Proposed Bonus Issue of Subscription Shares
Invesco Asia Trust plc
HEADLINE: Proposed Bonus Issue of Subscription Shares
Further to the Company's announcement on 24 May 2009 of a proposed Bonus Issue
of Subscription Shares to existing Shareholders, the Board is today publishing
a prospectus (the "Prospectus") containing details of these proposals.
Overview of the Bonus Issue
The Company is proposing to issue Subscription Shares, subject to the passing
of the Resolutions and Admission occurring, by way of a Bonus Issue, to
Qualifying Shareholders. Each Qualifying Shareholder will receive one
Subscription Share for every five Ordinary Shares held by them on the Bonus
Issue Record Date, being 5.00 p.m. on 11 August 2009.
If an existing holding of Ordinary Shares at the Bonus Issue Record Date is not
exactly divisible by five, the resultant number of Subscription Shares issued
to that person will be rounded down to the nearest whole number and a
fractional entitlement to a Subscription Share will arise. No fractions of a
Subscription Share will be allotted to Shareholders. The Subscription Shares
which represent the aggregate of these fractional entitlements will be sold in
the market and the net cash proceeds will be distributed pro rata to
Shareholders entitled thereto, except that individual entitlements of less than
£5.00 will be retained for the benefit of the Company.
Subscription Rights
Holders of Subscription Shares will be entitled to exercise their Subscription
Rights on 31 August (or, if later, the 30th day after the date on which copies
of the audited accounts of the Company for the immediately preceding financial
year are despatched to Shareholders) in any of the years 2010 to 2012
(inclusive). Subscription Shareholders will be sent a reminder of their
Subscription Rights when the annual report is despatched to Shareholders.
Each Subscription Share will confer the right (but not the obligation) to
subscribe for one Ordinary Share upon exercise of the Subscription Rights and
on payment of the Subscription Price as referred to below. Subscription Shares
will rank equally with each other and will not carry the right to receive
dividends or the right to attend or vote at general meetings of the Company.
However, Ordinary Shares arising on the exercise of Subscription Rights will
rank pari passu with the Ordinary Shares currently in issue. Similar
arrangements relating to transfer and transmission will apply to Subscription
Shares as currently apply to the Ordinary Shares.
Ordinary Shares arising on the exercise of Subscription Rights will be allotted
fully paid within 14 days of the relevant Subscription Date.
Subscription Price
Each Subscription Share will entitle the holder to subscribe for one Ordinary
Share at the Subscription Price, which shall be equal to the latest unaudited
Net Asset Value per Share as announced through a Regulatory Information Service
prior to the day the Subscription Shares are issued and rounded up to the
nearest five pence.
It is expected that an announcement regarding the Subscription Price will be
released on 11 August 2009.
Adjustments may be made to the Subscription Price or the conversion rate upon
certain changes being made to the Company's share capital or upon a takeover
offer being made for the Company. Failure to exercise any Subscription Shares
on or prior to 31 August 2012 (being the Final Subscription Date) means that
the Company shall appoint a trustee who, provided that in his opinion the net
proceeds of sale after deduction of all costs and expenses incurred by him will
exceed the costs of subscription, shall within the period of 14 days following
the Final Subscription Date exercise the Subscription Rights which have not
been exercised and sell in the market the Ordinary Shares acquired on such
subscription. The trustee shall distribute pro rata the net proceeds of such
sale less such subscription costs and such other costs and expenses to the
persons entitled thereto within two months of the Final Subscription Date,
provided that entitlements of under £5.00 shall be retained for the benefit of
the Company. If the trustee does not exercise the Subscription Rights within
the period of 14 days following the Final Subscription Date, all Subscription
Rights shall lapse.
The Directors have resolved to capitalise £187,674.85 standing to the credit of
the share premium account of the Company in order to pay up the par value of
the Subscription Shares. The maximum net proceeds from the issue and exercise
of the Subscription Shares (assuming all Subscription Rights are exercised)
will be an amount equal to the number of Subscription Shares multiplied by the
Subscription Price. This will be utilised in accordance with the Company's
investment policy.
Benefits and reasons for the Bonus Issue
The principal reason for proposing the Bonus Issue is that the Board views it
as a favourable method of increasing the funds available to the Company to
invest in appropriate investments and assist in the growth of the investment
portfolio of the Company.
The Directors consider that the Bonus Issue will have the advantages outlined
below:
* the Subscription Shares will provide holders with the opportunity on future
exercise dates to subscribe for new Ordinary Shares at a fixed price, which
may represent an attractive means to acquire new Ordinary Shares in the
Company;
* Subscription Shares are tradable securities and a holder who does not wish
to subscribe for Ordinary Shares may be able to realise the Subscription
Shares for value;
* the exercise of Subscription Rights will provide new funds for the Company
to invest whilst the operating cost base of the Company will be spread
across a larger number of Ordinary Shares and the total expense ratio is
expected to fall; and
* an increase in the number of Ordinary Shares in issue following the
exercise of Subscription Rights may improve the future liquidity in the
market of the Ordinary Shares.
Subscription Shares are also qualifying investments for the purposes of the
stocks and shares component of an ISA and permitted investments for the
purposes of a SIPP.
Consequences of the conversion of Subscription Shares on the Company
In general, it is anticipated that the majority of the holders of the
Subscription Shares will exercise their Subscription Rights if the market price
of Ordinary Shares exceeds the Subscription Price at the relevant Subscription
Date. If the Net Asset Value per Share at that time exceeds the Subscription
Price, the Company will issue Ordinary Shares (pursuant to the conversion of
the Subscription Shares) on receipt of a sum equal to the Subscription Price
that is below the Net Asset Value per Ordinary Share at that date. If the
Subscription Price is materially below the Net Asset Value per Share then the
issue of Ordinary Shares pursuant to the conversion of the Subscription Shares
would have a material dilutive effect on the Net Asset Value per Share.
Admission, dealings and certificates
Application will be made to the UK Listing Authority for the Subscription
Shares to be admitted to listing on the Official List and admitted to trading
on the London Stock Exchange's main market for listed securities. It is
expected that Admission will occur, and that dealings will commence, on 13
August 2009.
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 and all
documents or remittances will be sent through the post at the risk of the
Shareholder. It is expected that CREST accounts will be credited with
Subscription Shares on 13 August 2009 for Shareholders holding Shares in
uncertificated form, and share certificates for Subscription Shares will be
despatched to Shareholders holding Shares in certificated form no later than
the week commencing 17 August 2009.
On Admission, the Subscription Shares will confer rights to subscribe for new
Ordinary Shares representing, in aggregate, up to 20 per cent. of the then
issued ordinary share capital of the Company.
Extraordinary General Meeting
In order to implement the Bonus Issue, the Company requires the consent of
Shareholders at the Extraordinary General Meeting to be held on 12 August 2009.
Overseas Shareholders
The allotment of the Subscription Shares to persons who have a registered or
mailing address in countries outside of the United Kingdom 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 therefore being
offered and 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 Extraordinary 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.
The Subscription Shares are only being offered and sold outside the United
States to non-US Persons in reliance on Regulation S under the US Securities
Act and are not being offered or sold to, and are not capable of acceptance in
the United States or by US Persons (as defined in Regulation S under the US
Securities Act).
Continuation Vote
Under the Articles, the Directors are required to propose a continuation vote
as a special resolution every three years to release them from the obligation
to convene an extraordinary general meeting to put forward proposals that the
Company be wound up on a voluntary basis. The Board will next ask to be
released from this obligation at the Annual General Meeting of the Company in
2010, when all or some of the Subscription Shares may still be outstanding.
If a continuation vote is not passed the Directors will be required to convene
an extraordinary general meeting in 2011 on or within seven business days prior
to the accounting reference date of the Company (30 April) at which proposals
for the winding-up or other reconstruction of the Company will be considered.
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. In the event that the continuation vote is not passed and
the Company is wound up or restructured, the entitlement of Subscription
Shareholders will be calculated in accordance with the rights attaching to the
Subscription Shares.
Expected timetable
2009
Date of Prospectus 13 July
Latest time and date for receipt of Forms of 12 noon on 8 August
Proxy from individuals who hold Ordinary
Shares through Invesco Savings Plans and ISAs
Latest time and date for receipt of Forms of 12 noon on 10 August
Proxy from all other Ordinary Shareholders
Bonus Issue Record Date 5.00 p.m. on 11 August
Announcement of Subscription Price through a 11 August
Regulatory Information Service
Extraordinary General Meeting immediately following the 2009
Annual General Meeting of the
Company which is to be held at
12.00 noon on 12 August
Result of Extraordinary General Meeting as soon as practicable after
announced close of Extraordinary General
Meeting
Admission and commencement of dealings in 8.00 a.m. on 13 August
Subscription Shares. Crediting CREST accounts
with Subscription Shares
Dealings in the Ordinary Shares commence ex 8.00 a.m. on 13 August
Bonus Issue entitlement
Despatch of share certificates in respect of Week commencing 17 August
Subscription Shares
All references to time refer to London time. Times and dates are subject to
change.
Terms used and not defined in this announcement bear the meaning given to them
in the Prospectus dated 13 July 2009.
A copy of the Prospectus will be submitted shortly to the UK Listing Authority
and will be available for inspection at the UK Listing Authority's Document
Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf, London, E14 5HS
For further information please contact:
Invesco Asset Management Limited 020 7065 3555
Guy Short, Andrew Watkins
Arbuthnot Securities Limited 020 7012 2000
Alastair Moreton, Hannah Pearce
13 July 2009