REG - European Smaller Co. - Results of the Scheme and Issue of New Shares

European Smaller Companies TrustAnnouncement

15/10/2025 12:15

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RNS Number : 5175D  European Smaller Companies Tst 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
OR INTO, THE UNITED STATES, 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 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

 

15 October 2025

 

The European Smaller Companies Trust PLC

('ESCT' or the 'Company')

Combination with European Assets Trust PLC

Results of the Scheme and Issue of New Shares

Results of the Scheme and Issue of New Shares

The Board of The European Smaller Companies Trust PLC is pleased to announce
that the Company will acquire substantially all of the net assets from
European Assets Trust PLC ('EAT') in exchange for the issue of 131,128,841 new
ordinary shares in the capital of ESCT ('New Shares') in connection with the
voluntary winding up of EAT pursuant to a scheme of reconstruction under
section 110 of the Insolvency Act 1986 (the 'Scheme') following the passing
today of the resolution proposed at the Second EAT General Meeting.

 

ESCT ordinary shares

The number of New Shares to be issued to eligible EAT Shareholders and to the
liquidators of EAT for sale in the market for the benefit of Excluded EAT
Shareholders was calculated based on an ESCT FAV per Share of 231.734700 pence
and an EAT Rollover FAV per Share of 99.285552 pence, producing a conversion
ratio of approximately 0.428444 ESCT shares per EAT share, each calculated in
accordance with the Scheme.

As set out in the shareholder circular published by the Company on 9 September
2025 (the 'Circular'), fractions of New Shares arising as a result of the
conversion ratio will not be issued under the Scheme and entitlements to such
New Shares will be rounded down to the nearest whole number.

 

Admission

Applications have been made by the Company for the 131,128,841 New Shares to
be admitted to listing on the closed-ended investment funds category of the
Official List of the Financial Conduct Authority and to trading on the Main
Market of the London Stock Exchange (together, 'Admission'). It is expected
that Admission will take place at 8.00am on 16 October 2025.

Following the issue of the 131,128,841 New Shares noted above, the Company's
share capital will comprise 410,375,045 ordinary shares of which 51,733,676
ordinary shares are held in treasury. Each ordinary share (other than an
ordinary share held in treasury) is entitled to one voting right such that,
following Admission, the total voting rights of the Company will be
358,641,369.

The figure of 358,641,369 may be used by Shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in voting rights, or a change to their interest in the Company,
under the Disclosure Guidance and Transparency Rules.

 

Capitalised terms used but not defined in this announcement will have the same
meaning as set out in the Circular.

 

For further information:

 

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

 

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.

 

 

 

 

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