Notice of GM

RNS Number : 9760Z

Schroder Asian Total Retn InvCo PLC

20 December 2017

 

THIS ANNOUNCEMENT SHOULD NOT BE DISTRIBUTED, FORWARDED TO OR TRANSMITTED, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OR REGULATIONS OF ANY SUCH JURISDICTION

20 December 2017

Schroder Asian Total Return Investment Company plc

(the "Company")

Publication of Circular to convene a General Meeting

Since the Company's Annual General Meeting held on 26 April 2017, the Company has seen significant demand for its Ordinary Shares and, in order to satisfy this demand, the Company has sold approximately 7.3 million Ordinary Shares out of treasury in the period from the Annual General Meeting to 20 December 2017 such that the authority to issue Ordinary Shares on a non-pre-emptive basis granted at the Annual General Meeting has been fully utilised.  Of the 7.3 million Ordinary Shares sold, approximately 1.7 million, issued earlier in the year, were issued at a small discount to Net Asset Value, with the remaining approximate 5.6 million Ordinary Shares, all issued since 3 October 2017, having been issued at a premium to Net Asset Value. The Company is therefore taking the steps necessary to enable it to continue to issue further Ordinary Shares to meet demand in the market.

The Directors believe that ongoing issuance pursuant to the authority conferred by the Resolutions should yield the following benefits to existing Shareholders:

•           continued improvement of liquidity in the market for the Company's Ordinary Shares;

•           effective management of the premium to Net Asset Value per Ordinary Share at which the Ordinary Shares may trade; and

•           increase in the size of the Company with two benefits: first, to ensure that the Company is of sufficient size to attract larger institutional investors and, second, to assist in spreading operating costs over a larger capital base which should reduce the ongoing charges ratio.

Accordingly, the Company is pleased to announce that it has today published a circular (the "Circular") convening a General Meeting on Tuesday, 23 January 2018 in order to seek Shareholder authority to issue further Ordinary Shares on a non-pre-emptive basis. In respect of the allotment of new Ordinary Shares, authority is being sought to disapply pre-emption rights and such Ordinary Shares will be issued at a price which is equal to or greater than the Company's Net Asset Value per Ordinary Share as at the latest practicable date before their allotment. In respect of the sale of Ordinary Shares held in treasury, separate authority is being sought to disapply pre-emption rights and, where any Ordinary Shares held in treasury are sold pursuant to this power at a discount to the prevailing Net Asset Value per Ordinary Share, such discount shall not be greater than 4% to the Net Asset Value per Ordinary Share at the latest practicable date before such sale.

The Circular sets out the Company's intention to call a General Meeting of Shareholders to be held on Tuesday, 23 January 2018 at 11.00 a.m. at 31 Gresham Street, London EC2V 7QA to consider and, if thought fit, approve (i) an ordinary resolution empowering the Directors to allot securities up to an amount equal to approximately 10 per cent. of the issued share capital of the Company as at 20 December 2017; (ii) a special resolution to disapply pre-emption rights in respect of the allotment of new Ordinary Shares up to an amount equal to approximately 10 per cent. of the issued share capital of the Company as at 20 December 2017; and (iii) a special resolution to disapply pre-emption rights in respect of the sale of treasury shares up to an amount equal to approximately 3% of the issued share capital of the Company as at 20 December 2017. Any authority granted to the Directors will be in substitution for the authorities granted at the Annual General Meeting and will expire at the conclusion of the next annual general meeting of the Company to be held on 9 May 2018.

Expected timetable:

Latest time and date for receipt of forms of proxy	11.00 a.m. on 21 January 2018
General Meeting	11.00 a.m. on 23 January 2018

A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM. 

The Circular will also shortly be available on the Company's website at: www.schroders.co.uk/satric.  Please click on the following link to view the document:

http://www.rns-pdf.londonstockexchange.com/rns/9760Z_-2017-12-20.pdf 

Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Circular.

Enquiries: John Spedding/Andrea Davidson Schroder Investment Management Limited Tel: [phone] Neil Morgan Winterflood Investment Trusts Tel: [phone]

 

END

 

 

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