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RNS Number : 9239T European Smaller Companies Tst PLC 20 January 2025
JANUS HENDERSON FUND MANAGEMENT UK LIMITED
THE EUROPEAN SMALLER COMPANIES TRUST PLC
Legal Entity Identifier: 213800N1B1HCQG2W4V90
20 January 2025
THE EUROPEAN SMALLER COMPANIES TRUST PLC
("ESCT" or the "Company")
Saba's Damaging Proposals
The Board of The European Smaller Companies Trust PLC, formerly known as TR
European Growth Trust PLC, has noted the announcement by Saba Capital
Management, L.P. ("Saba") on 13 January 2025, the webinar it held on 14
January 2025 and the presentation it published on 16 January 2025, in which
Saba has made clear its intentions while continuing to make misleading
statements regarding your Company.
Saba intends to take effective control of your Company and drastically alter
your investment exposure
· Saba has confirmed its intention is to take over the management
of your Company, with Saba being the beneficiary of the future fees it would
earn as manager.
· Saba intends to radically change your Company's investment
strategy away from European small cap equities, at a time when the sector is
attractively valued.
· This means your Company would no longer invest in European
smaller companies but would become an investment trust which will invest in
other investment companies.
· Shareholders may end up invested in a vehicle which no longer
meets their investment objectives.
Saba continues to make misleading statements regarding your Company's
performance
· Saba's strategy is one of deliberate misdirection, by choosing to
ignore the strong investment performance of the Company to advance its own
agenda.
· Your Company has outperformed its benchmark over one, three, five
and ten years and since your current portfolio manager, Ollie Beckett, took
over the management of the portfolio in 2011.
· Your Company has generated NAV total returns of 51.6% over five
years and 202.2% over ten years to 31 December 2024, delivering strong
absolute and relative returns to shareholders over the long-term.
· Your Company has introduced a policy of targeting a mid-single
digit discount, in normal market conditions.
It is your Board's belief that Saba has targeted your Company, which has a
long-term record of investment outperformance, because it believes that a
sufficient number of shareholders will not vote, allowing it to obtain
effective control so it can benefit from the future fees it would earn as
manager.
Your Board unanimously recommends that shareholders VOTE AGAINST ALL
Resolutions. The Requisitioned General Meeting will be held at 12.30 p.m. on 5
February 2025 at 201 Bishopsgate, London EC2M 3AE and the deadline for the
receipt of proxies is 12.30 p.m. on 3 February 2025. However, shareholders
voting via a platform should note that their deadline will be earlier than
this.
James Williams, Chairman of The European Smaller Companies Trust PLC, said:
"Saba's intentions are now clear, they want to seize control of your company,
appoint themselves as manager, profit from the prospective management fees and
change the investment approach. This will deny shareholders the opportunity to
benefit from a proven investment strategy in European smaller companies. It
could also leave them invested in a vehicle which may be wholly unsuitable for
their investment objectives.
"We encourage all the Company's shareholders to urgently review the circular.
This contains the information necessary for you to make an informed decision
as the outcome of the vote will impact your investment. It is incredibly
important that as many shares as possible are voted so that shareholders'
wishes are made absolutely clear."
YOUR VOICE MATTERS:
STAND AGAINST SABA, SAFEGUARD YOUR INVESTMENT
( )
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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 (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
Georgeson
esct@georgeson.com
IMPORTANT INFORMATION
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.
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.
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