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Artemis Alpha Tst (ATS)

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Tuesday 07 December, 2010

Artemis Alpha Tst

Results of General Meeting

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 £15 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 Date

5.00 p.m. on 7 December

Second general meeting of GGO

10.00 a.m. on 10 December

Effective Date of the Scheme

10 December

Admission and dealings commence 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

8.00 a.m. on 13 December

Conversion Price of Subscription Shares announced

13 December

Certificates despatched in respect of New Ordinary Shares and Subscription Shares issued in certificated form

Week commencing 20 December

Payment date for the Interim Dividend

4 February 2011

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 Miller

Artemis Alpha Trust plc

07768 794 182

Gordon Neilly/
Rishi Zaveri

Canaccord Genuity Limited

020 7050 6778/
020 7050 6780

Mark Tyndall

Artemis Investment Management LLP

0131 225 7300

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
 
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