REG - Henderson Opport Tst - Result of Meeting

Henderson Opportunities TrustAnnouncement

04/02/2025 12:30

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RNS Number : 8788V  Henderson Opportunities Trust PLC  04 February 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. The person
responsible for arranging for the release of this announcement on behalf of
the Company is Melanie Stoner, on behalf of the Corporate Secretary, Janus
Henderson Secretarial Services UK Limited.

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

 

HENDERSON OPPORTUNITIES TRUST PLC

 

LEGAL ENTITY INDENTIFIER (LEI):  2138005D884NPGHFQS77

 

4 February 2025

Henderson Opportunities Trust plc

Results of Requisitioned General Meeting

 

The Board of Henderson Opportunities Trust plc (the "Company" or "HOT") is
pleased to announce that Resolutions 1 to 6 put forward at the general meeting
of the Company held earlier today (the "Requisitioned General Meeting") were
defeated on a poll.

 

65.36% of the total votes cast were voted against the Resolutions.((1))

 

Excluding the votes Saba cast in favour of its own Resolutions (being 9.76
million votes, representing approximately 33.66% of the votes cast and 24.71%
of the Company's total voting rights), only a further 284,248 Shares,
representing 0.98% of the votes cast and just 0.72% of the Company's total
voting rights, voted in favour of the Resolutions.((1) (2))

 

Wendy Colquhoun, Chairman of Henderson Opportunities Trust plc, said:

 

"The result today shows that shareholders do not want to be part of a Saba
managed vehicle, but instead want to be able to retain full choice over what
happens to their investment with more than 99% of non-Saba shareholders voting
against the Resolutions.

 

The Board would like to extend its gratitude to all of HOT's shareholders for
their support and participation in today's vote. The Board's priority now is
delivering full and free choice to all shareholders via the proposed scheme of
reconstruction. All shareholders, including Saba, will have the choice of an
unrestricted cash exit at NAV and/or the option of a tax-efficient rollover
into a UK equity focused open-ended fund.

 

As part of its campaign, Saba has publicly stated its aim to deliver
substantial liquidity options to all shareholders. The scheme proposed by the
Board is designed to achieve this. The Board therefore calls on Saba to
respect the decision made by the Company's shareholders at today's meeting and
support the scheme of reconstruction."

 

The Company published the circular relating to the scheme of reconstruction on
3 February 2025.  For the scheme to proceed, 75% of shareholders voting would
need to vote FOR the scheme resolutions.

 

The poll results received in relation to each Resolution were as follows:

 

 Ordinary resolutions                                                 VOTES FOR                     VOTES FOR                                   VOTES AGAINST *                 TOTAL VOTES                          VOTES WITHHELD ***

                                                                                                    (Excluding Shares voted by Saba)((2))
              Number                                                  % of Shares voted **  Number  % of Shares voted **  Number                % of Shares voted **  Number    % of total voting rights **  Number
 1            To remove Wendy Colquhoun as a director of the Company  10,041,133            34.64%  284,248               0.98%                 18,944,293            65.36%    28,985,426                   73.40%  53,404
 2            To remove Davina Curling as a director of the Company   9,974,244             34.41%  217,359               0.75%                 19,009,807            65.59%    28,984,051                   73.39%  54,779
 3            To remove  Frances Daley as a director of the Company   9,983,461             34.44%  226,576               0.78%                 19,000,590            65.56%    28,984,051                   73.39%  54,779
 4            To remove Harry Morgan as a director of the Company     9,974,073             34.42%  217,188               0.75%                 19,006,118            65.58%    28,980,191                   73.38%  58,639
 5            To appoint Simon Reeve as a director of the Company     9,971,639             34.42%  214,754               0.74%                 18,999,947            65.58%    28,971,586                   73.36%  67,244
 6            To appoint Paul Kazarian as a director of the Company   9,971,639             34.42%  214,754               0.74%                 18,999,947            65.58%    28,971,586                   73.36%  67,244

 

* Includes discretionary votes.

** Rounded to two decimal places.

*** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes "for" or "against" the relevant Requisitioned
Resolution.

 

The full text of all the resolutions can be found in the Notice of Meeting
which is available on the National Storage Mechanism ("NSM") website. A copy
of the resolutions will be submitted to the NSM and will shortly be available
for inspection on the NSM website at:

 

https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

The number of ordinary shares in issue at the date of this announcement is
40,004,290, of which 512,415 ordinary shares are held in treasury. As at the
date of this announcement the Company's total voting rights therefore
comprises 39,491,875 shares with one vote each.

 

For the purposes of section 341 of the Companies Act 2006, the total votes
validly cast are expressed in the table above as a percentage of the Company's
total voting rights as at the close of business on 3 February 2025 (39,491,875
shares), being the time at which a shareholder had to be registered in the
register of members in order to attend and vote at the Requisitioned General
Meeting.

 

The Board has appointed Civica Election Services as independent assessor to
report on the poll held at the Requisitioned General Meeting in respect of
each of the Resolutions.

 

The results of the poll votes will shortly be available via the Company's
website at www.hendersonopportunitiestrust.com
(http://www.hendersonopportunitiestrust.com) .

For further information please contact:

   Henderson Opportunities Trust plc                  via Edelman Smithfield
   Wendy Colquhoun (Chairman)

   Edelman Smithfield (Media enquiries)               +44 (0)7785 275665 / +44 (0)7950 671 948
   John Kiely/ Latika Shah

   J.P. Morgan Cazenove (Financial Adviser)           +44 (0)20 3493 8000
   William Simmonds / Rupert Budge

   Janus Henderson (Investment Manager)               +44 (0)20 7818 1818
   Dan Howe, Head of Investment Trusts

   Janus Henderson Secretarial Services UK Limited     +44 (0)20 7818 1818

   Corporate Secretary to the Company

 

Unless the context provides otherwise, words and expressions defined in the
Circular to shareholders dated 8 January 2025 shall have the same meanings in
this announcement.

(1) Figures used are representative of the votes cast on Resolution 1.

 

(2) Saba's latest publicly disclosed holding (as at 29 January 2025) was
11,491,437 Shares, representing approximately 29.10% of the Company's total
voting rights as at close of business on 3 February 2025, though the Board
believes only 9,756,885 votes, representing 24.71% of the Company's total
voting rights as at close of business on 3 February 2025 or 33.66% of votes
cast, were actually voted by or on behalf of Saba.

 

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