28 Feb 2022 07:00
EP Global Opportunities Trust Plc - Results of the Tender OfferEP Global Opportunities Trust Plc - Results of the Tender Offer
PR Newswire
London, February 25
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA NOR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION
28 February 2022
EP Global Opportunities Trust plc
Legal Entity Identifier: 2138005T5CT5ITZ7ZX58
Results of the Tender Offer
The Board of EP Global Opportunities Trust plc (the "Company") is pleased to announce the results of the tender offer to return up to 20 per cent. of the issued share capital of the Company to Shareholders (the "Tender Offer") as set out in the circular published by the Company on 26 January 2022 (the "Circular").
A total of 11,577,529 Shares, being approximately 31.7 per cent. of the Company's issued share capital as at 6.00 p.m. on 24 February 2022 (the "Record Date"), were validly tendered under the Tender Offer. As a result, the Tender Offer was oversubscribed. Tenders will therefore be accepted in full from Shareholders who validly tendered their Basic Entitlement or any number of Shares less than their Basic Entitlement. Following a scale-back exercise, tenders in excess of Shareholder's Basic Entitlement will be satisfied to the extent of the Basic Entitlement plus approximately 43 per cent. of the excess Shares tendered.
After application of the scale-back mechanism, a total of 7,305,545 Shares will, therefore, be purchased under the Tender Offer and subsequently placed in treasury.
Once the conditions under the Repurchase Agreement have been met, 7,305,545 Shares will therefore be purchased by Panmure Gordon (UK) Limited ("Panmure Gordon") for a total cost of approximately £22.9 million. This represents 20 per cent. of the issued share capital of the Company as at the Record Date. The Tender Price at which the Shares will be repurchased is 313.2501 pence per share which represents a discount of approximately 3.5 per cent. to the NAV per Share as at 24 February 2022. Under the terms of the Repurchase Agreement, Panmure Gordon shall sell to the Company the Shares purchased by Panmure Gordon pursuant to the Tender Offer at the Tender Price. The Shares purchased by the Company pursuant to the Repurchase Agreement will be held in treasury.
As set out in the Circular, it is anticipated that the proceeds payable to Shareholders whose tendered Shares are held through CREST accounts are expected to be made by 7 March 2022 and that cheques for the certificated Shares purchased under the Tender Offer will be despatched by 7 March 2022. Balance certificates in respect of non-tendered shares will be despatched by 7 March 2022.
Total Voting Rights
Following the completion of the Tender Offer, the Company will have 29,222,180 Shares in issue with 35,287,462 Shares held in treasury. Therefore, the total number of voting rights in the Company will be 29,222,180 and this figure may be used by Shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.
Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.
Notice to U.S. Shareholders
The Tender Offer relates to securities in a non-U.S. company registered in Scotland with a listing 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. This document has been prepared in accordance with U.K. style and practice for the purpose of complying with the laws of England and Wales and the rules of the London Stock Exchange. U.S. shareholders should read this entire document. Any financial information relating to the Company has been prepared in accordance with IFRS and has not been prepared in accordance with generally accepted accounting principles in the United States; thus it may not be comparable to financial information relating to U.S. companies. The Tender Offer is being made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended, subject to the exemptions provided by Rule 14d-1 thereunder and otherwise in accordance with the requirements of the Listing Rules. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements that are different from those applicable under U.S. domestic tender offer procedures. U.S. shareholders should note that the Company is not listed on a U.S. securities exchange, subject to the periodic reporting requirements of the Exchange Act or required to, and does not, file any reports with the SEC thereunder.
To the extent permitted by applicable law and in accordance with normal U.K. practice, the Company, Panmure Gordon 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 Panmure Gordon acting as market maker in the Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the U.S. Securities Exchange Act of 1934, as amended, by virtue of relief granted by the SEC Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with applicable English law and regulation, including the listing rules of the Financial Conduct Authority, and the relevant provision of the Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom and the United States and, if required, will be reported via the Regulatory Information Service of the London Stock Exchange and available on the London Stock Exchange website at www.londonstockexchange.com. To the extent that such information is made public in the United Kingdom, this information will also be publicly available to Shareholders in the United States.
For further information, please contact:
Dr Sandy Nairn 0131 270 3800
Kenneth J Greig 0131 270 3800
Franklin Templeton Investment Trust Management Limited
5 Morrison Street, Edinburgh EH3 8BH
28 February 2022