Proposed Bonus Issue of Subscription Shares

Invesco Asia Trust plc HEADLINE: Proposed Bonus Issue of Subscription Shares Further to the Company's announcement on 24 May 2009 of a proposed Bonus Issue of Subscription Shares to existing Shareholders, the Board is today publishing a prospectus (the "Prospectus") containing details of these proposals. Overview of the Bonus Issue The Company is proposing to issue Subscription Shares, subject to the passing of the Resolutions and Admission occurring, by way of a Bonus Issue, to Qualifying Shareholders. Each Qualifying Shareholder will receive one Subscription Share for every five Ordinary Shares held by them on the Bonus Issue Record Date, being 5.00 p.m. on 11 August 2009. If an existing holding of Ordinary Shares at the Bonus Issue Record Date is not exactly divisible by five, the resultant number of Subscription Shares issued to that person will be rounded down to the nearest whole number and a fractional entitlement to a Subscription Share will arise. No fractions of a Subscription Share will be allotted to Shareholders. The Subscription Shares which represent the aggregate of these fractional entitlements will be sold in the market and the net cash proceeds will be distributed pro rata to Shareholders entitled thereto, except that individual entitlements of less than £5.00 will be retained for the benefit of the Company. Subscription Rights Holders of Subscription Shares will be entitled to exercise their Subscription Rights on 31 August (or, if later, the 30th day after the date on which copies of the audited accounts of the Company for the immediately preceding financial year are despatched to Shareholders) in any of the years 2010 to 2012 (inclusive). Subscription Shareholders will be sent a reminder of their Subscription Rights when the annual report is despatched to Shareholders. Each Subscription Share will confer the right (but not the obligation) to subscribe for one Ordinary Share upon exercise of the Subscription Rights and on payment of the Subscription Price as referred to below. Subscription Shares will rank equally with each other and will not carry the right to receive dividends or the right to attend or vote at general meetings of the Company. However, Ordinary Shares arising on the exercise of Subscription Rights will rank pari passu with the Ordinary Shares currently in issue. Similar arrangements relating to transfer and transmission will apply to Subscription Shares as currently apply to the Ordinary Shares. Ordinary Shares arising on the exercise of Subscription Rights will be allotted fully paid within 14 days of the relevant Subscription Date. Subscription Price Each Subscription Share will entitle the holder to subscribe for one Ordinary Share at the Subscription Price, which shall be equal to the latest unaudited Net Asset Value per Share as announced through a Regulatory Information Service prior to the day the Subscription Shares are issued and rounded up to the nearest five pence. It is expected that an announcement regarding the Subscription Price will be released on 11 August 2009. Adjustments may be made to the Subscription Price or the conversion rate upon certain changes being made to the Company's share capital or upon a takeover offer being made for the Company. Failure to exercise any Subscription Shares on or prior to 31 August 2012 (being the Final Subscription Date) means that the Company shall appoint a trustee who, provided that in his opinion the net proceeds of sale after deduction of all costs and expenses incurred by him will exceed the costs of subscription, shall within the period of 14 days following the Final Subscription Date exercise the Subscription Rights which have not been exercised and sell in the market the Ordinary Shares acquired on such subscription. The trustee shall distribute pro rata the net proceeds of such sale less such subscription costs and such other costs and expenses to the persons entitled thereto within two months of the Final Subscription Date, provided that entitlements of under £5.00 shall be retained for the benefit of the Company. If the trustee does not exercise the Subscription Rights within the period of 14 days following the Final Subscription Date, all Subscription Rights shall lapse. The Directors have resolved to capitalise £187,674.85 standing to the credit of the share premium account of the Company in order to pay up the par value of the Subscription Shares. The maximum net proceeds from the issue and exercise of the Subscription Shares (assuming all Subscription Rights are exercised) will be an amount equal to the number of Subscription Shares multiplied by the Subscription Price. This will be utilised in accordance with the Company's investment policy. Benefits and reasons for the Bonus Issue The principal reason for proposing the Bonus Issue is that the Board views it as 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 Directors consider that the Bonus Issue will have the advantages outlined below: * the Subscription Shares will provide holders with the opportunity on future exercise dates to subscribe for new Ordinary Shares at a fixed price, which may represent an attractive means to acquire new Ordinary Shares in the Company; * Subscription Shares are tradable securities and a holder who does not wish to subscribe for Ordinary Shares may be able to realise the Subscription Shares for value; * the exercise of Subscription Rights will provide new funds for the Company to invest whilst the operating cost base of the Company will be spread across a larger number of Ordinary Shares and the total expense ratio is expected to fall; and * an increase in the number of Ordinary Shares in issue following the exercise of Subscription Rights may improve the future liquidity in the market of the Ordinary Shares. Subscription Shares are also qualifying investments for the purposes of the stocks and shares component of an ISA and permitted investments for the purposes of a SIPP. Consequences of the conversion of Subscription Shares on the Company In general, it is anticipated that the majority of the holders of the Subscription Shares will exercise their Subscription Rights if the market price of Ordinary Shares exceeds the Subscription Price at the relevant Subscription Date. If the Net Asset Value per Share at that time exceeds the Subscription Price, the Company will issue Ordinary Shares (pursuant to the conversion of the Subscription Shares) on receipt of a sum equal to the Subscription Price that is below the Net Asset Value per Ordinary Share at that date. If the Subscription Price is materially below the Net Asset Value per Share then the issue of Ordinary Shares pursuant to the conversion of the Subscription Shares would have a material dilutive effect on the Net Asset Value per Share. Admission, dealings and certificates Application will be made to the UK Listing Authority for the Subscription Shares to be admitted to listing on the Official List and admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will occur, and that dealings will commence, on 13 August 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 and 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 13 August 2009 for Shareholders holding Shares in uncertificated form, and share certificates for Subscription Shares will be despatched to Shareholders holding Shares in certificated form no later than the week commencing 17 August 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 then issued ordinary share capital of the Company. Extraordinary General Meeting In order to implement the Bonus Issue, the Company requires the consent of Shareholders at the Extraordinary General Meeting to be held on 12 August 2009. Overseas Shareholders The allotment of the Subscription Shares to persons who have a registered or mailing address in countries outside of the United Kingdom 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 therefore being offered and 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 Extraordinary 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. 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). Continuation Vote Under the Articles, the Directors are required to propose a continuation vote as a special resolution every three years to release them from the obligation to convene an extraordinary general meeting to put forward proposals that the Company be wound up on a voluntary basis. The Board will next ask to be released from this obligation at the Annual General Meeting of the Company in 2010, when all or some of the Subscription Shares may still be outstanding. If a continuation vote is not passed the Directors will be required to convene an extraordinary general meeting in 2011 on or within seven business days prior to the accounting reference date of the Company (30 April) at which proposals for the winding-up or other reconstruction of the Company will be considered. 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. In the event that the continuation vote is not passed and the Company is wound up or restructured, the entitlement of Subscription Shareholders will be calculated in accordance with the rights attaching to the Subscription Shares. Expected timetable 2009 Date of Prospectus 13 July Latest time and date for receipt of Forms of 12 noon on 8 August Proxy from individuals who hold Ordinary Shares through Invesco Savings Plans and ISAs Latest time and date for receipt of Forms of 12 noon on 10 August Proxy from all other Ordinary Shareholders Bonus Issue Record Date 5.00 p.m. on 11 August Announcement of Subscription Price through a 11 August Regulatory Information Service Extraordinary General Meeting immediately following the 2009 Annual General Meeting of the Company which is to be held at 12.00 noon on 12 August Result of Extraordinary General Meeting as soon as practicable after announced close of Extraordinary General Meeting Admission and commencement of dealings in 8.00 a.m. on 13 August Subscription Shares. Crediting CREST accounts with Subscription Shares Dealings in the Ordinary Shares commence ex 8.00 a.m. on 13 August Bonus Issue entitlement Despatch of share certificates in respect of Week commencing 17 August Subscription Shares All references to time refer to London time. Times and dates are subject to change. Terms used and not defined in this announcement bear the meaning given to them in the Prospectus dated 13 July 2009. A copy of the Prospectus will be submitted shortly to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: The Financial Services Authority 25 The North Colonnade Canary Wharf, London, E14 5HS For further information please contact: Invesco Asset Management Limited 020 7065 3555 Guy Short, Andrew Watkins Arbuthnot Securities Limited 020 7012 2000 Alastair Moreton, Hannah Pearce 13 July 2009
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