Tender Offer

European Opportunities Trust PLC

06 November 2023

 

FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER THAN U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED). THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION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, INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA. 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.

This announcement contains information that is inside information for the purposes of the U.K. version of the Market Abuse Regulation (EU) No. 596/2014.

EUROPEAN OPPORTUNITIES TRUST PLC

("EOT" or the "Company")

TENDER OFFER

6 November 2023

Following further active engagement with shareholders, EOT today announces that, subject to shareholder approval, it will undertake a tender offer for up to 25% of the issued share capital of the Company, priced at the prevailing net asset value at the time of repurchase (adjusted for the costs associated with the tender offer) less 2% (the "Tender Offer"). The purchase date in connection with the Tender Offer is expected to be as soon as practicable and no later than 31 January 2024.

The Tender Offer will be conditional on the passing by shareholders of the Continuation Vote, being Resolution 12, proposed at the Company's annual general meeting to be held on 15 November 2023 (the "Continuation Vote"). As previously stated, the Company's independent Directors consider the continuation of the Company to be in the interests of shareholders as a whole and understand that the majority of shareholders wish to see the Company continue. The Board is pleased to note that Institutional Shareholder Services (ISS) agrees with the Directors' position and has recommended that shareholders vote in favour of the Continuation Vote.

The Company's Directors also recognise that some shareholders may desire the opportunity to realise part of their holdings at a price near NAV, and the proposed Tender Offer will enable them to do this.

No Director of the Company nor any director of Devon Equity Management will be tendering any of their Ordinary Shares under the Tender Offer.

A circular setting out the full details of the Tender Offer, convening the necessary general meeting of shareholders and describing the procedure for participation is being prepared and will be sent to shareholders in due course (the "Circular"). Publication of the Circular will be notified to a Regulatory Information Service and the Circular will be available online on the Company's website. Shareholders (other than Restricted Shareholders) who have elected to receive hard copies of documents will receive a copy of the Circular by post.

For the avoidance of doubt, arrangements for the Conditional Tender Offer in 2026, announced on 12 October 2023, are not affected by today's announcement of this additional Tender Offer.

The Board has an active discount management policy, the primary purpose of which is to reduce discount volatility. It seeks to maintain the discount in single digits in normal market conditions. Buying shares at a discount also results in an enhancement to the NAV per share. The introduction of the Tender Offer will not change the Board's current approach to discount management.

LEI: 549300XN7RXQWHN18849

For further information, please contact:

Devon Equity Management Limited - AIFM Richard Pavry / Charles Bilger	[e-mail] [phone]
Singer Capital Markets - Corporate broker Robert Peel / Angus Campbell (Investment Banking) Alan Geeves / James Waterlow / Sam Greatrex (Sales)	[phone]
Buchanan Communications - PR Adviser Henry Wilson Helen Tarbet George Beale	[e-mail] [phone] [phone] [phone]

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.

This release does not contain or constitute an offer to sell or a solicitation of an offer to purchase securities in the United States or any other jurisdiction. The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons unless they are registered under applicable law or exempt from registration. The Company does not intend to register any portion of its securities in the United States or to conduct a public offer of securities in the United States. In addition, the Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended, and investors will not be entitled to the benefits of such Act.

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.

Singer Capital Markets Securities Limited and Singer Capital Markets Advisory LLP (together "Singer Capital Markets") are regulated in the United Kingdom the FCA, are acting exclusively for the Company and no-one else in relation to the Tender Offer and the other matters referred to in this document and they will not be responsible to anyone other than the Company for providing the protections afforded to their customers nor for providing advice in relation to the Tender Offer or the other matters referred to in the Circular and this announcement. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Singer Capital Markets 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 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.

"Restricted Shareholders" means shareholders who are resident in, or citizens of, Australia, Canada, Japan and the United States or any other jurisdiction in which the Tender Offer may result in the contravention of any registration or other legal requirement of such jurisdiction. Shareholders who believe that they are eligible to participate in the Tender Offer are invited to contact the Company at [e-mail].

 

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