JP Morgan Flem Chinese Inv Tst PLC
11 August 2003
JPMorgan Fleming Chinese Investment Trust plc
London Stock Exchange Announcement
NOTICE OF EXTRAORDINARY GENERAL MEETING
Notice of Extraordinary General Meeting
The Board of JPMorgan Fleming Chinese Investment Trust plc today gave notice to
shareholders, convening an Extraordinary General Meeting of the Company to be
held at 10 a.m. on 3 September 2003 at 10 Aldermanbury, London EC2V 7RF.
The Board intends to seek shareholder authority (the 'Authority') to issue up to
5,813,836 new shares, with an aggregate nominal value of £1,453,459
(representing approximately 10 per cent. of the total ordinary share capital in
issue as at 11 August 2003).
Reasons for the Authority
In recent months, the Company's shares have regularly traded at a premium to
their underlying Net Asset Value. Issues of new shares from time to time are
expected to offset the imbalance between supply and demand for the shares. The
Directors consider it to be in the best interests of existing shareholders and
new investors that the price of the shares reflects, as closely as possible, the
value of the underlying investments in the Greater China Region.
In order to facilitate the issue of new shares in the Company it is also
necessary to increase the authorised share capital of the Company. The Board
propose an increase in the authorised share capital of approximately 33 per
cent., from 75,000,000 to 100,000,000 shares.
Advantages of the Authority
The effects of the Authority described below are based on the issue of new
shares at a premium to the Net Asset Value of the existing shares prevailing on
the relevant calculation date. The advantages of the Authority for existing
shareholders are expected to be as follows:
• an increase in the number of shares in issue which should
broaden the shareholder base and improve the liquidity of the shares;
• an increase in the size of the Company which will result in the Company's
costs being spread over a greater number of shares. As a result, the
Company's total expense ratio will be reduced; and
• a modest increase in the NAV per share attributable to the enlarged issued
share capital immediately following the issue. New shares will
only be issued at a premium which, after payment of the costs of the issue and
the costs of investing the proceeds of the issue, should produce such an
increase.
Resolutions
The Authority is conditional on the resolutions set out in the notice of the
Extraordinary General Meeting being approved by shareholders. The resolutions
will, if passed:
(a) grant the Directors authority under Section 80 of the Companies
Act 1985 to allot up to 5,813,836 new shares with an aggregate nominal value of
£1,453,459 representing approximately 10 per cent. of the total shares in issue
as at 11 August 2003. This authority will expire on 2 September 2008;
(b) authorise the Directors to allot securities other than in
accordance with the pre-emption provisions of section 89 of the Companies Act
1985; and
(c) authorise the increase in the authorised share capital of the
Company from 75,000,000 to 100,000,000 shares.
Recommendation
The Directors consider that the authority to allot new shares and to disapply
pre-emption rights over such allotment, as described in the circular sent to
shareholders today, are in the best interests of the Company and its
shareholders as a whole. Accordingly, the Directors unanimously recommend
shareholders to vote in favour of each of the resolutions to be proposed at the
Extraordinary General meeting. The Directors intend to vote in favour of the
resolutions in respect of their holdings of shares amounting to 40,000 shares in
aggregate (representing approximately 0.07 per cent. of the issued share capital
of the Company as at 11 August 2003).
11th August 2003
J.P. Morgan Fleming Asset Management (UK) Limited - Secretary
For further information, please contact:
Hilary Lowe - 020 7742 3274
This information is provided by RNS
The company news service from the London Stock Exchange
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