REG - European Assets Tst - Publication of Circular

European Assets TrustAnnouncement

09/09/2025 12:00

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RNS Number : 6261Y  European Assets Trust PLC  09 September 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN,
INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY
OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement is not an offer to sell, or a solicitation of an offer to
acquire, securities in any jurisdiction in which the same would be unlawful.
Neither this announcement nor any part of it shall form the basis of, or be
relied on in connection with, or act as an inducement to enter into, any
contract or commitment whatsoever.

 

9 September 2025

Legal Entity Identifier:  213800N61H8P3Z4I8726

European Assets Trust plc ("EAT" or the "Company")

Publication of circular in connection with the proposals for a combination
with The European Smaller Companies Trust PLC ("ESCT")

Introduction

The Board of EAT announces that it has today published a shareholder circular
(the "Circular") setting out the proposals for the voluntary winding up of the
Company and combination with ESCT (the "Proposals").

The Circular provides the Company's shareholders ("Shareholders") with further
details of the Proposals. General Meetings of the Company will take place at
12.00 p.m. on 3 October 2025 and 9.00 a.m. on 15 October 2025 (the "General
Meetings") to seek approval from Shareholders for the implementation of the
Proposals.

The Circular will shortly be available for inspection at the National Storage
Mechanism which is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website at www.europeanassets.co.uk.

Defined terms used in this announcement have the meanings ascribed to them in
the Circular unless the context otherwise requires.

Introduction

 

The Company announced on 23 June 2025 that it had agreed heads of terms with
ESCT in respect of a proposed combination of the Company with ESCT.  The
combination, if approved by Shareholders and ESCT Shareholders, will be
effected by way of a scheme of reconstruction and members' voluntary
winding-up of the Company under section 110 of the Insolvency Act and the
associated transfer of cash and other assets of the Company to ESCT in
exchange for the issue of New ESCT Shares. The New ESCT Shares will be issued
on the basis of the ratio between the EAT Rollover FAV per Share and the ESCT
FAV per Share.

The Scheme will create a combined entity with significant scale, which is
expected to achieve cost efficiencies for both ESCT Shareholders and EAT
Shareholders who roll over their investment in the Company into ESCT. Janus
Henderson Investors (JHI) will continue to manage the enlarged ESCT Portfolio
in accordance with ESCT's existing investment objective and investment
policy.  Subject to completion of the Scheme, ESCT will adopt a new dividend
policy as set out below.

Shareholders will be entitled to elect to receive cash in respect of part or
all of their shareholding, subject to an aggregate limit of 15 per cent. of
the Company's issued share capital (excluding any Ordinary Shares held in
treasury) at the Calculation Date. Any Shareholders who do not make a valid
Election for the Cash Option (including to the extent any Elections for the
Cash Option are scaled back on a pari passu and pro rata basis as a result of
the Cash Option being oversubscribed) will be issued New ESCT Shares on the
basis of the Conversion Ratio, subject to the separate arrangements for
Overseas Shareholders detailed in the section titled "Overseas Shareholders"
in Part 1 of the Circular.

The Cash Option will be offered at a discount of two per cent. to the EAT FAV
per Share, which will be referred to as the EAT Cash FAV per Share.  Subject
to any scaling back referred to above, each Shareholder who elects, or is
deemed to elect, for the Cash Option will receive the net realisation proceeds
of such portion of the Cash Pool to which they are entitled which is expected
to be equal to the EAT Cash FAV per Share multiplied by the total number of
Ordinary Shares held by such Shareholder that have been elected, or are deemed
to have been elected, for the Cash Option.

The recommended Proposals have been structured such that Shareholders who are
deemed to have elected to roll over their investment in the Company into ESCT
will be largely insulated from the costs of the Scheme and will also benefit
from the reduction in the overall ongoing charges ratio of ESCT.  This will
be achieved through a contribution to costs from JHI to support the Scheme
when the recommended Proposals become effective and the discount at which the
Cash Option will be offered.  In addition, subject to the recommended
Proposals becoming effective, JHI has agreed to reduce the management fees
payable by ESCT on an ongoing basis.

The implementation of the Scheme is conditional upon, inter alia, the approval
of Shareholders at the General Meetings and the approval by ESCT of the issue
of the New ESCT Shares.

Background to, and rationale for, the Proposals

As outlined in the Company's latest annual report, the Board recognises the
Company's longer term underperformance. The Board has therefore been
considering all opportunities to deliver improved performance for
Shareholders, including the Proposals, which are expected to result in
substantial benefits for, both Shareholders who are deemed to have elected to
roll over their investment in the Company into ESCT, and ESCT Shareholders as
outlined below. Further information on ESCT is provided in Part 2 of the
Circular and in the ESCT Prospectus which will be made available on the ESCT
website at www.europeansmallercompaniestrust.com.

Benefits of the Proposals

The Board believes the Proposals are attractive for the Company and its
Shareholders for the following reasons:

Attractive opportunity in European small and mid cap companies: The respective
boards of the Company and ESCT and the ESCT AIFM believe that the outlook for
an enlarged ESCT is compelling and an enlarged ESCT will provide investors
with exposure to dynamic European small and medium sized businesses within a
portfolio run by an experienced team, led by Ollie Beckett, whose strategy has
delivered long-term outperformance over the ESCT Benchmark Index (being the
MSCI Europe Ex UK Small Cap index).

Strong investment performance: ESCT has generated estimated NAV total returns
per share of 17.14 per cent., 49.76 per cent., 83.68 per cent. and 238.79 per
cent., respectively, over one, three, five and 10 years to 31 August 2025 with
outperformance over the Benchmark Index over the corresponding periods.  This
compares to the Company's NAV total returns per share of 6.65 per cent., 27.24
per cent., 21.36 per cent. and 78.11 per cent., respectively over the same
periods(1).

Larger scale: ESCT is expected to have net assets of approximately £810
million on completion of the Scheme (based on the last published Net Asset
Values of the two companies as at the Latest Practicable Date, and assuming
that the Cash Option is taken up in full). This would make ESCT the largest
constituent of the AIC's European Smaller Companies sector. It is also
expected that EAT Shareholders who are deemed to have elected to rollover
their investment in the Company into ESCT and existing ESCT Shareholders will
benefit from improved secondary market liquidity.

Improved share rating: EAT Shareholders have benefitted from an uplift in
value of over 3.8 per cent. given the relative ratings of the two companies,
with EAT trading on a discount of 10.2 per cent. (as at 20 June 2025, being
the Business Day before the announcement of the proposed Scheme) compared to
6.4 per cent. as at the Latest Practicable Date.

Discount control mechanisms: ESCT has stated its intention to use share
repurchases to target a mid-single digit discount in normal market conditions.
ESCT has also previously stated its intention to make a three-yearly
performance related conditional tender offer to ESCT Shareholders for up to 15
per cent. of ESCT's issued share capital (excluding shares held in treasury),
at a price equal to the prevailing NAV per ESCT Share less 2 per cent. less
costs, in the event ESCT's NAV total return does not exceed the Benchmark
Index total return over each relevant performance period. This additional
liquidity mechanism will provide shareholders of the enlarged ESCT with a
partial exit at close to NAV should there be periods of underperformance in
the future.

New dividend policy: subject to completion of the Scheme, ESCT has committed
to a new dividend policy with the intention of paying quarterly dividends in
respect of each financial year targeting a total of at least 5 per cent. of
the NAV per ESCT Share as at the end of the preceding financial year (i.e.
1.25 per cent. of the NAV per ESCT Share in respect of each quarter).

Reduced management fee: subject to completion of the Scheme, the ESCT Board
has agreed with the ESCT AIFM a reduced management fee for ESCT which will
result in a more competitive blended fee rate for the combined entity and its
shareholders than is currently afforded to ESCT's and EAT's respective
shareholders.

Lower ongoing charges(2): the new reduced management fee structure and the
economies of scale, which the combination will bring, will result in an
estimated annual ongoing charge of approximately 0.68 per cent. on a
normalised basis, which is materially more competitive for EAT Shareholders
compared with EAT's latest reported ongoing charge of 1.01 per cent.

JHI Costs Contribution: the ESCT AIFM has agreed to make a contribution to the
costs of the Proposals, such that EAT Shareholders who are deemed to have
elected to rollover their investment in the Company into ESCT, and existing
ESCT Shareholders, will be largely insulated from the costs of the Scheme.

Cash Exit: the Cash Option provides Shareholders with a partial exit
opportunity at close to NAV.

ESCT discount control mechanisms

Share buyback policy

ESCT has an active share buyback policy which seeks to mitigate discount
volatility, manage the absolute discount relative to the peer group, provide
liquidity to the market and generate NAV accretion for ESCT Shareholders.
Following completion of the Scheme, the ESCT Board will maintain ESCT's stated
mid-single-digit discount target in normal market conditions.

As set out below, if the Scheme becomes Effective, the Company understands
that participants in the CT Savings Plans will not be permitted to hold New
ESCT Shares within the CT Savings Plans beyond the date (currently expected to
be 14 January 2026) falling three months after the Effective Date. Any New
ESCT Shares issued to CT Savings Plans participants that choose to keep their
holdings within the CT Savings Plans may be sold in the market by the
administrator to the CT Savings Plans and ESCT may purchase such New ESCT
Shares in accordance with its share buyback policy.

Performance related conditional tender offers

ESCT has introduced a three-yearly performance related conditional tender
offer for up to 15 per cent. of ESCT's issued share capital (excluding shares
held in treasury), at a price equal to the prevailing NAV per ESCT Share less
2 per cent. less costs, in the event that ESCT's NAV total return does not
exceed the Benchmark total return over each relevant performance period. The
initial performance period commenced on 5 February 2025 and shall end at the
financial year-end on 30 June 2028, with subsequent performance periods being
every three years thereafter.

This additional liquidity mechanism will offer shareholders of the enlarged
ESCT with a partial exit at close to NAV should there be periods of
underperformance in the future.

Continuation vote

In accordance with the ESCT Articles, every three years the ESCT Directors
propose an ordinary resolution at the annual general meeting of ESCT to
approve the continuation of ESCT, with the next such vote due at the annual
general meeting to be held in November 2025.

If any such ordinary resolution is not passed, under the ESCT Articles the
ESCT Directors are required to call a further general meeting for a date not
more than three months after the date of the meeting at which ESCT
Shareholders declined to approve the continuation of ESCT, at which the ESCT
Directors shall put forward proposals for the liquidation or reconstruction of
ESCT.

Dividends

Fourth Quarterly EAT interim dividend

On 15 August 2025, the Company announced its fourth quarterly dividend payment
under its policy of paying out annually, in equal quarterly payments, six per
cent. of the Company's Net Asset Value at its preceding 31 December financial
year end.  A dividend of 1.38 pence per Ordinary Share will be paid on 24
September 2025 to Shareholders on the Company's register of members as at 5
September 2025, having an ex-dividend date of 4 September 2025 (the "Q4
Dividend").

All Shareholders on the Company's register of members as at 5 September 2025
will be entitled to receive the Q4 Dividend, regardless of whether they elect
(or are deemed to elect) for the Rollover Option or the Cash Option under the
Scheme.

Future ESCT dividends

New ESCT Shares issued in connection with the Scheme will rank fully pari
passu with existing ESCT Shares for all dividends declared by ESCT with a
record date falling after the date of the issue of those New ESCT Shares.

Subject to completion of the Scheme, ESCT will maintain its investment focus
on capital growth but will introduce a new dividend policy with the intention
of paying quarterly dividends in respect of each financial year targeting a
total of at least 5 per cent. of the NAV per ESCT Share at the end of the
preceding 30 June financial year (i.e. 1.25 per cent. of the NAV per ESCT
Share in respect of each quarter). It is expected that the dividend will be
paid out of both income and capital returns and reserves. It is intended that
ESCT's new target dividend would provide a material uplift to ESCT's current
yield, more in line with EAT's current annual distribution policy of paying
out 6 per cent. of its prior year end NAV.

Subject to completion of the Scheme, it is expected that under the revised
dividend policy, quarterly dividends will be paid in November, February, May
and August of each financial year of ESCT, with the first dividend pursuant to
the new dividend policy due to be paid in February 2026 in respect of ESCT's
second quarter of the financial year to 30 June 2026. No dividend will be paid
in respect of the first quarter for the financial year to 30 June 2026. Based
on the ESCT NAV per Share of 224.4 pence as at 30 June 2025 (unaudited), it is
expected that dividends of at least 2.81 pence per ESCT Share will be paid in
February 2026, May 2026 and August 2026, resulting in total dividends of at
least 8.43 pence per ESCT Share in respect of the financial year to 30 June
2026. There is no change to ESCT's investment strategy as a result of the
revised dividend policy.

New ESCT Shares issued in connection with the Scheme will not rank for the
ESCT second interim dividend announced in respect of the financial year ended
30 June 2025 on 9 September 2025 (the "ESCT Second Interim Dividend").

ESCT's reduced base management fee

Subject to completion of the Scheme, the ESCT Board has agreed a new
management fee structure with ESCT's alternative investment fund manager
(being the ESCT AIFM) pursuant to which the ESCT AIFM will be paid an annual
fee for its management services to the enlarged ESCT, calculated as follows:

·          0.50 per cent. on the first £800 million of ESCT's NAV
(reduced from 0.55 per cent.); and

·          0.45 per cent. on ESCT's NAV over £800 million.

The new management fee structure will apply immediately upon completion of the
Scheme and will result in a more competitive blended fee rate for the enlarged
ESCT and its shareholders than is currently afforded to EAT's and ESCT's
respective shareholders. There will be no change made to the performance fee
arrangements, or to the payment frequency or other payment terms in respect of
the management fee payable to the ESCT AIFM.

The performance fee payable by ESCT to the ESCT AIFM is measured over a
rolling three-year period, calculated as 15 per cent. of the positive
difference (if any) between the average annual NAV total return of ESCT and
the average annual total return of the Benchmark Index, subject to a 1 per
cent. performance hurdle over the Benchmark.  The management fee and
performance fee are capped at 2.0 per cent. of the ESCT NAV at the last day of
the relevant calculation period.

ESCT Board composition

Upon the Scheme becoming effective, Stuart Paterson and Kate Cornish-Bowden,
respectively the Chairman and Senior Independent Director of the Company, will
join the ESCT Board as non-executive directors. The board of the enlarged ESCT
will therefore comprise seven directors immediately following implementation
of the Scheme. In keeping with the ESCT Board's succession planning, Simona
Heidempergher is anticipated to retire from the ESCT Board at the conclusion
of ESCT's annual general meeting to be held in November 2025, reducing the
number of directors to six. Ann Grevelius will replace Simona as Senior
Independent Director of ESCT.

Costs of implementing the Proposals

Subject as noted below, if the Scheme is implemented, the Company and ESCT
have each agreed to bear their own costs in relation to the Proposals.

The Direct Transaction Costs of the Proposals payable by the Company are
expected to be approximately £0.9 million inclusive of VAT, where applicable.
The Company has served notice terminating its existing management agreement
with Columbia Threadneedle Investments in order to minimize the termination
fee payable to Columbia Threadneedle Investments on the Scheme becoming
effective. This estimate of costs excludes the Liquidators' Retention
(estimated at £100,000) to cover unknown or unascertained liabilities of the
Company and does not take account of any dealing costs which will be incurred
by the Company in disposing of assets in order to repay its existing debt
facility, to fund the Cash Option and the Liquidation Pool, exit any assets
not consistent with ESCT's investment policy and/or so as to minimise any
costs associated with the transfer of the Rollover Pool to ESCT. The
Liquidators' Retention will be retained by the Liquidators to meet any unknown
or unascertained liabilities of the Company.

The Direct Transaction Costs of the Proposals payable by ESCT are expected to
be approximately £1.1 million inclusive of VAT, where applicable. In
addition, ESCT, as enlarged, will incur listing fees in respect of the listing
of the New ESCT Shares and any transaction costs, stamp duty or similar
transaction taxes incurred by ESCT in connection with the acquisition of the
Rollover Pool.

In the event that implementation of the Scheme does not proceed, then each
party will bear its own abort costs.

For the avoidance of doubt, in any event where the Scheme is not implemented,
the listing fees and transaction costs, stamp duty or similar taxes that would
have been payable by ESCT, as enlarged, will not be payable, but dealing costs
may still have been incurred by the Company in disposing of assets in order to
repay its existing debt facility, to fund the Cash Option and the Liquidation
Pool, exit any assets not consistent with ESCT's investment policy and/or so
as to minimise any costs associated with the transfer of the Rollover Pool to
ESCT.

Subject to the Scheme becoming effective, the ESCT AIFM will make a
contribution to the costs of the Proposals for an amount equal to nine months
of the revised management fee that would otherwise be payable on the value of
the Rollover Pool as at the Calculation Date (the "Maximum JHI Costs
Contribution"), such amount to be reduced in accordance with the formula set
out below in light of any ESCT Shares repurchased from CT Savings Plans
participants (the "JHI Costs Contribution"). The financial value of the
Maximum JHI Costs Contribution is currently estimated at £1.1 million based
on EAT's NAV as at the Latest Practicable Date, and assuming that there are no
Dissenting Shareholders, and that the Cash Option is taken up in full.

The benefit of the Cash Exit Discount shall be apportioned between the EAT
Rollover FAV and the ESCT FAV such that the impact of the costs of the Scheme,
net of the Cost Contributions, on the value of the holdings of the
Shareholders that are deemed to elect for the Rollover Option and the ESCT
Shareholders, will be equivalent, or very nearly equivalent, and such
Shareholders and the ESCT Shareholders will be largely insulated from the
costs of the Scheme. The JHI Costs Contribution will be applied for the
benefit of the enlarged ESCT.

If the Scheme becomes Effective, the Company understands that participants in
the CT Savings Plans that receive New ESCT Shares under the Scheme will not be
permitted to hold New ESCT Shares within the CT Savings Plans beyond the date
(currently expected to be 14 January 2026) falling three months after the
Effective Date and, in such circumstances, these New ESCT Shares may be sold
in the market by the administrator of the CT Savings Plans.

Where ESCT repurchases ESCT Shares from participants in the CT Savings Plans
following the Effective Date in accordance with its share buyback policy, the
JHI Costs Contribution will be determined by reducing the Maximum JHI Costs
Contribution by an amount equal to:

Maximum JHI Costs Contribution x C ÷ D

Where:

C = the number of ESCT Shares repurchased by ESCT from CT Savings Plans
participants following the Effective Date; and

D = the total number of New ESCT Shares issued in connection with the Scheme.

The ESCT AIFM may elect to settle the JHI Costs Contribution by way of an
offset against the management fee payable by the enlarged ESCT to the ESCT
AIFM.

Conditions of the Proposals

Implementation of the Proposals is conditional upon the:

·          passing of the Resolutions to be proposed at the First
General Meeting and the Resolution to be proposed at the Second General
Meeting (or any adjournment of those General Meetings), and any conditions of
such Resolutions being fulfilled;

·          ESCT Allotment Resolution being passed and becoming
unconditional in all respects;

·          FCA agreeing to admit the New ESCT Shares to listing in
the closed-ended investment funds category of the Official List and the London
Stock Exchange agreeing to admit the New ESCT Shares to trading on the Main
Market, subject only to allotment; and

·          Directors and ESCT Directors resolving to proceed with
the Scheme.

If any condition is not satisfied, or, to the extent permitted, waived by both
the Company and ESCT on or before 28 November 2025, the Proposals will not
become effective, the Company will not proceed with the members' voluntary
winding up and will instead continue in existence, being managed under its
current investment policy.  In such circumstances the Board will reassess the
options available to the Company at that time.

General Meetings

As noted above, the Proposals are conditional, inter alia, upon Shareholders'
approval of the Resolutions to be proposed at the First General Meeting and
the Second General Meeting.  Voting at the General Meetings will be by poll.
Both General Meetings will be held at the offices of Panmure Liberum,
Ropemaker Place, Level 12, 25 Ropemaker Street, London EC2Y 9LY.

First General Meeting

The First General Meeting will be held on 3 October 2025 at 12.00 p.m.

Two Resolutions will be considered at the First General Meeting.

The Resolutions (both of which will be proposed as special resolutions) will,
if passed, approve the terms of the Scheme set out in Part 4 of the Circular,
amend the Articles to give effect to the Scheme, authorise the Liquidators to
enter into and give effect to the Transfer Agreement with ESCT, to distribute
New ESCT Shares to Shareholders in accordance with the Scheme and to purchase
the interests of any Dissenting Shareholders. Both of the Resolutions will
require at least 75 per cent. of the votes cast in respect of the relevant
Resolution, whether in person or by proxy, to be voted in favour to be
passed.  The Scheme will not become effective unless and until, inter alia,
the Resolution to be proposed at the Second General Meeting has also been
passed.

Second General Meeting

The Second General Meeting will be held on 15 October 2025 at 9.00 a.m.

At the Second General Meeting, a special resolution will be proposed which, if
passed, will place the Company into liquidation, appoint the Liquidators and
agree the basis of their remuneration, instruct the Company Secretary to hold
the books to the Liquidators' order, and provide the Liquidators with
appropriate powers to carry into effect the amendments to the Articles made at
the First General Meeting.  The Resolution to be proposed at the Second
General Meeting is conditional upon the passing of the Resolutions at the
First General Meeting and the ESCT Allotment Resolution being passed and
becoming unconditional in all respects, the approval of the Financial Conduct
Authority and the London Stock Exchange to the admission of the New ESCT
Shares to the closed-ended investment funds category of the Official List and
to trading on the Main Market respectively, and the Directors and the ESCT
Directors resolving to proceed with the Scheme.  The Resolution will require
at least 75 per cent. of the votes cast in respect of it, whether in person or
by proxy, to be voted in favour to be passed.

CT Savings Plans

The Company understands that the administrator of the CT Savings Plans will
write to eligible participants in the CT Savings Plans on or around the date
of the Circular informing them of the process through which they can attend
and vote at the General Meetings and, where applicable, elect for the Cash
Option. If the Scheme becomes Effective, the Company understands that
participants in the CT Savings Plans will not be permitted to hold New ESCT
Shares within the CT Savings Plans beyond the date (currently expected to be
14 January 2026) falling three months after the Effective Date. Following the
Effective Date, details of the options available to CT Savings Plans
participants in respect of their holdings in New ESCT Shares will be
communicated to such participants separately by the administrator of the CT
Savings Plans.

EXPECTED TIMETABLE

                                                                                 2025
 Latest time and date for receipt of PINK Forms of Proxy and CREST voting        12.00 p.m. on 1 October
 instructions in respect of the First General Meeting
 First General Meeting                                                           12.00 p.m. on 3 October
 Latest time and date for receipt of Forms of Election and TTE Instructions      1.00 p.m. on 8 October
 Record Date for entitlements under the Scheme                                   6.00 p.m. on 8 October
 Settlement of EAT Ordinary Shares disabled in CREST                             6.00 p.m. on 8 October
 Trading in the EAT Ordinary Shares on the London Stock Exchange is suspended    7.30 a.m. on 9 October
 Calculation Date                                                                close of business on 9 October
 Latest time and date for receipt of GREEN Forms of Proxy and CREST voting       9.00 a.m. on 13 October
 instructions in respect of the Second General Meeting
 Reclassification of the EAT Ordinary Shares (and commencement of dealings in    8.00 a.m. on 14 October
 Reclassified Shares)
 Suspension of listing of Reclassified Shares and Company's Register closes      7.30 a.m. on 15 October
 Second General Meeting                                                          9.00 a.m. on 15 October
 Appointment of Liquidators                                                      15 October
 Effective Date for implementation of the Scheme                                 15 October
 Announcement of the results of Elections, the EAT Rollover FAV per Share, the   15 October
 EAT Cash FAV per Share and the ESCT FAV per Share
 CREST accounts credited with, and dealings commence in, New ESCT Shares         16 October
 Cheques and electronic payments despatched to Shareholders who have elected or  not later than 14 Business Days from the Effective Date
 are deemed to have elected for the Cash Option in accordance with their Cash
 Entitlements and CREST accounts of Shareholders credited with cash
 Share certificates in respect of New ESCT Shares despatched                     not later than 10 Business Days from the commencement of dealings in the New
                                                                                 ESCT Shares
 Cancellation of listing of Reclassified Shares                                  as soon as practicable after the Effective Date

All references to time in this announcement are to London (UK) time.

Each of the times and dates in the above expected timetable (other than in
relation to the General Meetings) may be extended or brought forward.  If any
of the above times and/or dates change, the revised time(s) and/or date(s)
will be notified to Shareholders by an announcement through a Regulatory
Information Service.

Note 1: (based upon the published Net Asset Value of the Company and the
published and estimated Net Asset Value of ESCT as at and up to 31 August
2025).

Note 2: As calculated in accordance with the principles set out in the AIC's
recommended methodology for the calculation of ongoing charges, which excludes
any performance fees.

This announcement does not contain all the information which is contained in
the Circular and Shareholders should read the Circular before deciding what
action to take in respect of the Proposals.

A copy of the Circular has been submitted to the National Storage Mechanism
and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website at www.europeanassets.co.uk (http://www.europeanassets.co.uk) .

 

For more information please use the contact details below.

 

European Assets Trust PLC

Contact via Panmure Liberum Limited

 

Panmure Liberum Limited

Alex Collins / Ashwin Kohli (Corporate Advisory)

Tom Scrivens (Corporate Broking)

+44 (0)20 3100 2000

 

Corporate Secretary to European Assets Trust PLC

Columbia Threadneedle Investment Business Limited

+44 (0)131 573 8300

 

Important Information

 

The information in this announcement is for background purposes only and does
not purport to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy or
completeness. The material contained in this announcement is given as at the
date of its publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to herein are
subject to revision and amendment.

 

This announcement is not for publication or distribution in or into the United
States of America.  This announcement is not an offer of securities for sale
into the United States.  The securities referred to herein have not been and
will not be registered under the U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration.  No public offering of securities is
being made in the United States.

 

Moreover, the New ESCT Shares have not been, nor will they be, registered
under the applicable securities laws of Australia, Canada, Japan, New Zealand,
the Republic of South Africa, or any member state of the European Economic
Area. No offer is being made, directly or indirectly, under the Scheme, in or
into by the use of mails, or by means of instrumentality (including, without
limitation, facsimile, transmission, telex or telephone) of interstate or
foreign commerce, or of any facility in a national securities exchange
(subject to certain exceptions described herein), any member state of the
European Economic Area, Australia, Canada, Japan, New Zealand or the Republic
of South Africa

 

The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment you may get back less than you originally invested. Figures refer
to past performance and past performance should not be considered a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

 

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "might",
"will" or "should" or, in each case, their negative or other variations or
similar expressions. All statements other than statements of historical facts
included in this announcement, including, without limitation, those regarding
EAT's or ESCT's respective financial positions, strategies, plans, proposed
acquisitions and objectives, are forward-looking statements.

 

Forward-looking statements are subject to risks and uncertainties and,
accordingly, EAT's or ESCT's actual future financial results and operational
performance may differ materially from the results and performance expressed
in, or implied by, the statements. These forward-looking statements speak only
as at the date of this announcement and cannot be relied upon as a guide to
future performance. Subject to its legal and regulatory obligations, EAT
expressly disclaims any obligations or undertaking to update or revise any
forward-looking statements contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based unless required to do so by
law or any appropriate regulatory authority.

 

Panmure Liberum Limited ("Panmure Liberum") which is authorised in the United
Kingdom by the Financial Conduct Authority is acting exclusively for EAT and
for no-one else in connection with the Proposals, will not regard any other
person as it client in relation to the Proposals and will not be responsible
to anyone other than EAT for providing the protections afforded to its clients
or for providing advice in relation to the Proposals, or any of the other
matters referred to in this announcement. This does not exclude any
responsibilities or liabilities of Panmure Liberum under the Financial
Services and Markets Act 2000, as amended, or the regulatory regime
established thereunder.

Winterflood Securities Limited ("Winterflood") which is authorised in the
United Kingdom by the Financial Conduct Authority is acting exclusively for
ESCT and for no-one else in connection with the Proposals, will not regard any
other person as it client in relation to the Proposals and will not be
responsible to anyone other than ESCT for providing the protections afforded
to its clients or for providing advice in relation to the Proposals, or any of
the other matters referred to in this announcement. This does not exclude any
responsibilities or liabilities of Winterflood under the Financial Services
and Markets Act 2000, as amended, or the regulatory regime established
thereunder.

None of EAT, ESCT, Panmure Liberum or Winterflood or any of their respective
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to any of them, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection therewith.
Each of EAT, ESCT, Panmure Liberum and Winterflood, and their respective
affiliates, accordingly disclaim all and any liability whether arising in
tort, contract or otherwise which they might otherwise have in respect of this
announcement or its contents or otherwise arising in connection therewith.

 

 

 

 

 

 

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