LONDON STOCK EXCHANGE ANNOUNCEMENT
Results of Reverse Auction Tender Offer for up to 10 per cent. of the shares in issue of the Company (the 'Tender Offer')
The Board of JPMorgan European Smaller Companies Trust plc (the 'Company') announces the results of the Reverse Auction Tender Offer for up to 10 per cent of the issued share capital of the Company in issue on 18th July 2012.
Eligible Shareholders were able to tender for purchase some or all of their Shares at their chosen level of discount, within the Discount Range (being from 3 per cent to 15 per cent) to the Tender NAV per share. Valid tenders were received from Shareholders in respect of 20.8 million Shares, representing approximately 52 per cent of the issued share capital of the Company. Therefore, 3,991,880 Shares (representing 10 per of the issued share capital of the Company on 18th July 2012) will be repurchased under the Tender Offer and cancelled.
The Strike Price Discount to be applied in determining the Tender Price will be 9 per cent.
Those shareholders who tendered Shares at a discount level narrower than the Strike Price Discount will not have their Shares repurchased. Shareholders who validly tendered Shares at a discount level wider than the Strike Price Discount will have all such shares repurchased in full at the Tender Price. Shareholders who validly tendered Shares at the Strike Price Discount have been scaled back pro rata in proportion to other Shares tendered for repurchase at the Strike Price Discount with approximately 51.3 per cent of each such tender being accepted.
The Tender Price has been set at 690.9153 pence per Share. The Tender Price has been determined by taking the fully diluted NAV per Share as at close of business on 19th July (inclusive of undistributed revenue reserves but calculated after deducting the costs and expenses of the Tender offer) and applying the Strike Price Discount. Shareholders who have elected to remain invested in the Company following the tender offer are expected to benefit from an enhancement to the Company's NAV per share of approximately 8.2 pence per share as a consequence of the tendered shares being repurchased at a 9% strike price discount.
Settlement of the Tender Offer consideration is expected to be made on or around 30th July 2012. A further announcement advising of the settlement date will be made in due course.
The Company's Chairman, Paul Manduca stated "The tender offer has met its principal objective to provide a liquidity event to those shareholders seeking a full or partial exit from the Company at a level determined by shareholders, whilst at the same time enhancing the net asset value attributable to ongoing shareholders who will also receive a final dividend of 11 pence per share in late August. We thank shareholders for their support for the proposal."
Defined terms in this announcement have the same meaning as in the Circular to shareholders dated 14th June 2012. A copy of the Circular can be obtained from the Company's website, http://www.jpmeuropeansmallercompanies.co.uk and can be viewed at the National Storage Mechanism which can be located at www.morningstar.co.uk/uk/NSM
20th July 2012
For further information please contact:
JPMorgan Asset Management (UK) Limited
Jonathan Latter jonathan.latter@jpmorgan.com +44 (0)20 7742 4000
Cenkos Securities plc
Dion Di Miceli ddimiceli@cenkos.com +44 (0)20 7397 1921
Chris Lunn clunn@cenkos.com +44 (0)20 7397 1912
Cenkos Securities Plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as the adviser to the Company and is acting for no-one else in connection with the Tender Offer and the contents of this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos Securities Plc nor for providing advice in connection with the Tender Offer and the contents of this announcement or any other matter referred to herein.
Cenkos Securities Plc is not responsible for the contents of this announcement.