TIDMANW
RNS Number : 8673B
Aberdeen New Thai Inv Trust PLC
03 November 2009
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ABERDEEN NEW THAI INVESTMENT TRUST PLC
Proposed Bonus Issue of Subscription Shares
3 November 2009
Introduction
The Board of Aberdeen New Thai Investment Trust plc (the "Company") announced on
21 September 2009 that it was considering proposals for a bonus issue of
Subscription Shares to existing Shareholders. A prospectus (the "Prospectus")
has been published and sent to Shareholders today which contains details of the
Bonus Issue and describes certain changes that the Board proposes are made to
the Company's Articles of Association in order to implement both the Bonus Issue
and certain amendments required as a result of the Companies Act 2006 (the "2006
Act").
Implementation of the Bonus Issue (including obtaining authority to allot the
Subscription Shares) and the revision to the Company's Articles are conditional
on the passing of the Special Resolutions to be proposed at the General Meeting
of the Company to be held on 30 November 2009. The notice convening the General
Meeting is set out in the Prospectus. In addition, the Bonus Issue is
conditional on the admission of the Subscription Shares to the Official List and
to trading on the Main Market of the London Stock Exchange.
Background
The Company is a UK investment trust company, incorporated on 1 December 1989.
The Company's investment objective is to provide Shareholders with a high level
of long-term, above average, capital growth through investment in Thailand. The
Company's investment policy is to invest in a diversified portfolio of
securities (substantially in the form of equities or equity-related securities
such as convertible securities and warrants) in companies spread across a range
of industries which are quoted on the Stock Exchange of Thailand (the "SET"). As
at 28 October 2009 (being the latest practicable date prior to publication of
the Prospectus) the Company had gross assets of GBP37.7 million, and net assets
of GBP35.7 million.
The Proposals
Bonus Issue of Subscription Shares
The Company is proposing to issue Subscription Shares, subject to the approval
by Shareholders of the Resolutions to be proposed at the General Meeting. If the
Resolutions are passed, Qualifying Shareholders will each receive, without
payment, one Subscription Share for every five Ordinary Shares held by them on
the Record Date being 30 November 2009. Fractions of Subscription Shares will
not be allotted or issued and entitlements will be rounded down to the nearest
whole number of Subscription Shares.
Each Subscription Share will confer the right, but not the obligation, to
subscribe for one Ordinary Share on any Subscription Date, being the final day
in any calendar month (and, if that day is not a Business Day, on the previous
Business Day) from and including 31 January 2010 to 31 January 2013.The
Subscription Price will be payable upon the exercise of a Subscription Right,
which will be the unaudited Net Asset Value per Share as at the Calculation
Date, plus a percentage premium of 1 per cent., rounded up to the nearest whole
penny. Any Subscription Rights not exercised on or before 31 January 2013 shall
lapse and the Subscription Shares will have no value to holders after that
date.
The NAV for the purpose of calculating the Subscription Price will be the
unaudited NAV of the Company calculated as at close of business on the
Calculation Date 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
proceeds from any issue of Ordinary Shares which are subscribed following the
exercise of Subscription Rights will be applied in accordance with the
Investment Policy.
It is expected that the Subscription Price will be announced via a Regulatory
Information Service on 1 December 2009.
Notice of exercise of Subscription Rights may be given on any Business Day in
the 10 days preceding each of the Subscription Dates and, subject to Admission,
the Ordinary Shares arising on subscription will be allotted within 14 days of
the relevant Subscription Date.
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 or vote
at general meetings. The Ordinary Shares resulting from the exercise of the
Subscription Rights will rank pari passu with the Ordinary Shares in issue.
Adoption of new Articles of Association
The rights attaching to the Subscription Shares are set out in the Company's
proposed new articles of association. In order to implement the Bonus Issue, the
New Articles will need to be adopted. The Company is therefore proposing to
adopt New Articles at the General Meeting which will also make certain changes
to reflect the implementation of the final parts of the 2006 Act (including
changes introduced by the Companies (Shareholder Rights) Regulations 2009). The
law in relation to companies has been undergoing a number of changes since the
introduction of new companies' legislation in the United Kingdom in 2006. The
changes have been introduced in stages, the majority of which the Company took
steps to take advantage of or exclude, as the case may be, at its annual general
meeting in 2008. The final parts of the 2006 Act came into force on 1 October
2009. In light of the need to amend the Existing Articles, the Board has taken
the view that the New Articles should also contain any changes required to
implement the final parts of the 2006 Act. In all other respects, the New
Articles will be the same as the Existing Articles.
Both the Existing Articles and the New Articles showing all the changes
contained in the New Articles will be available for inspection at the registered
office of the Company and at the offices of Maclay Murray & Spens LLP, One
London Wall, London, EC2Y 5AB from today until the end of the General Meeting
and at the General Meeting itself for the duration of the meeting and for at
least 15 minutes prior to the start of the meeting.
Capitalisation of reserves
If the Proposals and Resolutions are passed, the Company will fund the issue of
Subscription Shares by the capitalisation of up to the amount then standing to
the credit of the Company's share premium account or capital redemption reserve
or any reserve (other than the profit and loss account) otherwise available for
the purpose in order to pay up the nominal price (1 penny) of each Subscription
Share issued under the Bonus Issue (being up to GBP36,191 in aggregate). The
Proposals also authorise directors to capitalise certain reserves upon the issue
of new Ordinary Shares following the exercise of Subscription Rights (being a
maximum of GBP904,771 in aggregate) or for the issue of further Subscription
Shares which may be necessary from time to time in accordance with the
Subscription Rights. Accordingly, Resolution 2 to be proposed at the General
Meeting includes the authorisation of such capitalisation.
Authority to repurchase Subscription Shares
In order to be able to buy in Subscription Shares, Shareholders' approval is
also being sought to give the Board authority to allow the Company to repurchase
up to 14.99 per cent. of the Subscription Share capital in issue following
completion of the Bonus Issue (such authority expiring 18 months following the
passing of the Resolutions unless such authority is renewed at the Company's
annual general meeting in 2010 or at any other general meeting held prior to
that time). Repurchases of Subscription Shares will be made at the discretion of
the Board and will only be made when market conditions are considered by the
Board to be appropriate and in accordance with the Listing Rules. Repurchases
will only be made when they result in an increase in the fully diluted Net Asset
Value per Ordinary Share. Any Subscription Shares repurchased by the Company
will be cancelled and will not be held in treasury for resale. It is the
intention of the Board to seek to renew this authority every year.
Benefits of the Bonus Issue
The Directors believe that the Bonus Issue of Subscription Shares is a
favourable method of increasing the funds available to the Company to invest in
appropriate investments and assist in the growth of the investment portfolio of
the Company. The issue should also have the following benefits:
* Qualifying Shareholders will receive securities which give them the right to
subscribe for Ordinary Shares at a predetermined price, which should represent
an attractive way for investors to participate in any future growth in the
Company;
* Qualifying Shareholders will receive securities with a monetary value that may
be traded in a similar fashion to their existing Ordinary Shares or which give
them the right to subscribe for Ordinary Shares on payment of the Subscription
Price;
* on exercise of any Subscription Rights, the assets of the Company will increase
which should result in a reduction in the total expense ratio as operating costs
will be spread across a larger number of Ordinary Shares;
* following the exercise of any Subscription Rights, the Company will have an
increased number of Ordinary Shares in issue, which may in due course improve
the liquidity in the market for its Ordinary Shares; and
* Qualifying Shareholders will receive securities which are qualifying investments
for the stocks and shares components of an ISA and permitted investments for the
purposes of a SIPP.
Admission and dealings
Application has been made to the UK Listing Authority for the Subscription
Shares to be admitted to the Official List and to the London Stock Exchange for
the Subscription Shares to be admitted to trading on its Main Market. It is
expected that Admission will occur, and that dealings will commence at 8.00 a.m.
on 2 December 2009.
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 will be sent through the post at the risk of the
Shareholder.
It is expected that CREST accounts will be credited with Subscription Shares on
2 December 2009 for Shareholders holding Shares in uncertificated form, and that
share certificates for Subscription Shares will be despatched to Shareholders
holding Shares in certificated form no later than the week commencing 7 December
2009.
On Admission, the Subscription Shares will confer rights to subscribe for new
Ordinary Shares representing, in aggregate, up to 20 per cent. of the currently
issued Ordinary Share capital of the Company.
Conditions
The Bonus Issue is conditional upon the Resolutions being passed by Ordinary
Shareholders at the General Meeting.
General Meeting
Both the Bonus Issue and the adoption of New Articles are conditional upon the
approval of Shareholders at the General Meeting at which the following
resolutions will be proposed, each as a special resolution:
Resolution 1 proposes that the Existing Articles be amended to remove the
provisions of the Company's Memorandum of Association which are deemed
incorporated into it under the 2006 Act and accordingly to adopt the New
Articles which also set out all of the Subscription Rights and reflect changes
in the law brought in by the 2006 Act.
Resolution 2 is subject to the passing of resolution 1 and to the UKLA agreeing
to list the Subscription Shares, and seeks to do the following:
* to authorise the Directors to (i) allot the Subscription Shares pursuant to the
Bonus Issue up to a maximum nominal amount of up to GBP36,191 and (ii) grant the
right to subscribe for Ordinary Shares conferred by the Subscription Shares up
to a maximum nominal amount of GBP904,771. This authorisation is in addition to
the Directors' existing authority and power to allot Ordinary Shares and will
expire at the conclusion of the Company's Annual General Meeting in 2010;
* to disapply statutory pre-emption rights in connection with the allotment and
issue of Subscription Shares and the grant of the right to subscribe for
Ordinary Shares conferred by the Subscription Rights. This authorisation is in
addition to the Directors' existing authority to disapply pre-emption in
relation to the issue of equity securities and will expire at the conclusion of
the Company's Annual General Meeting to be held in 2010;
* to capitalise any part of the amount then standing to the credit of any of the
share premium account or the capital redemption reserve or any reserve (other
than the profit and loss account) of the Company and to apply the same in paying
up at par the Subscription Shares for the purposes of the Bonus Issue;
* to authorise the capitalisation of any reserve amount of the Company available
for distribution in (i) paying up Ordinary Shares to be allotted pursuant to the exercise of
Subscription Rights or (ii)in issuing further Subscription Shares to which the holders may be entitled
in accordance with the rights attaching to the Subscription Shares;
* to approve any consolidation, sub-division or redemption of share capital
required to give effect to the Subscription Rights; and
* to grant authority to the Company to purchase through the market up to 14.99 per
cent. of the Subscription Shares issued pursuant to the Bonus Issue.
The Board is recommending Shareholders vote in favour of the Resolutions to be
proposed at the General Meeting.
In order to be passed, a special resolution requires at least 75 per cent. of
the votes cast to be in favour of it.
The General Meeting will be held at One Bow Churchyard, Cheapside, London EC4M
9HH. The notice convening the General Meeting is set out in Part 10 of the
Prospectus.
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. Accordingly, Overseas Shareholders
resident in a Restricted Territory will not be Qualifying Shareholders for the
purposes of the Bonus Issue and any Subscription Shares (excluding fractions)
due to Excluded Overseas Shareholders will be allotted to a market maker who
will sell such Subscription Shares promptly at the best price obtainable. The
proceeds of sale will be paid to such Excluded Overseas Shareholders, save that
entitlements of less than GBP5 per Excluded Overseas Shareholder will be
retained by the Company for its own account.
Notwithstanding any other provision of the Prospectus the Company reserves the
right to permit any Excluded 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 Record Date that the issue of Subscription
Shares to such holder is exempted from, or not subject to, the legislation
restrictions or regulations in the relevant Restricted Territory.
The Subscription Shares are only being offered and sold outside the United
States to non-US Persons in reliance on Regulation S under the US Securities Act
and are not being offered or sold to, and are not capable of acceptance in the
United States or by US Persons (as defined in Regulation S under the US
Securities Act).
Publication of the Prospectus
Three copies of the Prospectus dated 3 November 2009 and the proxy form have
been submitted to the UK Listing Authority and will be available for inspection
at the UK Listing Authority's Document Viewing Facility situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Capitalised terms in this announcement shall have the same meaning as ascribed
to them in the Company's prospectus dated 3 November 2009.
For further information please contact:
Aberdeen New Thai Investment Trust plc
Gary Jones 020 7463 6000
Stuart Reid 0131 528 4000
Collins Stewart
Andrew Zychowski 020 7523 8000
Robbie Robertson
Lucy Lewis
Collins Stewart Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as sponsor to Aberdeen
New Thai Investment Trust 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 Collins Stewart Europe Limited nor for providing advice
in connection with the Bonus Issue and the contents of this announcement or any
other matter referred to herein. Collins Stewart Europe Limited is not
responsible for the contents of this announcement. This does not exclude or
limit any responsibilities which Collins Stewart Europe Limited may have under
the Financial Services and Markets Act 2000 or the regulatory regime established
thereunder.
This information is provided by RNS
The company news service from the London Stock Exchange
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