Company Announcements

HENDERSON INTERNATIONAL INCOME TRUST PLC

HENDERSON INVESTMENT FUNDS LIMITED

LEGAL ENTITY IDENTIFIER: 2138006N35XWGK2YUK38

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR INTO OR FROM THE UNITED STATES, OR INTO OR FROM AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR JAPAN

This announcement is an advertisement and not a prospectus.  This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to buy, elect or subscribe for, any shares in Henderson International Income Trust plc (the "Company" or "HINT") or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction.  This announcement does not constitute a recommendation regarding any securities. 

Any investment decision must be made exclusively on the basis of the Prospectus (defined below) which has been published today by the Company and any supplement thereto in connection with the admission of Ordinary Shares of the Company to the premium segment of the Official List of the Financial Conduct Authority and to trading on the premium segment of the London Stock Exchange's main market for listed securities. 

HENDERSON INTERNATIONAL INCOME TRUST PLC

10 June 2019

Henderson International Income Trust plc

Publication of Circular and Prospectus

On 12 April 2019, the Company announced that it had agreed heads of terms to be the default rollover option on the liquidation of The Establishment Investment Trust plc ("EIT") to be effected by way of a scheme of reconstruction and winding-up of EIT (the "Proposals").

The Company has today published a circular (the "Circular") and prospectus (the "Prospectus") in connection with the Proposals.

The Circular provides the details and benefits of the Proposals and the reasons why Shareholders are recommended to vote in favour of the Resolution to be proposed at the general meeting to be held at the registered office of the Company, 201 Bishopsgate, London EC2M 3AE, at 2.30 p.m. on 10 July 2019 ("General Meeting").

The Proposals

Pursuant to the terms of the EIT Scheme, EIT will be wound up by means of a members' voluntary liquidation and EIT Shareholders may elect to: (i) have their investment in EIT rolled over into the Company; (ii) have their investment in EIT rolled over into Garraway Asian Centric; (iii) receive cash in respect of their investment in EIT; or (iv) any combination of the above.  EIT Shareholders who do not make an election under the EIT Scheme will be deemed to have elected to roll their investment into the Company.

If the Proposals are implemented, the Company will acquire cash and other assets of EIT (other than those appropriated to the Liquidation Pool, the Garraway Rollover Pool and the Cash Pool). The consideration for such acquisition will be satisfied by the issue of New Ordinary Shares to EIT Shareholders who elect (or are deemed to elect) to receive such shares.

The number of New Ordinary Shares to be issued will be calculated by reference to the respective net asset values per share of each of EIT and the Company.

The assets of EIT to be acquired by the Company pursuant to the Proposals will include shares, securities, cash and near cash assets.

Benefits of the Proposals

The Directors believe that the Proposals will have the following benefits:

§ as a result of the proposed scheme of reconstruction and voluntary winding-up of EIT under section 110 of the Insolvency Act 1986 ("EIT Scheme"), the Company's market capitalisation should increase, which is expected to enable the Company to attract a wider range of investors which should, in turn, improve liquidity in the Ordinary Shares;

§ the fixed costs of the Company will be spread over a larger pool of assets, resulting in lower Ongoing Charges; and

§ in the event that the EIT Scheme becomes effective, the Company's manager has agreed to make a contribution which should cover the Company's costs in connection with the Proposals.

Conditions of the Proposals

The Proposals are conditional upon:

§ a continuation vote of EIT not being passed at the EIT AGM;

§ the passing of the resolutions to approve the EIT Scheme at general meetings of EIT Shareholders and upon any conditions of such resolutions being fulfilled;

§ the passing of the Resolution at the General Meeting which has been convened for 10 July 2019;

§ admission of the New Ordinary Shares to the Official List with a premium listing and to the Main Market; and

§ the directors of EIT resolving to proceed with the EIT Scheme.

The Board

It is intended that the Directors will remain as the Board of the enlarged entity.

Admission and dealings

Application will be made to the Financial Conduct Authority for the New Ordinary Shares to be admitted to the premium segment of the Official List. Application will also be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the Main Market. If the Proposals become effective, it is expected that the New Ordinary Shares will be admitted to the Official List on, and the first day of dealings in such shares on the Main Market will be, 19 July 2019.

The New Ordinary Shares will be in registered form. Temporary documents of title will not be issued. The ISIN of the Ordinary Shares is GB00B3PHCS86. EIT Shareholders who hold their EIT Shares in uncertificated form and who elect (or are deemed to elect) to receive Ordinary Shares will receive New Ordinary Shares in uncertificated form on 19 July 2019. Certificates in respect of New Ordinary Shares to be issued to EIT Shareholders who hold their EIT Shares in certificated form and who elect (or are deemed to elect) to receive New Ordinary Shares will be despatched in the week commencing 22 July 2019.

Fractional entitlements to New Ordinary Shares pursuant to the EIT Scheme will not be issued pursuant to the Proposals and entitlements will be rounded down to the nearest whole number.

Dividends

The Directors have declared the third interim dividend for the period to 31 August 2019 on 7 June 2019, with a record date prior to the Effective Date, so that holders of New Ordinary Shares will not be entitled to such dividend.

Expected Timetable of Principal Events                                                           2019

Notes:

(1)              Or as soon thereafter as the immediately preceding annual general meeting shall have been concluded or adjourned.

(2)              The times and dates set out in the expected timetable of events above and mentioned throughout this document may be adjusted by the Company, in which event details of the new times and dates will be notified, as requested, to the Financial Conduct Authority, the London Stock Exchange and, where appropriate, Shareholders.

(3)              All references to times in this document are to UK time.

A copy of the Circular and Prospectus will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection www.morningstar.co.uk/uk/NSM and will also be available on the Company's website, https://www.janushenderson.com/ukpi/fund/261/henderson-international-income-trust-plc

Capitalised terms not otherwise defined in this announcement have the meanings given in the Circular.

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