REG - European Smaller Co. - Tender Offer

European Smaller Companies TrustAnnouncement

15/04/2025 07:02

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RNS Number : 9915E  European Smaller Companies Tst PLC  15 April 2025

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

THE EUROPEAN SMALLER COMPANIES TRUST PLC

Legal Entity Identifier:  213800N1B1HCQG2W4V90

15 April 2025

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN AUSTRALIA, CANADA,
JAPAN, NEW ZEALAND OR 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. 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 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")

 

Publication of a Circular

Tender Offer for up to 42.5 per cent. of the issued share capital of the
Company

 

The Company announces that it has today published a circular to Shareholders
(the "Circular") which contains details of a tender offer for up to 42.5 per
cent. of the issued share capital of the Company. The Tender Offer is open
only to Eligible Shareholders on the Register as at the Record Date, being
6.00 p.m. on 16 April 2025.

 

Background to, and reasons for the Tender Offer

 

On 18 December 2024, the Company received a requisition notice on behalf of
Saba Capital Management, L.P. ("Saba"), requiring the Company to convene a
general meeting to consider, and if thought fit approve, resolutions to remove
all the current independent directors of the Company and to appoint two new
directors proposed by Saba (the "Requisitioned General Meeting"). At the
Requisitioned General Meeting, 62.1 per cent. of the total votes cast (or 99.5
per cent. of the Ordinary Shares voted excluding the Ordinary Shares held by
Saba) were voted against those resolutions.

On 11 February 2025, the Company received a second requisition notice on
behalf of Saba (the "Second Requisition Notice"), requiring the Company to
call a general meeting to approve a proposal for the Company to implement a
scheme or process by which Shareholders would become (or have the option to
become) shareholders of a UK-listed open-ended investment company (or similar
open-ended investment vehicle).

The Requisitioned General Meeting process was disruptive for the Company and
resulted in a financial cost to Shareholders. As a result, the Directors were
of the view that convening a general meeting in response to the Second
Requisition Notice would not be in the best interests of all Shareholders.
Whilst the Board anticipated the continued support from Shareholders, Saba's
ongoing significant holding in the Company also had the potential to represent
an overhang on the Ordinary Shares.

In order to protect the interests of those Shareholders that wish to continue
their investment in the Company, the Board concluded that it would find a
solution that would allow Shareholders, including Saba, that wish to exit
their position in the Company the opportunity to do so.

The Company commenced discussions with Saba and announced on 14 February 2025
that Saba had agreed to withdraw the Second Requisition Notice for a period of
30 days to allow both parties to enter into good-faith negotiations aimed at
achieving an outcome that benefits all Shareholders. The Company announced on
14 March 2025 that the Company and Saba continued to have constructive
discussions and had agreed to allow the good-faith negotiations to continue
for a further 30 days, with the aim of achieving an outcome that benefits all
Shareholders.

The Board conducted a review of several possible options and following
discussions with Saba, has decided to implement a Tender Offer which provides
Shareholders that may wish to exit their investment in the Company the ability
to do so. The Board believes this will put the Company in a strong position
going forward as it will allow it to focus on its fundamentals with a
supportive Shareholder base - delivering for Shareholders through its proven
investment strategy and the quality of its experienced and well-respected
team.

The Board continues to believe in the opportunity within the European smaller
companies sector. The sector is attractively valued, and it remains an
exciting time for the sector, with Europe being a provider of key enablers of
big structural growth trends such as artificial intelligence, the 'green
transition' and industrial automation. While the Board is of the view that now
is not the time to divest from European smaller companies, the Tender Offer
will provide those Shareholders that wish to exit the opportunity to do so.

The structure of the Tender Offer, comprising a Cash Exit Option and an In
Specie Consideration Option, has been designed to allow Shareholders to exit
whilst safeguarding the interests of continuing Shareholders. The Board
believes that this structure is beneficial as it will likely have time and
cost benefits for all Shareholders. The operation of the Cash Exit Pool will
ensure that the costs associated with the realisation of the assets do not
fall on continuing Shareholders and the In Specie Consideration Option will
reduce the total assets to be realised under the Cash Exit Option which will
reduce the time needed to sell underlying holdings and any potential
short-term volatility. The structure is described in further detail below.

The Company has received an irrevocable undertaking from Saba pursuant to
which Saba has, in respect of the Committed Shares, undertaken to use best
endeavours: (i) to vote or procure a vote in favour of the Resolution; and
(ii) to elect or procure an election for the In Specie Consideration Option. A
summary of the provisions of the irrevocable undertaking is set out in
paragraph 5 of Part 5 of the Circular.

The Company has also entered into a Standstill Agreement with Saba pursuant to
which Saba has agreed, amongst other things:

a)   that Saba shall not, and shall procure that its affiliates shall not,
during the Standstill Period, (i) require the Board to convene a general
meeting of the Company pursuant to section 303 of the Companies Act, or (ii)
exercise any voting rights available to remove, or publicly propose the
removal of, any member of the Board; and

b)   that Saba shall use best endeavours to, and shall use best endeavours
to procure that its affiliates shall, procure that the registered holder of
any Ordinary Shares in respect of which it or any of its affiliates is able
(at the relevant record time for voting) to control the right to exercise (or
procure the exercise of) any voting rights, shall, during the Standstill
Period, exercise such voting rights in respect of specified ordinary course
resolutions to be proposed at any general meeting of the Company, including
any Continuation Resolution, in line with the Board's recommendation.

A summary of the provisions of the Standstill Agreement is set out in
paragraph 5 of Part 5 of the Circular.

In connection with Saba's participation in the In Specie Consideration Option,
the Company has also entered into the Share Sale Agreement with Saba relating
to the acquisition of the relevant proportion of the Company's portfolio of
assets within the In Specie Consideration Pool in respect of Accepted Saba
Shares. A summary of the provisions of the Share Sale Agreement is set out in
paragraph 7 of Part 5 of the Circular.

The Tender Offer

 

Introduction and Summary

Shareholders are being invited by Winterflood to tender up to 42.5 per cent.
of the Ordinary Shares in issue on the Record Date (excluding Ordinary Shares
held in treasury). The Tender Offer is open only to Eligible Shareholders on
the Register as at the Record Date, being 6.00 p.m. on 16 April 2025. Any
shareholding that is not recorded on the Register on the Record Date will not
be eligible to participate in the Tender Offer.

Eligible Shareholders will be able to tender up to 42.5 per cent. of the
Ordinary Shares registered in their name on the Register as at the Record Date
(the "Basic Entitlement"), rounded down to the nearest whole number of
Ordinary Shares. Eligible Shareholders tendering up to their Basic Entitlement
will have their election satisfied in full. Registered Eligible Shareholders
who hold Ordinary Shares on the Record Date for multiple beneficial owners may
decide allocations among such beneficial owners at their own discretion.

Eligible Shareholders may tender Ordinary Shares in excess of their Basic
Entitlement (an "Excess Application"), with such Excess Applications being
satisfied if there are sufficient remaining Available Shares. Such remaining
Available Shares will 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.

The Tender Offer will include a Cash Exit Option and an In Specie
Consideration Option, as summarised below.

Eligible Shareholders should note that if they choose to participate in the
Tender Offer, the Tender Price will be determined, for those electing for the
Cash Exit Option, based on the realisation value of the Cash Exit Pool net of
the relevant proportion of the Tender Offer Costs, net of the stamp duty and
commission payable on the repurchase of the Cash Exit Shares and net of
accrued liabilities as at the Cash Exit Pool Determination Date (or, for those
electing for the In Specie Consideration Option, based on the value of the
holdings in the In Specie Consideration Pool net of the relevant proportion of
the Tender Offer Costs and net of the stamp duty and commission payable on the
repurchase of the In Specie Exit Shares and net of the amount of any transfer
or registration taxes which the Company is required to pay as transferor in
relation to any assets which may be transferred to any Qualifying
Shareholder), which may be less than the price at which they bought their
Ordinary Shares or the price or value at which they might ultimately realise
their Ordinary Shares should they continue to hold them.

Cash Exit Option

Eligible Shareholders may elect for the Cash Exit Option, pursuant to which
they will receive cash in respect of successfully tendered Cash Exit Shares.
The Tender Price per Cash Exit Share will be the Cash Exit Tender Offer Final
Asset Value of the Cash Exit Pool divided by the total number of Cash Exit
Shares.

Eligible Shareholders on the Register on the Record Date electing for the Cash
Exit Option will be invited to tender for sale some or all of their Ordinary
Shares to Winterflood who will, as principal, purchase validly tendered Cash
Exit Shares (subject to the overall limits of the Tender Offer) at the Tender
Price per Cash Exit Share.

Winterflood will sell the Cash Exit Shares validly tendered to the Company by
way of an on-market transaction once all of the assets in the Cash Exit Pool
have been realised. Tendering Shareholders who have successfully elected for
the Cash Exit Option will receive the full Tender Price per Cash Exit Share
only once all of the assets in the Cash Exit Pool have been realised.

All transactions will be carried out on the London Stock Exchange.

In Specie Consideration Option

Qualifying Shareholders will be permitted to elect for the In Specie
Consideration Option, pursuant to which they will receive a relevant
proportion of the Company's portfolio of assets within the In Specie
Consideration Pool in respect of successfully tendered In Specie Exit Shares.
The Tender Price per In Specie Exit Share will be the In Specie Tender Offer
Asset Value divided by the total number of In Specie Exit Shares.

Qualifying Shareholders on the Register on the Record Date electing for the In
Specie Consideration Option will be invited to tender for sale some or all of
their Ordinary Shares to Winterflood who will, as principal, purchase validly
tendered In Specie Exit Shares (subject to the overall limits of the Tender
Offer) at the Tender Price per In Specie Exit Share.

Winterflood will sell the In Specie Exit Shares validly tendered to the
Company by way of an on-market transaction. The In Specie Consideration Option
is expected to settle on or around 27 May 2025.

The In Specie Consideration Option is available only to Qualifying
Shareholders being Eligible Shareholders that: (i) if they were clients of
Winterflood, would be categorised as "professional clients" pursuant to
Chapter 3 of the FCA's Conduct of Business Sourcebook; (ii) can demonstrate to
Winterflood's satisfaction that they are capable of taking custody of a pro
rata share of the Company's portfolio; and (iii) agree to enter into the
relevant documentation required to effect the lawful transfer of a pro rata
share of the Company's portfolio, including, without limit, an agreement on
substantially the same terms as the Share Sale Agreement.

Cash Exit Pool

All of the Company's assets will, following valuation on the Calculation Date,
be allocated between the Continuing Pool, the Cash Exit Pool and the In Specie
Consideration Pool.

The net value of the assets allocated on the establishment of the Cash Exit
Pool will equal the Cash Exit Tender Offer FAV (calculated in accordance with
paragraph 8 of Part 2 of the Circular) being an amount representing the
proportionate value of the Company attributable to the Cash Exit Shares.

The assets in the Cash Exit Pool will be realised, the relevant liabilities
settled, the associated costs paid (in accordance with the paragraph "Costs of
the Tender Offer" below) and the net cash proceeds will be paid to
Shareholders who validly elected for the Cash Exit Option.

Shareholders who successfully tendered their Ordinary Shares under the Cash
Exit Option will receive a pro rata share of the net proceeds of the Cash Exit
Pool, less associated costs.

It is currently expected that the assets in the Cash Exit Pool will be
realised not later than 25 June 2025. However, the realisation period 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. For technical reasons, to support the Euroclear CREST
corporate action event, a Cash Exit Option payment date of 2 July 2025 is
stated within CREST, but will be amended (as required) to the announced CREST
cash payment date once the RIS announcement is issued.

Shareholders should be aware, therefore, that cash payments under the Cash
Exit Option will not be made immediately.

In Specie Consideration Pool

The net value of the assets allocated on the establishment of the In Specie
Consideration Pool will equal the In Specie Tender Offer FAV (calculated in
accordance with paragraph 8 of Part 2 of the Circular) being an amount
representing the proportionate value of the Company attributable to the In
Specie Exit Shares. 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 (in accordance with the paragraph "Costs of the Tender Offer" below).

It is expected that the portfolio assets equal to the In Specie Tender Offer
Asset Value will be transferred to Exiting Shareholders electing for the In
Specie Consideration Option on or around 27 May 2025.

Costs of the Tender Offer

The fixed costs and expenses relating to the Tender Offer, which excludes
portfolio realisation costs, assuming the Tender Offer is fully subscribed,
are expected to be approximately £690,000 including VAT, where applicable. In
addition, stamp duty on the repurchased Ordinary Shares is 0.5 per cent. of
the repurchase amount and commission on the repurchased Ordinary Shares is 0.2
per cent. of the repurchase amount.

Each of the Cash Exit Pool and the In Specie Consideration Pool will bear the
Tender Offer Costs in proportion to the value of such pools as at the
Calculation Date. The Cash Exit Pool will bear the costs of realising the
assets in the Cash Exit Pool. Each of the Cash Exit Pool and the In Specie
Consideration Pool will bear the amount of the stamp duty and commission
payable on the repurchase of the Cash Exit Shares and the In Specie Exit
Shares, respectively. The In Specie Consideration Pool will also bear the
amount of any transfer or registration taxes which the Company is required to
pay as transferor in relation to any assets which may be transferred to any
Qualifying Shareholder.

No Tender Offer Costs, stamp duty or commission payable on the repurchase of
any Exit Shares will be borne by the Continuing Pool.

A Qualifying Shareholder electing for the In Specie Consideration Option will
also 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.

Conditions of the Tender Offer

The Tender Offer is conditional on Shareholder approval of the Resolution,
which will be sought at the General Meeting. The Tender Offer is subject to
certain further conditions, and may be suspended or terminated in certain
circumstances, as set out in paragraphs 2 and 8 of Part 3 of the Circular.

Related Party Transactions

 

The acquisition of In Specie Exit Shares from Saba in respect of the In Specie
Consideration Option and Saba's entry into the Share Sale Agreement are
related party transactions pursuant to UKLR 8.1.7R and UKLR 8.2.1R (the
"Related Party Transactions").  In the opinion of the Board, which has been
so advised by Winterflood, the Related Party Transactions are fair and
reasonable as far as Shareholders are concerned. In providing its advice to
the Board, Winterflood has taken into account the Board's commercial
assessments.

The Company's Performance and Prospects

 

The Company has delivered NAV total return performance over the five years to
31 March 2025 of 127.2 per cent. against the benchmark return of 102.1 per
cent. Share price total return over the same period was 166.7 per cent. This
consistent strong performance has led to multiple awards with the Company
winning the Citywire Investment Trust award for Best European Equities Trust
in 2022 and 2023, and the Company being shortlisted for the award in 2024. It
has also received a 4-star rating from Morningstar.

The table below shows the Company's performance, alongside the benchmark and
the peer group, to 31 March 2025 over one, three, five and ten years, and
since inception under the existing management team.

 Total Return performance (%)                   1 year  3 years  5 years  10 years  Inception(1)
 ESCT NAV total return                          2.8     13.6     127.2    177.0     284.0
 ESCT share price total return                  10.0    25.9     166.7    192.2     355.3
 MSCI Europe (ex-UK) Small Cap Index(2)         5.5     4.2      102.1    147.6     267.6
 AIC European Smaller Companies sector NAV (3)  0.0     2.0      79.8     141.1     223.7

1 Being 1 July 2011, the date that Ollie Beckett was appointed as portfolio
manager of ESCT.

2 Prior to 30 June 2022, the benchmark was the Euromoney Smaller European
Companies (ex UK) Index.

3 Peer group simple average.

Source: Morningstar Direct

Past performance is not a guarantee of future results

It is an exciting time for the European smaller companies space. The European
small cap sector is trading at the widest discount to European large caps over
the last 15 years. The small cap sector has tended to outperform the European
large cap sector during economic recoveries and while the outlook remains
uncertain, as interest rates fall, it should be positive for the sector. It is
the opinion of the Board and the Investment Manager that now is not the time
to divest from European small caps, and that the Company is ideally positioned
to benefit from any European economic recovery.

In addition, Europe is fortunate to be the provider of key enablers of big
structural growth trends such as artificial intelligence, the 'green
transition' and industrial automation. In applying the Investment Manager's
balanced investment strategy and remaining disciplined with a 'valuation
aware' approach, the Board is confident that your Company can continue to find
strong investment returns for Shareholders.

General Meeting

 

The implementation of the Tender Offer requires the approval of Shareholders
of the Resolution. A notice convening a General Meeting of the Company, which
is to be held at 201 Bishopsgate, London EC2M 3AE at 2.00 p.m. on 7 May 2025,
and at which the Resolution will be proposed, is set out at the end of the
Circular. The notice includes the full text of the Resolution.

The Resolution is a special resolution. To become effective, the Resolution
must be passed by Shareholders representing 75 per cent. (or more) of the
total voting rights of Shareholders who, being entitled to vote, do so in
person or by proxy at the General Meeting.

The Resolution will be voted on by way of a poll. The Board believes a poll is
more representative of Shareholders' voting intentions because Shareholders'
votes are counted according to the number of Ordinary Shares held and all
votes validly tendered are taken into account. The results of the poll will be
published on the Company's website and will be released via a Regulatory
Information Service as soon as practicable following the close of the General
Meeting.

The quorum for the General Meeting is not less than two Shareholders who,
being entitled to vote, are present in person or by proxy.

 

Action to be Taken

 

Action to be taken in respect of the General Meeting

 

All Shareholders are encouraged to vote on the Resolution to be proposed at
the General

Meeting and, if their Ordinary Shares are not held directly, to arrange for
their nominee to vote on their behalf.

 

All Shareholders are encouraged to vote on the Resolution to be proposed at
the General Meeting and, if their Ordinary Shares are not held directly, to
arrange for their nominee to vote on their behalf.

Shareholders are requested to complete and return proxy appointments to the
Receiving Agent by one of the following means:

(a)           by logging on to www.sharevote.co.uk and following the
instructions; or

(b)          by completing and signing the enclosed Form of Proxy for
use in relation to the General Meeting, in accordance with the instructions
printed thereon and returning by post; or

(c)           in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the procedures set out
in the notes to the notice of General Meeting; or

(d)        for institutional shareholders, via Proxymity.

 

In each case, the proxy appointments must be received by the Receiving Agent
as soon as possible and, in any event, no later than 2.00 p.m. on 2 May 2025.
Shareholders holding their Ordinary Shares through investor platforms, such as
Hargreaves Lansdown, AJ Bell, Interactive Investor and others, are also
encouraged to attend, and to vote, ahead of the proxy voting deadline of 2.00
p.m. on 2 May 2025 through their nominee platforms. Shareholders should be
aware that the deadlines for voting through platforms may be earlier than the
Company's proxy voting deadline.

Action to be taken in respect of the Tender Offer

 

Shareholders are not obliged to tender any Ordinary Shares. Shareholders who
do NOT wish to sell any Ordinary Shares under the Tender Offer should NOT
complete or return a Tender Form or submit a TTE Instruction in CREST.

Only those Eligible Shareholders who wish to elect for the Cash Exit Option
and who hold their Ordinary Shares in certificated form should complete and
return a Tender Form. Eligible Shareholders who hold their Ordinary Shares in
uncertificated form do not need to complete or return a Tender Form.

Eligible Shareholders who wish to elect for the Cash Exit Option and hold
their Ordinary Shares in certificated form should complete the Tender Form in
accordance with the instructions set out therein and return the completed
Tender Form by post using the reply-paid envelope provided (for use in the UK
only) along with the relevant share certificate(s) and/or other document(s) of
title to the Receiving Agent at Equiniti Limited, Corporate Actions, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA, to arrive as soon as
possible and, in any event, by no later than 1.00 p.m. on 16 May 2025.

Eligible Shareholders who wish to elect for the Cash Exit Option and hold
their Ordinary Shares in uncertificated form (that is, in CREST) should
arrange for the relevant Ordinary Shares to be transferred to escrow by means
of a TTE Instruction as described in paragraph 2 of Part 2 of the Circular.

Completed Tender Forms and/or TTE Instructions (as appropriate) must be
received by the Receiving Agent no later than 1.00 p.m. on 16 May 2025.

Shareholders holding their Ordinary Shares through investor platforms may
tender their Ordinary Shares through their nominee platforms. Shareholders
should be aware that the deadlines for tendering Ordinary Shares through
platforms may be earlier than the Tender Closing Date.

Qualifying Shareholders who wish to elect for the In Specie Consideration
Option should contact Winterflood at ESCT@winterflood.com
(mailto:ESCT@winterflood.com) by no later than 5.00 p.m. on 25 April 2025 in
order to participate in the In Specie Consideration Option. Winterflood may
require any Qualifying Shareholder who wishes to elect for the In Specie
Consideration Option to agree to such further terms and/or conditions and/or
give such additional warranties and/or representations as Winterflood (in its
absolute discretion) may require, the terms of which may amend, vary and/or
supersede the terms and conditions of the Tender Offer as set out in Part 3 of
the Circular. In particular, but without limit, Qualifying Shareholders
wishing to participate in the In Specie Consideration Option will be required
to enter into a share sale agreement with the Company on substantially similar
terms as the Share Sale Agreement.

Recommendation

 

The Board considers that the proposed Tender Offer is in the best interests of
the Company and its Shareholders as a whole. Accordingly, the Board
unanimously recommends that Shareholders vote in favour of the Resolution to
be proposed at the General Meeting, as the Directors intend to do in respect
of their own beneficial holdings totalling 77,800 Ordinary Shares.

The Directors do not intend to tender any of their own Ordinary Shares. The
Directors make no recommendation to Shareholders as to whether or not they
should tender their Ordinary Shares in the Tender Offer. Whether or not
Shareholders decide to tender their Ordinary Shares will depend, among other
factors, on their view of the Company's prospects and their own individual
circumstances, including their own tax position. Shareholders who are in any
doubt as to the action they should take should consult an appropriate
independent professional adviser.

The Circular is available on the Company's website at
www.janushenderson.com/general-meeting-esct
(http://www.janushenderson.com/general-meeting-esct) .

 

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) .

 

 

Expected Timetable

                                                                                2025
 Tender Offer opens                                                             15 April
 Record Date for the Tender Offer                                               6.00 p.m. on 16 April
 Latest date for Qualifying Shareholders to contact Winterflood to participate  5.00 p.m. on 25 April
 in the In Specie Consideration Option
 Latest time and date for receipt of Forms of Proxy and electronic proxy        2.00 p.m. on 2 May
 appointments for the General Meeting
 General Meeting                                                                2.00 p.m. on 7 May
 Results of General Meeting announced                                           7 May
 Tender Closing Date: latest time and date for receipt of Tender Forms and TTE  1.00 p.m. on 16 May
 Instructions
 Calculation Date                                                               close of business on 19 May
 Results of Tender Offer announced                                              20 May
 CREST accounts credited with unsuccessfully tendered uncertificated Ordinary   expected to be by 23 May
 Shares
 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
 Return of share certificates in respect of unsuccessfully tendered             expected to be by 30 May
 certificated Ordinary Shares and balancing certificates despatched
 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 in the Circular are to London time unless otherwise
stated.

 

The times and dates set out in the expected timetable may be adjusted by the
Company in consultation with Winterflood, in which event details of the new
times and/or dates will be notified to Shareholders by an announcement made by
the Company through a Regulatory Information Service. In particular, 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.

 

James Williams, Chairman of The European Smaller Companies Trust PLC, said:

 

"Following constructive discussions, the Board has today proposed a Tender
Offer which provides Shareholders that may wish to exit their investment in
the Company, including Saba, the ability to do so. This Board believes this is
the best course of action to protect the interests of those Shareholders that
wish to continue their investment in the Company. It will allow the Board and
the manager to continue to focus on delivering value for shareholders through
its proven investment strategy of disciplined, long-term investment in
European smaller companies."

 

Enquiries:

Janus Henderson Secretarial Services UK Limited

Corporate Secretary to The European Smaller Companies Trust PLC

 +44 (0)20 7818 1818

 

Dan Howe

Head of Investment Trusts, Janus Henderson Investors

+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

 

Edelman Smithfield

John Kiely / Latika Shah

+44 (0)7785 275 665 / +44 (0)7950 671 948

 

 

IMPORTANT INFORMATION

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.

This announcement does not constitute or form part of, and should not be
construed as, an offer for sale or subscription of, or solicitation of any
offer to subscribe for or to acquire, any ordinary shares in the Company in
any jurisdiction.

This announcement does not contain all the information set out in the
Circular. Shareholders should read the Circular in full before deciding what
action to take in respect of the General Meeting and the Tender Offer.

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
the Company's financial position, strategy, plans, and objectives, are
forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and,
accordingly, the Company'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, the
Company 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.

 

Notice for US Shareholders

 

The Tender Offer relates to securities in a non-US company registered in
England and Wales and listed on the London Stock Exchange and is subject to
the disclosure requirements, rules and practices applicable to companies
listed in the United Kingdom, which differ from those of the United States in
certain material respects. The Circular has been prepared in accordance with
UK style and practice for the purpose of complying with the laws of England
and Wales and the rules of the FCA and of the London Stock Exchange, and US
Shareholders should read the entire Circular. The Tender Offer is not subject
to the disclosure and other procedural requirements of Regulation 14D under
the US Exchange Act. The Tender Offer will be made in the United States
pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act,
subject to the exemptions provided by Rule 14d-1(d) thereunder and otherwise
in accordance with the requirements of the rules of the FCA and the London
Stock Exchange. Accordingly, the Tender Offer will be subject to disclosure
and other procedural requirements that are different from those applicable
under US domestic tender offer procedures and law. The Company is not listed
on a US securities exchange, is not subject to the periodic reporting
requirements of the US Exchange Act and is not required to, and does not, file
any reports with the SEC thereunder.

 

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.

 

To the extent permitted by applicable law and in accordance with normal UK
practice, the Company, Winterflood or any of their affiliates, may make
certain purchases of, or arrangements to purchase, Ordinary Shares outside the
United States during the period in which the Tender Offer remains open for
acceptance, including sales and purchases of Ordinary Shares effected by
Winterflood acting as market maker in the Ordinary Shares.

 

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rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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