Circ re Proposed New Manager and Change of Name
Gartmore Asia Pacific Trust PLC (the "Company")
6 October 2006
Proposed appointment of a new investment manager of the Company and change of
name
The Company has today issued a circular (the "Circular") regarding the proposed
change of investment manager and change of name of the Company. Subject to
shareholder approval, the Board will appoint Aberdeen Asset Management Asia
Limited to manage the Company's portfolio and change the Company's name to
Aberdeen All Asia Investment Trust PLC. Terms used in this announcement shall
have the same meaning as those used in the Circular.
Background to the Proposals
In summer 2006, the Company's two principal fund managers gave notice that they
were leaving Gartmore to join other asset management businesses. In light of
this, on 19 July 2006, the Board announced that it was considering the future
arrangements for the management of the Company's portfolio.
Following that announcement, the Board received a number of proposals regarding
the future management of the Company, and, having carefully considered these,
the Board has decided to appoint Aberdeen as the new investment manager in
place of Gartmore. The Board considers that Aberdeen has an excellent track
record and is committed to providing investment management services to the
Company. In addition, the proposals put forward by Aberdeen ensure there is a
continuity of the Company's mandate which will remain the same (i.e. a focussed
portfolio covering Asia, including Japan). The Board has decided that the
appointment of Aberdeen will be conditional upon obtaining Shareholder approval
at an extraordinary general meeting of the Company to be held at 10:30 a.m. on
9 November 2006. The resolution to be put to Shareholders will also, if passed,
change the Company's name to "Aberdeen All Asia Investment Trust PLC".
The Board has consulted certain major Shareholders of the Company who have
indicated their support for the new investment manager.
New Investment Manager - Aberdeen
Background on Aberdeen
Aberdeen Asset Management Asia Ltd, a wholly-owned subsidiary of Aberdeen Asset
Management PLC, was established in 1992 as the Asia Pacific investment manager
for the Asian investments of the Aberdeen Group. Today, Aberdeen is a leading
independent manager of Asian equities, with a global client list that includes
institutions such as central banks, national pension schemes, corporate
entities as well as other asset managers, investing through both segregated and
pooled fund structures. As at 31 August 2006, Aberdeen managed regional
equities with an aggregate value of £13.5 billion.
The Aberdeen Group today has a stable and experienced investment team of 27
based in Singapore, Sydney, Bangkok, Kuala Lumpur and Tokyo. This Asia Pacific
investment team is led by Hugh Young, who is Aberdeen Group's head of equities
as well as the managing director of Aberdeen.
Aberdeen is an active manager, and follows a bottom-up, stock-picking
investment style, characterised by first-hand research. Aberdeen has a clearly
articulated investment process that is disciplined and consistent.
All investment decisions are made on a team basis, with investment managers
cross-covering stock and markets. No stock is bought without Aberdeen's
investment managers having met management, with regular visits thereafter. Over
the years, Aberdeen's investment managers have visited many thousands of
companies. Aberdeen's investment managers conduct around 1,200 meetings
annually.
Track record
Aberdeen has a strong track record of managing funds with an Asia, including
Japan, mandate. The Aberdeen Asia including Japan Fund has been in the first
quartile in its sector over three, five and ten years. An illustration of its
cumulative performance (to 30 September 2006) is set out below by percentage
growth:
1 year 3 years 5 years 10 years
NAV total 9.39 64.85 127.18 69.15
return (Asia
including
Japan)
MSCI AC Asia 9.68 54.30 65.93 5.72
Pacific
Benchmark
Quartile 2nd 1st 1st 1st
Source: Aberdeen / Lipper, Total Return, UK Net Income Reinvested, GBP
Net of annual management fees and expenses, gross of initial charge.
New Management Arrangements
If Aberdeen's appointment is approved by Shareholders at the EGM, Aberdeen will
assume responsibility for the investment management of the Company with effect
from 10 November 2006. Aberdeen's appointment will be on terms which are
substantially similar to those set out in the Existing Management Agreement.
The fees payable to Aberdeen will be the same as those currently payable to
Gartmore and will comprise:
* a management fee of 0.75 per cent. per annum of total assets less current
liabilities, with a rebate to the Company for any fees received in respect
of any investments by the Company in investment vehicles managed by the
Aberdeen group; and
* a performance fee of 15 per cent. of the portfolio's out-performance
against the benchmark index. The performance fee will be subject to a cap
of 0.25 per cent. in any year in which the year-end net asset value per
Share is less than the previous year-end net asset value per Share. Payment
of a performance fee will also be subject to the net asset value per Share
at the end of a performance period being higher than the last net asset
value per Share by reference to which a performance fee was paid to
Aberdeen in the three years before the end of the relevant performance
period.
The New Management Agreement will be terminable by either party on six months'
notice in writing and the standard of care and indemnity provisions will also
remain largely unchanged.
Existing Management Agreement
In accordance with the terms of the Existing Management Agreement, Gartmore
will be paid its final management fee on 9 November 2006. Whether Gartmore will
be entitled to a performance fee in respect of the period from 1 April 2006 to
9 November 2006 will depend on whether the Company's net asset value as at the
latter date exceeds both the benchmark index and the net asset value on which
the last performance fee was paid. Any performance fee will be calculated pro
rata because it would be payable in respect of a period of less than one year.
Change of Name
In order to reflect the proposed change of investment manager of the Company,
the Directors propose that the Company's name should be changed to "Aberdeen
All Asia Investment Trust PLC". If the Company's name is not changed to exclude
the word "Gartmore" and the management passes to another fund management group,
the Company may in certain circumstances become liable to Gartmore for a
licence fee under the terms of the Existing Management Agreement.
Costs of the Proposals
Aberdeen has agreed to pay the Company £0.125m (inclusive of VAT) which the
Board estimates as the costs and expenses of the Proposals. The Company will
bear the cost of any performance fee which may become due to Gartmore.
Extraordinary General Meeting
The implementation of the Proposals will require the approval of Shareholders.
The EGM will be held at 20 Moorgate, London EC2R 6DA at 10:30 a.m. on 9
November 2006. At the EGM, a special resolution will be proposed to approve the
appointment of Aberdeen as the new investment manager on the terms of the New
Management Agreement and to change the Company's name.
New Share Scheme Arrangements
For practical reasons, Gartmore is unable to administer saving schemes for a
fund that it no longer manages. Aberdeen, through its sister company Aberdeen
Asset Managers Limited, will be contacting Scheme Participants in due course to
explain the options for Scheme Participants to transfer their investment into
Aberdeen Asset Managers Limited's Share, ISA and/or PEP plans, which are
similar to those run by Gartmore. In the meantime the Gartmore saving schemes
will close to further contributions with effect from 7 November 2006. For the
avoidance of doubt, the last contributions of the Scheme Participants who make
regular monthly contributions will be those for October 2006.
Expected Timetable
2006
Latest time and date for receipt of Voting 5.00 p.m. on 2 November
Direction Form from Scheme Participants
Latest time and date for receipt of Forms of 10:30 a.m. on 7 November
Proxy for use at the Extraordinary General
Meeting
Extraordinary General Meeting 10:30 a.m. on 9 November
Appointment of the New Manager becomes 10 November
effective
Enquiries
David Price - Chairman, Gartmore Asia 01790 753 764
Pacific Trust PLC
William Hemmings - Aberdeen Asset 020 7463 6000
Management