GGOR Gart.Gwth

 

TIDMATS TIDMGGOR 
 
RNS Number : 3191T 
Artemis Alpha Trust PLC 
27 September 2010 
 

Artemis Alpha Trust plc (the "Company" or "ATS") 
Proposed merger with Gartmore Growth Opportunities plc 
 
The Board is pleased to announce that it has reached agreement in principle with 
Gartmore Growth Opportunities plc ("GGO") in respect of a merger of the assets 
of the two companies to be effected through a scheme of reconstruction and 
winding up of GGO (the "Proposals"). 
 
Overview of the Proposals 
 
Under the Proposals, which are to be recommended by the Boards of both 
companies, shareholders of GGO ("GGO Shareholders") will be offered a choice 
between:- 
 
·      continuing their investment in GGO in a tax-efficient manner by rolling 
their investment into ATS, receiving such number of ordinary shares in ATS with 
a formula asset value on the approval of the Proposals ("FAV") equal to 98.5% of 
the FAV of their GGO shares; and 
 
·      an immediate cash exit at 95% of FAV, for up to 30% of GGO's issued share 
capital as at the effective date of the Proposals (the "Cash Option"). Elections 
by GGO Shareholders to receive in excess of 30% of their holding for cash will 
be accepted to the extent that other shareholders have made elections for cash 
for less than 30% of their holdings.  The record date for GGO Shareholders to be 
entitled to elect for the Cash Option is the close of business on 24 September 
2010. 
 
The Cash Option will be funded through the voluntary early exercise of all of 
the Company's manager warrants to subscribe for ordinary shares in the Company 
held by Artemis's fund managers (the "ATS Manager Warrants") raising 
approximately GBP8 million, and also from existing cash resources, augmented as 
required by a short term debt facility.  Following the exercise of all the ATS 
Manager Warrants, Artemis fund managers will have an aggregate holding in the 
Company of GBP22.0 million based on the closing price of the Company's ordinary 
shares on 24 September 2010. 
 
Under the Proposals, new ordinary shares in ATS issued to GGO Shareholders 
electing to rollover their investment into ATS will rank pari passu with the 
existing ATS ordinary shares save for the interim dividend in respect of the six 
months to 31 October 2010. 
 
The Company will continue to be managed by John Dodd and Adrian Paterson 
pursuing the Company's existing investment objective and applying the Company's 
existing investment policy and approach.  In view of the early exercise of the 
ATS Manager Warrants to facilitate the cash exit for GGO Shareholders, it is 
envisaged that ATS will introduce a performance-related fee element to its 
management arrangements which continues to align the interests of Artemis with 
those of the Company's shareholders. 
 
Bonus issue of subscription shares by ATS 
 
All shareholders, including those GGO Shareholders electing to rollover into 
ATS, will receive one subscription share in ATS for every seven ATS ordinary 
shares held or issued pursuant to the Proposals. It is currently envisaged that 
each ATS subscription share will confer the right (but not the obligation) to 
subscribe for one ATS ordinary share upon exercise of such ATS subscription 
share and on payment of a conversion price which is expected to be equal to a 
10% premium to the NAV of an ATS ordinary share immediately following 
implementation of the Proposals. It is currently intended that the ATS 
subscription shares will have a seven year life and will be traded on the London 
Stock Exchange. 
 
Key benefits of the Proposals 
 
The Proposals have a number of benefits for ATS shareholders, the key ones of 
which are 
·      the acquisition of a high quality investment portfolio which is 
complimentary to ATS's existing portfolio; 
·      introducing new investors into the Company and improving liquidity in the 
Company's shares; 
·      reducing the Company's fixed operating costs as a percentage of 
shareholder funds; and 
·      significant added value through a bonus issue of subscription shares. 
 
Costs of the proposals 
 
The Company will pay for its own costs of implementing the Proposals.  In 
addition, Artemis Investment Management has agreed to make a contribution 
towards the Company's costs.  GGO will meet its own costs associated with the 
Proposals (including fees payable on the early termination of the management 
agreement with Gartmore Investment Management Limited). The Proposals have been 
structured in a way to ensure that there will be no dilution to the Company's 
net asset value as a result of the Proposals. 
 
Expected Timetable 
Both the Company and GGO expect to post documents providing full details of the 
Proposals to their respective shareholders during November 2010 so as to enable 
shareholders' approval to be obtained in December 2010, with a view to the 
Proposals being completed shortly thereafter, subject to the receipt of all 
necessary regulatory approvals and tax clearances. 
 
Contact details 
 
Simon Miller                                         Tel: 07768 794 
182 
 Artemis Alpha Trust plc 
 
 Mark Tyndall 
           Tel: 0131 718 0401 
 Artemis Investment Management 
 
 Gordon 
Neilly                                        Tel: 020 7050 6778 
 Canaccord 
Genuity Limited 
 
 Ian Dighe 
Tel:  07785 703 261 
 Gartmore Growth Opportunities plc 
 
 Will Rogers 
                                      Tel: 020 7397 1920 
 Cenkos Securities 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCDMGZLZVRGGZZ 
 

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