Discount Control Mechanism

F&C Latin American Inv Trust PLC 27 August 2004 The following replaces the Discount Control Mechanism announcement made on 27 August 2004 at 4.01pm under RNS number 4016C. This amended announcement contains revised contact telephone numbers for Rupert Brandt and Jeff Chowdhry. All other details remain unchanged, and the full amended text appears below. Not for release, publication or distribution in or into the United States, Canada, Australia or Japan 27 August 2004 F&C LATIN AMERICAN INVESTMENT TRUST PLC Tender Offer to purchase up to 7.5 per cent of the Ordinary Shares in issue of F&C Latin American Investment Trust PLC Introduction On 28 April 2004 the Board announced its proposals to introduce a discount control mechanism for the Company which may result in a twice yearly tender offer. Today, a circular containing the formal terms of the proposed twice yearly tender offers, together with an explanation of the background to them and details of how Shareholders and Warrantholders who exercise their subscription rights can tender Ordinary Shares for purchase, subject to the Tender Offer being Triggered, has been sent to Shareholders. This circular also contains notice of the Extraordinary General Meeting and Meeting of Warrantholders at which the resolutions required to implement the Tender Offer (if the Tender Offer is Triggered) will be proposed. Background to and key points of the Tender Offer Having consulted with a number of Shareholders, the Board has concluded that it is in the interests of Shareholders as a whole to introduce such a tender mechanism so as to provide a further form of liquidity for Ordinary Shares which should also assist in the reduction of the discount to net asset value per Ordinary Share at which the Ordinary Shares trade. The Board continues to believe that the Company's closed ended structure remains the most appropriate vehicle for a fund investing in Latin America. However, in considering introducing a discount control mechanism, the Board's concern was that, despite good performance, the discount at which the Company's Ordinary Shares were trading in the market relative to net asset value remained high due, in part, to the imbalance between the supply and demand for the Ordinary Shares. The key points for Shareholders are as follows: _ Trigger mechanism: a tender offer will be Triggered if the Ordinary Shares have traded on average at a discount of more than 13.5 per cent. to the Net Asset Value per Ordinary Share on the Business Days occurring during a period of 60 calendar days ending on 30 September and 31 March in each year. The first calculation period will be the 60 calendar days commencing on 2 August 2004 and ending on 30 September 2004; _ Frequency and size: if a tender offer is Triggered in any calculation period, the Board will seek to procure that there will be a tender offer for 7.5 per cent. of the then outstanding issued share capital on each such occasion; and _ Tender Discount: the price at which the Ordinary Shares will be acquired will be 95 per cent. of the Tender NAV per Share calculated, in the case of the Tender Offer as at 15 October 2004. The first calculation period will be the 60 day period commencing on 2 August 2004 and ending on 30 September 2004. The Directors have, accordingly, determined that the Tender Offer should be made under which, subject to the Tender Offer being Triggered, up to 7.5 per cent. of the Company's issued share capital will be purchased. The Tender Offer, which will be open to all Shareholders (and Warrantholders who exercise their subscription rights prior to the Warrantholder Record Date), will enable those Shareholders who wish to sell Ordinary Shares to do so at 95 per cent. of the Tender NAV per Share on the Calculation Date. The circular contains the formal terms on which the Tender Offer and all subsequent tender offers will be made. The Board believes that the Company's investment strategy has produced a good return for Shareholders over the last five years. The Company's performance and prospects are described below. THE DIRECTORS RECOMMEND SHAREHOLDERS AND WARRANTHOLDERS TO VOTE IN FAVOUR OF THE RESOLUTIONS TO BE PROPOSED AT THE EGM AND THE MEETING OF WARRANTHOLDERS TO ENABLE THE TENDER OFFER TO BE IMPLEMENTED AS THEY WILL BE DOING IN RESPECT OF THEIR OWN BENEFICIAL HOLDINGS. The key points of the Tender Offer are as follows: _ the Tender Offer is conditional on the average Mid Market Price at which the Ordinary Shares trade in the market on the Business Days occurring in the period of 60 calendar days ending on 30 September 2004 representing a discount to the Tender NAV per Share of 13.5 per cent. or more, i.e. being ''Triggered''; _ the Tender Offer, conditional on it being Triggered, is for up to 7.5 per cent. of the Company's issued ordinary share capital; _ Shareholders will be able to decide whether to tender some or all of their Ordinary Shares within the overall limit of the Tender Offer; _ Warrantholders who exercise their subscription rights for Ordinary Shares before the Warrantholder Record Date will be able to participate in the Tender Offer in respect of 7.5 per cent. of their subsequent holding of Ordinary Shares; _ the Tender Price will be the price per Ordinary Share which represents 95 per cent. of the Tender NAV per Share on the Calculation Date. Assuming a Calculation Date as at the close of business on 24 August 2004 the Tender Price would have been US$2.76 compared to the Ordinary Share price as at that date of US$2.53; _ for the purposes of the Tender Offer, the NAV and the Tender NAV will include current period revenue and expenses incurred up to the Calculation Date; _ the Tender Price will be paid to Shareholders and Warrantholders in Sterling based on the Exchange Rate as at 27 October 2004; and _ implementation of the Tender Offer will require the separate approval by Shareholders at the Extraordinary General Meeting and Warrantholders at the Meeting of Warrantholders. SHAREHOLDERS AND WARRANTHOLDERS SHOULD NOTE THAT THE TENDER OFFER IS CONDITIONAL ON AND SUBJECT TO IT BEING TRIGGERED. Announcement of the Tender Offer The Company will determine on 1 October 2004 whether the Tender Offer has been Triggered and will inform both Shareholders and Warrantholders by making an announcement which will be released to a Regulatory Information Service of the London Stock Exchange on 1 October 2004 (or as soon as practicable thereafter). If the Tender Offer is Triggered the Company will send Tender Forms to Shareholders, Savings Schemes Tender Forms to participants in the F&C Savings Schemes and Warrant Tender Forms to Warrantholders on or around 1 October 2004 in order to enable them to participate in the Tender Offer if they wish. Options for Shareholders In the event that the Tender Offer is Triggered, Shareholders can choose: _ to continue their investment in the Company, receiving an expected small uplift in net assets arising from the Tender Price being at a discount to Tender NAV per Share; or _ to tender some or all of their Ordinary Shares for purchase and to receive cash paid in Sterling in consideration of such purchase (subject to the scaling back of tenders in excess of the Basic Entitlement and Warrantholder Basic Entitlement). Shareholders will be entitled to have up to 7.5 per cent. of their respective holdings purchased under the Tender Offer. Shareholders will be able to tender additional Ordinary Shares, but such tenders will only be satisfied, on a pro rata basis, to the extent that other Shareholders and Warrantholders tender less than their Basic Entitlement and Warrantholder Basic Entitlement respectively. Options for Warrantholders The terms of the Warrants currently provide that if a tender offer is made to Shareholders, Warrantholders will be able to exercise their subscription rights for Ordinary Shares under the terms of their Warrants during the period in which the Tender Offer is open to Shareholders. Warrantholders will be treated as having exercised their Warrants on the day preceding the day on which the Tender Offer was made to Shareholders. This means that in the event that the Tender Offer is Triggered, Warrantholders will be able to exercise their Warrants before the Warrantholder Record Date and participate in the Tender Offer in respect of 7.5 per cent. of the Ordinary Shares held following the exercise of the Warrants. Warrantholders who exercise their Warrants before the Warrantholder Record Date and wish to participate in the Tender Offer should submit a Warrant Tender Form at the same time as they submit a Notice of Exercise of Subscription Rights and US$ cheque for the subscription price for the Ordinary Shares to the Registrars or in the case of Warrants held in CREST at the same time as they send a USE Instruction to CREST. The final subscription date for the Warrants is 31 July 2005. Background to the Company The Company was launched in July 1990 with the objective of achieving long term capital appreciation through investment in Latin American equity markets. As at 31 July 2004, the Company held investments in 76 Latin American companies. The largest 20 companies in the portfolio represented 67.7 per cent. of Shareholders' funds as at 31 July 2004. The Company's performance and prospects Latin American equities, as measured by the Benchmark Index, have produced strong performance over recent time periods. The region has risen in US dollar terms by 36.1 per cent. in the year to 31 July 2004, 38.2 per cent. per annum over two years and by 8.5 per cent. per annum over five years. Rupert Brandt, who has been running the Mexican and Argentine portion of the Company's investments since 1998, took over as the Company's fund manager on 1 April 2003. Since then the Company's NAV has appreciated by 65.0 per cent. on an annualised basis in US dollar terms compared to the Benchmark Index's 53.5 per cent. annualised rise over the same period (ending on 31 July 2004). Over a 5 year period the Company's NAV has appreciated by 7.7 per cent. per annum in US dollar terms. The Board continues to have a positive outlook for the Latin American equity market over the medium term. The combination of a pick-up in the global economy, a strong rally in global commodity prices and improvement in the domestic consumption environment have all benefited the region in general. A very positive political reform agenda in Brazil and ongoing investment related to NAFTA in Mexico has helped improve the prospects of Brazil and Mexico in particular. As a result of these positive developments, the Latin American region has started to experience a robust economic recovery. Mexico's economy grew by 3.7 per cent. in real terms during the first quarter and Brazil's economy expanded by 2.7 per cent. in the same period. Despite a very promising economic recovery, Latin American equity markets continue to trade at attractive levels which should facilitate continued good performance by the region's stock markets. The Brazilian stock market in particular is trading at under 7 times the estimated net profit that its constituents are expected to generate over the next twelve months. This is a very attactive level in absolute terms and represents a sharp discount to Brazil's historical average over the last ten years which is close to ten times. The Board does not believe that this discount is warranted as the Brazilian economy is expected to grow, in real GDP terms, at 3 to 4 per cent. in both 2004 and 2005 and inflation is expected to decelerate and both nominal and real interest rates are also expected to decline over this time period. In addition the Board expects that this level of GDP growth will result in corporate profits growing at 20 to 25 per cent. in nominal terms in both 2004 and 2005 which should further support Brazil's valuation case. Brazil's trade surplus is expected to grow to US$30 billion in 2004 and this should help create a current account surplus of close to 1 per cent. of GDP in 2004 which is a much stronger position than over the previous 10 years. The Board expects that the combination of fiscal reforms passed by the previous government and the current government's very conservative fiscal stance will also result in Brazil's nominal fiscal deficit falling to close to 2.5 per cent. of GDP in 2004 and to below 2 per cent. in 2005. The Board believes that the combination of reforms, GDP growth, falling interest rates, a falling fiscal deficit and an improved current account will be likely to result in the sovereign debt rating agencies upgrading Brazilian sovereign debt which should also help the stock market to perform well. The Company's key overweight position in Brazil is backed up by a significant overweight position in Mexico on a geared basis. The Board expects the Mexican economy to grow by at least at 3 to 4 per cent. in both 2004 and 2005. This should help produce double digit earnings growth in both 2004 and 2005. A successful dis-inflation policy at Mexico's central bank has resulted in interest rates falling to mid-single digits. The Board believes that the property, banking and construction sectors will all benefit from this development and the Company has significant positions in these areas. The Company has a small overweight position in Venezuela and Colombia, a neutral position in Chile and underweight or zero weight positions in the rest of the region. Possible risk factors to consider against the Board's positive outlook include an inflation and/or interest rate shock in the US economy, a hard landing in the Chinese economy, a setback in the reform program in Brazil, a material rise in global risk aversion and disappointment related to either the global or regional economic recovery. The Board believes that the Company continues to represent an attractive vehicle for investors to gain exposure to the Latin American stock markets. Shareholders who wish to continue to hold their investment in the Company in full, should not complete and return the Tender Form which will be sent to Shareholders or Warrant Tender Form which will be sent to Warrantholders if the Tender Offer is Triggered. As the Board indicated in the accounts for the year ended 31 December 2003, the Board believes that Latin American companies are generally becoming more shareholder focused. As a result, the dividend flow from the Company's investments is becoming more significant than it used to be. This enabled the Company to eliminate its revenue deficit in 2003 and put the Company in the position to pay a dividend in April 2004. The Company's dividend receipts have continued to grow rapidly in 2004 and consequently the measure of net asset value that includes current period revenue is becoming increasingly relevant. As a result, the Board believes that the NAV, which includes current period revenue and is calculated on a fully diluted basis, should be used in the calculation of the Company's discount on both an ongoing basis and for the Tender Facility. Further details of the Tender Offer Subject to the Tender Offer being Triggered, Shareholders on the Register on the Record Date (and Warrantholders who exercise their subscription rights before the Warrantholder Record Date) will be invited to tender for sale some or all (subject to the overall limits of the Tender Offer) of their Ordinary Shares to UBS who will, as principal, purchase at the Tender Price the Ordinary Shares validly tendered (subject to the overall limits of the Tender Offer) and, following the completion of all those purchases, sell the relevant Ordinary Shares on to the Company at the Tender Price by way of an on-market transaction. All transactions will be carried out on the London Stock Exchange. The Tender Offer is subject to certain conditions, and may be suspended or terminated in certain circumstances. Shareholders' attention is drawn to the letter from UBS and the terms and conditions set out in the circular, which, together with the Tender Form which will be sent to Shareholders and Warrant Tender Form which will be sent to Warrantholders if the Tender Offer is Triggered, constitute the terms and conditions of the Tender Offer. Details of how Shareholders and Warrantholders will be able to tender Ordinary Shares can be found in the circular. Shareholders and Warrantholders should note that, once tendered, Ordinary Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer. Expenses The costs relating to the Tender Offer, to be incurred regardless of whether the Tender Offer is Triggered, up to the Calculation Date shall be approximately US$450,000 including VAT. At present it is expected that further costs of approximately US$225,000 will be incurred in the event of the Tender Offer being Triggered. The Board are also currently considering the apportionment of ongoing operational expenses between revenue and capital. The result of these considerations will be announced in the interim report and accounts for the period ending 30 June 2004, which will be published during September 2004. Overseas Shareholders and Warrantholders It is the responsibility of all Overseas Shareholders and Overseas Warrantholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such holders to complete and return a Tender Form or Warrant Tender Form. Taxation Shareholders and Warrantholders who sell Ordinary Shares in the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. UK individual Shareholders and Warrantholders and trustee Shareholders and Warrantholders should be aware that the Inland Revenue may seek to treat part of the disposal proceeds of their Ordinary Shares as income. The ability of the Company to qualify as an investment trust under section 842 ICTA should not be affected by the Tender Offer. Shareholders and Warrantholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK should consult an appropriate professional adviser. The Tender Facility In addition to the authorities to be granted under the Tender Offer, it is the Board's intention to implement the Tender Facility which may result in a twice yearly tender offer. The Board also intends to utilise the Company's existing share buy-back authority from time to time, subject to market conditions, where it believes that Shareholder value can be enhanced. However, the Directors have undertaken to limit the use of this authority in line with the Listing Rules. The rules limit buy-backs to no more than 14.99 per cent. of the Ordinary Shares of the Company in issue during each period of authorisation. At the Company's next annual general meeting (due to be held in May 2005) the Board will seek to renew the general powers to buy back up to 14.99 per cent. of the then prevailing issued share capital. Since the AGM on 5 May 2004, the Company has repurchased 932,093 Ordinary Shares in four separate tranches pursuant to the authority granted at the AGM. In order to enable the Tender Facility and Ordinary Share buy-backs to continue, the Company is seeking authority to restructure its balance sheet to increase its distributable reserves. This will involve the cancellation of the Company's share premium account, which as at 24 August 2004 amounted to US$61,561,980, to create a new special reserve. This requires the approval of the Company's Shareholders by way of a special resolution to be proposed at the EGM and is also subject to the subsequent approval of the Court. The Company will not be able to continue with the Tender Facility and buy-back policy following the Tender Offer to any significant extent unless Shareholder and Court approvals are obtained. In considering whether to confirm the proposed cancellation of share premium account, the Court will need to be satisfied that the interests of the Company's creditors are not prejudiced thereby. The Company will put into place such form of creditor protection as may be required to satisfy the Court in this regard. The cancellation of share premium account is expected to become effective on or around 28 October 2004. Each future tender offer will be subject to the Company having sufficient distributable reserves to fund the tender offer and to Shareholder and Warrantholder approval and a circular will be sent out to Shareholders and Warrantholders seeking their consent to such tender offers. Extraordinary General Meeting The implementation of the Tender Offer requires the approval of Shareholders. An Extraordinary General Meeting of the Company, is to be held at 2.00 p.m. on 20 September 2004. The quorum requirement for the Extraordinary General Meeting is not less than three Shareholders present in person or by proxy (or, in the case of a corporation, by duly authorised representative). The resolutions to be proposed are: _ Resolution 1 to grant authority to the Company to purchase up to 7.5 per cent. of the Company's Ordinary Shares from UBS under the Tender Offer; and _ Resolution 2 to approve the cancellation of the Company's share premium account. Resolution 1 will be proposed as an ordinary resolution and Resolution 2 will be proposed as a special resolution. Meeting of Warrantholders The implementation of the Tender Offer also requires the approval of Warrantholders. A Meeting of Warrantholders is to be held at 2.15 p.m. on 20 September 2004. The quorum requirement for the Meeting of Warrantholders is Warrantholders present in person or by proxy entitled to subscribe for one-third in nominal amount of the Ordinary Shares attributable to the outstanding Warrants. If a quorum is not present at the time fixed for the Meeting of Warrantholders, the meeting will be adjourned until 4.15 p.m. on 20 September 2004. The Warrantholder(s) present in person or by proxy at the adjourned meeting will constitute a quorum. The resolution to be proposed is to consent to Resolution 1 to be proposed at the Extraordinary General Meeting and any modification of the Warrantholders' rights which may result from the passing of the resolution. Action to be taken Shareholders (a) Form of Proxy Shareholders do not need to tender their Ordinary Shares in the Tender Offer in order to be able to vote at the EGM. Whether or not Shareholders intend to attend the EGM, they should complete and return a Form of Proxy by post or by hand (during normal business hours) to Computershare Investor Services PLC, PO Box 1075, The Pavilions, Bridgwater Road, Bristol BS99 3ZZ or by hand only (during normal business hours) to Computershare Investor Services PLC at 2nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ as soon as possible and, in all cases so as to arrive not later than 2.00 p.m. on 18 September 2004. Completion and return of a Form of Proxy will not affect a Shareholder's right to attend and vote at the Extraordinary General Meeting. (b) Tender Form In the event that the Tender Offer is Triggered, Shareholders will be sent a Tender Form on or around 1 October 2004 and Shareholders who wish to participate in the Tender Offer should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form by post or by hand (during normal business hours) to Computershare Investor Services PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ or by hand only (during normal business hours) to Computershare Investor Services PLC of 2nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ to arrive as soon as possible after receipt of the Tender Form and by no later than 3.00 p.m. on 15 October 2004. Shareholders who hold their Ordinary Shares in certificated form should also return their Ordinary Share certificate(s) and/or other documents of title in respect of the Ordinary Shares tendered with their Tender Form. Shareholders who hold their Ordinary Shares in uncertificated form (that is, in CREST) should return the Tender Form as described above and arrange for the relevant Ordinary Shares to be transferred to escrow. Warrantholders (a) Form of Proxy Warrantholders do not need to exercise their subscription rights before the Warrantholder Record Date or tender such Ordinary Shares in the Tender Offer in order to be able to vote at the Meeting of Warrantholders. Whether or not Warrantholders intend to attend the Meeting of Warrantholders they should complete and return a Form of Proxy by post or by hand (during normal business hours) to Computershare Investor Services PLC, PO Box 1075, The Pavilions, Bridgwater Road, Bristol BS99 3ZZ or by hand only (during normal business hours) to Computershare Investor Services PLC at 2nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ, as soon as possible and so as to arrive not later than 2.15 p.m. on 18 September 2004. Completion and return of a Form of Proxy will not affect a Warrantholder's right to attend and vote at the Meeting of Warrantholders. (b) Warrant Tender Form In the event that the Tender Offer is Triggered, Warrantholders will be sent a Warrant Tender Form on or around 1 October 2004. Warrantholders who hold their Warrants in certificated form and who wish to participate in the Tender Offer should complete the Warrant Tender Form in accordance with the instructions set out therein and return the completed Warrant Tender Form together with the Warrant certificate(s), the Notice of Exercise of Subscription Rights and the US$ cheque for the subscription price for the Ordinary Shares by post or by hand (during normal business hours) to Computershare Investor Services PLC, PO Box 859, The Pavilions, Bridgwater Road, Bristol BS99 1XZ or by hand only (during normal business hours), to Computershare Investor Services PLC of 2nd Floor, Vintners Place, 68 Upper Thames Street, London EC4V 3BJ as soon as possible after receipt of the Warrant Tender Form and to arrive by no later than 3.00 p.m. on 11 October 2004. Warrantholders whose Warrant Tender Forms are received after this date will not be entitled to participate in the Tender Offer. Please note that a US dollar cheque is required for the subscription price. Warrantholders who hold their Warrants in uncertificated form (that is, in CREST) should return the Warrant Tender Form as described above and arrange for a USE Instruction and TTE Instruction to be sent. If Warrantholders have exercised their subscription rights for Ordinary Shares under the terms of their Warrants prior to 1 October 2004 (the commencement of the Tender Offer Period) and wish to participate in the Tender Offer in respect of some or all of those Ordinary Shares and they have not yet received an Ordinary Share certificate in respect of those Ordinary Shares, they should submit the Tender Form to the Registrars and forward the Ordinary Share certificate to the Registrars as soon as possible after receipt and no later than 3.00 p.m. on 15 October 2004. Warrantholders who wish to exercise partially their subscription rights for Ordinary Shares under the terms of the Warrants and also participate in the Tender Offer will receive a fresh Warrant certificate for any balance of his, her or its subscription rights remaining exercisable at the same time as cheques and balancing Ordinary Share certificates despatched. Recommendation The Directors have received financial advice from UBS. In providing advice to the Board, UBS has taken into account the Directors' commercial assessments of the Tender Offer and the Tender Facility. The Directors unanimously recommend Shareholders to vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting, irrespective of whether or not they propose to tender any Ordinary Shares if the Tender Offer is Triggered. The Directors intend to vote in favour of the Resolutions in respect of their own beneficial and non-beneficial holdings of Ordinary Shares (amounting in aggregate to 23,903 Ordinary Shares representing approximately 0.03 per cent. of the issued share capital of the Company). In addition, the Directors unanimously recommend that Warrantholders vote in favour of the extraordinary resolution to be proposed at the Meeting of Warrantholders, irrespective of whether they wish to exercise their subscription rights under the terms of their Warrants. The Directors intend to vote in favour of the extraordinary resolution in respect of their own beneficial holdings of Warrants, amounting in aggregate to 12,000 Warrants, representing approximately 0.15 per cent. of the Warrants in issue. The extent to which Shareholders and Warrantholders participate in the Tender Offer is a matter for each Shareholder and Warrantholder to decide, and will be influenced by their own individual financial and tax circumstances and their investment objectives. Shareholders and Warrantholders should seek advice from their own independent financial adviser authorised under FSMA. EXPECTED TIMETABLE OF EVENTS 2004 Calculation Period commences: 2 August Latest time and date for receipt of Forms of Direction: 2.00 p.m. 16 September Latest time and date for receipt of Forms of Proxy: 2.00 p.m. 18 September Latest time and date for receipt of Warrantholders' Forms of Proxy: 2.15 p.m. 18 September Extraordinary General Meeting: 2.00 p.m. 20 September* Meeting of Warrantholders: 2.15 p.m. 20 September* Results of Extraordinary General Meeting and Meeting of Warrantholders announced: 20 September** Tender Calculation Date: 1 October Result of whether the Tender Offer Triggered announced: 1 October Court hearing for petition to confirm the cancellation of the share premium account: 27 October Effective Date (approximately): 28 October PLEASE NOTE THIS SECTION OF THE TIMETABLE APPLIES ONLY IF THE TENDER OFFER IS TRIGGERED Tender Forms, Warrant Tender Forms and Savings Scheme Tender Forms posted: on or around 1 October Latest time and date for receipt of Savings Scheme Tender Forms: 12.00 noon 11 October Latest time and date for receipt of Warrant Tender Forms: 3.00 p.m. 11 October Warrantholder Record Date: close of business 11 October Closing Date - latest time and date for receipt of Tender Forms: 3.00 p.m. 15 October Record Date for Tender Offer: close of business 15 October Calculation Date: close of business 15 October Result of Tender Offer and Tender Price announced: 19 October Conversion Date: 27 October Settlement Date: cheques despatched and payments through CREST: as soon as practicable after 29 October*** Balancing Ordinary Share certificates despatched and CREST accounts settled: as soon as practicable after 29 October Warrantholders Settlement Date: cheques and balancing Warrant certificates despatched: as soon as practicable after 29 October**** * Or such later time in the event that the EGM is adjourned for whatever reason. ** Assuming that the Meeting of Warrantholders convened for 2.15 p.m. on 20 September 2004 is quorate and that the Extraordinary Resolution has been passed and becomes unconditional. *** In the event that sufficient investments in the Company's portfolio to fund the payment of the aggregate Tender Price for all successfully tendered Ordinary Shares are not realised and settled by this date, the date for settlement may be delayed. **** Or such later time after Warrantholders' cheques in respect of the subscription price for Ordinary Shares have cleared. Enquiries F&C Emerging Markets Limited Rupert Brandt 020 7770 5274 Jeff Chowdhry 020 7770 5251 UBS Limited Will Rogers 020 7568 2939 Nicholas Rucker 020 7568 8574 The Tender Offer is not being made, directly or indirectly, in or into or by the use of mails or by any means or instrumentality (including, without limitation, facsimile transmission, telex and telephone) of interstate or foreign commerce, or any facility of a national securities exchange, of the United States, Canada, Australia, or Japan, and the Tender Offer is not capable of being accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia, or Japan. UBS Limited 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 offered to clients of UBS Limited nor for providing advice in relation to the Tender Offer. 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