Results of the Scheme and Issue of New Shares

Aurora Investment Trust PLC

29 November 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR 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.

This announcement contains inside information for the purposes of Article 7 of Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. The person responsible for arranging for the release of this announcement on behalf of Aurora Investment Trust plc is Frostrow Capital LLP, the Company Secretary.

Aurora Investment Trust plc

LEI: 2138007OUWIZFMAGO575

Results of the Scheme and Issue of New Shares

29 November 2024

Results of Scheme

In connection with the combination of the assets of the Company with the assets of Artemis Alpha Trust plc ("Artemis Alpha"), which was approved by Artemis Alpha Shareholders earlier today, the Board of Aurora Investment Trust plc (the "Company") is pleased to announce that the Company will acquire approximately £100 million of net assets from Artemis Alpha in consideration for the issue of 38,369,114 New Shares to Artemis Alpha Shareholders in accordance with the Scheme.

The number of New Shares to be issued was calculated based on an Aurora FAV per Share of 262.578373 pence and an ATS Rollover FAV per Share of 410.640393 pence, producing a conversion ratio of approximately 1.563877 New Shares for every Artemis Alpha Share rolling over, each calculated in accordance with the Scheme. As set out in the Shareholder circular published by the Company on 24 October 2024 (the "Circular"), fractions of New Shares arising as a result of the conversion ratio will not be issued under the Scheme and entitlements to such New Shares will be rounded down to the nearest whole number.

Issue of New Shares

Applications have been made for the New Shares to be admitted to listing on the closed-ended investment funds category of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 2 December 2024.

Following the issue of the New Shares noted above, the Company's share capital will consist of 114,661,838 Shares, with each Share holding one voting right. No Shares are held in treasury.

The figure of 114,661,838 Shares may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in voting rights, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules.

General

As noted in the Circular, as part of the Proposals the name of the Company is being changed from 'Aurora Investment Trust plc' to 'Aurora UK Alpha plc'. Now the Scheme has become effective, the Company will apply to the Registrar of Companies to change the name of the Company accordingly. A separate announcement will be made in due course informing Shareholders of when the change of name will take effect.

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular.

For further information please contact:
Aurora Investment Trust plc	via Quill PR
Lucy Walker, Chair
Dickson Minto Advisers LLP (joint financial adviser)
Douglas Armstrong Andrew Manson	[phone] [phone]
Panmure Liberum Limited (joint financial adviser and corporate broker)
Chris Clarke	[phone]
Frostrow Capital LLP (company secretary)
Paul Griggs	[phone]
Quill PR (media enquiries)
Sarah Gibbons-Cook	Tel: [phone] Email:   [e-mail]

Important Information

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended, or any US state securities laws, and may not be offered or sold in the United States, except pursuant to an applicable exemption from such registration. No public offering of securities is being made in the United States.

 

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