Capital Reorganisation
Templeton Emerging Markets IT PLC
21 May 2007
PRESS RELEASE
EMBARGOED UNTIL 0700HRS LONDON TIME, 21 MAY 2007
21 May, 2007
Templeton Emerging Markets Investment Trust PLC
("TEMIT" or the "Company")
PROPOSALS TO EFFECT A RETURN OF CAPITAL AND
ADDRESS THE COMPANY'S DISCOUNT TO NAV
Key Points
• The Board is proposing by means of the Proposals to provide Shareholders who
wish to realise a proportion of their investment with an opportunity to do so.
• The Board proposes to re-organise its share capital such that the Existing
Ordinary Shares are replaced with two new securities - up to 25 per cent. with
Redeemable Tracker Stock Units and the balance with New Ordinary Shares (both
share classes to be listed on the London Stock Exchange).
• Vote on continuation of the Company due in 2009 proposed to be postponed until
2011.
• Active use of the Company's buy-back powers will be made by the Board to seek
to address the Company's share price discount to NAV per Ordinary Share and to
enhance NAV per Ordinary Share.
• Shareholders will be given the right, but will be under no obligation, to
convert up to 25 per cent. of their Existing Ordinary Shares into Redeemable
Tracker Stock Units.
• Shareholders will be able to elect to convert more than 25 per cent. of their
Existing Ordinary Shares. Any such elections will be fulfilled subject to the
maximum amount of Redeemable Tracker Stock Units issued pursuant to the
Proposals not exceeding an amount equivalent to 25 per cent. of the number of
Existing Ordinary Shares.
• Following their issue, Redeemable Tracker Stock Units will:
• have an attributable net asset value per share which will track the
performance of the Tracker Index;
• pay a dividend equivalent (before expenses) to the yield on the Tracker Index;
• be redeemable in tranches at a declining discount to Redeemable Tracker Stock
NAV before being fully redeemable at no discount from 2011 onwards;
• incur an annual management and administration fee equivalent to 0.75 per cent.
of the Redeemable Tracker Stock NAV which will be deducted from the dividend
prior to payment;
• not be convertible into New Ordinary Shares, nor be secured against the
Company's assets.
• TEMIT will retain its status as a UK investment trust, remain listed on the
London Stock Exchange and maintain its existing investment objective and policy.
• An irrevocable commitment has been received from City of London Investment
Management Company Limited, which as at 17 May 2007 represented 13.8 per cent.
of the Company's share capital, to vote or procure that the Ordinary Shares it
represents are voted, in favour of the Proposals at an Extraordinary General
Meeting.
1. Background
On 22 March 2007, the Board of TEMIT announced that it would be bringing forward
proposals to provide those Shareholders who wish to dispose of a proportion of
their shares with an opportunity to do so. This announcement sets out details of
the Proposals which reflect the consultation exercise undertaken in early 2007,
and subsequently with various Shareholders who in total hold approximately two
thirds of TEMIT's Ordinary Share capital and the subsequent extensive review of
the options available to the Board undertaken by the Company's advisers.
The Board believes the Proposals set out below address Shareholder concerns as
expressed to the Board and outlined in the announcement dated 22 March 2007.
The Company proposes to re-organise its share capital with the result that up to
25 per cent. of the Existing Ordinary Shares will be replaced with a listed
redeemable security that will track the performance of the Tracker Index (the
MSCI Emerging Markets Index converted into Sterling). The introduction of the
Redeemable Tracker Stock will enable the Company to return capital to those
Shareholders seeking to realise their investment through regular redemption
opportunities. The remaining Existing Ordinary Shares will be replaced one for
one with New Ordinary Shares.
The Redeemable Tracker Stock will also introduce an element of capital gearing
into the investment performance of the Company's new ordinary share capital. The
outperformance or underperformance of the Company's Net Asset Value relative to
the Benchmark Index will be reflected in the performance of the Company's NAV
per Ordinary Share. Finally, the Company also intends to use its buy-back powers
more actively than to date. TEMIT will maintain its existing investment
objective and investment policy.
The Proposals have been structured to be in the interests of Shareholders as a
whole and formal documentation relating to their implementation will be sent to
Shareholders shortly. Please refer to the section below headed 'Indicative
Timetable'.
2. Board objectives
The principal objectives of the Board in formulating the Proposals are to:
i. restructure the capital of the Company:
• to introduce a mechanism for the returning of capital to those Shareholders
ultimately seeking an exit;
• to establish a mechanism to address the discount of the Company's Ordinary
Share price to NAV in the future; and
ii. maintain the liquidity of the Company's Ordinary Shares in the secondary
market.
3. Proposals
The Proposals as outlined in this announcement are subject to Shareholder
approval at an EGM, details of which will be sent to Shareholders shortly.
During the consultation exercise referred to above, a number of Shareholders
expressed a wish to realise all, or part, of their investment in the Company at
a narrower discount to NAV per Ordinary Share than that historically available
in the market. The Board believes Redeemable Tracker Stock will provide a
mechanism to return capital to those Shareholders who so desire, with the key
elements of the Proposals being:
• The Company will retain its investment trust status and remain listed on the
London Stock Exchange;
• The Company's share capital will be re-organised such that:
• Up to 25 per cent. of its ordinary share capital will be replaced with
Redeemable Tracker Stock;
• The Redeemable Tracker Stock Units will:
• have a net asset value which tracks the Tracker Index;
• pay a quarterly dividend equivalent to the cash yield of the Tracker Index
less an expense charge described below; and
• be listed on the London Stock Exchange.
• Up to 30 per cent. of the Initial Redeemable Tracker Stock Units may be
redeemed at the option of the Redeemable Tracker Stockholders in successive
years at a reducing discount to the Redeemable Tracker Stock NAV, with the First
Redemption Opportunity expected to fall in the first quarter of 2008. After the
first four years, all the outstanding Redeemable Tracker Stock Units will be
fully redeemable at 100 per cent. of the Redeemable Tracker Stock NAV. Holders
of Redeemable Tracker Stock Units will be entitled to redeem their Redeemable
Tracker Stock Units at a declining discount to Redeemable Tracker Stock NAV, or
at no discount from 2011 onwards.
• Redeemable Tracker Stock introduces an element of capital gearing for the
potential benefit of Ordinary Shareholders should the Manager's long term record
of outperforming the Tracker Index continue.
4. Redeemable Tracker Stock
4.1 Summary of terms
The key terms of the Redeemable Tracker Stock are:
• Redeemable Tracker Stock Units will rank in priority to the New Ordinary
Shares with respect to dividends and capital redemption, but will be non-voting.
• The return on Redeemable Tracker Stock at any time will be directly linked to
the capital and income value of the Tracker Index and will not be linked to the
performance of the Company's portfolio of investments.
• The initial aggregate Redeemable Tracker Stock NAV of all the issued Initial
Redeemable Tracker Stock Units will not exceed 25 per cent. of the Company's Net
Asset Value as at the Applicable Date.
• Redemption of Redeemable Tracker Stock Units will occur at the Redeemable
Tracker Stock NAV less a discount which will decrease annually from 4 per cent.
to 0 per cent. The number of Redeemable Tracker Stock Units redeemable in any
year will be subject to an overall maximum described in section 4.3 below.
• Any Redeemable Tracker Stock not previously purchased or redeemed will be
redeemed by the Company in 2023.
• The Redeemable Tracker Stock will not be convertible into New Ordinary Shares
nor secured against the Company's assets.
• The dividend payable on the Redeemable Tracker Stock will be calculated and
paid quarterly by reference to the dividend yield on the Tracker Index. The
amount payable by way of dividend will not be subject to a tax deduction at
source but will be reduced by the expense charge described below. The dividends
payable on the Redeemable Tracker Stock will rank in priority to any dividends
payable on the New Ordinary Shares.
• On a winding up of the Company, Redeemable Tracker Stockholders will be
entitled to payment of all dividends that have accrued but are unpaid, up to and
including the day on which the winding up becomes effective. These payments will
rank in priority to any return of capital to the New Ordinary Shareholders. The
Redeemable Tracker Stock NAV will also be paid to holders of Redeemable Tracker
Stock in priority to any distributions to the holders of New Ordinary Shares.
• There are no underlying assets against which the Redeemable Tracker Stock will
be secured and the Redeemable Tracker Stockholders, whilst having an entitlement
to the redemption value of the Redeemable Tracker Stock as described in this
announcement, will have no entitlement to any of the underlying assets held by
the Company other than their capital entitlement on a winding- up of the
Company.
• The Redeemable Tracker Stock NAV per Redeemable Tracker Stock Unit will be
announced through a regulatory information service of the London Stock Exchange,
simultaneously with the Company's estimated daily NAV per Ordinary Share.
4.2 Expense charge
The Company intends to charge a combined management and administrative fee to
the holders of Redeemable Tracker Stock. This fee will be 0.1875 per cent. per
quarter (equivalent to 0.75 per cent. per annum) on the average of the aggregate
Redeemable Tracker Stock NAV on the last dealing day in each month for the
relevant quarter. It will be paid by deducting this charge from any Redeemable
Tracker Stock dividend payable in the relevant quarter and to the extent that
the costs incurred by the Company in relation to the Redeemable Tracker Stock
are less than this fee, the balance will be paid to the Manager.
If the yield on the Tracker Index is insufficient to pay such charge, the
Redeemable Tracker Stock NAV will be reduced to fund the payment of the charge.
4.3 Redemption
The Redeemable Tracker Stock will be redeemable at the option of Redeemable
Tracker Stockholders on the following basis:
Expected Amount of Initial Redeemable Tracker Stock Units Discount to
Redemption Date redeemable
Redeemable
Tracker Stock
NAV
First Quarter 30 per cent. 4 per cent.
2008
31 January 2009 30 per cent. (plus any balance carried over from 3 per cent.
previous redemption date)
31 January 2010 30 per cent. (plus any balance carried over from 2 per cent.
previous redemption dates)
31 January 2011 No restriction (all outstanding Redeemable 0 per cent.
Tracker Stock may be redeemed)
Redemptions of Redeemable Tracker Stock up to and including the third Redemption
Opportunity will be undertaken by way of a tender offer open to all Redeemable
Tracker Stockholders. If at the First Redemption Opportunity the number of valid
redemption requests is less than the maximum number which could have been
redeemed at that redemption opportunity, the balance which could have been
redeemed at that Redemption Opportunity will be carried forward and will be
available for redemption at the next Redemption Opportunity. If there is an
excess of redemption requests over the redemption limit set for that Redemption
Opportunity, valid tenders will be scaled back on a pro rata basis.
At subsequent Redemption Opportunities, previously unsatisfied redemption
requests from Redeemable Tracker Stockholders will not have priority (i.e.
previously unsatisfied redemption requests will not be rolled forward and will
have to be re-submitted). From the fourth Redemption Opportunity, Redeemable
Tracker Stockholders will be entitled to request the redemption of all or some
of their Redeemable Tracker Stock Units on a quarterly basis by submitting a
redemption request in the prescribed form which will be available from the
Company's registrars prior to each subsequent Redemption Opportunity but the
Company will not undertake any further tenders for the then outstanding
Redeemable Tracker Stock.
4.4 Redemption discount
At the first three Redemption Opportunities, all redemptions of Redeemable
Tracker Stock will be at a reducing discount to the then applicable Redeemable
Tracker Stock NAV. The benefit of this discount will be applied to enhance the
Company's NAV per Ordinary Share and will not be for the benefit of the
Redeemable Tracker Stockholders. Similarly the benefit of any discount on any
Redeemable Tracker Stock bought back by the Company in the market will be
applied to the Company's NAV per Ordinary Share.
4.5 Redemption restrictions
The Board reserves the right to accept tenders only from Redeemable Tracker
Stockholders who have held the Redeemable Tracker Stock Units continuously for a
minimum of 3 months prior to the relevant Redemption Opportunity. For the
avoidance of doubt, stock lending of the Redeemable Tracker Stock will be
regarded as a disposal for the purpose of calculating the continuous holding
period.
5. Shareholder options
The Proposals will give Shareholders the following options in relation to their
Existing Ordinary Shares:
. Do nothing or elect not to convert - 100 per cent. of the Shareholder's
Existing Ordinary Shares will be replaced with New Ordinary Shares
. Elect for 25 per cent. conversion or less - 25 per cent. or less, as
applicable, of the Shareholder's Existing Ordinary Shares will be replaced with
Redeemable Tracker Stock, with the remaining Existing Ordinary Shares to be
replaced with New Ordinary Shares
. Elect for greater than 25 per cent. conversion - at least 25 per cent. of the
Shareholder's Existing Ordinary Shares will be replaced with Redeemable Tracker
Stock. Depending on the elections of other Shareholders, further Existing
Ordinary Shares may be replaced with Redeemable Tracker Stock, subject to the
aggregate amount of Redeemable Tracker Stock issued pursuant to the Proposals
not exceeding an amount equivalent to 25 per cent. of the number of Existing
Ordinary Shares. Any remaining Existing Ordinary Shares not replaced with
Redeemable Tracker Stock will be replaced with New Ordinary Shares.
6. Life of the Company
The Board proposes that the vote scheduled for the annual general meeting in
2009 regarding the continuation of the Company as an investment trust be
postponed to the annual general meeting in 2011. This postponement of the
continuation vote is an integral part of the Proposals being put before
Shareholders.
7. Irrevocable commitment
The Board has received from City of London Investment Management Company
Limited, which as at 17 May 2007 controlled 13.8 per cent. of the Company's
ordinary share capital, an irrevocable commitment to vote, or procure that the
Ordinary Shares it represents are voted, in favour of the Proposals.
8. Impact of gearing
As the entire portfolio of the Company will continue to be invested in line with
its present investment objective and policy, the issue of the Redeemable Tracker
Stock will introduce a form of gearing into the performance of the NAV per
Ordinary Share. This will serve to amplify the outperformance or
underperformance of the NAV per Ordinary Share relative to the Tracker Index.
However, unlike with traditional bank borrowings, the Redeemable Tracker Stock
will rise and fall in value in line with the Tracker Index.
The Redeemable Tracker Stock NAV will track the performance of the Tracker
Index, which has been chosen because one of the Company's benchmark indices is
the MSCI Emerging Markets Index. The return on the Redeemable Tracker Stock
(before the expense charge described above) will equate to the return on the
Tracker Index. This return is separated into two elements - capital returns
(i.e. movements in the Tracker Index) and dividends (i.e. the yield on the
Tracker Index). Should the Company outperform the Tracker Index, NAV per
Ordinary Share will be enhanced through the impact of the issue of Redeemable
Tracker Stock, whether the underlying market is rising or falling. (Conversely,
should the Company underperform the Tracker Index, NAV per Ordinary Share will
be reduced.)
Please note that the level of gearing will change over time as a result of
redemptions of Redeemable Tracker Stock, as well as any subsequent buy-backs of
the Ordinary Shares or Redeemable Tracker Stock.
Any growth or reduction in the value of the Company's assets in excess, or below
that, of the Redeemable Tracker Stock NAV will be reflected in an enhanced or
reduced NAV per Ordinary Share.
9. Share buy-backs and powers to issue Redeemable Tracker Stock
Subject to the Proposals being implemented, the Company intends to operate an
active share buy-back programme, with the objective of seeking to address the
discount at which the Company's Ordinary Shares trade to NAV per Ordinary Share
and enhancing NAV per Ordinary Share. Purchases by the Company of Redeemable
Tracker Stock may also be conducted to manage the gearing level. New Ordinary
Shares and Redeemable Tracker Stock Units purchased by the Company will be
cancelled or held in treasury. Approval will be sought to renew the Company's
share buy-back powers as necessary.
Under the Proposals, TEMIT will be obliged to redeem annually up to 30 per cent.
of the Initial Redeemable Tracker Stock Units plus such number of Redeemable
Tracker Stock Units carried forward from any previous Redemption Opportunities
where less than the maximum number permitted to be redeemed were tendered for
redemption. Redemption of Redeemable Tracker Stock Units would decrease the
proportion of Redeemable Tracker Stock Units outstanding when compared to the
number of New Ordinary Shares outstanding, thus reducing the gearing effect of
the Redeemable Tracker Stock. If Redeemable Tracker Stockholders fully exercise
the redemption facility the gearing will be totally removed within approximately
4 years of implementation of the Proposals at Extraordinary General Meeting.
In order to maintain the level of gearing provided by the Redeemable Tracker
Stock, the Company will have the right, but not the obligation, to place
tendered Redeemable Tracker Stock in the market as long as the price which a
tendering Redeemable Tracker Stockholder receives is no less than that payable
on redemption as at the relevant Redemption Opportunity. Further, the Board may,
subject to market conditions and investor demand, seek to issue new Redeemable
Tracker Stock.
Redeemable Tracker Stock issued following the Capital Reorganisation will rank
pari passu, as to redemption rights, with the Initial Redeemable Tracker Stock
Units issued as part of the Capital Reorganisation.
The Board is also aware that an active use of the Company's buy-back powers to
purchase New Ordinary Shares may result in the level of gearing provided by the
Redeemable Tracker Stock increasing and accordingly the Board expects to operate
its buy-back policy for New Ordinary Shares and Redeemable Tracker Stock in a
manner that takes into account the level of gearing.
10. Benefits of the Proposals
The Board has sought to balance the views and interests of all Shareholders and
to reconcile the views of Shareholders who have made a long term investment in
the Company with the small number of Shareholders who are seeking to realise all
or part of their investment over the shorter term.
The Board believes that:
(i) The introduction of the Redeemable Tracker Stock is designed to satisfy the
majority of Shareholders seeking an exit as it will enable them to select the
most appropriate time for them to realise their investment and the most
appropriate level of discount, whilst providing potential benefits to those
Shareholders who remain invested through the introduction of the Redeemable
Tracker Stock gearing and the enhancement to NAV per Ordinary Share arising from
the redemption of Redeemable Tracker Stock at a discount.
(ii) The active use of the Company's share buy-back powers seeks to have a
positive impact upon the discount to NAV per Ordinary Share at which the
Ordinary Shares trade and is designed to assist in reducing discount volatility.
Its use should also enhance NAV per Ordinary Share over time.
(iii) The Company's long term track record is one of outperformance against the
Tracker Index (as regards both capital and total return). If this record of
outperformance continues, the issuing of Redeemable Tracker Stock should result
in an increase to the Company's NAV per Ordinary Share performance over the long
term. Shareholders should note that there can be no assurance that the Company
will outperform the Tracker Index going forward.
11. Investment objective and policy
The Board confirms that the Company's assets will continue to be invested in
accordance with the existing investment objective and investment policy of the
Company. The return provided by the Redeemable Tracker Stock will not be hedged
by the Manager.
12. Capital reorganisation
The Capital Reorganisation will involve the cancellation of all the Company's
Existing Ordinary Shares and of the amounts standing to credit of the Company's
share premium account and capital redemption reserve pursuant to a capital
reduction. Immediately following this cancellation, New Ordinary Shares and
Redeemable Tracker Stock will be issued to Shareholders in accordance with their
elections pursuant to the capitalisation of the reserves created through the
capital reduction.
The Capital Reorganisation will be subject to the approval of Shareholders by
the passing of a special resolution and to confirmation by the Court. If the
Capital Reorganisation is so approved and confirmed, Shareholders on the
register of members on the Record Date will, subject to their elections, receive
New Ordinary Shares and Redeemable Tracker Stock in place of the Existing
Ordinary Shares held by them.
The New Ordinary Shares will have exactly the same rights as the Existing
Ordinary Shares, but their performance will be geared through the issue of the
Redeemable Tracker Stock and they will rank behind the Redeemable Tracker Stock
in respect of dividend payments and return of capital on a winding-up of the
Company. The rights attaching to the Redeemable Tracker Stock are summarised in
the section above headed 'Redeemable Tracker Stock'.
13. Accounting implications
The Redeemable Tracker Stock will be treated under International Accounting
Standards as a "financial liability" for the purposes of the Company's financial
accounting and calculating Net Asset Value and NAV per Ordinary Share. The
Redeemable Tracker Stock dividend will however be a dividend.
14. UK tax implications
The information set out below relates to UK taxation applicable to Shareholders
who are resident, or ordinarily resident, in the UK for tax purposes (and who,
if individuals, are domiciled in the UK) who hold Ordinary Shares as an
investment (and not as securities to be realised in the course of a trade). This
information is based on existing law and HM Revenue & Customs practice and is,
therefore, subject to any subsequent changes. The information is given by way of
general summary only and does not constitute legal or tax advice to any person.
If you are in any doubt about your tax position or if you may be subject to tax
in a jurisdiction other than the UK, you should consult your professional
adviser.
The following table summarises the tax implications of the Proposals for
different types of UK based Shareholders. The Proposals will be effected in a
tax-efficient manner so that Shareholders will not be treated as disposing of
their Existing Ordinary Shares in the Company, but instead any New Ordinary
Shares or Redeemable Tracker Stock will be treated as having been acquired at
the same time as, and with the same base cost as, the original shareholding.
Event Class of Shareholder
UK individual UK individual UK tax UK exempt
holding paying corporate
through ISA/ corporate
PEP wrapper
Capital reduction This (in conjunction with the issue of New Ordinary Shares
and Redeemable Tracker Stock) will be treated as a
reorganisation for tax purposes, and therefore is tax
neutral. There is no disposal (deemed or otherwise) of
Existing Ordinary Shares and the base cost in the original
shares will roll-over into the new classes of security.
Issue of New The issue of New Ordinary Shares (in conjunction with the
Ordinary Shares capital reduction) is treated as a reorganisation so that
the New Ordinary Shares will be treated as having been
acquired at the same time as, and with the same base cost
(if any) as, the Existing Ordinary Shares held.
Issue of Redeemable The issue of Redeemable Tracker Stock (in conjunction with
Tracker Stock the capital reduction) will be treated as a reorganisation.
The Redeemable Tracker Stock will be treated as having been
acquired at the same time as, and with the same base cost
(if any) as, the Existing Ordinary Shares held.
Redemption/Buy-back Part capital disposal No tax Capital No tax
of Redeemable (up to nominal value) consequences. disposal consequences.
Tracker Stock above and part distribution of
nominal value (over and above shares.
nominal value).
Redemption/Buy-back Capital disposal of No tax Capital No tax
of Redeemable shares. consequences. disposal consequences.
Tracker Stock at or of
below nominal value shares.
On-market sale This should be a No tax Capital No tax
under tender offer capital disposal of consequences. disposal consequences.
shares1. of
shares.
1: HM Revenue & Customs will no longer give clearance under section 701 Income
Tax Act 2007 ("ITA") that this type of transaction will not fall foul of the
anti-avoidance provisions contained in Chapter 1, Part 13 ITA, which seek to
counter certain tax advantages arising in respect of shares. If an individual
taxpayer falls within the scope of these provisions, they will effectively be
taxed on any proceeds in excess of the nominal value of the shares under the
income tax, rather than the capital gains tax, rules.
The information contained in the table above relates only to UK tax and is
applicable to persons who are resident, or ordinarily resident, in the UK for
tax purposes. It is based on current law and published practice (which may
change) and is given by way of summary only. If investors are in any doubt about
the tax consequences of the Proposals, they should seek advice from their own
professional advisers. A more comprehensive and, if relevant, updated summary
regarding the UK tax implications of the Proposals for investors will be
contained in the formal documentation relating to their implementation which
will be sent to Shareholders shortly.
The Directors are advised that the Proposals should not give rise to any UK tax
liabilities for Shareholders who are not resident in the UK and who do not carry
on any business in the UK, and the UK tax treatment which applies to the holding
and disposal of Redeemable Tracker Stock (including the receipt of dividends)
should not be different to that which applies to the holding and disposal of
Ordinary Shares. Non-UK resident Shareholders are normally neither subject to
any further UK tax liability nor entitled to the benefit of a tax credit in
respect of any dividend received. Non-UK resident Shareholders may also be
subject to tax on dividend income under any law to which they are subject
outside the UK. Shareholders who are not resident or ordinarily resident in the
UK for the purposes of UK tax will not normally be liable to UK tax on
chargeable gains arising from the disposal of their Ordinary Shares or
Redeemable Tracker Stock, unless they carry on a trade, profession or vocation
in the UK through a branch, agency or permanent establishment. However, such
Shareholders may be subject to foreign taxation, depending on their personal
circumstances, and such Shareholders should seek advice from their own
professional advisers.
15. Templeton Investment Plan
Investors in the Templeton Investment Plan will be able to participate in the
Proposals and make an election on the same basis as Ordinary Shareholders.
Pursuant to the Capital Reorganisation, the New Ordinary Shares will be held in
the Templeton Investment Plan and the Redeemable Tracker Stock will not be able
to be held, bought or sold under the Templeton Investment Plan but will be held
directly in the main shareholder register of the Company.
16. Overseas Shareholders
Participation in the Proposals by Shareholders resident outside the UK shall be
subject to full compliance with applicable laws of the relevant jurisdiction.
17. Next steps
In order to implement the Proposals, the Company will convene an Extraordinary
General Meeting at which a special resolution will be proposed to approve the
Capital Reorganisation and to postpone the continuation vote until 2011. A
circular convening the Extraordinary General Meeting and providing further
details of the Proposals will be sent to Shareholders as soon as practicable. An
indicative timetable is set out below. The Capital Reorganisation will be
subject to the approval of Shareholders by the passing of a special resolution
and to confirmation by the Court of Session in Scotland.
18. Indicative timetable
Documentation posted to Shareholders June
EGM July
Final Court hearing (Scotland) to effect Capital Reorganisation Late
September/early
October
Effective date of Capital Reorganisation October
First redemption opportunity for Redeemable Tracker Stock Quarter 1 2008
Enquiries:
ING Corporate Finance (Financial Adviser) + 44 (0) 20
7767 1000
Nicholas Gold
William Marle
UBS (Corporate Broker) + 44 (0) 20
7567 8000
Joe Winkley
Mark Whitfeld
Templeton Emerging Markets Investment Trust PLC + 44 (0) 131
242 4000
Sara MacIntosh
This announcement has been approved solely for the purposes of Section 21 of the
Financial Services and Markets Act 2000 by ING Corporate Finance, the corporate
finance division of ING Bank N.V., London Branch, and UBS Limited.
ING Corporate Finance and UBS are acting exclusively for the Company and no one
else in relation to the matters described in this announcement and will not be
responsible to anyone other than TEMIT for providing the protections afforded to
clients of ING Corporate Finance and UBS or for giving advice in relation to
this announcement or any transaction or arrangement referred to herein. ING Bank
N.V., London Branch is authorised by the Dutch Central Bank. UBS is authorised
by the Financial Services Authority. ING Bank N.V., London Branch, and UBS
Limited are regulated by the Financial Services Authority for the conduct of
business in the United Kingdom.
This announcement does not constitute an offer or form any part of any offer or
invitation to sell or issue or purchase or subscribe for any shares in TEMIT.
The investments of the Company are subject to market fluctuations and risks
inherent in investing in Emerging Markets including currency fluctuations,
economic instability and political developments. There can be no assurance that
any appreciation in the value of the investments will occur.
The value of investments and the income derived from them may fall as well as
rise and investors may not recoup the original amount invested in the Company.
Past performance is not indicative of future performance. There is no assurance
that the investment objectives of the Company will actually be achieved.
DEFINITIONS
"AIC" the Association of Investment Companies (formerly the
Association of Investment Trust Companies)
"Announcement" the announcement to which these definitions form part
"Applicable the applicable calculation date to be used for calculating the
Date" initial number of Redeemable Tracker Stock Units to be issued as
part of the Capital Reorganisation and the initial Redeemable
Tracker Stock NAV per unit
"Benchmark MSCI Emerging Markets Index
Index"
"Board" or the directors of the Company
"Directors"
"Capital the proposed cancellation of all of the Existing Ordinary Shares
Reorganisation" and subsequent issue of New Ordinary Shares and Redeemable
Tracker Stock
"Company" or Templeton Emerging Markets Investment Trust PLC
"TEMIT"
"Court" the Court of Session in Scotland
"Emerging financial markets of developing economies
Markets"
"Existing Ordinary Shares of 25p each in issue immediately prior to
Ordinary implementation of the Capital Reorganisation
Shares"
"Extraordinary the extraordinary general meeting to be convened for the purpose
General of approving the Proposals by the Company's Shareholders
Meeting" or
"EGM"
"First the first opportunity Redeemable Track Stockholders will have to
Redemption tender their Redeemable Tracker Stock for redemption, expected
Opportunity" to fall in the first quarter of 2008
"FSMA" Financial Services and Markets Act 2000
"Initial the initial number of Redeemable Tracker Stock Units to be
Redeemable issued pursuant to the Capital Reorganisation
Tracker Stock
Units"
"London Stock London Stock Exchange plc
Exchange"
"Manager" Templeton Asset Management Ltd.
"MSCI Emerging the free float-adjusted market capitalisation index that is
Markets Index" designed to measure equity market performance in the global
emerging markets and prepared by MSCI Barra
"NAV" or "Net the net asset value of all of the assets of the Company
Asset Value" determined in accordance with normal AIC guidelines and the
Company's accounting policies
"NAV per the Net Asset Value divided by the number of Existing, or New,
Ordinary Share" Ordinary Shares (as the context requires) then in issue
"New Ordinary Ordinary Shares to be issued pursuant to the Capital
Shares" Reorganisation having the same rights as the Existing Ordinary
Shares
"Ordinary Existing Ordinary Shares and/or New Ordinary Shares, as the
Shares" context requires
"Ordinary holders of Existing, or New, Ordinary Shares, as the context
Shareholders" requires
or
"Shareholders"
"Proposals" the proposals described in the Announcement, including the
Capital Reorganisation and the postponement of the Company's
continuation vote until 2011
"Record Date" the record date to be used for determining a Shareholder's
entitlement to make elections pursuant to the Proposals
"Redeemable the redeemable preference shares in the capital of the Company
Tracker Stock" to be created and issued as part of the Capital Reorganisation
"Redeemable holders of Redeemable Tracker Stock
Tracker
Stockholders"
"Redeemable the principal amount payable on the redemption of Redeemable
Tracker Stock Tracker Stock from time to time, before applying any discounts
NAV"
"Redeemable a unit of Redeemable Tracker Stock
Tracker Stock
Unit"
"Redemption the opportunity for Redeemable Track Stockholders to redeem
Opportunity" their Redeemable Tracker Stock, subject to the limitations
described in the Announcement, falling on the First Redemption
Opportunity and annually thereafter on 31 January until 2011 and
thereafter on a quarterly basis
"Sterling" the lawful currency of the United Kingdom
"Tracker Index" MSCI Emerging Markets Index converted into Sterling
This information is provided by RNS
The company news service from the London Stock Exchange