GOT Global Opportunities Trust Plc

 
TIDMEPG 
 
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                   26 January 
opens 
 
Latest time and date for receipt of Tender       1.00 p.m. on 24 February 
Forms and submission of TTE Instructions 
from Shareholders 
 
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                   28 February 
and Tender Price announced 
 
CREST accounts credited for revised                            By 7 March 
uncertificated shareholdings of Shares (or, 
in the case of unsuccessful tenders, for 
entire holdings of Shares) 
 
CREST Settlement Date: payments through                        By 7 March 
CREST made and CREST accounts settled 
 
Balancing share certificates and cheques                       By 7 March 
despatched to certificated Shareholders 
 
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 
 
 
 
END 
 
 

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