Artemis Alpha Trust plc

Legal Entity Identifier: 549300MQXY2QXEIL3756

Results of Second General Meeting & Scheme Entitlements

In connection with the proposals for a combination of the assets of Artemis Alpha Trust plc (the "Company" or “ATS”) with Aurora Investment Trust plc (“Aurora") by means of a scheme of reconstruction and winding up of the Company under section 110 of the Insolvency Act 1986 (the "Scheme"), the Board is pleased to announce the result of the Second General Meeting and the Scheme entitlements.

Defined terms used in this announcement have the meanings given in the Company's circular to Shareholders dated 24 October 2024 (the "Circular") unless the context otherwise requires.

The Circular is available for viewing at the National Storage Mechanism which can be located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.artemisfunds.com.

Result of Second General Meeting

The Company announces that the special resolution to place the Company into members' voluntary liquidation was voted on and approved by Shareholders at the Second General Meeting held earlier today. Accordingly, Richard Peter Barker and Derek Neil Hyslop (together the "Liquidators"), both of Ernst & Young LLP of 1 More London Place, London, SE1 2AF have been appointed as joint liquidators of the Company. Details of the number of votes cast for, against and withheld in respect of the resolution, which was held on a poll, is set out below and will also be published on the Company's website at www.artemisfunds.com.

Resolution Votes for (including discretionary) % Votes against % Total votes cast Votes cast (excl. votes withheld)1 Votes withheld To place the Company into members' voluntary liquidation and appoint the Liquidators 13,464,800 99.89 15,379 0.11 13,480,179 41.21 0

1 As a percentage of total voting rights

For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights, being 32,713,152 as at 27 November 2024, being the time at which a shareholder had to be registered in the Register of Members in order to vote at the Second General Meeting.  A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.

The number of Shares in issue at the date of this announcement is 37,260,474. There are 4,547,322 Shares held in treasury. Therefore, as at the date of this announcement the number of voting rights in the Company are 32,713,152. 

The full text of the special resolution can be found in the notice of Second General Meeting contained in the Circular.

Suspension and Cancellation of Reclassified Shares

The Company's Reclassified Shares were suspended from listing on the Official List of the Financial Conduct Authority and from trading on the London Stock Exchange at 7.30 a.m. this morning, 29 November 2024, in anticipation of the Second General Meeting.

The Company, through its advisers, has notified the Financial Conduct Authority and the London Stock Exchange of the Company's intention to cancel the Company's admission of the Reclassified Shares to listing and trading at 8:00 a.m. on 2 December 2024.

Scheme Entitlements

As at the Calculation Date the entitlements calculated in accordance with the terms of the Scheme were as follows:

ATS Rollover FAV per Share: 410.640393 pence

ATS Cash Pool FAV per Share: 395.972183 pence

Aurora FAV per Share: 262.578373 pence

Therefore, Shareholders will receive the following cash and/or number of New Aurora Shares:

For Shareholders that elected (or are deemed to have elected) to receive New Aurora Shares,

Each Reclassified Share with "A" rights attached to it will receive 1.563877 New Aurora Shares. Fractional entitlements to New Aurora Shares will not be issued under the Scheme and entitlements will be rounded down to the nearest whole number. No cash payment will be made or returned in respect of any fractional entitlements, which will be retained for the benefit of Aurora.

For Shareholders that elected for the Cash Option:

Each Reclassified Share with "B" rights attached to it will receive 395.972183 pence in cash.

As noted in the Circular, the Directors have set aside sufficient assets in the Liquidation Pool to meet all estimated liabilities and contingencies, including the costs of the winding up of the Company and the costs of implementing the Scheme. The Directors have also provided in the Liquidation Pool for a retention of £100,000 which they, together with the Liquidators, consider sufficient to meet any unknown or unascertained liabilities of the Company.

The Liquidation Pool will be applied by the Liquidators in discharging all current and future actual and contingent liabilities of the Company. Any balance remaining after discharging such liabilities from the Liquidation Pool will in due course be distributed to Shareholders pro rata to their respective holdings of Shares in accordance with the terms of the Scheme.

In accordance with the Circular, Shareholders who elected, or were deemed to have elected, for the Rollover Option will receive their New Aurora Shares via CREST on 2 December 2024 and, in relation to certificated Shareholders, share certificates in respect of New Aurora Shares will be despatched on 13 December 2024. Shareholders who elected, or were deemed to have elected, for the Cash Option will have their entitlements despatched by no later than 13 December 2024 via CREST and/or cheque.

Following the appointment of the Liquidators, all further enquiries regarding the Company should be made to the Liquidators, whose contact details are below.

EY Parthenon Craig Robertson +44 131 777 2809 Derek Hyslop +44 131 777 2430

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 27th Nov 2024, was:

 

EX Income

408.50p

NAV per Ord share (incl. income)

408.37p

 

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 26th Nov 2024, was: EX Income 408.05p NAV per Ord share (incl. income) 407.92p

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 25th Nov 2024, was: EX Income 410.86p NAV per Ord share (incl. income) 410.73p

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 22nd Nov 2024, was:

 

EX Income

406.92p

NAV per Ord share (incl. income)

406.78p

 

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 21st Nov 2024, was:

 

EX Income

404.84p

NAV per Ord share (incl. income)

404.70p

 

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 20th Nov 2024, was: EX Income 405.79p NAV per Ord share (incl. income) 405.66p

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 19th Nov 2024, was: EX Income 414.04p NAV per Ord share (incl. income) 413.85p

Artemis Alpha Trust plc

Legal Entity Identifier: [549300MQXY2QXEIL3756]

Results of First General Meeting

 In connection with the proposals for a combination of the assets of Artemis Alpha Trust plc (the "Company" or “ATS”) with Aurora Investment Trust plc by means of a scheme of reconstruction and winding up of the Company under section 110 of the Insolvency Act 1986 (the "Scheme"), the Board is pleased to announce that the Resolutions which were put forward at the First General Meeting held today have been approved by Shareholders.

Details of the number of proxy votes cast for, against and withheld in respect of the resolutions are set out below and will also be published on the Company's website:

www.artemisfunds.com/en/gbr/adviser/funds/explorer/artemis-alpha-trust-plc/ordinary-shares.

 Resolution Votes for (incl. discretionary) % Votes against % Total votes cast Votes cast (excl. votes withheld)1 Votes withheld 1. To approve the reclassification of the shares in the capital of the Company as shares with "A" rights and shares with "B" rights and to approve changes required to the Company's articles of association. 15,518,475 99.91 14,623 0.09 15,533,098 47.48% 0 2. To approve the Scheme;  further amend the Company's articles of association in order to implement the Scheme; and to instruct the Liquidators to give effect to the Scheme. 15,516,368 99.89 16,667 0.11 15,533,035 47.48% 63

1 As a percentage of total voting rights

For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights, being 32,713,152 as at 15 November 2024, being the time at which a shareholder had to be registered in the Register of Members in order to vote at the First General Meeting.  A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.

The number of Shares in issue at the date of this announcement is 37,260,474. There are 4,547,322 Shares held in treasury. Therefore, as at the date of this announcement the number of voting rights in the Company are 32,713,152.

The full text of the Resolutions can be found in the notice of First General Meeting contained in the Company's circular to Shareholders dated 24 October 2024 (the "Circular"). The Circular is available for viewing at the National Storage Mechanism which can be located at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

and on the Company's website at: www.artemisfunds.com/en/gbr/adviser/funds/explorer/artemis-alpha-trust-plc/ordinary-shares.

The Shares will be disabled for settlement in CREST from 6:00 p.m. on 19 November 2024 and trading will be suspended from 7.30 a.m. on 20 November 2024. Following the reclassification of the Shares on 28 November 2024, the Reclassified Shares will be suspended from listing at 7.30 a.m. on 29 November 2024.

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 3000 Alaina WongJames Todd

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 18th Nov 2024, was:

 

EX Income

413.71p

NAV per Ord share (incl. income)

413.54p

 

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 15th Nov 2024, was:

 

EX Income

413.54p

NAV per Ord share (incl. income)

413.39p

 

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 14th Nov 2024, was:

 

EX Income

411.68p

NAV per Ord share (incl. income)

411.54p

 

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 13th Nov 2024, was:

 

EX Income

409.51p

NAV per Ord share (incl. income)

409.25p

 

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 12th Nov 2024, was:

 

EX Income

409.01p

NAV per Ord share (incl. income)

409.28p

 

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 11th Nov 2024, was:

 

EX Income

416.67p

NAV per Ord share (incl. income)

416.94p

 

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 8th Nov 2024, was:

 

EX Income 411.63p NAV per Ord share (incl. income) 411.93p

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 7th Nov 2024, was:

 

EX Income

414.04p

NAV per Ord share (incl. income)

414.35p

 

TR-1: Standard form for notification of major holdings

1. Issuer Details

ISIN

GB0004355946

Issuer Name

ARTEMIS ALPHA TRUST PLC

UK or Non-UK Issuer

UK

2. Reason for Notification

An acquisition or disposal of voting rights

3. Details of person subject to the notification obligation

Name

1607 Capital Partners, LLC

City of registered office (if applicable)

Richmond

Country of registered office (if applicable)

United States

4. Details of the shareholder

Name

City of registered office

Country of registered office

State Street Global Advisors

Boston

United States

Bank of New York Mellon

New York

United States

The Northern Trust Company

Chicago

United States

5. Date on which the threshold was crossed or reached

04-Nov-2024

6. Date on which Issuer notified

06-Nov-2024

7. Total positions of person(s) subject to the notification obligation

.

% of voting rights attached to shares (total of 8.A)

% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)

Total of both in % (8.A + 8.B)

Total number of voting rights held in issuer

Resulting situation on the date on which threshold was crossed or reached

16.516213

0.000000

16.516213

5402974

Position of previous notification (if applicable)

15.260024

0.000000

15.260024

 

8. Notified details of the resulting situation on the date on which the threshold was crossed or reached

8A. Voting rights attached to shares

Class/Type of shares ISIN code(if possible)

Number of direct voting rights (DTR5.1)

Number of indirect voting rights (DTR5.2.1)

% of direct voting rights (DTR5.1)

% of indirect voting rights (DTR5.2.1)

GB0004355946

0

5402974

0.000000

16.516213

Sub Total 8.A

5402974

16.516213%

8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))

Type of financial instrument

Expiration date

Exercise/conversion period

Number of voting rights that may be acquired if the instrument is exercised/converted

% of voting rights

 

 

 

 

 

Sub Total 8.B1

 

 

 

8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))

Type of financial instrument

Expiration date

Exercise/conversion period

Physical or cash settlement

Number of voting rights

% of voting rights

 

 

 

 

 

 

Sub Total 8.B2

 

 

 

9. Information in relation to the person subject to the notification obligation

1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.

Ultimate controlling person

Name of controlled undertaking

% of voting rights if it equals or is higher than the notifiable threshold

% of voting rights through financial instruments if it equals or is higher than the notifiable threshold

Total of both if it equals or is higher than the notifiable threshold

 

 

 

 

 

10. In case of proxy voting

Name of the proxy holder

 

The number and % of voting rights held

 

The date until which the voting rights will be held

 

11. Additional Information

Kevin Rutherford, CCO804-525-1752

12. Date of Completion

06-Nov-2024

13. Place Of Completion

Richmond, VA

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 6th Nov 2024, was: EX Income 412.88p NAV per Ord share (incl. income) 413.25p

The unaudited net asset value (calculated on the AIC basis) of Artemis Alpha Trust plc, as at the close of business on 5th Nov 2024, was:

 

EX Income

413.77p

NAV per Ord share (incl. income)

414.15p