This announcement is not for release, publication or distribution in, into or
from the United States, Canada, Australia, or Japan or any other jurisdiction
where to do so would constitute a violation of the relevant laws of such
jurisdiction.
Fidelity Asian Values PLC (the "Company")
Announcement of Tender Offer
Introduction
Following discussions with a number of the Company's largest shareholders and a
survey of private investor shareholders it has become clear to the Board that,
whilst there is strong support for the Company, some shareholders would welcome
an opportunity to realise their holdings. To avoid the potentially
destabilising effect on the share price of shareholders wishing to sell, the
Board of the Company announces that it intends to put forward proposals for a
tender offer for up to 40 per cent. of the Company's issued share capital (the
"Tender Offer").
A circular will be sent in due course to shareholders setting out the full
terms and conditions of the Tender Offer and convening the requisite
Extraordinary General Meeting ("EGM") at which approval for implementation of
the Tender Offer will be sought.
Investment performance
The Company invests in the stock markets of the region's major economies,
including Hong Kong, Taiwan, Korea and Singapore, as well as the less developed
markets of Malaysia, Thailand and Indonesia. China, which has been driving much
of the region's increased economic activity, is also represented in the
portfolio.
Over the five years to 30 June 2008 the Company has delivered, in Sterling
terms, a net asset value total return of 139.3%, which compares with a total
return of 125.2% from MSCI All Countries (Combined) Far East Free (Excluding
Japan) Index, being the Company's benchmark.
Tender Offer
The Tender Offer is being structured so as to provide an uplift in net asset
value for shareholders wishing to remain invested in the Company, whilst
providing an exit for those who wish to realise their investment. The price per
share at which shares will be acquired under the Tender Offer will be
determined by reference to the sale proceeds of a relevant proportion of the
portfolio (a `realisation pool') after adjusting for the costs of realising the
investments, the costs of the Tender Offer and an exit charge of 3% of the net
asset value per share (calculated as at the date of the EGM). These costs and
the exit charge will be borne solely by exiting shareholders.
The Tender Offer will be made by JPMorgan Cazenove Limited who will act as
principal and purchase the shares by means of an on-market purchase and sell
them on to the Company. Under the Tender Offer shareholders (other than certain
overseas persons) will be able to tender up to 40 per cent. of their holdings
("Basic Entitlement"). Shareholders will also be able to tender additional
shares which will be satisfied to the extent that other shareholders tender
less than their Basic Entitlement. The Board has set the maximum number of
shares available for purchase under the Tender Offer at a level which should
result in the Company remaining at a viable size.
The Record Date for participation in the Tender Offer will be 11 July 2008.
Additional proposals
In addition to asking shareholders to approve the Tender Offer, the Company
will also be using the opportunity of an EGM to seek shareholder approval for:
* the updating of the Company's articles of association following the
introduction of the Companies Act 2006; and
* a reduction of capital to create a special reserve which may be treated as
distributable profits for the repurchase of shares.
The Company's existing authority to purchase its own shares, which was granted
at the 2007 Annual General Meeting in respect of up to 14.99 per cent. of the
Company's issued share capital as at the date of that meeting (equivalent to
15,463,264 shares), will remain in force and unaffected by the Tender Offer.
The Board intends to renew the buy-back authority if the Company's current
powers become exhausted prior to the next Annual General Meeting of the
Company.
Irrevocable commitment
The Company has received an irrevocable commitment from the Company's largest
shareholder, Carrousel Capital, which owns or controls shares representing
26.28% of the Company's issued share capital as at 11 July 2008, to vote in
favour of all the resolutions to be proposed at the EGM including
implementation of the Tender Offer and to submit a valid tender for the Tender
Offer in respect of their entire holding.
Expected timetable
Full details of the proposals for the Tender Offer will be announced in due
course on publication of the circular convening the EGM to seek approval for
implementation of the Tender Offer. The Company expects to publish this
circular in August and for the Tender Offer to be implemented in September.
Enquiries:
Graham Symonds - 01737 837345
FIL Investments International, Company Secretary
Richard Miles - 0207 961 4921
Fidelity International, Corporate Communications
Angus Gordon Lennox - 020 7588 2828
JPMorgan Cazenove Limited
JPMorgan Cazenove Limited, which is authorised and regulated by the Financial
Services Authority in the conduct of investment business, is acting for the
Company in connection with the Tender Offer and no one else and will not be
responsible to anyone other than the Company for providing the protections
afforded to clients of JPMorgan Cazenove Limited for providing advice in
relation to the Tender Offer.
14 July 2008
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