Results of General Meeting
07 Dezembro 2010 - 1:02PM
UK Regulatory
TIDMATS TIDMGGOR
RNS Number : 5303X
Artemis Alpha Trust PLC
07 December 2010
Artemis Alpha Trust PLC
7 December 2010
Results of General Meeting
The Board of Artemis Alpha Trust plc (the "Company") refers to the Circular and
the Prospectus published by the Company on 11 November 2010 in connection with
the scheme of reconstruction and winding up of Gartmore Growth Opportunities plc
("GGO") and the related Bonus Issue of Subscription Shares. Following GGO
Shareholders voting in favour of the resolutions proposed at the class and
general meetings of the holders of GGO Shares on 29 November 2010, the Board of
the Company is pleased to announce that the special resolution and the ordinary
resolution proposed at the General Meeting of the Company this morning in
connection with the Proposals were both duly passed.
Both Resolutions were passed on a show of hands. The results of the proxy votes
on the Resolutions were as follows:
Resolution 1 (to approve the allotment of New Ordinary Shares to GGO
Shareholders and to the holders of Manager Warrants, to renew the Company's
authority to allot Ordinary Shares on a non-pre-emptive basis, to approve the
Bonus Issue of Subscription Shares, to authorise the Company to make market
purchases of Ordinary Shares and Subscription Shares, to cancel the amount
standing to the credit of the Company's share premium account and to approve the
adoption of the New Articles of Association)
Votes for*: 10,829,605 Ordinary Shares
Votes against: 361,784 Ordinary Shares
Votes withheld**: 0 Ordinary Shares
Resolution 2*** (to approve certain changes to the terms of the Manager Warrant
Agreements to allow the Manager Warrants to be exercised other than on their
normal exercise dates and to approve certain changes to the investment
management fee arrangements so as to introduce a performance fee)
Votes for*: 9,313,564 Ordinary Shares
Votes against: 387,333 Ordinary Shares
Votes withheld**: 75,265 Ordinary Shares
* the "Votes for" include those votes giving the Chairman
discretion.
** A "Vote withheld" is not a vote in law and is not counted in the
calculation of the votes for or against the resolution.
*** Only Independent Shareholders (being Shareholders other than members
of the Artemis Group and their Associates) were entitled to vote on this
resolution.
A copy of the Resolutions and the New Articles of Association has been submitted
to the National Storage Mechanism and will shortly be available for inspection
at http://www.hemscott.com/nsm.do.
Elections by GGO Shareholders
GGO Shareholders holding approximately 73.78 per cent. of the shares in GGO
elected or were deemed to elect to roll over their investment into the Company
and will be issued New Ordinary Shares under the Proposals. The number of New
Ordinary Shares to be issued pursuant to the GGO Scheme will be announced by 10
December 2010 at the latest.
Funding the Cash Option
Earlier today, the Company entered into a new facility agreement with The Royal
Bank of Scotland plc pursuant to which RBS has agreed to provide a GBP15 million
multi currency revolving credit facility to the Company. This facility is
available until 12 November 2011. The Company will draw down all or part of the
facility on the Effective Date to fund in part elections for the Cash Option.
Interest is payable on this facility at a rate which is the aggregate of a
margin of 1.55 per cent. per annum, LIBOR and mandatory costs. An arrangement
fee of 0.6 per cent. of the amount of the facility is payable on the Effective
Date.
Expected timetable
It should be noted that the Proposals remain conditional upon inter alia the
approval of GGO Shareholders at the second general meeting of GGO to be held at
10.00 a.m. on 10 December 2010.
The expected timetable in relation to the implementation of the Proposals is as
follows:
+----------------+------------+
| | 2010 |
+----------------+------------+
| Calculation | 5.00 |
| Date | p.m. |
| | on 7 |
| | December |
+----------------+------------+
| Second | 10.00 |
| general | a.m. |
| meeting | on 10 |
| of GGO | December |
+----------------+------------+
| Effective | 10 |
| Date of | December |
| the | |
| Scheme | |
+----------------+------------+
| Admission | 8.00 |
| and | a.m. |
| dealings | on 13 |
| commence | December |
| in the | |
| New | |
| Ordinary | |
| Shares | |
| and the | |
| Subscription | |
| Shares and | |
| CREST | |
| accounts | |
| credited in | |
| respect of | |
| New Ordinary | |
| Shares and | |
| Subscription | |
| Shares | |
| issued in | |
| uncertificated | |
| form | |
+----------------+------------+
| Conversion | 13 |
| Price of | December |
| Subscription | |
| Shares | |
| announced | |
+----------------+------------+
| Certificates | Week |
| despatched | commencing |
| in respect | 20 |
| of New | December |
| Ordinary | |
| Shares and | |
| Subscription | |
| Shares | |
| issued in | |
| certificated | |
| form | |
+----------------+------------+
| Payment | 4 |
| date | February |
| for the | 2011 |
| Interim | |
| Dividend | |
+----------------+------------+
Notes:
1. The dates set out in the expected timetable above may be adjusted by
the Company, in which event details of the new dates will be notified to the UK
Listing Authority and the London Stock Exchange and an announcement will be made
through aregulatory information service that is on the list of regulatory
information services maintained by the Financial Services Authority.
2 All references to time in this announcement are to London time.
Enquiries
+---------+------------+---------------+
| Simon | Artemis | 07768 794 182 |
| Miller | Alpha | |
| | Trust | |
| | plc | |
+---------+------------+---------------+
| Gordon | Canaccord | 020 |
| Neilly/ | Genuity | 7050 |
| Rishi | Limited | 6778/ |
| Zaveri | | 020 7050 6780 |
+---------+------------+---------------+
| Mark | Artemis | 0131 225 7300 |
| Tyndall | Investment | |
| | Management | |
| | LLP | |
+---------+------------+---------------+
Notes
Terms defined in the Circular to shareholders dated 11 November 2010 shall have
the same meaning in this announcement unless the context otherwise requires.
Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the FSA, is acting for the Company and for no-one else in connection
with the Proposals, and will not be responsible to anyone other than the Company
for providing the protections afforded to customers of Canaccord Genuity Limited
or for providing advice to any other person in relation to the Proposals or any
other matter referred to in this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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