HAST.L Regulatory News (HAST)

12 November 2020

HENDERSON ALTERNATIVE STRATEGIES TRUST PLC (the ″Company″ or ″HAST″)

Recommended proposals for the voluntary liquidation of the Company and cancellation of the admission of its Shares to the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange

Publication of Circular and Notice of General Meeting

Further to the announcement on 9 October 2020 the Company's Board announces that it has today published a circular (the "Circular"), including a notice of General Meeting, setting out details of recommended proposals for the voluntary liquidation and appointment of liquidators.

The General Meeting is to be held at 2.30 p.m. on 30 November 2020.

A copy of the Circular and Notice of General Meeting will be submitted shortly to the National Storage Mechanism ("NSM") and will be available for inspection at the NSM, which is situated at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. These documents will also shortly be available on the Company's website at: https://www.janushenderson.com/en-gb/investor/product/henderson-alternative-strategies-trust-plc/.

Copies of the Circular and Notice of General Meeting will be posted to shareholders and will also be available by emailing ITSecretariat@janushenderson.com.

Any capitalised terms not defined in this announcement shall have the same meaning as those defined in the Circular. Certain extracts from the Circular are set out below. However, this announcement does not contain all the information which is contained in the Circular and Shareholders should read the Circular to make an informed decision at the General Meeting.

Background

At a general meeting held on 3 July 2020, Shareholders voted in favour of a resolution to modify the investment objective and policy of the Company with a view to realising the Company's assets in an orderly manner that achieved a balance between returning cash to Shareholders promptly and maximising value (the "Realisation Strategy"). Following the implementation of the Realisation Strategy, the Company announced on 9 October 2020 that cash, at that date, formed approximately 74 per cent. of the portfolio (including trades expected to settle imminently). As at 10 November 2020, being the latest practicable date prior to the publication of this document, cash (which includes an imminent settlement of 4.5 per cent.) formed approximately 78.4 per cent. of the NAV and the Ordinary Shares were trading at a discount of approximately 6.8 per cent. to the NAV per Ordinary Share.

At the time the Realisation Strategy was proposed to Shareholders, the Board stated its intention that the Company should maintain its listing while a substantial proportion of the portfolio was realised and before the Company entered into voluntary liquidation. The Board, together with the Manager, has reviewed alternative methods of distribution to Shareholders and has concluded that a cash distribution as part of a liquidation offers material advantages compared with alternative routes, such as a tender offer, which would have required Shareholders to elect whether or not to participate. The benefits of a distribution in liquidation compared with such alternatives are: the pro-rata distribution of cash to all Shareholders, including those who did not or might not have been able to respond to a tender offer; pro rata exposure to the remaining unsold, illiquid assets for all Shareholders; and a reduction in the overall running costs of the Company, to reflect the significant reduction in the size of the portfolio remaining after an initial cash distribution.

Given these advantages and the high percentage of cash now in the portfolio, the Board is putting forward proposals for the liquidation of the Company, with the distribution of this cash expected to take place shortly after the appointment of the Liquidators, with further payments to follow when the remaining investments are sold.

The Board believes that approval of a Members' Voluntary Liquidation at the General Meeting is in the best interests of the Company and Shareholders as a whole and recommends that you vote in favour of the Resolution at the General Meeting.

Proposals

Shareholders will be able to realise their investment in the Company by way of a voluntary liquidation of the Company. The Members' Voluntary Liquidation is conditional upon Shareholder approval of the Resolution. If the Resolution is not passed the Company shall continue in operation until other proposals can be put forward.

If the Resolution to place the Company in Members' Voluntary Liquidation is passed, the Liquidators are expected to make an initial cash distribution shortly after their appointment and will work with the Manager to realise the remaining investments and distribute further proceeds to Shareholders. Unfortunately, it is not possible to indicate how long this process may take. So far as possible, the Liquidators and the Manager will seek to ensure that the Company's tax status as an investment trust is maintained throughout this process, although this cannot be guaranteed.

Subject to Shareholder approval, Gareth Rutt Morris and Andrew Martin Sheridan of FRP Advisory Trading Limited will be appointed as joint liquidators to the Company and their remuneration shall be determined by the Company. Upon the appointment of the Liquidators, all powers of the Board will cease, the Board will stand down, and the Liquidators will be responsible for the affairs of the Company until it is wound up. Following their appointment, the Liquidators will make an initial cash distribution, discharge the liabilities and satisfy all the creditors of the Company, divide the surplus assets of the Company among the Shareholders according to their respective rights and interests in the Company by way of further distributions and eventually dissolve the Company.

Appointment of Liquidators and Liquidation

The Company is taking steps to ensure that the appointments of certain service providers will terminate should the Resolution be passed.

It is intended that the Manager, given its knowledge of the portfolio, will be retained to assist the Liquidators with the sale of the remaining assets. On 20 February 2020, the Company and the Manager entered into a side letter to the Investment Management Agreement pursuant to which it was agreed that, in the event that the Company enters into liquidation, with effect from the date of entering into liquidation the management fee will be reduced to 0.50 per cent. per annum of the NAV (but with any cash and cash-equivalent securities excluded from the calculation of NAV for the purposes of determining the management fee). The management fee will remain calculated and accrued weekly and paid quarterly in arrears by the Liquidators.

The Board appreciates greatly the leadership and dedication to Shareholders' interests Alex Barr has shown throughout his time as senior portfolio manager to the Company. Alex will be leaving Janus Henderson on 30 November 2020 and will be retained by the Company as a senior adviser through the initial stage of liquidation. He, together with the remaining Janus Henderson fund management team of James de Bunsen and Peter Webster, will focus on assisting and advising the Liquidator in realising in an orderly and financially efficient manner, on behalf of all Shareholders, the assets within the existing portfolio which remain unsold at the time of the entry into liquidation of the Company.

In addition, the Company's registrars, Computershare Investor Services PLC, will be retained by the Company during the liquidation period.

Special Dividend

In order to retain investment trust status for the period between 1 April 2020 and 30 November 2020, the Company will pay an interim dividend of 2.0 pence per Ordinary Share on 30 November 2020 to Shareholders on the Register on 20 November 2020.

Costs of the proposals

It is expected that the total costs and expenses of winding-up the Company will be approximately £305,000 (plus VAT, where applicable), which includes the fees of the Liquidators and those of the Company's advisers in connection with the liquidation.

Suspension and cancellation of listing and trading of the Ordinary Shares

The Register will be closed at 6.00 p.m. on 27 November 2020. Application will be made to the FCA for the suspension of the listing of the Ordinary Shares on the Official List and application will be made to the London Stock Exchange for suspension of trading in the Ordinary Shares at 7.30 a.m. on 30 November 2020.

The last day for dealings in the Ordinary Shares on the London Stock Exchange on a normal rolling two-day settlement basis will be 25 November 2020. After 25 November 2020, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Registrars by close of business on 27 November 2020. Transfers received after that time will be returned to the person lodging them and, if the Resolution is passed, the original holder will receive any proceeds from distributions made by the Liquidators.

If the Resolution is passed, the Company will make an application for the cancellation of the admission of the Ordinary Shares to listing on the Official List and to trading on the Main Market immediately following the General Meeting with the cancellation expected to take effect at 8.00 a.m. on 1 December 2020.

After the liquidation of the Company and the making of the final distribution to Shareholders (if any), existing certificates in respect of the Ordinary Shares will cease to be of value and any existing credit of the Ordinary Shares in any stock account in CREST will be redundant.

Recommendation

The Board considers the Members' Voluntary Liquidation of the Company to be in the best interests of the Company and Shareholders as a whole. Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolution to be proposed at the General Meeting as the Directors intend to do in respect of their own beneficial holdings totalling 15,000 Ordinary Shares (representing 0.04 per cent. of the total voting rights in the Company).

Expected timetable of events

* Actual date to be determined by the Liquidators.

The dates set out in the expected timetable above may be adjusted by the Company, in which event details of the new dates will be notified via an announcement made through a Regulatory Information Service. All references to time in this document are to the time in London.

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