Shareholder FAQs

Shareholders should read the information set out in the circular to shareholders dated 15 April 2025 (the ‘circular’). The circular sets out the information about the proposed tender offer in detail. Shareholders should only base their decisions on voting and whether or not to participate in the proposed tender offer on the information set out in the circular and should not rely solely on this webpage.

• 1. What is happening?

  The European Smaller Companies Trust PLC is proposing a tender offer – a tender offer is an offer by a company to repurchase some or all of its listed shares. Before the proposed tender offer can proceed, a resolution must be put to shareholders at a general meeting. The resolution requires at least 75% of the votes cast at the general meeting to be in favour of proceeding with the proposed tender offer.

  If approved, shareholders will have two options in relation to the proposed tender offer:

  • Keep all of their shares in the Company (no action required, but shareholders are encouraged to vote at the general meeting); or
  • Elect to sell some or all of their shares back to the Company.

  The Board is proposing a tender offer of up to 42.5% of the Company’s issued share capital which means that the Company is guaranteeing eligible shareholders the right to sell up to 42.5% of their registered holding of shares as at 15 April 2025, back to the Company. Any elections above 42.5% of a shareholders’ holding may be subject to scale back. The general meeting will be held on 7 May 2025.

• 2. Why is the Company proposing a tender offer?

  On 18 December 2024, the Company received a requisition notice on behalf of Saba Capital Management, L.P. (‘Saba’), requiring the Company to convene a general meeting to consider, and, if thought fit, approve, resolutions to remove all the current independent directors of the Company and to appoint two new directors proposed by Saba. Shareholders voted overwhelmingly in support of retaining the current Board.

  On 11 February 2025, the Company received a second requisition notice on behalf of Saba, requiring the Company to call a general meeting to approve a proposal for the Company to implement a scheme or process by which shareholders would become (or have the option to become) shareholders of a UK-listed open-ended investment company (or similar open-ended investment vehicle).

  The process around the initial general meeting was disruptive for the Company and resulted in a financial cost to shareholders. As a result, the directors were of the view that convening a general meeting in response to the second requisition would not be in the best interests of all shareholders. Whilst the Board anticipated the continued support from shareholders, Saba’s ongoing significant holding in the Company also had the potential to represent an overhang on the ordinary shares.

  In order to protect the interests of those shareholders that wish to continue their investment in the Company, the Board concluded that it would find a solution that would allow shareholders, including Saba, that wish to exit their position in the Company the opportunity to do so.

  The Board conducted a review of several possible options and, following discussions with Saba, decided to implement a tender offer which provides shareholders with the opportunity to exit their investment if they wish to do so. The Board believes this will put the Company in a strong position going forward as it will allow it to focus on its fundamentals with a supportive shareholder base.

• 3. Can I participate in the proposed tender offer?

  UK and US resident shareholders will be able to participate in the proposed tender offer. Shareholders resident in other overseas jurisdictions will need to inform themselves about the applicable local requirements in respect of the proposed tender offer and observe these. In some jurisdictions, taking up the proposed tender offer may be prohibited so shareholders should seek appropriate professional advice.

  The proposed tender offer is not available to shareholders in Australia, Canada, Japan, New Zealand or South Africa.

• 4. At what price will I be able to sell my shares?

  We cannot say at this point what price shareholders will receive for their shares. The Company’s assets will be divided between those shareholders wishing to continue investing in the Company and those wishing to sell some or all of their shares back to the Company.

  To pay shareholders for the shares they wish to sell to the Company, the assets apportioned to those shareholders will need to be sold. As the assets which need to be sold are the shares of European smaller companies, this will take some time as these shares will not be as liquid as the shares of large companies. The price shareholders receive for their tendered shares can only be calculated when all of the apportioned assets have been sold which is expected to be completed around 25 June 2025. Market conditions may change in that time and shareholders should be aware that they may get back less than the prevailing share price at the date that payment is sent to them.

• 5. When will I receive the cash from the proposed tender offer?

  The proposed tender offer closes on 16 May 2025 and the assets will start to be sold from 27 May 2025. All portfolio holdings are currently expected to be sold by 25 June 2025, with payments to shareholders via CREST and cheque during the week commencing 7 July 2025. However, the time to sell the assets will depend on the market environment, and the Company will make an announcement to the market once the payment date and price per tendered share is confirmed.

• 6. Will the directors be selling shares in the proposed tender offer?

  None of the directors are intending to participate in the proposed tender offer.

• 7. What happens if I don’t sell my shares in the proposed tender offer?

  Shareholder who do not wish to sell their shares, should take no further action. They will remain a shareholder in the Company and will continue to benefit from the exposure to a diverse portfolio of European smaller companies managed by an experienced team at Janus Henderson Investors, the Company’s investment manager.

• 8. How do I participate in the proposed tender offer?

  Shareholders wishing to participate in the proposed tender offer and holding their shares in certificated form should complete the tender form and return this, along with their share certificate, to Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 1.00 p.m. on 16 May 2025.

  Shareholders holding their shares through a nominee or share dealing platform such as Hargreaves Lansdown, Halifax Share Dealing, AJ Bell and similar, should receive a notification from their platform regarding the proposed tender offer. The closing date to participate in the proposed tender offer is 16 May 2025, however, the platforms will have an earlier deadline, details of which should be contained in the notification shareholders receive from their respective platforms. If these shareholders have any questions regarding participating in the proposed tender offer, they should contact their platform.

• 9. Do I need to vote?

  The proposed tender offer is subject to a shareholder vote. The Board encourages all shareholders to vote on the proposals regardless of whether they intend to tender their shares. The deadline to vote at the general meeting is 2 May 2025, however, shareholders holding their shares through a nominee or share dealing platform such as Hargreaves Lansdown, Halifax Share Dealing, AJ Bell and similar, will have an earlier deadline.

• 10. What should I know before I tender my shares?

  There are a few things to bear in mind when shareholders make their decision to participate in the proposed tender offer:

  • Once shares have been elected for the proposed tender offer (which must be on or before 1.00 p.m. on 16 May 2025), they cannot be withdrawn. Cash payments are only expected to be made during the week commencing 7 July 2025. Shareholders will therefore not be able to access their investment during this period.
  • The price shareholders will receive for the shares which they have tendered will not be known at the time shareholders elect to receive this option. Depending on market conditions, and how the sale of the assets apportioned to shareholders tendering their shares proceeds, the price may be less than the prevailing share price in the market at the date that payment is sent to shareholders.

• 11. What costs will shareholders need to bear?

  The costs of the proposed tender offer will be borne by the shareholders electing to sell their shares back to the Company. These shareholders will also bear the costs of realising the assets apportioned to them and will also meet their pro-rata share of the ongoing operating costs of the Company. These costs will be deducted before payment is sent to shareholders. No costs will be borne by continuing shareholders.

• 12. What is the in specie consideration option referred to in circular?

  Shareholders wishing to sell their shares back to the Company, may elect for the in specie consideration option as an alternative to the cash exit option. This means they will receive a pro-rata portion of the Company’s portfolio of securities instead of receiving cash.

  This option is only available to professional investors, who can demonstrate they are able to take custody of a pro-rata portion of the Company’s portfolio of securities. These shareholders will have to enter into separate agreements with the Company and Company’s broker to facilitate this arrangement.

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

  16 April 2025	Record date for the proposed tender offer
  2 May 2025	Latest date for receipt of proxy forms and appointments for the General Meeting
  7 May 2025	General Meeting and results announced
  16 May 2025	Proposed tender offering closing date
  19 May 2025	Calculation date
  20 May 2025	Results of proposed tender offer announced
  27 May 2025	Transfer of portfolio assets for the in-specie consideration option Sale of cash exit option pool commences
  25 June 2025	Tender price per cash exit share announced (exact timing will be market dependent – see Q5 above)
  w/c 7 July 2025	CREST accounts settled and cheques posted to shareholders electing for the cash exit option (exact timing will be market dependent – see Q5 above)

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

  Shareholders should contact the Company’s registrar, Equiniti on 0371 384 2911 or by post at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA

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