REG - European Assets Tst - Result of 2nd GM and Scheme Entitlements

European Smaller Companies TrustAnnouncement

15/10/2025 13:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251015:nRSO5159Da&default-theme=true

RNS Number : 5159D  European Assets Trust PLC  15 October 2025

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN,
INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EEA OR ANY
OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement is not an offer to sell, or a solicitation of an offer to
acquire, securities in any jurisdiction in which the same would be unlawful.
Neither this announcement nor any part of it shall form the basis of, or be
relied on in connection with, or act as an inducement to enter into, any
contract or commitment whatsoever.

15 October 2025

Legal Entity Identifier:  213800N61H8P3Z4I8726

European Assets Trust plc ("EAT" or the "Company")

Result of second general meeting and entitlements under the Scheme

In connection with the proposals for the combination of the Company with The
European Smaller Companies Trust PLC ("ESCT") by way of a scheme of
reconstruction and voluntary winding up of the Company under section 110 of
the Insolvency Act 1986 (the "Scheme"), the Board is pleased to announce the
result of the Second General Meeting and Shareholders' entitlements under the
Scheme.

The Company announces that the special resolution to place the Company into
members' voluntary liquidation was voted on and approved by Shareholders at
the Second General Meeting held earlier today. Accordingly, Derek Hyslop and
Richard Barker of Ernst & Young LLP of 1 More London Place, London, SE1
2AF, have been appointed as joint liquidators of the Company. Details of the
number of votes cast for, against and withheld in respect of the resolution,
which was held on a poll, are set out below and will also be published on the
Company's website at www.europeanassets.co.uk
(http://www.europeanassets.co.uk) .

 

 Second General Meeting Special Resolution                                 Votes For (including Discretionary)  %      Votes Against  %     Votes        % of total voting rights(1)  Votes Withheld(2)

                                                                                                                                            Total
 To place the Company into members' voluntary liquidation and appoint the  97,788,370                           96.24  3,816,416      3.76  101,604,786  28.22                        914,833
 Liquidators.

 

1.   The number of Ordinary Shares in issue as at the voting record time of
6.30 p.m. (London Time) on 13 October 2025 (the "Voting Record Time") was
360,069,279. As at that date no Ordinary Shares were held in treasury.
Therefore, the total number of voting rights in the Company as at the Voting
Record Time was 360,069,279.

2.   A 'vote withheld' is not a vote in law and will not be counted in the
calculation of the proportion of the votes for and against the resolution.

In accordance with the timetable set out in the Company's circular to
Shareholders dated 9 September 2025 (the "Circular"), the Company's
Reclassified Shares were suspended at 7.30 am on 15 October 2025.

 

The full text of the special resolution passed at the Second General Meeting
is set out in the Notice of Second General Meeting contained in the Circular.
The Circular is available for viewing on the Company's website,
www.europeanassets.co.uk (http://www.europeanassets.co.uk) and at the National
Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Entitlements under the Scheme

As at the Calculation Date, Shareholders' entitlements under the Scheme
calculated in accordance with the terms of the Scheme were as follows:

·    EAT Rollover FAV per Share 99.285552 pence

·    EAT Cash FAV per Share 97.036985 pence

·    ESCT FAV per Share 231.734700 pence

Therefore, Shareholders will receive the following cash and/or number of New
ESCT Shares:

For Shareholders that elected (or are deemed to have elected) for the Cash
Option:

-     Each Ordinary Share with B rights attached to it will receive
97.036985 pence in cash.

For Shareholders that elected (or are deemed to have elected) to receive New
ESCT Shares:

-     each Ordinary Share with A rights attached to it will roll over into
approximately 0.428444 New ESCT Shares

Fractional entitlements to New ESCT Shares will not be issued under the Scheme
and entitlements will be rounded down to the nearest whole number. Any assets
representing a fraction of the entitlements of those holders of Ordinary
Shares with "A" rights and whose holding is rounded down shall be retained by
ESCT and represent an accretion to its assets.

As noted in the Circular, the Board has set aside sufficient assets in the
Liquidation Pool to meet all estimated liabilities and contingencies including
the costs of winding up of the Company and the costs of implementing the
Scheme. The Board has also appropriated to the Liquidation Pool the right to
receive any and all interest and assets representing withholding tax expected
to be recoverable by the Company (estimated at approximately £2.4 million as
at 9 October 2025). The Directors have also provided in the Liquidation Pool
for a retention of £100,000 which they, together with the joint Liquidators,
consider sufficient to meet any unknown or unascertained liabilities of the
Company.

The Liquidation Pool will be applied by the joint Liquidators in discharging
all current and future, actual and contingent liabilities of the Company and
any balance remaining after discharging such liabilities from the Liquidation
Pool (including any withholding tax recovered) will in due course be
distributed to Shareholders on the Register on the Effective Date pro rata to
their respective holdings of Ordinary Shares in accordance with the terms of
the Scheme.

Following the appointment of the joint Liquidators, all further enquiries
regarding the Company should be made to the joint Liquidators, whose contact
details are below.

All further queries regarding the Rollover Option should be made to Janus
Henderson, whose contact details are below.

In accordance with the Circular, subject to the below, Shareholders who
elected, or were deemed to have elected, for the Rollover Option will receive
their New ESCT Shares via CREST on 16 October 2025 and, in relation to
certificated shareholders, will receive their share certificates by no later
than 10 Business Days from the Effective Date of 15 October 2025. Subject to
the below, Shareholders who elected, or were deemed to have elected, for the
Cash Option will receive their Cash Entitlements within 14 Business Days from
the Effective Date via CREST and/or cheque.

In accordance with the Circular, Excluded Shareholders were deemed to have
elected for their Basic Entitlement in respect of the Cash Option and to
receive New ESCT Shares for the remainder of their Ordinary Shares. Such New
ESCT Shares will be issued to the Liquidators (as nominees on behalf of such
Excluded Shareholders) who will arrange for the New ESCT Shares to be sold in
the market as soon as practicable by a market maker (which shall be done by
the Liquidators without regard to the personal circumstances of the relevant
Excluded Shareholders or the value of the New ESCT Shares held by the relevant
Excluded Shareholders). In respect of Excluded Shareholders that are not
Sanctions Restricted Persons, the net proceeds of such sale (after deduction
of any costs incurred in effecting such sale) will be paid in Sterling to the
relevant Excluded Shareholder entitled to them as soon as reasonably
practicable and in any event no later than 14 Business Days after the date of
sale, save that entitlements of less than £5.00 per Excluded Shareholder will
be retained in the Liquidation Pool. In respect of Excluded Shareholders that
are Sanctions Restricted Persons, the net proceeds of such sale (after
deduction of any costs incurred in effecting such sale) together with any Cash
Entitlements will be paid to such Excluded Shareholder in Sterling at the sole
and absolute discretion of the Liquidators, subject to applicable laws and
regulations.

Unless otherwise defined, all capitalised terms used but not defined in this
announcement shall have the meaning as given to them in the Circular.

 

For more information please use the contact details below.

 

Liquidators

Ernst & Young LLP

Derek Hyslop / Richard Barker

EAT@parthenon.ey.com

 

Panmure Liberum Limited

Alex Collins / Ashwin Kohli (Corporate Advisory)

Tom Scrivens (Corporate Broking)

+44 (0)20 3100 2000

 

Janus Henderson Secretarial Services UK Limited

Corporate Secretary to The European Smaller Companies Trust PLC

 +44 (0)20 7818 1818

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROMEAEESFLKSFFA



            Copyright 2019 Regulatory News Service, all rights reserved