Tender Offer and Notice of Me

RNS Number : 7454Z

JPMorgan Asian Investment Tst PLC

19 January 2011

 



19 January 2011

JPMORGAN ASIAN INVESTMENT TRUST PLC

Tender Offer for up to 5 per cent. of the shares in issue of the Company and proposal to make a Conditional Tender Offer

Not for release, publication or distribution in or into the United States, Canada, Australia or Japan. Unless otherwise defined, terms used herein have the meaning given to them in the circular issued by the Company dated 19 January 2011 (the "Circular"). 

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 30 September 2010 which were despatched to shareholders on 17 December 2010) the Company has today published a Circular and related tender offer forms for this Tender Offer.  The Circular and the Report and Accounts are both available on the Company's website at www.jpmasian.co.uk.   

This Tender Offer and the Conditional Tender Offer (as described below) both require approval by Shareholders of the Company's continuation resolution at the AGM and of the Resolutions at the General Meeting to be held on 23 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 (23 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 8 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 23 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.  The Tender Offer is also subject to certain conditions as set out in the Circular including the passing by the Shareholders of the Company's continuation resolution at the AGM. Once tendered, Shares may not be sold, transferred, charged or otherwise disposed of other than in accordance with the Tender Offer.

The Company's authority to repurchase its own Shares, granted at the annual general meeting of the Company on 1 February 2010 in respect of up to 14.99 per cent. of the Company's issued share capital as at the date of that meeting, will remain in force and unaffected by the Tender Offer or the Conditional Tender Offer. A resolution to renew this authority will be put to Shareholders at the AGM to be held on 31 January 2011.

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

Annual General Meeting	12.00 noon on 31 January
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

For further information please contact:

Enquiries:

JP Morgan Asset Management (UK) Limited, Company Secretary

Alison Vincent          020 7742 6216

JP Morgan Asset Management (UK) Limited, Investment Manager

Simon Crinage         020 7742 3445

Richard Plaskett       020 7742 3486

Cenkos Securities plc, Corporate Broker

Will Rogers              020 7397 1920

Cenkos Securities Plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as the adviser to the Company and is acting for no-one else in connection with the Tender Offer and the contents of this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos Securities Plc nor for providing advice in connection with the Tender Offer and the contents of this announcement or any other matter referred to herein.

Cenkos Securities Plc is not responsible for the contents of this announcement.

 

END

 

 

MSCSFIFEUFFSELF