Corporate Initiative
JPMorgan Emerging Mkts Invest Trust
08 March 2006
8 March 2006
JPMorgan Emerging Markets Investment Trust plc (the 'Company')
Recommended Revised Proposals for an Issue of New Shares in connection with the
scheme of reconstruction of F&C Emerging Markets Investment Trust plc ('F&C
Emerging')
The Board is today recommending revised Proposals, announced in outline on 15
February 2006, for an issue of new ordinary shares in connection with the
reconstruction of F&C Emerging. Under the Proposals, F&C Emerging Shareholders
will be able effectively to exchange their holdings of F&C Emerging Shares for
New Shares in the Company.
A circular setting out the details of the Proposals and the Board's unanimous
recommendation that Shareholders vote in favour of the resolutions required to
implement them, will be dispatched to Shareholders today.
The Proposals
The Proposals involve an issue of New Shares in consideration for the transfer
of part of the investment undertaking of F&C Emerging and a vote is proposed to
continue the life of the Company until 2008 (at which point a further
continuation vote will be proposed). In addition, it is proposed that the
Directors' general authority to allot shares and disapply Shareholders'
pre-emption rights and the Company's authority to buy back the Shares be
increased to reflect the increase in the issued share capital of the Company
under the Proposals.
Details of the Proposals
Issue of New Shares
The Company is making available New Shares to F&C Emerging Shareholders in the
proposed reconstruction and members' voluntary liquidation of that investment
trust. The New Shares will rank pari passu with the existing Shares in issue
including for dividends.
Nature of the consideration for the Issue of New Shares
The New Shares will be issued in consideration for the transfer of part of the
assets of F&C Emerging. The assets to be transferred will comprise investments
selected by the Manager as being appropriate to the investment objective and
policy of the Company, short dated UK government bonds, or cash, or cash
equivalents, which will be invested in accordance with the investment policy of
the Company.
F&C Emerging currently invests in a portfolio of companies in emerging markets
throughout the world. In advance of the Effective Date, it is expected that F&C
Emerging will have, to the extent practicable, realised or re-aligned the
business carried on by it in accordance with the Scheme and the Elections made
thereunder. Therefore, so far as practicable, F&C Emerging will hold assets
comprising a separate business in such a manner as will, on or before the
Effective Date, be suitable for transfer, by virtue of the Transfer Agreement,
to the Company.
Valuation of consideration for the Issue of New Shares
On the Calculation Date, the assets to be transferred in consideration for the
issue of New Shares to the F&C Emerging Shareholders shall be valued in line
with the current valuation policies of F&C Emerging. In order to determine the F
&C Emerging Final NAV for the purposes of the Proposals, such valuation will be
calculated after taking into account the costs to be incurred by F&C Emerging in
relation to the Proposals (including any applicable portfolio realignment and
realisation costs), the F&C Emerging Rollover Enhancement and a pro rata share
of any retention to be made by the liquidator of F&C Emerging.
Calculation of the Rollover Price of New Shares
The price at which the New Shares will be issued to the F&C Emerging
Shareholders will be calculated on the Calculation Date.
The value of the net assets of the Company for this calculation shall be
determined using the current valuation policies of the Company (with assets
being valued on a bid-price basis). In order to determine the Rollover Price of
each New Share such valuation will then be adjusted to take into account the
costs to be incurred by the Company in relation to the Proposals and the Company
Rollover Enhancement.
Costs and expenses
The costs of the Proposals (including all advisers' fees, printing and other
ancillary costs including all such costs incurred in connection with the Old
Scheme) are expected to be approximately £500,000 (excluding VAT), which will be
borne by the Manager as set out below.
Once the value of the assets rolling into the Company has been determined, the
Manager has agreed to make a cash contribution equal to 0.5 per cent. of the
Basic NAV, which will constitute the F&C Emerging Rollover Enhancement. The
Manager has also agreed to make a cash contribution equal to the higher of 0.5
per cent of the Basic NAV and the Company's costs in participating in the
Scheme, which will be added to the assets of the Company prior to the issue of
New Shares before determining the Rollover Price (and so will be for the benefit
of existing Shareholders) As a result of the Company Rollover Enhancement, the
Issue will not result in a decrease in the NAV per Share and may result in an
increase in the NAV per Share if the Company Rollover Enhancement is greater
than the total costs to be borne by the Company.
Proposed directors
As part of the Proposals, it is proposed that Valentine Powell and David Gamble,
existing directors of F&C Emerging, be appointed as directors of the Company
with effect from the Effective Date.
Continuation
The Directors consider it appropriate to bring the continuation vote forward by
two years as part of the Proposals in order to provide Shareholders with the
opportunity to reaffirm the Company's mandate for the next three years.
Further to Article 140 of the Company's Articles, at the annual general meeting
of the Company to be held in 2007, an ordinary resolution is required to be
proposed to the effect that the Company shall continue in existence for a
further three years. As part of the Proposals, the continuation vote will be
brought forward for consideration at the Extraordinary General Meeting. Further
continuation resolutions will be proposed in 2008 and every three years
thereafter.
F&C Emerging Voting Intentions
F&C Emerging Shareholders representing over 45 per cent. of the F&C Emerging
Shares have indicated their intention to vote in favour of F&C Emerging's
proposals. This includes an irrevocable undertaking in respect of 13.8 per cent
of the shares held by the shareholder who dissented from the original proposals.
Enquiries:
JPMorgan Emerging Markets Investment Trust plc
Roy Reynolds, Chairman, tel. 020 7742 3445
Robin Archibald, Winterflood Securities, tel. 020 7621 5564
JPMorgan Asset Management
David Barron/Simon Crinage, tel. 020 7742 1000
Neil Hedges/Andy Berry/Mark Tierney, Fishburn Hedges, tel. 020 7839 4321
Expected Timetable:
Latest time and date for receipt of Voting Instruction Forms 27 March 2006, 5.00 p.m.
Latest time and date for receipt of Forms of Proxy 29 March 2006, 9.30 a.m.
Extraordinary General Meeting 31 March 2006, 9.30 a.m.
Calculation Date 7 April 2006, close of business
Effective Date 11 April 2006
Issue of New Shares, Admission and credit to CREST accounts of 12 April 2006, 8.00 a.m.
New Shares issued in uncertificated form
Despatch of share certificates in respect of New Shares issued in 12 April 2006 (or as soon as practicable
certificated form thereafter)
Notes:
Winterflood Investment Trusts, which is regulated by the Financial Services
Authority, is acting for the Company and for no-one else in connection with the
contents of this announcement and will not be responsible to anyone other than
the Company for providing the protections afforded to customers of Winterflood
Investment Trusts, or for affording advice in relation to the contents of this
announcement or any matters referred to herein.
Copies of the Circular and the Prospectus have been submitted to the Financial
Services Authority and will shortly be available for inspection at the UK
Listing Authority's Document Viewing Facility, which is situated at:
Document Viewing Facility
UK Listing Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Tel. 020 7066 1000
Terms used in this announcement shall, unless the context otherwise requires,
bear the meaning given to them in the circular to the shareholders of JPMorgan
Emerging Markets Investment Trust plc dated 8 March 2006.
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