REG - Witan Inv Tst PLC - Result of General Meeting and Scheme Entitlements

Witan Investment TrustAnnouncement

09/10/2024 13:15

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RNS Number : 5691H  Witan Investment Trust PLC  09 October 2024

9 October 2024

Witan Investment Trust plc

 

Legal Entity Identifier: 213800XMW68XFT6D1X59

Result of Second General Meeting, Suspension and Cancellation of Shares

and Scheme Entitlements

In connection with the proposals for the combination of the assets of Witan
Investment Trust plc (the "Company") with Alliance Trust PLC ("ATST") (to be
renamed Alliance Witan PLC), by means of a scheme of reconstruction and
winding up of the Company under section 110 of the Insolvency Act 1986 (the
"Scheme"), the Board is pleased to announce the results of the Second General
Meeting and the Scheme entitlements.

Defined terms used in this announcement have the meanings given in the
Company's circular to Shareholders dated 12 September 2024 (the "Circular").
The Circular is available for viewing at the National Storage Mechanism which
is available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)  and on the
Company's website at www.witan.com (http://www.witan.com)

Result of Second General Meeting

The Company announces that the special resolution to place the Company into
members' voluntary liquidation was voted on and approved by Shareholders at
the Second General Meeting held at 9.30 a.m. this morning. Accordingly, Derek
Neil Hyslop and Richard Peter Barker (together the "Liquidators"), both
licensed insolvency practitioners of Ernst & Young LLP, have been
appointed as joint liquidators of the Company for the purposes of the
winding-up and distributing the assets of the Company in accordance with the
Scheme. Details of the number of votes cast for, against and withheld in
respect of the resolution, which was held on a poll, is set out below and will
also be published on the Company's website at www.witan.com
(http://www.witan.com) .

 Resolution                                                                Votes for      %       Votes against     %      Total votes cast  % Issued Share Capital   Votes withheld
 To place the Company into members' voluntary liquidation and appoint the   118,562,449   98.53%      1,768,564     1.47%   120,331,013      18.66%                    457,705
 Liquidators

 

The full text of the Resolution can be found in the notice of Second General
Meeting contained in the Circular.

For the purposes of section 341 of the Companies Act 2006, the votes validly
cast are expressed in the table above as a percentage of the Company's total
voting rights as at 6.30 p.m. on 7 October 2024 (644,998,651), being the time
at which a shareholder had to be registered in the Company's Register in order
to vote at the Second General Meeting. A vote "withheld" is not a vote in law
and has not been counted as a vote "for" or "against" a Resolution.

At the date of this announcement, there are 1,000,355,000 Ordinary Shares in
issue which, other than the 406,456,349 Ordinary Shares held in treasury,
carry one vote for every Ordinary Share held, and 2,555,000 Preference Shares,
carrying 20 votes for every Preference Share held. Therefore, as at the date
of this announcement the number of voting rights in the Company is
644,998,651.

Suspension and Cancellation of Shares

The Company's Reclassified Shares were suspended from listing on the Official
List and the Company's Register closed at 7.30 a.m. this morning, 9 October
2024, in anticipation of the Second General Meeting.

Admission and dealings in New ATST Shares will commence at 8.00 a.m. on 10
October 2024. The Company, through its advisers, has notified the Financial
Conduct Authority and the London Stock Exchange of the Company's intention to
cancel the Company's admission of the Reclassified Shares and the Preference
Shares to listing and trading at 8.00 a.m. on 10 October 2024.

Scheme Entitlements

As at the Calculation Date the entitlements calculated in accordance with the
terms of the Scheme were as follows:

·      WTAN FAV per Share: 286.293752 pence

·      Cash Pool NAV per Share: 278.363026 pence

·      ATST FAV per Share: 1,274.592460 pence

Therefore, Ordinary Shareholders will receive the following cash and/or number
of New ATST Shares.

For Ordinary Shareholders that elected (or are deemed to have elected) to
receive New ATST Shares each Reclassified Share with "A" rights attached to it
will receive 0.224615 New ATST Shares.

Fractions of New ATST Shares will not be issued under the Scheme and
entitlements to such New ATST Shares will be rounded down to the nearest whole
number. No cash payment shall be made or returned in respect of any fractional
entitlements, which will be retained for the benefit of ATST.

For Ordinary Shareholders that elected for the Cash Option each Reclassified
Share with "B" rights attached to it will receive 278.363026 pence in cash

As noted in the Circular, the Directors have set aside sufficient assets in
the Liquidation Pool to meet all estimated liabilities and contingencies,
including the costs of implementing the Scheme and the prior entitlements on a
liquidation of the Preference Shares. The Directors have also provided in the
Liquidation Pool for a Liquidators' Retention of £100,000, which they,
together with the Liquidators, consider sufficient to meet any contingent
unknown or unascertained liabilities of the Company.

The Liquidation Pool (including the Liquidators' Retention) will be applied by
the Liquidators in discharging all current and future actual and contingent
liabilities of the Company. To the extent that some or all of the Liquidation
Pool remains when the Liquidators are in a position to close the liquidation,
such amount will be returned to Ordinary Shareholders on the Register as at
the Effective Date. If, however, any such amount payable to any Ordinary
Shareholder is less than £5.00 (after taking into account any expenses
associated with making the distribution), it will not be paid to the Ordinary
Shareholders but instead will be paid by the Liquidators to the Nominated
Charity.

In accordance with the Circular, Ordinary Shareholders who elected, or were
deemed to have elected, for the Rollover Option will receive their New ATST
Shares via CREST as soon as is reasonably practicable on 10 October 2024 and,
in relation to Ordinary Shareholders who held their Ordinary Shares in
certificated form, share certificates in respect of New ATST Shares will be
despatched in the week commencing 14 October 2024. Ordinary Shareholders who
elected for the Cash Option will have their entitlements despatched in the
week commencing 14 October 2024 via CREST and/or cheque and/or electronic
payment to the Ordinary Shareholder's mandated bank or building society
account as recorded by the Registrar.

Following the appointment of the Liquidators, all further enquiries regarding
the Company should be made to the Liquidators, whose contact details are
below.

 For further information please contact:
 Liquidators            +44 13 1460 2397

                         Witan@parthenon.ey.com
 Derek Neil Hyslop

 Richard Peter Barker

 

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