For immediate release.
NOT FOR DISTRIBUTION IN THE UNITED STATES.
The information communicated in this announcement is deemed to constitute inside information as stipulated under the UK version of the Market Abuse Regulation (EU) No. 596/2014 (as incorporated into UK Law by virtue of the European Union (Withdrawal) Act 2018, and as subsequently amended ("UK MAR"). Upon the publication of this announcement, this information is considered to be in the public domain.
7 August 2026
European Opportunities Trust PLC
("EOT" or the "Company")
Results of Second General Meeting & Scheme Entitlements
LEI: 549300XN7RXQWHN18849
Results of the Second General Meeting
In connection with the proposals for the scheme of reconstruction and members' voluntary winding up of the Company under section 110 of the Insolvency Act 1986 (the "Scheme") and the associated transfer of certain of the assets and undertaking of the Company to each of JPMorgan European Growth & Income plc ("JEGI") and LT European Opportunities Fund ("LEO"), the Board of the Company is pleased to announce that the Resolution to place the Company into members' voluntary liquidation, and approve the appointment of Derek Neil Hyslop and Richard Peter Barker (together the "Liquidators") as joint liquidators of the Company, which was put forward at the Second General Meeting held today, and was voted on by way of a poll, has been passed by Shareholders.
The result of the poll was as follows:
RESOLUTION To place the Company into members' voluntary liquidation in accordance with the Scheme and grant the Liquidators certain powers. | VOTES FOR (INCLUDING DISCRETIONARY) 17,695,940 | % 99.98 | VOTES AGAINST 3,142 | % 0.02 | VOTES TOTAL 17,699,082 | % ISC REPRESENTED BY TOTAL VOTES CAST(1) 37.93 | VOTES WITHHELD(2) 12,919 |
(1) The number of Shares in issue as at the voting record time of 6.00 p.m. on 5 August 2026 (the "Voting Record Time") was 73,248,154. The Company holds 26,588,712 Shares in treasury. Therefore, the total voting rights in the Company as at the Voting Record Time were 46,659,442 votes (representing 46,659,442 Shares, carrying one vote per Share held).
(2) A "vote withheld" is not a vote in law and has not been counted as a vote "for" or "against" the Resolution.
A copy of the Resolution passed will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism, and on the Company's website at https://www.devonem.com/european-opportunities-trust-plc/.
Suspension and Cancellation of the Reclassified Shares
The Company's Reclassified Shares were suspended from listing on the Official List of the Financial Conduct Authority and from trading on the London Stock Exchange at 7.30 a.m. this morning, 7 August 2026 in anticipation of the Second General Meeting.
The Company, through its advisers, has notified the Financial Conduct Authority and the London Stock Exchange of the Company's intention to cancel the Company's admission of the Reclassified Shares to listing and trading as soon as practicable after the Effective Date.
Scheme Entitlements
The entitlements calculated in accordance with the terms of the Scheme were as follows:
§ JEGI Rollover Pool FAV per Share: 963.610563 pence
§ JEGI FAV per Share: 148.221802 pence
§ LEO Rollover Pool FAV per Share as at the Calculation Date: 964.804575 pence^
§ Cash FAV per Share: 940.685262 pence*
Therefore, Shareholders will receive the following entitlements to New JEGI Shares and/or LEO Shares and/or cash.
For Shareholders that elected (or are deemed to have elected) to receive New JEGI Shares:
§ such persons will receive 6.501139 New JEGI Shares for each Reclassified Share with "A" rights attached to it held by them.
Fractional entitlements to New JEGI Shares will not be issued under the Scheme and entitlements will be rounded down to the nearest whole number. No cash payment will be made or returned in respect of any fractional entitlements.
For Shareholders that elected (or are deemed to have elected) to receive New LEO Shares:
§ for illustrative purposes, such persons would have received 9.648046 New LEO Shares at 100 pence each for each Reclassified Share with "B" rights attached to it held by them, by reference to the LEO Rollover FAV per Share on the Calculation Date.
^The LEO Rollover Pool FAV is required to be revalued by LEO's custodian as at the Effective Date owing to the Financial Conduct Authority rules governing the issue of the LEO Shares. The value of Shareholders' entitlements under the LEO Rollover Option will, therefore, be affected by movements in the value of the assets contained in the LEO Rollover Pool between the Calculation Date and the Effective Date.
Fractional entitlements to New LEO Shares will be dealt with by the issue of smaller denomination LEO Shares, each equivalent to one thousandth of a LEO Share, in accordance with the terms of the ICVC Prospectus.
For Shareholders that elected (or are deemed to have elected) for the Cash Option:
§ such persons will receive 940.685262 pence in cash for each Reclassified Share with "C" rights attached to it held by them.
*Note that the Cash FAV per Share is based on the net realisation proceeds of the Cash Pool divided by the number of Reclassified Shares with "C" rights (the "Cash Entitlement").
Liquidation
As noted in the Company's circular to shareholders dated 2 July 2026 (the "Circular"), the Directors have set aside sufficient assets in the Liquidation Pool to meet all estimated liabilities and contingencies, including the costs of the winding up of the Company and the costs of implementing the Scheme. The Directors have also provided in the Liquidation Pool for a retention of £100,000 which they, together with the Liquidators, consider sufficient to meet any unknown or unascertained liabilities of the Company.
The Liquidation Pool will be applied by the Liquidators in discharging all current and future liabilities of the Company. The remaining balance of the Liquidation Pool, if any, shall be distributed in cash by the Liquidators via the Registrar pursuant to the Scheme, to all Shareholders on the Register on the Record Date in proportion to their respective holdings of Shares on the Record Date, provided that, if any such amount payable to any Shareholder is less than £5.00, it will not be paid to such Shareholder and will instead be aggregated and paid by the Liquidators to the Nominated Charity.
The Liquidators will also be entitled to make interim payments to such Shareholders on the Register as at the Record Date in proportion to their holdings of Shares. The Liquidators will only make such distribution if there is sufficient cash available and if the Liquidators are of the view that it is cost effective to make an interim distribution. If any interim distribution payable to any Shareholder is less than £5.00, it shall not be paid to the Shareholder but instead shall be retained by the Company and paid by the Liquidators to the Nominated Charity. Shareholders should note that any cash distributions from the Liquidation Pool will be made via the Registrar by cheque in sterling only. For these purposes, any Shares held by Dissenting Shareholders and any Shares held in treasury will be ignored.
Capitalised terms used in this announcement have the meaning as defined in the Circular unless otherwise defined in this announcement. A copy of the Circular has been submitted to the National Storage Mechanism and is available on the Company's website at www.europeanopportunities.com.
Following the appointment of the Liquidators, all further enquiries regarding the Company should be made to the Liquidators, whose contact details are below.
Expected Timetable
LEO Shares issued and New JEGI Shares allotted pursuant to the Scheme 7 August | First day of dealing in LEO Shares 10 August | CREST accounts credited with, and dealings commence in, New JEGI Shares as soon as reasonably practicable on 10 August | Contract notes expected to be despatched in respect of LEO Shares issued pursuant to the Scheme as soon as practicable after the Effective Date | Cheques expected to be despatched and CREST payments made to Shareholders in respect of the Cash Option and share certificates despatched in respect of the New JEGI Shares not later than 10 Business Days after the Effective Date | Cancellation of listing of Reclassified Shares as soon as practicable after the Effective Date | Note: All references to time in this announcement are to UK time. Each of the times and dates in the above expected transaction timetable may be extended or (except for those in relation to the General Meetings) brought forward. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service. |
Enquiries:
Liquidators
Derek Neil Hyslop and Richard Peter Barker [email protected]
Singer Capital Markets (Corporate Broker)
Mark Bloomfield / James Todd (Investment Banking)
Alan Geeves / Sam Greatrex / William Gumpel (Sales)
+44 (0) 207 496 3000
Important Information
This announcement is not for publication or distribution in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of such jurisdictions.
The New JEGI Shares and LEO Shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an exemption from registration under the Securities Act. Moreover, the New JEGI Shares and LEO Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa, or any member state of the EEA (other than any member state of the EEA where the shares are lawfully marketed). Further, JEGI and LEO are not, and will not be, registered under the US Investment Company Act of 1940, as amended.
The value of shares and the income from them is not guaranteed and can fall as well as rise due to, inter alia, stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
This announcement contains statements about the Company that are or may be deemed to be forward looking statements. Without limitation, any statements preceded or followed by or that includes the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance of the negative thereof, may be forward looking statements. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding financial position, strategy, plans, proposed acquisitions and objectives of EOT or the enlarged JEGI, are forward looking statements.
These forward looking statements are not guarantees of future performance. Such forward looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statement. Due to such uncertainties and risks, readers should not rely on such forward looking statements, which speak only as of the date of this announcement, except as required by applicable law. Subject to their respective legal and regulatory obligations, each of EOT and Devon expressly disclaim any obligations or undertaking to update or revise any forward looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority, including FSMA, the Listing Rules, the Prospectus Regulation Rules, the Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR.
None of EOT, Devon or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to any of them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of EOT, Devon and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
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