Proposed merger with Gartmore Growth Opportunities
27 Setembro 2010 - 3:10AM
UK Regulatory
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
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