Prospectus - proposed bonus issue
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Fidelity Asian Values PLC (the "Company")
5 February 2010
Further to the announcement made on 5 January 2010, the Board has decided to
proceed with proposals for a bonus issue of Subscription Shares to existing
Shareholders. In respect to this, the Company has published a prospectus (the
Prospectus) providing details of the Bonus Issue and describing proposed
changes to the Articles, including changes that the Board is proposing to be
made following the final implementation of the 2006 Act. Terms used in this
announcement have the same meaning as set out in the Prospectus.
Implementation of the Bonus Issue requires amendments to the Articles to
provide for the rights of the Subscription Shares and to obtain authority to
allot the Subscription Shares. The Bonus Issue is conditional on the passing of
the Resolution to be proposed at the General Meeting of the Company to be held
on 4 March 2010, as well as on the admission of the Subscription Shares to the
Official List and to trading on the main market of the London Stock Exchange.
The Bonus Issue
The Company is proposing to issue Subscription Shares to Qualifying
Shareholders on the basis of one Subscription Share for every five Existing
Ordinary Shares held on the Record Date, subject to the passing of the
Resolution set out in the Notice of General Meeting. The Subscription Shares
will be issued by way of a bonus issue to Qualifying Shareholders and will be
listed and tradable on the main market for listed securities of the London
Stock Exchange. The ISIN of the Subscription Shares is GB00B3MZ6N80 and the
ticker is FASS.
Each Subscription Share will confer the right (but not the obligation) to
subscribe for one Ordinary Share upon exercise of the Subscription Share Rights
and on payment of the Subscription Price, as set out below.
The Subscription Share Rights may be exercised to have effect on the last
business day of each month commencing in May 2010 and finishing on the last
business day in May 2013, after which the Subscription Share Rights will lapse.
The Ordinary Shares arising on exercise of the Subscription Share Rights will
be allotted within ten Business Days of the relevant exercise date. To be
exercised, a notice of exercise must be received by the Registrars no later
than ten Business Days prior to the relevant exercise date.
Qualifying Shareholders' entitlements will be assessed against the register of
members on the Record Date, which is expected to be 5.00 p.m. on 4 March 2010.
Subscription Shares will rank equally with each other and will not carry the
right to receive any dividends from the Company or the right to attend and vote
at general meetings of the Company.
The Subscription Price will be equal to the published NAV per Ordinary Share as
at 5.00 p.m. on 4 March 2010, plus a 1% premium to such NAV per Ordinary Share,
rounded up to the nearest whole penny.
The NAV for the purpose of calculating the Subscription Price will be the
unaudited value of the Company's assets calculated in accordance with the
Company's accounting policies (including revenue items for the current
financial year) less all prior charges and other creditors at their fair value
(including the costs of the Bonus Issue).
The New Articles provide that the Subscription Price is subject to adjustment
upon the occurrence of certain corporate events by or affecting the Company
before the last business day in May 2013. The relevant corporate events include
consolidations or sub-divisions of share capital, pre-emptive offers of
securities to Ordinary Shareholders, takeover offers and the liquidation of the
Company. Such adjustments serve to protect either the intrinsic value or the
time value of the Subscription Shares or both.
The percentage premium applying upon exercise and the resulting Subscription
Price reflect the Board's confidence in the Company's medium to long term
prospects and its hope that holders of Subscription Shares will be able to
exercise their Subscription Share Rights and acquire Ordinary Shares on
favourable terms in the future.
It is expected that an announcement setting out the Subscription Price will be
made on 5 March 2010. Fractions of Subscription Shares will not be allotted or
issued and entitlements will be rounded down to the nearest whole number of
Subscription Shares.
Advantages of the Bonus Issue
The Directors believe that the Bonus Issue of Subscription Shares will have the
following advantages:
a. Subscription Shares should represent an attractive way for investors to
participate in any future NAV growth of the Company through conversion into
Ordinary Shares at a predetermined price;
b. Qualifying Shareholders will receive securities with a monetary value which
may be traded in a similar fashion to their Existing Ordinary Shares or
converted into Ordinary Shares;
c. on any exercise of the Subscription Share Rights, the capital base of the
Company will increase, allowing operating costs to be spread across a
larger number of Ordinary Shares, and this may cause the total expense
ratio to fall;
d. following the exercise of any Subscription Share Rights, the Company will
have an increased number of Ordinary Shares in issue, which may in due
course improve the liquidity in the market for its Ordinary Shares; and
e. Qualifying Shareholders will receive securities which should be qualifying
investments for the purposes of a stocks and shares ISA and permitted
investments for the purposes of a SIPP or a SSAS.
Implementation of Bonus Issue
Implementation of the Bonus Issue requires Shareholders to approve the
Resolution to be proposed at the General Meeting. If passed, the Resolution
will:
a. approve the adoption of New Articles containing the rights attaching to the
Subscription Shares and incorporating certain changes, including changes to
reflect the final implementation of the 2006 Act;
b. authorise the Directors to allot the Subscription Shares pursuant to the
Bonus Issue and Ordinary Shares pursuant to the exercise of the
Subscription Share Rights;
c. waive statutory pre-emption rights in relation to the grant of the
Subscription Share Rights and the allotment of Ordinary Shares pursuant to
the exercise of the Subscription Share Rights;
d. authorise the capitalisation of sums standing to the credit of the
Company's share premium account, share premium account, capital redemption
reserve, special reserve and any other applicable reserve (excluding the
revenue reserve) in paying up the Subscription Shares to be issued pursuant
to the Bonus Issue;
e. authorise the consolidation, sub-division or redemption of any share
capital in connection with the exercise of the Subscription Share Rights so
as to enable conversion of the Subscription Shares into Ordinary Shares in
accordance with the Subscription Share Rights; and
f. authorise the repurchase by the Company of Subscription Shares representing
up to 14.99% of the Company's issued Subscription Share capital following
Admission (subject to certain conditions), as more fully described below.
Each of the matters described in the above sub-paragraphs will be put to the
General Meeting to be voted on separately. However, notwithstanding the
separate votes, the Resolution represents a single resolution and its passing
will be subject to each respective part being carried.
Authority to Repurchase Subscription Shares
In order to allow the Company to repurchase Subscription Shares, the Resolution
will also grant the Company authority to buy back up to 14.99% of the issued
Subscription Share capital following Admission.
Repurchases of Subscription Shares will be made at the discretion of the Board,
and will only be made when market conditions are considered to be appropriate
and in accordance with the Listing Rules. Purchases through the market will not
be at prices that exceed the higher of (i) 5% above the average of the middle
market quotations (as derived from the Official List) for the five consecutive
dealing days ending on the dealing day immediately preceding the date on which
the purchase is made, and (ii) the higher of the price quoted for (a) the last
independent trade of, or (b) the highest current independent bid for, any
number of Subscription Shares on the trading venue where the purchase is
carried out. Repurchases will only be made when they will result in an increase
in the fully diluted NAV per Ordinary Share. Any Subscription Shares
repurchased by the Company will be cancelled and will not be held in treasury
for reissue or resale.
It is anticipated that authorisation for repurchases of Subscription Shares
will be sought at the Company's AGMs in 2010 and beyond.
New Articles
If the Resolution is approved, the New Articles will be adopted. The New
Articles will set out the rights attaching to the Subscription Shares and
incorporate certain changes to reflect recent legal developments, in particular
certain provisions of the 2006 Act which came into force in 2008 and 2009. A
detailed explanation of the amendments is set out in the Appendix to the Notice
of the General Meeting, which is set out in the Prospectus. The New Articles
provide for an increase in the Company's borrowing limit under the Articles to
twice the Company's adjusted capital and reserves. However, this will not
affect the Company's Borrowing Policy which remains unchanged (as set out in
Part II of the Prospectus). Apart from the changes referred to above, the New
Articles will not otherwise vary from the existing Articles.
The New Articles will be on display at the registered office of the Company
from today's date until the end of the General Meeting and at the General
Meeting itself for the duration of the meeting and for at least 15 minutes
prior to the meeting.
Continuation Vote
Under the Articles, the Company is required to propose a continuation vote as
an ordinary resolution at every fifth AGM. If a continuation vote is not passed
the Directors are required to convene a general meeting within three months, at
which proposals for the winding up or other reconstruction of the Company would
be considered.
The last continuation vote took place at the AGM in December 2006 and the next
is due at the AGM to be held in 2011, when all or some of the Subscription
Shares may still be outstanding. Subscription Shares do not carry the right to
attend and vote at any general meeting of the Company, including any meeting
convened to consider a continuation vote. If the continuation vote is not
passed and the Company is wound up or restructured, the entitlements of
Subscription Shareholders would be calculated in accordance with the rights
attaching to the Subscription Shares.
Broadly, this means that Subscription Shareholders as a whole would receive a
proportionate amount of each and every payment made under a winding up or
reconstruction, where such proportion is not less than the market
capitalisation of the Subscription Shares divided by the total assets available
to ordinary shareholders calculated at the outset of a winding up or
reconstruction. This amount would be divided between the holders of the
outstanding Subscription Shares pro rata to their holdings at the outset of the
winding up or reconstruction. The full rights attaching to the Subscription
Shares are set out in Part IV of the Prospectus.
Although any formal recommendation as to the continuation vote will only be
taken at the time of the approval of the annual results for 2011, the Bonus
Issue proposal underlines the Board's confidence in the medium to long term
prospects of the Company.
Admission and Dealings
The Subscription Shares will be in registered form and may be issued either in
certificated or uncertificated form. No temporary documents of title will be
issued. Pending despatch of definitive certificates, transfers of Subscription
Shares in certificated form will be certified against the Register. All
documents or remittances sent by or to Shareholders will be sent through the
post at the risk of the Shareholder.
Applications will be made to the UK Listing Authority for the Subscription
Shares to be admitted to the Official List and to the London Stock Exchange for
such shares to be admitted to trading on its main market for listed securities.
It is expected that Admission will occur, and that dealings will commence, on 8
March 2010. On Admission, the Subscription Shares will confer rights to
subscribe for new Ordinary Shares representing, in aggregate, up to 20% of the
then issued ordinary share capital of the Company.
The Ordinary Shares resulting from the exercise of the Subscription Share
Rights will rank pari passu with the Ordinary Shares then in issue (save for
any dividends or other distributions declared, made or paid on the Ordinary
Shares by reference to a record date prior to the allotment of the relevant
Ordinary Shares).
Overseas Shareholders
The issue of the Subscription Shares to persons who have a registered or
mailing address in countries outside the EEA may be affected by the law or
regulatory requirements of the relevant jurisdiction.
The Subscription Shares to be issued under the Bonus Issue are not being issued
to Overseas Shareholders. The Board will allot any Subscription Shares due
under the Bonus Issue to Overseas Shareholders to a market maker who will sell
such Subscription Shares promptly at the best price obtainable. The proceeds of
sale will be paid to the Overseas Shareholders entitled to them save that
entitlements of less than £5 per Overseas Shareholder will be retained by the
Company for its own account.
Notwithstanding any other provision of this document, the Company reserves the
right to permit any Shareholder to take up Subscription Shares under the Bonus
Issue if the Company, in its sole and absolute discretion, is satisfied at any
time prior to the General Meeting that the transaction in question is exempt
from, or not subject to, the legislation or regulations giving rise to the
restrictions in question.
Overseas Shareholders who believe that they are entitled to take up
Subscription Shares under the Bonus Issue should contact the Company as soon as
possible to discuss the matter.
Any Shareholder who is in any doubt as to his position should consult an
appropriate independent professional adviser without delay.
Taxation
Shareholders should note that the Subscription Shares are qualifying
investments for a stocks and shares ISA and will constitute permitted
investments for the purposes of a SIPP or SSAS. The exercise of Subscription
Share Rights may affect the annual subscription limit available for further
investment into an ISA in the relevant year. Shareholders who are in any doubt
about their tax position or who may be subject to tax in a jurisdiction other
than the United Kingdom should consult their independent professional adviser.
Costs of the Bonus Issue
The Company's expenses in connection with the Bonus Issue are estimated to
amount to approximately £280,000 (inclusive of VAT). These expenses will be
borne by the Company.
Net Proceeds from Subscription Shares
Although there can be no certainty as to whether any or all of the Subscription
Share Rights will be exercised, if the Bonus Issue proceeds and all of the
Subscription Share Rights are exercised, the net proceeds that could arise on
such exercise would be approximately £21.66 million, based on a NAV of 177.29
pence per Ordinary Share on 3 February 2010, the latest practicable date prior
to the publication of this document, and assuming 12,188,500 Subscription
Shares are issued pursuant to the Bonus Issue. It should be noted, however,
that the Subscription Price will be calculated as at the Record Date and
therefore the above figures are illustrative only.
ISAs/SIPPs/SSASs
The Subscription Shares will be a qualifying investment for a stocks and shares
ISA. The Subscription Shares acquired pursuant to the Bonus Issue are expected
to be eligible for inclusion in SIPPs and SSASs, although this should be
confirmed independently by Subscription Shareholders with their professional
tax or independent financial advisers after taking into account the rules of
their scheme.
Expected Timetable
Latest time and date for receipt of Voting 5.30 p.m. on 23 February 2010
Instruction Forms from Savings Scheme
Participants
Latest time and date for receipt of Forms of 11.00 a.m. on 2 March 2010
Proxy
General Meeting 11.00 a.m. on 4 March 2010
Record Date for the Bonus Issue 5.00 p.m. on 4 March 2010
Subscription Price of Subscription Shares Close of business on 4 March
calculated 2010
Announcement of the Subscription Price 5 March 2010
Admission of the Subscription Shares to the 8.00 a.m. on 8 March 2010
Official List and dealings in the
Subscription Shares commence
Crediting of CREST stock accounts in respect week commencing 8 March 2010
of the Subscription Shares
Share certificates despatched in respect of week commencing 15 March 2010
the Subscription Shares
Notes:
(1) The times and dates set out in the Expected Timetable above and mentioned
throughout this announcement may be adjusted by the Company, in which event
details of the new times and dates will be notified, as required, to the UK
Listing Authority and the London Stock Exchange, and, where appropriate, to
Shareholders.
(2) All references to time in this document are references to London time.
Enquiries
Rebecca Burtonwood- For and behalf of FIL 01737 836 869
Investments International, Company Secretary
Chris Davies - Head of Investment Trusts 01737 837 723
FIL Investments International
Angus Gordon Lennox / William Simmonds 020 7588 2828
J.P. Morgan Cazenove Limited
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III 8.1
III 3.4
III 8.1