REG - European Smaller Co. - Publication of Prospectus and Circular

European Smaller Companies TrustAnnouncement

09/09/2025 12:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250909:nRSI6234Ya&default-theme=true

RNS Number : 6234Y  European Smaller Companies Tst PLC  09 September 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
OR INTO, THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND,
THE REPUBLIC OF South Africa, In any Member State of the EEA OR IN 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 other 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.

 

Legal Entity Identifier: 213800N1B1HCQG2W4V90

 

9 September 2025

 

The European Smaller Companies Trust PLC

("ESCT" or the "Company")

 

Publication of Prospectus and Circular

 

On 23 June 2025 the Company announced that it had agreed heads of terms with
European Assets Trust PLC ("EAT") in respect of a proposed combination of the
Company with EAT by way of a scheme of reconstruction and members' voluntary
winding-up of EAT under section 110 of the Insolvency Act 1986, associated
transfer of cash and other assets of EAT to the Company in exchange for the
issue of New Shares (the "Scheme") and related proposals (the "Proposals").

The Board announces that the Company has today published a prospectus (the
"Prospectus") in relation to the issue of New Shares pursuant to the Scheme
together with a circular to provide the Company's shareholders with further
details of the Proposals and to convene a general meeting of the Company (the
"General Meeting") to seek approval from Shareholders for the implementation
of the Proposals (the "Circular").

Terms not otherwise defined in this announcement shall have the meanings given
to them in the Circular.

The Prospectus has been approved by the Financial Conduct Authority. The
Prospectus and Circular will shortly be available for inspection at the
National Storage Mechanism which is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's
website at www.europeansmallercompaniestrust.com.

Benefits of the Proposals

The combination is expected to result in the following benefits for
Shareholders:

·    Attractive opportunity in European small and mid cap companies: The
Directors and the AIFM believe that the outlook for the enlarged ESCT is
compelling and provides investors with exposure to dynamic European small and
medium sized businesses within a portfolio run by an experienced team, led by
Ollie Beckett, whose strategy has delivered long-term outperformance over the
Benchmark Index.

 

·   Strong investment performance: ESCT has generated estimated NAV total
return per share of 17.14%, 49.76%, 83.68%, and 238.79%, respectively, over
the one, three, five and 10 years to 31 August 2025 with outperformance over
the Benchmark Index over the corresponding periods. This compares to EAT's NAV
total return per share of 6.65%, 27.24%, 21.36%, and 78.11%, respectively,
over the same periods i  (#_edn1) .

 

·   Larger scale: ESCT is expected to have net assets of approximately
£810 million on completion of the Transaction (based on the last published
Net Asset Values of the two companies as at the Latest Practicable Date, and
assuming that the Cash Option is taken up in full). This would make ESCT the
largest constituent of the AIC's European Smaller Companies sector. It is also
expected that Existing Shareholders and EAT Shareholders who are deemed to
elect for the Rollover Option will benefit from improved secondary market
liquidity.

 

·    Improved share rating: EAT Shareholders have benefitted from an
uplift in value of over 3.8% given the relative ratings of the two companies,
with EAT trading on a discount of 10.2% (as at 20 June 2025, being the
Business Day before the announcement of the proposed Scheme) compared to 6.4%
as at the Latest Practicable Date.

 

·    Discount control mechanisms: ESCT has stated its intention to use
Share repurchases to target a mid-single digit discount in normal market
conditions. ESCT has also previously stated its intention to make a
three-yearly performance related conditional tender offer to Shareholders for
up to 15% of ESCT's issued share capital (excluding Shares held in treasury),
at a price equal to the prevailing NAV per Share less 2% less costs, in the
event ESCT's NAV total return does not exceed the Benchmark total return over
each relevant performance period. This additional liquidity mechanism will
provide Shareholders of the enlarged ESCT with a partial exit at close to NAV
should there be periods of underperformance in the future.

 

·    New dividend policy: subject to completion of the Scheme, ESCT has
committed to a new dividend policy with the intention of paying quarterly
dividends in respect of each financial year targeting a total of at least 5%
of its NAV per Share as at the end of the preceding financial year (i.e. 1.25%
of the NAV per Share in respect of each quarter).

 

·   Reduced management fee: subject to completion of the Scheme, the Board
has agreed with the AIFM a reduced management fee for ESCT which will result
in a more competitive blended fee rate for the combined entity and its
Shareholders than is currently afforded to ESCT's and EAT's respective
shareholders.

 

·    Lower ongoing charges ii  (#_edn2) : the new reduced management fee
structure and the economies of scale, which the combination will bring, will
result in an estimated annual ongoing charge of approximately 0.68% on a
normalised basis, which is materially more competitive for EAT Shareholders
compared with EAT's latest reported ongoing charge of 1.01%.

 

·    JHI Costs Contribution: the AIFM has agreed to make a contribution
to the costs of the Transaction, such that EAT Shareholders who are deemed to
elect for the Rollover Option and Existing Shareholders will be largely
insulated from the costs of the Scheme.

Overview of the Scheme

The Scheme will be implemented on a FAV to FAV basis. FAVs for the purposes of
the Scheme will be calculated in accordance with ESCT's and EAT's normal
accounting policies and will take into account the adjustments outlined below.
FAVs will be calculated based on the NAVs (cum income) of the respective
companies, on the Calculation Date.

Under the Scheme, EAT Shareholders will be entitled to elect to receive cash
in respect of part or all of their shareholding, subject to an aggregate limit
of 15% of EAT's issued share capital (excluding shares held in treasury) at
the Calculation Date at a 2.0% discount to the EAT FAV per Share (the "Cash
Option").

Subject to the separate arrangements for Excluded EAT Shareholders detailed
under "Excluded EAT Shareholders", New Shares will be issued as the default
option under the Scheme in the event that either no election, or a partial
election, for the Cash Option is made by an EAT Shareholder or because an
election for the Cash Option is scaled back in accordance with the Scheme (the
"Rollover Option").

Pursuant to the Scheme, EAT will be put into liquidation and its assets split
notionally into three pools in respect of: (i) the interests of EAT
Shareholders who are deemed to elect to roll over into the enlarged ESCT (the
"Rollover Pool"); (ii) the interests of EAT Shareholders who elect, or are
deemed to elect, for the Cash Option (the "Cash Pool"); and (iii) the value of
EAT's assets that are not suitable for either the Cash Pool or the Rollover
Pool including the right to receive any and all interest and assets
representing withholding tax expected to be recoverable by EAT (estimated at
approximately £2.5 million as at the Latest Practicable Date) plus a
provision sufficient to meet any current and future, actual and contingent
liabilities of EAT (the "Liquidation Pool").

The EAT FAV shall be equal to the gross assets of EAT as at the Calculation
Date less the value of the cash and other assets appropriated to the
Liquidation Pool (which includes any assets attributable to any Dissenting EAT
Shareholders, any costs of the Proposals yet to be paid, any dividends
declared but not yet paid to EAT Shareholders or accounted for in the EAT NAV
as at the Calculation Date, any amount required to repay any outstanding EAT
debt facility and the value of the Liquidators' Retention).

The EAT FAV per Share shall be equal to the EAT FAV divided by the number of
EAT Shares in issue (excluding shares held in treasury) at the Calculation
Date.

The EAT Cash FAV per Share shall be equal to the EAT FAV per Share less a
discount of 2.0% (the aggregate value of such discount being the "Cash Exit
Discount"). The value of the Cash Pool at the Calculation Date will be equal
to the EAT Cash FAV per Share multiplied by the total number of EAT Shares
elected or deemed to have elected for the Cash Option (subject to an aggregate
limit of 15% of EAT's issued share capital (excluding shares held in treasury)
at the Calculation Date).

Subject to scaling back, each EAT Shareholder who elects, or is deemed to
elect, for the Cash Option will receive the net realisation proceeds of such
portion of the Cash Pool to which they are entitled which is expected to be
equal to the EAT Cash FAV per Share multiplied by the total number of EAT
Shares held by such shareholder that have been elected, or are deemed to have
been elected, for the Cash Option.

The EAT Rollover FAV shall be equal to the EAT FAV per Share multiplied by the
total number of EAT Shares not elected (or not deemed to have been elected)
for the Cash Option, plus an agreed amount reflecting the benefit of the
relevant proportion of the Cash Exit Discount (as described under "Costs and
Expenses of the Proposals"). The EAT Rollover FAV per Share shall be equal to
the EAT Rollover FAV divided by the number of EAT Shares in respect of which
EAT Shareholders have not elected (or are not deemed to have elected) for the
Cash Option.

The ESCT FAV shall be equal to the ESCT NAV (cum income) as at the Calculation
Date: (i) less any costs of the Scheme not already paid or accrued in the ESCT
NAV (but not any listing fees to be borne by the enlarged ESCT in respect of
the listing of the New Shares or any stamp duty, SDRT or other transaction tax
or investment costs to be incurred by the enlarged ESCT in connection with the
transfer of the Rollover Pool); (ii) less the value of any dividends declared
as at the Calculation Date but not yet paid to Shareholders, and not accounted
for in the ESCT NAV; and (iii) plus an agreed amount reflecting the benefit of
the relevant proportion of the Cash Exit Discount (as described under "Costs
and Expenses of the Proposals").

The ESCT FAV per Share shall be equal to the ESCT FAV divided by the number of
Shares in issue (excluding Shares held in treasury) at the Calculation Date.

EAT Shareholders who are deemed to elect for the Rollover Option shall have
New Shares issued to them based on the ratio of the EAT Rollover FAV per Share
to the ESCT FAV per Share, multiplied by the total number of EAT Shares in
respect of which they have not elected (or are not deemed to have elected) for
the Cash Option.

Each of ESCT and EAT intends to bear its own costs incurred in relation to the
Transaction which will be reflected in the FAV for each company. The benefit
of the Cash Exit Discount shall be apportioned between the EAT Rollover FAV
and the ESCT FAV as described under "Costs and Expenses of the Proposals",
such that the impact of the costs of the Scheme, net of the Cost
Contributions, on the value of the holdings of EAT Shareholders that are
deemed to elect for the Rollover Option and Existing Shareholders, will be
equivalent, or very nearly equivalent, and such EAT Shareholders and Existing
Shareholders will be largely insulated from the costs of the Scheme.

Excluded EAT Shareholders

Excluded EAT Shareholders will be deemed to have elected for their Basic
Entitlement in respect of the Cash Option and to receive New Shares for the
remainder of their EAT Shares. Such New Shares will be issued to the
Liquidators (as nominees on behalf of such Excluded EAT Shareholders) who will
arrange for the New 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 EAT Shareholders or the value
of the New Shares held by the relevant Excluded EAT Shareholders).

Conditions of the Issue and the Scheme

The Issue and the Scheme are conditional upon the:

i.    passing of the Issue Resolution and such Resolution becoming
unconditional in all respects;

ii.    passing of the EAT Resolutions to approve the Scheme and the
winding-up of EAT at the EAT General Meetings and the Scheme becoming
unconditional in all respects (including the Transfer Agreement becoming
unconditional in all respects);

iii.   FCA agreeing to admit the New Shares to listing in the closed-ended
investment funds category of the Official List and the London Stock Exchange
agreeing to admit the New Shares to trading on its Main Market, subject only
to allotment; and

iv.   Directors and the EAT Directors resolving to proceed with the Scheme.

Unless the conditions referred to above have been satisfied or, to the extent
permitted, waived by both the Company and EAT on or before 28 November 2025,
the Scheme will not become effective, and the New Shares will not be issued.

Costs and Expenses of the Proposals

Subject as noted below, if the Scheme is implemented, the Company and EAT have
each agreed to bear their own costs associated with the Proposals. The Direct
Transaction Costs payable by the Company are expected to be approximately
£1.1 million, inclusive of VAT, where applicable. In addition, the enlarged
Company will incur listing fees in respect of the listing of the New Shares
and any transaction costs, stamp duty or similar transaction taxes incurred by
the enlarged Company in connection with the acquisition of the Rollover Pool.

Contingent on the Transaction being fully implemented, the AIFM will make a
contribution to the costs of the Proposals for an amount equal to nine months
of the New Management Fee that would otherwise be payable on the value of the
Rollover Pool as at the Calculation Date (the "Maximum JHI Costs
Contribution"), such amount to be reduced in accordance with the formula set
out below in light of any Shares repurchased from CT Savings Plans
participants (the "JHI Costs Contribution"). The AIFM may elect to settle the
JHI Costs Contribution by way of offset against the management fees payable to
the AIFM under the Management Agreement.

The financial value of the Maximum JHI Costs Contribution is currently
estimated at £1.1 million based on EAT's NAV as at the Latest Practicable
Date 2025, and assuming that there are no Dissenting Shareholders, and that
the Cash Option is taken up in full.

The benefit of the Cash Exit Discount shall be apportioned between the EAT
Rollover FAV and the ESCT FAV such that the impact of the costs of the Scheme,
net of the Cost Contributions, on the value of the holdings of the EAT
Shareholders that are deemed to elect for the Rollover Option and Existing
Shareholders, will be equivalent, or very nearly equivalent, and such EAT
Shareholders and Existing Shareholders will be largely insulated from the
costs of the Scheme. The JHI Costs Contribution will be applied for the
benefit of the enlarged Company.

If the Scheme becomes effective, the Company understands that participants in
the CT Savings Plans that receive New Shares under the Scheme will not be
permitted to hold New Shares within the CT Savings Plans beyond the date
(currently expected to be 14 January 2026) falling three months after the
Effective Date and, in such circumstances, these New Shares may be sold in the
market by the administrator to the CT Savings Plans.

Where ESCT repurchases Shares from CT Savings Plans holders following the
Effective Date in accordance with its share buyback policy, the JHI Costs
Contribution will be determined by reducing the Maximum JHI Costs Contribution
by an amount equal to:

Maximum JHI Costs Contribution x A / B

Where:

A = the number of Shares repurchased by ESCT from CT Savings Plans holders
following the Effective Date; and

B = the total number of New Shares.

In the event that implementation of the Scheme does not proceed each party
will bear its own costs.

Dividend Policy

ESCT currently pays an interim dividend in April/May and a final dividend in
November each year. In line with the investment objective, the Company's focus
is on prioritising capital growth, with the annual dividend payable being
subject to the level of net income from the Company's portfolio. On 9
September 2025, ESCT declared a second interim dividend for the financial year
ended 30 June 2025 of 3.45 pence per Share, to be paid on 8 October 2025 to
Shareholders on the Register as at 19 September 2025.

If the Proposals are implemented, the Company will maintain its investment
focus on capital growth but will introduce a new dividend policy with the
intention of paying quarterly dividends in respect of each financial year
targeting a total of at least 5% of its NAV per Share as at the end of the
preceding financial year (i.e. 1.25% of the NAV per Share in respect of each
quarter). It is expected that the dividend will be paid out of both income and
capital returns and reserves.

Subject to the Scheme becoming effective, it is expected that under the
revised dividend policy, quarterly dividends will be paid in November,
February, May and August of each financial year, with the first dividend
pursuant to the new dividend policy due to be paid in February 2026 in respect
of the second quarter of the financial year to 30 June 2026. No dividend will
be paid in respect of the first quarter for the financial year to 30 June
2026. Based on a NAV per Share of 224.4 pence as at 30 June 2025 (unaudited),
it is expected that dividends of at least 2.81 pence per Share will be paid in
February 2026, May 2026 and August 2026, resulting in total dividends of at
least 8.43 pence per Share in respect of the financial year to 30 June 2026.
There is no change to the Company's investment strategy as a result of the
revised dividend policy.

Directors

Conditional on the Scheme becoming effective and with effect from Admission,
Stuart Paterson and Kate Cornish-Bowden, being current directors of EAT
(together, the "Proposed Directors") will be appointed to the Board. The
Proposed Directors' biographies are set out below:

Stuart Paterson: Stuart was appointed to the EAT Board in July 2019 and became
Chairman in May 2024. Stuart is a co-founder and partner of Scottish Equity
Partners, one of Europe's leading technology growth equity investors with a
strong investment performance track record, managing more than £1 billion of
institutional capital over two decades. Stuart has over 25 years of equity
investing experience in European private companies and has served on boards in
numerous sectors over the years. Stuart trained with EY and is a member of the
Institute of Chartered Accountants of Scotland. He worked in corporate finance
for EY before moving into equity investment.

Kate Cornish-Bowden: Kate was appointed to the EAT Board and became Senior
Independent Director in January 2024. Kate is the Chair of International
Biotechnology Trust plc, a non-executive director of Finsbury Growth &
Income Trust plc and a non-executive director and Chair of the Audit Committee
of CC Japan Income & Growth Trust plc. Kate's executive roles include
several years as a fund manager for Morgan Stanley Investment Management,
where she was managing director and head of the global equity team. Prior to
this, she worked as a research analyst at M&G. Kate is a member of the
Chartered Financial Analyst Institute, holds a master's degree in business
administration, and has completed the Financial Times Non-Executive Director
Diploma.

The Board of the enlarged Company will therefore comprise seven directors
immediately following implementation of the Scheme. In keeping with the
Board's succession planning, Simona Heidempergher is anticipated to retire
from the Board at the conclusion of the annual general meeting to be held in
November 2025, reducing the number of Directors to six. Ann Grevelius will
replace Simona as Senior Independent Director.

Reduced Management Fee

The AIFM is currently entitled to annual management fees equal to 0.55% of the
NAV up to £800 million and 0.45% of the NAV in excess of £800 million.

With effect from the Effective Date, and conditional on the Scheme becoming
effective, the Company and the AIFM have agreed a new management fee structure
pursuant to which the AIFM shall be entitled to receive reduced annual
management fees, calculated as follows:

i.    0.50% on the first £800 million of ESCT's NAV (reduced from 0.55%);
and

ii.    0.45% on ESCT's NAV over £800 million,

(the "New Management Fee").

The new management fee structure will apply immediately upon completion of the
Scheme and will result in a more competitive blended fee rate for the enlarged
Company and for Shareholders than is currently afforded to EAT's and ESCT's
respective shareholders. There will be no change made to the performance fee
arrangements, or to the payment frequency or other payment terms in respect of
the management fee payable to the AIFM.

Admission and Dealings

Applications will be made by the Company to the FCA for the New Shares to be
admitted to the Official List and to the London Stock Exchange for the New
Shares to be admitted to trading on the Main Market. If the Scheme becomes
effective, it is expected that the New Shares will be admitted to the Official
List and the first day of dealings in such shares on the Main Market will be
16 October 2025.

General Meeting

The Proposals are subject to Shareholder approval. The notice convening the
General Meeting, to be held at 11.00 a.m. on 3 October 2025 at 201
Bishopsgate, London EC2M 3AE, is set out on page 20 of the Circular. The
notice includes the full text of the Resolutions.

Expected Timetable

 General Meeting
 Latest time and date for receipt of Forms of Proxy and electronic proxy        11.00 a.m. on 1 October 2025
 appointments for the General Meeting
 General Meeting                                                                11.00 a.m. on 3 October 2025
 Announcement of results of the General Meeting                                 3 October 2025

 ESCT Second Interim Dividend
 Ex-dividend date for the second interim dividend                               18 September 2025
 Record date for the second interim dividend                                    19 September 2025
 Date of payment of the second interim dividend                                 8 October 2025

 Scheme
 First EAT General Meeting                                                      12.00 p.m. on 3 October 2025
 Record Date                                                                    6.00 p.m. on 8 October 2025
 EAT Shares disabled in CREST (for settlement)                                  6.00 p.m. on 8 October 2025
 Trading in EAT Shares on the London Stock Exchange suspended                   7.30 a.m. 9 October 2025
 Calculation Date                                                               close of business on 9 October 2025
 Reclassification of EAT Shares                                                 8.00 a.m. on 14 October 2025
 Suspension of listing of EAT Shares                                            7.30 a.m. on 15 October 2025
 Second EAT General Meeting                                                     9.00 a.m. on 15 October 2025
 Effective Date                                                                 15 October 2025
 Announcement of results of elections under the Scheme, the EAT Rollover FAV    15 October 2025
 per Share, the EAT Cash FAV per Share and the ESCT FAV per Share
 Admission                                                                      8.00 a.m. on 16 October 2025
 CREST accounts credited with, and dealings commence in, New Shares             16 October 2025
 Certificates despatched by post in respect of New Shares in certificated form  within ten Business Days of Admission
 Cancellation of listing of Reclassified EAT Shares                             as soon as practicable after the Effective Date

 

Note: All references to time in the Circular are to UK time. Each of the times
and dates in the above expected timetable (other than in relation to the
general meetings) may be extended or brought forward. If any of the above
times and/or dates change, the revised time(s) and/or date(s) will be notified
to Shareholders by an announcement through a Regulatory Information Service.

 

Enquiries:

Janus Henderson Secretarial Services UK Limited

Corporate Secretary to The European Smaller Companies Trust

 +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 information in this announcement is for background purposes only and does
not purport to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy or
completeness. The material contained in this announcement is given as at the
date of its publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to herein are
subject to revision and amendment.

 

This announcement is not for publication or distribution in or into the United
States of America.  This announcement is not an offer of securities for sale
into the United States.  The securities referred to herein 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, except pursuant to an
applicable exemption from registration.  No public offering of securities is
being made in the United States. Moreover, the New Shares have not been, nor
will they be, registered under the applicable securities laws of Australia,
Canada, Japan, New Zealand, the Republic of South Africa, or any member state
of the EEA (other than any member state of the EEA where the shares are
lawfully marketed). Further, ESCT is not, and will not be, registered under
the US Investment Company Act of 1940, as amended.

 

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
EAT's or ESCT's respective financial positions, strategies, plans, proposed
acquisitions and objectives, are forward-looking statements.

 

Forward-looking statements are subject to risks and uncertainties and,
accordingly, EAT's or ESCT'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, ESCT
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.

 

Winterflood Securities Limited ("Winterflood") which is authorised in the
United Kingdom by Financial Conduct Authority is acting exclusively for ESCT
and for no-one else in connection with the Transaction, will not regard any
other person as it client in relation to the Transaction and will not be
responsible to anyone other than ESCT for providing the protections afforded
to its clients or for providing advice in relation to the Transaction, or any
of the other matters referred to in this announcement. This does not exclude
any responsibilities or liabilities of Winterflood under the Financial
Services and Markets Act 2000, as amended, or the regulatory regime
established thereunder.

 

None of ESCT or Winterflood, or any of their respective affiliates, accepts
any responsibility or liability whatsoever for, or makes any representation or
warranty, express or implied, as to this announcement, including the truth,
accuracy or completeness of the information in this announcement (or whether
any information has been omitted from the announcement) or any other
information relating to any of them, whether written, oral or in a visual or
electronic form, and howsoever transmitted or made available or for any loss
howsoever arising from any use of the announcement or its contents or
otherwise arising in connection therewith. Each of ESCT and Winterflood, and
their respective affiliates, accordingly disclaim all and any liability
whether arising in tort, contract or otherwise which they might otherwise have
in respect of this announcement or its contents or otherwise arising in
connection therewith.

 

 

 i  (#_ednref1) Based on the published and estimated net asset value of ESCT
and the published net asset value of EAT as at and up to 31 August 2025.

 ii  (#_ednref2) As calculated in accordance with the principles set out in
the AIC's recommended methodology for the calculation of ongoing charges,
which excludes any performance fees.

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  PDIUPUQPBUPAGUB