REG - MonEuroSmllCosTst - Circular Publication and Notice of General Meeting

Montanaro European Smaller Companies TrustAnnouncement

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RNS Number : 9984D  Montanaro European Smaller C.TstPLC  20 October 2025

Montanaro European Smaller Companies Trust plc (the "Company")

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN
OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA,
IN ANY MEMBER STATE OF THE EEA OR IN 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 any 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.

LEI: 213800CWSC5B8BG3RS21

20 October 2025

Circular Publication and Notice of General Meeting

As announced by the Company on 27 March 2025, the Board is proposing to offer
Shareholders the opportunity to tender their Shares to the Company twice a
year around the time of the interim and final results publication. The Company
announces that it will today publish a circular (the "Circular") in respect of
the first biannual tender offer.

The Tender Price has been set at a 5% discount to the prevailing Net Asset
Value per Share as at the Calculation Date. This reflects the wider spreads
amongst smaller companies and the cost associated with the exercise, allowing
Shareholders who wish to realise a portion of their holding to do so at a
price close to NAV whilst potentially providing for a modest uplift to Net
Asset Value per Share for continuing Shareholders.

The Tender Offer, which represents the first such periodic tender offer, is
being made for up to 7,409,587 Shares, being 5% of the Shares in issue at the
Latest Practicable Date.

An Eligible Shareholder tendering up to 5% of the Shares in their name on the
Register as at the Tender Record Date (their "Basic Entitlement") will have
their tender satisfied in full. Any Eligible Shareholder tendering more than
their Basic Entitlement will have their Excess Application satisfied if there
are sufficient remaining Available Shares. Such Available Shares shall be
apportioned to Eligible Shareholders pro rata to their Excess Applications
should other Eligible Shareholders not tender the full amount of their Basic
Entitlement and as a result of certain Overseas Shareholders not being
permitted to participate in the Tender Offer.

The implementation of the Tender Offer is conditional on, amongst other
things, the Resolution being passed. The expected timetable of principal
events is set out at the end of this announcement.

A copy of the Circular will be submitted to the National Storage Mechanism and
will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . The Circular and
the Notice of the General Meeting will also be available on the Company's
website at https://montanaro.co.uk/trust/mesct
(https://montanaro.co.uk/trust/mesct) .

The General Meeting will be held at 10:00 hours on 19 November 2025 at the
offices of Juniper Partners Limited, at 28 Walker Street, Edinburgh, EH3 7HR.

Unless otherwise defined, all definitions used in this announcement will have
the same meaning as described in the Circular.

Contacts:

 

Montanaro Asset Management

Investment Manager

+44(0)20 7448 8600

 

Cavendish Capital Markets, Corporate Broker

Robert Peel / Andrew Worne / Oscar Valeur-Adu

 +44 (0)20 7908 6000

 Juniper Partners

 Company Secretary

 +44(0)131 378 0500

 Camarco, PR Advisers

 montanaro@camarco.co.uk

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

 Tender Offer opens: announcement of the Tender Offer and publication of this                                              20 October 2025
 document
 Publication of half-yearly results and announcement of the Dividends                                                      31 October 2025
 Latest time and date for receipt of Forms of Proxy or transmission of CREST                                               10:00 hours on 17 November 2025
 Proxy Instructions, Proximity or any other electronic voting instructions for
 the General Meeting
 Time and date of General Meeting                                                                                          10:00 hours on 19 November 2025
 Announcement of the result of General Meeting                                                                             19 November 2025
 Tender Closing Date: last time and date for receipt of Tender Forms and share                                             13:00 hours on 19 November 2025
 certificates for certificated Shares and TTE Instruction(s) in CREST for
 uncertificated Shares
 Tender Record Date                                                                                                        18:00 hours on 19 November 2025
 Announcement of number of Shares validly tendered                               21 November 2025
 CREST accounts credited with unsuccessfully tendered uncertificated Shares      Not later than 24 November 2025
 Calculation Date for the Tender Price                                           28 November 2025
 Announcement of the Tender Price                                                1 December 2025
 Purchase of Shares under the Tender Offer                                       3 December 2025
 Ex-dividend date for the Dividends                                              4 December 2025
 CREST accounts credited in respect of Tender Offer proceeds for uncertificated  By 5 December 2025
 Shares
 Record date for the Dividends                                                   18:00 hours on 5 December 2025
 Cheques despatched in respect of Tender Offer proceeds for certificated Shares  By 15 December 2025
 Despatch of share certificates to be returned in respect of unsuccessfully      By 15 December 2025
 tendered certificated Shares
 Despatch of balancing share certificates for revised, certificated holdings in  By 15 December 2025
 the case of partially successful tenders
 Payment date for the Dividends                                                  5 January 2026

The times and dates set out in the expected timetable and mentioned in the
Circular may, in certain circumstances, be adjusted by the Board, in which
event, details of the new times and dates will be notified, as required, to
the London Stock Exchange and, where appropriate, to Shareholders and an
announcement will be made through a Regulatory Information Service.

All references to times in this announcement are to London time (GMT) unless
otherwise stated.

Notice for U.S. Shareholders

The Tender Offer relates to securities in a non-US company registered in
Scotland with a listing on the London Stock Exchange and is subject to the
disclosure requirements, rules and practices applicable to companies listed in
the United Kingdom, which differ from those of the United States in certain
material respects. The Circular has been prepared in accordance with UK style
and practice for the purpose of complying with the laws of Scotland, the UK
Listing Rules and the rules of the London Stock Exchange. US shareholders
should read this entire document. Any financial information relating to the
Company has been prepared in accordance with UK-adopted international
accounting standards and has not been prepared in accordance with generally
accepted accounting principles in the United States; thus it may not be
comparable to financial information relating to US companies. The Tender Offer
is being made in the United States pursuant to Section 14(e) of, and
Regulation 14E under, the U.S. Securities Exchange Act of 1934 as amended (the
"Exchange Act"), subject to the exemptions provided by Rule 14d-1(d)
thereunder and otherwise in accordance with the requirements of the UK Listing
Rules. Accordingly, the Tender Offer will be subject to disclosure and other
procedural requirements that are different from those applicable under US
domestic tender offer procedures. US Shareholders should note that the Company
is not listed on a US securities exchange, subject to the periodic reporting
requirements of the Exchange Act or required to, and does not, file any
reports with the SEC thereunder.

It may be difficult for US shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal securities laws
since the Company is located outside the United States and its officers and
directors reside outside the United States. It may not be possible to sue a
non-US company or its officers or directors in a non-US court for violations
of US securities laws. It also may not be possible to compel a non-US company
or its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law and in accordance with normal UK
practice, the Company, Cavendish, or any of their affiliates may make certain
purchases of, or arrangements to purchase, Shares outside the United States
during the period in which the Tender Offer remains open for acceptance,
including sales and purchases of Shares effected by Cavendish acting as market
maker in the Shares. These purchases, or other arrangements, may occur either
in the open market at prevailing prices or in private transactions at
negotiated prices. In order to be excepted from the requirements of Rule 14e-5
under the Exchange Act, by virtue of relief granted by the SEC Rule
14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must
comply with applicable Scottish and English law and regulation, including the
UK Listing Rules, and the relevant provision of the Exchange Act. Any
information about such purchases will be disclosed as required in the United
Kingdom and the United States and, if required, will be reported via the
Regulatory Information Service of the London Stock Exchange and available on
the London Stock Exchange website at www.londonstockexchange.com. To the
extent that such information is made public in the United Kingdom, this
information will also be publicly available to Shareholders in the United
States.

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