THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR
MAY BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE
IN THE TENDER 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.
LONDON
STOCK EXCHANGE ANNOUNCEMENT
JPMORGAN
EUROPEAN DISCOVERY TRUST PLC
(the
'Company')
Tender
Offer
Legal Entity Identifier:
54930049CEWDI46Y3U28
Further to its announcement on 20
June 2024, the Board announces that it will proceed with making a
tender offer to give Shareholders the opportunity to tender up to
15 per cent. of the issued share capital in the Company (excluding
Shares held in treasury) at a discount of 2 per cent. to the
unaudited NAV per Share on the Calculation Date, less the costs and
expenses of the Tender Offer. The Tender Offer is subject to
Shareholder approval at the General Meeting.
In addition, and as announced by the
Company on 20 June 2024, the Board intends to introduce a
performance related tender offer for up to 15 per cent. of the
issued share capital (excluding Shares held in treasury) if the
Company's NAV total return does not equal or exceed the benchmark
total return (MSCI Europe ex UK Small Cap Index (net)) over the
five-year period beginning on 1 April 2024 and ending on 31 March
2029. This conditional tender offer would be subject to a separate
Shareholder approval and would also be at a discount of 2 per cent.
to the unaudited NAV per Share at the relevant time, less the costs
and expenses of implementing that further tender offer.
The Board believes that these tender
offer proposals strike the right balance between responding to the
Company's discount and preserving scale for the Company. Following
a period of encouraging performance for the Company, the Board
believes that many Shareholders will wish to continue with their
investment in the Company. The Board is nevertheless mindful that
the Shares have traded at a discount to Net Asset Value for some
time and, therefore, desires to address this imbalance through the
Tender Offer in addition to the Company's existing share buyback
programme which will continue following completion of the Tender
Offer.
Outlook
The portfolio managers are
increasingly positive about the macro environment and the
opportunities for European small caps. The Investment Manager
believes that the macro headwinds faced by the asset class over the
last few years driven by: (i) the supply chain crisis; (ii)
Russia's invasion of Ukraine; (iii) rising interest rates; and (iv)
tightening financial conditions, have now turned and should offer
tailwinds to performance. Given the nature of small cap companies,
which are typically more domestically focused and levered to
national economic performance and confidence, they tend to
underperform in periods of macro-economic uncertainty. With these
previous headwinds turned to tailwinds, the converse is now
true.
The portfolio managers are observing
a growing positive sentiment to European small caps, and this
should lead investors to once again recognise the asset class's
long-term superior growth and track record. This improving
sentiment, combined with a favourable market environment, is
restoring consumer and industrial confidence upon which the
Company's portfolio is positioned to capitalise. As a result, the
Investment Manager believes that the Company's portfolio will
continue to outperform as investment confidence increasingly
returns to the asset class.
The Tender Offer
The Board has arranged for Cavendish
Capital Markets Limited to conduct the Tender Offer for up to 15
per cent. of the Company's Shares in issue at the Tender
Price.
The key points of the Tender Offer
are as follows:
·
the Tender Offer will be restricted to 15 per
cent. of the Shares in issue (excluding any Shares held in
treasury) on the Record Date;
·
all Eligible Shareholders tendering up to their
Basic Entitlement will have their tender satisfied in
full;
·
Eligible Shareholders may tender Shares in excess
of their Basic Entitlement, with such Excess Applications being
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; and
·
the Tender Price per Share will be at a 2 per
cent. discount to the unaudited NAV per Share on the Calculation
Date, less the costs and expenses of the Tender Offer divided by
the number of Shares successfully tendered.
In making the Tender Offer,
Cavendish 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, subject to the terms and
conditions contained in the Repurchase Agreement being satisfied,
sell the tendered Shares acquired by it on to the Company. All
Shares acquired by the Company from Cavendish Capital Markets under
the Repurchase Agreement will be cancelled.
Shareholder Circular
The Company has today published a
circular to Shareholders (the "Circular") which contains details
of the Tender Offer, together with details of how Shareholders can
tender Shares for purchase, if they wish to do so. The Circular
also includes a notice convening a general meeting of the Company
which is to be held at held at 60 Victoria Embankment, London EC4Y
0JP at 11.00 a.m. on 2 September 2024.
The Circular can be viewed on the
Company's website and will shortly 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.
Capitalised terms shall have the
meaning attributed to them in the Circular unless otherwise defined
in this announcement.
Expected Timetable
Latest time and date for receipt of
Forms of Proxy for the General Meeting
|
11.00 a.m.
on 29 August 2024
|
General Meeting
|
11.00 a.m.
on 2 September 2024
|
Results of General Meeting
announced
|
2
September 2024
|
Latest time and date for receipt of
Tender Forms and TTE Instructions
|
1.00 p.m.
on 3 September 2024
|
Record Date for Tender
Offer
|
6.00 p.m.
on 3 September 2024
|
Calculation Date
|
close of
business on 3 September 2024
|
Results of Tender Offer and Tender
Price announced
|
5
September 2024
|
CREST accounts settled in respect of
unsold tendered Shares held in uncertificated form
|
no later
than 6 September 2024
|
Payments through CREST made in
respect of Shares held in uncertificated form successfully
tendered
|
10
September 2024
|
|
|
Cheques despatched in respect of
Shares held in certificated form successfully tendered
|
19
September 2024
|
Despatch of balance share
certificates in respect of unsold tendered Shares held in
certificated form
|
19
September 2024
|
All references to times in this announcement and the Circular
are to London time unless otherwise stated.
The times and dates set out in the expected timetable may be
adjusted by the Company in consultation with Cavendish, in which
event details of the new times and/or dates will be notified to
Shareholders by an announcement made by the Company through a
Regulatory Information Service.
25 July 2024
For further information, please
contact:
Priyanka Vijay Anand
JPMorgan Funds Limited
0800 20 40 20 (or +44 1268 44 44
70)
James King (Corporate
Finance)
Will Talkington (Corporate
Finance)
Andrew Worne (Corporate
Broking)
Cavendish Capital Markets
Limited
+44 20 7397 8900
Disclaimer
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.
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.
The Tender Offer is not being made
directly or indirectly in or into Australia, Canada, Japan, New
Zealand or South Africa, and cannot be accepted from within
Australia, Canada, Japan, New Zealand or South
Africa.
Cavendish Capital Markets Limited is
authorised and regulated in the United Kingdom by the Financial
Conduct Authority and is acting exclusively for the Company and
no-one else in connection with the Tender Offer and will not be
responsible to anyone other than the Company for providing the
protections afforded to customers of Cavendish or for providing
advice in relation to the Tender Offer or any matter referred to in
the Circular or herein. Nothing herein shall serve to exclude or
limit any responsibilities which Cavendish may have under FSMA or
the regulatory regime established thereunder.
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 Cavendish nor any of its 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.
Notice for US Shareholders
The Tender Offer relates to
securities in a non-US company registered in England and Wales and
listed 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 England and Wales and the
rules of the FCA and of the London Stock Exchange, and US
Shareholders should read the entire Circular. The Tender Offer is
not subject to the disclosure and other procedural requirements of
Regulation 14D under the US Exchange Act. The Tender Offer will be
made in the United States pursuant to Section 14(e) of, and
Regulation 14E under, the US Exchange Act, subject to the
exemptions provided by Rule 14d-1(d) thereunder and otherwise in
accordance with the requirements of the rules of the FCA and the
London Stock Exchange. 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 and law. The Company is not listed on a US securities
exchange, is not subject to the periodic reporting requirements of
the US Exchange Act and is not required to, and does not, file any
reports with the SEC thereunder. The Tender Offer is being made in
the United States solely to Qualifying US Shareholders.
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.