GOT Global Opportunities Trust Plc

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 OR ANY OTHER JURISDICTION WHERE TO DO SO MAY RESULT IN THE CONTRAVENTION OF ANY REGISTRATION OR OTHER LEGAL REQUIREMENT OF SUCH JURISDICTION

26 January 2022

EP Global Opportunities Trust plc

Legal Entity Identifier: 2138005T5CT5ITZ7ZX58

As detailed in the circular published by EP Global Opportunities Trust plc (the "Company") on 24 November 2021, the Board is proposing to return up to 20 per cent. of the issued share capital of the Company to Shareholders by way of a tender offer (the "Tender Offer")

The Company has today published a circular (the "Circular") providing shareholders with full details of the Tender Offer. 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 (https://www.epgot.com/) Save as otherwise defined in this announcement, terms defined in the Circular shall bear the same meaning in the announcement.

Details of the Tender Offer

The Tender Offer will enable those Shareholders (other than Restricted Shareholders and certain Overseas Shareholders) who wish to sell some or all of their Shares to elect to do so, subject to the overall limits of the Tender Offer. Shareholders who successfully tender Shares will receive the Tender Price per Share, being the NAV per Share as at 24 February 2022 less a 2 per cent. discount and the costs and expenses associated with the Tender Offer.

Under the terms of the Tender Offer, which is being made by Panmure Gordon (UK) Limited ("Panmure Gordon"), Shareholders (other than Restricted Shareholders and certain Overseas Shareholders) will be entitled to tender up to their Basic Entitlement, rounded down to the nearest whole Share. Shareholders may also tender additional Shares, but any such excess tenders above the Basic Entitlement will only be satisfied, on a pro rata basis, to the extent that other Shareholders tender less than their aggregate Basic Entitlement.

The Tender Price will be announced on 28 February 2022 in accordance with the calculation method set out in the Circular. The maximum number of Shares that will be purchased under the Tender Offer will be 20 per cent. of the issued share capital of the Company. The Basic Entitlement will be 20 per cent. of the shares held by a Shareholder as at the Record Date.  

Subject to the satisfaction of the conditions relating to the Tender Offer, Panmure Gordon will purchase, as principal, Shares validly tendered under the Tender Offer at the Tender Price. Following completion of those purchases, it will then sell all the relevant Shares back to the Company pursuant to the Repurchase Agreement at the Tender Price by way of an on-market transaction on the main market of the London Stock Exchange. The Shares which the Company acquires from Panmure Gordon will be held in treasury. The repurchase of Shares by the Company under the Repurchase Agreement will be funded from the Company's special reserves.

The Tender Offer is subject to the terms and conditions set out in the Circular. The Tender Offer may also be terminated in certain circumstances as set out in the Circular. Shareholders should note that, once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.

Existing Share buy-back authority

The Company's authority to repurchase its own Shares, which was granted at the last annual general meeting of the Company held on 21 April 2021, in respect of up to 14.99 per cent. of the Company's issued share capital as at the date of that meeting, will remain in force and be unaffected by the Tender Offer.

Due to US regulatory requirements, the Board does not intend to undertake any Share buy backs between publication of this document and the close of the Tender Offer at 1.00 p.m. on 24 February 2022.

Estimated costs and expenses

The fixed costs relating to the Tender Offer are expected to be approximately £193,000 including VAT. The foregoing figure does not include stamp duty or the commission payable to Panmure Gordon, being an amount equal to 0.2 per cent. of the value, at the Tender Price, of the Shares purchased by Panmure Gordon pursuant to the Tender Offer. Assuming the Tender Offer is taken up in full, the Company estimates that the cost of stamp duty will be approximately £113,000 and the commission payable to Panmure Gordon will be approximately £45,000. All costs and expenses relating to the Tender Offer will be borne by Shareholders participating in the Tender Offer. Assuming the Tender Offer is taken up in full, and based on the NAV per Share at 24 January 2022, the aggregate costs and expenses would equate to approximately 1.5 per cent. of the NAV per Share.

Overseas Shareholders and Restricted Shareholders

The making of the Tender Offer to persons outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdictions. Shareholders with registered or mailing addresses outside the United Kingdom or the United States who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom or the United States should read carefully the relevant sections of the Circular.

The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Jurisdictions. Restricted Shareholders are being excluded from the Tender Offer in order to avoid offending applicable local laws relating to the implementation of the Tender Offer. Accordingly, copies of the Tender Form are not being and must not be mailed or otherwise distributed in or into Restricted Jurisdictions.

It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to participate in the Tender Offer.

Action to be taken for Tender Offer

Only Shareholders whose names appear on the Register on the Record Date, being 6.00 p.m. on 24 February 2022, are able to participate in the Tender Offer in respect of the Shares held as at that time.

Shareholders should refer to the relevant sections of the Circular for further information on the tendering options available. Shareholders who hold their Shares in certificated form should note that they should return their share certificate(s) and/or other document(s) of title in respect of the Shares tendered with their Tender Form. A Tender Form submitted without the related share certificate or other document(s) of title representing the amount of Shares to be tendered will be treated as invalid.

Recommendation

The Board considers that the Tender Offer as set out in the Circular is in the best interests of the Company and its Shareholders as a whole.

The Board makes no recommendation to Shareholders as to whether or not they should tender all or any of their Shares in the Tender Offer. Whether or not Shareholders decide to tender their Shares will depend, amongst other factors, on their view of the Company's prospects and their own individual circumstances, including their own tax position.

The Directors and Dr Nairn do not intend to tender their Basic Entitlement in the Tender Offer.

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

26 January 2022