JANUS HENDERSON FUND MANAGEMENT UK
LIMITED
THE EUROPEAN SMALLER COMPANIES TRUST
PLC
Legal Entity Identifier:
213800N1B1HCQG2W4V90
5 February 2025
This announcement contains
information that is inside information for the purposes of Article
7 of the UK version of Regulation (EU) No. 596/2014 which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the Market Abuse Regulation).
THE EUROPEAN SMALLER
COMPANIES TRUST PLC
("ESCT"
or the "Company")
Results of Requisitioned
General Meeting
The Board of The European Smaller
Companies Trust PLC is pleased to announce that Resolutions 1 to 6
put forward at the Requisitioned General Meeting held earlier today
were defeated on a poll.
A total of 188 million shares were
voted against the Resolutions, representing 62.1% of the total
votes cast, or 99.5% of the shares voted excluding the shares held
by Saba. This illustrates the almost complete absence of support
for Saba's proposals amongst other shareholders.
James Williams, Chairman of The European Smaller Companies
Trust PLC, said:
"Today's vote is a clear and complete
rejection of Saba's proposals and a resounding endorsement of
ESCT's proven investment strategy, the quality of its independent
Board and the manager's ability to deliver
outperformance.
"Our shareholders have spoken loudly and clearly with 99.5% of
votes cast by shareholders, other than Saba, voting against the
resolutions.
"We are grateful for the overwhelming support from
shareholders, which demonstrates confidence in the manager's
ability to continue delivering long-term outperformance. Over 76%
of the share capital was voted today and we sincerely thank every
investor who took the time to safeguard their
Company.
"Saba's failure to articulate a coherent investment strategy
or provide clarity on fees and governance has been a key concern
throughout this process. Shareholders have rejected uncertainty in
favour of stability, performance, and a strategy that has
consistently delivered returns.
"We will continue to focus on generating value for
shareholders through disciplined, long-term investment in European
smaller companies. The sector is attractively valued, and we are
committed to executing our proven investment strategy to identify
and invest in high-potential businesses. We hope that, with today's
result, Saba will choose to engage constructively in the best
interests of all shareholders."
Results of the Requisitioned General Meeting
All of the Resolutions were voted on
by way of a poll and the results are shown in the table
below:
|
|
Votes For
|
Votes
Against*
|
Total Votes
Cast
|
Votes
Withheld
|
|
Resolution
|
Number
|
% of Shares
voted
|
Number
|
% of Shares
voted
|
Number
|
% of total voting
rights
|
Number
|
|
1. To remove Daniel Burgess as a
director of the Company
|
114,769,943
|
37.92
|
187,925,433
|
62.08
|
302,695,376
|
76.86
|
69,272
|
|
2. To remove Ann Grevelius as a
director of the Company
|
114,671,231
|
37.88
|
188,014,923
|
62.12
|
302,686,154
|
76.86
|
78,494
|
|
3. To remove Simona Heidempergher as
a director of the Company
|
114,795,031
|
37.92
|
187,900,345
|
62.08
|
302,695,376
|
76.86
|
69,272
|
|
4. To remove James Williams as a
director of the Company
|
114,656,746
|
37.88
|
188,038,630
|
62.12
|
302,695,376
|
76.86
|
69,272
|
|
5. To appoint Doug Hirsch as a
director of the Company
|
114,777,378
|
37.93
|
187,837,314
|
62.07
|
302,614,692
|
76.84
|
149,956
|
|
6. To appoint Paul Kazarian as a
director of the Company
|
114,774,382
|
37.93
|
187,826,375
|
62.07
|
302,600,757
|
76.84
|
163,891
|
* Includes discretionary votes.
On a poll, shareholders are entitled
to one vote per share. Where shareholders appointed the Chairman of
the Requisitioned General Meeting as their proxy with discretion as
to voting, their votes were cast against all Resolutions and their
shares have been included in the "Votes Against" column. A vote
withheld is not a vote in law and is not counted in the calculation
of the proportion of votes "for" or "against" the relevant
Resolution.
The Company had 394,632,326 ordinary
shares of 1.5625 pence each in issue at the voting record time for
the Requisitioned General Meeting. The Company holds 817,028 shares
in treasury. Therefore, the total voting rights in the
Company for the purpose of the Requisitioned General Meeting
comprised 393,815,298 votes.
The Board has appointed Civica
Election Services as independent assessor to report on the poll
held at the Requisitioned General Meeting in respect of each of the
Resolutions.
The results of the poll votes will
shortly be available via the Company's website at
www.europeansmallercompaniestrust.com.
The full text of the Resolutions is
contained in the Notice of Requisitioned General Meeting contained
in the circular published by the Company on 8 January 2025 (the
"Circular"). The Circular is
available for viewing on the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website.
Enquiries:
Janus Henderson Secretarial Services
UK Limited
Corporate Secretary to The European
Smaller Companies Trust PLC
+44 (0)20 7818
1818
Dan Howe
Head of Investment Trusts, Janus
Henderson Investors
+44 (0)20 7818 1818
Winterflood Securities
Limited
Neil Langford / Rose Ramsden
(Corporate Finance)
Darren Willis / Innes Urquhart
(Corporate Sales)
+44 (0)20 3100 0000
Edelman Smithfield
John Kiely / Latika Shah
+44 (0)7785 275 665 / +44 (0)7950
671 948
