Prospectus - proposed bonus issue

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN, OR THE UNITED STATES OF AMERICA OR ANY JURISDICTION IN WHICH THE SAME COULD BE UNLAWFUL OR TO U.S. PERSONS Fidelity Asian Values PLC (the "Company") 5 February 2010 Further to the announcement made on 5 January 2010, the Board has decided to proceed with proposals for a bonus issue of Subscription Shares to existing Shareholders. In respect to this, the Company has published a prospectus (the Prospectus) providing details of the Bonus Issue and describing proposed changes to the Articles, including changes that the Board is proposing to be made following the final implementation of the 2006 Act. Terms used in this announcement have the same meaning as set out in the Prospectus. Implementation of the Bonus Issue requires amendments to the Articles to provide for the rights of the Subscription Shares and to obtain authority to allot the Subscription Shares. The Bonus Issue is conditional on the passing of the Resolution to be proposed at the General Meeting of the Company to be held on 4 March 2010, as well as on the admission of the Subscription Shares to the Official List and to trading on the main market of the London Stock Exchange. 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 the Resolution set out in the Notice of 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 main market for listed securities of the London Stock Exchange. The ISIN of the Subscription Shares is GB00B3MZ6N80 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 to have effect on the last business day of each month commencing in May 2010 and finishing on the last business day in May 2013, after which the Subscription Share Rights will lapse. The Ordinary Shares arising on exercise of the Subscription Share Rights will be allotted within ten Business Days of the relevant exercise date. To be exercised, a notice of exercise must be received by the Registrars no later than ten Business Days prior to the relevant exercise 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 4 March 2010. 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. The Subscription Price will be equal to the published NAV per Ordinary Share as at 5.00 p.m. on 4 March 2010, plus a 1% premium to such NAV per Ordinary Share, rounded up to the nearest whole 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 May 2013. 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 premium 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 March 2010. Fractions of Subscription Shares will not be allotted or issued and entitlements will be rounded down to the nearest whole number of Subscription Shares. 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 total expense ratio 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 in due course improve the liquidity in the market for its Ordinary Shares; and e. Qualifying Shareholders will receive securities which should be qualifying investments for the purposes of a stocks and shares ISA and permitted investments for the purposes of a SIPP or a SSAS. Implementation of Bonus Issue Implementation of the Bonus Issue requires Shareholders to approve the Resolution to be proposed at the General Meeting. If passed, the Resolution will: a. approve the adoption of New Articles containing the rights attaching to the Subscription Shares and incorporating certain changes, including changes to reflect the final implementation of the 2006 Act; b. authorise the Directors to allot the Subscription Shares pursuant to the Bonus Issue and Ordinary Shares pursuant to the exercise of the Subscription Share Rights; c. waive statutory pre-emption rights in relation to the grant of the Subscription Share Rights and the allotment of Ordinary Shares pursuant to the exercise of the Subscription Share Rights; d. authorise the capitalisation of sums standing to the credit of the Company's share premium account, share premium account, capital redemption reserve, special reserve and any other applicable reserve (excluding the revenue reserve) in paying up the Subscription Shares to be issued pursuant to the Bonus Issue; e. 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 f. authorise the repurchase by the Company of Subscription Shares representing up to 14.99% of the Company's issued Subscription Share capital following Admission (subject to certain conditions), as more fully described below. Each of the matters described in the above sub-paragraphs will be put to the General Meeting to be voted on separately. However, notwithstanding the separate votes, the Resolution represents a single resolution and its passing will be subject to each respective part being carried. Authority to Repurchase Subscription Shares In order to allow the Company to repurchase Subscription Shares, the Resolution will also grant the Company authority to buy back up to 14.99% of the issued Subscription Share capital following Admission. Repurchases of Subscription Shares will be made at the discretion of the Board, and will only be made when market conditions are considered to be appropriate and in accordance with the Listing Rules. Purchases through the market will not be at prices that exceed the higher of (i) 5% above the average of the middle market quotations (as derived from the Official List) for the five consecutive dealing days ending on the dealing day immediately preceding the date on which the purchase is made, and (ii) the higher of the price quoted for (a) the last independent trade of, or (b) the highest current independent bid for, any number of Subscription Shares on the trading venue where the purchase is carried out. Repurchases will only be made when they will result in an increase in the fully diluted NAV per Ordinary Share. Any Subscription Shares repurchased by the Company will be cancelled and will not be held in treasury for reissue or resale. It is anticipated that authorisation for repurchases of Subscription Shares will be sought at the Company's AGMs in 2010 and beyond. New Articles If the Resolution is approved, the New Articles will be adopted. The New Articles will set out the rights attaching to the Subscription Shares and incorporate certain changes to reflect recent legal developments, in particular certain provisions of the 2006 Act which came into force in 2008 and 2009. A detailed explanation of the amendments is set out in the Appendix to the Notice of the General Meeting, which is set out in the Prospectus. The New Articles provide for an increase in the Company's borrowing limit under the Articles to twice the Company's adjusted capital and reserves. However, this will not affect the Company's Borrowing Policy which remains unchanged (as set out in Part II of the Prospectus). Apart from the changes referred to above, the New Articles will not otherwise vary from the existing Articles. The New Articles will be on display at the registered office of the Company from today's date 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 meeting. 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 in December 2006 and the next is due at the AGM to be held in 2011, when all or some of the Subscription Shares may still be outstanding. Subscription Shares do not carry the right to attend and vote at any general meeting of the Company, including any meeting convened to consider a continuation vote. If the continuation vote is not passed and the Company is wound up or restructured, the entitlements of Subscription Shareholders would be calculated in accordance with the rights attaching to the Subscription Shares. Broadly, this means that Subscription Shareholders as a whole would receive a proportionate amount of each and every payment made under a winding up or reconstruction, where such proportion is not less than the market capitalisation of the Subscription Shares divided by the total assets available to ordinary shareholders calculated at the outset of a winding up or reconstruction. This amount would be divided between the holders of the outstanding Subscription Shares pro rata to their holdings at the outset of the winding up or reconstruction. The full rights attaching to the Subscription Shares are set out in Part IV of the Prospectus. Although any formal recommendation as to the continuation vote will only be taken at the time of the approval of the annual results for 2011, the Bonus Issue proposal underlines the Board's confidence in the medium to long term prospects of the Company. 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 Official List and to the London Stock Exchange for such shares to be admitted to trading on its main market for listed securities. It is expected that Admission will occur, and that dealings will commence, on 8 March 2010. 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 document, the Company reserves the right to permit any 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 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. Taxation Shareholders should note that the Subscription Shares are qualifying investments for a stocks and shares ISA and will constitute permitted investments for the purposes of a SIPP or SSAS. The exercise of Subscription Share Rights may affect the annual subscription limit available for further investment into an ISA in the relevant year. Shareholders who are in any doubt about their tax position or who may be subject to tax in a jurisdiction other than the United Kingdom should consult their independent professional adviser. Costs of the Bonus Issue The Company's expenses in connection with the Bonus Issue are estimated to amount to approximately £280,000 (inclusive of VAT). These expenses will be borne by the Company. Net Proceeds from Subscription Shares Although there can be no certainty as to whether any or all of the Subscription Share Rights will be exercised, if the Bonus Issue proceeds and all of the Subscription Share Rights are exercised, the net proceeds that could arise on such exercise would be approximately £21.66 million, based on a NAV of 177.29 pence per Ordinary Share on 3 February 2010, the latest practicable date prior to the publication of this document, and assuming 12,188,500 Subscription Shares are issued pursuant to the Bonus Issue. It should be noted, however, that the Subscription Price will be calculated as at the Record Date and therefore the above figures are illustrative only. ISAs/SIPPs/SSASs The Subscription Shares will be a qualifying investment for a stocks and shares ISA. 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 Subscription Shareholders with their professional tax or independent financial advisers after taking into account the rules of their scheme. Expected Timetable Latest time and date for receipt of Voting 5.30 p.m. on 23 February 2010 Instruction Forms from Savings Scheme Participants Latest time and date for receipt of Forms of 11.00 a.m. on 2 March 2010 Proxy General Meeting 11.00 a.m. on 4 March 2010 Record Date for the Bonus Issue 5.00 p.m. on 4 March 2010 Subscription Price of Subscription Shares Close of business on 4 March calculated 2010 Announcement of the Subscription Price 5 March 2010 Admission of the Subscription Shares to the 8.00 a.m. on 8 March 2010 Official List and dealings in the Subscription Shares commence Crediting of CREST stock accounts in respect week commencing 8 March 2010 of the Subscription Shares Share certificates despatched in respect of week commencing 15 March 2010 the Subscription Shares Notes: (1) The times and dates set out in the Expected Timetable above and mentioned throughout this announcement 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 this document are references to London time. Enquiries Rebecca Burtonwood- For and behalf of FIL 01737 836 869 Investments International, Company Secretary Chris Davies - Head of Investment Trusts 01737 837 723 FIL Investments International Angus Gordon Lennox / William Simmonds 020 7588 2828 J.P. Morgan Cazenove Limited 6 III 8.1 III 3.4 III 8.1
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