Publication of Circular
Summary by AI BETAClose X
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 ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL.
This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other 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.
EUROPEAN OPPORTUNITIES TRUST PLC
("EOT" or the "Company")
Publication of Circular
Recommended proposals for the reconstruction and members' voluntary winding up of the Company
and
Notices of General Meetings
LEI: 549300XN7RXQWHN18849
2 July 2026
Introduction
On 29 May 2026 the EOT Board announced that it had agreed heads of terms for a proposed members' voluntary winding up of the Company by way of a scheme of reconstruction under section 110 of the Insolvency Act (the "Scheme") and the associated transfer of certain of the assets and undertaking of the Company to each of JPMorgan European Growth & Income plc ("JEGI") and LT European Opportunities Fund ("LEO"), a sub-fund of Liontrust Investment Funds I (the "ICVC") established in connection with the Scheme (the "Proposals"). Further to this announcement, the Board of the Company is pleased to announce the publication of a Circular in relation to the Scheme (the "Circular").
The Circular contains notices of: (i) a general meeting of the Company to be held at 10.00 a.m. on 28 July 2026 (the "First General Meeting"); and (ii) a general meeting of the Company to be held at 9.00 a.m. on 7 August 2026 (the "Second General Meeting" and together with the First General Meeting, the "General Meetings"). The General Meetings will each be held at 123 Victoria Street, London SW1E 6DE.
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 and on the Company's website at www.europeanopportunities.com.
Under the Proposals, which are conditional upon, among other things, the approval of Shareholders at the General Meetings, each eligible Shareholder that is on the Register on the Record Date will be entitled, in respect of some or all of their Shares, to receive:
§ new ordinary shares of 0.5 pence each in the capital of JEGI (the "New JEGI Shares") (the "JEGI Rollover Option"); and/or
§ LT European Opportunities Fund class S accumulation shares in the capital of the ICVC (the "LEO Shares") (the "LEO Rollover Option", and together with the JEGI Rollover Option, the "Rollover Options"); and/or
§ cash (the "Cash Option").
The number of New JEGI Shares and LEO Shares to be issued to Shareholders under the Rollover Options will be calculated on the basis of the JEGI Rollover Pool FAV and the LEO Rollover Pool FAV, respectively, as described in paragraph 8 of Part 5 of the Circular.
Cash entitlements under the Cash Option will be calculated on the basis of the Cash FAV, which will be calculated as the Residual NAV multiplied by the percentage of Shares that elect, or are deemed to have elected, for the Cash Option, less a discount of 2 per cent. of such amount (the "Cash Option Discount"), as described in paragraph 7 of Part 5 of the Circular.
Shareholders should refer to paragraph 6.6 of Part 1 of the Circular, which shows illustrative entitlements pursuant to the Scheme had the Calculation Date been market close on the Latest Practicable Date. These figures are for illustrative purposes only and do not represent forecasts.
Shareholders who are eligible to receive New JEGI Shares and who, in respect of all or part of their holding of Shares, do not make a valid election for the JEGI Rollover Option and/or the LEO Rollover Option and/or Cash Option will be deemed to have elected for the JEGI Rollover Option in respect of such holding as at the Record Date.
The Board considers the Proposals to be in the best interests of Shareholders as a whole and recommends that Shareholders vote in favour of the Resolutions required to implement the Proposals at the General Meetings, as the Directors intend to do in respect of their own beneficial holdings, which, in aggregate, amount to 59,364 Shares (representing approximately 0.13 per cent. of the Company's issued Share capital (excluding Shares held in treasury) as at the Latest Practicable Date).
Prior to the announcement of the terms of the Proposals having been agreed, Shareholders representing approximately 47.8 per cent. of the Company's issued share capital (excluding Shares held in treasury) as at 28 May 2026 had expressed support for the Proposals.
Background to and reasons for the Proposals
The Board has been pro-active in taking steps to enhance Shareholder value. These measures have included Share buybacks, two substantial tender offers, and, with the co-operation of the Investment Manager, actions to lessen the costs of ownership through two management fee reductions.
However, the Board has acknowledged the ongoing performance challenges facing the Company, and considered that it was unlikely that the Company would meet the performance condition under its performance-related tender offer mechanism: being, its NAV total return equalling or exceeding the MSCI Europe index, total return in GBP over the three-year period ending on 31 May 2026. The Board was also cognisant of the three-yearly continuation vote to be put forward at the annual general meeting of the Company to be held in Q4 2026.
Therefore, having consulted with a number of Shareholders, the Board concluded that it was appropriate to conduct a strategic review regarding the future of the Company. This was announced on 13 February 2026. After considering a number of options and consulting further with some of the Company's largest Shareholders, the Board decided that the Proposals would offer the best outcome for Shareholders as a whole.
Benefits of the Proposals
The Board believes that the Proposals have the following benefits for Shareholders:
§ Full Cash Exit Available: Shareholders will have the option to realise some or all of their holding in the Company for cash, at the Residual NAV less the 2 per cent. Cash Option Discount.
§ Ability to Stay Invested in a Tax Efficient Manner: UK Shareholders who roll their investment in the Company into either JEGI and/or LEO are expected to be able to do so without triggering a charge to UK capital gains tax, and in a relatively cost efficient way.
In particular, the Board believes that the Proposals will have the following benefits for those Shareholders who make an Election, or are deemed to have made an Election, for the JEGI Rollover Option:
§ Performance: JEGI has the strongest NAV total return performance in the AIC Europe sub-sector over 1, 3 and 5 years to 31 May 2026, having delivered 22.2 per cent., 61.4 per cent. and 83.0 per cent., respectively. This compares to the JEGI Benchmark returning 19.1 per cent., 47.9 per cent. and 56.4 per cent. in respect of the same time periods.
§ Value for Money and Lower Ongoing Charges: JEGI has a tiered management fee structure of 0.55 per cent. chargeable on net assets up to £400 million, and 0.40 per cent. chargeable on net assets in excess of £400 million, and has the lowest ongoing charges ratio in the sub-sector of 0.64 per cent., which is anticipated to further reduce as a result of the Proposals.
§ Scale, Market Liquidity and Marketability: Post-transaction, the Enlarged JEGI would be one of the largest investment trusts in the AIC Europe sector. The Enlarged JEGI would offer greater secondary market liquidity, additional costs efficiencies, and by virtue of its size, greater attention from wealth managers and appeal to retail investors, who have been significant net buyers of JEGI in the last twelve months. The JEGI Shares have traded around NAV throughout 2026, with the strongest rating in the AIC Europe sector.
§ Continued Investment Exposure to European Equities Through the Investment Trust Structure: JEGI seeks to deliver capital growth from a diversified portfolio of companies in the equity markets of Continental Europe, thus providing investors with the opportunity to remain invested in an investment trust that has a mandate broadly similar to that of the Company's.
§ Attractive Dividend Policy: JEGI has an enhanced distribution policy of paying an annual dividend based on 4 per cent. of NAV (at the end of the preceding financial year), paid quarterly, drawing from both income and realised capital returns. This approach delivers a predictable, attractive and regular income for investors.
§ Effective Discount Management: JEGI's proactive discount management policy includes defending a single digit discount in normal market conditions through share buybacks and a performance-related tender offer, whereby up to 25 per cent. of issued share capital can be tendered if JEGI's NAV total return underperforms its benchmark over each five-year period, with the current period running to 4 February 2027.
§ Diversified and Complementary Shareholder Base: Retail investors currently hold in excess of 50 per cent. of JEGI's issued share capital, demonstrating strong interest in the JEGI Shares. There is overlap between the Company's and JEGI's top shareholders, offering some Shareholders the opportunity to consolidate their investments into a larger, more liquid trust.
§ JPMF's Commitment and Financial Contribution: JPMorgan Funds Limited ("JPMF"), JEGI's alternative investment fund manager, which is part of the JPMorgan group, a market leader in UK investment trusts with assets under management of approximately £15 billion, will make a substantial financial contribution to the Proposals, a proportion of which is expected to benefit Shareholders who validly elect, or are deemed to elect, for the JEGI Rollover Option.
In addition, the Board believes that the Proposals will have the following benefits for those eligible Shareholders who make an Election for the LEO Rollover Option:
§ Continuity of Investment Strategy: LEO's investment objective and policy will be, in all material respects, the same as that of the Company, including a geographical coverage of Europe including the UK.
§ Continuity of Portfolio Manager: LEO will, like the Company, be managed by Alexander Darwall as lead portfolio manager.
§ Support from Liontrust: Liontrust is focused on active management that applies rigorous and repeatable investment processes to the management of funds and mandates. Liontrust provides an environment to enable its investment managers to flourish through high-conviction, benchmark agnostic, long-term investing as well as engagement with investee companies and clients. The investment managers at Liontrust are supported by all other departments to ensure they can focus on managing portfolios without the distractions of running a business.
§ Daily Liquidity at NAV: Shareholders who roll over their investment into LEO will be able to redeem their LEO Shares at a price calculated by reference to the NAV per LEO Share on a daily basis, subject to any adjustment that may be imposed in accordance with the ICVC Prospectus under the OEIC Regulations. The open-ended structure of LEO will eliminate the risk of a discount to NAV at which Shareholders who make an Election for the LEO Rollover Option are able to sell their LEO Shares.
§ Cost Contribution: Devon is making a significant cost contribution in connection with the Proposals, a proportion of which will benefit Shareholders who make an Election for the LEO Rollover Option.
§ Lower Ongoing Costs: The projected ongoing charges applicable to LEO are 0.72 per cent. (comprising the management fee of 0.60 per cent. and operational costs of 0.12 per cent.).
Summary information on JEGI
JPMorgan European Growth & Income plc is a public limited company, registered in England and Wales with company number 00237958, that was incorporated in 1929. JEGI has an unlimited life and is registered as an investment company under section 833 of the Companies Act. Its investment objective is to provide capital growth and a rising share price over the longer term from Continental European investments by out-performance of its benchmark and taking carefully controlled risks through an investment method that is clearly communicated to shareholders. As at 29 June 2026, JEGI's unaudited net asset value was approximately £634.7 million.
Following the implementation of the Proposals, it is intended that the Enlarged JEGI will continue to be managed on the same basis as JEGI is currently. In particular, JEGI's investment objective and investment policy will not change as a result of the implementation of the Proposals, and JEGI's portfolio will continue to be managed by JEGI's award-winning portfolio managers, Alexander Fitzalan Howard, Zenah Shuhaiber and Tim Lewis.
JEGI's portfolio managers are supported by a team of more than 90 investment professionals. The team employs a disciplined and robust investment process that combines in-house fundamental analysis and quantitative research to identify high-quality stocks with attractive valuations and improving prospects. The strength of this process is best evidenced by JEGI's 5-star Morningstar rating and its 5 Crown FE Crown Rating, alongside a long-term track record of outperformance.
JEGI has a policy of paying dividends based on 4 per cent. per annum of the NAV as at close of business on 31 March of the preceding financial year, which provides an attractive level of income alongside capital growth. Further benefits include JEGI's proactive discount management policy of defending a single digit discount in normal market conditions through the use of share buybacks and JEGI also has a performance-related tender offer in place as an additional protection for JEGI Shareholders. JEGI's shares have traded around NAV throughout 2026, with the strongest rating in the AIC Europe sector.
Further information on JEGI can be found in Part 2 of the Circular. Shareholders should also refer to the risk factors set out in Part 6 of the Circular and the JEGI Information Document that is available on JEGI's website (www.jpmeuropeangrowthandincome.com) and the Company's website (www.europeanopportunities.com). Please note that the Board takes no responsibility for the contents of the JEGI Information Document.
Summary information on LEO
LEO has been established as a sub-fund of the Liontrust Investment Funds I, an open-ended investment company with variable capital incorporated in England and Wales under the OEIC Regulations.
Alexander Darwall, the Company's portfolio manager, will be the lead portfolio manager of LEO. LEO will be managed in accordance with the Company's existing investment strategy and policy, subject to minor modifications to reflect the regulatory requirements that arise from the different way the relevant rules require LEO to be operated as an open-ended investment fund. In particular, LEO is subject to restrictions on gearing under the terms of the ICVC Prospectus and the COLL Rules. Generally, open-ended investment funds (such as LEO) will not employ gearing whereas closed-ended investment funds (such as the Company) will often use their ability to employ gearing to enhance investment returns.
Further information on the LEO is set out in Part 3 of the Circular. Shareholders should also refer to the risk factors set out in Part 6 of the Circular and should not make any decision to invest in LEO except on the basis of information provided in the ICVC Documents that are available on the Company's website (www.europeanopportunities.com). Please note that the Board takes no responsibility for the contents of the ICVC Documents.
Details of the Proposals
Options for Shareholders and the default options
Shareholders are being offered the JEGI Rollover Option and/or the LEO Rollover Option and/or the Cash Option pursuant to the Scheme. There is no limit on the number of Shares which may be elected for each option and Shareholders can make more than one Elections in respect of their holding of Shares.
The JEGI Rollover Option is the default option for Shareholders (other than Excluded Shareholders) under the Scheme. Therefore, Shareholders who, in respect of all or part of their holding of Shares, do not make a valid Election or Elections under the Scheme will be deemed to have elected for New JEGI Shares in respect of all or such part of their holding, unless they are Excluded Shareholders who will be deemed to have elected for the Cash Option in respect of their entire holding.
Overseas Shareholders should refer to paragraph 4 of Part 4 of the Circular for information on their eligibility to receive New JEGI Shares and LEO Shares, and whether their default option will be the JEGI Rollover Option or the Cash Option.
US Shareholders should refer to paragraph 5 of Part 4 of the Circular for information on their eligibility to receive New JEGI Shares.
Shareholders should note that following the issue of LEO Shares pursuant to the Scheme, the ACD (or the transfer agent acting on its behalf) will request from each Shareholder that validly elects for the LEO Rollover Option the information and documentation to complete anti-money laundering, customer due diligence and related onboarding checks required by the ICVC or the ACD.
Shareholders should note that the redemption of LEO Shares following completion of the Scheme will be subject to certain restrictions set out in the ICVC Prospectus. In addition, whilst an instruction to the ACD to redeem LEO Shares is irrevocable, no redemption proceeds or other payments will be made to Shareholders in respect of their LEO Shares until the anti-money laundering, customer due diligence and related onboarding checks required by the ICVC or the ACD have been satisfactorily completed.
The ACD will be required to identify and verify the identity of a holder of LEO Shares. The ACD may also be required to identify and, where appropriate, verify the beneficial owner of the LEO Shares. In any case, LEO may be required to obtain information on the source of wealth and funds for the investment. To the extent that the applicant or, where relevant, the beneficial owner has been identified as a politically exposed person or an associate or family member of a politically exposed person, or where otherwise required to satisfy its regulatory obligations, the ACD may request additional information.
Scheme mechanics
In order to implement the Scheme, on the Calculation Date (being 6.00 p.m. on 31 July 2026), or as soon as practicable thereafter, the Directors and Devon, in consultation with the proposed Liquidators, shall finalise the division of the Company's cash, assets and undertaking into four separate and distinct pools, as follows and in the following order:
§ firstly, there shall be appropriated to the liquidation pool (the "Liquidation Pool") such of the cash, assets and undertaking of the Company (including any assets not suitable for transfer to either JEGI or LEO (if any)) that the Liquidators may call in, realise and convert into cash as they consider necessary and estimated by the proposed Liquidators to be sufficient to meet the current and future, actual and contingent liabilities of the Company, and an amount considered by the Liquidators to be appropriate to provide for any unascertained, unknown or contingent liabilities of the Company (such amount not expected to exceed £100,000 in aggregate) (the "Liquidators' Retention");
§ secondly, there shall be appropriated to the cash pool (the "Cash Pool") such proportion of the cash, assets and undertaking of the Company as shall equal the Cash FAV; and
§ thirdly, there shall be appropriated to:
o the JEGI rollover pool (the "JEGI Rollover Pool") the proportion of the balance of the cash, assets and undertaking of the Company attributable to valid elections, or deemed elections, for the JEGI Rollover Option as the Company, in consultation with the other parties to the JEGI Transfer Agreement, shall determine as being in line with JEGI's investment strategy and so as not to cause any infringement of JEGI's investment objective and investment policy; and
o the LEO rollover pool (the "LEO Rollover Pool", and together with the JEGI Rollover Pool, the "Rollover Pools") the proportion of the balance of the cash, assets and undertaking of the Company attributable to valid elections for the LEO Rollover Option as the Company, in consultation with the other parties to the LEO Transfer Agreement, shall determine as being suitable for the purpose and so as not to cause any infringement of the ICVC Prospectus, the ICVC Instrument of Incorporation or the OEIC Regulations, and taking due account of LEO's investment objective and policy.
Subject to the passing of the Resolutions at the First General Meeting (and such Resolutions becoming unconditional):
§ the Shares in respect of which Shareholders have made, or are deemed to have made, valid Elections for the JEGI Rollover Option will be reclassified as Shares with "A" rights (being rights to receive such number of New JEGI Shares as is calculated in accordance with the terms of the Scheme set out in Part 5 of the Circular);
§ the Shares in respect of which eligible Shareholders have made valid Elections for the LEO Rollover Option will be reclassified as Shares with "B" rights (being rights to receive such number of LEO Shares as is calculated in accordance with the terms of the Scheme set out in Part 5 of the Circular); and
§ the Shares in respect of which Shareholders have made, or are deemed to have made, valid Elections for the Cash Option will be reclassified as Shares with "C" rights (being rights to receive the net realisation proceeds of such portion of the Cash Pool to which they are entitled in accordance with the terms of the Scheme set out in Part 5 of the Circular).
Subject to the passing of the Resolutions at the Second General Meeting (and satisfaction of the other conditions of the Scheme set out in paragraph 14 of Part 5 of the Circular), the Company will be placed into members' voluntary liquidation and the Scheme will take effect from the Effective Date. If the Scheme becomes effective:
§ within 10 Business Days after the Effective Date, the Liquidators will make a cash distribution via the Registrar of the net realisation proceeds of the Cash Pool to Shareholders who have validly elected, or are deemed to have elected, for the Cash Option in accordance with their respective entitlements under the Scheme (being the holders of Reclassified Shares with "C" rights);
§ the Liquidators (in their personal capacity and on behalf of the Company) will enter into the JEGI Transfer Agreement with JEGI. Pursuant to the JEGI Transfer Agreement, the cash, assets and undertaking comprising the JEGI Rollover Pool will be transferred to JEGI and, in return, the relevant number of New JEGI Shares will be issued to the Liquidators who will renounce the New JEGI Shares in favour of Shareholders who have validly elected, or are deemed to have elected, for the JEGI Rollover Option (being the holders of Reclassified Shares with "A" rights);
§ the Liquidators (in their personal capacity and on behalf of the Company) will enter into the LEO Transfer Agreement with the ICVC (acting through the ACD). Pursuant to the LEO Transfer Agreement, the cash, assets and undertaking comprising the LEO Rollover Pool will be transferred to LEO and, in return, the relevant number of LEO Shares will be issued to the Liquidators who will renounce the LEO Shares in favour of eligible Shareholders who have validly elected for the LEO Rollover Option (being the holders of Reclassified Shares with "B" rights); and
§ the Liquidation Pool will be applied by the Liquidators in discharging all current and future liabilities of the Company and, if there is any balance remaining after discharging such liabilities, the Liquidators will in due course pay the same to Shareholders on the Register on the Record Date pro rata to their respective holdings of Shares via cheque in sterling by post, provided that, if any such amount payable to any Shareholder is less than £5.00, it will not be paid to such Shareholder and will instead be aggregated and paid by the Liquidators to the Nominated Charity. The Liquidators will also be entitled to make interim payments to Shareholders in proportion to their holdings of Shares. Shareholders should therefore keep the Liquidators advised of any changes to their details after the Record Date. For these purposes, any Shares held by Dissenting Shareholders will be ignored.
Entitlements under the Cash Option
The value of the Cash Pool upon its creation will be equal to the Cash FAV.
Pursuant to the Scheme, a Shareholder who validly elects, or is deemed to have elected, for the Cash Option will receive (as a holder of Reclassified Shares with "C" rights) their pro rata share of the net realisation proceeds of the Cash Pool (the "Cash Entitlement").
As the value of Shareholders' entitlements under the Cash Option will be based on the net realisation proceeds of the Cash Pool, such entitlements may be affected by movements in the value of the assets contained in the Cash Pool between the Calculation Date and completion of the realisation process, and will also be net of the costs and expenses incurred in effecting this realisation process, to the extent that this realisation process has not been finalised in advance of the Calculation Date.
Entitlements under the JEGI Rollover Option
The JEGI Rollover Pool will comprise the proportion of the remaining cash, assets and undertaking of the Company (after the deduction of the value of the Cash Pool and the value of the Liquidation Pool) as is equal to the number of Shares that are the subject of Elections, or deemed Elections, for the JEGI Rollover Option as a percentage of the aggregate number of Shares that are the subject of Elections or deemed Elections (as applicable) for both Rollover Options.
Pursuant to the Scheme, a Shareholder who validly elects, or is deemed to have elected, for the JEGI Rollover Option will receive (as a holder of Reclassified Shares with "A" rights) such number of New JEGI Shares as is produced by dividing the value of the JEGI Rollover Pool FAV per Share by the JEGI FAV per Share, and multiplying the resulting number by the aggregate number of Shares validly elected, or deemed elected, for the JEGI Rollover Option by the relevant Shareholder.
Fractional entitlements to New JEGI Shares will not be issued pursuant to the Scheme and entitlements will be rounded down to the nearest whole number of New JEGI Shares. No cash payment shall be made or return in respect of any fractional entitlements.
Entitlements under the LEO Rollover Option
The LEO Rollover Pool will comprise the proportion of the remaining cash, assets and undertaking of the Company (after deduction of the value of the Cash Pool and the value of the Liquidation Pool) as is equal to the number of Shares that are the subject of valid Elections for the LEO Rollover Option as a percentage of the aggregate number of Shares that are the subject of Elections or deemed Elections (as applicable) for both Rollover Options with a value at the Calculation Date equal to the LEO Rollover Pool FAV.
Pursuant to the Scheme, a Shareholder who validly elects for the LEO Rollover Option will receive (as a holder of Reclassified Shares with "B" rights) such number of LEO Shares as is produced by dividing the proportion of the value of the LEO Rollover Pool FAV to which they are entitled (valued as at the Effective Date) by the LEO Share Subscription Price (being 100 pence per LEO Share). The minimum subscription amount set out in the ICVC Prospectus will be waived in respect of Shareholders who validly elect for the LEO Rollover Option. Fractional entitlements will be dealt with by the issue of smaller denomination LEO Shares each equivalent to one thousandth of a LEO Share, in accordance with the terms of the ICVC Prospectus.
As the appropriation of the Company's cash, assets and undertaking to the LEO Rollover Pool will occur on the Calculation Date but the LEO Rollover Pool FAV will be valued as at the Effective Date, the value of Shareholders' entitlements under the LEO Rollover Option may be affected by movements in the value of the assets contained in the LEO Rollover Pool between the Calculation Date and the Effective Date.
Illustrative entitlements
For illustrative purposes only, had the Calculation Date been market close on 29 June 2026 (being the Latest Practicable Date), after: (i) deduction of the aggregate value of the EOT Pre-liquidation Interim Dividends of 14.50 pence per Share (which was not reflected in the Company's NAV as at the Latest Practicable Date); and (ii) the allocation of cash to the Liquidation Pool to meet the Liquidators' Retention, and assuming that: (i) there are no Dissenting Shareholders; (ii) 50 per cent. of the Company's current issued share capital (excluding Shares held in treasury) is elected, or is deemed to have elected, for the JEGI Rollover Option; (iii) 25 per cent. of the Company's current issued share capital (excluding Shares held in treasury) is validly elected for the LEO Rollover Option; (iv) 25 per cent. of the Company's current issued share capital (excluding Shares held in treasury) is elected, or is deemed to have elected, for the Cash Option; (v) the Company Transaction Costs are approximately £1,241,000; and (vi) the JEGI Transaction Costs are approximately £963,000:
§ the Cash FAV per Share would have been 918.150252 pence*;
§ the JEGI Rollover Pool FAV per Share would have been 941.720606 pence**;
§ the JEGI FAV per Share would have been 150.337672 pence**;
§ the LEO Rollover Pool FAV per Share would have been 943.551854 pence^**;
§ 6.264036 New JEGI Shares would have been issued for each Share validly elected, or deemed to have been elected, for the JEGI Rollover Option; and
§ 9.435519 LEO Shares would have been issued for each Share that validly elected for the LEO Rollover Option.
As at the Latest Practicable Date, the Company's NAV per Share was 952.130975 pence and the
Company's closing Share price was 910.00 pence, neither of which reflect the value of the EOT Pre-liquidation Interim Dividends of, in aggregate, 14.5 pence per Share.
As at the Latest Practicable Date, the NAV per JEGI Share was 150.279228 pence and the closing
JEGI Share price was 148.20 pence.
*Note that the Cash FAV per Share does not represent the value of Shareholders' entitlements under the Cash Option, which will be based on the net realisation proceeds of the Cash Pool.
^Note that the LEO Rollover Pool FAV per Share does not represent the value of Shareholders' entitlements under the LEO Rollover Option. The appropriation of the Company's cash, assets and undertaking to the LEO Rollover Pool will occur on the Calculation Date, but the LEO Rollover Pool FAV will be valued as at the Effective Date (owing to the rules governing the issue of the LEO Shares). The value of Shareholders' entitlements under the LEO Rollover Option may, therefore, be affected by movements in the value of the assets contained in the LEO Rollover Pool between the Calculation Date and the Effective Date.
**Note that the illustrations of the JEGI Rollover Pool FAV per Share, the JEGI FAV per Share and the LEO Rollover Pool FAV per Share are based on the illustrative election figures set out above. The final JEGI Rollover Pool FAV per Share, final JEGI FAV per Share and Shareholders' entitlements under the LEO Rollover Option will reflect the Company Transaction Costs and the JEGI Transaction Costs (as applicable), and the JPMF Contribution, the Devon Contribution and the Cash Option Discount as set out in paragraph 7 of Part 1 of the Circular. The final JEGI Rollover Pool FAV per Share, the final JEGI FAV per Share and Shareholders' entitlements under the LEO Rollover Option will differ depending on the Elections, or deemed Elections (as applicable), for each of the Rollover Options and the Cash Option. While the illustrative JEGI Rollover Pool FAV per Share and LEO Rollover Pool FAV per Share may differ, it is not possible to determine whether the final JEGI Rollover Pool FAV per Share will be greater or less than Shareholders' entitlements under the LEO Rollover Option or whether Shareholders' entitlements under the LEO Rollover Option will be greater or less than the JEGI Rollover Pool FAV per Share.
The above figures are for illustrative purposes only and do not represent forecasts. The Cash FAV per Share, JEGI Rollover Pool FAV per Share, JEGI FAV per Share and Shareholders' entitlements to the LEO Rollover Option under the Proposals may materially change up to the Effective Date as a result of, among other things, changes in the value of investments.
Costs of the proposals, the JPMF Contribution, Devon Contribution and the allocation of the Cash Option Discount
Save as noted below, each of the Company, JEGI, the ICVC and the ACD will bear its own costs in respect of the Proposals whether or not the Proposals proceed.
The Company Transaction Costs are expected to be approximately £1,241,000, inclusive of VAT which, for the purposes of this calculation, is assumed to be irrecoverable where applicable. The estimate of the Company Transaction Costs excludes the Liquidators' Retention to cover unknown liabilities of the Company (estimated at £100,000) and does not take account of any dealing costs that: (i) will be incurred by the Company in disposing of assets in order to fund the Cash Option and the Liquidation Pool; (ii) may be incurred in realigning the Company's portfolio so as to ensure that the assets: (A) within the JEGI Rollover Pool are suitable for transfer, by virtue of the JEGI Transfer Agreement, to JEGI; and (B) within the LEO Rollover Pool are suitable for transfer, by virtue of the LEO Transfer Agreement, to LEO, in each case on or before the Effective Date.
The Liquidators' Retention will be retained by the Liquidators to meet any unknown or unascertained liabilities of the Company. To the extent that some or all of the Liquidators' Retention remains when the Liquidators decide to close the liquidation, this will be returned to Shareholders that were on the Register as at the Record Date, provided that if any such amount payable to any Shareholder is less than £5.00, it shall not be paid to Shareholders but instead shall be retained by the Company and sent to the Nominated Charity. For these purposes, any Shares held by Dissenting Shareholders will be ignored.
Any liability for transfer taxes, including stamp duty, in respect of the transfer of assets to JEGI will be borne by the Enlarged JEGI.
Any liability for transfer taxes, including stamp duty, in respect of the transfer of assets to LEO will be payable from the LEO Rollover Pool.
JPMF Contribution
JPMF has agreed to make a contribution to the costs of the Proposals for such amount as is equal to 12 months' of the incremental investment management fees on the cash, assets and undertaking comprising the JEGI Rollover Pool, which will be transferred from the Company to JEGI pursuant to the Scheme (the "JPMF Contribution"). It is expected that the JPMF Contribution will constitute a waiver of the investment management fees that would otherwise be payable by JEGI to JPMF on the cash, assets and undertaking transferred.
The benefit of the JPMF Contribution will be allocated as follows and in the following order:
§ firstly, for the benefit of the JEGI FAV, against the transaction costs incurred by JEGI in connection with the Proposals (the "JEGI Transaction Costs"); and
§ secondly, for the benefit of the JEGI Rollover Pool FAV (to the extent not already offset by the benefit of the Cash Option Discount applied to the JEGI Rollover Pool FAV (as described in paragraph 7.3 of Part 1 of the Circular)) against the proportion of the following costs incurred by the Company in connection with the Proposals that is equal to the proportion of the Company's issued share capital (excluding any Shares held in treasury) that is validly elected, or deemed to have elected, for the JEGI Rollover Option, in the following order:
a) the Company's transaction costs;
b) the costs incurred by the Company in connection with the termination of the Investment Management Agreement; and
c) the costs incurred by the Company in connection with the termination of any other third-party service provider contract and the repayment of the Company's revolving credit facility in full (if any),
limbs (a), (b) and (c) above together constituting the "Company Transaction Costs",
§ with any balance of the JPMF Contribution remaining being allocated to the benefit of the Enlarged JEGI.
Devon Contribution
Devon, as the outgoing alternative investment fund manager to the Company, has agreed to make a contribution to the costs of the Proposals for such amount as is equal to:
§ all costs relating to the establishment of LEO; and
§ the proportion of the following costs that is equal to the proportion of the Company's issued share capital (excluding any Shares held in treasury) that is validly elected for the LEO Rollover Option:
o the Company's fixed UK legal costs in connection with the Proposals, subject to a cap of £150,000 plus VAT; and
o the costs incurred by the Company in printing and posting the Circular,
and the LEO Rollover Pool FAV shall be adjusted accordingly (altogether the "Devon Contribution").
The quantum of the Devon Contribution will be allocated to the benefit of the LEO Rollover Pool FAV.
The Cash Option Discount
In calculating the JEGI Rollover Pool FAV, the LEO Rollover Pool FAV and the JEGI FAV, the benefit arising from the Cash Option Discount shall be applied as follows:
§ a proportion shall be applied to the benefit of the LEO Rollover Pool FAV, where such proportion shall equal the number of Shares that are the subject of valid Elections for the LEO Rollover Option as a percentage of the aggregate number of Shares that are the subject of Elections, or deemed Elections (as applicable), for the Rollover Options; and
§ a proportion equal to the number of Shares that are the subject of valid Elections and deemed Elections for the JEGI Rollover Option as a percentage of the aggregate number of Shares that are the subject of Elections, or deemed Elections (as applicable), for the Rollover Options shall be applied as follows and in the following order:
a) firstly, for the benefit of the JEGI Rollover Pool FAV to offset its proportion of the Company Transaction Costs;
b) secondly, for the benefit of the JEGI FAV to offset the JEGI Transaction Costs (to the extent not already offset by the benefit of the JPMF Contribution applied to the JEGI FAV as described in paragraph 7.1 of Part 1 of the Circular); and
c) thirdly, for the benefit of the JEGI FAV in such amount as is sufficient to meet the Enlarged JEGI's listing fees and other costs incurred in connection with the Proposals (including, without limitation, any stamp duty payable on the transfer of the JEGI Rollover Pool to JEGI) to the extent that the pro-forma NAV per JEGI Share of the Enlarged JEGI would otherwise be diluted compared with the NAV per JEGI Share as at the Calculation Date,
d) with any balance of the Cash Option Discount remaining then allocated to the benefit of the JEGI Rollover Pool FAV.
Conditions of the Scheme
Implementation of the Scheme is subject to a number of conditions, including:
§ the Directors, the JEGI Directors and the ACD (acting on behalf of LEO) each resolving to proceed with the Scheme;
§ the passing of the Resolutions to be proposed at the General Meetings, or any adjournment of those meetings, and any conditions to such Resolutions being fulfilled;
§ the passing of the JEGI Share Allotment Resolution, the JEGI Share Allotment Resolution not having been revoked or superseded and any conditions of the JEGI Share Allotment Resolution being fulfilled;
§ the FCA agreeing to amend the listing of the Shares to reflect their reclassification as Reclassified Shares for the purposes of implementing the Scheme; and
§ the London Stock Exchange agreeing to admit the New JEGI Shares to trading on the Main Market, subject only to allotment.
If any condition is not satisfied, the Scheme will not become effective, the Company will not proceed with the members' voluntary winding up and instead the Company will continue in existence managed in accordance with its current investment objective and investment policy. In such circumstances, the Directors will reassess the options available to the Company at that time.
If the issue of New JEGI Shares pursuant to the Scheme would require JEGI to issue more than 100 per cent. of its existing issued share capital, the Directors and the JEGI Directors shall be entitled to make such adjustments to the entitlements of Shareholders to New JEGI Shares under the Scheme as they see fit.
Dividends
In order to ensure that the Company meets the distribution requirements to maintain investment trust status in respect of:
§ the accounting period from 31 May 2025 to 31 July 2026, the Board has declared an interim dividend of 13.0 pence per Share (the "First EOT Pre-liquidation Interim Dividend"). The First EOT Pre-liquidation Interim Dividend will be paid on 3 August 2026 to Shareholders who are on the Register as at close of business on 10 July 2026. The ex-dividend date for the First EOT Pre-liquidation Interim Dividend is 9 July 2026; and
§ the shortened accounting period commencing on 1 August 2026 and ending on the Effective Date, the Board has declared an interim dividend of 1.5 pence per Share (the "Second EOT Pre-liquidation Interim Dividend", and together with the First EOT Pre-liquidation Interim Dividend, the "EOT Pre-liquidation Interim Dividends"). The Second EOT Pre-liquidation Interim Dividend will also be paid on 3 August 2026 to Shareholders who are on the Register as at close of business on 10 July 2026. The ex-dividend date for the Second EOT Pre-liquidation Interim Dividend is also 9 July 2026.
It is not expected that any further interim dividends will be paid by the Company in advance of the Effective Date.
As the Company will be entering members' voluntary liquidation shortly after the payment of the EOT Pre-liquidation Interim Dividends, the dividend reinvestment plan operated by the Company will be suspended and will not be available for the purposes of the either the First EOT Pre-liquidation Interim Dividend or the Second EOT Pre-liquidation Interim Dividend.
Management of the Company's Portfolio Prior to the Implementation of the Proposals
Devon will remain responsible for the management of the Company's portfolio up until the date upon which the Company is placed into members' voluntary liquidation pursuant to the Scheme or, if earlier, the date on which the Investment Management Agreement is terminated. However, each of the Company, JEGI and the ACD have agreed to procure that their respective portfolio manager(s) will liaise with the portfolio manager(s) of the other party in the period prior to such liquidation, to ensure an orderly transition of the Company's cash, assets and undertaking to each of JEGI and LEO under the Scheme.
Subject to the passing of the Resolutions to be proposed at the First General Meeting, the Board intends to instruct the Investment Manager to realise assets within the Company's investment portfolio such that, by the Effective Date, the Company has sufficient cash to meet the amounts expected to be due under the Cash Option.
General Meetings
As noted above, the Proposals are conditional upon, among other things, the approval of Shareholders at the General Meetings.
The General Meetings will each be held at 123 Victoria Street, London SW1E 6DE. The First General Meeting will be held at 10.00 a.m. on 28 July 2026. The Second General Meeting will be held at 9.00 a.m. on 7 August 2026.
Further details on the Resolutions are set out in the Circular.
Taxation
Shareholders are advised to read carefully the section headed "UK Taxation" at paragraph 9 of Part 4 of this the Circular which sets out a general guide to certain aspects of current UK taxation law and HMRC published practice.
Overseas Shareholders
Overseas Shareholders should refer to paragraph 4 of Part 4 of the Circular titled information on their eligibility to receive New JEGI Shares and/or LEO Shares, and whether their default option will be the JEGI Rollover Option or the Cash Option.
US Shareholders
US Shareholders should refer to paragraph 5 of Part 4 of the Circular for information on their eligibility to receive New JEGI Shares.
Recommendation
The Board, which has received financial advice from Singer Capital Markets, considers the Proposals and the Resolutions to be proposed at the General Meetings to be in the best interests of Shareholders as a whole. In providing its advice to the Board, Singer Capital Markets has relied upon the commercial assessments of the Directors.
Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolutions to be proposed at the General Meetings, as the Directors intend to do in respect of their own beneficial holdings, which, in aggregate, amount to 59,364 Shares (representing approximately 0.13 per cent. of the Company's issued share capital (excluding Shares held in treasury) as at the Latest Practicable Date).
The Board cannot, and does not, give any advice or recommendation to Shareholders as to whether, or as to what extent, they should elect for any of the options under the Scheme. Choices in connection with the Scheme will be a matter for each Shareholder to decide and will be influenced by their individual investment objectives and by their personal, financial and tax circumstances. Accordingly, Shareholders should, before deciding what action to take, read carefully all the information in this document, in the JEGI Information Document that is available on JEGI's website (http://www.jpmeuropeangrowthandincome.com) and the Company's website (www.europeanopportunities.com) and in the ICVC Documents that available on the Company's website (www.europeanopportunities.com).
Shareholders who are in any doubt as to the contents of the Circular, the JEGI Information Document or the ICVC Documents or as to the action to be taken should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser authorised under FSMA, without delay.
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EXPECTED TIMETABLE |
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|
|
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2026 |
|
|
Publication of the Circular |
2 July |
|
|
Ex-dividend date for the First EOT Pre-liquidation Interim Dividend |
9 July |
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Ex-dividend date for the Second EOT Pre-liquidation Interim Dividend |
9 July |
|
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Record date for the First EOT Pre-liquidation Interim Dividend |
10 July |
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Record date for the Second EOT Pre-liquidation Interim Dividend |
10 July |
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|
Latest time and date for receipt of electronic proxy appointments, CREST voting instructions and PINK Forms of Proxy from Shareholders in respect of the First General Meeting |
10.00 a.m. 24 July |
|
|
Latest time and date for receipt of electronic proxy appointments, CREST voting instructions and forms of proxy from JEGI Shareholders in respect of the JEGI General Meeting |
2.00 p.m. on 24 July |
|
|
First General Meeting |
10.00 a.m. on 28 July |
|
|
Latest time and date for receipt of WHITE Forms of Election and TTE Instructions |
1.00 p.m. on 28 July |
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JEGI General Meeting |
2.00 p.m. on 28 July |
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Scheme Record Date |
6.00 p.m. on 28 July |
|
|
Shares disabled in CREST (for settlement) |
close of business on 28 July |
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Trading in the Shares on the London Stock Exchange suspended |
7.30 a.m. on 29 July |
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Announcement of results of Elections under the Scheme |
29 July |
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Calculation Date for the Scheme |
6.00 p.m. on 31 July |
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First EOT Pre-liquidation Interim Dividend paid to Shareholders |
3 August |
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Second EOT Pre-liquidation Interim Dividend paid to Shareholders |
3 August |
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Latest time and date for receipt of electronic proxy appointments, CREST voting instructions and BLUE Forms of Proxy from Shareholders in respect of the Second General Meeting |
9.00 a.m. on 5 August |
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Reclassification of the Shares and commencement of trading in Reclassified Shares |
8.00 a.m. on 6 August |
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Suspension of trading in Reclassified Shares and the Register closes |
7.30 a.m. on 7 August |
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|
Second General Meeting |
9.00 a.m. on 7 August |
|
|
Effective Date for implementation of the Scheme, appointment of Liquidators and Transfer Agreements executed and implemented |
7 August |
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|
Announcement of the Cash FAV per Share, the JEGI Rollover Pool FAV per Share, the LEO Rollover Pool FAV, the JEGI FAV per Share, the number of New JEGI Shares to be issued pursuant to the Scheme and the number of LEO Shares to be issued pursuant to the Scheme |
7 August |
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|
LEO Shares issued and New JEGI Shares allotted pursuant to the Scheme |
7 August |
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First day of dealing in LEO Shares |
10 August |
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|
CREST accounts credited with, and dealings commence in, New JEGI Shares |
as soon as reasonably practicable on 10 August |
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Contract notes expected to be despatched in respect of LEO Shares issued pursuant to the Scheme |
as soon as practicable after the Effective Date |
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|
Cheques expected to be despatched and CREST payments made to Shareholders in respect of the Cash Option and share certificates despatched in respect of the New JEGI Shares |
not later than 10 Business Days after the Effective Date |
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|
Cancellation of listing of Reclassified Shares |
as soon as practicable after the Effective Date |
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Note: All references to time in this announcement are to UK time. Each of the times and dates in the above expected transaction timetable may be extended or (except for those in relation to the General Meetings) brought forward. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service. |
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For further information please contact: |
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|
European Opportunities Trust plc Matthew Dobbs (Chairman) |
c/o Burson Buchanan |
|
Burson Buchanan Henry Wilson Helen Tarbet Nick Croysdill |
+44 (0) 7788 528143 +44 (0) 7872 604453 +44 (0) 7815 823412 |
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Devon Equity Management Limited Richard Pavry |
+44 (0) 7879 636690 |
|
Singer Capital Markets (Corporate Broker) Mark Bloomfield / James Todd (Investment Banking) Alan Geeves / Sam Greatrex / William Gumpel (Sales)
|
+44 (0) 207 496 3000 |
|
Juniper Partners Limited Company Secretary |
+44 (0) 131 378 0500 |
Capitalised terms used in this announcement have the meaning as defined in the Circular, unless otherwise defined in this announcement.
A copy of the Circular has been submitted to the National Storage Mechanism and on the Company's website at www.europeanopportunities.com.
Important Information
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of such jurisdictions.
The New JEGI Shares and LEO Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from registration under the Securities Act. Moreover, the New JEGI Shares and LEO Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa, or any member state of the EEA (other than any member state of the EEA where the shares are lawfully marketed). Further, JEGI and LEO are not, and will not be, registered under the US Investment Company Act of 1940, as amended.
The value of shares and the income from them is not guaranteed and can fall as well as rise due to, inter alia, stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
This announcement contains statements about the Company that are or may be deemed to be forward looking statements. Without limitation, any statements preceded or followed by or that includes the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance of the negative thereof, may be forward looking statements. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding financial position, strategy, plans, proposed acquisitions and objectives of EOT or the enlarged JEGI, are forward looking statements.
These forward looking statements are not guarantees of future performance. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statement. Due to such uncertainties and risks, readers should not rely on such forward looking statements, which speak only as of the date of this announcement, except as required by applicable law. Subject to their respective legal and regulatory obligations, each of EOT and Devon expressly disclaim any obligations or undertaking to update or revise any forward looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR.
None of EOT, Devon or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to any of them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of EOT, Devon and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
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