Montanaro Regulatory News (MTE)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in any jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

LEI: 213800CWSC5B8BG3RS21

8 June 2026

Publication of Circular for Second Tender Offer to improve liquidity under Value-Enhancing Initiatives set out by the Board

In March 2025 the Board of Montanaro European Smaller Companies Trust plc (the "Company") introduced three strategic initiatives designed to strengthen the investment proposition and deliver value for all shareholders. These included:

· Regular tender offers targeted at improving liquidity;

· Active share buy back policy aimed at reducing volatility of the discount; and

· Reduced management fees which took effect from 1 April 2025.

The tender offers seek to balance improving liquidity for shareholders whilst remaining cognisant of the liquidity constraints of the underlying portfolio by offering Shareholders the opportunity to tender their Shares to the Company twice a year around the time of the interim and final results publication. In line with these strategic initiatives, the Company announces that it has today published a circular (the "Circular") in respect of the next upcoming biannual tender offer.

The Tender Price has again been set at a 5% discount to the prevailing Net Asset Value per Share as at the Calculation Date. This reflects the wider spreads amongst smaller companies and the cost associated with the exercise, allowing Shareholders who wish to realise a portion of their holding to do so at a price close to NAV whilst potentially providing for a modest uplift to Net Asset Value per Share for continuing Shareholders.

The Tender Offer is being made for up to 6,224,197 Shares, being 5% of the Shares in issue at the Latest Practicable Date.

An Eligible Shareholder tendering up to 5% of the Shares in their name on the Register as at the Tender Record Date (their "Basic Entitlement") will have their tender satisfied in full. Any Eligible Shareholder tendering more than their Basic Entitlement will have their Excess Application satisfied if there are sufficient remaining Available Shares. Such Available Shares shall be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement and as a result of certain Overseas Shareholders not being permitted to participate in the Tender Offer.

The expected timetable of principal events is set out at the end of this announcement.

A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available on the Company's website at https://montanaro.co.uk/trust/mesct.

Unless otherwise defined, all definitions used in this announcement will have the same meaning as described in the Circular.

Gordon Neilly, Chairman of Montanaro European Smaller Companies Trust, commented:

"As part of our ongoing commitment to delivering value-enhancing initiatives for our shareholders, I am pleased to confirm the publication of our circular regarding the second tender offer. The tender offer reflects the Board's dedication to optimising shareholder returns while maintaining the Trust's long-term strategic objectives. We believe this step underscores our proactive approach to capital management and our alignment with shareholder interests.

"The Montanaro European Smaller Companies Trust is well positioned to capitalise on renewed investor interest in Europe, with a clear focus on high-quality growth opportunities. Our team of highly experienced professionals are dedicated to smaller company research, with a proven track record of finding tomorrow's winners, today. Together, this underpins what we believe is a compelling opportunity for long-term investors."

Contacts:

Montanaro Asset Management

Investment Manager

+44(0)20 7448 8600

Cavendish Capital Markets, Corporate Broker

Robert Peel / Andrew Worne / Anthony Debson

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The times and dates set out in the expected timetable and mentioned in the Circular may, in certain circumstances, be adjusted by the Board, in which event, details of the new times and dates will be notified, as required, to the London Stock Exchange and, where appropriate, to Shareholders and an announcement will be made through a Regulatory Information Service.

All references to times in this announcement are to London time (GMT) unless otherwise stated.

Notice for U.S. Shareholders

The Tender Offer relates to securities in a non-US 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. The Circular has been prepared in accordance with UK style and practice for the purpose of complying with the laws of Scotland, the UK Listing Rules and the rules of the London Stock Exchange. US shareholders should read this entire document. Any financial information relating to the Company has been prepared in accordance with UK-adopted international accounting standards 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 US 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 (the "Exchange Act"), subject to the exemptions provided by Rule 14d-1(d) thereunder and otherwise in accordance with the requirements of the UK Listing Rules. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures. US Shareholders should note that the Company is not listed on a US 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.

It may be difficult for US shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and its officers and directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.

To the extent permitted by applicable law and in accordance with normal UK practice, the Company, Cavendish, 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 Cavendish 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 Exchange Act, by virtue of relief granted by the SEC Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with applicable Scottish and English law and regulation, including the UK Listing Rules, 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.