Templeton Emerging Markets IT PLC
04 July 2007
EMBARGOED UNTIL 07h00 LONDON TIME, 4 JULY 2007
4 July, 2007
Templeton Emerging Markets Investment Trust PLC
("TEMIT" or the "Company")
EGM TO APPROVE INNOVATIVE CAPITAL STRUCTURE
1. Summary
• Proposal to divide the Company's share capital into new ordinary shares
and redeemable tracker stock
• Proposals subject to a shareholder vote at an EGM on 27 July 2007
• Redeemable tracker stock to track the MSCI Emerging Markets Index
• Active share buy-back policy to address the discount to NAV at which the
ordinary shares trade
Commenting on the proposals, Sir Ronald Hampel, Chairman of TEMIT said:
"Following an extensive consultation with our shareholders, the Board believes
these proposals are the best solution for all shareholders. Those who wish to
realise part of their investment at a narrow discount can do so over time
without prejudicing those shareholders who want to continue to benefit from the
Company's successful long term strategy."
"Mark Mobius and his team have successfully managed the portfolio since 1989 and
shareholders have had a total return since then of over 1200%. This strong
performance has continued, with net asset value per share and the share price
each having risen approximately 50% over the last 12 months, making TEMIT the
top performing global emerging markets investment trust over the period. This
combined with the size and liquidity of TEMIT has meant that the Board could
provide this innovative solution to benefit all shareholders."
2. Overview of TEMIT
TEMIT was established in 1989 as an investment trust whose principal objective
is to provide long-term capital appreciation for its investors through
investment in companies operating in emerging markets or whose stocks are listed
on stock markets of such countries. The Board views long-term for emerging
markets to be at least five years. The top five markets in which the company is
invested are Brazil, China, South Korea, Russia and Turkey.
3. Share buy-back policy
In its announcement on 21 May 2007, the Board stated that the Company intended
to implement an active share buy-back policy, with the objective of seeking to
address the discount at which the Company's Ordinary Shares trade to NAV per
Ordinary Share, and enhancing NAV per Ordinary Share.
In implementing its buy-back policy to date, the Board has had regard to the
following factors:
• The level of the discount at which the Company's Ordinary Shares are
trading in the market;
• The level of the discount applicable to other London listed global
emerging market investment trusts and where the Company ranks amongst its
peers; and
• The level of enhancement to NAV per Ordinary Share from buying-back
Ordinary Shares.
The Board expects to base future buy-backs on these key criteria. It will also
take account of the underlying state of emerging markets and their overall
direction. The Board believes that to state specific circumstances when it will
or will not buy-back Ordinary Shares would not be in the interests of the
Company or of Shareholders as a whole. The Board does recognise the importance
attached by Shareholders to the implementation of an active buy-back policy and
intends to continue to be pro-active in implementing the policy both before and
after the Proposals are implemented.
4. Overview of the Proposals
The following information has been taken from the Circular to Shareholders with
defined terms in this announcement having the same meaning as in the Circular.
• The Circular contains proposals for a reorganisation of the Company's
share capital such that the Existing Ordinary Shares are replaced with two
new securities - up to 25 per cent. of the Existing Ordinary Shares with
Redeemable Tracker Stock Units and the balance with New Ordinary Shares (the
New Ordinary Shares will be listed on the London Stock Exchange and the New
Zealand Exchange, whilst the Redeemable Tracker Stock will be listed on the
London Stock Exchange only).
• The vote on the continuation of the Company which is due in 2009 is
proposed to be postponed until 2011.
• Active use of the Company's buy-back powers will be made by the Board to
seek to address the discount to NAV at which the Company's Ordinary Shares
trade and to enhance NAV per Ordinary Share.
• Shareholders will be given the right, but will be under no obligation,
to convert up to 25 per cent. of their Existing Ordinary Shares into
Redeemable Tracker Stock Units.
• Shareholders will be able to elect to convert more than 25 per cent. of
their Existing Ordinary Shares. Any such Elections will be fulfulled subject
to the aggregate Initial Redeemable Tracker Stock NAV not exceeding a value
equivalent to 25 per cent. of the Applicable Date NAV.
• Following their issue, Redeemable Tracker Stock Units will:
o have an attributable net asset value per unit which will track the
performance of the Tracker Index;
o pay a dividend equivalent (before expenses) to the dividend yield
on the Tracker Index Including Dividends;
o be redeemable in tranches at a declining discount to the Redeemable
Tracker Stock NAV before being fully redeemable at no discount from
2011 onwards;
o incur an annual management and administration fee equivalent to
0.75 per cent. of the Redeemable Tracker Stock NAV which will be
deducted in calculating the dividends prior to payment; and
o not be convertible into New Ordinary Shares nor be secured against
the Company's assets.
• The Company will retain its status as a UK investment trust, remain
listed on the London Stock Exchange and maintain its existing investment
objective and policy.
• The Capital Reorganisation will involve the cancellation of all the
Company's Existing Ordinary Shares and of the amounts standing to the credit
of the Company's share premium account and capital redemption reserve
pursuant to a capital reduction.
• An irrevocable commitment has been received from City of London
Investment Management Company Limited, which as at 17 May 2007 represented
13.8 per cent. of the Company's share capital, to vote or procure that the
Ordinary Shares it represents are voted, in favour of the Proposals at the
Extraordinary General Meeting. As at 28 June 2007, City of London Investment
Management Company Limited represented 14.5 per cent. of the Company's share
capital.
It is necessary for Shareholders to vote in favour of the Proposals in order for
them to proceed. The Capital Reorganisation will also be subject to the
confirmation of the Court.
5. Other
A copy of the Circular to Shareholders in respect of the above has been
submitted to the UK Listing Authority and will shortly be available for
inspection at the UK Listing Authority's Document Viewing Facility, which is
situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
The Circular to Shareholders will also be on display shortly at the following
web address: www.temit.co.uk.
6. Enquiries
Lansons + 44 (0) 20 7490 8828
Tony Langham
Amy Fisher
This announcement has been approved solely for the purposes of Section 21 of the
Financial Services and Markets Act 2000 by ING Corporate Finance, the corporate
finance division of ING Bank N.V., London Branch, and UBS Limited.
ING Corporate Finance and UBS are acting exclusively for the Company and no one
else in relation to the matters described in this announcement and will not be
responsible to anyone other than TEMIT for providing the protections afforded to
clients of ING Corporate Finance and UBS or for giving advice in relation to
this announcement or any transaction or arrangement referred to herein. ING Bank
N.V., London Branch is authorised by the Dutch Central Bank. UBS is authorised
by the Financial Services Authority. ING Bank N.V., London Branch, and UBS
Limited are regulated by the Financial Services Authority for the conduct of
business in the United Kingdom.
This announcement does not constitute an offer or form any part of any offer or
invitation to sell or issue or purchase or subscribe for any shares in TEMIT.
The investments of the Company are subject to market fluctuations and risks
inherent in investing in Emerging Markets including currency fluctuations,
economic instability and political developments. There can be no assurance that
any appreciation in the value of the investments will occur.
The value of investments and the income derived from them may fall as well as
rise and investors may not recoup the original amount invested in the Company.
Past performance is not indicative of future performance. There is no assurance
that the investment objectives of the Company will actually be achieved.
This information is provided by RNS
The company news service from the London Stock Exchange
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Does not distribute, republish or otherwise provide any information or derived works to any third party in any manner or use or process information or derived works for any commercial purposes.
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