TIDMEOT
RNS Number : 6408V
European Opportunities Trust PLC
05 December 2023
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND
IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART
IN CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION
IS OR MAY BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
INVITATION TO PARTICIPATE IN THE TER OFFER (AS DEFINED HEREIN) IN
OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON
TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE
SECURITIES LAWS OR OTHERWISE.
EUROPEAN OPPORTUNITIES TRUST PLC
("EOT" or the "Company")
TER OFFER
The Company has today published a circular to Shareholders (the
"Circular") which contains further details of the Tender Offer,
together with details of how Shareholders can tender Ordinary
Shares for purchase, if they wish to do so.
Background
On 6 November 2023, the Board announced that, following active
engagement with Shareholders, it had decided that the Company
should undertake a Tender Offer for up to 25 per cent. of the
issued share capital of the Company. The Tender Offer, which is
subject to Shareholder approval, is being made at a Tender Price
equal to a 2 per cent. discount to the prevailing Net Asset Value
per Share as at the Calculation Date, less the costs of
implementing the Tender Offer (as more precisely set out in Part 3
of the Circular). Completion of the Tender Offer is expected to
take place on 31 January 2024.
The Board had previously announced, on 12 October 2023,
proposals for a further performance related tender offer to be made
as soon as is practicable after the annual general meeting in 2026
if the Company's Net Asset Value total return does not equal or
exceed the Company's benchmark total return (MSCI Europe Index TR
in Sterling) over the three-year period beginning 1 June 2023 and
ending on 31 May 2026. For the avoidance of doubt, the Board's
intention to arrange for the conditional tender offer in 2026 is
not affected by the present Tender Offer.
The Tender Offer
The Board has arranged for Singer Capital Markets Securities
Limited to conduct the Tender Offer for up to 25 per cent. of the
Company's Shares in issue at the Tender Price. The Company will pay
the Tender Price in cash.
The maximum number of Shares to be acquired under the Tender
Offer is 24,074,080 Shares, representing 25 per cent. of the Shares
in issue (excluding Shares held in treasury) as at the Latest
Practicable Date. The Board will continue to make market purchases
of Shares pursuant to its stated discount management policy during
the Tender Offer period, to the extent that it has Shareholder
authority to do so, meaning that the 24,074,080 Shares to be
tendered may represent slightly more than 25 per cent. of the
Shares in issue on completion of the Tender Offer.
The Tender Offer will only be open to Shareholders on the
register at 6.00 p.m. on 29 January 2024 (the Tender Record Date).
For US Shareholders, the Tender Offer will be open solely to
Qualifying US Shareholders. The Tender Offer is subject to certain
conditions, and may be suspended or terminated in certain
circumstances, as set out in the Circular.
The Tender Offer is intended to enable those Shareholders (other
than Restricted Shareholders) who wish to sell some or all of their
Shares to elect to do so, subject to the overall limits of the
Tender Offer. Shareholders who successfully tender Shares will
receive the Tender Price per Share. The Tender Price has been set
at this level to allow Shareholders who wish to realise a portion
of their holding of Shares to do so at a price close to NAV whilst
providing for a modest uplift to NAV per Share for continuing
Shareholders.
An Eligible Shareholder tendering up to 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.
In making the Tender Offer, Singer Capital Markets will purchase
the Shares which have been validly tendered as principal by means
of an on-market purchase from tendering Shareholders and will sell
the tendered Shares acquired by it on to the Company pursuant to
the terms of the Repurchase Agreement. All Shares acquired by the
Company from Singer Capital Markets under the Repurchase Agreement
will be cancelled.
Share buy backs
In addition to the Tender Offer authority, the Board intends to
seek renewal of its authority to make market purchases of up to
14.99 per cent. of the Shares currently in issue at the General
Meeting. This authority would expire at the next annual general
meeting of the Company, at which the Board currently intends to
seek renewal of the authority.
General Meeting
The implementation of the Tender Offer requires the approval of
Shareholders. A notice convening a General Meeting of the Company,
which is to be held at 11.00 a.m. on 21 December 2023 at the
offices of Devon Equity Management Limited, 123 Victoria Street,
London, SW1E 6DE, is set out in Part 9 of the Circular.
Expected timetable
2023
Publication of the Circular and Tender 5 December
Offer opens
Time and date of General Meeting 11.00 a.m. on 21 December
2024
Last time and date for receipt of Tender 1.00 p.m. on 29 January
Form, settlement of TTE Instruction(s)
from CREST and Tender Closing Date
Tender Record Date 6.00 p.m. on 29 January
Calculation Date 29 January
Completion of the Tender Offer 31 January
Announcement of the results of Tender Offer 31 January
CREST settlement date: Payments through 5 February
CREST made and CREST accounts settled
Cheques and balancing share certificates 5 February
despatched to certificated Shareholders
in the week commencing
The times and dates set out in the expected timetable and
mentioned throughout this document may, in certain circumstances,
be adjusted by the Board (subject to advice from Singer Capital
Markets), 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
unless otherwise stated.
Circular
Capitalised terms shall have the meaning attributed to them in
the Circular unless otherwise defined in this announcement.
The Circular can be viewed on the Company's website at
https://www.devonem.com/european-opportunities-trust-plc/ and will
be submitted to the National Storage Mechanism and available for
inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
shortly. In addition, those Shareholders (other than Restricted
Shareholders) who have elected to receive hard copies of documents
will receive a copy of the Circular by post.
LEI: 549300XN7RXQWHN18849
For further information, please contact:
Devon Equity Management Limited - AIFM enquiries@devonem.com
Richard Pavry / Charles Bilger +44 (0)20 3985 0445
Singer Capital Markets - Corporate broker
Robert Peel / Angus Campbell (Investment
Banking)
Alan Geeves / James Waterlow / Sam Greatrex
(Sales) +44 (0)20 7496 3000
Buchanan Communications - PR Adviser eot@buchanancomms.co.uk
Henry Wilson +44 (0)7788 528143
Helen Tarbet +44 (0)7872 604453
George Beale +44 (0)7450 295099
IMPORTANT INFORMATION
This announcement contains forward-looking statements. These
forward-looking statements include all matters that are not
historical facts. These forward-looking statements are made based
upon the Company's expectations and beliefs concerning future
events impacting the Company and therefore involve a number of
risks and uncertainties. Forward-looking statements are not
guarantees of future performance, and the Company's actual results
of operations, financial condition and liquidity may differ
materially and adversely from the forward-looking statements
contained in this announcement. Forward-looking statements speak
only as of the day they are made and the Company does not undertake
to update its forward-looking statements unless required by
law.
Singer Capital Markets Securities Limited, which conducts its UK
investment banking activities as Singer Capital Markets ("Singer
Capital Markets"), is authorised and regulated in the United
Kingdom by the FCA, and is acting exclusively for the Company and
no-one else in relation to the Tender Offer or the matters referred
to in this announcement and will not be responsible to anyone other
than the Company for providing the protections afforded to
customers of Singer Capital Markets nor for providing advice in
relation to the Tender Offer or the matters referred to in this
announcement. Nothing in this paragraph shall serve to exclude or
limit any responsibilities which Singer Capital Markets may have
under the Financial Services and Markets Act 2000 (as amended) or
the regulatory regime established thereunder. Offers to purchase
any Shares in the Tender Offer in the United States will be made in
accordance with Rule 15a-6 under the US Exchange Act of 1934, as
amended.
ANY DECISION TO PARTICIPATE IN THE TENDER OFFER SHOULD ONLY BE
MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY AN ELIGIBLE
SHAREHOLDER OF THE COMPANY'S PUBLICLY AVAILABLE INFORMATION.
NEITHER SINGER CAPITAL MARKETS NOR ANY OF THEIR AFFILIATES ACCEPT
ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION
AS TO THE ACCURACY OR COMPLETENESS OF, THIS ANNOUNCEMENT OR THE
COMPANY'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED
IN THIS ANNOUNCEMENT IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT
NOTICE UP TO THE CLOSING DATE.
Overseas Shareholders
The distribution of this announcement in certain jurisdictions
may be restricted by law. It is the responsibility of all Overseas
Shareholders to satisfy themselves as to the observance of any
legal requirements in their jurisdiction, including, without
limitation, any relevant requirements in relation to the ability of
such holders to participate in the Tender Offer.
This announcement does not constitute any offer for or
invitation to sell or purchase any securities, or any solicitation
of any offer for, securities in any Restricted Jurisdiction. Any
acceptance or other response to the Tender Offer should be made
only on the basis of information contained in or referred to in a
circular to be circulated. Such a circular will contain important
information, including the full terms and conditions of the Tender
Offer, which Shareholders are urged to read carefully. Any circular
will not be distributed or sent in or into any Restricted
Jurisdiction and the Tender Offer will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or any
facilities of a national securities exchange of, Australia, Canada,
Japan, New Zealand, the Republic of South Africa, any member state
of the European Economic Area and any other jurisdiction into which
the making of the Tender Offer would constitute a violation of the
laws of such jurisdiction (each a "Restricted Jurisdiction", and
any Shareholders who are resident in, or citizens of, any of the
foregoing jurisdictions, "Restricted Shareholders").
US Shareholders
The Tender Offer relates to securities in a non -- US company
and is subject to the disclosure requirements, rules and practices
applicable to companies listed in the UK, which differ from those
of the United States in certain material respects. Any circular
will have been prepared in accordance with the UK style and
practice for the purpose of complying with English law. The
financial information relating to the Company will not have been
prepared in accordance with generally accepted accounting
principles in the United States and thus may not be comparable to
financial information relating to US companies. The Tender Offer
will not be subject to the disclosure and other procedural
requirements of Regulation 14D under the Exchange Act. The Tender
Offer will be made in the United States in accordance with the
requirements of Regulation 14E under the Exchange Act to the extent
applicable. Certain provisions of Regulation 14E under the Exchange
Act are not applicable to the Tender Offer by virtue of Rule 14d --
1(d) under the Exchange Act. US Shareholders should note that the
shares are not listed on a US securities exchange and the Company
is not subject to the periodic reporting requirements of the
Exchange Act and is not required to, and does not, file any reports
with the US Securities and Exchange Commission thereunder.
The Company has not been, and will not be, registered in the
United States as an investment company under the United States
Investment Company Act of 1940 (the "Investment Company Act"). In
order to avoid being required to register under, or otherwise
violating, the Investment Company Act, the Company has implemented
restrictions on the ownership and transfer of its Shares. As such,
the Tender Offer will be made solely to US Shareholders who are
both qualified institutional buyers as defined in Rule 144A under
the US Securities Act of 1933, as amended, and qualified purchasers
as defined in section 2(a)(51) of the Investment Company Act.
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.
The receipt of cash pursuant to the Tender Offer may be a
taxable transaction for US federal income tax purposes. In
addition, holders may be subject to US backup withholding and
information reporting on payments with respect to the Tender Offer
made (or deemed made) within the United States. Each US Shareholder
should consult and seek individual tax advice from an appropriate
professional adviser.
To the extent permitted by applicable law and in accordance with
normal UK practice, the Company, Singer Capital Markets or any of
their respective affiliates, may make certain purchases of, or
arrangements to purchase, shares outside the United States during
the period in which any tender offer remains open for
participation, including sales and purchases of shares effected by
Singer Capital Markets 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 Rule 14e --
5(b)(12) thereunder, such purchases, or arrangements to purchase,
must comply with applicable English law and regulation, including
the listing rules of the FCA, and the relevant provisions of the
Exchange Act. Any information about such purchases will be
disclosed as required in the UK and the US and, if required, will
be reported via a Regulatory Information Service and will be
available on the London Stock Exchange website at
http://www.londonstockexchange.com .
The Tender Offer, the Circular and this announcement have not
been approved, disapproved or otherwise recommended by the SEC, any
US state securities commission or any other US regulatory
authority, nor have such authorities passed upon the merits or
fairness of the Tender Offer or determined the adequacy of the
information contained in the Circular. Any representation to the
contrary is a criminal offence in the United States.
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END
TENNKQBNDBDBDBK
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