Pre-Annual General Meeting Information • Oct 24, 2024
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant or other appropriate independent financial adviser who is authorised under the Financial Services And Markets Act 2000 (as amended) ("FSMA") if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside of the United Kingdom.
If you have sold or otherwise transferred all of your ordinary shares ("Shares") in Aurora Investment Trust plc (the "Company"), please send this document as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee except that this document should not be sent to any jurisdictions under any circumstances where to do so might constitute a violation of local securities laws and regulations.
The definitions used in this document are set out in Part 4 of this document.
(Incorporated in England and Wales with registered number 03300814 and registered as an investment company under section 833 of the Companies Act 2006)
and
The Proposals described in this document are conditional on Shareholder approval. Your attention is drawn to Part 3 of this document which summarises the factors associated with the Proposals. Your attention also is drawn to the letter from the Chair of the Company set out in Part 1 of this document, which contains, among other things, the recommendation of the Board that Shareholders vote in favour of the Resolution to be proposed at the General Meeting referred to below. This document should be read in its entirety before deciding what action you should take.
Notice of the General Meeting of the Company to be held at the Company's registered office, 25 Southampton Buildings, London WC2A 1AL, on 22 November 2024 at 10.30 a.m. (the "General Meeting") is set out at the end of this document.
All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf.
Hard copy Forms of Proxy have not been included with this document. Shareholders can vote by logging onto www.signalshares.com and following the instructions. Shareholders who have not previously registered for the Signal Share portal will require their Investor Code to vote in this manner. Shareholders can find their Investor Code on their share certificate. Shareholders can also request their Investor Code from the Registrar, Link Group, by calling them at 0371 664 0321. Lines are open between 9.00 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Proxies submitted via the Signal Share portal for the General Meeting must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than 10.30 a.m. on 20 November 2024.
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and by logging on to the website www.euroclear.com. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. Proxies submitted via CREST for the General Meeting must be transmitted so as to be received by the Registrar (ID RA10) as soon as possible and, in any event, by no later than 10.30 a.m. on 20 November 2024.
Institutional investors may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar, Link Group. For further information regarding Proxymity, please go to https://proxymity.io/. Proxies submitted via Proxymity for the General Meeting must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by no later than 10.30 a.m. on 20 November 2024.
Shareholders may request a hard copy Form of Proxy directly from the Registrar, Link Group, via telephone on 0371 664 0321 or via email at: [email protected]. To be valid, the Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of the same, must be completed and returned to the office of the Registrar, Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL, by not later than 10.30 a.m. on 20 November 2024.
In each case please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document.
Dickson Minto Advisers, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as sponsor and joint financial adviser to the Company only and for no one else in connection with the Proposals and the other arrangements referred to in this document. Dickson Minto Advisers will not regard any other person (whether or not a recipient of this document) as its client in relation to the Proposals and the other arrangements referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing any advice in relation to the Proposals, the contents of this document or any transaction or arrangement referred to in this document. This does not exclude any responsibilities that Dickson Minto Advisers may have under FSMA or the regulatory regime established thereunder.
This document should be read as a whole and your attention is drawn to the section titled "Action to be taken" on page 9 of this document.
| Page | ||
|---|---|---|
| EXPECTED TIMETABLE | 4 | |
| PART 1 | LETTER FROM THE CHAIR | 5 |
| PART 2 | DETAILS OF THE SCHEME AND THE ISSUE | 11 |
| PART 3 | RISK FACTORS | 18 |
| PART 4 | DEFINITIONS | 19 |
| NOTICE OF GENERAL MEETING | 28 |
| 2024 | |
|---|---|
| Publication of this document | 24 October |
| Record date for the Aurora Interim Dividend | 1 November |
| Last day for dividend re-investment plan elections in respect of the Aurora Interim Dividend |
15 November |
| Latest time and date for receipt of Forms of Proxy and the appointment of proxies by electronic means for the General Meeting |
10.30 a.m. on 20 November |
| General Meeting | 10.30 a.m. on 22 November |
| Announcement of results of the General Meeting | 22 November |
| Calculation Date in relation to the Scheme | close of business on 22 November |
| Effective Date for implementation of the Scheme | 29 November |
| Announcement of the results of the Artemis Alpha Shareholder elections, the ATS Rollover FAV per Share, the ATS Cash Pool FAV per Share and the |
|
| Aurora FAV per Share | 29 November |
| Admission and dealing in New Shares commence | 8.00 a.m. on 2 December |
| CREST accounts credited in respect of New Shares in uncertificated form |
as soon as is reasonably practicable on 2 December |
| Share certificates in respect of New Shares held in certificated form despatched |
by no later than 10 Business Days from the Effective Date |
| Date of payment for the Aurora Interim Dividend | 6 December |
Note: All references to time in this document are to UK time. Each of the times and dates in the above expected timetable (other than in relation to the General Meeting) may be extended or brought forward. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.
(Incorporated in England and Wales with registered number 03300814 and registered as an investment company under section 833 of the Companies Act 2006)
Directors Registered Office Lucy Walker (Chair) 25 Southampton Buildings Farah Buckley London Rachael Robathan England David Stevenson WC2A 1AL
24 October 2024
Dear Shareholder
As announced on 2 September 2024, the Board has agreed terms with the Board of Artemis Alpha Trust plc ("Artemis Alpha") in respect of a proposed combination of the assets of the Company with the assets of Artemis Alpha. The combination, if approved by Existing Aurora Shareholders and Artemis Alpha Shareholders, will be effected by way of a scheme of reconstruction and members' voluntary winding up of Artemis Alpha under section 110 of the Insolvency Act (the "Scheme") and the associated transfer of part of the cash, assets and undertaking of Artemis Alpha to the Company in exchange for the issue of new ordinary shares of 25 pence each in the capital of the Company (the "New Shares") to Artemis Alpha Shareholders who are deemed to have elected for the Rollover Option (the "Issue") (together, the "Proposals").
Following implementation of the Proposals, it is intended that the Enlarged Company will continue to be managed on the same basis as it is currently. In particular, the Company's investment objective and investment policy will not change as a result of the implementation of the Proposals, and the Portfolio will continue to be managed by the Phoenix, with Gary Channon continuing as lead portfolio manager. However, the Board intends to change the name of the Company to "Aurora UK Alpha plc" as soon as practicable following the Effective Date.
Implementation of the Scheme is conditional upon, among other things, the approval by Existing Aurora Shareholders at the General Meeting of the Resolution to authorise the issue of New Shares pursuant to the Scheme and the approval of the Artemis Alpha Resolutions by Artemis Alpha Shareholders at the Artemis Alpha General Meetings. The purpose of this document is to explain the Proposals and the actions required to be taken in order for them to be implemented and to convene the General Meeting, Notice of which is set out at the end of this document. Further details of the Resolution to be proposed at the General Meeting are set out below. The expected timetable associated with the Proposals is set out on page 4 of this document.
The Board considers the Proposals to be in the best interests of Shareholders as a whole and recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.
As noted above, the Proposals will be effected by way of a scheme of reconstruction of Artemis Alpha under section 110 of the Insolvency Act, resulting in the members' voluntary winding up of Artemis Alpha and the transfer of part of Artemis Alpha's cash, assets and undertaking (the "Rollover Pool") to the Company in return for the issue of New Shares in the Company on a formula asset value ("FAV") for FAV basis. That is to say, Eligible Artemis Alpha Shareholders will be issued New Shares on the basis of the ratio of the ATS Rollover FAV per Share to the Aurora FAV per Share, as set out in paragraph 2.4 of Part 2 of this document.
The Scheme is conditional on, amongst other things, approval of the Resolution at the General Meeting and the approval of the Artemis Alpha Resolutions by Artemis Alpha Shareholders at the Artemis Alpha General Meetings. Further details of the conditions attaching to the Scheme are set out below.
Under the Scheme, Eligible Artemis Alpha Shareholders will be deemed, by default, to have elected to receive New Shares (the "Rollover Option") to the extent they do not make a valid election to receive cash in respect of some or all of the Artemis Alpha Shares they own (the "Cash Option") or to the extent that their elections for the Cash Option are scaled back in accordance with the Scheme.
The maximum number of Artemis Alpha Shares that can be elected (or be deemed to have been elected) for the Cash Option is, in aggregate, 25 per cent. of the total number of Artemis Alpha Shares in issue (excluding Artemis Alpha shares held in treasury) as at the Calculation Date (the "Maximum Cash Option Shares"). Eligible Artemis Alpha Shareholders are entitled to elect for the Cash Option in respect of more than 25 per cent. of their individual holdings of Artemis Alpha Shares (the "Basic Entitlement", such excess amount being an "Excess Application"). However, should total elections and deemed elections for the Cash Option exceed 25 per cent. of the Artemis Alpha Shares in issue (excluding Artemis Alpha Shares held in treasury) as at the Calculation Date, Excess Applications for the Cash Option will be scaled back in a manner which is, as near as practicable, pari passu and pro rata among all Eligible Artemis Alpha Shareholders who have made such Excess Applications such that the aggregate number of Artemis Alpha Shares elected (or deemed to have been elected) for the Cash Option shall equal the Maximum Cash Option Shares.
Cash entitlements under the Cash Option will be calculated on the basis of the ATS Cash Pool FAV. The ATS Cash Pool FAV will be calculated as the ATS Residual Net Asset Value multiplied by the percentage of Artemis Alpha Shares in respect of which valid elections have, or are deemed to have, been made for the Cash Option (following any required scaling back in accordance with the Scheme) (the "Cash Exit Percentage"), less:
The Cash Pool Liquidity Adjustment reflects, for those Artemis Alpha Shareholders who elect (or are deemed to elect) for the Cash Option, the benefit of being able to exit their holdings without immediately triggering a requirement upon Artemis Alpha to sell assets that may not be readily realisable within the timeframe of the Proposals. The Cash Pool Liquidity Adjustment will be calculated as at the Calculation Date on the value of the Unquoted Holdings transferring to the Company pursuant to the Scheme.
The value arising from the application of the Cash Option Adjustments will be allocated to the Rollover Pool. The benefit of the Cash Option Adjustments will be allocated to Artemis Alpha Shareholders that are deemed to elect for the Rollover Option pursuant to the Scheme up to an amount equal to the proportion of Artemis Alpha's Scheme costs that are attributable to the Rollover Pool. In the event the value arising from the application of the Cash Option Adjustments exceeds this amount, the surplus will not be taken into account in the calculation of the respective FAVs, and will be credited to the Enlarged Company.
The New Shares are being issued to Eligible Artemis Alpha Shareholders, and to the Liquidators in respect of Excluded Artemis Alpha Shareholders, in consideration for the transfer of the Rollover Pool to the Company in connection with the recommended proposals to combine the Company and Artemis Alpha, pursuant to a scheme of reconstruction and members' voluntary winding up of Artemis Alpha under section 110 of the Insolvency Act. The Rollover Pool will consist of investments aligned with the Company's investment objective and policy as at the Effective Date, together with cash and cash equivalents. Any cash in the Rollover Pool, and any proceeds of the realisation of cash equivalents in the Rollover pool, will be used to acquire investments in accordance with the Company's investment policy.
Further details of the Scheme and the Issue are set out in Part 2 of this document.
The New Shares are ordinary shares, denominated in Sterling, in the Company and will rank equally in all respects with the existing issued Shares (other than in respect of dividends or other distributions declared, made or paid on the existing Shares prior to the date of the issue of the New Shares). For the avoidance of doubt, Artemis Alpha Shareholders receiving New Shares under the Scheme will not, in respect of those New Shares, be entitled to the Aurora Interim Dividend. However, such Artemis Alpha Shareholders will be entitled to participate in any dividends declared by the Company with a record date after the date of the issue of New Shares to them.
The Board believes that, if implemented, the Proposals will offer Shareholders the following benefits:
Implementation of the Proposals is subject to a number of conditions, including:
Unless the conditions referred to above have been satisfied or, to the extent permitted, waived by both the Company and Artemis Alpha on or before 31 March 2025 no part of the Proposals will become effective and no New Shares will be issued.
Save as noted below, each of the Company and Artemis Alpha will bear its own costs in respect of the Proposals irrespective of whether the Proposals proceed. The costs incurred (or to be incurred) by the Company in implementing the Proposals primarily comprise financial advisory fees, legal fees, other professional advisory fees, printing costs and other applicable expenses, in each case including any related VAT and disbursements (the "Company Fixed Implementation Costs"). The Company Fixed Implementation Costs are estimated to be approximately £536,976 (including irrecoverable VAT), equivalent to 0.25 per cent. of the Company's Net Asset Value as at 21 October 2024.
Any costs of the realignment and/or realisation of the Artemis Alpha Portfolio prior to the Scheme becoming effective will be borne by Artemis Alpha. Any: (i) sales or acquisition costs (including any commissions, taxes (including stamp duty), transaction charges and/or market charges) associated with the transfer of the Rollover Pool from Artemis Alpha to the Company, or the deployment of the cash therein upon receipt; and (ii) London Stock Exchange admission fees payable in respect of the admission of the New Shares to trading on the Main Market, will be borne by the Enlarged Company and will not be reflected in the ATS Rollover FAV or the Aurora FAV.
Phoenix has agreed to make a contribution of an amount equal to £750,000 towards the direct fixed costs to be incurred by the Company and Artemis Alpha in connection with the Proposals (the "Phoenix Costs Contribution"). The Phoenix Costs Contribution will be allocated first to pay the Company Fixed Implementation Costs up to a cap of £500,000 (with such amount being credited to the Aurora FAV), with the balance of the Phoenix Costs Contribution (being at least £250,000) allocated to pay Artemis Alpha's direct fixed costs in connection with the Proposals (with such amount being credited to the ATS Residual Net Asset Value). The exact allocation of the benefit of the Phoenix Costs Contribution between the Company and Artemis Alpha will be calculated as at the Calculation Date and reflected in the calculation of the ATS Rollover FAV and the Aurora FAV accordingly.
The Phoenix Costs Contribution will be effected through a waiver of the performance fees that would otherwise be payable by the Enlarged Company to Phoenix, up to the financial value of £750,000, in respect of each of the Relevant Periods. In the event that the aggregate performance fees payable in respect of the Relevant Periods is less than £750,000, Phoenix will satisfy any shortfall by transferring Shares it holds to the Enlarged Company or in cash (in either case net of any costs of making such transfer or payment and without the Enlarged Company making any payment to Phoenix). For the avoidance of doubt, any Shares transferred in settlement of any shortfall in the Phoenix Cost Contribution would be in addition to any Shares that may or may not be transferred by Phoenix to the Enlarged Company under the clawback element of the performance fee methodology.
The Phoenix Costs Contribution is subject to a clawback provision such that, in the event of the termination of Phoenix's appointment as AIFM and investment manager to the Enlarged Company on a no-fault basis: (i) on or prior to 31 December 2025, Phoenix will be entitled to claim back 100 per cent. of the Phoenix Costs Contribution; and (ii) between 1 January 2026 and 31 December 2026 (inclusive), 50 per cent. of the Phoenix Costs Contribution.
For the avoidance of doubt, in the event that implementation of the Scheme does not proceed, each party will bear its own costs and the Phoenix Costs Contribution will not be payable.
No expenses will be charged directly to investors by the Company in connection with the Issue or Admission.
In the light of the Scheme, the Board has decided to pay an interim dividend of 3.00 pence per Share in respect of the period to 30 September 2024, which is expected to be paid on 6 December 2024 to Shareholders on the Register as at close of business on 1 November 2024 (the "Aurora Interim Dividend"). The last day for elections under the dividend re-investment plan operated by the Registrar will be 15 November 2024. The Aurora Interim Dividend is being paid so as to ensure that Existing Aurora Shareholders do not suffer a dilution to the level of income that would be distributed in respect of the period from 31 December 2023 to 30 September 2024 as a result of the Scheme. Artemis Alpha Shareholders receiving New Shares in connection with the Scheme will not be entitled to receive the Aurora Interim Dividend in respect of their New Shares. However, such Artemis Alpha Shareholders will be entitled to participate in any dividends declared by the Company with a record date after the date of the issue of New Shares to them.
The Proposals are conditional, among other things, upon Shareholders' approval of the Resolution to be proposed at the General Meeting. The General Meeting will be held at 10.30 a.m. on 22 November 2024 at the Company's registered office, 25 Southampton Buildings, London WC2A 1AL. You will find set out on pages 28 to 30 at the end of this document the Notice convening the General Meeting at which Shareholders will be asked to consider and, if thought fit, approve the issue of New Shares under the Scheme. The Resolution will be proposed as an ordinary resolution and in order to be passed will, accordingly, require more than 50 per cent. of votes cast in person or by proxy to be voted in favour of it.
The Resolution will, if passed, authorise the Directors to allot up to 80 million New Shares to Eligible Artemis Alpha Shareholders who are deemed to have elected for the Rollover Option pursuant to the Scheme, such number being considered sufficient to satisfy the maximum number of New Shares that could be required to be issued in connection with the Scheme.
The authority sought by the Resolution will, if passed, be in addition to any previously granted general authorities to allot Shares and will expire on 31 March 2025. For the avoidance of doubt, the authority being sought pursuant to the Resolution is only capable of being used in connection with the issue of New Shares in connection with the Scheme and cannot be used for any other purpose.
If the Resolution is passed, the Directors will have authority to allot and issue Shares in connection with the Scheme representing up to approximately 104.9 per cent. of the Company's total issued share capital as at 21 October 2024, being the latest practicable date prior to the publication of this document.
All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf.
Shareholders are requested to complete and return proxy appointments to the Registrar by one of the following means:
In each case, the proxy appointments must be transmitted so as to be received by the Registrar as soon as possible and, in any event, so as to arrive by no later than 10.30 a.m. on 20 November 2024 (or, in the event that the General Meeting is adjourned, 48 hours (excluding non-working days) before the time of the adjourned General Meeting). To be valid, the proxy appointment must be completed in accordance with the instructions accompanying it and lodged with the Registrar by the relevant time.
The appointment of one or more proxies will not prevent you from attending and voting in person at the General Meeting should you wish to do so.
If the Resolution to be proposed at the General Meeting is not passed, the Proposals will not proceed and no New Shares will be issued pursuant to the Scheme.
Dickson Minto Advisers has given and not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which they appear.
The Board, which has been so advised by Dickson Minto Advisers, considers that the Proposals are in the best interests of the Company and of Shareholders as a whole. In advising the Board, Dickson Minto Advisers has taken into account the Board's commercial assessment of the Proposals.
Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings, which, in aggregate, amount to 58,650 Shares, representing approximately 0.08 per cent. of the Company's issued share capital as at 21 October 2024.
Yours faithfully
Lucy Walker Chair
The Issue is being undertaken pursuant to the proposed scheme of reconstruction and members' voluntary winding up of Artemis Alpha under section 110 of the Insolvency Act, which the Artemis Alpha Board has resolved to recommend to Artemis Alpha Shareholders. Under the Scheme, Artemis Alpha will be placed into members' voluntary liquidation and Eligible Artemis Alpha Shareholders will receive New Shares issued by the Company in exchange for the transfer to the Company of the Rollover Pool. Artemis Alpha Shareholders may alternatively elect for the Cash Option under the terms of the Scheme in respect of all or part of their holding of Artemis Alpha Shares.
The New Shares are only available to Eligible Artemis Alpha Shareholders (and, subject to the terms of the Scheme, the Liquidators as nominees for Excluded Artemis Alpha Shareholders) who are deemed to elect for the Rollover Option under the Scheme. The New Shares are not being offered to Existing Aurora Shareholders (save to the extent an Existing Aurora Shareholder is also an Eligible Artemis Alpha Shareholder) or to the public.
Subject to the passing of the Resolution to be proposed at the General Meeting to approve the Issue in connection with the Scheme and subject to the satisfaction of the other conditions of the Issue (details of which are set out in paragraph 4 of this Part 2 of this document), the Scheme will take effect on the Effective Date.
The Scheme will be implemented in accordance with the terms of the Transfer Agreement that will be entered into by the Company, Artemis Alpha and the Liquidators. The Transfer Agreement provides for the Rollover Pool to be transferred to the Company in consideration for the issue of New Shares to the Liquidators, who will renounce such New Shares in favour of Eligible Artemis Alpha Shareholders (and, subject to the terms of the Scheme, otherwise hold such New Shares as nominees for Excluded Artemis Alpha Shareholders) who are deemed to elect for the Rollover Option under the Scheme. Further details of the Transfer Agreement are provided in paragraph 5 below. Any cash and cash equivalents that is transferred in accordance with the terms of the Transfer Agreement will be invested by the Company in accordance with the Company's investment objective and policy.
Subject to the terms of the Scheme, each Eligible Artemis Alpha Shareholder on the Artemis Alpha Register on the Scheme Record Date will be deemed to have elected to receive such number of New Shares as have a value (at the Aurora FAV per Share) equal to the value (at the ATS Rollover FAV per Share) attributable to the number of Artemis Alpha Shares deemed to have been so elected, being the "Rollover Option", save to the extent that such Artemis Alpha Shareholder elects to receive, subject to the overall cap (as explained below), an amount of cash equal to the ATS Cash Pool FAV per Share attributable to the number of Artemis Alpha Shares so elected, being the "Cash Option".
The maximum number of Artemis Alpha Shares that can be elected (or be deemed to have been elected) for the Cash Option is, in aggregate, 25 per cent. of the total number of Artemis Alpha Shares in issue (excluding Artemis Alpha Shares held in treasury) as at the Calculation Date (the "Maximum Cash Option Shares"). Each Eligible Artemis Alpha Shareholder who validly elects to receive the Cash Option in respect of up to 25 per cent. of their individual holding of Artemis Alpha Shares as at the Calculation Date, rounded down to the nearest whole Artemis Alpha Share, will receive the full amount of cash for which they have elected (the "Basic Entitlement"). Artemis Alpha Shareholders are entitled to elect to receive cash in respect of more than 25 per cent. of their individual holdings of Artemis Alpha Shares (such excess amount being an "Excess Application"). However, in the event that aggregate elections and deemed elections are made for the Cash Option that exceed 25 per cent. of the Artemis Alpha Shares in issue (excluding Artemis Alpha Shares held in treasury) as at the Calculation Date, Artemis Alpha Shareholders who have made an election for the Cash Option in excess of their Basic Entitlement will have their Excess Applications scaled back in a manner which is, as near as practicable, pari passu and pro rata among all Eligible Artemis Alpha Shareholders who have made such Excess Applications such that the aggregate number of Artemis Alpha Shares elected (or deemed to have been elected) for the Cash Option shall equal the Maximum Cash Option Shares.
Eligible Artemis Alpha Shareholders will be deemed to have elected for the Rollover Option as the default option under the Scheme to the extent that they do not make a valid election for the Cash Option and to the extent elections for the Cash Option in excess of 25 per cent. of Artemis Alpha Shareholders' holdings are scaled back as a result of the Cash Option being oversubscribed. The terms of the Scheme as they relate to Excluded Artemis Alpha Shareholders (including Overseas Artemis Alpha Shareholders) are described in paragraph 9 below.
The issue of New Shares under the Scheme will be effected on a FAV for FAV basis as at the Calculation Date. On the Calculation Date, or as soon as practicable thereafter, the Artemis Alpha Directors and the Artemis Alpha Investment Manager, in consultation with the Liquidators, shall procure the finalising of the division of Artemis Alpha's undertaking, cash and other assets into three separate and distinct pools, namely the Liquidation Pool, the Cash Pool and the Rollover Pool, as follows and in the following order:
In advance of the Effective Date, the Artemis Alpha Directors intend that Artemis Alpha and/or the Artemis Alpha Investment Manager (or their agents) will have, to the extent practicable, realised or realigned the undertaking and business carried on by Artemis Alpha in accordance with the Scheme and the elections made or deemed to have been made thereunder so that, as far as practicable, Artemis Alpha will hold, in addition to assets destined to become the Cash Pool and the Liquidation Pool, investments suitable for transfer to the Company under the Transfer Agreement. The Rollover Pool will therefore consist of investments aligned with the Company's investment objective and investment policy as at the Effective Date, cash and cash equivalents.
On or following the Effective Date, the Liquidation Pool will be applied by Artemis Alpha (acting by the Liquidators) in discharging the liabilities of Artemis Alpha. The remaining balance of the Liquidation Pool, if any, shall be distributed in cash by the Liquidators pursuant to the Scheme to all Artemis Alpha Shareholders (excluding any Dissenting Artemis Alpha Shareholders) who were on the Artemis Alpha Register on the Scheme Record Date in proportion to their respective holdings of Artemis Alpha Shares on the Scheme Record Date, provided that if any such amount payable to any Artemis Alpha Shareholder is less than £5.00, it will not be paid to the Artemis Alpha Shareholder but instead will be retained by Artemis Alpha and sent to charity.
Cash entitlements under the Cash Option will be calculated on the basis of the ATS Cash Pool FAV. The ATS Cash Pool FAV will be calculated as the ATS Residual Net Asset Value multiplied by the percentage of Artemis Alpha Shares in respect of which valid elections have, or are deemed to have, been made for the Cash Option (following any required scaling back in accordance with the Scheme) (the "Cash Exit Percentage"), less:
The ATS Cash Pool FAV per Share (expressed in pence) shall be equal to the ATS Cash Pool FAV divided by the total number of Artemis Alpha Shares elected or deemed elected for the Cash Option, and rounded down to six decimal places.
The ATS Residual Net Asset Value shall be equal to the gross assets of Artemis Alpha as at the Calculation Date (calculated in accordance with Artemis Alpha's normal accounting policies) and adjusted to take account of Artemis Alpha's portion of the benefit of the Phoenix Costs Contribution, less: (i) the value of the cash and other assets appropriated to the Liquidation Pool (which includes any assets attributable to any Dissenting Artemis Alpha Shareholders); and (ii) the value of any dividends declared by Artemis Alpha as at the Calculation Date but not paid to Artemis Alpha Shareholders nor reflected in Artemis Alpha's Net Asset Value as at the Calculation Date.
The value arising from the application of the Cash Option Adjustments will be allocated to the Rollover Pool. The benefit of the Cash Option Adjustments will be allocated to Artemis Alpha Shareholders that are deemed to elect for the Rollover Option pursuant to the Scheme up to an amount equal to the proportion of Artemis Alpha's Scheme costs that are attributable to the Rollover Pool. In the event the value arising from the application of the Cash Option Adjustments exceeds this amount, the surplus will not be taken into account in the calculation of the respective FAVs, and will be credited to the Enlarged Company.
The number of New Shares to which each Eligible Artemis Alpha Shareholder who is deemed to have elected for the Rollover Option will be entitled will be calculated by dividing the ATS Rollover FAV per Share by the Aurora FAV per Share and applying this ratio (which will be calculated to six decimal places, with 0.0000005 rounded down) to the number of Artemis Alpha Shares in respect of which that Eligible Artemis Alpha Shareholder is deemed to have elected for the Rollover Option.
The ATS Rollover FAV will be calculated on the basis of the ATS Residual Net Asset Value multiplied by the percentage of Artemis Alpha Shareholders who are deemed to elect for the Rollover Option under the Scheme (the "Rollover Percentage") plus an amount equal to the lower of:
The ATS Rollover FAV per Share (expressed in pence) shall be equal to the ATS Rollover FAV divided by the total number of Artemis Alpha Shares deemed to be elected for the Rollover Option (excluding Artemis Alpha Shares held in treasury) and calculated to six decimal places (with 0.0000005 rounded down).
The Aurora FAV will be calculated on the basis of the Net Asset Value of the Company, calculated as at the Calculation Date in accordance with the Company's normal accounting policies on a cum-income basis, adjusted by:
The Aurora FAV per Share (expressed in pence) shall be equal to the Aurora FAV divided by the number of Shares in issue (excluding Shares held in treasury, if any) as at the Calculation Date and calculated to six decimal places (with 0.0000005 rounded down).
The New Shares will be issued on a non pre-emptive basis.
The New Shares are ordinary shares, denominated in Sterling, in the Company and will rank equally in all respects with the existing issued Shares (other than in respect of dividends or other distributions declared, made or paid on the existing Shares prior to the date of the issue of the New Shares). For the avoidance of doubt, Artemis Alpha Shareholders receiving New Shares under the Scheme will not, in respect of those New Shares, be entitled to the Aurora Interim Dividend. However, such Artemis Alpha Shareholders will be entitled to participate in any dividends declared by the Company with a record date after the date of the issue of New Shares to them.
The number of New Shares to be issued under the Scheme is not known as at the date of this document as it will be calculated in accordance with the formula stated above as at the Calculation Date and will depend on the elections and deemed elections made under the Scheme. The number of New Shares to be issued will be announced through an RIS announcement as soon as reasonably practicable following the Calculation Date and prior to the Issue. The Issue is not being underwritten.
For illustrative purposes only, had the Calculation Date been close of business on 21 October 2024, and assuming that: (i) there are no Dissenting Artemis Alpha Shareholders; (ii) the Maximum Cash Option Shares are elected or deemed to be elected for the Cash Option; (iii) the ATS Scheme Costs are £1,206,724; (iv) the Company Fixed Implementation Costs are £536,976; and (v) all of the Unquoted Holdings with value form part of the Rollover Pool, after deduction of the Artemis Alpha Pre-Liquidation Interim Dividend of 3.71 pence per Artemis Alpha Share and the Aurora Interim Dividend of 3.00 pence per Share:
The above figures are for illustrative purposes only and do not represent forecasts. The ATS Rollover FAV per Share, Aurora FAV per Share and ATS Cash Pool FAV per Share and Artemis Alpha Shareholders' entitlements under the Proposals may materially change up to the Effective Date as a result of, inter alia, changes in the value of investments.
The Company will notify Shareholders of the results of the Scheme and the Issue, including the calculations of the ATS Rollover FAV per Share, the ATS Cash Pool FAV per Share, the Aurora FAV per Share, and the number of New Shares to be issued under the Scheme, through an RIS as soon as reasonably practicable following the Calculation Date and prior to the Issue.
The Issue is conditional upon:
Unless the conditions referred to above have been satisfied or, to the extent permitted, waived by both the Company and Artemis Alpha on or before 31 March 2025, no part of the Proposals will become effective and no New Shares will be issued.
If the resolution to be proposed at the Second Artemis Alpha General Meeting is passed, the Company, Artemis Alpha and the Liquidators will enter into the Transfer Agreement on or around the Effective Date, which is expected to be 29 November 2024, pursuant to which the cash, undertaking and assets of Artemis Alpha comprising the Rollover Pool will be transferred to the Company in consideration for the issue by the Company of the New Shares to the Liquidators as nominees for Eligible Artemis Alpha Shareholders who are deemed to have elected for the Rollover Option, which the Liquidators have agreed to renounce in favour of such Eligible Artemis Alpha Shareholders (or otherwise continue to hold as nominees for Excluded Artemis Alpha Shareholders in accordance with the terms of the Scheme). The terms of the Scheme as they relate to Excluded Artemis Alpha Shareholders (including Overseas Artemis Alpha Shareholders) are described in paragraph 9 below.
The parties to the Transfer Agreement have entered into irrevocable undertakings to enter into the Transfer Agreement on the Effective Date in the event that all of the conditions to the Scheme are satisfied in full.
Completion of the transfer of the cash, undertaking and assets of Artemis Alpha comprised in the Rollover Pool will take place on the date of satisfaction of the Scheme Conditions or as soon as practicable thereafter.
Unless they are also holders of Artemis Alpha Shares, Existing Aurora Shareholders are not able to participate in the Issue and will experience a dilution to the percentage of the issued share capital that their current holding represents based on the actual number of New Shares issued under the Scheme.
For illustrative purposes only, if 37,691,748 New Shares were to be issued under the Scheme (being the estimated number of New Shares that will be issued pursuant to the Issue, assuming that: (i) there are no Dissenting Artemis Alpha Shareholders; (ii) the Maximum Cash Option Shares are elected or deemed to be elected for the Cash Option; and (iii) the ratio between the ATS Rollover FAV per Share and the Aurora FAV per Share is 1.536253 (as outlined in section 3 of this Part 2) then, based on the issued Share capital of the Company as at 21 October 2024, and assuming that: (a) an Existing Aurora Shareholder is not an Artemis Alpha Shareholder and is therefore not able to participate in the Issue; and (b) there has been no change to the Company's issued Share capital prior to Admission, an Existing Aurora Shareholder holding 1.0 per cent. of the Company's issued share capital as at 21 October 2024 would then hold approximately 0.67 per cent. of the Enlarged Company's issued share capital immediately following Admission. If no Artemis Alpha Shares were elected, or deemed elected, for the Cash Option but the assumptions above were otherwise to remain the same, 49,820,858 New Shares would be issued under the Scheme and an Existing Aurora Shareholder holding 1.0 per cent. of the Company's issued share capital as at 21 October 2024 would then hold approximately 0.60 per cent. of the Enlarged Company's issued share capital immediately following Admission.
Save as noted below, the Company and Artemis Alpha will bear its own costs in respect of the Proposals irrespective of whether the Proposals proceed. The costs incurred (or to be incurred) by the Company in implementing the Proposals primarily comprise financial advisory fees, legal fees, other professional advisory fees, printing costs and other applicable expenses, in each case including any related VAT and disbursements (the "Company Fixed Implementation Costs"). The Company Fixed Implementation Costs are estimated to be approximately £536,976 (including irrecoverable VAT), equivalent to 0.25 per cent. of the Company's Net Asset Value as at 21 October 2024.
Any costs of the realignment and/or realisation of the Artemis Alpha Portfolio incurred prior to the Scheme becoming effective will be borne by Artemis Alpha. Any: (i) sales or acquisition costs (including any commissions, taxes (including stamp duty), transaction charges and/or market charges) associated with the transfer of the Rollover Pool from Artemis Alpha to the Company, or the deployment of the cash therein upon receipt; and (ii) London Stock Exchange admission fees payable in respect of the admission of the New Shares to trading on the Main Market, will be borne by the Enlarged Company and will not be reflected in the ATS Rollover FAV or the Aurora FAV.
Phoenix has agreed to make a contribution of an amount equal to £750,000 towards the direct fixed costs to be incurred by the Company and Artemis Alpha in connection with the Proposals. The Phoenix Costs Contribution will be allocated first to pay the Company Fixed Implementation Costs up to a cap of £500,000 (with such amount being credited to the Aurora FAV), with the balance of the Phoenix Costs Contribution (being at least £250,000) allocated to pay Artemis Alpha's direct fixed costs in connection with the Proposals (with such amount being credited to the ATS Residual Net Asset Value). The exact allocation of the benefit of the Phoenix Costs Contribution between the Company and Artemis Alpha will be calculated as at the Calculation Date and reflected in the calculation of the ATS Rollover FAV and the Aurora FAV accordingly.
The Phoenix Costs Contribution will be effected through a waiver of the performance fees that would otherwise be payable by the Company to Phoenix, up to the financial value of £750,000, in respect of each of the Relevant Periods. In the event that the aggregate performance fees payable in respect of the Relevant Periods is less than £750,000, Phoenix will satisfy any shortfall by transferring Shares it holds to the Enlarged Company or in cash (in either case net of any costs of making such transfer or payment and without the Enlarged Company making any payment to Phoenix). For the avoidance of doubt, any Shares transferred in settlement of any shortfall in the Phoenix Cost Contribution would be in addition to any Shares that may or may not be transferred by Phoenix to the Enlarged Company under the clawback element of the performance fee methodology.
The Phoenix Costs Contribution is subject to a clawback provision such that, in the event of the termination of Phoenix's appointment as AIFM and investment manager to the Enlarged Company on a no-fault basis: (i) on or prior to 31 December 2025, Phoenix will be entitled to claim back 100 per cent. of the Phoenix Costs Contribution; and (ii) between 1 January 2026 and 31 December 2026 (inclusive), 50 per cent. of the Phoenix Costs Contribution.
Applications will be made by the Company to the FCA and to the London Stock Exchange for the New Shares to be admitted to listing on the closed-ended investment funds category of the Official List and to trading on the Main Market, respectively. It is not intended that any class of shares in the Company be admitted to listing or trading in any other jurisdiction. If the Proposals become effective, it is expected that the New Shares will be admitted to the Official List, and dealings on the Main Market will commence, on 2 December 2024.
The ISIN of the New Shares will be GB0000633262. The New Shares will be in registered form and may be held in either certificated or uncertificated form. Eligible Artemis Alpha Shareholders who are deemed to have elected for the Rollover Option and who hold their relevant Artemis Alpha Shares in certificated form as at the Scheme Record Date will receive their New Shares in certificated form and at their own risk. Temporary documents of title will not be issued. It is expected that certificates in respect of New Shares to be issued to the Eligible Artemis Alpha Shareholders entitled thereto will be despatched by no later than 10 Business Days from the Effective Date.
Eligible Artemis Alpha Shareholders who are deemed to have elected for the Rollover Option and who hold their relevant Artemis Alpha Shares in uncertificated form as at the Scheme Record Date will receive their New Shares in uncertificated form on 2 December 2024, although the Company reserves the right to issue such securities in certificated form. In normal circumstances, this right is only likely to be exercised by the Company in the event of an interruption, failure or breakdown of CREST or the facilities or system operated by the Registrar in connection with CREST. The Company will procure that instructions are given to credit the appropriate stock accounts in the CREST system with the relevant entitlements to New Shares in uncertificated form.
Fractional entitlements to New Shares will not be issued under the Scheme and entitlements will be rounded down to the nearest whole number of New Shares. No cash payments will be made or returned in respect of any fractional entitlements which will be retained for the benefit of the Company.
Excluded Artemis Alpha Shareholders will not receive New Shares pursuant to the Scheme in circumstances in which the Liquidators and/or the Company acting reasonably consider that, notwithstanding that Excluded Artemis Alpha Shareholder's entitlement to such New Shares under the Scheme, any such issue of New Shares to that Excluded Artemis Alpha Shareholder would or may involve a breach of the securities laws or regulations of any jurisdiction, or if the Liquidators and/or the Company reasonably believes that the same may violate any applicable legal or regulatory requirements or may require the Company to become subject to additional regulatory requirements (to which it would not be subject but for such issue) and the Liquidators and/or the Company, as the case may be, have not been provided with evidence reasonably satisfactory to them that the relevant Excluded Artemis Alpha Shareholder is permitted to hold New Shares under any relevant securities laws or regulation of such jurisdiction (or that the Company would not be subject to any additional regulatory requirements to which it would not be subject but for such issue).
To the extent that such an Excluded Artemis Alpha Shareholder would otherwise receive New Shares under the Scheme either because no election, or a partial election, for the Cash Option was made, or because an Excess Application was scaled back, then:
In considering the Proposals set out in this document, Shareholders should have regard to and carefully consider the risk factors described below in addition to the other information set out in this document. The following are those risk factors pertaining to the Proposals that the Board considers to be material as at the date of this document and that may materially and adversely affect the Company's business, financial condition, results or prospects. Additional risks and uncertainties pertaining to the Proposals that are not known to the Board at the date of this document or that the Board considers at the date of this document to be immaterial may also materially and adversely affect the Company's business, financial condition, results or prospects.
The foregoing risk factors are not exhaustive and do not purport to be a complete explanation of all risks and significant considerations relating to the Proposals and the Company. Additional risks and uncertainties not presently known to the Board may also have an adverse effect on the Proposals and/or the Company's business, financial condition, results or prospects.
In this document, the words and expressions listed below have the meanings set out opposite them (except where the context otherwise requires):
| Admission | the admission of the New Shares issued pursuant to the Issue to listing on the closed-ended investment funds category of the Official List and to trading on the Main Market becoming effective |
|---|---|
| AIFM or Phoenix | Phoenix Asset Management Partners Limited, a private limited company incorporated in England and Wales with registered number 03514660, the registered office of which is at 64-66 Glentham Road, Barnes, London SW13 9JJ |
| Artemis Alpha | Artemis Alpha Trust plc, a public limited company incorporated in England and Wales with registered number 00253644, the registered office of which is at Artemis Investment Management LLP, Cassini House 57-59, St. James's Street, London SW1A 1LD |
| Artemis Alpha Board | the board of directors of Artemis Alpha, including any duly constituted committee thereof |
| Artemis Alpha Directors | the directors of Artemis Alpha, from time to time |
| Artemis Alpha General Meetings | the First Artemis Alpha General Meeting and/or the Second Artemis Alpha General Meeting, as the context requires |
| Artemis Alpha Investment Manager | Artemis Fund Managers Limited, a private limited company incorporated in England and Wales with registered number 01988106, the registered office of which is at Cassini House, 57 St. James's Street, London SW1A 1LD |
| Artemis Alpha Portfolio | Artemis Alpha's portfolio of investments prior to the Effective Date |
| Artemis Alpha Register | the register of members of Artemis Alpha |
| Artemis Alpha Resolutions | the special resolutions to be proposed at the First Artemis Alpha General Meeting and the Second Artemis Alpha General Meeting, or any of them as the context may require |
| Artemis Alpha Shareholders | holders of Artemis Alpha Shares whose names are entered on the Artemis Alpha Register as at the Scheme Record Date |
| Artemis Alpha Shares | ordinary shares of 1 penny each in the capital of Artemis Alpha |
| ATS Cash Pool FAV | the ATS Residual Net Asset Value multiplied by the Cash Exit Percentage minus the Cash Option Adjustments |
| ATS Cash Pool FAV per Share | the ATS Cash Pool FAV divided by the total number of Artemis Alpha Shares elected and deemed to have been elected for the Cash Option (expressed in pence), and rounded down to six decimal places |
| ATS Residual Net Asset Value | an amount equal to the gross assets of Artemis Alpha as at the Calculation Date (calculated in accordance with Artemis Alpha's normal accounting policies) and adjusted to take account of Artemis Alpha's portion of the benefit of the Phoenix Costs Contribution, less: (i) the value of the cash and other assets appropriated to the Liquidation Pool (which includes any assets attributable to any Dissenting Artemis Alpha Shareholders); and (ii) the value of any dividends declared by Artemis Alpha as at the Calculation Date but not paid to Artemis Alpha Shareholders nor reflected in the Artemis Alpha Net Asset Value as at the Calculation Date |
|---|---|
| ATS Rollover FAV | the ATS Residual Net Asset Value multiplied by the Rollover Percentage plus an amount equal to the lower of: (a) the Cash Option Adjustments; and (b) the value of the ATS Scheme Costs multiplied by the Rollover Percentage |
| ATS Rollover FAV per Share | the ATS Rollover FAV divided by the total number of Artemis Alpha Shares deemed to have been elected for the Rollover Option (excluding Artemis Alpha Shares held in treasury) (expressed in pence) and calculated to six decimal places (with 0.0000005 rounded down) |
| ATS Scheme Costs | the direct fixed costs incurred and to be incurred by Artemis Alpha in connection with the Proposals |
| Aurora FAV | the Company's Net Asset Value calculated as at the Calculation Date, in accordance with the Company's normal accounting policies on a cum income basis, adjusted by: (a) deducting any dividends declared but neither reflected in the Company's Net Asset Value nor paid by the Company to Shareholders prior to the Calculation Date; (b) deducting an amount equal to the Company Fixed Implementation Costs (to the extent not already reflected in the Company's Net Asset Value as at the Calculation Date) and excluding, for the avoidance of doubt, any listing fees to be borne by the Company in respect of the listing of the New Shares and any stamp duty, SDRT or other transaction tax or investment costs incurred by the Company in connection with the transfer of the Rollover Pool; and (c) adding an amount equal to the benefit of the Phoenix Costs Contribution attributable to the Company |
| Aurora FAV per Share | the Aurora FAV divided by the number of Shares in issue (excluding Shares held in treasury, if any) as at the Calculation Date (expressed in pence) and calculated to six decimal places (with 0.0000005 rounded down) |
| Aurora Interim Dividend | the interim dividend of 3.00 pence per Share in respect of the period to 30 September 2024 which is expected to be paid by the Company on 6 December 2024 to Shareholders on the Register as at close of business on 1 November 2024 |
| Basic Entitlement | subject to the Scheme becoming effective in accordance with its terms, the entitlement of each Artemis Alpha Shareholder to elect for, and have accepted in full an election for, the Cash Option in respect of up to 25 per cent. by number of its holding of Artemis Alpha Shares as at the Calculation Date, rounded down to the nearest whole share |
| Board | the board of Directors of the Company, including any duly constituted committee thereof |
|---|---|
| Business Day | a day on which the London Stock Exchange and banks in the UK are normally open for business |
| Calculation Date | the time and date to be determined by the Artemis Alpha Board (but expected to be close of business on 22 November 2024) at which the value of Artemis Alpha's assets and liabilities will be determined for the purposes of creating the Liquidation Pool, the Cash Pool and the Rollover Pool, and at which the ATS Rollover FAV per Share, the ATS Cash Pool FAV per Share and the Aurora FAV per Share will be calculated for the purposes of the Scheme |
| Cash Exit Percentage | the percentage of Artemis Alpha Shares in respect of which valid elections have, or are deemed to have, been made for the Cash Option (following any required scaling back in accordance with the Scheme) |
| Cash Option | the option for Artemis Alpha Shareholders to receive cash under the terms of the Scheme |
| Cash Option Adjustments | the Cash Pool Liquidity Adjustment and the Cash Option Discount |
| Cash Option Discount | the 2 per cent. discount to be applied to elections made, and deemed to be made, for the Cash Option, as described in paragraph 2.3 of Part 2 of this document |
| Cash Pool | the pool of Artemis Alpha's assets attributable to the Artemis Alpha Shares elected or deemed to be elected for the Cash Option under the Scheme |
| Cash Pool Liquidity Adjustment | an amount equal to 20 per cent. of the aggregate value, as at the Calculation Date, of the Unquoted Holdings that form part of the Rollover Pool multiplied by the Cash Exit Percentage |
| Chair | the chair of the Board, from time to time |
| Companies Act | the UK Companies Act 2006, as amended from time to time |
| Company | Aurora Investment Trust plc (to be renamed "Aurora UK Alpha plc" subject to the Proposals becoming effective), a public limited company incorporated in England and Wales with registered number 03300814, the registered office of which is at 25 Southampton Buildings, London WC2A 1AL |
| Company Fixed Implementation Costs | all direct fixed costs incurred by the Company in connection with implementing the Scheme prior to the Effective Date |
| Company Secretary or Frostrow | Frostrow Capital LLP, a limited liability partnership incorporated in England and Wales under the Limited Liability Partnerships Act 2000 with registered number OC323835, the registered office of which is at 25 Southampton Buildings, London, WC2A 1AL |
| Continuation Vote | the triennial continuation vote held by the Company |
| CREST | the Relevant System as defined in the Uncertificated Securities Regulations in respect of which Euroclear is operator (as defined in the Uncertificated Securities Regulations), in accordance with which securities may be held in uncertificated form |
| Dickson Minto Advisers | Dickson Minto Advisers LLP, a limited liability partnership incorporated in England and Wales under the Limited Liability Partnerships Act 2000 with registered number OC448025, the registered office of which is at Dashwood House, 69 Old Broad Street, London EC2M 1QS |
|---|---|
| Directors | the directors of the Company, from time to time |
| Dissenting Artemis Alpha Shareholder | an Artemis Alpha Shareholder who validly dissents from the Scheme pursuant to section 111(2) of the Insolvency Act |
| Effective Date | the date on which the Scheme becomes effective, which is expected to be 29 November 2024 |
| Eligible Artemis Alpha Shareholder | Artemis Alpha Shareholders excluding (i) Dissenting Artemis Alpha Shareholders; and (ii) Excluded Artemis Alpha Shareholders, (save where the Company, at its absolute discretion, determines otherwise) |
| Eligible US Artemis Alpha Shareholder |
a US Artemis Alpha Shareholder who is not an Ineligible US Artemis Alpha Shareholder; |
| Enlarged Company | the Company following completion of the Proposals |
| EU | the European Union |
| Euroclear | Euroclear UK & International Limited, a private limited company incorporated in England and Wales with registered number 02878738, the registered office of which is at 33 Cannon Street, London EC4M 5SB, the operator of CREST |
| Excess Application | that portion of an election by an Artemis Alpha Shareholder for the Cash Option that exceeds that Artemis Alpha Shareholder's Basic Entitlement |
| Excluded Artemis Alpha Shareholder | an Artemis Alpha Shareholder who is: (i) an Overseas Artemis Alpha Shareholder; and/or (ii) a Sanctions Restricted Person |
| Existing Aurora Shareholders | holders of Shares prior to the Effective Date |
| FAV | formula asset value |
| FCA or Financial Conduct Authority | the Financial Conduct Authority of the United Kingdom whose place of business is at 12 Endeavour Square, London E20 1JN, including any replacement or substitute therefor, and any regulatory body or person succeeding, in whole or in part, to the functions thereof |
| First Artemis Alpha General Meeting | the general meeting of Artemis Alpha in relation to the Scheme, convened for 2.00 p.m. on 19 November 2024, or any adjournment of that meeting |
| Form of Proxy | the form of proxy for use in connection with the General Meeting |
| FSMA | the UK Financial Services and Markets Act 2000, as amended from time to time |
| Ineligible US Artemis Alpha Shareholder |
a US Artemis Alpha Shareholder which does not execute and return the US Investor Certificate to the Company and which, by acquiring/receiving New Shares, the Board believes would: (i) give rise to an obligation on the Company to register as an "investment company" under the US Investment Company Act or any similar legislation; (ii) give rise to an obligation on the Company to register the New Shares under the US Securities Act or any similar legislation; (iii) give rise to an obligation on the Company to register under the US Exchange Act or any similar legislation; (iv) result in the Company no longer being considered a "foreign private issuer" for the purposes of the US Securities Act or the US Exchange Act; (v) result in a "benefit plan investor" acquiring/receiving New Shares; or (vi) result in a US Person holding Shares in violation of the transfer restrictions set out in the Prospectus |
|---|---|
| Insolvency Act | the UK Insolvency Act 1986, as amended from time to time |
| ISIN | international securities identification number |
| Issue | the issue of New Shares to Eligible Artemis Alpha Shareholders and to the Liquidators (in respect of Excluded Artemis Alpha Shareholders), in each case pursuant to the Scheme |
| Liquidation Pool | the pool of cash and other assets of Artemis Alpha to be retained by the Liquidators to meet all known and unknown or unascertained liabilities of Artemis Alpha and other contingencies (including the Liquidators' Retention together with any accrued but unpaid dividends or interest thereon), as further described in paragraph 2.2 of Part 2 of this document |
| Liquidators | the liquidators of Artemis Alpha being, initially, the persons appointed jointly and severally upon the resolution to be proposed at the Second Artemis Alpha General Meeting becoming effective |
| Liquidators' Retention | the amount to be retained by the Liquidators to meet any unascertained, unknown or contingent liabilities of Artemis Alpha (such amount not expected to exceed £100,000) |
| London Stock Exchange | London Stock Exchange plc, a public limited company incorporated in England and Wales with registered number 02075721, the registered office of which is at 10 Paternoster Square, London EC4M 7LS |
| Main Market | the main market for listed securities operated by the London Stock Exchange |
| Maximum Cash Option Shares | the maximum number of Artemis Alpha Shares that can be elected (or be deemed to have been elected) for the Cash Option pursuant to the Scheme, being 25 per cent. of the total number of Artemis Alpha Shares in issue (excluding Artemis Alpha Shares held in treasury) as at the Calculation Date |
| NAV or Net Asset Value | the gross assets of the Company or Artemis Alpha (as the context requires) less the relevant company's liabilities (including provisions for such liabilities) determined by the relevant board of directors in their absolute discretion in accordance (save unless otherwise indicated) with the accounting principles adopted by that company |
| New Shares | the Shares to be issued to Eligible Artemis Alpha Shareholders and to the Liquidators (in respect of Excluded Artemis Alpha Shareholders), in each case pursuant to the Scheme |
|---|---|
| Notice of General Meeting or Notice | the notice of General Meeting, as set out at the end of this document |
| Official List | the official list maintained by the FCA |
| Overseas Artemis Alpha Shareholder | an Artemis Alpha Shareholder (excluding any Eligible US Artemis Alpha Shareholder) who has a registered address outside of, or who is a resident in, or a citizen or national of, any jurisdiction outside the United Kingdom |
| Phoenix Cost Contribution | the contribution to be made by Phoenix to the costs of the Scheme |
| Portfolio | the portfolio of investments in which the funds of the Company are invested from time to time |
| Proposals | the proposals for the Company's participation in the Scheme (including the Issue), as set out in further detail in this document and the Prospectus |
| Prospectus | the prospectus to be published by the Company in respect of the Issue on or around the date of this document |
| QIB | a "qualified institutional buyer" within the meaning of Rule 144A under the US Securities Act |
| Qualified Purchaser | a "qualified purchaser" as defined in Section 2(a)(51) of the US Investment Company Act |
| Registrar | Link Group, the trading name of Link Market Services Limited, a private limited company incorporated in England and Wales with registered number 02605568, the registered office of which is at Central Square, 29 Wellington Street, Leeds LS1 4DL |
| Register | the register of members of the Company |
| Regulation S | Regulation S under the US Securities Act |
| Regulatory Information Service or RIS | a service authorised by the FCA to release regulatory announcements to the London Stock Exchange |
| Relevant Periods | each of the financial years ending 31 December 2024, 31 December 2025 and 31 December 2026 |
| Relevant System | a computer-based system which enables title to units of a security to be evidenced and transferred without written instruments pursuant to the Uncertificated Securities Regulations |
| Resolution | the ordinary resolution to authorise the issue of New Shares pursuant to the Scheme, to be proposed for approval by Shareholders at the General Meeting |
| Rollover Option | the option under the Scheme whereby Eligible Artemis Alpha Shareholders are deemed to elect to receive such number of New Shares as have a value (at the Aurora FAV per Share) equal to the proportion of the Rollover Pool attributable to the number of Artemis Alpha Shares so elected |
Sanctions Authority each of:
Rollover Percentage the percentage of Artemis Alpha Shareholders who are deemed to elect for the Rollover Option under the Scheme
Rollover Pool the pool of cash, undertaking and other assets to be established under the Scheme and to be transferred from Artemis Alpha to the Company pursuant to the Transfer Agreement
Sanctions Restricted Person save as otherwise determined by the Artemis Alpha Directors under the Scheme, each person or entity:
| (iii) that is otherwise the subject of or in violation of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (a) the current "Sectoral Sanctions Identifications" list (which as of the date of this document can be found at: https://www.treasury.gov/ofac/downloads/ ssi/ ssilist.pdf) (the "SSI List"), (b) Annexes 3, 4, 5 and 6 of Council Regulation No. 833/2014, as amended by Council Regulation No. 960/2014 (the "EU Annexes"), or (c) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes |
|
|---|---|
| Scheme | the proposed scheme of reconstruction and members' voluntary winding up of Artemis Alpha under section 110 of the Insolvency Act, pursuant to which the Issue will be undertaken |
| Scheme Conditions | the conditions upon which the implementation of the Scheme is conditional |
| Scheme Record Date | the record date for determining entitlements of Artemis Alpha Shareholders pursuant to the Scheme, being 6.00 p.m. on 22 November 2024 (or such other date as determined at the sole discretion of the Artemis Alpha Directors) |
| SDRT | stamp duty reserve tax imposed under Part IV of the UK Finance Act 1986 |
| Second Artemis Alpha General Meeting |
the general meeting of Artemis Alpha in relation to the Scheme convened for 9.00 a.m. on 29 November 2024 or any adjournment of that meeting |
| Shareholder or Aurora Shareholder | a holder of Shares, including a holder of New Shares if the context so requires |
| Shares | ordinary shares with a nominal value of 25 pence each in the capital of the Company, including the New Shares following their issue if the context so requires |
| Sterling, £ or GBP | pounds sterling, the lawful currency of the UK |
| Transfer Agreement | the agreement for the transfer of assets from Artemis Alpha to the Company pursuant to the Scheme to be dated on or around the Effective Date between the Company, Artemis Alpha and the Liquidators |
| UK or United Kingdom | the United Kingdom of Great Britain and Northern Ireland |
| uncertificated or in uncertificated form | a share recorded on the register of members of a company as being held in uncertificated form in CREST and title to which, by virtue of the Uncertificated Securities Regulations, may be transferred by means of CREST |
| Uncertificated Securities Regulations |
any provision of the Companies Act relating to uncertificated shares (including the holding, evidencing of title to, or transfer of uncertificated shares) and any legislation, rules or other arrangements made under or by virtue of such provision, including without limitation the Uncertificated Securities Regulations 2001, as amended from time to time |
| Unquoted Holdings | the unlisted securities that form part of the Artemis Alpha Portfolio |
|---|---|
| United States or US | the United States of America, its territories and possessions, any state of the United States, and the District of Columbia |
| US Artemis Alpha Shareholder | an Artemis Alpha Shareholder that is a US Person |
| US Exchange Act | the US Securities Exchange Act of 1934, as amended from time to time |
| US Investment Company Act | the US Investment Company Act of 1940, as amended from time to time |
| US Investor Certificate | the representation letter that must be completed by US Artemis Alpha Shareholders who are both Qualified Purchasers and QIBs and returned to the Company in order to participate in the Scheme |
| US Person | a "U.S. person" as such term is defined under Regulation S |
| US Securities Act | the US Securities Act of 1933, as amended from time to time |
| VAT | value added tax |
(Incorporated in England and Wales with registered number 03300814 and registered as an investment company under section 833 of the Companies Act 2006)
NOTICE IS HEREBY GIVEN that a general meeting of Aurora Investment Trust plc (the "Company") will be held at the Company's registered office, 25 Southampton Buildings, London WC2A 1AL, at 10.30 a.m. on 22 November 2024 (the "General Meeting"), for the purpose of considering and, if thought fit, passing the following resolution as an ordinary resolution of the Company.
THAT, conditional upon the scheme of reconstruction and members' voluntary winding up of Artemis Alpha Trust plc under section 110 of the Insolvency Act 1986 (as described in the circular to the shareholders of the Company dated 24 October 2024 (the "Circular")) becoming unconditional in all respects (other than as regards any condition relating to the passing of this resolution), and in addition to any existing authority, the directors of the Company be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 to exercise all powers of the Company to allot ordinary shares of 25 pence each in the capital of the Company up to an aggregate nominal value of £20,000,000 (being approximately 104.9 per cent. of the issued share capital of the Company (excluding treasury shares) as at 21 October 2024) in connection with the Issue (as defined in the Circular), provided that this authority shall (unless previously revoked) expire on 31 March 2025.
Company Secretary WC2A 1AL
By Order of the Board Registered Office 25 Southampton Buildings Frostrow Capital LLP London
24 October 2024
CREST members and, where applicable, their CREST sponsors or voting system provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
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