholders with continued exposure to a similar investment
strategy to the Company. The Combined Trust will continue to be
managed, on the same basis as it is currently, by Phoenix. Aurora's investment objective and
policy will not, therefore, be amended in connection with the
Proposals.
Following
the implementation of the Proposals, Shareholders who roll over are
expected to benefit from holding a larger investment trust with a
reduced ongoing charges ratio and enhanced secondary market
liquidity.
Shareholders who roll
over will benefit from Aurora's unique fee structure, whereby its
investment manager, Phoenix, does
not charge a base management fee and is remunerated only by way of
a performance fee that is paid in Aurora Shares.
The
purpose of the Circular is to
explain the Proposals and their rationale and expected benefits,
the actions required to be taken in order for them to be
implemented, and to convene the General Meetings to seek the
required Shareholder approvals.
Prior to
the announcement on 2 September 2024,
Shareholders representing 31.5 per cent. of the Company's issued
share capital had expressed support for the Proposals. Likewise,
Aurora Shareholders representing 31.6 per cent. of Aurora's issued
share capital had expressed support for the Proposals. Since then,
Shareholders representing a further 17.2 per cent. of the Company's
issued share capital have expressed their support for voting in
favour of the Resolutions.
2
Background to
the Proposals
In
concluding the Company's strategic review in 2018, the Board stated
its intention to propose to Shareholders a tender offer for up to
25 per cent. of the issued Shares at or around the time of the
Company's annual general meeting in October
2021, and every three years thereafter, subject to the level
of discount prevailing at the time.
In 2021,
owing to changing circumstances, the Board sought and obtained
Shareholder approval not to put forward proposals for a tender
offer that year, and instead committed itself to a sustainable
share buyback policy with the target of maintaining a narrow
discount to NAV. At that time, the Board was clear that it still
intended to propose a tender offer every three years, with the next
tender offer scheduled to occur in 2024. As a result of adverse
market conditions, it became evident that the buyback policy was
not effective in maintaining a narrow discount to NAV.
The
Company's annual report for the year ended 30 April 2024 (the "2024 Annual
Report") stated the Board's
intention to carry out a tender offer of up to 25 per cent. of
issued Share capital in 2024. However, the Board has also been
reviewing alternative options for the future of the Company because
the tender offer, if fully taken up, would leave the Company
reduced in size and therefore potentially less attractive to
investors.
The
options reviewed included combinations with other listed
closed-ended funds and a solvent liquidation with no rollover
option. In conducting its review, the Board took account of the
Company's distinctive investment approach and the fact that many of
the Company's investors are long term supporters of the listed
investment fund structure and concluded that a rollover into an
investment trust or similar vehicle was the most appropriate
outcome. Furthermore, given the intention to propose a tender offer
in 2024, the Board wished to see an appropriate cash exit
opportunity being made available to Shareholders as well as an
option for ongoing liquidity in the shares of a suitable listed
closed-ended fund.
Given the
similarity in focused investment strategies and the performance
track record of Aurora, the Board identified Aurora as the most
suitable vehicle with which to explore a combination and commenced
discussions in July 2024. The Board
believes that the Proposals provide Shareholders with greater
choice through access to a focused investment strategy with
enlarged scale as well as the option of a partial cash exit at the
same aggregate percentage as the intended tender offer.
For the
avoidance of doubt, the tender offer referred to in the 2024 Annual
Report will not be proposed to Shareholders in addition to, or
alongside, the Proposals, given that the Proposals include a
partial cash exit of up to 25 per cent.
3
Overview of
the Proposals
Under
the Proposals, which are conditional upon, amongst other things,
the approval of Shareholders:
(a)
all
Shareholders will be
entitled to elect to receive cash in
respect of some or all of their Shares (subject
to
an
overall
limit
of 25 per
cent. of
the
Shares
in
issue
at the Calculation Date, excluding treasury shares)
(the
"Cash
Option");
and
(b)
eligible
Shareholders will by default receive New Aurora
Shares (the
"Rollover
Option")
to the extent that they do not make a valid election for the Cash
Option in respect of some or all of their Shares or to the extent
that their elections for the Cash Option are scaled back in
accordance with the Scheme.
Cash
entitlements under the Cash Option will be calculated on the basis
of the ATS Cash Pool FAV. The ATS Cash Pool FAV will be calculated
as the Residual Net Asset Value multiplied by the percentage of
Shares in respect of which valid elections have been made, or are
deemed to have been made, for the Cash Option (following any
required scaling back in accordance with the Scheme) (the
"Cash Exit
Percentage"), less:
-
a discount
of 2 per cent. of such amount (the "Cash Option
Discount"); and
-
a further
discount equal to 20 per cent. of the value of the Company's
unquoted holdings that form part of the Rollover Pool multiplied by
the Cash Exit Percentage (the "Cash
Pool Liquidity
Adjustment"),
(together,
the "Cash Option
Adjustments").
The Cash
Pool Liquidity Adjustment reflects, for those Shareholders who
elect for the Cash Option, the benefit of being able to exit their
holdings without immediately triggering a requirement upon the
Company to sell assets that may not be readily realisable within
the timeframe of the Proposals. The Cash Pool Liquidity Adjustment
will be calculated as at the Calculation Date on the value of the
unquoted holdings transferring to Aurora pursuant to the
Scheme.
The value
arising from the application of the Cash Option Adjustments will be
allocated to the Rollover Pool. The benefit of the Cash Option
Adjustments will be allocated to Shareholders that roll over
pursuant to the Scheme up to an amount equal to the proportion of
the ATS Scheme Costs that are attributable to the Rollover Pool. In
the event the value arising from the application of the Cash Option
Adjustments exceeds this amount, the surplus will be credited to
the Combined Trust.
The number
of New Aurora Shares that will be issued to Shareholders under the
Rollover Option will be calculated on a Formula Asset Value
("FAV")
for FAV basis. That is to say that such Shareholders will be issued
New Aurora Shares on the basis of the ratio of the ATS Rollover FAV
per Share to the Aurora FAV per Share. The ATS Rollover FAV will be
calculated as the Residual Net Asset Value multiplied by the
percentage of Shares validly accepted under the Rollover Option,
plus the portion of the Cash Option Adjustments that is allocated
to Shareholders that roll over pursuant to the Scheme.
Further
detail on the calculation methodology is set out in Part 3 of the
Circular.
The choice
between the options available under the Proposals will be a matter
for each Shareholder to decide and
will
be
influenced
by
their
investment
objectives
and
by
their
personal, financial
and
tax circumstances.
Accordingly,
Shareholders
should,
before
making
any
Election,
read
carefully
all
the
information in the Circular and in
the Aurora Prospectus. Summary information on Aurora (and the
Combined Trust) is set out below and in Part 5 of the Circular. The
Aurora Prospectus should be read alongside, but does not form part
of, the Circular.
Separate
to the Proposals, Kartik Kumar, the lead manager in respect of the
Company's portfolio, has accepted an offer from Phoenix to join its investment management team
later in the year. John Dodd, a
named manager on the Company's portfolio since June 2003, has announced his intention to retire
from Artemis Fund Managers Limited (the "Investment
Manager") at the end of the
year.
4
Benefits
of the
Proposals
The
Directors
believe
that
the
Proposals
will
have
the
following
benefits
for
Shareholders:
-
Investment
strategy: Aurora's patient and
focused investment approach differentiates it from many of its
peers with a portfolio of high conviction investments. This
strategy aligns well with the Company's own investment
approach.
-
Enhanced
liquidity: Shareholders rolling
over into Aurora are expected to benefit from exposure to a larger
investment trust with enhanced secondary market liquidity following
the implementation of the Proposals.
-
Improved share
rating: Shareholders that roll
over are expected to benefit from an uplift in the market valuation
of their investment as a result of Aurora's share price discount to
NAV being narrower than the Company's prior to the announcement of
the Proposals. The Company's 3-year average share price discount to
NAV (as at 30 August 2024, the last
business day prior to the announcement of the Proposals) was 10.85
per cent., whereas Aurora's share price discount to NAV was 8.03
per cent. over the same time period.
-
Performance
track record: Since the appointment
of Phoenix as its AIFM on
28 January 2016, Aurora has returned
a share price total return of 86.7 per cent. and a NAV total return
of 101.2 per cent. (as at 21 October
2024, being the latest practicable date prior to publication
of this announcement (the "Latest
Practicable Date"). This compares to
the total return of the FTSE All Share of 90.9 per cent. over the
same time period.
-
Favourable fee
structure and lower ongoing charge ratio ("OCR"):
Aurora has
a unique and favourable fee structure, whereby no base management
fee is charged by Phoenix, which
is remunerated by way of a performance fee payable in shares and
only if the benchmark (being the FTSE All-Share Index (total
return)) is outperformed. Furthermore, the Combined Trust will be
able to spread its fixed costs over a larger pool of assets, which
is expected to result in a lower OCR.
-
Phoenix cost contribution:
Phoenix, in demonstrating its support for the
Proposals, has agreed to make a contribution of £750,000 to the
costs of the Proposals, of which at least £250,000 will be
allocated to meeting the direct fixed costs incurred by the
Company.
5
Summary
information on Aurora, Phoenix and
the Combined Trust
Aurora Investment Trust plc
Aurora
Investment Trust plc is a closed-ended investment company,
incorporated on 10 January 1997 in
England and Wales as a public limited company with
registered number 03300814. Aurora is an alternative investment
fund or "AIF" and is registered as an investment company under
section 833 of the Companies Act. Its investment objective is to
provide shareholders with long-term total returns by investing
predominately in a portfolio of UK listed companies. Aurora's Net
Asset Value was approximately £214.1 million as at the Latest
Practicable Date.
Since the
appointment of Phoenix as its AIFM
on 28 January 2016, Aurora has
returned a share price total return of 86.7 per cent. and a NAV
total return of 101.2 per cent. (as at the Latest Practicable
Date). This compares to the total return of the FTSE All Share of
90.9 per cent. over the same time period.
Aurora has
a triennial continuation vote, with the next vote expected to take
place at Aurora's AGM in June
2025.
Phoenix Asset Management Partners
Limited
Phoenix has been appointed as Aurora's
alternative investment fund manager or "AIFM" to provide overall
portfolio and risk management services to the Company.
Founded in
1998, Phoenix is a boutique
investment management company based in Barnes, southwest
London, with a strong track record
that has delivered above market returns over its 26-year lifetime.
Phoenix ascribes to a value
investing philosophy, inspired by the likes of Warren Buffet,
Phil Fisher, Ben Graham and Charlie
Munger.
Further
information on Aurora and Phoenix
can be found in Part 5 of the Circular.
The Combined Trust
Following
the implementation of the Proposals, it is intended that the
Combined Trust will continue to be managed on the same basis as
Aurora is currently. In particular, Aurora's investment objective
and investment policy will not change as a result of the
implementation of the Proposals, and Aurora's portfolio will
continue to be managed by Phoenix,
with Gary Channon continuing as lead
portfolio manager. However, conditional on the Scheme becoming
effective, Aurora intends to change its name to "Aurora UK Alpha
plc" as soon as practicable following the Effective
Date.
The
Combined Trust's investment objective and investment policy are set
out in Part 5 of the Circular and in the Aurora
Prospectus.
Neither
the Board nor the Company takes any responsibility for the contents
of the Aurora Prospectus. Similarly, the Aurora Board takes no
responsibility for the content of the Circular. Investors should
not subscribe for any New Aurora Shares referred to in the Circular
or this announcement except on the basis of information provided in
the Aurora Prospectus.
6
Conditions of
the
Proposals
Implementation
of
the
Proposals
is
subject
to
a
number
of
conditions,
including:
(a)
the
recommendation
of
the
boards
of
the
Company
and
Aurora
to
proceed
with
the
Proposals
which
may be withdrawn
at
any
time;
(b)
the
passing
of
the
Resolutions
and any
conditions of such Resolutions being fulfilled;
(c)
the Aurora
Share Allotment Authority being approved by Aurora Shareholders and
not having been revoked or superseded; and
(d)
the
approval of the Financial Conduct Authority and the London Stock
Exchange of the Admission of the New Aurora Shares to the premium
segment of the Official List and to trading on the Main Market,
respectively.
If
any
condition
is
not
satisfied,
the
Proposals
will
not
become
effective,
the
Company will
not proceed with the winding-up and instead will continue in
existence. In these circumstances, the Directors will reassess the
options available to the Company at that
time.
7
Scheme
mechanics and entitlements under the Scheme
Under
the Scheme:
(a)
all
Shareholders will be
entitled to elect to receive cash in
respect of some or all of their Shares (the
"Cash
Option").
The
maximum
number
of
Shares
(in
aggregate)
that
can
be
elected
for
the
Cash
Option is
25 per cent. of the total number of Shares in issue (excluding
Shares held in treasury) as at the
Calculation
Date.
Shareholders are
entitled
to
elect
for
the
Cash
Option
in
respect
of
more
than 25
per cent.
of
their
individual
holdings of Shares
(the
"Basic
Entitlement",
such
amount in
excess of 25 per cent. being an "Excess
Application").
However, if aggregate Elections are made for the Cash Option which
exceed 25 per cent. of the issued Shares
(excluding Shares
held
in
treasury)
as at the
Calculation
Date,
Shareholders
who
have
made
an
Election
for the Cash Option in excess of their Basic Entitlement will have
their Excess Applications scaled back in a manner which is, as near
as practicable, pari
passu and
pro
rata among all eligible
Shareholders who have made such Excess Applications such that the
aggregate number of Shares elected (or deemed to have been elected)
for the Cash Option will equal 25 per cent. of the issued Shares
(excluding Shares held in treasury) as at the Calculation Date;
and
(b)
eligible
Shareholders will by default receive New Aurora
Shares (the
"Rollover
Option")
to the extent that they do not make a valid election for the Cash
Option in respect of some or all of their Shares or to the extent
that their elections for the Cash Option are scaled back in
accordance with the Scheme.
Ahead of
the Effective Date, the Company's portfolio may be realigned in the
most cost-effective manner to ensure that the Company has
sufficient cash to fund the Liquidation Pool and the Cash Pool and
has assets suitable for transfer to Aurora, taking account of
Aurora's investment policy.
On or
shortly after the Calculation Date, the Board, in consultation with
the proposed liquidators, shall finalise the division of the
Company's assets into three separate and distinct pools (the
Liquidation Pool, the Cash Pool and the Rollover Pool). First,
there shall be appropriated to the Liquidation Pool cash and other
assets to meet all known and unknown liabilities of the Company and
other contingencies, including the costs of the Proposals agreed to
be borne by the Company, the Liquidators' Retention and the
entitlements of any Dissenting Shareholders. In addition,
although
it is currently intended that the majority of unquoted investments
held by the Company will be transferred to Aurora as part of the
Rollover Pool, certain
of the Company's unquoted investments may, with the mutual consent
of the Company and Aurora, be allocated to the Liquidation Pool (or
may be required to form part of the Liquidation Pool due to
transfer restrictions applicable to such investments). Thereafter,
there shall be appropriated to the Cash Pool and the Rollover Pool
the remaining assets of the Company in the manner described in
paragraph 3 of Part 3 of the Circular.
For
illustrative
purposes
only,
had
the
Calculation
Date
been
close of
business on
the
Latest
Practicable
Date,
and assuming that:
(i) there
are no Dissenting Shareholders; (ii) the maximum amount is elected
for the Cash Option; (iii) the ATS Scheme Costs are £1,206,724;
(iv) Aurora's direct fixed costs in connection with the Scheme are
£536,976; and (v) all of the Company's unquoted investments with
value form part of the Rollover Pool, after
deduction of the
Pre-Liquidation Interim Dividend of 3.71 pence per Share
and the
Aurora Interim Dividend of 3.00 pence per Aurora Share:
-
the ATS
Rollover FAV per Share would have been 426.358531 pence and the
Aurora FAV per Share would have been 277.531534 pence which, for
the Rollover Option, would have produced a conversion ratio of
1.536253 and, in aggregate, 37,691,748 New Aurora Shares would have
been issued to Shareholders under the Scheme, representing
approximately 33 per cent. of the issued ordinary share capital of
the Combined Trust immediately following the completion of the
Scheme; and
-
the ATS
Cash Pool FAV per Share would have been 410.709778
pence.
The above
figures are for illustrative purposes only and do not represent
forecasts. The ATS Rollover FAV per Share, Aurora FAV per Share and
ATS Cash Pool FAV per Share and Shareholders' entitlements under
the Proposals may materially change up to the Effective Date as a
result of,
inter alia, changes in
the value of investments. For further details of the Scheme, please
refer to Part 3 of the Circular.
8
Costs of
implementing the Scheme and the Phoenix
Contribution
Save as
noted below, each of the Company and Aurora will bear its own costs
in respect of the Proposals whether or not the Proposals
proceed.
The fixed
costs of the Scheme payable
by
the
Company
(including the costs of terminating the Company's service
providers) are
expected
to
be
approximately
£1,207,000
inclusive of VAT
which,
for
the
purposes
of
this
calculation,
is
assumed
to
be
irrecoverable
where
applicable.
The
estimate of the Company's costs excludes the Liquidators' Retention
to cover unknown liabilities (estimated at £100,000) and does not
take account of any dealing costs which will be incurred by the
Company in disposing of assets in order to fund the Cash Option and
the Liquidation Pool. The
Liquidators' Retention will be retained by the Liquidators to meet
any unknown or unascertained liabilities of the Company. To the
extent that some or all of the Liquidators' Retention
remains
when
the
Liquidators
decide
to
close
the
liquidation,
this
will
be
returned
to
Shareholders
that were on the Register as at the Record Date,
provided
that if any such amount payable to any Shareholder is less than
£5.00, it shall not be paid to Shareholders but instead shall be
retained by the Company and sent to charity.
Phoenix
has agreed to make a contribution of an amount equal to £750,000
towards the direct fixed costs to be incurred by the Company and
Aurora in connection with the Proposals (the "Phoenix
Contribution"). The Phoenix
Contribution will be allocated first to Aurora's direct fixed costs
up to a cap of £500,000 (with such amount being credited to the
Aurora FAV), with the balance of at least £250,000 being allocated
to the Company's direct fixed costs in connection with the
Proposals (with such amount being credited to the Residual Net
Asset Value). The exact allocation of the benefit of the Phoenix
Contribution between the Company and Aurora will be calculated as
at the Calculation Date and reflected in the calculation of the ATS
Rollover FAV and the Aurora FAV accordingly.
The
Phoenix Contribution will be effected through a waiver of the
performance fees that would otherwise be payable by Aurora to
Phoenix, up to the financial value of £750,000, in respect of each
of the financial years ending 31 December 2024, 31 December 2025
and 31 December 2026 (the "Relevant
Periods"). In the event that
the aggregate performance fees payable in respect of the Relevant
Periods is less than £750,000, Phoenix will satisfy any shortfall
either by transferring Aurora Shares it holds to the Combined Trust
or in cash (in either case net of any costs of making such transfer
or payment and without the Combined Trust making any payment to
Phoenix). For the avoidance of doubt, any Aurora Shares transferred
in settlement of any shortfall in the Phoenix Contribution would be
in addition to any Aurora Shares that may or may not be transferred
by Phoenix to the Combined Trust under the clawback element of the
performance fee methodology. Further information on the performance
fee is contained in the Aurora Prospectus.
The
Phoenix Contribution is subject to a clawback provision such that,
in the event of the termination of Phoenix's appointment as AIFM
and investment manager to the Combined Trust on a no-fault basis:
(i) on or prior to 31 December 2025, Phoenix will be entitled to
claim back 100 per cent. of the Phoenix Contribution; and (i)
between 1 January 2026 and 31 December 2026 (inclusive), Phoenix
will be entitled to claim back 50 per cent. of the Phoenix
Contribution.
For the
avoidance of doubt, in the event the Proposals do not proceed for
any reason, each of the Company and Aurora will bear its own costs
and the Phoenix Contribution will not be payable.
Any costs
of realignment/realisation of the Company's portfolio prior to the
Scheme becoming effective will be borne by the Company. Any (i)
sales or acquisition costs (including any commissions, taxes
(including stamp duty), transaction charges and/or market charges)
associated with the transfer of the Rollover Pool from the Company
to Aurora, or the deployment of the cash therein following receipt
by Aurora; and (ii) London Stock Exchange admission fees in respect
of the admission of the New Ordinary Shares to trading on the Main
Market, will be borne by the Combined Trust and will not be
reflected in the ATS Rollover FAV or the Aurora FAV.
No
expenses will be charged directly to investors by the Company in
connection with the Scheme.
9
Dividends
The
Company has declared a final dividend of 4.26 pence per Ordinary
Share in respect of the financial year to 30 April 2024, which was
approved by Shareholders at the Company's AGM on 17 October 2024
(the "Final
Dividend"). The Final Dividend
has a record date of 20 September 2024 and will be paid to
Shareholders on 25 October 2024 (regardless of whether the
Proposals proceed).
As
an
investment
trust,
the
Company
is
not
permitted
to
retain
more
than
15
per
cent.
of
its
income
in
any
accounting period. If the Scheme
is successful, this condition must be met in the shortened
accounting period commencing on 1 May 2024 and ending on the
Effective Date. In order to meet this requirement, the Company
proposes to pay, conditional on the passing of the Resolutions at
the First General Meeting, an interim dividend of 3.71 pence per
Ordinary Share, to Shareholders on the Register as at 1 November
2024 (the "Pre-Liquidation
Interim Dividend"). The expected
payment date for the Pre-Liquidation Interim Dividend is 22
November 2024.
As the
Company will be entering members' voluntary liquidation shortly
after the payment of the Pre-Liquidation Interim Dividend, the
dividend reinvestment plan operated by the Company will be
suspended and will not be available for the purposes of the
Pre-Liquidation Interim Dividend (but will be available for the
purposes of the Final Dividend).
The Aurora
Board proposes to pay an interim dividend of 3.00 pence per Aurora
Share in respect of the period to 30 September 2024 which is
expected to be paid on 6 December 2024 to Aurora Shareholders on
the register of members of Aurora as at close of business on 1
November 2024 (the "Aurora Interim
Dividend"). Artemis Alpha
Shareholders receiving New Aurora Shares in connection with the
Scheme will not be entitled to receive the Aurora Interim Dividend
in respect of their New Aurora Shares.
However,
such Artemis Alpha Shareholders will be entitled to participate in
any dividends declared by Aurora with a record date after the date
of the issue of New Aurora Shares to them.
10
Risk
factors
Shareholders
are
strongly
urged
to
read
carefully
the
risk
factors
contained
in
Part
4
of
the
Circular which sets
out
the
material
risks
known
to
the
Directors
at
the
date
of
the
Circular in relation
to
the
Proposals.
Shareholders
are also strongly urged to read the section containing risk factors
in the Aurora Prospectus.
11
Taxation
Shareholders
are
advised
to
read
carefully
the
section
headed
"UK
Taxation"
in
paragraph
7 of Part
2
of
the
Circular which
sets
out
a
general
guide
to
certain
aspects
of
current
UK
tax
law
and
HMRC
published
practice.
Please note
that nothing in the Circular or this announcement constitutes tax
advice. Shareholders are strongly advised to consult their own
professional advisers as to
their tax position.
12
General
Meetings
The
implementation of the Proposals will require two general meetings
of the Company. The notices convening the First General Meeting (to
be held at 2.00 p.m. on 19 November 2024) and the Second
General Meeting
(to
be
held
at
9.00 a.m.
on 29 November 2024) are set
out
at
the
end
of
the
Circular. Both meetings will take place at the offices of Artemis
Fund Managers Limited, Cassini House, 57 St. James's Street, London
SW1A 1LD.
The
Resolutions
to
be
proposed
at
the
General
Meetings,
on
which
all
Shareholders
may
vote,
are
as
follows:
12.1
First General
Meeting
The
Resolutions to be considered at the First General Meeting (which
will each be proposed as special resolutions) will, if passed,
approve the terms of the Scheme and associated amendments to the
Articles set out in Part 3 of the Circular, authorise the
Liquidators to enter into and give effect to the Transfer Agreement
with Aurora, purchase the interests of any Dissenting Shareholders
and authorise the Liquidators to apply to cancel the listing of the
Shares with effect from such date as the Liquidators may
determine.
Each
Resolution will require at least 75 per cent. of the votes cast in
respect of it, whether in person or by proxy, to be voted in favour
in order for it to be passed. The Scheme will not become effective
unless and until, inter
alia, the
Resolution to be proposed at the Second General Meeting has also
been passed.
12.2
Second
General Meeting
At the
Second General Meeting, a special resolution will be proposed
which, if passed, will place the Company into liquidation, appoint
the Liquidators and agree the basis of their remuneration, instruct
the Company Secretary to hold the books to the Liquidators' order
and provide the Liquidators with appropriate powers to carry into
effect the amendments to the Articles made at the First General
Meeting. The Resolution to be proposed at the Second General
Meeting is conditional upon the passing of the Resolutions at the
First General Meeting, the Aurora Share Allotment Authority being
passed, the approval of the FCA and the London Stock Exchange of
the Admission of the New Aurora Shares to the Official List and to
trading on the Main Market of the LSE, respectively, and the
Directors and the Aurora Directors resolving to proceed with the
Scheme.
The
Resolution will require at least 75 per cent. of the votes cast in
respect of it, whether in person or by proxy, to be voted in favour
in order for it to be passed.
13
Recommendation
The
Board,
which has been advised by Singer Capital Markets,
considers
the
Proposals
and
the
Resolutions
to
be
proposed
at
the
General
Meetings
to
be
in the
best interests of Shareholders as a whole. In providing
its advice, Singer Capital Markets has taken into account the
commercial assessment of the Board.
Accordingly,
the Board unanimously recommends that Shareholders vote in favour
of the Resolutions, as
the
Directors
intend
to
do
in
respect
of
their
own
beneficial
holdings,
which
total 64,241
Ordinary Shares (representing 0.2 per cent. of the Company's total
voting rights) as at the Latest Practicable
Date.
The
Board
cannot,
and
does
not,
give
any
advice
or
recommendation
to
Shareholders
as
to
whether,
or
as
to what
extent,
they
should
elect
for
any
of
the
options
under
the
Proposals.
The
choice
between
the
options
available under
the
Proposals
will
be
a
matter
for
each
Shareholder
to
decide
and
will
be
influenced
by
their
individual investment objectives and by their personal, financial
and tax circumstances. Accordingly, Shareholders
should,
before
deciding
what
action
to
take,
read
carefully
all
the
information
in the
Circular and in the Aurora Prospectus.
14
Expected
Timetable
|
2024
|
|
|
Ex
dividend
date
for
Pre-Liquidation
Interim Dividend
|
31
October
|
Record
date for Pre-Liquidation
Interim Dividend
|
1
November
|
Latest
time
and
date
for
receipt
of
proxy
appointments in respect of the First General Meeting
|
2.00 p.m.
on 15 November
|
Latest
time and date for receipt of Forms of Election and TTE
Instructions
|
1.00
p.m. on 19 November
|
First
General
Meeting
|
2.00 p.m. on
19 November
|
Record
date for entitlements under the Scheme
|
6.00 p.m.
on 19 November
|
Ordinary
Shares disabled in CREST (for settlement)
|
close of
business on 19 November
|
Trading
in the Ordinary Shares on the London Stock Exchange
suspended
|
7.30 a.m.
on 20 November
|
Pre-Liquidation
Interim Dividend paid to
Shareholders
|
22
November
|
Calculation
Date
|
close of
business on 22 November
|
Latest
time and date for receipt of proxy appointments in respect of the
Second General Meeting
|
9.00 a.m.
on 27 November
|
Reclassification
of the Ordinary Shares
|
8.00 a.m.
on 28 November
|
Suspension
of listing of Reclassified Shares
|
7.30 a.m.
on 29 November
|
Second General Meeting
|
9.00 a.m. on
29 November
|
Effective
Date for implementation of the Scheme
|
29
November
|
Announcement
of the results of Elections, the ATS Rollover FAV per Share, the
ATS Cash Pool FAV per Share and the Aurora FAV per Share
|
29
November
|
CREST
accounts credited with, and dealings commence in, New Aurora
Shares
|
as soon as
reasonably practicable on 2 December
|
Cheques
despatched to Shareholders who elect for the Cash Option and CREST
accounts credited with cash
|
by no
later than 13 December
|
Certificates
despatched in respect of New Aurora Shares
|
13
December
|
Cancellation
of listing of Reclassified Shares
|
as soon as
practicable after the Effective Date
|
Note:
All references to time in this announcement are to UK time. Each of
the times and dates in the above expected timetable (other than in
relation to the General Meetings) may be extended or brought
forward. If any of the above times and/or dates change, the revised
time(s) and/or date(s) will be notified to Shareholders by an
announcement through a Regulatory Information Service.
A copy of
the Circular has been submitted to the National Storage Mechanism
and on the Company's website at
www.artemisfunds.com/en/gbr/adviser/funds/explorer/artemis-alpha-trustplc/ordinary-shares.
Defined
terms used in this announcement shall, unless the context requires
otherwise, have the meanings ascribed to them in the
Circular.
For
further information please contact:
|
Artemis Alpha
Trust plc
|
Via Singer
Capital Markets
|
Duncan
Budge (Chair)
|
|
Singer Capital
Markets
|
+44 (0) 20
7496 3079
|
Alaina
Wong
James
Todd
|
|
Important
Information
The
information in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be
placed for any purpose on the information contained in this
announcement or its accuracy or completeness. The material
contained in this announcement is given as at the date of its
publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to
herein are subject to revision and amendment.
This
announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This
announcement is not an offer of securities for sale into the United
States. Any securities that may be issued in connection with the
matters referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the
"Securities
Act") and may not be
offered or sold in the United States, except pursuant to an
applicable exemption from registration under the Securities Act and
in compliance with the securities laws of any state, county or any
other jurisdiction of the United States. No public offering of
securities is being made in the United States.
Furthermore, any
securities that may be issued in connection with the matters
referred to herein may not be offered or sold indirectly or
indirectly in, into or within the United States or to or for the
account or benefit of U.S. Persons except under circumstances that
would not result in the Company being in violation of the U.S.
Investment Company Act of 1940, as amended.
Outside
the United States, the securities may be sold to persons who are
not U.S. Persons pursuant to Regulation S.
Moreover,
any securities that may be issued in connection with the matters
referred to herein have not been, nor will they be, registered
under the applicable securities laws of Australia, Canada, Japan,
New Zealand, the Republic of South Africa, or any member state of
the EEA (other than any member state of the EEA where the shares
are lawfully marketed).
The value
of shares and the income from them is not guaranteed and can fall
as well as rise due to stock market and currency movements. When
you sell your investment you may get back less than you originally
invested. Figures refer to past performance and past performance
should not be considered a reliable indicator of future results.
Returns may increase or decrease as a result of currency
fluctuations.
This
announcement may include statements that are, or may be deemed to
be, "forward-looking statements". These forward-looking statements
can be identified by the use of forward-looking terminology,
including the terms "believes", "estimates", "anticipates",
"expects", "intends", "may", "might", "will" or "should" or, in
each case, their negative or other variations or similar
expressions. All statements other than statements of historical
facts included in this announcement, including, without limitation,
those regarding the Company's financial position, strategy, plans,
proposed acquisitions and objectives, are forward-looking
statements.
Forward-looking
statements are subject to risks and uncertainties and, accordingly,
the Company's actual future financial results and operational
performance may differ materially from the results and performance
expressed in, or implied by, the statements. These forward-looking
statements speak only as at the date of this announcement and
cannot be relied upon as a guide to future performance. Subject to
their respective legal and regulatory obligations, each of the
Company and the Investment Manager expressly disclaims any
obligations or undertaking to update or revise any forward-looking
statements contained herein to reflect any change in expectations
with regard thereto or any change in events, conditions or
circumstances on which any such statement is based unless required
to do so by law or any appropriate regulatory authority, including
FSMA, the UK Listing Rules, the Prospectus Regulation Rules, the
Disclosure Guidance and Transparency Rules, the Prospectus
Regulation and the UK Market Abuse Regulation.
None of
the Company or the Investment Manager, or any of their respective
affiliates, accepts any responsibility or liability whatsoever for,
or makes any representation or warranty, express or implied, as to
this announcement, including the truth, accuracy or completeness of
the information in this announcement (or whether any information
has been omitted from the announcement) or any other information
relating to them, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for
any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith. Each of the
Company and the Investment Manager, and their respective
affiliates, accordingly disclaim all and any liability whether
arising in tort, contract or otherwise which they might otherwise
have in respect of this announcement or its contents or otherwise
arising in connection therewith.