Willkie Advises on Baillie Gifford’s Tender Offer

February 18, 2020

Willkie provided US advice in connection with a tender offer conducted by UK-listed Baillie Gifford European Growth Trust plc, a large scale investment business.

Willkie advised Baillie Gifford European Growth Trust plc (formerly European Investment Trust plc), a large scale investment business, in connection with a tender offer for approximately 10 percent of its issued share capital at a tender price of 915.04 pence a share, for a total of GBP36.8 million. Willkie advised on US securities law aspects of the transaction alongside Dickson Minto who acted as UK counsel. The tender offer was aimed at providing shareholders the opportunity to sell some of their holdings following a period of underperformance by the company under the prior investment manager and following the appointment of Baillie Gifford as new investment manager. The tender offer was made by Peel Hunt LLP, financial adviser and corporate broker to the company.

The tender offer was anticipated to be taken up most enthusiastically by the company’s largest shareholders, all based in the US: Wells Capital Management, 1607 Capital Partners and City of London Investment Management. Given the large US shareholder base, the Tier I and Tier II exemptions in Rules 14d-1(c) and (d) of the Exchange Act, which grant broad exemptive relief from many of the US securities law regulating cross-border tender offers, were not available. Consequentially, the Willkie team sought and successfully obtained no-action and exemptive relief from the US Securities and Exchange Commission in order to be able to extend the tender offer into the US. The Tender Offer closed on February 5, 2020.

The Willkie deal team was led by partner Jennifer Tait and associate Ida Nizankowska-Polus in London.