Scheme Results, Tender Completion, Board Changes

Henderson European Focus Trust PLC

04 July 2024

 

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 OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), 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

JANUS HENDERSON FUND MANAGEMENT UK LIMITED

HENDERSON EUROPEAN FOCUS TRUST PLC

LEGAL ENTITY IDENTIFIER: 213800GS89AL1DK3IN50

4 July 2024

HENDERSON EUROPEAN FOCUS TRUST PLC

Results of Scheme, Completion of Tender Offer and Director Changes

Results of Scheme

In connection with the combination of the assets of Henderson European Focus Trust plc (the "Company") with the assets of Henderson EuroTrust plc ("HNE"), which was approved by HNE Shareholders earlier today, the Board is pleased to announce that the Company will acquire approximately £310 million of net assets from HNE in consideration for the issue of 151,000,587 New Shares to HNE Shareholders in accordance with the Scheme. As a result, the Company, to be renamed Henderson European Trust plc, will have aggregate net assets of circa £680 million and it is expected the Company will join the FTSE 250 Index in due course.

As set out in the shareholder circular published by the Company on 20 May 2024 (the "Circular"), the number of New Shares to be issued was calculated based on a HEFT FAV per Share of 205.473998 pence and an HNE Rollover FAV per Share of 172.296884 pence, producing a conversion ratio of 0.838534 New Shares for every HNE Share rolling over, each calculated in accordance with the terms of the Scheme.  As set out in the Circular, fractional entitlements to New Shares will not be issued under the Scheme and entitlements will be rounded down to the nearest whole number of New Shares.

Applications have been made for 151,000,587 New Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 5 July 2024.

With effect from 4 July 2024, the Company will adopt the revised Investment Objective and Policy set out in the Circular, which were approved by Shareholders at the General Meeting on 19 June 2024.

To the extent that an Excluded Shareholder in HNE (as defined in the circular published by HNE on 20 May 2024 (the "HNE Circular")) is entitled to and would otherwise receive New Shares under the Scheme, then such New Shares will be issued to the Liquidators as nominees for the relevant Excluded Shareholder and sold by the Liquidators in the market (which shall be done by the Liquidators without regard to the personal circumstances of the relevant Excluded Shareholder and the value of the Shares held by the relevant Excluded Shareholder) and the net proceeds of such sale (after deduction of any costs incurred in effecting such sale) will be paid: (i) to the relevant Overseas Shareholder (as defined in the HNE Circular) entitled to them as soon as reasonably practicable, and in any event no later than 10 Business Days after the date of sale, save that entitlements of less than £5.00 per Overseas Shareholder will be retained in the Liquidation Pool; or (ii) in respect of Sanctions Restricted Persons (as defined in the HNE Circular) at the sole and absolute discretion of the Liquidators and will be subject to applicable laws and regulations.

Completion of Tender Offer

As announced on 25 June 2024, 31,915,217 Shares were accepted pursuant to the Tender Offer at the Tender Price, calculated in accordance with the Circular, of 198.846970 pence per Share.

Following the passing of the HNE Resolutions to approve the Scheme and the winding-up of HNE at the HNE General Meetings, the remaining conditions of the Tender Offer have been satisfied, and the tendered Shares will be purchased by Winterflood on 4 July 2024.  All Shares repurchased from Winterflood by the Company pursuant to the Repurchase Agreement will be held in treasury.  Payment of Tender Offer proceeds will be made to Shareholders through CREST on 5 July 2024 and cheques for certificated Shareholders will be despatched on 15 July 2024.

Total Voting Rights

Following completion of the Tender Offer and the issue of the New Shares in connection with the Scheme, the Company's share capital will consist of 367,390,497 Shares. The Company will hold 35,537,005 in treasury and therefore the total number of voting rights in the Company will be 331,853,492. On a poll, members have one vote for each share held.

The above figure 331,853,492 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, or a change to their interest in, the voting rights of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Director Changes

As indicated in the Circular, Stephen Macklow-Smith has resigned from the Board and Stephen King, Rutger Koopmans and Ekaterina (Katya) Thomson, from the board of HNE, have been appointed as non-executive directors of the Company with effect from 4 July 2024.

Further information about each new director is set out in the prospectus published by the Company on 20 May 2024 in relation to the Scheme. In accordance with paragraphs 9.6.13(1) to (6) of the Listing Rules, it is confirmed that there are no additional details to be disclosed in relation to these appointments.

The Company's Chair, Vicky Hastings said: "We are delighted that Shareholders have been so positive in supporting this combination and wish to thank Janus Henderson Investors and all our advisers for contributing to its success. I would also like to thank all directors for their considerable additional input during this transaction, including outgoing director Stephen Macklow-Smith, and I look forward to working with the new directors joining from HNE.

In welcoming Jamie Ross as co-Fund Manager alongside our existing manager Tom O'Hara, we are confident that Henderson European Trust will continue its predecessor's strong track record of delivering investment performance for Shareholders."

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

For further information please contact:

Neil Morgan Winterflood Securities Limited Corporate Broker Tel: [phone]

Harriet Hall Investment Trust PR Director Janus Henderson Investors Tel: [phone]

Vicky Hastings Chair of the Board Henderson European Focus Trust plc Tel: [phone]

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. Any securities that may be issued in connection with the matters referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration under the Securities Act and in compliance with the securities laws of any state, county or any other jurisdiction of the United States. No public offering of securities is being made in the United States.

Furthermore, any securities that may be issued in connection with the matters referred to herein may not be offered or sold indirectly or indirectly in, into or within the United States or to or for the account or benefit of U.S. Persons except under circumstances that would not result in the Company being in violation of the U.S. Investment Company Act of 1940, as amended.

Outside the United States, the securities may be sold to persons who are not U.S. Persons pursuant to Regulation S.

Moreover, any securities that may be issued in connection with the matters referred to herein have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa, or any member state of the EEA (other than any member state of the EEA where the shares are lawfully marketed).

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements.  When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

None of HEFT or Janus Henderson, or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of HEFT and Janus Henderson, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

 

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