Completion of Tender Offer

Montanaro European Smaller C.TstPLC

28 July 2026

 

Montanaro European Smaller Companies Trust PLC

(the "Company")

Completion of Tender Offer

Legal Entity Identifier: 213800CWSC5B8BG3RS21

28 July 2026

Further to the Company's announcement of 13 July 2026 regarding the results of the Tender Offer, the Company today announces that it has completed the purchase of 6,224,197 Tendered Shares in accordance with the terms in the circular published on 8 June 2026.

Proceeds will be paid to Shareholders whose tendered shares are held through CREST accounts by 30 July 2026.

6,224,197 Tendered Shares have been held in treasury. The issued share capital is now 189,427,600 Ordinary Shares including 73,496,749 Ordinary Shares held in treasury. The total number of Ordinary Shares with voting rights is 115,930,851. This is the figure Shareholders should use to calculate if they are required to notify their interest in, or a change to their interest in the Company, under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.

 Contacts:

 Montanaro Asset Management

Investment Manager

[phone]

 Cavendish Capital Markets, Corporate Broker

Robert Peel / Andrew Worne / Anthony Debson

[phone] Juniper Partners Company Secretary [phone]  Camarco, PR Advisers [e-mail]

Notice for U.S. Shareholders

The Tender Offer relates to securities in a non-US company registered in Scotland with a listing on the London Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. The Circular has been prepared in accordance with UK style and practice for the purpose of complying with the laws of Scotland, the UK Listing Rules and the rules of the London Stock Exchange. US shareholders should read this entire document. Any financial information relating to the Company has been prepared in accordance with UK-adopted international accounting standards and has not been prepared in accordance with generally accepted accounting principles in the United States; thus it may not be comparable to financial information relating to US companies. The Tender Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934 as amended (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) thereunder and otherwise in accordance with the requirements of the UK Listing Rules. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures. US Shareholders should note that the Company is not listed on a US securities exchange, subject to the periodic reporting requirements of the Exchange Act or required to, and does not, file any reports with the SEC thereunder.

It may be difficult for US shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and its officers and directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law and in accordance with normal UK practice, the Company, Cavendish, or any of their affiliates may make certain purchases of, or arrangements to purchase, Shares outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Shares effected by Cavendish acting as market maker in the Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the Exchange Act, by virtue of relief granted by the SEC Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with applicable Scottish and English law and regulation, including the UK Listing Rules, and the relevant provision of the Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom and the United States and, if required, will be reported via the Regulatory Information Service of the London Stock Exchange and available on the London Stock Exchange website at www.londonstockexchange.com.

 

END