REG - European Opps. Trust - Tender Offer

European Opportunities TrustAnnouncement

08/05/2025 07:01

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RNS Number : 7508H  European Opportunities Trust PLC  08 May 2025

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN CANADA, AUSTRALIA,
JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS
RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL.  THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER
OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO
OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER
APPLICABLE SECURITIES LAWS OR OTHERWISE.

 

EUROPEAN OPPORTUNITIES TRUST PLC

("EOT" or the "Company")

PUBLICATION OF TENDER OFFER CIRCULAR

 

The Company has today published a circular to Shareholders (the "Circular")
which contains further details of the Tender Offer, together with details of
how Shareholders can tender Ordinary Shares for purchase, if they wish to do
so.

Background

While the Board continues to have confidence in the people, process and
philosophy of our Investment Manager, the Board is mindful of the persistence
of the share price discount and the disappointing performance of the Company's
portfolio. Accordingly, supplementary to the Board's continuing use of share
buy backs and the existing commitments described below, the Board announced on
7 February 2025 that it had decided the Company should undertake a Tender
Offer for up to 25 per cent. of the issued share capital of the Company.

The Tender Offer, which is subject to Shareholder approval, is being made at a
Tender Price equal to a 2 per cent. discount to the prevailing Net Asset Value
per Share as at the Calculation Date, less the costs of implementing the
Tender Offer (as more precisely set out in Part 3 of the Circular). Completion
of the Tender Offer is expected to take place on 19 June 2025.

As referenced above, the Board had previously announced, on 12 October 2023,
proposals for a further performance related tender offer to be made as soon as
is practicable after the annual general meeting in 2026 if the Company's Net
Asset Value total return does not equal or exceed the Company's benchmark
total return (MSCI Europe Index TR in Sterling) over the three-year period
beginning 1 June 2023 and ending on 31 May 2026.  For the avoidance of doubt,
the Board's intention to arrange for the conditional tender offer in 2026 is
not affected by the present Tender Offer.

The Tender Offer

The Board has arranged for Singer Capital Markets Securities Limited to
conduct the Tender Offer for up to 25 per cent. of the Company's Shares in
issue at the Tender Price. The Company will pay the Tender Price in cash.

The maximum number of Shares to be acquired under the Tender Offer is
15,553,147 Shares, representing 25 per cent. of the Shares in issue (excluding
Shares held in treasury) as at the Latest Practicable Date (being 6 May
2025).  The Board may continue to make market purchases of Shares pursuant to
its stated discount management policy during the Tender Offer period, to the
extent that it has Shareholder authority to do so, meaning that the 15,553,147
Shares to be acquired may represent slightly more than 25 per cent. of the
Shares in issue on completion of the Tender Offer.

The Tender Offer will only be open to Shareholders on the register at 6.00
p.m. on 17 June 2025 (the Tender Record Date). For US Shareholders, the Tender
Offer will be open solely to Qualifying US Shareholders. The Tender Offer is
subject to certain conditions, and may be suspended or terminated in certain
circumstances, as set out in the Circular.

The Tender Offer is intended to enable those Shareholders (other than
Restricted Shareholders) who wish to sell some or all of their Shares to elect
to do so, subject to the overall limits of the Tender Offer. Shareholders who
successfully tender Shares will receive the Tender Price per Share. The Tender
Price has been set at this level to allow Shareholders who wish to realise a
portion of their holding of Shares to do so at a price close to NAV whilst
providing for a modest uplift to NAV per Share for continuing Shareholders. No
Director of the Company will be tendering any of their Shares in the Tender
Offer.

An Eligible Shareholder tendering up to their Basic Entitlement will have
their tender satisfied in full. Any Eligible Shareholder tendering more than
their Basic Entitlement will have their Excess Application satisfied if there
are sufficient remaining Available Shares. Such Available Shares shall be
apportioned to Eligible Shareholders pro rata to their Excess Applications
should other Eligible Shareholders not tender the full amount of their Basic
Entitlement and as a result of certain Overseas Shareholders not being
permitted to participate in the Tender Offer.

In making the Tender Offer, Singer Capital Markets will purchase the Shares
which have been validly tendered as principal by means of an on-market
purchase from tendering Shareholders and will sell the tendered Shares
acquired by it on to the Company pursuant to the terms of the Repurchase
Agreement. All Shares acquired by the Company from Singer Capital Markets
under the Repurchase Agreement will be cancelled.

Share buy backs

In addition to the Tender Offer authority, the Board intends to seek renewal
of its authority to make market purchases of up to 14.99 per cent. of the
Shares currently in issue at the General Meeting. This authority would expire
at the next annual general meeting of the Company, at which the Board
currently intends to seek renewal of the authority.

General Meeting

The implementation of the Tender Offer requires the approval of Shareholders.
A notice convening a General Meeting of the Company, which is to be held at
11.00 a.m. on 3 June 2025 at the offices of Devon Equity Management Limited,
123 Victoria Street, London, SW1E 6DE, is set out in Part 9 of the Circular.

Expected timetable

                                                                                        2025
 Publication of the Circular and Tender Offer opens                                      8 May
 Latest time and date for receipt of Forms of Proxy, appointment of proxy via           11.00 a.m. on 30 May
 CREST, Proxymity or any other electronic voting instructions for the General

 Meeting
 Time and date of General Meeting                                                       11.00 a.m. on 3 June
 Result of General Meeting expected to be announced                                     3 June
 Last time and date for receipt of Tender Form, settlement of TTE                       1.00 p.m. on 17 June
 Instruction(s) from CREST and Tender Closing Date
 Tender Record Date                                                                     6.00 p.m. on 17 June
 Calculation Date                                                                       17 June
 Completion of the Tender Offer                                                         19 June
 Announcement of the results of Tender Offer                                            19 June
 CREST settlement date: Payments through CREST made and CREST accounts settled          27 June
 Cheques and balancing share certificates despatched to certificated                    27 June
 Shareholders

11.00 a.m. on 30 May

Time and date of General Meeting

11.00 a.m. on 3 June

Result of General Meeting expected to be announced

3 June

Last time and date for receipt of Tender Form, settlement of TTE
Instruction(s) from CREST and Tender Closing Date

1.00 p.m. on 17 June

Tender Record Date

6.00 p.m. on 17 June

Calculation Date

17 June

Completion of the Tender Offer

19 June

Announcement of the results of Tender Offer

19 June

CREST settlement date: Payments through CREST made and CREST accounts settled

27 June

Cheques and balancing share certificates despatched to certificated
Shareholders

27 June

The times and dates set out in the expected timetable and mentioned throughout
this document may, in certain circumstances, be adjusted by the Board (subject
to advice from Singer Capital Markets), in which event, details of the new
times and dates will be notified, as required, to the London Stock Exchange
and, where appropriate, to Shareholders and an announcement will be made
through a Regulatory Information Service.

All references to times in this announcement are to London time unless
otherwise stated.

Circular

Capitalised terms shall have the meaning attributed to them in the Circular
unless otherwise defined in this announcement.

The Circular can be viewed on the Company's website at
https://www.devonem.com/european-opportunities-trust-plc/
(https://www.devonem.com/european-opportunities-trust-plc/) and will be
submitted to the National Storage Mechanism and available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
(https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism)
shortly. In addition, those Shareholders (other than Restricted Shareholders)
who have elected to receive hard copies of documents will receive a copy of
the Circular by post.

LEI: 549300XN7RXQWHN18849

 

For further information, please contact:

 Devon Equity Management Limited - AIFM                  enquiries@devonem.com

 Richard Pavry / Charles Bilger                          +44 (0)20 3985 0445
 Singer Capital Markets - Corporate Broker

 Alaina Wong / James Todd (Investment Banking)           +44 (0)20 7496 3000

 Alan Geeves / James Waterlow / Sam Greatrex (Sales)
 Burson Buchanan - PR Adviser                             eot@buchanancomms.co.uk

 Henry Wilson                                            +44 (0)7788 528143

 Helen Tarbet                                            +44 (0)7872 604453

 Nick Croysdill                                          +44 (0)7815 823412

 

Neither the content of the Company's website, nor the content on
any website accessible from hyperlinks on its website for any
other website, is incorporated into, or forms part of, this announcement nor,
unless previously published by means of a regulatory information service,
should any such content be relied upon in reaching a decision as to whether or
not to acquire, continue to hold, or dispose of, shares in the Company.

 

IMPORTANT INFORMATION

This announcement contains forward-looking statements. These forward-looking
statements include all matters that are not historical facts. These
forward-looking statements are made based upon the Company's expectations and
beliefs concerning future events impacting the Company and therefore involve a
number of risks and uncertainties. Forward-looking statements are not
guarantees of future performance, and the Company's actual results of
operations, financial condition and liquidity may differ materially and
adversely from the forward-looking statements contained in this announcement.
Forward-looking statements speak only as of the day they are made and the
Company does not undertake to update its forward-looking statements unless
required by law.

Singer Capital Markets Securities Limited, which conducts its UK investment
banking activities as Singer Capital Markets ("Singer Capital Markets"), is
authorised and regulated in the United Kingdom by the FCA, and is acting
exclusively for the Company and no-one else in relation to the Tender Offer or
the matters referred to in this announcement and will not be responsible to
anyone other than the Company for providing the protections afforded to
customers of Singer Capital Markets nor for providing advice in relation to
the Tender Offer or the matters referred to in this announcement. Nothing in
this paragraph shall serve to exclude or limit any responsibilities which
Singer Capital Markets may have under the Financial Services and Markets Act
2000 (as amended) or the regulatory regime established thereunder. Offers to
purchase any Shares in the Tender Offer in the United States will be made in
accordance with Rule 15a-6 under the US Exchange Act of 1934, as amended.

ANY DECISION TO PARTICIPATE IN THE TENDER OFFER SHOULD ONLY BE MADE ON THE
BASIS OF AN INDEPENDENT REVIEW BY AN ELIGIBLE SHAREHOLDER OF THE COMPANY'S
PUBLICLY AVAILABLE INFORMATION. NEITHER SINGER CAPITAL MARKETS NOR ANY OF
THEIR AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY
REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS ANNOUNCEMENT OR THE
COMPANY'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS
ANNOUNCEMENT IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE
CLOSING DATE.

 

Overseas Shareholders

 

The distribution of this announcement in certain jurisdictions may be
restricted by law. It is the responsibility of all Overseas Shareholders to
satisfy themselves as to the observance of any legal requirements in their
jurisdiction, including, without limitation, any relevant requirements in
relation to the ability of such holders to participate in the Tender Offer.

This announcement does not constitute any offer for or invitation to sell or
purchase any securities, or any solicitation of any offer for, securities in
any Restricted Jurisdiction. Any acceptance or other response to the Tender
Offer should be made only on the basis of information contained in or referred
to in a circular to be circulated. Such a circular will contain important
information, including the full terms and conditions of the Tender Offer,
which Shareholders are urged to read carefully. Any circular will not be
distributed or sent in or into any Restricted Jurisdiction and the Tender
Offer will not be made, directly or indirectly, in or into, or by use of the
mails of, or by any means or instrumentality of interstate or foreign commerce
of, or any facilities of a national securities exchange of, Australia, Canada,
Japan, New Zealand, the Republic of South Africa, any member state of the
European Economic Area and any other jurisdiction into which the making of the
Tender Offer would constitute a violation of the laws of such jurisdiction
(each a "Restricted Jurisdiction", and any Shareholders who are resident in,
or citizens of, any of the foregoing jurisdictions, "Restricted
Shareholders").

US Shareholders

 

The Tender Offer relates to securities in a non‑US company and is subject to
the disclosure requirements, rules and practices applicable to companies
listed in the UK, which differ from those of the United States in certain
material respects. Any circular will have been prepared in accordance with the
UK style and practice for the purpose of complying with English law. The
financial information relating to the Company will not have been prepared in
accordance with generally accepted accounting principles in the United States
and thus may not be comparable to financial information relating to US
companies. The Tender Offer will not be subject to the disclosure and other
procedural requirements of Regulation 14D under the Exchange Act. The Tender
Offer will be made in the United States in accordance with the requirements of
Regulation 14E under the Exchange Act to the extent applicable. Certain
provisions of Regulation 14E under the Exchange Act are not applicable to the
Tender Offer by virtue of Rule 14d‑1(d) under the Exchange Act. US
Shareholders should note that the shares are not listed on a US securities
exchange and the Company is not subject to the periodic reporting requirements
of the Exchange Act and is not required to, and does not, file any reports
with the US Securities and Exchange Commission thereunder.

 

The Company has not been, and will not be, registered in the United States as
an investment company under the United States Investment Company Act of 1940
(the "Investment Company Act"). In order to avoid being required to register
under, or otherwise violating, the Investment Company Act, the Company has
implemented restrictions on the ownership and transfer of its Shares. As such,
the Tender Offer will be made solely to US Shareholders who are both qualified
institutional buyers as defined in Rule 144A under the US Securities Act of
1933, as amended, and qualified purchasers as defined in section 2(a)(51) of
the Investment Company Act.

 

It may be difficult for US Shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal securities laws
since the Company is located outside the United States and its officers and
directors reside outside the United States. It may not be possible to sue a
non‑US company or its officers or directors in a non‑US court for
violations of US securities laws. It also may not be possible to compel a
non‑US company or its affiliates to subject themselves to a US court's
judgment.

 

The receipt of cash pursuant to the Tender Offer may be a taxable transaction
for US federal income tax purposes. In addition, holders may be subject to US
backup withholding and information reporting on payments with respect to the
Tender Offer made (or deemed made) within the United States. Each US
Shareholder should consult and seek individual tax advice from an appropriate
professional adviser.

 

To the extent permitted by applicable law and in accordance with normal UK
practice, the Company, Singer Capital Markets or any of their respective
affiliates, may make certain purchases of, or arrangements to purchase, shares
outside the United States during the period in which any tender offer remains
open for participation, including sales and purchases of shares effected by
Singer Capital Markets acting as market maker in the shares. These purchases,
or other arrangements, may occur either in the open market at prevailing
prices or in private transactions at negotiated prices. In order to be
excepted from the requirements of Rule 14e‑5 under the Exchange Act by
virtue of Rule 14e‑5(b)(12) thereunder, such purchases, or arrangements to
purchase, must comply with applicable English law and regulation, including
the listing rules of the FCA, and the relevant provisions of the Exchange Act.
Any information about such purchases will be disclosed as required in the UK
and the US and, if required, will be reported via a Regulatory Information
Service and will be available on the London Stock Exchange website at
http://www.londonstockexchange.com (http://www.londonstockexchange.com) .

 

The Tender Offer, the Circular and this announcement have not been approved,
disapproved or otherwise recommended by the SEC, any US state securities
commission or any other US regulatory authority, nor have such authorities
passed upon the merits or fairness of the Tender Offer or determined the
adequacy of the information contained in the Circular. Any representation to
the contrary is a criminal offence in the United States.

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