Interim Management Statement

RNS Number : 7792A

JPMorgan Asian Investment Tst PLC

07 February 2011

 



JPMorgan Asian Investment Trust plc

Interim Management Statement (unaudited)

For the three months ended 31st December 2010

This interim management statement relates to the quarter from 1st October 2010 to

31st December 2010 and contains information that covers that period, unless otherwise stated. 

Financial performance - Cumulative Total Return *

	1 month	3 months	1 Year	3 Years	5 Years	10 Years
Share price	5.4%	8.9%	27.4%	17.6%	98.7%	190.2%
Net asset value	3.3%	8.4%	28.9%	13.1%	91.9%	197.2%
Benchmark	5.0%	7.4%	23.4%	24.6%	100.8%	223.8%

* total return with net dividends reinvested and calculated using the diluted net asset value which assumes that all outstanding Subscription shares have been converted into Ordinary shares.

Source: JPMAM/Morningstar

Financial position

	As at 31st  December 2010	As at 2nd February 2011
Total assets	£507.6m	£479.1m
Share price	244.0p	232.20p
Diluted net asset value*	265.6p	252.51p
Undiluted net asset value+	273.35p	257.63p
Discount to diluted net asset value	8.1%	8.0%
Subscription share price	80.0p	66.0p
Gearing	103.0%	104.0%

Share prices shown are closing bid

* Net asset value (capital only with debt at par value), assuming that all outstanding Subscription shares have been converted into Ordinary shares.

+ Net asset value (capital only with debt at par value).

Source: JPMAM/Morningstar

Material Events

Tender Offer

Further to the Board's statement of its intention to implement a Tender Offer (as set out in the Report and Accounts for the year ended 30th September 2010 which were despatched to shareholders on 17th December 2010) on 19th January 2011 the Company published a Circular and related tender offer forms for a Tender Offer.  The Circular and the Report and Accounts are both available on the Company's website at www.jpmasian.co.uk

 The Tender Offer and the Conditional Tender Offer (as described below) both require approval by Shareholders of the Resolutions at the General Meeting to be held on 23rd February 2011.

Tender Offer Proposals

The Tender Offer enables those Shareholders (other than Restricted Shareholders) who wish to realise some or all of their Shares to elect to do so (subject to the overall limits of the Tender Offer). Shareholders who successfully tender  Shares will receive the Tender Price per Share being  the diluted NAV per Share (inclusive of undistributed revenue reserves) on the Calculation Date (23rd February 2011), after subtracting the direct costs and expenses of the Tender Offer (including stamp duty and portfolio realisation costs as described below), and a further 2 per cent. discount. The Record Date for participation in the Tender Offer was the close of business on 8th December 2010.

Under the terms of the Tender Offer, which is being made by Cenkos Securities, Shareholders (other than Restricted Shareholders) will be entitled to tender up to their basic entitlement of 5 per cent. of the Shares they held as at the Record Date (their "Basic Entitlement") and to tender additional Shares.  However, any such excess tenders above the Basic Entitlement will only be satisfied to the extent that other Shareholders tender less than their aggregate Basic Entitlement and will be satisfied on a pro rata basis. Tender applications will be rounded down to the nearest whole number of Shares.

Implementation of the Tender Offer requires approval by Shareholders at the General Meeting on 23rd February 2011.  The Tender Offer is conditional upon the terms of the Repurchase Agreement and may be suspended or terminated in certain circumstances as set out in the Circular.  Once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.

Conditional Tender Offer

To strengthen its ability to manage the discount to Net Asset Value at which the Company's Shares may trade from time to time, the Board is seeking the relevant authorities to enable the Company to implement a Conditional Tender Offer. The Conditional Tender Offer may be implemented by the Board if the Shares have traded at an average daily discount (based on the last traded price of the Shares on each relevant day) of more than 9 per cent to the diluted NAV over the six month period ending 30 September 2011.

If implemented, the Conditional Tender Offer will be for up to 5 per cent. of the Company's Shares, including Subscription Shares in issue on 30 September 2011  in respect of which a valid request for such Subscription Shares to be converted  has been exercised by 31 December 2011. The price at which Shares will be purchased under the Conditional Tender Offer will be the Tender Price and its Calculation Date is expected to be a date in February 2012 to be set out in the circular to be sent to Shareholders with the annual report and accounts of the Company in December 2011 (if the Board decides to implement the Conditional Tender Offer).

The terms and conditions upon which it is intended that the Conditional Tender Offer would be implemented would be substantially the same as those set out in the Circular to Shareholders dated 19 January 2011 .The Conditional Tender Offer is entirely discretionary and Shareholders should place no expectation or reliance on the Board exercising such discretion.

Subscription Shareholders

Subscription Shareholders who held Subscription Shares on the Record Date and who completed the conversion of their Subscription Shares into Shares by 7 January 2011 shall be entitled to participate in the Tender Offer in accordance with the Circular (in respect of those Subscription Shares that have been converted).  In relation to the Conditional Tender Offer, Subscription Shareholders who hold Subscription Shares on 30 September 2011 and who have submitted a valid request for their Subscription Shares to be exercised before 31 December 2011 shall be entitled to participate in the Conditional Tender Offer, if implemented, in accordance with the terms set out in the relevant circular.

Expenses

The fixed costs relating to the Tender Offer, up to the Calculation Date and assuming the Tender Offer is fully subscribed are expected to be approximately £98,000 (including VAT) but before stamp duty, the commission payable to Cenkos Securities (being 0.2 per cent. of the value at the Tender Price, of the Shares purchased by Cenkos Securities) and portfolio realisation costs are taken into account.  All costs in relation to the Tender Offer will be borne by Shareholders participating in the Tender Offer and continuing shareholders should therefore expect to receive an uplift to their Net Asset Value per Share as a consequence of the Tender Offer.  

Restricted Shareholders and other Overseas Shareholders

The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Territories (these being Australia, Canada, Japan and the United States). Restricted Shareholders are being excluded from the Tender Offer to avoid breaching applicable local laws relating to the implementation of the Tender Offer. Accordingly, copies of the Circular, the Tender Form and any related documents are not being and must not be mailed or otherwise distributed in or into Restricted Territories.

Directors' intentions to tender

No Director will be tendering any of his Shares under the Tender Offer.

Expected timetable

Latest time for proxies for General Meeting	9.30 a.m. on 21 February
Latest time for receipt of Tender Forms/TTE instructions in CREST	11.00 a.m. on 21 February
General Meeting	9.30 a.m. on 23 February
Calculation Date	Close of business on 23 February
Results of Tender Offer and Tender price announced	25 February
Settlement Date	7 March

Annual General Meeting

At the Annual General Meeting of the Company held on 31st January 2011, all of the Ordinary Resolutions put to shareholders were passed.  In addition, four items of special business were passed which:

i)          allow the Company to continue in existence as an investment trust for a further three year period.

ii)         allow the Company to allot new Ordinary shares up to an aggregate nominal amount of £2,213,175, representing approximately 5% of the Company's issued Ordinary share capital; and

iii)        allow the Company to dis-apply pre-emption rights on the allotment of Ordinary shares; and

iv)        allow the Company to make market purchases of up to 26,540,389 Ordinary shares and 1,773,973 Subscription shares representing 14.99% of the Company's issued share capital.

Material transactions

Changes to share capital

	Ordinary shares of 25p
Ordinary shares in issue on 1st October 2010	177,013,237
Shares bought back and cancelled	-
Shares issued due to exercise of Subscription shares	24,494
As at 31st December 2010	177,037,731

During the quarter, the Company made no market purchases of its own shares for cancellation.

Subscription Shares

The Conversion Prices of the Subscription Shares, calculated as at the close of business on 2 February 2009 and based on the Company's Net Asset Value of 135.04 pence, are as follows:

If Subscription Share Rights are exercised between 1 April 2010 and 31 March 2012, 176 pence.

If Subscription Share Rights are exercised between 1 April 2012 and 31 March 2014, 203 pence.

Portfolio

Top ten holdings as at 31st December 2010

Stock name	Country	Weight %
Samsung Electronics	South Korea	3.8
Ping An Insurance 'H'	China	3.2
Hyundai Heavy Industries	South Korea	3.2
China Construction bank 'H' Olam	China Singapore	3.0 2.5
Siam Cement	Thailand	2.3
Advanced Semiconductor Engineering	Taiwan	2.2
BOC Hong Kong	Hong Kong	2.1
Keppel	Singapore	2.1
Samsung Engineering	South Korea	2.1

Sector breakdown as at 31st December 2010

	Portfolio %
Industrials	30.1
Financials	23.9
Materials	16.5
Consumer Staples	9.7
Information Technology	8.7
Energy	4.1
Consumer Discretionary	3.5
Utilities	1.0
Health Care	0.7
Telecommunication Services	0.0
Cash	1.8
Total	100.0

Geographical Breakdown as at 31st December 2010

	Portfolio %
China	23.0
South Korea	19.0
Singapore	15.6
India	14.4
Hong Kong	9.2
Taiwan	7.2
Indonesia	4.3
Thailand	3.8
Malaysia	1.7
Cash	1.8
Total	100.0

By order of the Board

Alison Vincent, for and on behalf of

JPMorgan Asset Management (UK) Limited, Secretary

7th February 2011

Registered office: Finsbury Dials, 20 Finsbury Street, London, EC2Y 9AQ

Telephone: [phone]

This interim management statement has been prepared solely to provide information to meet the requirements of the UK Listing Authority's Disclosure and Transparency Rules.

Please note that up to date information on the Company, including daily NAV and share prices, factsheets and portfolio information can be found at www.jpmasian.co.uk

 

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