THIS ANNOUNCEMENT
CONTAINS INSIDE INFORMATION.
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 OTHER JURISDICTION IN WHICH THE SAME COULD BE
UNLAWFUL OR TO U.S. PERSONS.
Fidelity Asian
Values PLC (the “Company”)
Proposed Bonus
Issue of 13,497,642 Subscription Shares
26 October
2016
The Board of Fidelity Asian Values PLC announces today that it
intends to publish a prospectus setting out details of a proposed
bonus issue of Subscription Shares to existing Shareholders (the
“Prospectus”) on the basis of one Subscription Share for every five
Existing Ordinary Shares held on the Record Date (the “Bonus
Issue”).
Implementation of the Bonus Issue requires amendments to the
Articles to provide for the rights of the Subscription Shares and
authority to be obtained to allot the Subscription Shares (the “New
Articles”). The Bonus Issue is conditional on the passing of
resolution 15 intended to be proposed at the Annual General Meeting
of the Company to be held on 2 December
2016, as well as on the admission of the Subscription Shares
to the standard segment of the Official List and to trading on the
main market of the London Stock Exchange. A Circular containing
notice of the Annual General Meeting will also shortly be published
and will be available at www.fidelityinvestmenttrusts.com and will
be posted to Shareholders together with the Company’s annual
results.
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 resolution 15 to be set out in the Notice
of Annual 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 standard segment of the main market for
listed securities of the London Stock Exchange. The ISIN of the
Subscription Shares is GB00BDQZFV55 and the ticker is FASS.
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 an annual
basis by notice to the Company in the 25 days preceding the last
business day in November in 2017, 2018 and 2019. The Subscription
Price will be equal to the published NAV per Ordinary Share as at
5.00 p.m. on 2
December 2016, plus a premium depending upon the year in
which they are exercised, as follows:
Subscription Date |
Premium -
Percentage of NAV |
Last Business Day in November
2017 |
1% |
Last Business Day in November
2018 |
4% |
Last Business Day in November
2019 |
7% |
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 November 2019. 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 premia 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 5 December
2016. Fractions of Subscription Shares will not be allotted
or issued and entitlements will be rounded down to the nearest
whole number of Subscription Shares.
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
during such periods, and no later than 5.00
p.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 2
December 2016.
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).
Following the final exercise date in 2019, the Subscription
Share Rights will lapse unless a trustee appointed by the Company
determines that the net proceeds of sale of the Ordinary Shares
that would arise on the exercise of such rights after deduction of
all the costs and expenses of sale would exceed the costs of
exercise of such rights. In such circumstances, the trustee would
either exercise all or some of the outstanding Subscription Share
Rights and sell the Ordinary Shares issued on such exercise in the
market, or, if it appears to the trustee that doing so is likely to
raise greater net proceeds, it may accept any offer available to
the Subscription Shareholders for the purchase of all or some of
the outstanding Subscription Shares (or the Ordinary Shares
resulting from the exercise of the Subscription Share Rights of
those Subscription Shares). The net proceeds of any such sale
(after deducting the costs of exercising the Subscription Share
Rights, if applicable, and any other costs and expenses incurred in
relation to such sale) will be remitted to the Subscription
Shareholders unless the amount to which a Subscription Shareholder
is entitled is less than £5 in which case such sum shall be
retained for the benefit of the Company.
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 net 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 resolution 15 to be proposed at the Annual 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 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 of up
to 14.99% of the number of Subscription Shares in issue immediately
following Admission.
Continuation Vote
Under the Articles, the Company is required to propose a
continuation vote as an ordinary resolution at every fifth 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 2011
and the next is due at the AGM on 2 December
2016, prior to the issue of the Subscription Shares. There
would not therefore be any Subscription Share Rights outstanding at
the time of the next continuation vote. The full rights attaching
to the Subscription Shares are set out in Part IV of the
Prospectus.
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 6 December 2016. 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 Annual 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.
Any Shareholder who is in any doubt as to his position should
consult an appropriate independent professional adviser without
delay.
ISAs/SIPPs
The Subscription Shares will be a qualifying investment for an
ISA and shall constitute permitted investments for SIPPs, including
qualifying to be held through the Fidelity Platform. The
Subscription Shares acquired pursuant to the Bonus Issue are
expected to be eligible for inclusion in SIPPs and SSASs, although
this should be confirmed independently by Shareholders with their
professional tax or financial advisers after taking into account
the rules of their scheme.
Annual General Meeting
Shareholders will be posted a Prospectus, Circular and a Form of
Proxy and/or Voting Instruction Form(s) for use at the Annual
General Meeting.
Whether or not you intend to be present at the Annual General
Meeting in person, it is important that you complete and return the
Form of Proxy and/or Voting Instruction.
Please read the Circular for further details on attending and
voting at the Annual General Meeting.
Voting Intention of the Manager
Certain Shareholders have chosen to hold their Existing Ordinary
Shares through the Fidelity Platform, which are held by FIL Nominee
Shareholdings Limited as nominee. As at 21
October 2016, 10,433,259 Ordinary Shares (representing
approximately 15.46% of the issued capital of the Company were held
in this way. Shareholders who hold their Existing Ordinary Shares
through the Fidelity Platform are being given the opportunity to
vote on the Proposals and will find enclosed a voting instruction
form. Where voting instruction forms are not received, the Existing
Ordinary Shares will be voted in favour of the Resolutions by FIL
Nominee Shareholdings Limited, as directed by Financial
Administration Services Limited in line with the terms and
conditions of the Platform.
Expected Timetable of Principal
Events
Annual General Meeting |
11.00 a.m. on 2
December 2016 |
Record Date for the Bonus Issue |
5.00 p.m. on 2
December 2016 |
Subscription Price of Subscription
Shares calculated |
Close of business on 2
December 2016 |
Announcement of the Subscription
Price |
5 December 2016 |
Admission of the
Subscription Shares to the Official List and dealings in the
Subscription Shares commence |
8.00
a.m. on 6 December |
Crediting of CREST
stock accounts in respect of the Subscription Shares |
6
December 2016 |
Share certificates despatched in
respect of the Subscription Shares |
Week commencing 19
December |
Notes:
(1)
The times and dates set out in the Expected Timetable of Principal
Events above and mentioned throughout the Prospectus may be
adjusted by the Company, in which event details of the new times
and dates will be notified, as required, to the UK Listing
Authority and the London Stock Exchange and, where appropriate, to
Shareholders.
(2)
All references to time in the Prospectus are references to London
time. |
Publication of the Prospectus
The Prospectus is due to be approved by the UK Listing Authority
today. A copy of the Prospectus will be published for inspection in
due course at the National Storage Mechanism which is located at
www.morningstar.co.uk/uk/NSM. Copies will also be 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.fidelityinvestmenttrusts.com
Capitalised terms used in this announcement shall have the same
meaning ascribed to them in the Prospectus and the Circular
published by the Company.
For further information please contact:
FIL Investments
International
Natalia De Sousa |
+44 (0)1737 837846 |
Stifel Nicolaus
Europe Limited
Neil Winward
Mark Bloomfield
Gaudi Le Roux |
+44 (0)20 7710
7600 |
Stifel Nicolaus Europe Limited, which is authorised and
regulated in the United Kingdom by
the Financial Conduct Authority, is acting as broker to Fidelity
Asian Values plc and is acting for no-one else in connection with
the Bonus Issue or the matters described in this announcement and
the contents of this announcement, and will not regard any other
person as their respective client in relation to the Bonus Issue
and will not be responsible to anyone other than the Company for
providing the protections afforded to clients of Stifel Nicolaus
Europe Limited nor for providing advice in connection with the
Bonus Issue and the contents of this announcement or any other
transaction, arrangement or matter referred to herein. Stifel
Nicolaus Europe Limited is not responsible for the contents of this
announcement. This does not exclude or limit any responsibilities
which Stifel Nicolaus Europe Limited may have under the Financial
Services and Markets Act 2000 or the regulatory regime established
thereunder.
Stifel does not accept any responsibility whatsoever, and makes
no representation or warranty, express or implied, in relation to
the contents of this announcement, including its accuracy,
completeness or for any other statement made or purported to be
made by it or on behalf of it, the Company, its directors or any
other person, in connection with the Company or the Bonus Issue,
and nothing in this announcement shall be relied upon as a promise
or representation in this respect, whether as to the past or the
future. Stifel accordingly disclaims all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above), which it might otherwise have in respect of
this announcement or any such statement.