26th Sep 2025 11:16
JANUS HENDERSON FUND MANAGEMENT UK LIMITED
HENDERSON EUROPEAN TRUST PLC
LEGAL ENTITY IDENTIFIER: 213800GS89AL1DK3IN50
26 September 2025
HENDERSON EUROPEAN TRUST PLC
(the "Company")
RESULT OF SECOND GENERAL MEETING
In connection with the recommended proposals for the voluntary winding-up of the Company and combination with Fidelity European Trust PLC ("FEV"), the Board is pleased to announce the result of the Second General Meeting.
The Company announces that the special resolution to place the Company into members' voluntary liquidation was voted on and approved by Shareholders at the Second General Meeting held earlier today. Accordingly, Gareth Rutt Morris and Jonathan Dunn, each licensed insolvency practitioners of FRP Advisory Trading Limited of Kings Orchard, 1 Queen Street, Bristol, BS2 0HQ have been appointed as joint liquidators of the Company. Details of the number of votes cast for, against and withheld in respect of the resolution, which was held on a poll, are set out below and will also be published on the Company's website.
Special Resolution | Votes For (including Discretionary) | % | Votes Against | % | Total Votes Cast | Votes Withheld |
To place the Company into members' voluntary liquidation and appoint the Liquidators. | 131,262,678 | 99.66%
| 453,563 | 0.34% | 131,716,241 | 155,088 |
1. The number of Ordinary Shares in issue as at the voting record time of 6.00 p.m. (London time) on 24 September 2025 (the "Voting Record Time") was 309,108,191. As at that date no Shares were held in treasury. Therefore, the total number of voting rights in the Company as at the Voting Record Time was 309,108,191.
2. A 'vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against the resolution.
The full text of the special resolution passed at the Second General Meeting is set out in the Notice of Second General Meeting contained in the Company's circular to Shareholders dated 21 August 2025 (the "Circular"). The Circular is available for viewing on the Company's website and at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of the special resolution will be submitted to the National Storage Mechanism and will shortly be available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Suspension and Cancellation of Reclassified Shares
In accordance with the timetable, 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, 26 September 2025 in anticipation of the Second General Meeting.
Entitlements under the Scheme
As at the Calculation Date, Shareholders' entitlements under the Scheme calculated in accordance with the terms of the Scheme were as follows:
§ HET Rollover Pool FAV per Share: 210.965548 pence
§ HET Cash FAV per Share: 205.264694 pence
§ FEV FAV per Share: 413.499300 pence
Therefore, Shareholders will receive the following:
For Shareholders that elected (or are deemed to have elected) for the Rollover Option:
§ each Reclassified Share with "A" rights attached to it will receive 0.510196 New FEV Shares.
Fractional entitlements to New FEV Shares will not be issued under the Scheme and entitlements will be rounded down to the nearest whole number.
For Shareholders that elected for the Cash Option:
§ each Reclassified Share with "B" rights attached to it will receive 205.264694 pence in cash.
No cash payment shall be made or returned in respect of any fractional entitlements which will be retained for the benefit of FEV.
As set out in the Circular, the Directors have set aside sufficient assets in the Liquidation Pool to meet all estimated current and future, actual and contingent liabilities of the Company, including the costs of the winding-up of the Company and the costs of implementing the Scheme.
The Liquidation Pool will be applied by the Liquidators in discharging all current and future, actual and contingent liabilities of the Company and any balance remaining after discharging such liabilities will in due course be distributed to Shareholders on the Register on the Record Date in accordance with the terms of the Scheme.
Following the appointment of the Liquidators, all further enquiries regarding the Company should be made to the Liquidators, whose contact details are below.
In accordance with the timetable, Shareholders will receive their New FEV Shares: (i) in relation to Shareholders who hold their Shares in CREST, via CREST on 29 September 2025; and (ii) in relation to certificated Shareholders, within 14 calendar days of the Effective Date.
Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meanings given to them in the Circular.
For further information please contact:
Liquidators Gareth Rutt Morris Jonathan Dunn
|
011 7203 3700 |
Deutsche Numis Nathan Brown Matt Goss |
020 7547 0569 020 7260 1642 |
| |
Corporate Secretary, Janus Henderson Secretarial Services UK Limited | 020 7818 1818 |
Related Shares:
Hend.eur.tst AHend.eur.tst B