Tender Offer
06/11/2023 07:00
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RNS Number : 4141S European Opportunities Trust PLC 06 November 2023
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S.
PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED). THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN
PART IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR
DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.
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.
This announcement contains information that is inside information for the
purposes of the U.K. version of the Market Abuse Regulation (EU) No. 596/2014.
EUROPEAN OPPORTUNITIES TRUST PLC
("EOT" or the "Company")
TENDER OFFER
6 November 2023
Following further active engagement with shareholders, EOT today announces
that, subject to shareholder approval, it will undertake a tender offer for up
to 25% of the issued share capital of the Company, priced at the prevailing
net asset value at the time of repurchase (adjusted for the costs associated
with the tender offer) less 2% (the "Tender Offer"). The purchase date in
connection with the Tender Offer is expected to be as soon as practicable and
no later than 31 January 2024.
The Tender Offer will be conditional on the passing by shareholders of the
Continuation Vote, being Resolution 12, proposed at the Company's annual
general meeting to be held on 15 November 2023 (the "Continuation Vote"). As
previously stated, the Company's independent Directors consider the
continuation of the Company to be in the interests of shareholders as a whole
and understand that the majority of shareholders wish to see the Company
continue. The Board is pleased to note that Institutional Shareholder Services
(ISS) agrees with the Directors' position and has recommended that
shareholders vote in favour of the Continuation Vote.
The Company's Directors also recognise that some shareholders may desire the
opportunity to realise part of their holdings at a price near NAV, and the
proposed Tender Offer will enable them to do this.
No Director of the Company nor any director of Devon Equity Management will be
tendering any of their Ordinary Shares under the Tender Offer.
A circular setting out the full details of the Tender Offer, convening the
necessary general meeting of shareholders and describing the procedure for
participation is being prepared and will be sent to shareholders in due course
(the "Circular"). Publication of the Circular will be notified to a Regulatory
Information Service and the Circular will be available online on the Company's
website. Shareholders (other than Restricted Shareholders) who have elected to
receive hard copies of documents will receive a copy of the Circular by post.
For the avoidance of doubt, arrangements for the Conditional Tender Offer in
2026, announced on 12 October 2023, are not affected by today's announcement
of this additional Tender Offer.
The Board has an active discount management policy, the primary purpose of
which is to reduce discount volatility. It seeks to maintain the discount in
single digits in normal market conditions. Buying shares at a discount also
results in an enhancement to the NAV per share. The introduction of the Tender
Offer will not change the Board's current approach to discount management.
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
Robert Peel / Angus Campbell (Investment Banking) +44 (0)20 7496 3000
Alan Geeves / James Waterlow / Sam Greatrex (Sales)
Buchanan Communications - PR Adviser eot@buchanancomms.co.uk
Henry Wilson +44 (0)7788 528143
Helen Tarbet +44 (0)7872 604453
George Beale +44 (0)7450 295099
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.
This release does not contain or constitute an offer to sell or a solicitation
of an offer to purchase securities in the United States or any other
jurisdiction. The securities of the Company 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 or to U.S. persons unless they are
registered under applicable law or exempt from registration. The Company does
not intend to register any portion of its securities in the United States or
to conduct a public offer of securities in the United States. In addition, the
Company has not been and will not be registered under the U.S. Investment
Company Act of 1940, as amended, and investors will not be entitled to the
benefits of such Act.
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.
Singer Capital Markets Securities Limited and Singer Capital Markets Advisory
LLP (together "Singer Capital Markets") are regulated in the United Kingdom
the FCA, are acting exclusively for the Company and no-one else in relation to
the Tender Offer and the other matters referred to in this document and they
will not be responsible to anyone other than the Company for providing the
protections afforded to their customers nor for providing advice in relation
to the Tender Offer or the other matters referred to in the Circular and this
announcement. Nothing in this paragraph shall serve to exclude or limit any
responsibilities which Singer Capital Markets may have under FSMA or the
regulatory regime established thereunder.
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.
"Restricted Shareholders" means shareholders who are resident in, or citizens
of, Australia, Canada, Japan and the United States or any other jurisdiction
in which the Tender Offer may result in the contravention of any registration
or other legal requirement of such jurisdiction. Shareholders who believe that
they are eligible to participate in the Tender Offer are invited to contact
the Company at enquiries@devonem.com.
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