REG - European Smaller Co. - Results of the Tender Offer

European Smaller Companies TrustAnnouncement

20/05/2025 07:00

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RNS Number : 2814J  European Smaller Companies Tst PLC  20 May 2025

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

THE EUROPEAN SMALLER COMPANIES TRUST PLC

Legal Entity Identifier:  213800N1B1HCQG2W4V90

20 May 2025

 

This announcement contains information that is inside information for the
purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the Market Abuse Regulation).

 

 

THE EUROPEAN SMALLER COMPANIES TRUST PLC

("ESCT" or the "Company")

 

Results of the Tender Offer

 

The Board today announces the results of the Tender Offer, details of which
were set out in a circular to Shareholders published by the Company on 15
April 2025 (the "Circular"). The Tender Offer was approved by Shareholders at
a general meeting of the Company held at 2.00 p.m. on 7 May 2025 and the
Tender Offer closed at 1.00 p.m. on 16 May 2025.

 

A total of 166,113,075 Ordinary Shares, representing 42.2 per cent. of the
Ordinary Shares in issue as at the Record Date (excluding Ordinary Shares held
in treasury), were validly tendered under the Tender Offer. Of these, a total
of 115,386,122 Ordinary Shares were validly tendered under the In Specie
Consideration Option and 50,726,953 Ordinary Shares were validly tendered
under the Cash Exit Option. As a result, the Tender Offer was undersubscribed.

 

Shareholders who have validly tendered Ordinary Shares shall have all such
Ordinary Shares purchased by the Company.

 

In accordance with the terms of the Tender Offer, the Company's assets will be
allocated between the Continuing Pool, the Cash Exit Pool and the In Specie
Consideration Pool. The assets in the Cash Exit Pool will be realised, the
relevant liabilities will be settled, the associated costs of the Tender Offer
will be paid and the net cash proceeds will be paid to Shareholders who
validly elected for the Cash Exit Option.

 

The Tender Price per Cash Exit Share will be the Cash Exit Tender Offer Final
Asset Value divided by the total number of Cash Exit Shares. The Tender Price
per Cash Exit Share will be announced following the realisation of the assets
in the Cash Exit Pool.

Qualifying Shareholders who successfully tendered their Ordinary Shares under
the In Specie Consideration Option will receive a pro rata share of the
portfolio assets in the In Specie Consideration Pool, less associated costs of
the Tender Offer, on or around 27 May 2025. Any such Qualifying Shareholder
will be responsible for and will bear any stamp duty, stamp duty reserve tax
or transfer or registration taxes (whether UK or non-UK), as appropriate, in
relation to any assets which may be transferred to such Qualifying Shareholder
and which it is required to pay as transferee.

The net asset value ("NAV") per Ordinary Share as at 20 May 2025, which will
be published on 21 May 2025, will reflect the NAV of the Continuing Pool only.

 

Expected Timetable

                                                                                2025
 Transfer of portfolio assets to Qualifying Shareholders that have elected for  on or around 27 May
 the In Specie Consideration Option
 Repurchase of the In Specie Exit Shares announced                              on or around 27 May
 Tender Price per Cash Exit Share and payment date announced                    as soon as practicable but expected to be by 25 June
 Repurchase of the Cash Exit Shares announced                                   as soon as practicable but expected to be by 27 June
 Payments through CREST made in respect of the Cash Exit Shares held in         within 5 Business Days from the announcement of the Tender Price per Cash Exit
 uncertificated form                                                            Share
 Cheques despatched in respect of the Cash Exit Shares held in certificated     within 10 Business Days from the announcement of the Tender Price per Cash
 form                                                                           Exit Share

 

*All references to times are to London time unless otherwise stated.

 

The realisation period for the Cash Exit Pool will depend on the market
environment, and the Company will provide an update by way of a RIS
announcement once the realisation of the Cash Exit Pool is complete with the
Tender Price per Cash Exit Share and payment date being advised at that time.

 

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

 

 

Enquiries:

 

Janus Henderson Secretarial Services UK Limited

Corporate Secretary to The European Smaller Companies Trust PLC

 +44 (0)20 7818 1818

 

Winterflood Securities Limited

Neil Langford / Rose Ramsden / Sophia Bechev (Corporate Finance)

Darren Willis / Innes Urquhart (Corporate Sales)

+44 (0)20 3100 0000

 

The person responsible for arranging for the release of this announcement on
behalf of The European Smaller Companies Trust PLC is Janus Henderson
Secretarial Services UK Limited.

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