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Alliance Trust PLC — Proxy Solicitation & Information Statement 2015
Apr 17, 2015
4604_rns_2015-04-17_238419a7-7fba-472b-84aa-3d6a818a61ff.pdf
Proxy Solicitation & Information Statement
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This letter is important. If you are in any doubt as to the action you should take, please seek advice immediately from an independent financial adviser authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in Alliance Trust PLC, please send this letter at once to the purchaser or transferee or to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.
16 April 2015
Dear
As a shareholder in Alliance Trust, over the last month you will have received various letters and read a great deal of media coverage about the requisition from Elliott Advisors to appoint three additional directors to the Board of our Company. You may also have received phone calls from the Company or Elliott encouraging you to vote one way or the other. As our AGM on 29 April approaches, I want firstly to thank the many shareholders who have taken the time to write to me personally to share their views. Secondly, I want to outline for you what I believe is at stake as you reach your final decision.
I do not intend to repeat all the arguments – they have already been set out at great length – but after all the claims and counterclaims have been made, it comes down to a simple question:
Who do you trust to run your company?
My fellow directors and I are acutely aware of our responsibility for the stewardship of the Company's heritage and its role in creating and protecting our investors' wealth for over 126 years. It is this that underpins our vision "to be the UK's most trusted investment and savings business". We believe that the strategy we have set for our Company will help us to achieve this vision, by delivering strong and sustainable investment performance for shareholders over the longer term.
As your Chair, I believe that strong corporate governance is fundamental to the way our Company is managed. As a Board we are always accountable to you as shareholders for our actions and we are very clear that you expect us to act with integrity and transparency in everything we do on your behalf.
One of the unique features of Alliance Trust, which has impressed me during my three years as your Chair, has been the strength of the relationship with all of our shareholders. This applies equally to large and small investors, institutional and retail, often built over successive generations. I very much value and welcome your interest and concern for our Company and your willingness to make your views known.
It's your time to decide
We have previously described Elliott and their affiliates as a business that seeks to influence companies to change their strategic direction through public and disruptive campaigns. As a hedge fund manager they do this to create value for their own investors and we believe they have very different perspectives from other shareholders of Alliance Trust.
That is why I believe the issue is not just about the three candidates Elliott have proposed – instead it is about Elliott's plans for the future of the Company which you own. To date, neither Elliott nor the candidates they have proposed join your Board have shared their plans.
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Alliance Trust PLC
8 West Marketgait, Dundee DD1 1QN T +44 (0)1382 321000 F +44 (0)1382 321185 E [email protected] www.alliancetrust.co.uk
The Board has concluded that the Elliott Resolutions are not in the best interests of shareholders as a whole, and unanimously recommends that you should vote against the Elliott Resolutions.
Our recommendation is clear because we believe that this is a critical moment for the future of the Company that you own. With your support we will continue to build on Alliance Trust's proud history and its tradition of "investing for generations" in order to create long-term value for shareholders, working for you today, tomorrow and over the years to come.
Please use your vote
Yours sincerely
Karin Forseke Chair
If you require assistance or have any queries in respect of the procedures for voting, a helpline is available on 0800 923 1527. Alternatively, you may e-mail your enquiries to [email protected]. The operators of the helpline are unable to give financial, legal or tax advice on the merits of any of the resolutions to be considered at our Annual General Meeting.
This letter contains "forward-looking statements" regarding the belief or current expectations of Alliance Trust PLC, its Directors and other members of its senior management about Alliance Trust PLC's businesses, financial performance and results of operations. These forward-looking statements are not guarantees of future performance. Rather, they are based on current views and assumptions and involve known and unknown risks, uncertainties and other factors, many of which are outside the control of Alliance Trust PLC and are difficult to predict, that may cause actual results, performance or developments to differ materially from any future results, performance or developments expressed or implied by the forward-looking statements. These forward-looking statements speak only as at the date of this circular. Except as required by applicable law, Alliance Trust PLC makes no representation or warranty in relation to them and expressly disclaims any obligation to update or revise any forward-looking statements contained herein to reflect any change in Alliance Trust PLC's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Any information contained in this circular on the price at which shares or other securities in Alliance Trust PLC have been bought or sold in the past, or on the yield on such shares, should not be relied upon as a guide to future performance.