Alliance Trust PLC
20 June 2006
Tuesday 20 June 2006
Announcement by The Alliance Trust PLC and The Second Alliance Trust PLC (the
'Companies')
COURT SANCTIONS MERGER BY WAY OF SCHEME OF ARRANGEMENT
New Alliance Trust PLC shares to be listed on Wednesday 21 June
Alliance Trust PLC is expected to be the UK's largest generalist investment
trust company listed on the London Stock Exchange
The Boards of the Companies are pleased to announce that the Court of Session
has sanctioned the merger of The Alliance Trust PLC ('Alliance Trust') and The
Second Alliance Trust PLC ('Second Alliance') by way of scheme of arrangement
under Section 425 of the Companies Act 1985 (the 'Merger').
The Merger will take effect on 21 June 2006. In accordance with the terms of the
Merger, each Alliance Trust share of 25p will be divided into 10 new ordinary
shares of 2.5p.
The Formula Asset Value ('FAV') Ratio has been calculated as at 15 June 2006.
The Alliance Trust FAV (assuming the 10:1 share split) is 381.28889p and the
Second Alliance FAV is 3,334.48764p resulting in a FAV ratio of 8.74530 and the
issue of 8.7453 new Alliance Trust shares for every 1 Second Alliance share
held at 6pm on 20 June 2006. Entitlements to less than one new Alliance Trust
share will not be issued to Second Alliance shareholders but will be aggregated
and sold in the market. Net proceeds of sale of £3 or more will be paid on 30
June 2006.
671,909,760 new Alliance Trust shares of 2.5p will be admitted to the Official
List and to the London Stock Exchange at 8.00 a.m. on 21 June. CREST accounts
will be credited on 21 June, and certificates for the new Alliance Trust shares
will be despatched in the week commencing 26 June 2006. The ISIN number for the
new shares is GB00B11V7W98.
With effect from today, the name of The Alliance Trust PLC will change to
Alliance Trust PLC.
Shares in The Second Alliance Trust PLC will be delisted at 7.30am on 21 June
2006.
Alliance Trust PLC will now adopt a quarterly dividend policy, with the first
quarterly dividend for the period to 31 October 2006 expected to be paid on or
around 31 January 2007.
As a result of the Merger, Alliance Trust PLC is expected to be the UK's largest
generalist investment trust company listed on the London Stock Exchange with net
assets in excess of £2.5 billion.
Alliance Trust Chairman Lesley Knox said, 'This merger is a milestone in
Alliance Trust's long and respected history as a preferred choice of thousands
of private investors for their long-term investments. The Merger, which won
overwhelming support, allows us to go forward as one, simplified company,
totally focused on creating value for our shareholders by continuing to invest
wisely across different asset classes, while balancing risk.'
Chief Executive Alan Harden said, 'We will go on working with energy and
purpose, seeking the best ways to develop our company for the benefit of our
shareholders whether through our stock-picking skills, our risk management
expertise or by making the most of new business opportunities such as those open
to our financial services subsidiaries in pensions or in asset management.'
For further information, please contact:
Lesley Knox, Chairman - 01382 306041
Alan Harden, Chief Executive - 01382 306041
For investor enquiries contact:
Kelly O'Donnell - 01382 306036
Advisers to Alliance Trust:
Christopher Smith, JPMorgan Cazenove - 020 7588 2828
Angus Gordon Lennox, JPMorgan Cazenove - 020 7588 2828
Advisers to Second Alliance Trust:
Andrew Zychowski, Dresdner Kleinwort Wasserstein - 020 7623 8000
Robbie Robertson, Dresdner Kleinwort Wasserstein - 020 7623 8000
David Yovichic, Dresdner Kleinwort Wasserstein - 020 7623 8000
Media Contacts
Jane Holligan, Media Relations Manager Amy Fisher/ David Masters
Alliance Trust PLC Lansons Communications
Tel +44 (0)1382 306064 Tel +44 07740 951021/ 07786 394688
Mobile +44 07745 783212
Email jane.holligan@alliancetrust.co.uk Email amyf@lansons.com, davidm@lansons.com
Web www.alliancetrust.co.uk
Notes to editors
1. Founded in 1888, the Alliance Trust is a generalist investment trust company
which invests worldwide across a range of assets and sectors. The Second
Alliance was founded in 1883. Both companies, which have the same investment
objectives, have shared staff and premises since 1918.
2. On 10 May 2006, shareholders of the Alliance Trust and the Second Alliance
approved a merger between the two companies that will take effect on June 21,
2006.
3. Alliance Trust Savings which, on the merger, will become a 100% subsidiary of
the Alliance Trust, provides and administers self-invested personal pensions and
a choice of investment wrappers.
4. The merger is expected to make the Alliance Trust the largest generalist
investment trust company listed on the London Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
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