Tender Offer - Allocation of the Tender Pools
JANUS HENDERSON FUND MANAGEMENT UK LIMITED
THE EUROPEAN SMALLER COMPANIES TRUST PLC
Legal Entity Identifier: 213800N1B1HCQG2W4V90
23 May 2025
THE EUROPEAN SMALLER COMPANIES TRUST PLC
(the "Company")
Allocation of the Tender Pools
Further to the announcement of the results of the Tender Offer on 20 May 2025, the Board today announces the allocation of assets to the Cash Exit Pool and the In Specie Consideration Pool, the value of such assets being equal to the Cash Exit Tender Offer FAV and the In Specie Tender Offer FAV, respectively, which have been calculated in accordance with the terms of the Tender Offer as at close of business on 19 May 2025. The Cash Exit Tender Offer FAV and the In Specie Tender Offer FAV were as follows:
· Cash Exit Tender Offer FAV: £107,684,316 in respect of the 50,726,953 Ordinary Shares that have been successfully tendered pursuant to the Cash Exit Option;
· In Specie Tender Offer FAV: £244,944,253 in respect of the 115,386,122 Ordinary Shares that have been successfully tendered pursuant to the In Specie Consideration Option.
The assets in the Cash Exit Pool will be realised, the relevant liabilities will be settled, the associated costs of the Tender Offer will be paid and the net cash proceeds will be paid to Shareholders who validly elected for the Cash Exit Option. The Tender Price per Cash Exit Share will be the Cash Exit Tender Offer Final Asset Value divided by the total number of Cash Exit Shares. The Tender Price per Cash Exit Share will be announced following the realisation of the assets in the Cash Exit Pool.
Qualifying Shareholders who successfully tendered their Ordinary Shares under the In Specie Consideration Option will receive a pro rata share of the portfolio assets in the In Specie Consideration Pool, less associated costs of the Tender Offer, on or around 27 May 2025. Any such Qualifying Shareholder will be responsible for and will bear any stamp duty, stamp duty reserve tax or transfer or registration taxes (whether UK or non-UK), as appropriate, in relation to any assets which may be transferred to such Qualifying Shareholder and which it is required to pay as transferee.
Defined terms used in this announcement shall, unless the context requires otherwise, have the meanings ascribed to them in the circular to Shareholders published by the Company on 15 April 2025.
Enquiries:
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)
+44 (0)20 3100 0000
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