European Opportunities Trust has confirmed that the company will undertake a tender offer for up to 25% of the issued share capital of the company. The offer, which is subject to shareholder approval, is being made at a tender price equal to a 2% discount to the prevailing NAV as at the calculation date, less the costs of implementing the offer. Completion is expected to take place on 31 January 2024.
[QD comment (Andrew Courtney): EOT has made good headway in narrowing its discount that now sits under 10% for the first time in three years. Over the past 12 months, shares and NAV have bounced sharply, and the outlook for the trust looks much improved, which is helped further by the protectiveness of the board. ]
Details of the tender offer are outlined in full, below;
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
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2023 |
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Publication of the Circular and Tender Offer opens |
5 December |
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Time and date of General Meeting |
11.00 a.m. on 21 December |
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2024 |
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Last time and date for receipt of Tender Form, settlement of TTE Instruction(s) from CREST and Tender Closing Date |
1.00 p.m. on 29 January |
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Tender Record Date |
6.00 p.m. on 29 January |
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Calculation Date |
29 January |
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Completion of the Tender Offer |
31 January |
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Announcement of the results of Tender Offer |
31 January |
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CREST settlement date: Payments through CREST made and CREST accounts settled |
5 February |
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Cheques and balancing share certificates despatched to certificated Shareholders in the week commencing |
5 February |
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.
EOT : European Opportunities Trust confirms tender offer