Result of Strategic Review

European Opportunities Trust PLC

29 May 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD 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.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR. The person responsible for arranging for the release of this announcement on behalf of European Opportunities Trust PLC is Juniper Partners Limited as Company Secretary.

EUROPEAN OPPORTUNITIES TRUST PLC

("EOT" or the "Company")

Result of Strategic Review

Proposed reconstruction with options to roll over into JPMorgan European Growth & Income plc ("JEGI") and/or LT European Opportunities Fund ("LEO"), and/or a cash exit

LEI: 549300XN7RXQWHN18849

29 May 2026

Result of Strategic Review

·      The EOT Board has completed a comprehensive strategic review of the future of the Company, including ongoing investment management arrangements.

·      The Board has concluded that a scheme of reconstruction of EOT under section 110 of the Insolvency Act 1986 offering shareholders the option to rollover into JEGI and/or LEO, and/or elect for cash, is the best outcome for shareholders as a whole.

·      Heads of terms have been agreed and major shareholders have indicated support.

Matthew Dobbs, Chairman of the Company, commented: "After consulting with shareholders, the Board is pleased to present proposals which offer a range of choices to meet the differing requirements of the disparate elements of the shareholder base. Those shareholders who wish to continue investment in European equities have a choice of investment structures and managers, while those who prefer to exit for cash have an uncapped opportunity to do so."

Introduction to the Proposals

The Board of European Opportunities Trust PLC is pleased to announce that heads of terms have been agreed for a proposed members' voluntary winding up of the Company by way of a scheme of reconstruction under section 110 of the Insolvency Act 1986 (the "Scheme") and the associated transfer of certain of the assets and undertaking of EOT to each of JPMorgan European Growth & Income plc ("JEGI") and LT European Opportunities Fund ("LEO"), a sub-fund of Liontrust Investment Funds I ICVC (the "ICVC") to be established in connection with the Scheme (the "Proposals").

Highlights of the Proposals include:

·      A rollover option into JEGI which may be attractive to investors who would prefer to remain invested in an investment trust structure (like EOT's). JEGI seeks to deliver capital growth from a diversified portfolio of companies in the equity markets of Continental Europe and has a policy of paying an annual dividend based on 4 per cent. of its year-end NAV.

·      A rollover option into LEO which may be attractive to investors who wish to continue with an investment strategy that is, in all material respects, the same as EOT's, with an unchanged investment manager, while providing investors with the ability to redeem their shares at the prevailing net asset value per share.

·      An uncapped cash exit option which will allow investors to realise part or all of their investment in EOT. The cash exit will be offered at a 2 per cent. discount to EOT's Residual NAV.

·      A number of shareholders in EOT ("EOT Shareholders"), representing approximately 47.8 per cent. of the EOT's issued share capital, have expressed support for the Proposals.

·    The Scheme is expected to become effective during Q3 2026 subject to, amongst other things, obtaining the relevant shareholder approvals and regulatory and tax clearances.

Summary of the Proposals

Pursuant to the Scheme, eligible EOT Shareholders will be entitled to receive, in respect of some or all of their EOT shares:

a)   new ordinary shares of 5 pence each in the capital of JEGI (the "New JEGI Shares") (the "JEGI Rollover Option"); and/or

b)   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

c)   cash (the "Cash Option").

The number of New JEGI Shares and LEO Shares to be issued to EOT Shareholders under the Rollover Options will be calculated on a Formula Asset Value ("FAV") to FAV basis, as described in the section titled "Calculation of Formula Asset Value" below.

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 EOT shares that elect for the Cash Option, less a discount of 2 per cent. of such amount (the "Cash Option Discount"), where the "Residual NAV" is the NAV of EOT (as determined in accordance with EOT's normal accounting policies) as at the Scheme calculation date (the "Calculation Date"), less the value of the cash, assets and undertaking appropriated to the Liquidation Pool and any dividends that are declared by EOT prior to the Calculation Date but not paid to EOT Shareholders nor accounted for in the EOT NAV as at the Calculation Date.

EOT Shareholders who are eligible to receive New JEGI Shares and who, in respect of all or part of their holding of EOT shares, do not make a valid election for the LEO Rollover Option and/or Cash Option will be deemed to have elected for the JEGI Rollover Option in respect of such holding.

Further details and definitions of capitalisation terms are set out in the section titled "Calculation of Formula Asset Value" below.

Benefits of the Proposals

The benefits of the Proposals are expected to include:

·      NAV preservation for rolling EOT Shareholders: EOT Shareholders who roll their investment in the Company into JEGI or LEO are expected to be insulated from the transaction costs incurred by EOT in connection with the Proposals.

·      Full cash exit available: EOT Shareholders will have the option to realise some or all of their holding in the Company for cash, at the Company's Residual NAV less the 2 per cent. Cash Option Discount.

·      Ability to stay invested in a tax efficient manner: UK EOT Shareholders who roll over their investment in the Company into JEGI and/or LEO are expected to be able to do so without triggering a charge to UK capital gains tax.

In the case of a rollover into JEGI:

·      Performance: JEGI has the strongest NAV total return performance in the AIC Europe sub-sector over 1, 3, and 5 years to 27 May 2026, having delivered 23 per cent., 57 per cent. and 83 per cent. respectively, versus its benchmark return of 19 per cent., 44 per cent. and 56 per cent., and has a proven track record of outperformance over different market cycles.

·      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.[1], 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 cost 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. JEGI's 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 EOT.

·      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 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 shares. There is overlap between EOT's and JEGI's top shareholders, offering some EOT Shareholders the opportunity to consolidate their investments into a larger, more liquid trust.

·      J.P.Morgan Funds Limited's ("JPMF") Commitment and Financial Contribution: JPMF, the alternative investment fund manager of JEGI and a market leader in UK investment trusts with AUM of £15 billion, will make a substantial financial contribution to the Proposals, a proportion of which is expected to benefit EOT Shareholders who elect for the JEGI Rollover Option.

In the case of a rollover into LEO:

·      Continuity of Investment Strategy: LEO's investment objective and policy will be in all material respects the same as those of EOT, including a geographical coverage of Europe including the UK.

·      Continuity of Portfolio Manager: LEO will, like EOT, be managed by Alexander Darwall as lead portfolio manager.

·      Support from Liontrust: Mr. Darwall's current employer, Devon Equity Management Limited ("Devon"), is a subsidiary of River Global PLC, which has recently announced the sale of its investment management business to Liontrust Asset Management plc ("Liontrust") (the "Liontrust Acquisition"). Subject to regulatory approvals, the transfer of Devon and Mr. Darwall's employment to Liontrust is expected to complete ahead of the effective date of the Scheme. Assuming that the Liontrust Acquisition proceeds to completion as expected, the combined Liontrust group will have proforma assets under management and advice of approximately £24.4 billion. This combination will bring substantial distribution capabilities, tools and resources to support the fund.

·      Daily Liquidity at NAV: EOT 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 which may be imposed in accordance with the ICVC prospectus under applicable FCA regulations. The open-ended structure of LEO will eliminate the risk of a discount to NAV at which EOT Shareholders are able to sell their shares in the market.

·      Cost Contribution: Devon is making a significant cost contribution in connection with the Proposals, a proportion of which is expected to benefit EOT Shareholders who elect for the LEO Rollover Option, with the objective that the rollover FAV should be comparable to the amount that would be distributable were the Company to be placed into a simple members' voluntary liquidation, while offering EOT Shareholders a choice between cash and open and closed ended, tax efficient rollover options.

·    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.).

Background to the Proposals

Over the last three years, the Board has been pro-active in seeking to take steps to enhance shareholder value. These steps have included share buybacks, two substantial tender offers, and, with the co-operation of the investment manager, measures to lessen the costs of ownership through two management fee reductions. However, the Board acknowledges the ongoing performance challenges and considers that it is likely that the Company will not meet the performance condition to 31 May 2026 under the Company's performance-related tender offer mechanism. The Board is also cognisant of the three-yearly continuation vote to be held at this year's Annual General Meeting.

Having consulted with a number of EOT 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 EOT Shareholders as a whole.

Shareholder Support

The Company has received indications of support from EOT Shareholders representing approximately 47.8 per cent. of EOT's issued share capital as at 28 May 2026, comprising:

·      an irrevocable undertaking from Alexander Darwall, the portfolio manager of EOT, to, amongst other things, vote, or procure a vote, in favour of the Scheme and to elect, or procure an election, for the LEO Rollover Option, in each case in respect of Mr. Darwall's entire beneficial holding of EOT shares, representing approximately 4.5 per cent. of EOT's issued share capital;

·      letters of intent from certain other EOT Shareholders representing, in aggregate, approximately 14.4 per cent. of EOT's issued share capital to, amongst other things, vote, or procure a vote, in favour of the Scheme and to elect, or procure an election, for the LEO Rollover Option; and

·      indications of support for the Proposals from other EOT Shareholders, representing, in aggregate, approximately 28.9 per cent. of EOT's issued share capital.

Calculation of Formula Asset Value

Structure

On the Calculation Date, or as soon as practicable thereafter, EOT's portfolio will be split into four notional pools, being (i) the Liquidation Pool; (ii) the Cash Pool; (iii) the JEGI rollover pool (the "JEGI Rollover Pool"); and (iv) the LEO rollover pool (the "LEO Rollover Pool").

The FAV of the JEGI Rollover Pool, the LEO Rollover Pool and JEGI will be calculated in accordance with each of EOT's and JEGI's normal accounting policies (as appropriate) and will take into account the adjustments outlined below.

Manager cost contributions

JPMF, as alternative investment fund manager of JEGI, 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 EOT 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:

a)   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

b)   secondly, for the benefit of the JEGI Rollover Pool against the proportion of EOT's transaction costs incurred in connection with the Proposals that is equal to the proportion of EOT's issued share capital that is deemed to have elected for the JEGI Rollover Option, to the extent not covered by the benefit of the Cash Option Discount (see below);

c)   with any balance of the JPMF Contribution remaining to be allocated to the benefit of the enlarged JEGI.

Devon, as outgoing investment manager of the Company, has agreed to make a contribution (the "Devon Contribution") to the costs of the Proposals for such amount as is equal to:

a)   all costs relating to the establishment of LEO; and

b)   the proportion of the following costs that is equal to the proportion of EOT's issued share capital that is elected for the LEO Rollover Option:

(i)           EOT's fixed UK legal costs in connection with the Proposals, subject to a cap of £150,000 plus VAT; and

(ii)           the costs incurred by EOT in printing and posting the EOT Shareholder circular to be published in connection with the Proposals.

The quantum of the Devon Contribution will be allocated to the benefit of the LEO Rollover Pool FAV.

Allocation of Cash Option Discount

In calculating the FAVs, the benefit of the Cash Option Discount shall be applied as follows:

a)   a proportion equal to the proportion of valid elections for the LEO Rollover Option as a percentage of aggregate elections for the Rollover Options shall be applied for the benefit of the LEO Rollover Pool FAV;

b)   a proportion equal to the proportion of valid elections for the JEGI Rollover Option as a percentage of aggregate elections for the Rollover Options, shall be applied as follows:

(i)           firstly for the benefit of the JEGI Rollover Pool FAV to offset its proportion of the EOT transaction costs;

(ii)           secondly, for the benefit of the JEGI FAV to offset the JEGI Transaction Costs (to the extent not already covered by the JPMF Contribution); and

(iii)          thirdly, it shall be applied to the benefit of the JEGI FAV in such amount as is sufficient to meet the enlarged JEGI's listing fees and other costs (if any) incurred in connection with the Proposals, to the extent that the pro-forma NAV per share of JEGI would otherwise be diluted compared with its NAV per share as at the Calculation Date;

(iv)          with any balance of the Cash Option Discount allocated to the benefit of the JEGI Rollover Pool FAV.

Dividends

EOT intends to pay a pre-liquidation interim dividend to EOT Shareholders of at least the minimum size sufficient to ensure it maintains investment trust status. Any dividends that are declared prior to the Calculation Date but not paid to the respective company's shareholders nor accounted for in the respective NAVs as at the Calculation Date will be reflected in the respective FAVs and the calculation of the Cash FAV.

For the avoidance of doubt, EOT Shareholders who are deemed to elect for the JEGI Rollover Option will not qualify for any JEGI dividend with a record date before the Effective Date, but the New JEGI Shares will rank fully pari passu with the existing ordinary shares of JEGI for all dividends declared by JEGI on or after the date of issue.

It is intended that JEGI's dividend policy will remain unchanged immediately following the implementation of the Proposals.

Conditions and expected timetable

Implementation of the Proposals is subject to a number of conditions, including:

·      the passing of the necessary resolutions of EOT Shareholders to approve the Scheme and to place EOT into members' voluntary liquidation;

·      the passing of the necessary resolution by JEGI shareholders to approve the issue of New JEGI Shares;

·      LEO having been established and authorised by the Financial Conduct Authority; 

·      the Liontrust Acquisition becoming unconditional in all respects; and

·      certain regulatory and tax approvals.

The Company will publish a circular setting out full details of the Proposals and to convene the necessary general meetings to implement the Scheme. At the same time, JEGI will publish a circular to convene a general meeting of JEGI shareholders to approve the issue of New JEGI Shares pursuant to the Proposals. It is anticipated that such shareholder documentation will be published by early July 2026.

Subject to the relevant conditions being satisfied, it is expected that the Scheme would be completed in August 2026 or shortly thereafter.

The expected timetable in respect of the Scheme remains subject to change.

All references to the Company's shares in issue or issued share capital exclude treasury shares.

In the light of the proposed scheme of reconstruction and the uncapped cash exit option, the Company's performance-related tender offer in respect of the period to 31 May 2026 will not go ahead.

Change of accounting reference date

In the light of the potential timeline for the members' voluntary liquidation of the Company mentioned above, the Board of EOT has resolved to change the Company's accounting reference date for the current accounting period from the year ended 31 May 2026 to the 14-month period ended 31 July 2026. This change avoids unnecessary work being undertaken before the Company enters into members' voluntary liquidation (if it does so in the third quarter of 2026) by deferring the requirement to publish an annual report and audited financial statements. This change is expected to result in a cost saving for the Company and, accordingly, is considered to be in the best interests of EOT Shareholders.

As a result of this change, the Company's financial reporting timetable is as follows (in each case unless the Company has entered into members' voluntary liquidation prior to the relevant deadline for publication):

·      publication of an annual report and audited financial statements for the financial period ending 31 July 2026, by no later than 30 November 2026; and

·      from then, interim and annual reports would be published each year for the six months to 31 January and the 12 months to 31 July, respectively.

Enquiries:

European Opportunities Trust PLC                  Via Burson Buchanan

Matthew Dobbs (Chairman)

Burson Buchanan                                  [e-mail]

Henry Wilson / Helen Tarbet / Nick Croysdill                    07788 528143

Devon Equity Management Limited

Richard Pavry                                                               07879 636690

Singer Capital Markets (Corporate Broker)                    020 7496 3000

Mark Bloomfield / James Todd (Investment Banking)

Alan Geeves / Sam Greatrex / William Gumpel (Sales)

Juniper Partners Limited                                              0131 378 0500

Company Secretary

City Code

In accordance with customary practice for such schemes of reconstruction pursuant to section 110 of the Insolvency Act 1986 involving investment companies, the City Code on Takeovers and Mergers is not expected to apply to the combination.

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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[1]JEGI's ongoing charges for the year ended 31 March 2026 were 0.64%.

 

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