Result of Tender Offer
F&C Latin American Inv Trust PLC
19 October 2004
Not for release, publication or distribution in or into the United States,
Canada, Australia or Japan
19 October 2004
F&C LATIN AMERICAN INVESTMENT TRUST PLC
Results of the Tender Offer to purchase up to 7.5 per cent of the Ordinary
Shares in issue of F&C Latin American Investment Trust PLC and announcement of
the Tender Price
On 20 September 2004 at an Extraordinary General Meeting of F&C Latin American
Investment Trust PLC (the 'Company') held at 2 pm and at a meeting of
Warrantholders held at 2.15 pm, the Shareholders and Warrantholders authorised
the Company to purchase its Ordinary Shares in accordance with the terms of the
Tender Offer as set out in the circular to Shareholders and Warrantholders dated
27 August 2004 (the 'Circular') subject to certain conditions being met.
The Company is authorised to repurchase up to 7.5 per cent. (or 5,657,037
Ordinary Shares) of its issued ordinary share capital at the Tender Price (a
price per Ordinary Share equal to 95 per cent. of the Tender NAV per Ordinary
Share) from those Shareholders on the Register on the Record Date (and
Warrantholders who exercised their subscription rights before the Warrantholder
Record Date) subject to the Tender Offer being Triggered (where 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, adjusted for any warrant conversion, on the
Business Days occurring during the 60 day calendar period ending on 30 September
2004).
As at the date of the Circular, 72,851,697 Ordinary Shares and 12,950,320
Warrants (representing 17 per cent. of the issued share capital) were issued
and, in the case of the Warrants, outstanding.
As announced on 1 October 2004 the Tender Offer was triggered due to the average
discount on the Ordinary Shares for the 60-day period ending on 30 September
2004 being in excess of 13.5 per cent. to the Net Asset Value per Ordinary
Share.
The Tender Offer is open to all Shareholders and Warrantholders who exercised
their subscription rights prior to the Warrantholder Record Date.
The terms of the Warrants provide that if a tender offer is made to
Shareholders, Warrantholders are able to exercise their subscription rights for
Ordinary Shares under the terms of the 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
is made to Shareholders. The number of Warrantholders who exercised their
Warrants pursuant to the Tender Offer was 13. The number of Ordinary Shares
issued as a result of such exercise was 2,575,470.
Results
Valid Tender Forms representing 35,437,588 Ordinary Shares were received by
3.00p.m. on 15 October 2004, the Closing Date of the Tender Offer and 1,987,260
Warrants were received by 3.00p.m. on 11 October 2004, the Closing Date of the
Warrant Tender Offer.
The Basic Entitlements represented by those Shareholders and Warrantholders
validly tendering Ordinary Shares were, in aggregate, 37,424,848 Ordinary
Shares, of which 3,354,388 Ordinary Shares were tendered by Shareholders
tendering 7.5 per cent or less of their Shareholding. Of the total Ordinary
Shares tendered, 34,070,460 were tendered by Shareholders in excess of their
Basic Entitlement.
The Company will further repurchase, from those Shareholders who tendered more
than their Basic Entitlement, a further 6.75 per cent (approximately) of the
excess Ordinary Shares tendered.
All Ordinary Shares purchased under the Tender Offer will be cancelled.
Tender Price
The price per Ordinary Share (equal to 95 per cent of the net asset value
calculated as at the close of business on 15 October 2004 (the 'Calculation
Date')) payable to Shareholders who have validly tendered Ordinary Shares under
the Tender Offer is 306.87 cents. 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.
Payments to Shareholders by cheque, in the case of certificated holders, or
payments through CREST, in the case of uncertificated holders, will be made in
pounds sterling (calculated at the Exchange Rate as at 27 October 2004) and are
expected to be despatched as soon as practicable after 29 October 2004.
Balancing share certificates and warrant certificates will be despatched and
CREST accounts wilt be settled in respect of Ordinary Shares not repurchased as
soon as practicable after 29 October 2004.
Ordinary Shares and Warrants in issue
Following the Tender Offer 69,770,192 Ordinary Shares and 10,374,850 Warrants
will remain in issue.
The net asset value per Ordinary Share as at the close of business on 15 October
2004 was 323.02 cents.
Definitions
Terms defined in the Circular have the same meaning when used herein unless the
context otherwise requires.
Enquiries
F&C Emerging Markets Limited
Rupert Brandt 020 7770 5274
UBS Limited
Will Rogers 020 7568 2939
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.
This information is provided by RNS
The company news service from the London Stock Exchange