Results of the Scheme and Issue of New Shares
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, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF South Africa, In any Member State of the EEA OR IN 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 any 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.
Legal Entity Identifier: 213800N1B1HCQG2W4V90
15 October 2025
The European Smaller Companies Trust PLC
('ESCT' or the 'Company')
Combination with European Assets Trust PLC
Results of the Scheme and Issue of New Shares
Results of the Scheme and Issue of New Shares
The Board of The European Smaller Companies Trust PLC is pleased to announce that the Company will acquire substantially all of the net assets from European Assets Trust PLC ('EAT') in exchange for the issue of 131,128,841 new ordinary shares in the capital of ESCT ('New Shares') in connection with the voluntary winding up of EAT pursuant to a scheme of reconstruction under section 110 of the Insolvency Act 1986 (the 'Scheme') following the passing today of the resolution proposed at the Second EAT General Meeting.
ESCT ordinary shares
The number of New Shares to be issued to eligible EAT Shareholders and to the liquidators of EAT for sale in the market for the benefit of Excluded EAT Shareholders was calculated based on an ESCT FAV per Share of 231.734700 pence and an EAT Rollover FAV per Share of 99.285552 pence, producing a conversion ratio of approximately 0.428444 ESCT shares per EAT share, each calculated in accordance with the Scheme.
As set out in the shareholder circular published by the Company on 9 September 2025 (the 'Circular'), fractions of New Shares arising as a result of the conversion ratio will not be issued under the Scheme and entitlements to such New Shares will be rounded down to the nearest whole number.
Admission
Applications have been made by the Company for the 131,128,841 New Shares to be admitted to listing on the closed-ended investment funds category of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange (together, 'Admission'). It is expected that Admission will take place at 8.00am on 16 October 2025.
Following the issue of the 131,128,841 New Shares noted above, the Company's share capital will comprise 410,375,045 ordinary shares of which 51,733,676 ordinary shares are held in treasury. Each ordinary share (other than an ordinary share held in treasury) is entitled to one voting right such that, following Admission, the total voting rights of the Company will be 358,641,369.
The figure of 358,641,369 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in voting rights, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules.
Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular.
For further information:
Janus Henderson Secretarial Services UK Limited
Corporate Secretary to The European Smaller Companies Trust PLC
+44 (0)20 7818 1818
Winterflood Securities Limited
Neil Langford / Rose Ramsden / Sophia Bechev (Corporate Finance)
Darren Willis / Innes Urquhart (Corporate Sales)
+44 (0)20 3100 0000
This announcement is not for publication or distribution in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein 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, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
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