REG-Fidelity European Trust Plc: Results of the Scheme and Issue of New Shares

Fidelity European TrustAnnouncement

26/09/2025 11:45

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, THE
REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA 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 the United States or 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.

FOR IMMEDIATE RELEASE

26 September 2025

 

Fidelity European Trust PLC

Legal Entity Identifier: 549300UC0QPP7Y0W8056

Combination with Henderson European Trust plc

Results of the Scheme and Issue of New Shares

Results of the Scheme

In connection with the combination of the assets of Fidelity European Trust
PLC (the "Company" or "FEV") with the assets of Henderson European Trust plc
("HET"), which was approved by HET Shareholders earlier today, the FEV Board
is pleased to announce that the Company will acquire approximately £462.7
million of net assets from HET in consideration for the issue of 111,902,155
New Shares to HET Shareholders in accordance with the Scheme.

The number of New Shares to be issued was calculated based on a FEV FAV per
Share of 413.499300 pence and a Rollover FAV per HET Share of 210.965548
pence, producing a conversion ratio of approximately 0.510196 New Shares for
every HET Share rolling over, each calculated in accordance with the Scheme.
As set out in the shareholder circular published by the Company on 21 August
2025 (the "Circular"), fractional entitlements to New Shares arising out of
the conversion ratio will not be issued under the Scheme and entitlements will
be rounded down to the nearest whole number of New Shares.

Issue of New Shares

Applications have been made for the 111,902,155 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 for listed
securities of the London Stock Exchange (together, "Admission"). It is
expected that Admission will take place at 8.00 a.m. on 29 September 2025.

Following the issue of the New Shares noted above, the Company's share capital
will consist of 514,832,678 ordinary shares of 2.5 pence each (excluding
shares held in treasury), with each share holding one voting right, and an
additional 13,517,387 ordinary shares held in treasury.

The figure of 514,832,678 Shares 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.

Novation of the HET Loan Notes

In accordance with the terms of the Scheme, following the passing of the HET
Resolution at the Second HET General Meeting held today, the Company has also
been substituted as the issuer and sole debtor of HET's privately placed: (i)
€25,000,000 1.53 per cent. unsecured Series A Senior Notes due 31 January
2047; and (ii) €10,000,000 1.66 per cent. unsecured Series B Senior Notes
due 31 January 2052.

The Chairman of the Company, Davina Walter, commented:

"We are pleased to offer both our new and existing shareholders a number of
compelling benefits as a result of the combination. We aim to be the 'go to
trust' for investing in Europe as the Company is well positioned to continue
to deliver attractive returns, with shareholders also benefitting from a
reduced management fee and a lower ongoing costs ratio."

 

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

For further information please contact:

 

 FIL Investment Services (UK) Limited                             +44 (0)800 700 000   
 Claire Dwyer Daniel Summerland Dominic Newman                                         
 Dickson Minto Advisers LLP (Sponsor & Financial Adviser to FEV)  +44 (0)20 7649 6823  
 Douglas Armstrong Andrew Clark Jamie Seedhouse                                        
                                                                                       

Important Information

This announcement is not for publication or distribution, directly or
indirectly, 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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