Henderson Opportunities Trust plc

Any shareholder owning more than 5% of the Company’s issued share capital can require the directors to convene a general meeting of all shareholders to consider proposals put forward by them.

On 18 December 2024, Saba Capital Management, L.P. (‘Saba’), a US hedge fund manager, lodged a request to convene a general meeting to consider resolutions to:

1. remove all of the existing, independent directors from the Board; and
2. appoint two individuals of Saba’s choosing as directors.

 
Saba proposes that shareholders should elect Paul Kazarian, who is a partner at Saba, and Simon Reeves, a private wealth adviser, as the Company’s new directors.

If the proposals are passed, it will give Saba effective control of your Company.

DON'T LET SABA TAKE UNNECESSARY RISKS WITH YOUR MONEY – YOUR VOTE IS CRITICAL

If the majority of shareholders VOTE AGAINST the changes to the Board proposed by Saba, the scheme of reconstruction which was previously communicated to shareholders (including the option of a full cash exit at net asset value, and/or a rollover into the Janus Henderson UK Equity Income & Growth Fund, a sub-fund of an FCA authorised open ended investment company managed by the current investment manager (Janus Henderson Investors)), will be offered to all shareholders. The open-ended fund has an investment objective of providing a dividend income, with prospects for both income and capital growth over the long term (5 years or more), by investing primarily in companies in the UK.

If the majority of shareholders vote for removing the existing, independent directors and appointing Saba’s nominees as directors, there is a high degree of uncertainty as to what may happen to the Company. One of the two directors nominated by Saba is a partner at Saba, which means that the new board, as proposed by Saba, would not be wholly independent of Saba.

In its notice, Saba states that the new directors will assess all go-forward options available but does not provide further detail or definitively commit to providing shareholders with an exit should they choose to not continue with their investment. The opportunity for a full cash exit at NAV and/or the option to rollover into an open-ended vehicle managed by Janus Henderson Investors would be at risk of being cancelled.

Saba states that its nominees may appoint Saba as the investment manager and refocus the Company’s mandate on purchasing discounted trusts and/or combining it with other investment trusts, though no further clarity on the exact strategy or likely level of fees has been provided.

A copy of the circular convening the meeting (which includes a copy of a copy of Saba’s statement to shareholders and more information in relation to the current Board’s cash exit / rollover offering) can be found here: Circular

For more information on the Janus Henderson UK Equity Income & Growth Fund, click here.

The Board recommends that you VOTE AGAINST all of the resolutions proposed by Saba.
The vote at the general meeting will be held on a poll, which means each share carries one vote.

The Board believes that:

• Your opportunity for a full cash exit at NAV or a suitable rollover option (as is being offered by your current Board) is at risk of being cancelled– You should VOTE AGAINST to ensure a full, unrestricted exit opportunity at NAV is offered to all shareholders
• Saba is seeking to take control of the Company and you could find yourself invested in a Company with a very different risk profile that does not meet your investment objectives – You should VOTE AGAINST to protect your investment and ensure the Company is not repurposed in pursuit of Saba’s own investment strategy
• Saba wants to appoint a non-independent Board – You should VOTE AGAINST the Resolutions to ensure that the Company retains an independent Board focused on protecting all shareholders' interests

YOUR VOTE ON EVERY SHARE IS IMPORTANT – PLEASE DO NOT ABSTAIN

All of the directors will be voting AGAINST Saba’s proposed resolutions in respect of their own shareholdings. Please complete your proxy form and return to the registrars no later than 10.00am on Friday 31 January 2025.

The circular for the scheme of reconstruction proposed by the current, independent Board will be published in early February 2025 with the two general meetings to approve the Scheme expected to be held in late February and early March 2025. If approved by shareholders, the effective date of the Scheme would be in early March 2025.

The general meeting to consider Saba’s proposals will be held at 10.00am on 4 February 2025 at 201 Bishopsgate, London, EC2M 3AE.

All shareholders on the main register will be posted a copy of the circular convening the general meeting, along with a proxy form and instructions on how to complete the proxy form, on or around 8 January 2025.

You can also read a copy of the circular here: Circular

The Company has engaged a firm called Georgeson to help it reach all shareholders, explain the situation and help them to vote their shares. Georgeson may phone or write to you.

Saba or its representatives may also contact you directly with messages of its own.

If you hold shares via an online platform, you will receive two mailings from the Company setting out more detail on what is happening in relation to the Saba requisitioned general meeting.  This will also include easy instructions on how to vote your shares on each of the platforms.

A copy of this can also be found here: How to vote via the major platforms

The Company has engaged a firm called Georgeson to help it reach all shareholders, explain the situation and help them to vote their shares. Georgeson may phone or write to you.

Saba or its representatives may also contact you directly with messages of its own.

For queries on what is happening and help with voting your shares, please email:
HOT@georgeson.com

For shareholders on the main register, i.e. not holding shares via Halifax Share Dealing, AJ Bell, etc, for help voting your shares:
Call Computershare, the Company’s Registrar, on 0370 707 1059

For media enquiries, please contact: HOT@edelmansmithfield.com

For all other inquiries, please email or telephone Janus Henderson:
HOT@janushenderson.com or +44 (0)20 7818 1818

If you hold your shares via a platform you do not need a proxy form. You will need to vote via your platform. Here is a guide on How to Vote.

Shareholders on the main register have been sent a proxy form by post. If you are a shareholder on the main register and have not received your proxy form please contact the Company’s Registrar, Computershare, on 0370 707 1059.