Publication of Prospectus Re. Subscription Shares
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH
AFRICA OR ANY JURISDICTION IN WHCH THE SAME COULD BE UNLAWFUL OR TO U.S.
PERSONS.
Fidelity Japanese Values PLC
Publication of Prospectus in respect of proposed Bonus Issue of up to
22,790,966 Subscription Shares
22 July 2014
Further to the announcement made by the Board of Fidelity Japanese Values PLC
(the "Company") on 27 March 2014 in which it was stated that the Company was
considering a bonus issue of subscription shares to the Company's existing
shareholders, the Company has today published a prospectus (the "Prospectus")
setting out details of the proposed bonus issue and convening a general meeting
to consider a resolution to give effect, inter alia, thereto.
Implementation of the bonus issue requires certain amendments to the Company's
articles of association to provide for the rights of the Subscription Shares
and to obtain authority to allot the Subscription Shares. The Bonus Issue is
conditional upon the passing of the Special Resolution to be proposed at the
General Meeting of the Company to be held on 26 August 2014, as well as on the
admission of the Subscription Shares to the standard segment of the Official
List and to trading on London Stock Exchange plc's main market for listed
securities.
The Bonus Issue
The Company is proposing to issue Subscription Shares to Qualifying
Shareholders on the basis of one Subscription Share for every five Existing
Ordinary Shares held on the Record Date, subject to the passing of the
Resolution set out in the Notice of General Meeting. The Subscription Shares
will be issued by way of a bonus issue to Qualifying Shareholders and will be
listed and tradable on the main market for listed securities of the London
Stock Exchange. The ISIN of the Subscription Shares is GB00BLY2CK21 and the
ticker is FJVS.
Each Subscription Share will confer the right (but not the obligation) to
subscribe for one Ordinary Share upon exercise of the Subscription Share Rights
and on payment of the Subscription Price, as set out below.
The Subscription Share Rights may be exercised on the last business day of each
month commencing in September 2014 and finishing on the last business day in
April 2016 after which the Subscription Share Rights will lapse. The Ordinary
Shares arising on exercise will be allotted within ten Business Days of the
relevant Subscription Date. To be exercised, a notice of exercise must be
received by the Registrars no later than 5.00p.m. on the relevant Subscription
Date.
Qualifying Shareholders' entitlements will be assessed against the register of
members on the Record Date, which is expected to be 5.00 p.m. on 26 August
2014.
Subscription Shares will rank equally with each other and will not carry the
right to receive any dividends from the Company or the right to attend and vote
at general meetings of the Company (although the holders of the Subscription
Shares have the right to vote in certain circumstances where there is a
variation of the rights attached to the Subscription Shares).
The Subscription Price will be equal to the published NAV per Ordinary Share as
at 5.00 p.m. on 26 August 2014, plus a 2% premium to such NAV per Ordinary
Share, rounded up to the nearest quarter penny.
The NAV for the purpose of calculating the Subscription Price will be the
unaudited value of the Company's assets calculated in accordance with the
Company's accounting policies (including revenue items for the current
financial year) less all prior charges and other creditors at their fair value
(including the costs of the Bonus Issue).
The New Articles provide that the Subscription Price is subject to adjustment
upon the occurrence of certain corporate events by or affecting the Company
before the last business day in April 2016. The relevant corporate events
include consolidations or sub-divisions of share capital, pre-emptive offers of
securities to Ordinary Shareholders, takeover offers and the liquidation of the
Company. Such adjustments serve to protect either the intrinsic value or the
time value of the Subscription Shares or both.
The percentage premium applying upon exercise and the resulting Subscription
Price reflect the Board's confidence in the Company's medium to long term
prospects and its hope that holders of Subscription Shares will be able to
exercise their Subscription Share Rights and acquire Ordinary Shares on
favourable terms in the future.
It is expected that an announcement setting out the Subscription Price will be
made on 27 August 2014. Fractions of Subscription Shares will not be allotted
or issued and entitlements will be rounded down to the nearest whole number of
Subscription Shares.
Advantages of the Bonus Issue
The Directors believe that the Bonus Issue of Subscription Shares will have the
following advantages:
a. Subscription Shares should represent an attractive way for investors to
participate in any future NAV growth of the Company through conversion into
Ordinary Shares at a predetermined price;
b. Qualifying Shareholders will receive securities with a monetary value which
may be traded in a similar fashion to their Existing Ordinary Shares or
converted into Ordinary Shares;
c. on any exercise of the Subscription Share Rights, the capital base of the
Company will increase, allowing operating costs to be spread across a
larger number of Ordinary Shares, and this may cause the ongoing charges as
a percentage of total assets to fall;
d. following the exercise of any Subscription Share Rights, the Company will
have an increased number of Ordinary Shares in issue, which may improve the
liquidity in the market for its Ordinary Shares;
e. Qualifying Shareholders will receive securities which are qualifying
investments for the purposes of an ISA and permitted investments for the
purposes of a SIPP; and
f. the Bonus Issue may broaden the Company's Shareholder base as the
Subscription Shares are dispersed in the market, attracting new investors
and improving liquidity for Shareholders.
Implementation of Bonus Issue
Implementation of the Bonus Issue requires Shareholders to approve the
Resolution to be proposed at the General Meeting. If passed, the Resolution
will:
a. approve the adoption of New Articles containing the rights attaching to the
Subscription Shares;
b. authorise the Directors to allot the Subscription Shares pursuant to the
Bonus Issue and Ordinary Shares pursuant to the Subscription Share Rights;
c. authorise the capitalisation of sums standing to the credit of the
Company's share premium account, capital redemption reserve, special
reserve and any other applicable reserve in paying up the Subscription
Shares to be issued pursuant to the Bonus Issue;
d. authorise the consolidation, sub-division or redemption of any share
capital in connection with the exercise of the Subscription Share Rights so
as to enable conversion of the Subscription Shares into Ordinary Shares in
accordance with the Subscription Share Rights; and
e. authorise the repurchase by the Company of Subscription Shares representing
up to 14.99% of the Company's issued Subscription Share capital following
Admission (subject to certain conditions), as more fully described below.
Continuation Vote
Under the Articles, the Company is required to propose a continuation vote as
an ordinary resolution at every third AGM. If a continuation vote is not passed
the Directors are required to convene a general meeting within three months, at
which proposals for the winding up or other reconstruction of the Company would
be considered.
The last continuation vote took place at the AGM held in 2013 and the next is
due at the AGM to be held in 2016. The current intention is to hold the 2016
AGM on 1 July 2016. The next continuation vote would therefore be held after
all Subscription Share Rights have either been exercised or lapsed.
Admission and Dealings
The Subscription Shares will be in registered form and may be issued either in
certificated or uncertificated form. No temporary documents of title will be
issued. Pending despatch of definitive certificates, transfers of Subscription
Shares in certificated form will be certified against the Register. All
documents or remittances sent by or to Shareholders will be sent through the
post at the risk of the Shareholder.
Applications will be made to the UK Listing Authority for the Subscription
Shares to be admitted to the standard segment of the Official List and to the
London Stock Exchange for such shares to be admitted to trading on its market
for listed securities. It is expected that Admission will occur, and that
dealings will commence, on 28 August 2014. On Admission, the Subscription
Shares will confer rights to subscribe for new Ordinary Shares representing, in
aggregate, up to 20% of the then issued ordinary share capital of the Company.
The Ordinary Shares resulting from the exercise of the Subscription Share
Rights will rank pari passu with the Ordinary Shares then in issue (save for
any dividends or other distributions declared, made or paid on the Ordinary
Shares by reference to a record date prior to the allotment of the relevant
Ordinary Shares).
Overseas Shareholders
The issue of the Subscription Shares to persons who have a registered or
mailing address in countries outside the EEA may be affected by the law or
regulatory requirements of the relevant jurisdiction.
The Subscription Shares to be issued under the Bonus Issue are not being issued
to Overseas Shareholders. The Board will allot any Subscription Shares due
under the Bonus Issue to Overseas Shareholders to a market maker who will sell
such Subscription Shares promptly at the best price obtainable. The proceeds of
sale will be paid to the Overseas Shareholders entitled to them save that
entitlements of less than £5 per Overseas Shareholder will be retained by the
Company for its own account.
Notwithstanding any other provision of this Prospectus the Company reserves the
right to permit any Overseas Shareholder to take up Subscription Shares under
the Bonus Issue if the Company, in its sole and absolute discretion, is
satisfied at any time prior to the General Meeting that the transaction in
question is exempt from, or not subject to, the legislation or regulations
giving rise to the restrictions in question.
Overseas Shareholders who believe that they are entitled to take up
Subscription Shares under the Bonus Issue should contact the Company as soon as
possible to discuss the matter.
General Meeting
A General Meeting of the Company has been convened for 4 p.m. on 26 August 2014
at 25 Cannon Street, London EC4M 5TA at which the Resolution will be proposed.
Voting Intention of the Manager
The Manager has declared its intention that FIL Limited, the ultimate parent
company of the Manager, will vote its holding of 21,646,178 Ordinary Shares
(representing approximately 18.99% of the issued ordinary share capital of the
Company) in favour of the Resolution. For those Shares held through the Savings
Schemes (as at 18 July 2014, 12,512,917 Ordinary Shares representing
approximately 10.98% of the issued ordinary share capital of the Company),
Fidelity will arrange to vote those Shares in favour of the Resolution where
voting directions are not received.
Expected Timetable
2014
Latest time and date for receipt of Voting Instruction 4.00 p.m. on 18
Forms from Savings Scheme Participants August
Latest time and date for receipt of Forms of Proxy 4.00 p.m. on 21
August
General Meeting 4.00 p.m. on 26
August
Record Date for the Bonus Issue 5.00 p.m. on 26
August
Subscription Price of Subscription Shares calculated Close of business on
26 August
Announcement of the Subscription Price 27 August
Admission of the Subscription Shares to the Official List 8.00 a.m. on 28
and dealings in the Subscription Shares commence August
Crediting of CREST stock accounts in respect of the 28 August
Subscription Shares
Share certificates despatched in respect of the Week commencing 8
Subscription Shares September
Publication of the Prospectus
The Prospectus has been approved by the UK Listing Authority. A copy of the
Prospectus will be available for inspection at the National Storage Mechanism
which is located at www.morningstar.co.uk/uk/NSM. Copies are also available for
collection, free of charge during normal business hours from the registered
office of the Company up to and including the date of Admission. The Prospectus
will also shortly be available to view on the Company's website at
www.fidelity.co.uk/japansubs
Capitalised terms used in this announcement shall have the same meaning
ascribed to them in the Prospectus.
Enquiries:
FIL Investments International
Christopher Pirnie / Natalia De Sousa 01737 837929
Canaccord Genuity
Lucy Lewis / David Yovichic 020 7523 8000
Canaccord Genuity Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as sponsor to Fidelity
Japanese Values plc and is acting for no-one else in connection with the Bonus
Issue and the contents of this announcement, and will not be responsible to
anyone other than the Company for providing the protections afforded to clients
of Canaccord Genuity Limited nor for providing advice in connection with the
Bonus Issue and the contents of this announcement or any other matter referred
to herein. Canaccord Genuity Limited is not responsible for the contents of
this announcement. This does not exclude or limit any responsibilities which
Canaccord Genuity Limited may have under the Financial Services and Markets Act
2000 or the regulatory regime established thereunder.