Shareholder Q&A

Shareholders should read the information set out in the circular to shareholders dated 3 February 2025 (the “Circular”). This document sets out the information about the proposed transaction in detail. Shareholders should only base their voting and investment decisions on the information set out in the Circular and should not rely solely on this webpage.

• 1. What is happening?

  In light of the Company’s performance and the forthcoming continuation vote, the Board is proposing a scheme of reconstruction offering shareholders the choice of continuing to invest in a similar strategy or a cash exit.

  Two general meetings are being scheduled for 21 February 2025 and 14 March 2025 and all shareholders will have the opportunity to decide whether to vote for the proposals or not.

• 2. What is proposed?

  Under the proposals, shareholders will be able to choose, in respect of the whole or part of their shareholding in HOT:

  • a roll-over of their investment at residual NAV into the Janus Henderson UK Equity Income & Growth Fund (‘the OEIC Sub-Fund’), receiving either I Class OEIC Shares (available to corporate investors, i.e. companies, corporate nominees, custodian banks, fund supermarkets and fund platforms) or E Class OEIC shares (individual investors who hold their shares directly and where no bundled commission payments are made); or
  • to receive their entitlement upon the winding up of the Company in cash (‘the cash option’).

  Shareholders who are outside of the UK or who are otherwise untraceable will automatically receive the cash option.

• 3. What is the Janus Henderson UK Equity Income and Growth Fund?

  The Janus Henderson UK Equity Income and Growth Fund is a sub-fund of the Janus Henderson UK & Europe Fund (the “OEIC”). This is an open-ended investment company which is incorporated in the UK and authorised by the Financial Conduct Authority.

  The OEIC Sub-Fund’s investment objective is to provide a dividend income with prospects of both income and capital growth over the long term (5 years or more), by investing primarily in the UK. At least 80% of the OEIC Sub-Fund’s assets are invested in the shares of companies, in any industry, in the UK. These companies may be incorporated, headquartered or derive significant revenue from the UK. The OEIC Sub-Fund will typically have a bias towards small and medium-sized companies and may invest in other assets including other shares, bonds, cash and money market instruments.

  The OEIC Sub-Fund is managed by Laura Foll and James Henderson.

  More information on the OEIC and the OEIC Sub-Fund can be found here:
  I hold my HOT shares in my own name on the register

  I hold my HOT shares on a share dealing platform like Hargreaves Lansdown, AJ Bell, Interactive Investor and similar

• 4. What is the difference between HOT and the OEIC Sub-Fund?

  Both are known as collective investments.  This means investors pool their money to create a larger sum that is invested by an investment manager.

  HOT	JH UK Equity Income & Growth
  Closed-ended investment vehicle – this means that there is a fixed amount of capital to invest	Open-ended investment vehicle – this means the fund can expand to take in new investors and shrink when investors decide to leave
  Shares are bought and sold through brokers or a share dealing platform at the prevailing share price (which may be at a discount or premium to the NAV)	Shares are bought or redeemed with the fund manager and may be redeemed on any dealing day at NAV less the redemption charge
  Activities are overseen by a Board of Directors independent of the investment manager	The fund is overseen by an authorised corporate director, in this case Janus Henderson Fund Management UK Limited
  May borrow money to enhance shareholder returns	May not borrow money
  Must operate within the UK Listing Rules	Regulated by the Financial Conduct Authority
  Fund managers:  Laura Foll, James Henderson	Fund managers:  Laura Foll, James Henderson
  Investment objective Aims to achieve capital growth in excess of the FTSE All-Share Index from a portfolio of primarily UK investments.	Investment objective: Aims to provide a dividend income, with prospects for both income and capital growth over the long term (5 years or more).
  Investment policy: Min 70% invested in equities No more than 10% in non-UK equities Min of 60 holdings May invest up to 10% in private securities May use derivatives for efficient portfolio management	Investment policy: Min 80% invested in UK equities Bias towards small and medium sized-companies May invest in bonds, cash and market instruments May use derivatives to reduce risk and/or      efficient portfolio management
  Benchmark:  FTSE All-Share Index	Benchmark:  FTSE All-Share Index
  Dividends:  Semi-annually	Dividends for Inc share classes:  Quarterly
  FTSE 100 exposure at 31 December 2024:  37.4%	FTSE 100 exposure at 31 December 2024:  72.3%

• 5. What are my options?

  Shareholders, other than overseas shareholders or untraceable shareholders, may elect, in respect of part or all of their holding to:

  • roll over their investment into the appropriate class of OEIC Sub-Fund shares; or
  • receive cash for their shares on the winding up of the Company (‘the cash option’).

  Shareholders holding shares in their own name on the Company’s register and wishing to receive the cash option, should complete the WHITE form of election and return this in the postage paid return envelope to be received by Computershare no later than 1.00pm on 19 February 2025. 

  If you hold HOT shares in your own name and wish to receive the E Class OEIC shares, you may be required to provide some additional Know Your Customer (‘KYC’) information.  If this is the case, we will write to you asking for any information which might be required for this purpose.  It is worth noting that if the KYC is not completed by the scheme effective date, expected to be 14 March 2025, you may be defaulted to the cash option. 

• 6. Can all shareholders participate?

  Overseas and untraceable shareholders will not be eligible to roll over their shares to the OEIC.

  • Overseas shareholders are those with a registered address, or who are otherwise resident, outside of the UK.
  • Untraceable shareholders are shareholders who cannot be located by the Company of for whom the Company has received notice that the relevant Shareholder is deceased.

  Overseas and untraceable shareholders will automatically receive the cash option.

• 7. Will a dividend be paid before the scheme is implemented?

  Two interim dividends will be paid to all shareholders on the register at close of business on 21 February 2025. The shares will trade ex-dividend on 20 February 2025 and the dividends will be paid on 11 March 2025.

• 8. If I elect for the cash option, what price will I receive for my shares?

  If the scheme is approved, the exact price for the cash option will be calculated on 3 March 2025. The Company’s total assets will be divided into four pools: the cash pool, the I Class rollover pool, the E Class rollover pool and the liquidation pool. The cash pool will be divided by the number of shares over which elections have been made, or deemed to have been made, for the cash option and the amount paid to shareholders.

  An example is provided on page 20 of the circular.

• 9. If I roll over to the Janus Henderson UK Equity Income & Growth Fund, how many shares will I get?

  If the scheme is approved, the number of E Class OEIC Shares or I Class OEIC Shares will be calculated on 3 March 2025. The Company’s total assets will be divided into four pools; the cash pool, the I Class rollover pool, the E Class rollover pool and the liquidation pool. The E Class and I Class rollover pools will be divided by the relevant OEIC Sub-Fund share price with a dilution adjustment applied (the “Subscription Price”), to determine how many shares each shareholder will receive. Details of the dilution adjustment are referred to in question 11 below.

• 10. When will I receive my cash or my OEIC Sub-Fund shares?

  The OEIC Sub-Fund shares will be issued on 14 March 2025.

  CREST payments will be made and cheques posted to shareholders during the week commencing 17 March 2025.

• 11. What costs will shareholders need to bear?

  Shareholders will not have to pay any costs directly. The OEIC Sub-Fund will need to reinvest the assets received from the Company and may have to pay stamp duty in respect of these. This will be factored into the Subscription Price that shareholders rolling over to the OEIC will pay to purchase their shares in the OEIC Sub-Fund by applying the dilution adjustment referred to above.

  The Company will pay the remaining costs of the reconstruction and liquidation.

• 12. Will the reconstruction go ahead if Saba is successful at the General Meeting on 4 February 2025?

  If Saba is successful in replacing the directors at the Requisitioned General Meeting on 4 February 2025, the reconstruction is at risk of being cancelled by the directors nominated by Saba.

• 13. What are the important dates in this transaction?

  19 February 2025	Latest date for receipt of Forms of Proxy and Forms of Election for First Scheme General Meeting (to approve the reconstruction)
  20 February	Ex-dividend date
  21 February	First Scheme General Meeting Record date for interim dividends
  3 March	Calculation date
  11 March	Interim dividends payment date
  12 March	Latest date for receipt of Forms of Proxy and Forms of Election for Second Scheme General Meeting (to put the Company in liquidation)
  14 March	Second Scheme General Meeting / appointment of Liquidators / Scheme effective date
  w/c 17 March	Confirmations for OEIC shares issued and payments made to shareholders electing the cash option

• 14. Who should I contact if I have queries?

  Shareholders should contact the Company’s registrar, Computershare at:
  Telephone:  0370 707 1059
  Email:  web.enquiries@computershare.co.uk
  Post:  Computershare Investor Services, The Pavilions, Bridgewater Road, Bristol, BS99 6AH

  Alternatively, you can contact Janus Henderson Investors at:
  Email:    ITSecretariat@janushenderson.com