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.
EXPECTED
TIMETABLE |
|
|
2022 |
|
Publication of the Circular and
Tender Offer opens |
26 January |
|
Latest time and date for receipt of
Tender Forms and submission of TTE Instructions from
Shareholders |
1.00 p.m. on 24
February |
|
Record Date for the Tender
Offer |
6.00 p.m. on 24
February |
|
Calculation Date for Tender
Offer |
24 February |
|
Results of Tender Offer elections
announced and Tender Price announced |
28 February |
|
CREST accounts credited for revised
uncertificated shareholdings of Shares (or, in the case of
unsuccessful tenders, for entire holdings of Shares) |
By 7 March |
|
CREST Settlement Date: payments
through CREST made and CREST accounts settled |
By 7 March |
|
Balancing share certificates and
cheques despatched to certificated Shareholders |
By 7 March |
|
Notes |
|
1. References to times
in the Circular are to London time. |
|
2. The dates set out in
the expected timetable may be adjusted by Panmure Gordon, with the
consent of the Company, in which event details of the new dates
will be notified to Shareholders by an announcement made by the
Company through a Regulatory Information Service.
|
|
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