TIDMTRG
RNS Number : 0152P
TR European Growth Trust PLC
14 October 2021
TR EUROPEAN GROWTH TRUST PLC
Legal Entity Identifier: 213800N1B1HCQG2W4V90
14 October 2021
TR EUROPEAN GROWTH TRUST PLC
Change of Name, Share Split, Change in Management Fees, Change
in Benchmark and Smaller Related Party Transaction
TR European Growth Trust PLC (the "Company") has today published
its annual report and accounts for the period ended 30 June 2021
which contained details of certain changes that the Board intends
to implement following a strategic review of the Company's
investment objective, operations and positioning in the market.
The review concluded that the investment objective and policy
continued to meet investors' demands and the investment approach
was well suited to the objective and the long-term nature of the
Company. However, the review highlighted that more could be done to
improve the Company's positioning in relation to the retail
investment market and a number of changes have been proposed which
are intended to assist in bringing the Company's investment
proposition to this growing section of the market being, a change
in the Company's name, a share split and a reduction in management
fees. In addition, the Board is proposing to change the benchmark
to provide greater operational efficiency. Full details of the
proposed changes are set out in this announcement.
Change of Name
The Company intends to apply to change its name to "The European
Smaller Companies Trust PLC". The Board is of the view that the
proposed name better reflects the Company's investment strategy of
investing in European smaller companies. In conjunction with the
name change, the Company's ticker will also change to ESCT . An
update on timing will be provided in due course following the
application being made to change the Company's name.
Share Split
The Company is proposing to undertake a sub-division (the "Share
Split") of each ordinary share of 12.5p ("Existing Ordinary
Shares") into eight new ordinary shares of 1.5625p each ("New
Ordinary Shares") subject to the approval of the Share Split at the
Company's Annual General Meeting ("AGM"), which will be held on
Monday, 29 November 2021 at 12.30pm. The Share Split is intended to
improve the liquidity of the Company's shares and enhance the
ability of investors to make more efficient regular monthly
investments on share dealing platforms.
The Share Split is also conditional on the New Ordinary Shares
being admitted to the Official List of the Financial Conduct
Authority and to trading on the London Stock Exchange's main market
for listed securities. Applications for such admissions ("Admission
Applications") are being made and it is expected that such
admissions will become effective, and that dealings in the New
Ordinary Shares will commence, at 8.00am on Monday, 13 December
2021, at which time the Share Split will become effective. The last
day of trading in the Existing Ordinary Shares is expected to be
Friday, 10 December 2021 and the record date for the Share Split is
6.00pm on that date ("Record Date").
Shareholders will receive eight New Ordinary Shares in exchange
for each Existing Ordinary Share held at the Record Date and voting
rights will be amended to being one vote per New Ordinary Share.
CREST accounts are expected to be credited with New Ordinary Shares
on Monday, 13 December 2021 and share certificates in respect of
the New Ordinary Shares are expected to be posted to shareholders
no later than Monday, 17 January 2022.
The New Ordinary Shares will have a new ISIN and SEDOL as
follows:
New ISIN: GB00BMCF8689
New SEDOL: BMCF868
The ticker for the New Ordinary Shares will initially continue
to be TRG, however, on the change of the Company's name as
described above, the ticker will change to ESCT.
The New Ordinary Shares will rank pari passu with each other and
will be subject to the same rights and restrictions as the Existing
Ordinary Shares. A holding of New Ordinary Shares following the
sub-division will represent the same proportion of the issued
ordinary share capital of the Company as the corresponding holding
of Existing Ordinary Shares.
On the basis that there are currently 50,108,397 Existing
Ordinary Shares in issue, following completion of the Share Split,
there will be 400,867,176 New Ordinary Shares in issue. Therefore,
as at 13 December 2021, the total number of voting rights in the
Company will be 400,867,176.
Change in Management Fees
The Board and the Company's investment manager, Henderson
Investment Funds Limited ("Investment Manager"), have agreed
revised management fees of 0.55% of net assets up to GBP800m and
0.45% thereafter, with effect from 1 October 2021. This is a
reduction from the existing management fee arrangements of 0.6% of
net assets up to GBP500m and 0.5% thereafter. The Company's
existing performance fee arrangements remain unchanged (save as
described below in respect of the benchmark).
Change in Benchmark, Non-Material Change in Investment Policy
and Smaller Related Party Transaction
As a matter of operational efficiency, the Company will replace
its current benchmark, the Euromoney Smaller European Companies (ex
UK) Index ("EMIX Europe SC Index") with the MSCI Europe ex UK Small
Cap Index ("MSCI Europe SC Index"). The EMIX Europe SC Index and
the MSCI Europe SC Index have a high level of correlation, and this
change is not a reflection of any change in investment approach by
the Company or the Investment Manager. This change will improve the
quality of the benchmark data available to the fund management team
on a day-to-day basis and aligns the benchmark with a number of the
Company's peers. This change will become effective from 1 July
2022, the start of the next financial year.
Whilst this change will not affect the management of the
portfolio, it will have an indirect impact on the Company's formal
investment policy, which refers to the benchmark, and performance
fees payable by the Company to the Investment Manager, which are
determined based on performance relative to the benchmark.
The change in investment policy to adopt the MSCI Europe SC
Index as the reference benchmark is considered to be a non-material
change and the policy will be updated with effect from 1 July
2022.
The Company and the Investment Manager have entered into an
agreement (the "Agreement") to reflect the change in the benchmark
from EMIX Europe SC Index to MSCI Europe SC Index in connection
with the calculation of the performance fee with effect from 1 July
2022. The performance relative to the benchmark for years prior to
1 July 2022 for the purposes of the calculation of any performance
fees (which is calculated on a three-year rolling basis), shall
remain unchanged and will continue to be calculated relative to
EMIX Europe SC Index.
The Agreement is considered a smaller related party transaction
for the purposes of Listing Rule 11.1.10R.
Enquiries :
Christopher Casey Ollie Beckett
Chairman Fund Manager
TR European Growth Trust PLC Janus Henderson Investors
Telephone: 020 7818 5919 Telephone: 020 7818 4331
James de Sausmarez Laura Thomas
Head of Investment Trusts Investment Trust PR Manager
Janus Henderson Investors Janus Henderson Investors
Telephone: 020 7818 3349 Telephone: 020 7818 2636
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