REG - Henderson Eurotrust Henderson Eurotrust - Result of Meeting

Henderson EurotrustAnnouncement

04/07/2024 12:30

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RNS Number : 1865V  Henderson Eurotrust PLC  04 July 2024

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

 

HENDERSON EUROTRUST PLC

 

LEGAL ENTITY IDENTIFIER:  213800DAFFNXRBWOEF12

 

4 July 2024

 

HENDERSON EUROTRUST PLC

 

Result of Second General Meeting, Suspension and Cancellation

of Reclassified Shares and Scheme Entitlements

 

In connection with the proposals for the merger of interests of Henderson
EuroTrust plc (the "Company") with Henderson European Focus Trust  plc
("HEFT") to form Henderson European Trust plc (the "Combined Trust") by means
of a scheme of reconstruction and winding up of the Company under section 110
of the Insolvency Act 1986 (the "Scheme") and the issue of New HEFT Shares to
Shareholders who are deemed to have elected to roll over their investment into
the Combined Trust, the Board is pleased to announce the result of the Second
General Meeting and the Scheme Entitlements.

 

Defined terms used in this announcement have the meanings given in the
Company's circular to Shareholders dated 20 May 2024 (the "Circular"). The
Circular is available for viewing at the National Storage Mechanism which can
be located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and on the Company's
website at www.hendersoneurotrust.com (http://www.hendersoneurotrust.com) .

 

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, Derek Neil Hyslop
and Richard Peter Barker (together the "Liquidators"), both of Ernst &
Young LLP of 1 More London Place, London, SE1 2AF 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
www.hendersoneurotrust.com (http://www.hendersoneurotrust.com) .

 

The poll results were as follows:

 

 Resolution                                                                Votes for   %      Votes against  %     Total votes cast  % Issued Share Capital  Votes withheld
 To place the Company into members' voluntary liquidation and appoint the  97,324,647  99.87  124,690        0.13  97,449,337        46.00                   85,012
 Liquidators

 

For the purposes of section 341 of the Companies Act 2006, the votes validly
cast are expressed in the table above as a percentage of the Company's total
voting rights as at 6.30 p.m. on 2 July 2024 (211,855,410), being the time at
which a shareholder had to be registered in the Register of Members in order
to vote at the Second General Meeting.  A vote "withheld" is not a vote in
law and has not been counted as a vote "for" or "against" the Resolution.

 

The number of Shares in issue at the date of this announcement is 211,855,410.
There are no Shares held in treasury. Therefore, as at the date of this
announcement the number of voting rights in the Company are 211,855,410.

 

The full text of the Resolution can be found in the notice of Second General
Meeting contained in the Circular.

 

Suspension and Cancellation of Reclassified Shares

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, 4 July 2024, in anticipation of the Second
General Meeting.

 

The Company, through its advisers, has notified the Financial Conduct
Authority and the London Stock Exchange of the Company's intention to cancel
the Company's admission of the Reclassified Shares to listing and trading at
8.00 a.m. on 11 July 2024.

 

Scheme Entitlements

As at the Calculation Date the entitlements calculated in accordance with the
terms of the Scheme were as follows:

 

•           HNE Rollover FAV per Share: 172.296884 pence

•           HNE Cash FAV per Share: 168.257098 pence

•           HEFT FAV per Share: 205.473998 pence

 

Therefore, Shareholders will receive the following cash and/or number of New
HEFT Shares.

 

For Shareholders that elected (or are deemed to have elected) to receive New
HEFT Shares:

 

•           each Reclassified Share with "A" rights attached to it
will receive 0.838534 New HEFT Shares.

 

Fractional entitlements to New HEFT Shares will not be issued under the Scheme
and entitlements will be rounded down to the nearest whole number. No cash
payment will be made or returned in respect of any fractional entitlements,
which will be retained for the benefit of HEFT.

 

For Shareholders that elected for the Cash Option:

 

•           each Reclassified Share with "B" rights attached to it
will receive 168.257098 pence in cash.

 

As noted in the Circular, the Directors have set aside sufficient assets in
the Liquidation Pool to meet all estimated liabilities and contingencies,
including the costs of the winding up of the Company and the costs of
implementing the Scheme. The Directors have also provided in the Liquidation
Pool for a retention of £100,000 which they, together with the Liquidators,
consider sufficient to meet any unknown or unascertained liabilities of the
Company.

 

The Liquidation Pool will be applied by the Liquidators in discharging all
current and future actual and contingent liabilities of the Company. Any
balance remaining after discharging such liabilities from the Liquidation Pool
will in due course be distributed to Shareholders pro rata to their respective
holdings of Shares in accordance with the terms of the Scheme.

 

In accordance with the Circular, Shareholders who elected, or were deemed to
have elected, for the Rollover Option will receive their New HEFT Shares via
CREST on 5 July 2024 and, in relation to certificated Shareholders, share
certificates in respect of New HEFT Shares will be despatched by 18 July
2024. Shareholders who elected for the Cash Option will have their
entitlements despatched in the week commencing 8 July 2024 via CREST and/or
cheque.

 

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

 

 

For further information please contact:

 

 Liquidators           0131 460 2397

 Derek Neil Hyslop
 Richard Peter Barker

 

 

 

Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.

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