Bonus Issue of Subscrip Share

JPMorgan Chinese Inv Tst PLC 18 March 2008 JPMorgan Chinese Investment Trust plc Bonus issue of Subscription Shares and proposed issue of up to 50 million New Ordinary Shares The Company has today published a circular ('the Circular') with details of recommended proposals for a bonus issue of Subscription Shares and the proposed issue of up to 50 million New Ordinary Shares. Capitalised terms in this announcement have the same meaning as set out in the Circular. Introduction On 19 December 2007 the Board announced proposals to enlarge the Company through a bonus issue of Subscription Shares and, subject to market conditions, an offer for subscription. The Board is today publishing its Proposals for the Bonus Issue, the potential future issue of up to 50 million New Ordinary Shares, the adoption of new Articles of Association and a renewal of the Company's share buy-back authority. The Company is also proposing to bring forward the continuation vote that is due to be held at the 2008 AGM to the General Meeting to be held in connection with the Proposals. The Board has determined that in current market conditions it would not be appropriate to proceed with an offer for subscription. The Proposals The Proposals to be considered by and voted on by Shareholders at the General Meeting are as follows: The Bonus Issue The Company is proposing to issue Subscription Shares to Qualifying Shareholders on the basis of one Subscription Share for every five Ordinary Shares. Fractions of Subscription Shares will not be allotted or issued and entitlements will be rounded down to the nearest whole number of Subscription Shares. The Subscription Shares will be issued without cost to Qualifying Shareholders. Each Subscription Share will confer the right (but not the obligation) to subscribe for one Ordinary Share on 15 May 2009 and at the end of each 12 month period thereafter until 15 May 2013 when the rights under the Subscription Shares will lapse. Each Subscription Share will be capable of conversion into one Ordinary Share on notification to the Company in the thirty days preceding 15 May in any of the years 2009 to 2013 (inclusive) on payment of the Conversion Price as set out below. Holders of Subscription Shares will not be entitled to receive any dividends from the Company. The Conversion Price will be equal to the unaudited NAV per Ordinary Share as at 5 p.m. on 11 April 2008, plus a percentage premium to such amount, rounded up to the nearest whole penny as follows: (a) if exercised in May 2009 - a 1 per cent. premium to such NAV per Ordinary Share; (b) if exercised in May 2010 - a 10 per cent. premium to such NAV per Ordinary Share; and (c) if exercised in May 2011, 2012 or 2013 - a 30 per cent. premium to such NAV per Ordinary Share. The percentage premiums applying at each exercise opportunity and the resulting Conversion Prices reflect the Board's confidence in the Company's prospects and its hope that Qualifying Shareholders will be able to exercise their Subscription Share Rights and acquire Ordinary Shares on favourable terms in the future. The Directors believe the Bonus Issue of Subscription Shares will have the following advantages: • At no additional cost, Qualifying Shareholders will receive readily tradable securities with financial value which they may convert into Ordinary Shares in order to benefit from the Company's future growth or realise for cash; • Shareholders will receive securities that have similar characteristics to warrants, but unlike warrants are qualifying investments for the purposes of an existing PEP and for the stocks and shares component of an ISA; and • on any exercise of Subscription Share Rights, the capital base of the Company will increase allowing operating costs to be spread across a larger number of Ordinary Shares and the total expense ratio to fall. The Issue The Company published a prospectus on 6 July 2006 relating to a proposed issue of up to 50 million Ordinary Shares. This prospectus has now lapsed and the Company has today issued a new prospectus which will enable it to make available up to 50 million New Ordinary Shares in the future. The Company is also seeking the authority to allot up to 50 million New Ordinary Shares and to allot these shares without regard to statutory pre-emption rights. The Board intends to make available up to 50 million New Ordinary Shares to be issued from time to time, to existing Shareholders and to new investors, at the discretion of the Directors and at times when the Directors consider it to be in the best interests of existing Shareholders. Such issuance will be at a premium to the Net Asset Value per Ordinary Share at the time of issue, in order to cover the payment of any costs of the issue and the costs of investing the proceeds of the issue. The Directors consider that the issue of New Ordinary Shares will lead to: • the Company being able to meet demand from Shareholders and new investors for new Ordinary Shares at a reasonable premium to NAV per Ordinary Share; • a broadening of the Shareholder base and an improvement in the liquidity of the Ordinary Shares; and • the Company's costs being spread over a greater number of Ordinary Shares, which may result in the Company's total expense ratio being reduced. Authority to repurchase shares The Company is proposing to renew its authority to buy back up to 14.99 per cent. of the issued Ordinary Share capital and to seek authority to buy back up to 14.99 per cent. of the issued Subscription Share capital. Repurchases of Ordinary Shares will be made at the discretion of the Board, and will only be made in the market at prices below the prevailing NAV per Ordinary Share as and when market conditions are appropriate and in accordance with the Listing Rules. Ordinary Shares repurchased might not be cancelled but rather held as treasury shares and may be subsequently re-issued at a premium. Repurchases of Subscription Shares will be made at the discretion of the Board and will only be made when market conditions are appropriate. Continuation Vote The Bonus Issue, if approved, will create Subscription Shares with a five year life. In order that the Subscription Share Rights are not affected by the Company's five yearly continuation vote schedule, it is proposed to bring forward the 2008 continuation vote and hold the vote at the General Meeting to be held in connection with the Proposals rather than at the Company's AGM later in the year. This change will be reflected in the New Articles proposed to be adopted at the General Meeting. The Directors have considered the viability of the Company along with its mandate and concluded that the investment outlook for the Greater China region is positive over the medium to long term. The Directors also believe that the continuing appointment of the present manager, JPMorgan Asset Management (UK) Limited on the terms agreed is in the best interests of Shareholders and that the Company should continue in its current form. If Resolution 3 is passed at the General Meeting, the next continuation vote will be at the AGM in 2013. New Articles of Association If Resolution 1 is approved, new Articles of Association will be adopted to replace the existing Articles of Association. The New Articles, as well as providing for the rights attaching to the Subscription Shares, making some minor technical changes and amending the provisions relating to the continuation vote, will also incorporate a number of changes to reflect recent legal developments in relation to electronic communication with shareholders, shareholder meetings and resolutions, directors' indemnities, transfers of shares and directors' conflicts of interest. General Meeting The Proposals are conditional on, amongst other things, the approval by Shareholders of the Resolutions to be proposed at a General Meeting of the Company which has been convened for 14 April 2008. EXPECTED TIMETABLE General Meeting 12.30 p.m on 14 April Record date for Bonus Issue 15 April Conversion Price of Subscription Shares announced 15 April Dealings in Subscription Shares commence 8 a.m. on 16 April Enquiries JPMorgan Asset Management (UK) Limited Richard Plaskett 020 7742 3422 Winterflood Investment Trusts Jane Lewis 020 3100 0295 Notes A copy of the Circular and Prospectus will be submitted shortly to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority 25, the North Colonnade Canary Wharf London E14 5HS This information is provided by RNS The company news service from the London Stock Exchange
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