Result of EGM

RNS Number : 7680N

Genesis Emerging Markets Fund Ld

01 October 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

THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION

Genesis Emerging Markets Fund Limited

LEI: 213800HWWQPUJ4K1GS84

1 October 2021

Results of Extraordinary General Meeting

Change of Manager, Change of Name and Approval of Tender Offer

Genesis Emerging Markets Fund Limited (the "Company") announces that each of the resolutions proposed at the extraordinary general meeting of the Company held earlier today (the "Extraordinary General Meeting") was passed. 

Accordingly, the appointment of FIL Investment Services (UK) Limited ("Fidelity International") as the Company's manager will become effective from 4 October 2021 and the Company's name will be changed to "Fidelity Emerging Markets Limited", with the ticker symbol FEML.  A further announcement will be made when the change of name and ticker symbol is effective. 

The resolutions included approval of the repurchase of up to 25 per cent. of the Company's participating redeemable preference shares (the "Shares") in issue (excluding any Shares held in treasury) pursuant to the tender offer commenced on 6 September 2021 (the "Tender Offer").  The Tender Offer will remain open until 1.00 p.m. on 15 October 2021.  Shareholders should refer to the circular published by the Company on 6 September 2021 (the "Circular") for further details, including the terms and conditions, of the Tender Offer. 

Hélène Ploix, chairman of the board of directors of the Company said "We are very pleased with the substantial support shown by shareholders for the proposed changes to the Company's investment management. We would like to express our appreciation to Genesis Investment Management for its contribution to the Company over many years and we very much look forward to working with Fidelity International."

Nick Price, Lead Portfolio Manager said on behalf of Fidelity International "Chris Tennant, the Co-Portfolio Manager, and I are delighted to have been asked to take over as managers of the newly named Fidelity Emerging Markets Limited.  We would like to thank you for the faith that you, as shareholders, and the Board have put in us.  A lot of work has already been done in the background, so that we are in a position to begin work to realign the portfolio from next week. We are excited to get started and will update shareholders with our progress in the near future."

The results of the resolutions proposed at the Extraordinary General Meeting, each of which was held by poll, were as follows: 

Ordinary Resolution	In favour*	% shares voted in favour	% shares in issue voted in favour	Against	% shares voted against	Votes withheld**
To change the Company's investment objective and investment policy	75,113,678	72.31%	61.83%	28,759,402	27.69%	12
Special Resolutions	In favour*	% shares voted in favour	% shares in issue voted in favour	Against	% shares voted against	Votes withheld**
To change the Company's name	75,115,505	96.74%	61.84%	2,535,108	3.26%	26,222,479
To approve the repurchase of shares pursuant to the Tender Offer	101,353,667	97.57%	83.44%	2,519,313	2.43%	112

*  Votes for include discretionary votes

**  A vote withheld is a not a vote in law and is not counted in the votes for or against a resolution

The Company notes for the purposes of provision 4 of the UK Corporate Governance Code that more than 20% of votes in respect of the change to the Company's investment policy were cast against the resolution.  The Company has consulted extensively with shareholders in respect of the decision to appoint Fidelity International as the Company's manager, including on the basis of the amended investment policy, and does not propose to consult further in that respect. 

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]
Fidelity International Natalia De Sousa	+ 44 (0) 1737 837 846

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 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 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, 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 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 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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