Migration to the United Kingdom

RNS Number : 6637I

European Assets Trust NV

27 November 2018

 

European Assets Trust NV ("the Company")

Migration to the United Kingdom

On 16 November 2018, the Company announced its intention to migrate its legal seat and structure from the Netherlands to the United Kingdom.  The Company is now pleased to announce further details.  The migration will be by means of a cross border merger (the "Migration").

As noted in the announcement of 16 November 2018 the Migration will be carried out in a manner that will ensure the transfer of the Company's activities to the United Kingdom.  There will be no change to the investment policy or dividend policy as a result of this Migration and the investment team will also remain the same.  On completion of the Migration, the entire portfolio of investments of the Company will transfer to European Assets Trust PLC.  Shareholders will be entitled to receive one ordinary share in European Assets Trust PLC in exchange for each share held in the Company.

Reasons for the Migration

The Company's management board and supervisory board strongly believe that the migration is in the best interests of the Company and its shareholders. The overwhelming majority of the Company's shareholders are resident in the United Kingdom.  In addition, the Company's investment management and marketing activities are also performed from within the United Kingdom.  The Company believes that the benefits associated with the proposed migration include:

·    a simplified corporate structure.  The Company will become a United Kingdom resident investment trust.  An investment vehicle that is widely accepted and understood in the UK intermediated and direct (retail) marketplace;

·      a single jurisdiction for current and future regulation - the United Kingdom;

·      a reduction in the ongoing charges rate; and

·    a premium listing on the London Stock Exchange and expected inclusion in the FTSE UK Index Series.

European Assets Trust PLC will not be listed in the Netherlands.

How the Migration will be carried out

The Migration will be effected by means of a cross-border merger resulting in the Company's whole business, assets and liabilities being acquired by European Assets Trust PLC and the Company being dissolved and ceasing to exist without going into liquidation.  Shareholders will be entitled to receive one ordinary share in European Assets Trust PLC in exchange for each share held in the Company.

European Assets Trust PLC is a wholly-owned subsidiary of the Company which has been incorporated in the UK solely for the purpose of the Migration.  All members of the supervisory board of the Company are also directors of European Assets Trust PLC and will remain on the European Assets Trust PLC board after the Migration.  The Investment Manager, Broker and Registrar and most other professional advisers will remain the same.

Application will be made for the European Assets Trust PLC shares to be admitted to the premium listing segment of the Official List and to trading on the premium segment of the Main Market of the London Stock Exchange.  t is expected that this will happen in mid-March 2019.

Further details on the Migration

The Company has today published a Circular and Convocation Notice which set out a summary of the Migration and notice of the Extraordinary General Meeting of the Company for Shareholders to approve the Migration, to be held on 9 January 2019.  The Migration is subject to the Conditions set out in the Common Draft Terms of Merger and the Prospectus published by European Assets Trust PLC in relation to the proposed listing of the European Assets Trust PLC shares on the London Stock Exchange. The Prospectus has been approved by the UK Listing Authority and will be passported to the Netherlands.

Further details on the Migration are set out in the Circular, Convocation Notice, Common Draft Terms of Merger and Prospectus relating to European Assets Trust PLC which are available on the websites www.europeanassets.eu and www.europeanassets.co.uk. 

Pre-merger dividend

In accordance with previous practice the Company will declare and pay a quarterly dividend in January 2019.  Prior to Completion of the Migration, in order to maintain its Dutch taxation status, the Company will pay, in March 2019, the quarterly dividend normally paid in April. Subsequent quarterly dividends to be paid in July and October 2019 will be paid by European Assets Trust PLC.

Convocation Notice

Notice of the Extraordinary General Meeting, which will be held at Sheraton Amsterdam Airport Hotel, Schiphol Boulevard 101, 1118 BG Schiphol, the Netherlands on 9 January 2019, is set out in the Convocation Notice.  The Extraordinary General Meeting will start at 12.00 noon (CET).

Expected timetable

An expected timetable of principal events relating to the proposed Migration is included in the Circular and the Prospectus. The expected dates set out in this timetable may change and will depend, among other things, on the date on which the conditions to the proposed Migration (as set out in the Prospectus) are satisfied or, if capable of waiver, waived.

If any of the key dates set out in the timetable change, the Company will give notice of this change by issuing an announcement through a Regulatory Information Service.

For further information contact:

Scott McEllen

BMO Investment Business Limited, Company Secretary                           020 7628 8000

Wilbert van Twuijver, Managing Director

FCA Management BV, Rotterdam                                                     [phone]

Alex Collins/Tom Scrivens

Cenkos Securities plc, Corporate Broker                                                  020 7397 8900

LEI Code: 2138009W3JWS72F86M94

 

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