ATST Alliance Trust Plc

 
TIDMATST 
 
 
   26 March 2015 
 
   Alliance Trust publishes Circular to shareholders and responds to 
Elliott Advisors (UK) Ltd.'s requisitioned resolutions 
 
   Further to the announcement made by Alliance Trust PLC confirming 
receipt of a requisition notice from Elliott Advisors (UK) Ltd. on 16 
March 2015, the Company has today published a Circular containing both a 
short, and more detailed letter from the Chair to shareholders and a 
statement from Elliott which the Company is also required to send to 
shareholders. The resolutions will be discussed and voted upon at the 
Company's forthcoming Annual General Meeting in Dundee, on Wednesday 29 
April 2015. The letter details the Board's response to Elliott's 
resolutions and its voting recommendation. 
 
   Highlights from the Circular are as follows: 
 
 
 
   -- The Board believes that Elliott has plans for disruptive actions and that 
      Elliott's proposal is not just about nominating directors. 
 
   -- Elliott's interests are at odds with the Company's other shareholders - 
      the Board believes that Elliott is looking to exit their shareholding 
      quickly 
 
   -- The Board considers that the proposed directors are not independent 
 
   -- The Company already has a clear and differentiated strategy which 
      consistently delivers strong shareholder returns - this should not be 
      jeopardised. 
 
 
 
 
   Commenting on the Circular, Alliance Trust's Chair, Karin Forseke, said: 
 
 
 
   "We urge all of our shareholders to consider carefully the Circular that 
we have published today and encourage them to play an active role in 
protecting the future of Alliance Trust by voting against the 
resolutions put forward by Elliott. 
 
 
 
   The Board is firm in its belief that this is about more than the 
nomination of directors and that Elliott has plans for disruptive 
actions that are at odds with the interests of other shareholders. The 
directors proposed by Elliott, who have been identified on its 
instruction, cannot be considered to be independent and we believe their 
addition to the Board would allow Elliott to pursue its own agenda and 
engineer a quick exit from its shareholding. 
 
 
 
   Alliance Trust is a company with a rich history and for whom the future 
prospects are bright. We are asking our investors to stand behind us, as 
they have before, to protect their company so we can continue to deploy 
our differentiated strategy and deliver strong returns for all 
shareholders for generations to come". 
 
   All terms used within this announcement will have the same meaning as 
applied within the Circular. 
 
   - Ends - 
 
   Chair's Letter to Shareholders Extracted from Today's Circular 
 
   Dear Shareholder, 
 
   Who are Elliott and what do they really want? 
 
   Our Company has been requisitioned by Elliott Advisors (UK) Ltd. to 
appoint three additional directors to the Board of Alliance Trust. Your 
Board believes this is just the thin end of the wedge and they would 
then pursue disruptive actions, to the detriment of other shareholders, 
focused on helping them to sell their shareholding quickly. Elliott is 
an affiliate of a U.S. based hedge fund manager with a controversial 
track record and a number of recent regulatory sanctions. In the UK, 
Elliott has had limited success in recent disruptive campaigns against 
public companies, such as Morrisons Supermarkets and National Express 
(which also included a requisition to appoint three additional 
non-executive directors). 
 
   Elliott's interests are at odds with those of other shareholders 
 
   Elliott has previously made clear to us that they see little or no value 
in the Company's dividend distributions, putting them at odds with the 
objectives of the majority of our shareholders. Furthermore, we believe 
that if these directors were appointed to your Board, Elliott would be 
likely to pursue disruptive actions to allow them to sell their shares 
quickly. In previous meetings with us, and as recently as last year, 
Elliott proposed that the Company launch a tender offer for 40% of its 
shares at a narrow discount. Such a tender may well engineer an exit for 
Elliott, but would require a significant liquidation of our Company's 
assets, jeopardising the Company's future and long-term value for 
shareholders. 
 
   Our Company already has a clear and differentiated strategy which 
consistently delivers strong shareholder returns 
 
   Our aim is to deliver strong and sustainable investment performance for 
our shareholders over the longer term. Alliance Trust has delivered 
above median Total Shareholder Return (TSR) since the appointment of its 
new equities leadership 6 months ago. Our TSR ranks in the top half of 
the Global sector a) for the last year (17%), b) since we became aware 
of Elliott's shareholding four years ago (60%) and c) since Katherine 
Garrett-Cox became CEO (92%). Alliance Trust has also delivered an 
unbroken track record of dividend growth over the last 48 years, 
including 14% growth in 2014, and our share price reached an all-time 
high earlier this year. This should not be jeopardised. 
 
   Alliance Trust adheres to high standards of corporate governance 
 
   Alliance Trust has an experienced, diverse and dynamic Board with the 
requisite skills, selected through a robust process. The Board has been 
extensively renewed since my appointment and takes corporate governance 
matters extremely seriously. The Board regularly reviews all aspects of 
the Company's strategy, challenging the status quo and the management 
team in the interests of all shareholders, which is why we believe the 
independence of your non-executive directors is of paramount importance. 
 
   We do not believe that the proposed directors can be judged to be 
independent 
 
   Elliott instructed the search firm and did not consult with the Company 
on the brief for the search, or on the identities of the proposed 
directors. Given that process, the Board is of the view that the 
nominees cannot be judged to be independent and is concerned that 
Elliott may seek to exert undue influence. Strong, independent 
non-executive representation on the Board is key to good governance. 
 
   For these reasons, your Board unanimously recommends that you VOTE 
AGAINST the Elliott Resolutions as they intend to do in respect of their 
own shareholdings - and urges all shareholders to vote as every vote 
counts. 
 
   Please read and consider the rest of this Circular before voting. I look 
forward to seeing many of you at the forthcoming Annual General Meeting 
in Dundee on 29 April 2015. 
 
   Yours sincerely 
 
   Karin Forseke 
 
   Chair 
 
   The Circular will be posted to shareholders and Alliance Trust Savings 
investors today, 26 March 2015. It will also be available at 
www.supportalliancetrust.com. A copy of the Circular has been submitted 
to the National Storage Mechanism and will shortly be available for 
inspection at: www.hemscott.com/nsm.do 
 
   The timetable for the Annual General Meeting is as follows: 
 
 
 
 
 
 
Latest time and date for receipt of Form of Direction  11.00 a.m. on 23 April 
 from Alliance Trust Savings investors                 2015 
Latest time and date for receipt of Form of Proxy      11.00 a.m. on 27 April 
 from Shareholders                                     2015 
Latest time and date for receipt of Supplemental Form  10.00 a.m. on 27 April 
 of Direction from Alliance Trust Savings investors    2015 
Latest time and date for receipt of Supplemental Form  11.00 a.m. on 27 April 
 of Proxy from Shareholders                            2015 
Time and date of the General Meeting                   11.00 a.m. on 29 April 
                                                       2015 
 
   For more information please contact: 
 
   Finsbury 
 
   Conor McClafferty / Clare Dundas / Michael Turner 
 
   020 7251 3801 
 
   alliancetrust@finsbury.com 
 
   Alliance Trust 
 
   Evan Bruce-Gardyne, Director of Investor Relations 
 
   01382 321169 
 
   investor@alliancetrust.co.uk 
 
   Notes to editors 
 
   Alliance Trust PLC is a self-managed investment company with investment 
trust status. It is one of the largest generalist UK investment trusts 
by market value on the London Stock Exchange. 
 
   This press release 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 press 
release. 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 press release 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. 
 
   This announcement is distributed by NASDAQ OMX Corporate Solutions on 
behalf of NASDAQ OMX Corporate Solutions clients. 
 
   The issuer of this announcement warrants that they are solely 
responsible for the content, accuracy and originality of the information 
contained therein. 
 
   Source: Alliance Trust PLC via Globenewswire 
 
   HUG#1906626 
 
 
  http://www.alliancetrusts.com 
 

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