JPMorgan Emerging Mkts Invest Trust
15 February 2006
JPMorgan Emerging Markets Investment Trust plc ('JPM Emerging Markets')
Recommended Participation of JPM Emerging Markets in Reconstruction of F&C
Emerging Markets Investment Trust plc ('F&C Emerging Markets').
The Board of JPM Emerging Markets has reached agreement with the Board of F&C
Emerging Markets for the participation of JPM Emerging Markets in a recommended
scheme of reconstruction being put forward by F&C Emerging Markets.
The previous scheme between the two companies was supported by a large majority
of the F&C Emerging Markets shareholders and was approved at an extraordinary
general meeting of that company. However, the board of F&C Emerging market had
to withdraw the scheme as a result of a significant shareholder dissenting from
the scheme. The new scheme is being put forward with the full support of the
dissenting shareholder.
F&C Emerging Markets is undertaking a scheme of reconstruction under Section 110
of the Insolvency Act 1986 offering its shareholders the opportunity to continue
their investment in global emerging markets by electing for new JPM Emerging
Markets shares or the option of realising some or all of their investment for
cash at net asset value less costs. Shareholders of F&C Emerging Markets making
no election will receive new JPM Emerging Markets shares.
JPMorgan will make a cash contribution, for the benefit of the shareholders of F
&C Emerging Markets electing to roll over into JPM Emerging Markets, of 0.5 per
cent. of the asset value rolling over; and will also make a contribution to JPM
Emerging Markets equal to the greater of 0.5 per cent. of the asset value
rolling over and the costs of JPM Emerging Markets' participation in the scheme.
JPMorgan will also assist in F&C Emerging Markets' portfolio realignment by
transferring assets in specie to JPM Emerging Markets where JPMorgan considers
such transfers to be in the best interests of JPM Emerging Markets.
JPM Emerging Markets will incur no asset or income dilution as a result of the
transaction.
Two F&C Emerging Markets directors, Val Powell and David Gamble, will join the
JPM Emerging Markets board.
As part of the transaction arrangements, the JPM Emerging Markets' continuation
vote, due in 2007, will be brought forward for consideration at the
extraordinary general meeting to approve the participation in the scheme.
Further continuation resolutions will be proposed in 2008 and every three years
thereafter.
Shareholders representing in excess of 45 per cent. of F&C Emerging Markets'
issued share capital have indicated in writing their intention to vote in favour
of the scheme and F&C Emerging Market shareholders have continued to be strongly
supportive of JPM Emerging Markets' participation in the scheme.
Further announcements will be made in due course as to the full details of the
transaction, which will require shareholder approval at extraordinary general
meetings of the two companies.
For further information, please contact:
JPMorgan Emerging Markets Investment Trust plc
Roy Reynolds, Chairman, tel. 020 7742 3445
Winterflood Securities
Robin Archibald/Nathan Brown, tel. 020 7621 5564/5572
JPMorgan Asset Management (UK) Limited
David Barron/Simon Crinage, tel. 020 7742 1000
Fishburn Hedges
Andy Berry, tel. 020 7544 3044
This information is provided by RNS
The company news service from the London Stock Exchange
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