Tender Offer

JPMorgan European Discovery Trust

25 July 2024

 

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

LONDON STOCK EXCHANGE ANNOUNCEMENT

JPMORGAN EUROPEAN DISCOVERY TRUST PLC

(the 'Company')

Tender Offer

Legal Entity Identifier: 54930049CEWDI46Y3U28

Further to its announcement on 20 June 2024, the Board announces that it will proceed with making a tender offer to give Shareholders the opportunity to tender up to 15 per cent. of the issued share capital in the Company (excluding Shares held in treasury) at a discount of 2 per cent. to the unaudited NAV per Share on the Calculation Date, less the costs and expenses of the Tender Offer. The Tender Offer is subject to Shareholder approval at the General Meeting.

In addition, and as announced by the Company on 20 June 2024, the Board intends to introduce a performance related tender offer for up to 15 per cent. of the issued share capital (excluding Shares held in treasury) if the Company's NAV total return does not equal or exceed the benchmark total return (MSCI Europe ex UK Small Cap Index (net)) over the five-year period beginning on 1 April 2024 and ending on 31 March 2029. This conditional tender offer would be subject to a separate Shareholder approval and would also be at a discount of 2 per cent. to the unaudited NAV per Share at the relevant time, less the costs and expenses of implementing that further tender offer.

The Board believes that these tender offer proposals strike the right balance between responding to the Company's discount and preserving scale for the Company. Following a period of encouraging performance for the Company, the Board believes that many Shareholders will wish to continue with their investment in the Company. The Board is nevertheless mindful that the Shares have traded at a discount to Net Asset Value for some time and, therefore, desires to address this imbalance through the Tender Offer in addition to the Company's existing share buyback programme which will continue following completion of the Tender Offer.

Outlook

The portfolio managers are increasingly positive about the macro environment and the opportunities for European small caps. The Investment Manager believes that the macro headwinds faced by the asset class over the last few years driven by: (i) the supply chain crisis; (ii) Russia's invasion of Ukraine; (iii) rising interest rates; and (iv) tightening financial conditions, have now turned and should offer tailwinds to performance. Given the nature of small cap companies, which are typically more domestically focused and levered to national economic performance and confidence, they tend to underperform in periods of macro-economic uncertainty. With these previous headwinds turned to tailwinds, the converse is now true.

The portfolio managers are observing a growing positive sentiment to European small caps, and this should lead investors to once again recognise the asset class's long-term superior growth and track record. This improving sentiment, combined with a favourable market environment, is restoring consumer and industrial confidence upon which the Company's portfolio is positioned to capitalise. As a result, the Investment Manager believes that the Company's portfolio will continue to outperform as investment confidence increasingly returns to the asset class.

The Tender Offer

The Board has arranged for Cavendish Capital Markets Limited to conduct the Tender Offer for up to 15 per cent. of the Company's Shares in issue at the Tender Price.

The key points of the Tender Offer are as follows:

·    the Tender Offer will be restricted to 15 per cent. of the Shares in issue (excluding any Shares held in treasury) on the Record Date;

·    all Eligible Shareholders tendering up to their Basic Entitlement will have their tender satisfied in full;

·    Eligible Shareholders may tender Shares in excess of their Basic Entitlement, with such Excess Applications being 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; and

·    the Tender Price per Share will be at a 2 per cent. discount to the unaudited NAV per Share on the Calculation Date, less the costs and expenses of the Tender Offer divided by the number of Shares successfully tendered.

In making the Tender Offer, Cavendish Capital Markets will purchase the Shares which have been validly tendered as principal by means of an on-market purchase from tendering Shareholders and will, subject to the terms and conditions contained in the Repurchase Agreement being satisfied, sell the tendered Shares acquired by it on to the Company. All Shares acquired by the Company from Cavendish Capital Markets under the Repurchase Agreement will be cancelled.

Shareholder Circular

The Company has today published a circular to Shareholders (the "Circular") which contains details of the Tender Offer, together with details of how Shareholders can tender Shares for purchase, if they wish to do so. The Circular also includes a notice convening a general meeting of the Company which is to be held at held at 60 Victoria Embankment, London EC4Y 0JP at 11.00 a.m. on 2 September 2024.

The Circular can be viewed on the Company's website and will shortly be submitted to the National Storage Mechanism and available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.

Capitalised terms shall have the meaning attributed to them in the Circular unless otherwise defined in this announcement.

Expected Timetable

Latest time and date for receipt of Forms of Proxy for the General Meeting	11.00 a.m. on 29 August 2024
General Meeting	11.00 a.m. on 2 September 2024
Results of General Meeting announced	2 September 2024
Latest time and date for receipt of Tender Forms and TTE Instructions	1.00 p.m. on 3 September 2024
Record Date for Tender Offer	6.00 p.m. on 3 September 2024
Calculation Date	close of business on 3 September 2024
Results of Tender Offer and Tender Price announced	5 September 2024
CREST accounts settled in respect of unsold tendered Shares held in uncertificated form	no later than 6 September 2024
Payments through CREST made in respect of Shares held in uncertificated form successfully tendered	10 September 2024
Cheques despatched in respect of Shares held in certificated form successfully tendered	19 September 2024
Despatch of balance share certificates in respect of unsold tendered Shares held in certificated form	19 September 2024

All references to times in this announcement and the Circular are to London time unless otherwise stated.

The times and dates set out in the expected timetable may be adjusted by the Company in consultation with Cavendish, in which event details of the new times and/or dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.

25 July 2024

For further information, please contact:                                                  

Priyanka Vijay Anand

JPMorgan Funds Limited

0800 20 40 20 (or [phone])

James King (Corporate Finance)

Will Talkington (Corporate Finance)

Andrew Worne (Corporate Broking)

Cavendish Capital Markets Limited

[phone]

Disclaimer

This announcement contains forward-looking statements. These forward-looking statements include all matters that are not historical facts. These forward-looking statements are made based upon the Company's expectations and beliefs concerning future events impacting the Company and therefore involve a number of risks and uncertainties. Forward-looking statements are not guarantees of future performance, and the Company's actual results of operations, financial condition and liquidity may differ materially and adversely from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of the day they are made and the Company does not undertake to update its forward-looking statements unless required by law.

The distribution of this announcement in certain jurisdictions may be restricted by law. It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.

The Tender Offer is not being made directly or indirectly in or into Australia, Canada, Japan, New Zealand or South Africa, and cannot be accepted from within Australia, Canada, Japan, New Zealand or South Africa. 

Cavendish Capital Markets Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company and no-one else in connection with the Tender Offer and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cavendish or for providing advice in relation to the Tender Offer or any matter referred to in the Circular or herein. Nothing herein shall serve to exclude or limit any responsibilities which Cavendish may have under FSMA or the regulatory regime established thereunder. 

Any decision to participate in the Tender Offer should only be made on the basis of an independent review by an Eligible Shareholder of the Company's publicly available information. Neither Cavendish nor any of its affiliates accept any liability arising from the use of, or make any representation as to the accuracy or completeness of, this announcement or the Company's publicly available information.

Notice for US Shareholders

The Tender Offer relates to securities in a non-US company registered in England and Wales and listed 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 England and Wales and the rules of the FCA and of the London Stock Exchange, and US Shareholders should read the entire Circular. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act, subject to the exemptions provided by Rule 14d-1(d) thereunder and otherwise in accordance with the requirements of the rules of the FCA and the London Stock Exchange. 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 and law. The Company is not listed on a US securities exchange, is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the SEC thereunder. The Tender Offer is being made in the United States solely to Qualifying US Shareholders.

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.

 

END