Fidelity European Trust proposes merger with HET to form £2.1bn trust

Fidelity European Trust PLC and Henderson European Trust (LON:HET) have announced that the companies have entered into heads of terms for a combination of the two companies. This follows a thorough review by the HET Board of the potential options for HET’s future. The combination, if approved by the companies’ respective shareholders, will be effected by way of a scheme of reconstruction pursuant to section 110 of the Insolvency Act 1986, resulting in the voluntary winding up of HET and the associated transfer of part of its cash, assets and undertaking to the Company in exchange for the issue of new ordinary shares in FEV to continuing HET shareholders.

• The Boards of FEV and HET have agreed heads of terms in respect of a proposed combination of the two companies pursuant to a scheme of reconstruction of HET under section 110 of the Insolvency Act 1986.
• The enlarged FEV will continue as the combined entity and, with anticipated net assets of over £2.1 billion,⁽¹⁾ is expected to benefit from enhanced marketability and profile as the flagship UK closed-ended vehicle for investment in Europe.
• The Combined Entity will continue to be managed by Fidelity in accordance with FEV’s existing investment objective and policy. Sam Morse and Marcel Stötzel, FEV’s experienced and award-winning portfolio managers, will continue as the portfolio managers.
• FEV will introduce lower tiered management fee arrangements as part of the Proposals which, together with the economies of scale of the Combined Entity, are expected to result in a material reduction to the Company’s ongoing charges ratio.
• Fidelity will make a significant contribution to the costs of the proposals, equivalent to a waiver of 12 months of management fees in respect of the assets that roll over from HET. The Fidelity contribution, which is currently estimated to have a value of approximately £2.4 million, is expected to fully offset FEV’s direct transaction costs, such that FEV shareholders are not expected to suffer any NAV dilution from the direct costs of the combination. ⁽¹⁾
• The Company’s discount management policy will also be enhanced such that FEV will seek to maintain any discount to net asset value in mid-single digits in normal market conditions.

Following implementation of the Proposals, the enlarged FEV will continue to be managed, in accordance with its existing investment objective and policy, by FIL Investments International with FEV’s experienced and award-winning portfolio managers, Sam Morse and Marcel Stötzel, continuing as the portfolio managers.

The Proposals will be subject to, amongst other things, approval by the shareholders of both FEV and HET in addition to regulatory and tax approvals.

Benefits of the Proposals

The FEV Board believes that, if implemented, the Proposals will have a number of benefits for existing and future FEV shareholders, including:

• Unparalleled scale and enhanced profile: the Combined Entity is anticipated to have net assets in excess of £2.1 billion.⁽¹⁾ As the flagship UK closed-ended vehicle for investment in Europe, the Combined Entity is expected to benefit from enhanced profile and marketability.
• Lower tiered management fees: Fidelity has agreed that, with effect from the admission to listing and trading of the New FEV Shares, the annual management fee payable by the Combined Entity will be reduced to: 0.70 per cent. of net assets of less than £400 million; 0.65 per cent. of net assets between £400 million and £1.4 billion; and 0.55 per cent. of net assets in excess of £1.4 billion (the “Revised Fee Arrangements“).⁽²⁾ This is currently expected to result in a blended annual management fee rate for the Combined Entity of 0.625 per cent. of net assets on completion of the Proposals.⁽¹⁾
• Lower ongoing charges ratio (“OCR”): owing to the Revised Fee Arrangements and the economies of scale of the Combined Entity, the Proposals are expected to reduce the Company’s OCR significantly, allowing it to target an illustrative OCR of 0.68 per cent. for the Combined Entity, representing a material improvement to FEV’s last reported OCR of 0.76 per cent.⁽¹⁾⁽³⁾
• Enhanced liquidity: the scale of the Combined Entity, as the UK’s largest and most liquid European-focused investment trust, is also expected to further enhance secondary market liquidity for the Company’s shareholders (including in relation to its enhanced discount control policy).
• Significant cost contribution from Fidelity: Fidelity has agreed to make a material contribution towards the costs of the Proposals, equivalent to a waiver of 12 months of management fees that would otherwise be payable in respect of the assets to be transferred to FEV under the Scheme. This is expected to fully offset the direct transaction costs for FEV shareholders.⁽¹⁾
• Enhanced discount management policy: in the light of the Proposals, the FEV Board has taken the decision to enhance its discount management policy such that the Company will seek to maintain any discount to net asset value in mid-single digits in normal market conditions.
• Shareholder register: the implementation of the Proposals would allow a number of shareholders to consolidate their holdings across FEV and HET whilst also creating a more diversified shareholder base through a combination of the two share registers.

Further details of the Scheme

Under the Scheme, eligible HET shareholders will be deemed to have elected to receive New FEV Shares in respect of their HET shares save to the extent that they validly elect to receive cash in respect of some or all of their HET shares.

The number of New FEV Shares issued to HET shareholders pursuant to the Rollover Option will be determined on a formula asset value for FAV basis.

The FAV of each company will be calculated based on each companies’ respective net asset values (cum income with debt at par value) as at the Calculation Date, subject to adjustments for any declared but unpaid dividends, the allocation of transaction costs, the financial value of the Fidelity Cost Contribution (discussed below) and, in the case of HET, also taking account of the liquidators’ retention and the application of the Cash Option Discount (also discussed below).

The Cash Option is limited to 33.3 per cent. of HET’s shares in issue (excluding treasury shares). Should total elections for the Cash Option exceed this 33.3 per cent. threshold, excess applications will be scaled back into New FEV Shares in a manner which is, as near as practicable, pari passu and pro rata among all HET shareholders who have made such excess applications.

The Cash Option will be priced at a 1.75 per cent. discount to HET’s residual FAV per share as at a calculation date to be agreed between FEV and HET, less the further costs of any realisations required to fund the Cash Option. The aggregate value of the Cash Option Discount will be credited to the HET rollover FAV for the benefit of HET shareholders rolling over their shareholdings in HET into the Combined Entity.

The Boards of HET and FEV are also in discussions with the holders of HET’s privately placed loan notes to agree their treatment in connection with the Scheme. Further details will be set out in the shareholder documentation to be published by the companies in respect of the Scheme in due course.

In accordance with customary practice for schemes of reconstruction pursuant to section 110 of the Insolvency Act 1986 involving investment companies, the City Code on Takeovers and Mergers is not expected to apply to the proposed combination via the Scheme.

Costs of the Proposals and Fidelity Contribution

Each company will bear its own costs incurred in relation to the Proposals.

As noted above, Fidelity has undertaken to make a material contribution towards the costs of the Proposals by means of a waiver of the management fees that would otherwise be payable in respect of the assets to be transferred by HET to FEV pursuant to the Proposals for the 12 month period immediately following the Scheme becoming effective, calculated by reference to the New Fee Arrangements. The financial value of the Fidelity Cost Contribution is currently estimated to be approximately £2.4 million.⁽¹⁾

For the purposes of the Scheme, the financial value of the Fidelity Cost Contribution (calculated as at the Calculation Date) will first be credited to the Company’s FAV against any and all FEV transaction costs up to a maximum of £1.25 million (inclusive of VAT) and any remaining balance of the Fidelity Contribution will be credited to HET’s rollover FAV. The Fidelity Contribution is expected to fully offset the Company’s direct transaction costs, such that FEV shareholders are not expected to suffer any NAV dilution from the direct costs of the Proposals.

Board composition

In accordance with the FEV Board’s near-term succession planning, it is expected that the Combined Entity’s Board will have representation from the current HET Board on completion of the Proposals.

Expected timetable

A circular to shareholders of the Company, providing further details of the Proposals and convening a general meeting to approve the Proposals, and a prospectus in respect of the issue of New FEV Shares in connection with the Scheme, will be published by the Company as soon as practicable, with a view to convening general meetings in early to mid-September 2025 and the Scheme becoming effective by the end of September 2025.

As noted above, the Proposals will be subject to, amongst other things, approval by the shareholders of both FEV and HET in addition to regulatory and tax approvals. The expected timetable in respect of the Proposals remains subject to change and, in particular, may be impacted by the treatment of the HET Loan Notes under the Scheme.

The Chairman of FEV, Davina Walter, commented:

“The Board of Fidelity European Trust PLC believes this is an exciting opportunity, with compelling benefits for both sets of shareholders, to create the `go to trust’ for investing in Europe. The proposals will result in the Company being well positioned to continue to deliver attractive returns, with new and existing shareholders benefitting from a reduced management fee and a lower ongoing costs ratio.”

“I would like to thank Fidelity for its commitment to the proposals and look forward to working closely with the board of Henderson European Trust plc to deliver an outcome that is in the best interests of both existing and future shareholders.”