30 September 2024
Witan Investment Trust plc
Legal Entity Identifier: 213800XMW68XFT6D1X59
Results of Ordinary Shareholders' Class Meeting and First General Meeting
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 that the Resolutions which were put forward at the Ordinary Shareholders' Class Meeting and First General Meeting held today and voted on a poll have been approved by Shareholders.
The poll results were as follows:
Ordinary Shareholders' Class Meeting
| Resolution | Votes for | % | Votes against | % | Total votes cast | % Issued Share Capital | Votes withheld |
| 1. To approve a variation of rights attached to the Ordinary Shares under the Company's Articles of Association to enable the reclassification of the Ordinary Shares in order to give effect to elections made under the Scheme. | 101,111,842 | 99.23 | 785,122 | 0.77 | 101,896,964 | 17.15 | 255,294 |
First General Meeting
| Resolution | Votes for | % | Votes against | % | Total votes cast | % Issued Share Capital | Votes withheld |
| 1. To approve the reclassification of the shares in the capital of the Company as shares with "A" rights and shares with "B" rights and to approve changes required to the Company's articles of association. | 109,758,026 | 99.18 | 912,501 | 0.82 | 110,670,527 | 18.63 | 205,662 |
| 2. To approve the Scheme; further amend the Company's articles of association in order to implement the Scheme; and to instruct the Liquidators to give effect to the Scheme. | 109,714,232 | 99.16 | 927,229 | 0.84 | 110,641,461 | 18.62 | 222,728 |
These results will also be published on the Company's website: www.witan.com/investor-information/alliance-witan
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 26 September 2024 (594,096,060), being the time at which a shareholder had to be registered in the Register of Members in order to vote at the Ordinary Shareholders' Class Meeting and First General Meeting. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a Resolution.
The number of Shares in issue at the date of this announcement is 1,000,355,000. There are 406,456,349 Shares held in treasury. Therefore, as at the date of this announcement the number of voting rights in the Company are 593,898,651.
The full text of the Resolutions can be found in the notice of Ordinary Shareholders' Class Meeting and First General Meeting contained 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 can be located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.witan.com/investor-information/alliance-witan
The Ordinary Shares, 2.7% Cumulative Preference Shares and 3.4% Cumulative Preference Shares will be disabled for settlement in CREST from 6:00 p.m. on 30 September 2024 and trading will be suspended from 7.30 a.m. on 1 October 2024. Following the reclassification of the Ordinary Shares on 3 October 2024, the Reclassified Shares will be suspended from listing at 7.30 a.m. on 9 October 2024.
The cancellation of listing of Reclassified Shares, 2.7% Cumulative Preference Shares and 3.4% Cumulative Preference Shares will occur on 10 October 2024.
Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.
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For further information please contact: | |
| Witan Investment Trust plc | Via J.P. Morgan Cazenove |
| Andrew Ross (Chair) | |
| J.P. Morgan Cazenove | +44 (0) 20 3493 8000 |
| William Simmonds Rupert Budge | |
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