SR. SR EUR Inv.

 
TIDMSR. 
 
22 March 2012 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO ANY JURISDICTION OTHER THAN 
THE EEA, THE CHANNEL ISLANDS OR THE ISLE OF MAN 
 
SR Europe Investment Trust plc (the "Company") 
 
Proposals for the voluntary winding-up and reconstruction of the Company 
 
The Company announces today proposals for the voluntary winding-up and 
reconstruction of the Company. The Proposals offer Shareholders the choice of 
(a) rolling over their investment without triggering a charge to capital gains 
tax into a UK authorized unit trust with European exposure, or (b) realising 
all or part of their investment for cash. The Jupiter European Fund has an 
investment objective which will enable Shareholders to continue their 
investment exposure to quoted companies on European stock exchanges. In 
addition, the total expense ratio of the Jupiter European Fund is currently 
lower than the total expense ratio of the Company. The risk of any share price 
discount will also be removed as units in the Jupiter European Fund may be 
issued and redeemed at net asset value on any Business Day. 
 
In order to effect the Scheme and the proposed amendments to the Articles of 
Association to provide for Reclassified Share rights, Shareholder approval is 
required at the First General Meeting under the provisions of the Companies 
Act. If the Scheme is implemented, Shareholder approval is required at the 
Second General Meeting pursuant to the Insolvency Act 1986 to wind-up the 
Company voluntarily and to appoint and grant authority to the Liquidators. In 
addition, a Resolution will be proposed at the Second General Meeting to 
approve the cancellation of the listing of the Shares on the Official List of 
the UK Listing Authority pursuant to the Listing Rules. 
 
The notices of the General Meetings are set out at in the circular of the 
Company (the "Circular"), which is being published today. The Circular also 
convenes the Annual General Meeting. Capitalised terms used in this 
announcement have the same meaning as set out in the Circular. 
 
In addition, the final dividend for the year ended 31 December 2011 would 
normally be paid in May 2012. However, in light of the Proposals, the Board 
will pay an interim dividend on 20 April 2012 of 1.25 pence per Share to 
Shareholders. It is not anticipated that there will be further dividends paid 
in relation to the year ended 31 December 2011 or for the period up to 
liquidation of the Company. 
 
Background to the Proposals 
 
Under the Proposals, the Company will be put into members' voluntary 
liquidation and Shareholders on the Register at the Record Date will be able to 
elect: 
 
 a. to receive cash in the liquidation in respect of all or part of their 
    investment in the Company following realisation by the Manager of the 
    underlying investments (the "Cash Option"); and/or 
 
 b. to roll over all or part of their investment in the Company into Jupiter 
    European Fund Units (the "Rollover Option") and remain invested in a 
    portfolio of companies quoted on European stock exchanges. Details of the 
    Jupiter European Fund are set out in the Circular. 
 
Shareholders may make different elections in respect of different parts of 
their holdings of Shares, as suits their personal investment requirements. 
 
The default option under the Scheme will be Jupiter European Fund Units meaning 
that a Shareholder (other than an Overseas Shareholder) who, in respect of all 
or part of his or her holding of Shares, fails to submit a valid Form of 
Election or a valid TTE Instruction, as appropriate, by the due date or submits 
a Form of Election which has not been duly completed or an invalid TTE 
Instruction, will be deemed to have elected for the Rollover Option in respect 
of such holding. Overseas Shareholders will be deemed to have elected for cash 
in respect of their entire holding. 
 
The Scheme is conditional upon, inter alia, the relevant resolutions being 
passed at the First General Meeting and the Second General Meeting. 
 
Benefits of the Proposals 
 
The Directors believe that the Proposals will provide the following benefits: 
 
  * the Proposals offer all Shareholders the opportunity of rolling their 
    investment into a vehicle with an investment objective which will enable 
    Shareholders to continue their investment exposure to quoted companies on 
    European stock exchanges; 
 
  * Shareholders should expect to receive approximately 99.0 per cent. of NAV 
    (or 185.41 pence per Share, after provision for the costs of the 
    Proposals), on the basis of a NAV per Share in the Company of 187.30 pence 
    (as at close of business on 16 March 2012), if electing for either cash or 
    rolling in to Jupiter European Fund Units; 
 
  * the Proposals offer all Shareholders the option to elect in full or in part 
    for cash, which will be satisfied through a realisation of the portfolio; 
 
  * Shareholders who elect (or who are deemed to elect) for the Rollover Option 
    will benefit from the fact that the Jupiter European Fund Units will carry 
    no risk of trading at a discount to its net asset value; 
 
  * the Proposals provide greater choice than if the Company were simply to be 
    wound up because, as an alternative to receiving cash, they enable 
    Shareholders to keep their exposure to European listed investments; 
 
  * Shareholders who elect (or who are deemed to elect) for the Rollover Option 
    will not be required to pay an initial (sales) charge or meet any 
    requirement for a minimum subscription level; 
 
  * the Jupiter European Fund Units for which Shareholders may elect pursuant 
    to the Scheme are I-Class Accumulation Units in the Jupiter European Fund 
    which benefit from a reduced annual management charge of 0.75 per cent. per 
    annum compared to an annual management charge of 1.50 per cent. per annum 
    that is charged to holders of other units in the Jupiter European Fund; and 
 
  * Shareholders who may be subject to UK capital gains tax or corporation tax 
    on gains on their investment in the Company should be able to roll over 
    their investment into Jupiter European Fund Units without crystallising an 
    immediate charge to UK capital gains tax or corporation tax on gains. 
 
Shareholders who are in any doubt as to the contents of the Circular or as to 
the action to be taken should seek their own personal financial advice from 
their independent professional adviser authorized under the FSMA. 
 
Information on Jupiter European Fund 
 
The Jupiter European Fund is a UK authorised unit trust which aims to achieve 
long-term capital growth from investment in companies quoted on a European 
stock exchange. 
 
The manager of the Jupiter European Fund is Jupiter Unit Trust Managers 
Limited, whose registered office and principal place of business is 1 Grosvenor 
Place, London, SW1X 7JJ. Jupiter Unit Trust Managers Limited is a member of the 
Investment Management Association and is authorised and regulated by the FSA. 
The portfolio manager of the Jupiter European Fund is Alexander Darwall. 
Further information on the Jupiter European Fund can be found in the Circular. 
 
Jupiter European Fund Units 
 
Shareholders who elect, or are deemed to have elected, to receive Jupiter 
European Fund Units will, if the Scheme becomes effective, receive 
Institutional Class ("I-Class") accumulation units in the Jupiter European 
Fund. Income attributable to accumulation units is automatically added to (and 
retained as part of) the capital assets of the Jupiter European Fund and is 
reflected in the unit price of those accumulation units. 
 
I-Class units of the Jupiter European Fund normally have a minimum initial 
investment level of GBP5 million. Jupiter has agreed to waive this initial 
investment limit in relation to Jupiter European Fund Units issued pursuant to 
the Scheme. However, Shareholders should note that, if they wish to subscribe 
for further units in the Jupiter European Fund, they would have to subscribe 
for units other than I-Class units (currently only income units) unless their 
holding of I-Class units were to have or thereby reach a minimum value of GBP5 
million. In addition, were Shareholders to switch their investment in the 
Jupiter European Fund to another Jupiter unit trust, they would have to switch 
to units other than I-Class units unless they were to meet the minimum 
investment threshold of GBP5million. Shareholders should also note that Jupiter 
levies a lower annual management charge (currently 0.75 per cent per annum) in 
relation to I-Class units in the Jupiter European Fund than the 1.50 per cent 
annual management charge that is levied in relation to units which are not 
I-Class units. 
 
Further details about the Jupiter European Fund are set out in the Jupiter 
European Fund simplified prospectus and the scheme particulars relating to the 
Jupiter European Fund, which are available from Jupiter on request by calling 
0844 620 7600 or by email to enquiries@jupiteronline.co.uk. 
 
Dealings and settlement in Jupiter European Fund Units 
 
If the Scheme becomes effective, the first day of dealings in Jupiter European 
Fund Units issued under the Scheme is expected to be 3 May 2012. No initial 
charge will be levied on the issue of Jupiter European Fund Units to 
Shareholders under the Scheme. 
 
Jupiter European Fund Units will be issued in registered but uncertificated 
form, with title to them being evidenced by an entry in Jupiter European Fund's 
register of unitholders. Accordingly, certificates will not be issued. However, 
Shareholders who elect to receive Jupiter European Fund Units will receive 
written confirmation of the Jupiter European Fund Units issued to them under 
the Scheme, and it is expected that such written confirmations will be 
despatched on 2 May 2012 (or as soon as possible thereafter). 
 
Shareholders electing (or who are deemed to elect) to receive Jupiter European 
Fund Units may be required to supply evidence of identity for anti-money 
laundering purposes. Failure to provide this information when requested to do 
so may delay the payment of any proceeds should the Jupiter European Fund Units 
subsequently be sold. 
 
Further details of the Scheme 
 
Mechanics of the Scheme 
 
If the Scheme is to be implemented, as part of the reconstruction of the 
Company it is necessary to reorganise the Company's share capital. Accordingly, 
subject inter alia to the passing of the Scheme Resolution set out in the 
notice convening the First General Meeting, the Shares will be reclassified 
with different rights, depending on Scheme Elections made, or deemed to have 
been made, and the entitlements of Shareholders under the Scheme. No dividends 
are payable on the Reclassified Shares. Further details of the Reclassified 
Shares are set out in the Circular. The full terms of the proposed amendments 
to the Articles of Association (to incorporate the rights of the Reclassified 
Shares) are set out in the Scheme Resolution to be proposed at the First 
General Meeting, and will be available for inspection at the address specified 
in Part 4 of the Circular from today until the Effective Date and for at least 
15 minutes prior to and during the First General Meeting and the Second General 
Meeting. 
 
Subject, inter alia, to the passing of the Scheme Resolution at the First 
General Meeting and the first and second resolutions at the Second General 
Meeting, the Company will be placed into members' voluntary liquidation and the 
Scheme will take effect. However, before any assets are transferred to the 
Jupiter European Fund under the Scheme or set aside to pay Shareholders who 
have or are deemed to have elected in whole or in part for cash in terms of the 
Cash Option, the Liquidators will set aside sufficient assets in the 
Liquidation Retention Fund to meet all estimated current and future, actual and 
contingent liabilities and costs which the Company has agreed to pay (including 
the costs of the Proposals payable by the Company to the extent not previously 
paid). The Liquidators will also provide in the Liquidation Retention Fund for 
a retention which they consider sufficient to meet any unknown and 
unascertained liabilities of the Company. The retention amount is currently not 
expected to exceed GBP50,000. 
 
After provision has been made for the Liquidation Retention Fund, the remainder 
of the Company's assets will be appropriated to the Rollover Pool or the Cash 
Pool in proportions corresponding to the Scheme Elections made, or deemed to be 
made, by Shareholders under the Scheme. The Rollover Pool will then be 
transferred to the Jupiter European Fund pursuant to the terms of the Transfer 
Agreement. In consideration for such transfer, Jupiter European Fund Units will 
be issued at their creation price to Shareholders who have elected, or are 
deemed to have elected, for Jupiter European Fund Units. The Cash Pool will be 
used to pay the entitlements of Shareholders who have elected or are deemed to 
have elected for cash. 
 
The assets comprised in the Cash Pool will be realised on or prior to the 
Effective Date at the best prices available. The Liquidators will take steps to 
ensure that any investments that remain in the Cash Pool on the Effective Date 
will be realised without regard to achieving maximum value to allow a first and 
final distribution on or before 31 May 2012. However, if, as expected, all 
realisations are completed by the Effective Date, the Liquidators expect to 
distribute cash proceeds of the realization of the assets comprised in the Cash 
Pool in one distribution on or around 11 May 2012. 
 
Any surplus in the Liquidation Retention Fund will be paid in cash to 
Shareholders on the Register on the Record Date pro rata to their respective 
holdings as one or more liquidation distributions, save that, in relation to 
interim distributions, no single payment of less than GBP5 will be made to any 
Shareholder and instead will be transferred back to the Liquidation Retention 
Fund for the benefit of that Shareholder and in relation to the final 
liquidation distribution, no single payment of less than GBP5 will be made to any 
Shareholder. Any such residual amounts will be transferred to a charity 
nominated by the chairman of the Company. The Liquidators shall be entitled to 
make interim distributions to Shareholders pro rata to their respective 
holdings as at the close of business on the Record Date. 
 
It is expected that there will be only one distribution from the Liquidation 
Retention Fund. 
 
Overseas Shareholders 
 
To ensure that there is no breach of any applicable securities laws, the 
Circular is being sent to Overseas Shareholders solely to enable them to vote 
at the General Meetings. Accordingly, Forms of Election will not be sent to any 
Shareholders who are Overseas Shareholders. If the Scheme becomes effective, 
all Overseas Shareholders will, unless they are able to satisfy the Company 
that they are permitted to hold Jupiter European Fund Units without breaching 
the laws of any relevant jurisdictions, be treated as having validly elected 
for cash in respect of their entire holding of Shares. 
 
ISA and savings scheme holders 
 
Recipients of the Circular who are the beneficial owners of Shares held through 
a savings scheme or ISA should follow the instructions provided by the relevant 
plan manager or consult the plan manager or their professional adviser if no 
instructions have been provided. Jupiter European Fund Units are eligible to be 
held within the stocks and shares component of an ISA. 
 
Termination of Management and Administration Arrangements 
 
The Company's Manager is Sloane Robinson LLP. On 8 February 2012, the Company 
served three months' notice to terminate the Management Agreement. On 8 
February 2012, the Company served six months' notice to terminate the 
Administration Agreement. 
 
Costs of the Proposals 
 
If the Scheme proceeds, the direct costs to be borne by all Shareholders for 
the Scheme are estimated to be approximately GBP525,000, including the costs 
involved in realising the portfolio. This is approximately 1.0 per cent. of the 
Company's Net Asset Value as at close of business on 16 March 2012, being the 
last practicable date prior to the publication of the Circular. 
 
Interim Dividend 
 
The final dividend for the year ended 31 December 2011 would normally be paid 
in May 2012. However, in the light of the Proposals, the Board has declared an 
interim dividend of 1.25p per Share payable to Shareholders on the register at 
the close of business on 13 April 2012. This dividend will be paid on or around 
20 April 2012 (i.e. prior to the Record Date for the Scheme). 
 
It is not anticipated that there will be further dividends paid in relation to 
the year ended 31 December 2011 or for the period up to the liquidation of the 
Company. 
 
Subscription Shareholders 
 
Subscription Shareholders will have received, together with the Circular, a 
notice reminding them of their final right to subscribe for Shares at the 
Annual General Meeting and informing Subscription Shareholders of the 
procedures to follow in order to exercise such right. 
 
It is anticipated that all rights attached to the Subscription Shares shall 
lapse following the Annual General Meeting. 
 
The exercise price at which Subscription Shareholders may subscribe for Shares 
is 244p. As at close of business on 16 March 2012 (being the latest practicable 
date prior to the issue of the Circular), the NAV per Share was 187.30p and the 
Share price was 179.50p. Accordingly, the Directors do not anticipate that any 
Subscription Shareholder will exercise their subscription rights at the AGM. 
 
Upon the exercise of subscription rights, the Subscription Shareholder's 
interest in the Shares will be registered in the Register and, provided the 
Scheme Resolution is passed, such Shares will be reclassified as Reclassified 
Shares. Accordingly, if a Subscription Shareholder intends to exercise their 
subscription rights and subscribe for Shares at the Annual General Meeting and 
elect for cash pursuant to the Scheme, they should also send a Form of Election 
to the Receiving Agent, Computershare Investor Services PLC, as soon as 
possible but in any event so as to be received by not later than 3.00 p.m. on 
23 April 2012 in relation to the Shares to be issued following such exercise of 
subscription rights. Subscription Shareholders should tick the box in Section 2 
on the Form of Election to signify that the election under the Scheme is being 
made in relation to Shares to be issued pursuant to the exercise of 
subscription rights at the Annual General Meeting. 
 
Subscription Shareholders need not return a Form of Election if they intend to 
exercise subscription rights and receive Jupiter European Fund Units in respect 
of the Shares arising on exercise of such subscription rights. 
 
Shares that are issued following the Annual General Meeting pursuant to the 
exercise of subscription Rights may not be voted at the First General Meeting. 
However, such Shares will carry the right to vote at the Second General 
Meeting. Accordingly, Subscription Shareholders will also find enclosed a Form 
of Proxy in relation to the Second General Meeting. 
 
Subscription Shareholders may not complete a Form of Proxy if they have not 
validly exercised their subscription rights at the Annual General Meeting and 
may only vote in relation to the number of Shares issued pursuant to such 
exercise of subscription rights. 
 
Annual General Meeting 
 
The Company normally holds its annual general meeting in May each year. 
However, in light of the Proposals, the Board has considered that it would be 
prudent to bring forward the AGM to immediately prior to the First General 
Meeting in order to crystallise the final subscription date for Subscription 
Shareholders to exercise their rights to subscribe for Shares. This will mean 
that Subscription Shareholders will not have a class vote in relation to the 
Scheme Resolution to be considered at the First General Meeting which will, 
inter alia, reclassify the Shares. 
 
In view of the proposed liquidation of the Company, the Directors have decided 
that the Company should not incur the costs of preparing audited accounts for 
the financial year ended 31 December 2011. Accordingly, no accounts will be 
laid before Shareholders at the AGM for approval nor will a continuation vote, 
which is required to be proposed at the annual general meeting at which audited 
accounts for the year ended 31 December 2011 are to be approved, be put forward 
at the AGM. 
 
The only business to be considered at the AGM will therefore be the re-election 
of certain Directors. The Listing Rules state that any director of a company 
who is also an employee or officer of the investment manager shall be subject 
to re-election by shareholders on an annual basis. As a result Mr Sloane will 
be required to seek annual re-election and will offer himself for re-election 
at the forthcoming AGM. 
 
Under the Articles of Association, all directors are subject to periodic 
retirement and re-election by shareholders. All directors are required to 
submit themselves for re-election at least every three years. The Board's 
policy with regard to tenure of office is that any director having served for 
nine years since his re-election will be required to seek annual re-election 
thereafter. Accordingly, Messrs Guinness and Riley are required to seek 
reappointment at the forthcoming AGM. 
 
Resolutions to re-elect Messrs Guinness, Riley and Sloane are contained within 
the notice of Annual General Meeting in the Circular. The other Board members 
recommend that Shareholders vote for the re-election of Messrs Guinness, Riley 
and Sloane. They believe that their skills, knowledge and overall performance 
are of continued benefit to the Company and each has actively contributed in 
meetings and strategies throughout the year. 
 
None of the Directors has a contract of service with the Company. Other than 
letters of appointment governing their appointment as Directors, there has not 
been any contract or arrangement between the Company and any Director at any 
time. There are no agreements between the Company and its Directors concerning 
compensation for loss of office. 
 
Expected Timetable 
 
                                                                           2012 
 
Ex dividend date for the Interim Dividend                              11 April 
 
Record date for the Interim Dividend                      6.00 p.m. on 13 April 
 
Payment of the Interim Dividend                                        20 April 
 
Latest time and date for receipt of Forms of Proxy in     2.30 p.m. on 23 April 
respect of the Annual General Meeting 
 
Latest time and date for receipt of Forms of Election     3.00 p.m. on 23 April 
from Shareholders and TTE Instructions from CREST 
Shareholders in relation to the Scheme 
 
Latest time and date for receipt of Forms of Proxy in     3.00 p.m. on 23 April 
respect of the First General Meeting 
 
Record Date for Shareholders' entitlements under the      6.00 p.m. on 23 April 
Scheme 
 
Shares disabled in CREST*                                 6.00 p.m. on 23 April 
 
Latest time and date for receipt of conversion notices    2.00 p.m. on 24 April 
from Subscription Shareholders and USE instructions 
from CREST Subscription Shareholders in relation to 
the exercise of subscription rights attached to 
Subscription Shares 
 
Annual General Meeting                                    2.30 p.m. on 25 April 
 
Shares issued in respect of any exercise of                            25 April 
Subscription Share rights 
 
First General Meeting                                     3.00 p.m. on 25 April 
 
Results of the Annual General Meeting and the First                    25 April 
General Meeting Announced 
 
Latest time and date for receipt of Forms of Proxy in    11.00 a.m. on 30 April 
respect of the Second General Meeting 
 
Calculation Date                                                       30 April 
 
Shares reclassified, Official List amended and               8.00 a.m. on 1 May 
dealings in the Reclassified Shares commence on the 
London Stock Exchange** 
 
Dealings in Reclassified Shares on the London Stock          7.30 a.m. on 2 May 
Exchange suspended 
 
Second General Meeting                                      11.00 a.m. on 2 May 
 
Liquidators appointed and commencement of liquidation                     2 May 
 
Effective Date for implementation of the Scheme                           2 May 
 
Contract notes in respect of Jupiter European Fund         2 May (or as soon as 
Units issued under the Scheme despatched to             practicable thereafter) 
Shareholders entitled thereto*** 
 
Cheques despatched and CREST accounts credited in      expected to be by 11 May 
respect of cash elections under the Scheme                       (or as soon as 
                                                        practicable thereafter) 
 
Cancellation of listing of the Reclassified Shares and  8.00 a.m. on or after 1 
Subscription Shares on the Official List                                   June 
 
* For the avoidance of doubt, the Register will remain open until the Effective 
Date. 
 
** The Reclassified Shares are a technical requirement of the Scheme. Shares 
will be reclassified if the Scheme Resolution to be proposed at the First 
General Meeting is passed and becomes effective. Shares will be reclassified 
according to the Scheme Elections made (or deemed to have been made) by 
Shareholders. 
 
*** Shareholders electing (or who are deemed to elect) to receive Jupiter 
European Fund Units may be required to supply evidence of identity for 
anti-money laundering purposes. The administrator of the Jupiter European Fund 
will write to holders of Jupiter European Fund Units following the Effective 
Date if evidence of their identity is required. 
 
Each of the times and dates in the expected timetable may be extended or 
brought forward without further notice. If any of the above times and/or dates 
change, the revised time(s) and/or date(s) will be notified to Shareholders and 
Subscription Shareholders by an announcement through a Regulatory Information 
Service provider. 
 
A copy of the Circular has been submitted to the National Storage Mechanism and 
will shortly be available for inspection at: www.Hemscott.com/nsm.do 
 
Enquiries 
 
William Simmonds                                                  020 7588 2828 
 
J.P. Morgan Cazenove 
 
J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom 
by the Financial Services Authority, is acting for SR Europe Investment Trust 
plc and for no one else, including any recipient of the Circular, in connection 
with the Proposals and will not be responsible to anyone other than SR Europe 
Investment Trust plc for providing the protections afforded to clients of J.P. 
Morgan Cazenove or for providing advice in relation to the Proposals or any 
other matter referred to therein. 
 
 
 
END 
 

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