Henderson Euro Focus - Merger Update
14/05/2024 18:26
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RNS Number : 4373O Henderson European Focus Trust PLC 14 May 2024
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acquire, securities in the United States or in any other jurisdiction in
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This announcement contains information that is inside information for the
purposes of Article 7 of the UK version of Regulation (EU) No. 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the "Market Abuse Regulation"). The person responsible for arranging
for the release of this announcement on behalf of HEFT is Janus Henderson
Secretarial Services UK Limited acting as corporate secretary.
14 May 2024
Henderson European Focus Trust plc (the "Company" or "HEFT")
Merger Update
Introduction
The board of HEFT (the "Board") announced on 14 March 2024 that the Company
had signed Heads of Terms in respect of a proposed merger of interests with
Henderson EuroTrust plc ("HNE") to form Henderson European Trust plc (the
"Combined Trust") - an enlarged, flagship European investment trust to be
managed by the European equities team at Janus Henderson Investors ("Janus
Henderson" or the "Manager") (the "Proposals").
Shareholders representing 35.4% and 37.6% of the respective issued share
capital of HNE and HEFT indicated their intention to vote in favour of the
Proposals, and following this announcement the Board has been pleased to
receive further positive feedback and indications of support regarding the
Proposals from shareholders in the Company.
Amendment to the terms of the Proposals
The Board notes the announcement made by HNE today and confirms that HEFT and
HNE have agreed revised terms in respect of the proposed merger of interests
with HNE (the "Updated Proposals") which involve the following amendments to
the Proposals:
· Increased cash option: Under the Proposals, shareholders of HNE
were entitled to elect to receive cash in respect of part or all of their
shareholding, subject to an aggregate limit of 5% of HNE's issued share
capital. HEFT was also putting forward a tender offer to shareholders of HEFT
for up to 5% of HEFT's issued share capital, which broadly reflected the cash
exit being provided for shareholders of HNE. Under the Updated Proposals, the
limits on the cash exit under the scheme and the HEFT tender offer have been
increased to 15% of each company's issued share capital.
· Enhanced contribution from Janus Henderson to the costs of the
Proposals: Janus Henderson had committed to make a contribution to the costs
of the Proposals, with a view to ensuring the Proposals were cost-neutral for
continuing shareholders in the Combined Trust. The Manager has reiterated its
commitment to the merger by undertaking that it will make a contribution of
£1.55m to the combined costs under the Updated Proposals which will ensure
that, net of the application of the 2% discount to the HNE cash exit and the
HEFT tender offer, the Updated Proposals are cost-neutral for continuing
shareholders in the Combined Trust, with any surplus being available for the
benefit of ongoing shareholders in the Combined Trust.
· Reduced management fees for the Combined Trust: Under the terms
of the Updated Proposals the Combined Trust will benefit from a further
improvement in management fee terms, with an additional reduction on the
second management fee tier from 50 bps p.a. to 47.5 bps p.a.. The management
fees will be charged on the following basis:
§ 60 bps p.a. on net assets up, but excluding, to £500 million;
§ 47.5 bps p.a. on net assets equal to and in excess of £500 million and up
to, but excluding, £1 billion; and
§ 45 bps p.a. on net assets equal to and in excess of £1 billion.
· Additional discount control mechanism: In addition to the previous
commitment of a 5-yearly performance-related tender offer under the Proposals,
the board of the Combined Trust will consider, at its discretion, subject to
normal market conditions and no earlier than after an initial three year
period, whether it would be in the long term interests of shareholders as a
whole to be offered additional opportunities to realise some of their
investment in the Combined Trust. The board of the Combined Trust's
consideration will, alongside other factors, recognise the importance to
shareholders that the Combined Trust's shares should not persistently trade at
a significant discount to NAV in absolute terms or relative to the Combined
Trust's peer group.
The terms of the Proposals have been revised in order that the recommendations
made by the Boards of both HEFT and HNE remain commercially competitive for
their shareholders.
Expected timetable
In connection with the Updated Proposals, documentation is still expected to
be sent to each company's shareholders by the end of May 2024 with a view to
convening general meetings in June and July 2024. The Updated Proposals are
anticipated to conclude in early July 2024.
For further information please contact:
Henderson European Focus Trust plc
Vicky Hastings Contact via Company Secretary
Chair of the Board 020 7818 2220
Janus Henderson Investors, Manager
Dan Howe 020 7818 4458
Head of Investment Trusts
Oliver Packard 0207 818 2690
Head of Investment Trust Sales
Harriet Hall 020 7818 2919
PR Director, Investment Trusts
Winterflood Securities Limited, Corporate Broker
Neil Morgan 020 3100 0000
Notes
Legal Entity Identifier:
HEFT: 213800GS89AL1DK3IN50
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The value of shares and the income from them is not guaranteed and can fall as
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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
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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",
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Forward-looking statements are subject to risks and uncertainties and,
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as at the date of this announcement and cannot be relied upon as a guide to
future performance. Subject to their respective legal and regulatory
obligations, each of HEFT and Janus Henderson expressly disclaims any
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contained herein to reflect any change in expectations with regard thereto or
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MAR.
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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
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or for any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith. Each of HEFT and Janus
Henderson, 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.
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