Merger Update
JPMorgan Emerging Mkts Invest Trust
15 November 2005
15 November 2005
JPMorgan Emerging Markets Investment Trust plc (the 'Company')
Recommended Proposals for an Issue of New Shares in connection with the scheme
of reconstruction of F&C Emerging Markets Investment Trust plc ('F&C Emerging')
Introduction
The Board is today recommending Proposals, announced in outline on 10 October
2005, for an issue of new ordinary shares in connection with the reconstruction
of F&C Emerging. Under the Proposals, F&C Emerging Shareholders will be able
effectively to exchange their holdings of F&C Emerging Shares for New Shares in
the Company.
The Proposals represent a significant opportunity for the Company to grow in a
transaction recommended by both the Board and the board of F&C Emerging. The
Board believes the Company will benefit from the greater liquidity in its Shares
and lower proportionate fixed operating costs that would result from the Issue.
There will be no change in the Company's successful investment style to
accommodate the transaction. The Board has been keen to pursue the Proposals as
the transaction with F&C Emerging represents a good opportunity for the Company
to develop its standing and following for the benefit of current and future
Shareholders.
A circular setting out the details of the Proposals and the Board's unanimous
recommendation that Shareholders vote in favour of the resolutions required to
implement them, will be dispatched to Shareholders today.
Background to and benefits of the Proposals
In view of the underperformance of F&C Emerging, the board of that company has
conducted a full review of its options and concluded that F&C Emerging
Shareholders' interests would be best served by allowing those shareholders
wishing to retain exposure to global emerging markets to do so under a new
manager, with other shareholders offered a cash exit.
The Board has reached agreement in principle with the board of F&C Emerging to
achieve this objective by an effective merger of the two companies to create a
significantly larger global emerging markets investment trust under the
management of JPMorgan Asset Management.
The Board considers that the Proposals will enhance the marketability of the
Company's Shares and therefore should, over the long term, have positive
consequences for the rating of the Shares.
As described in more detail under 'Costs and expenses' below, the costs of
implementing the Proposals will not be borne by existing Shareholders. To the
extent that New Shares are issued under the Proposals, the Board considers that
Shareholders should benefit from the spreading of fixed costs over a wider asset
base, a correspondingly lower Total Expense Ratio and greater liquidity in the
Shares.
Furthermore, the Manager will seek to mitigate portfolio realignment and
realisation costs by selecting those F&C Emerging assets it believes are
appropriate for F&C Emerging to transfer in specie to the Company.
The Proposals
The Proposals involve an issue of New Shares in consideration for the transfer
of part of the investment undertaking of F&C Emerging and a vote is proposed to
continue the life of the Company until 2008 (at which point a further
continuation vote will be proposed). In addition, it is proposed that the
Directors' general authority to allot shares and disapply Shareholders'
pre-emption rights and the Company's authority to buy back the Shares be
increased to reflect the increase in the issued share capital of the Company
under the Proposals.
Details of the Proposals
Issue of New Shares
The Company is making available New Shares to F&C Emerging Shareholders in the
proposed reconstruction and members' voluntary liquidation of that investment
trust. The New Shares will rank pari passu with the existing Shares in issue
including for dividends.
Nature of the consideration for the Issue of New Shares
The New Shares will be issued in consideration for the transfer of part of the
assets of F&C Emerging. The assets to be transferred will comprise investments
selected by the Manager as being appropriate to the investment objective and
policy of the Company, short dated UK government bonds, or cash, or cash
equivalents, which will be invested in accordance with the investment policy of
the Company.
F&C Emerging currently invests in a portfolio of companies in emerging markets
throughout the world. In advance of the Effective Date, it is expected that F&C
Emerging will have, to the extent practicable, realised or re-aligned the
business carried on by it in accordance with the Scheme and the Elections made
thereunder. Therefore, so far as practicable, F&C Emerging will hold assets
comprising a separate business in such a manner as will, on or before the
Effective Date, be suitable for transfer, by virtue of the Transfer Agreement,
to the Company.
Valuation of consideration for the Issue of New Shares
On the Calculation Date, the assets to be transferred in consideration for the
issue of New Shares to the F&C Emerging Shareholders shall be valued in line
with the current valuation policies of F&C Emerging. In order to determine the F
&C Emerging Final NAV for the purposes of the Proposals, such valuation will be
calculated after taking into account the costs to be incurred by F&C Emerging in
relation to the Proposals (including any applicable portfolio realignment and
realisation costs), the F&C Emerging Rollover Enhancement and a pro rata share
of any retention to be made by the liquidator of F&C Emerging.
Calculation of the Rollover Price of New Shares
The price at which the New Shares will be issued to the F&C Emerging
Shareholders will be calculated on the Calculation Date.
The value of the net assets of the Company for this calculation shall be
determined using the current valuation policies of the Company except that
assets will be valued on a mid-price basis rather than a last trade price basis
in order to match the valuation policies adopted by F&C Emerging. In order to
determine the Rollover Price of each New Share such valuation will then be
adjusted to take into account the costs to be incurred by the Company in
relation to the Proposals and the Company Rollover Enhancement.
Costs and expenses
The costs of the Proposals (including all advisers' fees, printing and other
ancillary costs) are expected to be approximately £400,000 (excluding VAT),
which will be borne by the Manager as set out below.
Once the value of the assets rolling into the Company has been determined, the
Manager has agreed to make a cash contribution equal to one per cent. of the
aggregate Pre-Enhancement Final NAV. One half of this contribution will form
part of the F&C Emerging Rollover Enhancement. The other half will form part of
the Company Rollover Enhancement and will be added to the assets of the Company
prior to the issue of New Shares before determining the Rollover Price (and so
will be for the benefit of the existing Shareholders). The Manager has agreed to
bear the Company's costs in relation to the implementation of the Proposals to
the extent that such costs exceed the cash contribution made by the Manager to
the Company described above. As a result, the Issue will not result in a
decrease in the NAV per Share and may result in an increase in the NAV per Share
if the Company Rollover Enhancement is greater than the total costs to be borne
by the Company.
Proposed directors
As part of the Proposals, it is proposed that Valentine Powell and David Gamble,
existing directors of F&C Emerging, be appointed as directors of the Company
with effect from the Effective Date.
Continuation
The Directors consider it appropriate to bring the continuation vote forward by
two years as part of the Proposals in order to provide Shareholders with the
opportunity to reaffirm the Company's mandate for the next three years.
Further to Article 140 of the Company's Articles, at the annual general meeting
of the Company to be held in 2007, an ordinary resolution is required to be
proposed to the effect that the Company shall continue in existence for a
further three years. As part of the Proposals, the continuation vote will be
brought forward for consideration at the Extraordinary General Meeting. Further
continuation resolutions will be proposed in 2008 and every three years
thereafter.
Voting Intentions
F&C Emerging Shareholders representing 41.4 per cent. of the F&C Emerging Shares
have indicated their intention to vote in favour of F&C Emerging's proposals.
Enquiries:
JPMorgan Emerging Markets Investment Trust plc
Roy Reynolds, Chairman, tel. 020 7742 3445
Robin Archibald, Winterflood Securities, tel. 020 7621 5564
JPMorgan Asset Management
David Barron/Simon Crinage, tel. 020 7742 1000
Neil Hedges/Andy Berry/Mark Tierney, Fishburn Hedges, tel. 020 7839 4321
Expected Timetable:
Latest time and date for receipt of Voting Instruction Forms 1 December
2005, 5.00 p.m.
Latest time and date for receipt of Forms of Proxy 6 December
2005, 9.30 a.m.
Extraordinary General Meeting 8 December
2005, 9.30 a.m.
Calculation Date 14 December
2005, 5 p.m.
Effective Date 16 December
2005
Issue of New Shares, Admission and credit to CREST accounts of 19 December
New Shares issued in uncertificated form 2005, 8 a.m.
Despatch of share certificates in respect of New Shares issued By 23 December
in certificated form 2005
Notes:
Winterflood Investment Trusts, which is regulated by the Financial Services
Authority, is acting for the Company and for no-one else in connection with the
contents of this announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to customers of Winterflood
Investment Trusts, or for affording advice in relation to the contents of this
announcement or any matters referred to herein.
Copies of the Circular and the Prospectus have been submitted to the Financial
Services Authority and will shortly be available for inspection at the UK
Listing Authority's Document Viewing Facility, which is situated at:
Document Viewing Facility
UK Listing Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. 020 7066 1000
Terms used in this announcement shall, unless the context otherwise requires,
bear the meaning given to them in the circular to the shareholders of JPM
Emerging Markets Investment Trust plc dated 15 November 2005.
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