JANUS HENDERSON FUND MANAGEMENT UK LIMITED
HENDERSON EUROPEAN FOCUS TRUST PLC
LEGAL ENTITY IDENTIFIER: 213800GS89AL1DK3IN50
19 June 2024
HENDERSON EUROPEAN FOCUS TRUST PLC
General Meeting of the Company
held at 11.00 am on Wednesday 19 June 2024
Henderson European Focus Trust plc (the 'Company') announces that at the General Meeting held earlier today all resolutions proposed were duly passed on a poll. This included:
As ordinary resolutions:
§ Resolution 1: To authorise the directors to allot new ordinary shares up to an aggregate nominal value of £12,500,000 (representing approximately 117% of the issued share capital of the Company (excluding treasury shares) as at 20 May 2024) in connection with, and conditional on, the scheme of reconstruction and members' voluntary winding-up of Henderson EuroTrust plc (the 'Scheme') becoming effective; and
§ Resolution 2: To adopt the proposed investment objective and policy set out in the Company's circular to shareholders dated 20 May 2024 (the 'Circular'), conditional on the Scheme becoming effective.
As a special resolution:
§ Resolution 3: To authorise the directors to make market purchases of the Company's shares pursuant to the tender offer described, and on the terms set out, in the Circular (the 'Tender Offer').
The Tender Offer and the Scheme remain conditional upon, amongst other things, the passing of the HNE Resolutions to approve the Scheme and the winding-up of HNE at the HNE General Meetings, and the Company expects to make further announcements in due course.
The full text of the resolutions can be found in the Circular, which can be viewed on the Company's website at: www.hendersoneuropeanfocus.com. Terms used and not defined in this announcement shall have the meanings given to them in the Circular.
The poll results were as follows:
| Resolution | Number of votes FOR | % of votes FOR | Number of votes AGAINST | % of votes AGAINST | Total votes cast | % Issued Share Capital | Votes withheld | |
| Ordinary | | |||||||
| 1. | To allot new ordinary shares in connection with the Scheme | 103,020,588 | 99.85% | 151,786 | 0.15% | 103,172,374 | 48.49 | 89,648 |
| 2. | To adopt the proposed investment objective and policy set out in the Circular | 103,022,178 | 99.85% | 152,098 | 0.15% | 103,174,276 | 48.49 | 87,746 |
| Special | | | | | | | | |
| 3. | To make market purchases of shares pursuant to the Tender Offer | 102,845,636 | 99.68% | 331,967 | 0.32% | 103,177,603 | 48.49 | 84,419 |
For the purposes of section 341 of the Companies Act 2006, the votes validly cast are expressed in the table above as a percentage of the Company's total voting rights as at the close of business on 17 June 2024 (212,768,122), being the time at which a shareholder had to be registered in the register of members in order to vote at the general meeting. A vote "withheld" is not a vote in law and has not been counted as a vote "for" or "against" a resolution.
The number of ordinary shares in issue at the date of this announcement is 216,389,910. On a poll the voting rights are one vote for every one share held. The number of voting rights is 212,768,122 (3,621,788 shares being held in treasury).
The poll results will shortly be available on the Company's website at: www.hendersoneuropeanfocus.com.
The resolutions will be submitted to the National Storage Mechanism ("NSM") and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For further information please contact:
| Neil Morgan Winterflood Securities Limited Corporate Broker Tel: 020 3100 0000 | Harriet Hall Investment Trust PR Director Janus Henderson Investors Tel: 020 7818 2919 |
| Vicky Hastings Chair of the Board Henderson European Focus Trust plc Tel: 020 7818 2220 |
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