Circular Publication and Notice of General Meeting
Summary by AI BETAClose X
Montanaro European Smaller Companies Trust plc (the "Company")
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 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.
LEI: 213800CWSC5B8BG3RS21
20 October 2025
Circular Publication and Notice of General Meeting
As announced by the Company on 27 March 2025, the Board is proposing to offer Shareholders the opportunity to tender their Shares to the Company twice a year around the time of the interim and final results publication. The Company announces that it will today publish a circular (the "Circular") in respect of the first biannual tender offer.
The Tender Price has been set at a 5% discount to the prevailing Net Asset Value per Share as at the Calculation Date. This reflects the wider spreads amongst smaller companies and the cost associated with the exercise, allowing Shareholders who wish to realise a portion of their holding to do so at a price close to NAV whilst potentially providing for a modest uplift to Net Asset Value per Share for continuing Shareholders.
The Tender Offer, which represents the first such periodic tender offer, is being made for up to 7,409,587 Shares, being 5% of the Shares in issue at the Latest Practicable Date.
An Eligible Shareholder tendering up to 5% of the Shares in their name on the Register as at the Tender Record Date (their "Basic Entitlement") will have their tender satisfied in full. Any Eligible Shareholder tendering more than their Basic Entitlement will have their Excess Application satisfied if there are sufficient remaining Available Shares. Such Available Shares shall be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement and as a result of certain Overseas Shareholders not being permitted to participate in the Tender Offer.
The implementation of the Tender Offer is conditional on, amongst other things, the Resolution being passed. The expected timetable of principal events is set out at the end of this announcement.
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. The Circular and the Notice of the General Meeting will also be available on the Company's website at https://montanaro.co.uk/trust/mesct.
The General Meeting will be held at 10:00 hours on 19 November 2025 at the offices of Juniper Partners Limited, at 28 Walker Street, Edinburgh, EH3 7HR.
Unless otherwise defined, all definitions used in this announcement will have the same meaning as described in the Circular.
Contacts:
Montanaro Asset Management
Investment Manager
+44(0)20 7448 8600
Cavendish Capital Markets, Corporate Broker
Robert Peel / Andrew Worne / Oscar Valeur-Adu
|
+44 (0)20 7908 6000
Juniper Partners Company Secretary +44(0)131 378 0500
Camarco, PR Advisers montanaro@camarco.co.uk |
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
Tender Offer opens: announcement of the Tender Offer and publication of this document |
20 October 2025 |
|
|
Publication of half-yearly results and announcement of the Dividends |
31 October 2025 |
|
|
Latest time and date for receipt of Forms of Proxy or transmission of CREST Proxy Instructions, Proximity or any other electronic voting instructions for the General Meeting |
10:00 hours on 17 November 2025 |
|
|
Time and date of General Meeting |
10:00 hours on 19 November 2025 |
|
|
Announcement of the result of General Meeting |
19 November 2025 |
|
|
Tender Closing Date: last time and date for receipt of Tender Forms and share certificates for certificated Shares and TTE Instruction(s) in CREST for uncertificated Shares |
13:00 hours on 19 November 2025 |
|
|
Tender Record Date |
18:00 hours on 19 November 2025 |
|
|
Announcement of number of Shares validly tendered |
21 November 2025 |
|
|
CREST accounts credited with unsuccessfully tendered uncertificated Shares |
Not later than 24 November 2025 |
|
|
Calculation Date for the Tender Price |
28 November 2025 |
|
|
Announcement of the Tender Price |
1 December 2025 |
|
|
Purchase of Shares under the Tender Offer |
3 December 2025 |
|
|
Ex-dividend date for the Dividends |
4 December 2025 |
|
|
CREST accounts credited in respect of Tender Offer proceeds for uncertificated Shares |
By 5 December 2025 |
|
|
Record date for the Dividends |
18:00 hours on 5 December 2025 |
|
|
Cheques despatched in respect of Tender Offer proceeds for certificated Shares |
By 15 December 2025 |
|
|
Despatch of share certificates to be returned in respect of unsuccessfully tendered certificated Shares |
By 15 December 2025 |
|
|
Despatch of balancing share certificates for revised, certificated holdings in the case of partially successful tenders |
By 15 December 2025 |
|
|
Payment date for the Dividends |
5 January 2026 |
|
The times and dates set out in the expected timetable and mentioned in the Circular may, in certain circumstances, be adjusted by the Board, in which event, details of the new times and dates will be notified, as required, to the London Stock Exchange and, where appropriate, to Shareholders and an announcement will be made through a Regulatory Information Service.
All references to times in this announcement are to London time (GMT) unless otherwise stated.
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. To the extent that such information is made public in the United Kingdom, this information will also be publicly available to Shareholders in the United States.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
Latest directors dealings
- 1 day ago Savannah Energy
- 1 day ago Buccaneer Energy PLC
- 1 day ago Savannah Energy
- 1 day ago Carclo
- 1 day ago Schroder Japan Growth Fund