REG - Henderson Euro Trust Henderson Euro -HETB - Result of Second General Meeting

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RNS Number : 0339B  Henderson European Trust Plc  26 September 2025

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

 HENDERSON EUROPEAN TRUST PLC

 LEGAL ENTITY IDENTIFIER: 213800GS89AL1DK3IN50

 

26 September 2025

 

HENDERSON EUROPEAN TRUST PLC

(the "Company")

RESULT OF SECOND GENERAL MEETING

 

In connection with the recommended proposals for the voluntary winding-up of
the Company and combination with Fidelity European Trust PLC ("FEV"), the
Board is pleased to announce the result of the Second General Meeting.

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, Gareth Rutt Morris
and Jonathan Dunn, each licensed insolvency practitioners of FRP Advisory
Trading Limited of Kings Orchard, 1 Queen Street, Bristol, BS2 0HQ 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.

 

 Special Resolution                                                        Votes For (including Discretionary)  %       Votes Against  %      Total Votes Cast  Votes Withheld
 To place the Company into members' voluntary liquidation and appoint the  131,262,678                          99.66%  453,563        0.34%  131,716,241       155,088
 Liquidators.

 

 

1.    The number of Ordinary Shares in issue as at the voting record time
of 6.00 p.m. (London time) on 24 September 2025 (the "Voting Record Time")
was 309,108,191. As at that date no Shares were held in treasury.
Therefore, the total number of voting rights in the Company as at the Voting
Record Time was 309,108,191.

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.

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 Company's
circular to Shareholders dated 21 August 2025 (the "Circular"). The Circular
is available for viewing on the Company's website and at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

A copy of the special resolution will be submitted to the National Storage
Mechanism and will shortly be available for viewing
at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

Suspension and Cancellation of Reclassified Shares

In accordance with the timetable, the Company's Reclassified Shares were
suspended from listing on the Official List of the Financial Conduct Authority
and from trading on the London Stock Exchange at 7.30 a.m. this morning, 26
September 2025 in anticipation of the Second General Meeting.

 

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:

§ HET Rollover Pool FAV per Share: 210.965548 pence

§ HET Cash FAV per Share:  205.264694 pence

§ FEV FAV per Share: 413.499300 pence

Therefore, Shareholders will receive the following:

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

§ each Reclassified Share with "A" rights attached to it will receive
0.510196 New FEV Shares.

Fractional entitlements to New FEV Shares will not be issued under the Scheme
and entitlements will be rounded down to the nearest whole number.

For Shareholders that elected for the Cash Option:

§ each Reclassified Share with "B" rights attached to it will receive
205.264694 pence in cash.

No cash payment shall be made or returned in respect of any fractional
entitlements which will be retained for the benefit of FEV.

As set out in the Circular, the Directors have set aside sufficient assets in
the Liquidation Pool to meet all estimated current and future, actual and
contingent liabilities of the Company, including the costs of the winding-up
of the Company and the costs of implementing the Scheme.

The Liquidation Pool will be applied by the Liquidators in discharging all
current and future, actual and contingent liabilities of the Company and any
balance remaining after discharging such liabilities will in due course be
distributed to Shareholders on the Register on the Record Date in accordance
with the terms of the Scheme.

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

In accordance with the timetable, Shareholders will receive their New FEV
Shares: (i) in relation to Shareholders who hold their Shares in CREST, via
CREST on 29 September 2025; and (ii) in relation to certificated Shareholders,
within 14 calendar days of the Effective Date.

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

 

For further information please contact:

 

 Liquidators

 Gareth Rutt Morris                                                      Bristol@frpadvisory.com

 Jonathan Dunn                                                           011 7203 3700

 Deutsche Numis

 Nathan Brown                                                            020 7547 0569

 Matt Goss                                                               020 7260 1642

 Corporate Secretary, Janus Henderson Secretarial Services UK Limited    020 7818 1818

 

 

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