Half-yearly Report
FIDELITY EUROPEAN VALUES PLC
Preliminary announcement of unaudited half-year results for the six months
ended 30 June 2008
Contents
Investment Objective and Performance Summary
Summary of Results
Half-Yearly Report
Responsibility Statement
Top 20 Holdings
Financial Statements
Investor Information
Directory
Notice of Meeting
Appendix
Investment Objective
The investment objective of the Company is to achieve long term capital growth
from the stockmarkets of continental Europe.
Performance - total return (includes reinvested income)
6 months to 30 June From launch 5 November
2008 1991
Net asset value per share -4.1% +1,407.9%
Share price -6.2% +1,266.4%
FTSE World Europe (ex UK) -12.8% +430.8%
Index
Standardised performance on a total return basis
30/06/03 - 30/06/04 - 30/06/05 - 30/06/06 - 30/06/07 -
30/06/04 30/06/05 30/06/06 30/06/07 30/06/08
Net asset value +25.7% +33.9% +25.4% +24.8% -3.0%
per share
Share price +30.2% +41.7% +21.8% +24.1% -5.2%
Sources: Fidelity and Datastream.
Past performance is not a guide to future returns. The value of your investment
can go down as well as up.
Summary of Results
30 June 31 December %
2007
2008 change
Assets
Total assets employed (1) £872.1m £957.7m -8.9
Shareholders' funds £761.4m £854.6m -10.9
Borrowings as % of shareholders' funds 14.5 12.1
Borrowings less cash as % of shareholders' (1.7) (1.0)
funds (2)
Net asset value per share per share (NAV) 1,375.42p 1,449.76p -5.1
Stockmarket Data
FTSE World Europe (ex UK) Index 376.91 442.50 -14.8
Share price (3) period end 1,252.00p 1,350.00p -7.3
high 1,406.00p 1,422.00p
low 1,177.00p 1,195.00p
Discount (3) period end 9.0% 6.9%
low 9.7% 6.9%
high 1.6% 0.6%
Returns for the six months to 30 June 2008 2007
Capital return per ordinary share (92.97p) 133.58p
Capital + revenue return per ordinary share (68.39p) 152.84p
Total Returns (4) for the six months to 30 2008 2007
June
NAV per share -4.1% +12.1%
Share price -6.2% +10.7%
FTSE World Europe (ex UK) Index -12.8% +10.9%
1 Total assets less liabilities, excluding loan liabilities.
2 Cash includes investment in Fidelity Institutional Cash Fund plc.
3 The high and low figures relate to the six month period to 30 June 2008 and
the year to 31 December 2007.
4 Includes reinvested income.
Sources: Fidelity and Datastream.
Past performance is not a guide to future returns. The value of your investment
can go down as well as up.
Half-Yearly Report
PERFORMANCE
During the first six months of the year, the net asset value of the portfolio
fell by 4.1%, compared with a decline of 12.8% for the FTSE World Europe (ex
UK) Index, in sterling terms on a total return basis.
MARKET REVIEW
The first half of 2008 has proven to be a difficult period for European
equities. Investor sentiment at the start of the year was fragile due to
concerns about the outlook for the US economy. Then, with weakness in US
residential real estate beginning to broaden, major European banks reported
write-downs tied to US sub-prime mortgages. This, in turn, increased worries
about wider credit related losses. The bail out of Bear Stearns in mid-March
marked a low in equity market performance as investors believed that systemic
risks to financial markets
were much reduced. Equity markets subsequently rallied until further signs of
weakness emerged towards the end of the first half of the year. In addition,
commodity price rises have been unprecedented which have, in turn, led to an
increase in inflation expectations, which has caused further turmoil in equity
markets.
Initially, against a challenging background for European markets, the European
Central Bank (ECB) kept its key interest rate on hold, but took measures to
inject liquidity into the market to ease the pressure on high inter-bank
lending rates. Several headwinds for the region remain including a strong euro
exchange rate, higher energy and food prices, credit and money market turmoil
as well as the downturn in the US economy. With inflation trending upwards the
ECB has more recently moved to tighten interest rates. Thus far, the eurozone
appears to be resilient in the face of some strong challenges and, in fact,
growth in the first quarter proved to be the strongest in five quarters,
boosted by Germany.
PORTFOLIO MANAGER REPORT
During the period under review, stock selection within three key sectors
positively contributed to performance. An underweight exposure to banks helped
performance as the sector came under pressure due to write-downs of US
sub-prime exposure and stock specific issues. Most notably lack of exposure to
UBS and Société Générale boosted relative performance. In addition, exposure to
K+S and Israel Chemicals helped performance as shares in both companies rose
significantly as a tight demand and supply situation boosted earnings. Finally,
selecting Grifols, which enjoys a strong position in the European blood plasma
market, and Roche Holdings, which enjoys a strong product pipeline, both from
the pharmaceuticals sector, also benefited the portfolio.
Over the six months to the end of June, the core of the portfolio continued to
be focused on companies that could grow earnings at a faster rate than the
market average at attractive valuations. There were also holdings in the
portfolio that had corporate potential, as well as various special situations
stocks. The portfolio manager is cautious about stocks that are affected by
movements in the value of the US dollar, as well as those that are overly
sensitive to changes in the macroeconomic outlook. There was little change in
the second quarter to the portfolio positioning, though the weightings in the
financials, healthcare and utilities sectors were reduced somewhat over the
period.
DISCOUNT MANAGEMENT AND GEARING
During the period under review, a further 3.6 million shares were repurchased
for cancellation, with the continued purpose of reducing share price volatility
and resulting in an enhancement of the NAV per share. The level of net gearing
has remained around zero during the period, with cash held producing negative
gearing of 1.7% at the period end. The Board has no immediate plans to
reintroduce gearing.
OUTLOOK
2008 has, so far, proved to be a difficult year for equity investors with high
levels of volatility and an almost continuous stream of poor newsflow dampening
investor sentiment. We are seeing a deteriorating macroeconomic environment
caused by fears of a high inflation low growth scenario (stagflation) and, at
the company level, disappointing profits data led by the struggling financial
sector. Indeed, the financial sector, in particular, could now be entering a
period of markedly weaker growth. As provisions rise and leverage is reigned
in, profit margins will be significantly reduced and this is likely to affect
banks for some time to come. On the positive side, European equities are
currently trading at valuation levels which are attractive relative to other
regions and compared to their longer term history, particularly if earnings do
stand up. Indeed, for stock pickers with a longer term horizon there are some
good opportunities to be found, particularly, with stocks that offer good
longer term fundamentals that have been indiscriminately sold as a result of
uncertain markets.
NEW ARTICLES OF ASSOCIATION
Finally, the Board has decided to convene an Extraordinary General Meeting for
22 September 2008 (the formal notice for which appears on pages 19 and 20 of
the half-yearly report) at which a special resolution will be proposed to adopt
new Articles of Association (the "New Articles") in order to update the
Company's current Articles of Association (the "Current Articles") primarily to
take account of changes in company law brought about by the Companies Act 2006.
The principal changes introduced in the New Articles are summarised in the
Appendix at the back of the half-yearly report. Other changes, which are of a
minor, technical or clarifying nature, merely reflect changes made by the
Companies Act 2006 and have not been noted in the Appendix. The New Articles
showing all the changes to the Current Articles are available for inspection,
as described in note 8 to the Notice.
By order of the Board
FIL Investments International
6 August 2008
Responsibility Statement
The Directors confirm to the best of their knowledge that:
a) the condensed set of financial statements contained within the half-yearly
financial report has been prepared in accordance with the UK Accounting
Standards Board's Statement 'Half
Yearly Financial Reports';
b) the half-yearly report narrative on pages 3, 4 and 5 (constituting the
interim management report) includes a fair review of the information required
by Rule 4.2.7R of the FSA's Disclosure and Transparency Rules and their impact
on the condensed set of financial statements and a description of the principal
risks and uncertainties for the remaining six months of the financial year; and
c) in accordance with Disclosure and Transparency Rule 4.2.8R there have been
no related parties transactions during the six months to 30 June 2008 and
therefore nothing to report on any material effect by such a transaction on the
financial position or the performance of the Company during that period; and
there have been no changes in this position since the last annual report that
could have a material effect on the financial position or performance of the
Company in the first six months of the current financial year.
The half-yearly financial report has not been audited or reviewed by the
Company's auditors.
The half-yearly report was approved by the Board on 6 August 2008 and the above
responsibility statement was signed on its behalf by Robert Walther, Chairman.
Top 20 Holdings as at 30 June 2008
Holding Market %â€
Value £'000
E.ON 41,021 4.7
German generator and distributor of electricity and gas
Roche Holdings 37,624 4.3
Swiss developer and manufacturer of pharmaceutical and
chemical products
Telefonica 30,216 3.5
Spanish provider of telecommunications services
KPN 28,021 3.2
Dutch provider of telecommunications services
Suez 23,608 2.7
French distributor of electricity and natural gas
Grifols 21,861 2.5
Spanish company engaged in the healthcare sector
Gazprom 20,560 2.4
Russian gas company
Allianz 18,928 2.2
European insurance and financial services company
Eni 17,100 2.0
Integrated energy company
Repsol 16,874 2.0
International integrated oil and gas company
OMV 16,654 1.9
Austrian oil and gas company
RWE 14,649 1.7
Holding company providing electricity, gas and water in
continental Europe
Deutsche Boerse 14,625 1.7
German based international financial marketplace operator
Linde 14,317 1.7
Global developer, producer and seller of premium quality
chocolate products
Finmeccanica 13,809 1.6
Italian holding company engaged in aeronautics, helicopters,
space, defence electronics and defence systems
ArcelorMittal 13,519 1.6
Global steel producer
Fresenius Preferred 13,494 1.6
German operator in the healthcare sector
StatoilHydro 12,402 1.4
Norwegian integrated oil and gas company
Fresenius 10,978 1.3
German operator in the healthcare sector
Alstom 10,712 1.2
French manufacturer and supplier of transport and energy
infrastructure
Top 20 holdings 390,972 45.2
†% total assets less liabilities excluding fixed term loan liabilities.
Enquiries:
Rebecca Burtonwood - FIL Investments International - 01737 836 869
Copies of the half-yearly report will be posted to shareholders as soon as
practicable. Copies will also be available to the public from the Company's
registered office, Beech Gate, Millfield Lane, Lower Kingswood, Tadworth,
Surrey KT20 6RP.
Issued by FIL Investments International. Authorised and regulated in the UK by
the Financial Services Authority.
FIDELITY EUROPEAN VALUES PLC
Income Statement
for the six months ended for the year ended for the six months ended
30.06.08 31.12.07 30.06.07
unaudited audited unaudited
revenue capital total revenue capital total revenue capital total
Notes £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
(Losses)/ - (46,311) (46,311) - 98,812 98,812 - 84,531 84,531
gains on
investments
Income 2 21,789 - 21,789 24,305 - 24,305 20,839 - 20,839
Investment (2,875) (5,900) (8,775) (8,002) - (8,002) (4,058) (1,639) (5,697)
management
and
performance
fees
Other (539) - (539) (898) - (898) (349) - (349)
expenses
Exchange 32 6,870 6,902 18 5,011 5,029 54 (452) (398)
gains/
(losses)
Exchange - (7,756) (7,756) - (9,692) (9,692) - (53) (53)
losses on
loans
Net return/ 18,407 (53,097) (34,690) 15,423 94,131 109,554 16,486 82,387 98,873
(loss)
before
finance
costs and
taxation
Interest (2,153) - (2,153) (4,275) - (4,275) (2,032) - (2,032)
payable
Net return/ 16,254 (53,097) (36,843) 11,148 94,131 105,279 14,454 82,387 96,841
(loss) on
ordinary
activities
before
taxation
Taxation on 3 (2,215) - (2,215) (2,812) (97) (2,909) (2,575) - (2,575)
return on
ordinary
activities
Net return/ 14,039 (53,097) (39,058) 8,336 94,034 102,370 11,879 82,387 94,266
(loss) on
ordinary
activities
after
taxation
for the
period
Return/ 4 24.58p (92.97p) (68.39p) 13.79p 155.60p 169.39p 19.26p 133.58p 152.84p
(loss) per
ordinary
share
A Statement of Total Recognised Gains and Losses has not been prepared as there
are no gains and losses other than those reported in this Income Statement.
The total column of the Income Statement is the profit and loss account of the
Company.
These financial statements have been prepared in accordance with the AIC
Statement of Recommended Practice ("SORP") issued in January 2003 and revised
in December 2005.
FIDELITY EUROPEAN VALUES PLC
Reconciliation of Movements in Shareholders' Funds
called share capital capital capital revenue total
up share premium redemption reserve reserve reserve equity
capital account reserve realised unrealised
£'000 £'000 £'000 £'000 £'000 £'000 £'000
Notes
Opening 15,611 58,615 214 567,640 152,116 7,467 801,663
shareholders'
funds: 1 January
2007
Net recognised - - - 70,111 13,915 - 84,026
gains for the
period
Performance fee - - - (1,639) - - (1,639)
to capital
Repurchase of 9 (433) - 433 (22,635) - - (22,635)
ordinary shares
Net revenue - - - - - 11,879 11,879
after taxation
Dividend paid - - - - - (3,243) (3,243)
Closing 15,178 58,615 647 613,477 166,031 16,103 870,051
shareholders'
funds: 30 June
2007
Opening 15,611 58,615 214 567,640 152,116 7,467 801,663
shareholders'
funds: 1 January
2007
Net recognised - - - 127,956 (33,922) - 94,034
gains/(losses)
for the year
Repurchase of 9 (874) - 874 (46,145) - - (46,145)
ordinary shares
Net revenue - - - - - 8,336 8,336
after taxation
Dividend paid - - - - - (3,243) (3,243)
Closing 14,737 58,615 1,088 649,451 118,194 12,560 854,645
shareholders'
funds: 31
December 2007
Transfer between - - - 125,443 (125,443) - -
reserves*
Net recognised - - - (40,444) (6,753) - (47,197)
losses for the
period
Performance fee - - - (5,900) - - (5,900)
to capital
Repurchase of 9 (899) - 899 (46,236) - - (46,236)
ordinary shares
Net revenue - - - - - 14,039 14,039
after taxation
Dividend paid 7 - - - - - (7,991) (7,991)
Closing 13,838 58,615 1,987 682,314 (14,002) 18,608 761,360
shareholders'
funds: 30 June
2008
* In accordance with TECH 02/07: Distributable Profits - with effect from 1
January 2008, changes in fair value of investments which are readily
convertible to cash, without accepting adverse terms, at the balance sheet date
are included in realised, rather than unrealised, capital reserves. The
balances on both reserves at 1 January 2008 have been amended by a reserve
transfer to reflect this change.
FIDELITY EUROPEAN VALUES PLC
Balance Sheet
30.06.08 31.12.07 30.06.07
unaudited audited unaudited
Notes £'000 £'000 £'000
Fixed assets
Investments at fair value through 750,125 848,119 966,136
profit or loss
Current assets
Debtors 14,210 4,543 22,005
Fidelity Institutional Cash Fund 64,541 - -
plc
Cash at bank 59,529 111,233 4,895
138,280 115,776 26,900
Creditors - amounts falling due
within one year
Fixed rate unsecured loan 8 (27,694) (25,755) (10,109)
Other creditors (16,269) (6,230) (18,526)
Net current liabilities (43,963) (31,985) (28,635)
Net current assets/(liabilities) 94,317 83,791 (1,735)
Total assets less current 844,442 931,910 964,401
liabilities
Creditors - amounts falling due
after more than one year
Fixed rate unsecured loans 8 (83,082) (77,265) (94,350)
Total net assets 761,360 854,645 870,051
Capital and reserves
Called up share capital 13,838 14,737 15,178
Share premium account 58,615 58,615 58,615
Capital redemption reserve 1,987 1,088 647
Capital reserve - realised 682,314 649,451 613,477
Capital reserve - unrealised (14,002) 118,194 166,031
Revenue reserve 18,608 12,560 16,103
Total equity shareholders' funds 761,360 854,645 870,051
Net asset value per ordinary 5 1,375.42p 1,449.76p 1,433.00p
share
FIDELITY EUROPEAN VALUES PLC
Cash Flow Statement
30.06.08 31.12.07 30.06.07
unaudited audited unaudited
£'000 £'000 £'000
Operating activities
Investment income received 16,002 19,971 17,487
Deposit interest received 2,269 628 217
Investment management fee paid (3,189) (8,841) (5,189)
Directors' fees paid (52) (62) (34)
Other cash payments (451) (1,084) (385)
Net cash inflow from operating 14,579 10,612 12,096
activities
Returns on investments and
servicing of finance
Interest paid (2,142) (4,265) (2,049)
Net cash outflow from servicing (2,142) (4,265) (2,049)
of finance
Taxation
Overseas taxation recovered 428 1,232 866
Taxation recovered 428 1,232 866
Financial investment
Purchase of investments (324,353) (995,838) (461,110)
Disposal of investments 376,191 1,152,214 475,496
Net cash inflow from financial 51,838 156,376 14,386
investment
Equity dividend paid (7,991) (3,243) (3,243)
Net cash inflow before financing 56,712 160,712 22,056
Financing
Repurchase of ordinary shares (44,897) (45,361) (21,168)
4.335% credit facility drawn - 10,191 10,191
down
4.595% credit facility drawn - 10,109 10,109
down
5.165% credit facility drawn - 10,462 -
down
4.1465% credit facility repaid - (10,191) (10,191)
4.335% credit facility repaid - (10,109) (10,109)
4.595% credit facility repaid - (10,462) -
5.165% credit facility repaid - (11,078) -
Net cash outflow from financing (44,897) (56,439) (21,168)
Increase in cash 11,815 104,273 888
Notes to the Financial Statements
1. Accounting policies
The half-yearly financial statements have been prepared on the basis of
the accounting policies set out in the Company's annual report and financial
statements dated 31 December 2007.
2. Income
30.06.08 31.12.07 30.06.07
unaudited audited unaudited
£'000 £'000 £'000
Overseas dividends 19,637 23,153 20,559
Overseas scrip dividends 82 169 77
Deposit interest 881 983 203
Income from Fidelity Institutional Cash Fund plc 1,189 - -
21,789 24,305 20,839
3. Taxation on return on ordinary activities
30.06.08 31.12.07 30.06.07
unaudited audited unaudited
revenue capital total revenue capital total revenue capital total
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Overseas 3,112 - 3,112 3,695 48 3,743 3,341 - 3,341
taxation
suffered
Overseas (897) - (897) (834) - (834) (766) - (766)
taxation
recovered
Tax - - - (49) 49 - - - -
(credit)/
charge
for use
of
revenue
expenses
2,215 - 2,215 2,812 97 2,909 2,575 - 2,575
4. Return/(loss) per ordinary share
30.06.08 31.12.07 30.06.07
unaudited audited unaudited
Revenue 24.58p 13.79p 19.26p
Capital (92.97p) 155.60p 133.58p
(68.39p) 169.39p 152.84p
Returns/(losses) per ordinary share are based on the net revenue return
on ordinary activities after taxation of £14,039,000 (31.12.07: £8,336,000;
30.06.07: £11,879,000), the net capital loss in the period of £53,097,000
(31.12.07: return £94,034,000; 30.06.07: return £82,387,000) and the total loss
of £39,058,000 (31.12.07: return £102,370,000; 30.06.07: return £94,266,000)
and on 57,113,675 ordinary shares (31.12.07: 60,434,721; 30.06.07: 61,674,171),
being the weighted average number of ordinary shares in issue during the
period.
5. Net Asset Value per ordinary share
The net asset value per ordinary share is based on net assets of £761,360,000
(31.12.07: £854,645,000; 30.06.07: £870,051,000) and on 55,354,851 ordinary
shares (31.12.07: 58,950,751; 30.06.07: 60,715,551), being the number of
ordinary shares in issue at the period end.
6. Costs of Investment Transactions
Included in the (losses)/gains on investments are the following costs of
investment transactions:
30.06.08 31.12.07 30.06.07
unaudited audited unaudited
£'000 £'000 £'000
Purchase expenses 391 773 576
Sales expenses 489 686 487
880 1,459 1,063
7. Dividends
No dividend has been declared in respect of the current period. The dividend
shown on the Reconciliation of Movements in Shareholders' Funds for the six
months ended 30.06.08 relates to the year ended 31.12.07.
8. Loan Facilities
The fixed rate loan from Lloyds TSB Bank plc of euro 40,000,000 was
drawn down on 22 June 2005 for a period of five years at an interest rate of
3.23% per annum. The loan is repayable on 22 June 2010.
The fixed rate loan from Lloyds TSB Bank plc of euro 35,000,000 was
drawn down on 22 November 2005 for a period of three years at an interest rate
of 3.54% per annum. The loan is repayable on 24 November 2008.
The fixed rate loan from Barclays Bank plc of euro 65,000,000 was drawn
down on 29 December 2006 for a period of five years at an interest rate of
4.38% per annum. The loan is repayable on 15 December 2011.
The Company has entered into a euro 25,000,000 credit facility
agreement with Lloyds TSB Bank plc which expires on 15 December 2011. As at 30
June 208 no amount was drawn down.
9. Share Repurchases
The following share repurchases were made in the period:
30.06.08 31.12.07 30.06.07
unaudited audited unaudited
Number of shares repurchased 3,595,000 3,494,901 1,730,101
Average price per share 1,286.12p 1,320.35p 1,308.31p
Total cost including stamp duty and £ £ £
commission 46,236,000 46,145,000 22,635,000
10. Unaudited Financial Statements
The results for the six months to 30 June 2008 and 30 June 2007, which are
unaudited, constitute non-statutory financial statements within the meaning of
s240 of the Companies Act 1985. The figures and financial information for the
year ended 31 December 2007 are extracted from the latest published financial
statements. These financial statements, on which the auditors gave an
unqualified report, have been delivered to the Registrar of Companies.
Investor Information
CONTACT INFORMATION
Private investors can call free on 0800 41 41 10 9am to 6pm, seven days a week.
Financial advisers can call free on 0800 41 41 81 8am to 6pm, on any business
day.
Existing shareholders who have specific queries regarding their holding, for
example a change of address, should
contact the appropriate administrator.
Holders of ordinary shares
Capita Registrars, Registrars to Fidelity European Values PLC, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU.
Telephone: 0871 664 0300 (calls cost 10p per minute plus network extras)
email: ssd@capitaregistrars.com
Details of individual shareholdings and other information can also be obtained
from the Registrars' website:
www.capitaregistrars.com
Fidelity Share Plan investors
Fidelity Investment Trust Share Plan, Equiniti Limited, PO Box 4605, Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6QY.
Telephone: 0871 384 2781 (calls to this number are charged at 8p per minute
from a BT landline. Other telephony providers' costs may vary.)
Fidelity ISA investors
Fidelity, using the freephone number given opposite, or by writing to: UK
Customer Service, Fidelity International, Oakhill House, 130 Tonbridge Road,
Hildenborough, Tonbridge, Kent TN11 9DZ.
www.fidelity.co.uk/its
Fidelity ShareNetwork:
www.fidelity.co.uk/sharenetwork
General enquiries
should be made to FIL Investments International, the Investment Manager and
Secretary, at the Company's registered office: FIL Investments International,
Investment Trusts, Beech Gate, Millfield Lane, Lower Kingswood, Tadworth,
Surrey KT20 6RP.
Telephone: 01732 36 11 44
Fax: 01737 83 68 92
www.fidelity.co.uk/its
FINANCIAL CALENDAR
30 June 2008 - half-yearly period end
August 2008 - announcement of half-yearly results
End August 2008 - publication of half-yearly report
31 December 2008 - financial year end
March 2009 - publication of annual report
May 2009 - Annual General Meeting
Directory
BOARD OF DIRECTORS
Robert Walther (Chairman)
Simon Duckworth
Simon Fraser
James Robinson
David Simpson (Audit Committee Chairman and Senior Independent Director)
Humphrey van der Klugt
MANAGER, SECRETARY AND REGISTERED OFFICE
FIL Investments International
Beech Gate, Millfield Lane
Lower Kingswood
Tadworth
Surrey, KT20 6RP
FINANCIAL ADVISERS AND STOCKBROKERS
Winterflood Investment Trust
The Atrium Building
Cannon Bridge
25 Dowgate Hill
London, EC4R 2GA
INDEPENDENT AUDITORS
Grant Thornton UK LLP
Chartered Accountants and Registered Auditors
30 Finsbury Square
London, EC2P 2YU
BANKERS AND CUSTODIAN
JP Morgan Chase Bank (London Branch)
125 London Wall
London, EC2Y 5AJ
REGISTRARS
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent, BR3 4TU
LAWYERS
Slaughter and May
One Bunhill Row
London, EC1Y 8YY
Notice of Meeting
Notice is hereby given that an Extraordinary General Meeting of Fidelity
European Values PLC will be held at 25 Cannon Street, London EC4M 5TA on 22
September 2008 at 2.30pm for the purpose of considering the following
resolution, which will be proposed as a Special Resolution.
"That the Articles of Association produced to the Meeting and initialled by the
Chairman of the Meeting for the purpose of identification be adopted as the
Articles of Association of the Company in substitution for, and to the
exclusion of, the existing Articles of Association."
NOTES:
1. A shareholder entitled to attend and vote is entitled to appoint a proxy or
proxies (who need not be a shareholder of the Company) to exercise all or any
of his rights to attend, speak and vote at the EGM).
2. A form of proxy is enclosed for use by shareholders. Completion and return
of the form of proxy will not prevent a shareholder from subsequently attending
the Meeting and voting in person if they so wish.
3. To be effective, the instrument appointing a proxy, and any power of
attorney or other authority under which it is signed (or a copy of any such
authority certified notarially or in some other way approved by the Directors),
must be deposited with Capita Registrars, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4BR not less than 48 hours before the time for holding the
Meeting or adjourned Meeting or, in the case of a poll taken more than 48 hours
after it is demanded, not less than 24 hours before the time appointed for the
taking of the poll at which it is to be used.
4. In the case of joint holders, the vote of the senior who tenders the vote
shall be accepted to the exclusion of the votes of the other joint holders and
for this purpose, seniority shall be determined by the order in which the names
stand in the Register of Members.
5. In accordance with Section 325 of the Companies Act 2006 ("2006 Act") the
right to appoint proxies does not apply to persons nominated to receive
information rights under Section 146 of the 2006 Act. Persons nominated to
receive information rights under Section 146 of the 2006 Act who have been sent
a copy of this notice of Meeting are hereby informed, in accordance with
Section 149(2) of the 2006 Act, that they may have the right under an agreement
with the registered member by whom they were nominated to be appointed, or to
have someone else appointed, as a proxy for this Meeting. If they have no such
right, or do not wish to exercise it, they may have a right under such an
agreement to give instructions to the member as to the exercise of voting
rights. Nominated persons should contact the registered member by whom they
were nominated in respect of these arrangements.
6. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001,
the Company has specified that only those shareholders registered in the
Register of Members of the Company at 6.30pm on 20 September 2008 shall be
entitled to attend and vote at the Meeting in respect of the number of shares
registered in their name at that time. Changes to the Register of Members after
5.30pm on 20 September 2008 shall be disregarded in determining the rights of
any person to attend and vote at the Meeting.
7. Shareholders and any proxies or representatives they appoint agree by
attending the Meeting that they are expressly agreeing that they are willing to
receive any communications, including communications relating to the Company's
securities, made at the Meeting.
8. A copy of the Articles of Association to be produced to the Meeting will be
available for inspection at the Company's registered office from the date of
this notice until the close of the Meeting.
9. No Director has a service contract with the Company. Registered Office:
Beech Gate, Millfield Lane, Lower Kingswood, Tadworth, Surrey KT20 6RP.
By order of the Board
FIL Investments International
Secretary
15 August 2008
Appendix
EXPLANATORY NOTES OF PRINCIPAL CHANGES TO THE COMPANY'S ARTICLES OF ASSOCIATION
1. Articles which duplicate statutory provisions
Provisions in the Current Articles which replicate provisions contained in the
Companies Act 2006 are in the main to be removed in the New Articles. This is
in line with the approach advocated by the Government that statutory provisions
should not be duplicated in a company's constitution. Examples include
provisions as to the form of resolutions, the variation of class rights, the
requirement to keep accounting records and provisions regarding the period of
notice required to convene general meetings. The main changes made to reflect
this approach are detailed below.
2. Form of resolution
The Current Articles contain a provision that, where for any purpose an
ordinary resolution is required, a special or extraordinary resolution is also
effective and that, where an extraordinary resolution is required, a special
resolution is also effective. This provision is being removed as the concept of
extraordinary resolutions has not been retained under the Companies Act 2006.
Further, the remainder of the provision is reflected in full in the Companies
Act 2006.
The Current Articles enable members to act by written resolution. Under the
Companies Act 2006 public companies can no longer pass written resolutions.
These provisions have therefore been removed in the New Articles.
3. Convening extraordinary and annual general meetings
The provisions in the Current Articles dealing with the convening of general
meetings and the length of notice required to convene general meetings are
being removed in the New Articles because the relevant matters are provided for
in the Companies Act 2006. In particular an extraordinary general meeting to
consider a special resolution can be convened on 14 days' notice whereas
previously 21 days' notice was required.
4. Votes of members
Under the Companies Act 2006 proxies are entitled to vote on a show of hands
whereas under the Current Articles proxies are only entitled to vote on a poll.
The time limits for the appointment or termination of a proxy appointment have
been altered by the Companies Act 2006 so that the articles of association
cannot provide that they should be received more than 48 hours before the
meeting or in the case of a poll taken more than 48 hours after the meeting,
more than 24 hours before the time for the taking of a poll, with weekends and
bank holidays being permitted to be excluded for this purpose. The New Articles
give the Directors discretion, when calculating the time limits, to exclude
weekend and bank holidays. Multiple proxies may be appointed provided that each
proxy is appointed to exercise the rights attached to a different share held by
the shareholder. The New Articles reflect all of these new provisions.
5. Age of Directors on appointment
The Current Articles contain a provision limiting the age at which a Director
can be appointed. Such a provision could now fall foul of the Employment
Equality (Age) Regulations 2006 and so has been removed from the New Articles.
6. Conflicts of interest
The Companies Act 2006 sets out directors' general duties which largely codify
the existing law but with some changes. Under the Companies Act 2006, from 1
October 2008 a director must avoid a situation where he has, or can have, a
direct or indirect interest that conflicts, or possibly may conflict with the
company's interests. The requirement is very broad and could apply, for
example, if a director becomes a director of another investment trust (or other
company) or a trustee of another organisation. The Companies Act 2006 allows
directors of public companies to authorise conflicts and potential conflicts,
where appropriate, where the articles of association contain a provision to
this effect. The Companies Act 2006 also allows the articles of association to
contain other provisions for dealing with directors' conflicts of interest to
avoid a breach of duty. The New Articles give the Directors authority to
approve such situations and to include other provisions to allow conflicts of
interest to be dealt with in a similar way to the current position. There are
safeguards which will apply when Directors decide whether to authorise a
conflict or potential conflict. First, only Directors who have no interest in
the matter being considered will be able to take the relevant decision, and
secondly, in taking the decision the Directors must act in a way they consider,
in good faith, will be most
likely to promote the Company's success. The Directors will be able to impose
limits or conditions when giving authorisation if they think this is
appropriate.
It is also proposed that the New Articles should contain provisions relating to
confidential information, attendance at Board meetings and availability of
Board papers to protect a Director being in breach of duty if a conflict of
interest or potential conflict of interest arises. These provisions will only
apply where the position giving rise to the potential conflict has previously
been authorised by the Directors. It is the Board's intention to report
annually on the Company's procedures for ensuring that the Board's powers of
authorisation of conflicts are operated effectively and that the procedures
have been followed.
7. Notice of Board meetings
Under the Current Articles, when a Director is abroad he can request that
notice of Directors' meetings are sent to him at a specified address and if he
does not do so he is not entitled to receive notice while he is away. This
provision has been removed, as modern communications mean that there may be no
particular obstacle to giving notice to a Director who is abroad.
8. Records to be kept
The provision in the Current Articles requiring the Board to keep accounting
records has been removed as this requirement is contained in the Companies Act
2006.
9. Distribution of assets otherwise than in cash
The Current Articles contain provisions dealing with the distribution of assets
in kind in the event of the Company going into liquidation. These provisions
have been removed in the New Articles on the grounds that a provision about the
powers of liquidators is a matter for insolvency law rather than the articles
of association and that the Insolvency Act 1986 confers powers on the
liquidator which would enable it to do what is envisaged by the Current
Articles.
10. Electronic and web communications
Provisions of the Companies Act 2006 which came into force in January 2007
enable companies to communicate with members by electronic and/or website
communications. The New Articles permit communications to members in electronic
form and permit the Company to take advantage of the new provisions relating to
website communications. Before the Company can communicate with a member by
means of website communication, the relevant member must be asked individually
by the Company to agree that the Company may send or supply documents or
information to him by means of a website and the Company must either have
received a positive response or have received no response within the period of
28 days beginning with the date on which the request was sent. The Company will
notify the member (either in writing, or by other permitted means) when a
relevant document or information is placed on the website and a member can
always request a hard copy version of the document or information.
11. General
Generally the opportunity has been taken to bring clearer language into the New
Articles.
The Fidelity Individual Savings Account ("ISA") is offered and managed by
Financial Administration Services Limited. The Fidelity Investment Trust Share
Plan is managed by FIL Investments International. Both companies are authorised
and regulated by the Financial Services Authority. The Fidelity Investment
Trust Share Plan is administered by Equiniti Limited (formerly Lloyds TSB
Registrars) and shares will be held in the name of Lloyds TSB Registrars
Savings Nominees Limited. The value of savings and eligibility to invest in an
ISA will depend on individual circumstances and all tax rules may change in the
future. Fidelity investment trusts are managed by FIL Investments
International. Fidelity only gives information about its own products and
services and does not provide investment advice based on individual
circumstances. Should you wish to seek advice, please contact a Financial
Adviser. Issued by FIL Investments International, authorised and regulated by
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Financial Services and Markets Act 2000, the content of this report has been
approved by FIL Investments International. Issued by FIL Investments
International.
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