Extraordinary General Meeting and Tender Offer

RNS Number : 8955K

Genesis Emerging Markets Fund Ld

06 September 2021

 

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH ITS DISTRIBUTION MAY BE UNLAWFUL

Genesis Emerging Markets Fund Limited

LEI: 213800HWWQPUJ4K1GS84

6 September 2021

Extraordinary General Meeting and Tender Offer

Genesis Emerging Markets Fund Limited (the "Company") has today published a circular (the "Circular") including notice of an extraordinary general meeting (the "Extraordinary General Meeting") to be held at 11.30 a.m. on 1 October 2021 at 60 Victoria Embankment, London EC4Y 0AP and including the terms of a tender offer for up to 25 per cent. of the Company's participating redeemable preference shares (the "Shares") in issue (excluding any Shares held in treasury) (the "Tender Offer") at a two per cent. discount to the net asset value per Share as at 18 October 2021 (the "Tender Price"). 

The Proposals

Resolutions will be proposed at the Extraordinary General Meeting to approve the adoption of a new investment policy by the Company (the "Proposed Investment Policy"), the change of name of the Company to "Fidelity Emerging Markets Limited" (the "Change of Name") and the purchase of Shares by the Company pursuant to the Tender Offer (together, the "Proposals"). 

The Company announced on 1 July 2021 that, after an extensive review of the Company's management arrangements, the Company intends to appoint FIL Investment Services (UK) Limited ("Fidelity International") as the Company's manager.  

The appointment of Fidelity International as the Company's manager is conditional on the approval by shareholders of the Proposed Investment Policy.  The Proposed Investment Policy is set out in full in the Circular. 

Assuming that the Proposed Investment Policy is approved by shareholders at the Extraordinary General Meeting, Fidelity International's appointment will become effective from 4 October 2021.

The Circular includes further information on the Proposals and the appointment of Fidelity International and includes a recommendation from the board of directors of the Company that shareholders vote in favour of all of the resolutions to be proposed at the Extraordinary General Meeting.

Tender Offer

The Tender Offer is being made by J.P. Morgan Cazenove to eligible shareholders of the Company ("Eligible Shareholders"), which excludes certain overseas shareholders as described in the Circular.

The Tender Offer is being made pursuant to the commitment made by the board of directors of the Company in 2018.  The Tender Offer is conditional upon approval by Shareholders at the Extraordinary General Meeting, but it is not conditional on adoption of the Proposed Investment Policy or approval of the Change of Name by shareholders. 

The maximum number of Shares to be acquired under the Tender Offer is 30,366,688 Shares, representing 25 per cent. of the Shares in issue (excluding any Shares held in treasury) as at 3 September 2021 (the "Available Shares").

Tenders by Eligible Shareholders in respect of up to 25 per cent. of their shareholdings (the "Basic Entitlement") will be satisfied in full.  Tenders in excess of an Eligible Shareholder's Basic Entitlement (an "Excess Application") will be satisfied if there are sufficient remaining Available Shares.  Excess Applications will be satisfied pro rata to the amount tendered by each Eligible Shareholder in excess of its Basic Entitlement if there are insufficient Available Shares to satisfy all Excess Applications in full.

None of the Directors who own Shares will tender any Shares in the Tender Offer.

Other matters related to the Proposals

The Company's existing investment manager, Genesis Investment Management, LLP ("GIML"), is assisting with the proposed change of investment management and has agreed to cease its role immediately on the appointment of Fidelity International becoming effective, subject to being paid a management fee on termination in respect of the period up to 29 October 2021 (calculated by reference to the net asset value of the Company as at 30 September 2021) .  The Board would like to express its deep appreciation for GIML's commitment and hard work for the Company over the last three decades.

The Company intends to publish its annual report for the year ended 30 June 2021 by 29 October 2021 following the Extraordinary General Meeting and completion of the Tender Offer and to hold its 2021 annual general meeting in late November or early December 2021.

Expected Timetable

The expected timetable for the Extraordinary General Meeting, the appointment of Fidelity International and the Tender Offer is set out below.  All references are to London time.  Shareholders should refer to the Circular for the full terms of the Tender Offer. 

Latest time and date for receipt of proxy forms for Extraordinary General Meeting	11.30 a.m. on 29 September 2021
Extraordinary General Meeting	11.30 a.m. on 1 October 2021
Results of Extraordinary General Meeting announced	1 October 2021
Appointment of Fidelity International effective	4 October 2021
Closing time and date for Tender Offer	1.00 p.m. on 15 October 2021
Record time and date for Tender Offer	6.00 p.m. on 15 October 2021
Results of Tender Offer announced	18 October 2021
Tender Price calculation time and date	10:00 p.m. on 18 October 2021
Tender Price announced	19 October 2021
Payment of Tender Offer consideration	22 October 2021

Availability of Circular

The Circular being posted to shareholders today.

A copy of the Circular will shortly be available to view on the Company's website at www.genesisemf.com/. In accordance with LR 9.6.1R, a copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries

For further information, please contact:

J.P. Morgan Administration Services (Guernsey) Limited Company Secretary	[phone]
J.P. Morgan Cazenove William Simmonds Rupert Budge	[phone]
Jefferies International Limited Neil Winward Gaudi Le Roux	[phone]

Important notices

J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), which is authorised by the PRA and regulated in the United Kingdom by the PRA and FCA is acting exclusively for the Company and no-one else in relation to the Proposals and the Tender Offer and the other matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its customers nor for providing advice in relation to the Proposals, Tender Offer or the other matters referred to in this document.  The Tender Offer is being made in the United States by J.P. Morgan Securities LLC, acting as nominee for J.P. Morgan Cazenove, and no one else.

Jefferies International Limited ("Jefferies"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in relation to the Proposals and the other matters referred to in this document and will not be responsible to anyone other than the Company for providing the protections afforded to its customers nor for providing advice in relation to the Proposals, the Tender Offer or the other matters referred to in this document.

This announcement does not constitute an offer or solicitation to acquire or sell any securities in the Company. Any acceptance or other response to the Tender Offer should be made on the basis of the information contained in the Circular. The Tender Offer will not be extended into any jurisdiction where to do so may be unlawful or which may otherwise subject the Company or any other person to any unduly onerous obligation.

This announcement is not for distribution in or into the United States, Canada, Australia or Japan or any other jurisdiction in which its distribution may be unlawful. This announcement is not an offer of securities for sale in the United States or elsewhere. The securities of the Company have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended, and investors are not entitled to the benefits of that Act. There has not been and there will be no public offering of the Company's securities in the United States.

 

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