Alliance Trust has made an announcement in response to the press speculation over the weekend. They say, as communicated to shareholders in October of last year and more recently at the time of the publication of the annual results in March this year, a number of significant changes to Alliance Trust have been implemented in order to enhance shareholder value and to better position the Company to deliver consistent outperformance in a cost-effective manner. As part of that process, changes have been made to the composition of the Company’s Board of Directors to make it fully independent and comprised solely of non-executive directors, including the appointment of Lord Smith of Kelvin as Chairman in February 2016.
The Board has recently appointed Canaccord Genuity, alongside other specialist advisers, to advise the Company on continuing this process of development, to include a strategic review of the Group encompassing a broad range of potential courses of action which the Company might choose to take for the benefit of its shareholders. Alliance Trust wishes to thoroughly explore all options available to it for the long-term future benefit of shareholders and therefore expects that the strategic review outcome may not be determined for some months.
The Board of Alliance Trust notes recent press speculation relating to an unsolicited approach received by the Board and confirms that RIT Capital Partners plc has approached Alliance Trust with an informal proposal for a merger of the two companies. However, no detailed terms have been provided by RIT with regard to the proposal or in respect of the Company’s two principal operating subsidiaries. The Board of Alliance Trust will incorporate any formal merger proposal received from RIT into its strategic review, alongside the other options being considered.
There can be no certainty that any transaction will result from the strategic review. In the interim, shareholders are strongly advised to take no action and to await the outcome of the Board’s strategic review.
As a consequence of this announcement, the Company is now considered to be in an “Offer Period” as defined in the City Code on Takeovers and Mergers (the “Code”). Accordingly, the Company is required to suspend share buy backs.
In accordance with Rule 2.6(a) of the Code, RIT must, by 5.00 pm on 27 June 2016, being the 28th day following the date of this announcement, either announce a firm intention to make an offer for the Company under Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company under Rule 2.8 of the Code, unless the Takeover Panel agrees otherwise in accordance with Rule 2.6(c) of the Code.
RIT Capital Partners plc says it notes the announcement by Alliance Trust PLC. It goes on to say that the possibility of combining the two companies for the benefit of both sets of shareholders is at a very preliminary stage of consideration. Further analysis and discussion will determine whether such an outcome is indeed in the best interests of shareholders and can be achieved. There is no certainty that an offer by RIT for the share capital of Alliance Trust will be made.
RCP : RIT Capital Partners says Alliance Trust approach “very preliminary”