Tender Offer

NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA ORREPUBLIC OF IRELAND Invesco Asia Trust plc ("Invesco Asia" or the "Company") Tender Offer for up to 15 per cent. of Shares in issue & Publication of circular Introduction Further to the Company's announcement on 2 May 2013, a circular explaining the terms of a Tender Offer for up to 15 per cent. of the Shares in issue (the "Circular") together with a notice of General Meeting to be held at 12.15 p.m. (or as soon thereafter as the Annual General Meeting of the Company convened for the same day has been concluded or adjourned) on 8 August 2013 will today be posted to Shareholders. A copy of the above documents will be submitted to the National Storage Mechanism and will shortly be available on the Manager's website: www.invescoperpetual.co.uk/investmenttrusts under the Company's link. The Chairman's Letter (in respect of the Tender Offer and the notice of the General Meeting at which the Company will seek Shareholders' approval for the Tender Offer) and the expected timetable, as contained in the Circular, are set out below. Terms used and not defined in this announcement bear the meaning given to them in the Circular to be published today. Chairman's Letter "Dear Shareholder Tender Offer to purchase up to 15 per cent. of the Shares in issue Introduction Following discussions with Shareholders, in July 2010 the Board introduced discount control arrangements which included a possible tender offer for up to 15 per cent. of the Company's issued share capital, at a 2 per cent. discount to Net Asset Value less the costs of the tender offer, if the Company's shares traded over the financial year at an average discount of more than 10 per cent. to Net Asset Value (fully diluted, ex income). As announced on 2 May 2013, the average discount over the year to 30 April 2013 was 10.8 per cent. and the Board therefore intends to seek the approval of Shareholders at the time of the Company's next Annual General Meeting to implement such a Tender Offer. The purpose of this document is to provide you with details of the proposals, how Shareholders can tender their Shares for purchase if they wish to do so and to set out the reasons why the Directors are recommending that you vote in favour of the Resolution at the General Meeting, notice of which is set out at the end of this document. Shareholders are not obliged to tender any of their Shares and if they do not wish to participate in the Tender Offer they should not complete or return the accompanying Tender Form. The Tender Offer The Tender Offer is being made by Westhouse Securities to all Qualifying Shareholders. Full details of the Tender Offer, including the terms and conditions on which it is being made, are set out in Part III of this document (and on the Tender Form for those Shareholders who hold their Shares in certificated form). The key points of the Tender Offer are as follows: ● the Tender Offer is for up to 15 per cent. of the Company's issued Shares as at the Record Date; ● Qualifying Shareholders on the Register on the Record Date will be able to tender none, some or all of their Shares within the overall limit of the Tender Offer. Tenders in excess of a Shareholder's Basic Entitlement (being 15 per cent. of their Shares held as at the Record Date) will only be accepted to the extent that other Shareholders tender less than their Basic Entitlement or do not tender any Shares and will be satisfied on a pro rata basis; ● the Tender Price will be calculated in accordance with paragraph 1.2 of the terms of conditions of the Tender Offer in Part III of this document and, in summary, will be a price per Share which represents 98 per cent. of the latest published unaudited NAV per Share as at the Calculation Date less the Tender Costs per Share, in each case as calculated by the Company. ● the fixed costs and expenses of the Tender Offer (excluding portfolio realisation costs) are estimated to amount to approximately £140,000. This amount also does not include stamp duty or commission payable to Westhouse Securities (being, respectively, 0.5 per cent. and 0.2 per cent. of the amount equal to the Tender Price multiplied by the number of Tendered Shares). All costs and expenses in relation to the Tender Offer will be borne by Shareholders participating in the Tender Offer; ● the Tender Price will be paid to Shareholders in Sterling and will be effected by the despatch of cheques or the crediting of CREST accounts as appropriate; and ● any Shares tendered will be cancelled. The Tender Offer is conditional on the passing of the Resolution set out in the notice of General Meeting at the end of this document and the satisfaction of the other conditions specified in Part III of this document. The Board has concluded that it would be in Shareholders' interests to extend the discount control arrangements to the financial year ending 30 April 2014. Taxation Shareholders who sell Shares pursuant to the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. Further information on the UK taxation consequences of the Tender Offer is set out in Part IV of this document. Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK should consult an appropriate professional adviser. Restricted Shareholders and other Overseas Shareholders Shareholders with registered or mailing addresses outside the UK, or who are citizens or nationals of, or resident in, a jurisdiction other than the UK should read paragraph 9 of Part III of this document and the relevant provisions of the Tender Form. General Meeting The Company will require, under CA 2006 and the Listing Rules, the authority from Shareholders to purchase Shares under the Tender Offer. A notice convening a General Meeting of the Company, which is to be held at 30 Finsbury Square on 8 August 2013, is set out at the end of this document. At this General Meeting, the Resolution will be proposed to authorise the Company to make the repurchase of Shares which is necessary to enable the Tender Offer to be implemented. The Resolution will be proposed as a special resolution requiring the approval of 75 per cent. of the votes cast at the General Meeting. Action to be taken 1. General Meeting a. Proxy Form Whether or not you intend to be present at the General Meeting, you are requested to complete and return the accompanying Proxy Form in accordance with the instructions printed thereon, so as to be received by the Company's registrars at PXS, 34 Beckenham Road, Beckenham, BR3 4TU as soon as possible and, in any event, no later than 12.15 p.m. on 6 August 2013. The completion and return of the Proxy Form will not preclude you from attending the General Meeting and voting in person should you so wish. b. Direction Form Saving Scheme Shareholders who wish to vote at the General Meeting should complete and return the accompanying Direction Form in accordance with the instructions printed thereon, so that they are received as soon as possible and in any event by no later than close of business on 26 July 2013. 2. Tender Offer The procedure for tendering your Shares depends on whether your Shares are held in certificated or uncertificated form and, together with the procedure for Saving Scheme Shareholders, is summarised below. a. Shares held in certificated form Shareholders who hold Shares in certificated form and who wish to tender any or all of their existing holding of Shares should complete and return the Tender Form in accordance with the instructions printed thereon and in Part III of this document. Shareholders who hold their Shares in certificated form should also return their share certificate(s) and/or other documents of title in respect of the Shares tendered. Tender Forms and share certificates must be received as soon as possible but in any event by no later than 1.00 p.m. on 30 July 2013. b. Shares held in uncertificated form Shareholders who hold their Shares in uncertificated form (that is, in CREST) will not receive a Tender Form. Those Shareholders holding their Shares in uncertificated form and who wish to tender any or all of their Shares should tender electronically through CREST so that the TTE Instruction settles by no later than 1.00 p.m. on 30 July 2013. Further details of the procedures for tendering and settlement are set out in Part III of this document. (c) Saving Scheme Shareholders Saving Scheme Shareholders who wish to tender any or all of their Shares should complete and return the accompanying Saving Scheme Tender Form in accordance with the instructions printed thereon. Saving Scheme Tender Forms must be received as soon as possible and in any event by no later than close of business on 26 July 2013. Shareholders who do not wish to tender any Shares under the Tender Offer should take no action, either in relation to the Tender Form or the sending of a TTE Instruction. Recommendation The Board considers that the Tender Offer and the Resolution to be proposed at the GeneralMeeting are in the best interests of the Company and its Shareh olders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote infavour of the Resolution to be proposed at the General Meeting. The Directors intend to vote in favour, or procure the vote in favour, of the Resolution at the General Meeting in respect of their beneficial holdings of Shares which, in aggregate, amount to 67,080 Shares representing approximately 0.06 per cent. of the Company's issued Share capital. The Directors can make no recommendation to Shareholders in relation to participation in the Tender Offer. Whether or not Shareholders decide to tender any or all of their Shares will depend on, among other things, their own individual circumstances including their tax position. Yours faithfully David Hinde Chairman" Expected Timetable 2013 Record Date close of business on 3 May Posting of this document, Tender Form and Proxy 2 July Form Latest time and date for receipt of Saving close of business on 26 July Scheme Tender Forms and Direction Forms from Saving Scheme Shareholders Closing Date - latest time and date for receipt 1.00 p.m. on 30 July of Tender Forms and settlement of TTE Instructions(s) Latest time and date for receipt of Proxy Forms 12.15 p.m. on 6 August for the General Meeting Calculation Date close of business on 6 August General Meeting 12.15 p.m. on 8 August Result of Tender Offer and Tender Price by close of business on 8 announced August Despatch of cheques for Tender Offer week commencing 12 August consideration in respect of certificated Shares sold under the Tender Offer and CREST accounts credited with Tender Offer consideration Despatch of balancing Share certificates in week commencing 19 August respect of any unsold certificated Shares and TFE messages in respect of uncertificated Shares Dates and times are indicative only and may be subject to change. Any changes will be notified via a regulatory information service provider of the London Stock Exchange Enquiries: Invesco Asset Management Limited 020 7065 3555 Kelly Nice Andrew Watkins Westhouse Securities Limited 020 7601 6118 Financial adviser and broker Alastair Moreton Darren Vickers Cautionary statements This announcement does not constitute or form part of an offer or invitation or a solicitation of any offer or invitation, to purchase any Invesco Asia Shares or other securities. The full terms and conditions of the Tender Offer will be set out in the Circular, which should be read in full. The Tender Offer is not being made, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or the Republic of Ireland (each a "Restricted Territory"). In particular, this document may not be distributed or sent in or into the United States. Furthermore, Shareholders who are resident in any other Restricted Territory should note that this document is being sent for information purposes only. The distribution of this announcement in jurisdictions other than the UK may be restricted by law and, therefore, persons into whose possession this announcement comes should inform themselves about and observe any of these restrictions. Any failure to comply with any of those restrictions may constitute a violation of the securities law of any such jurisdiction. The Tender Form is not being and must not be forwarded to or transmitted in or into a Restricted Territory. Any person (including, without limitation, custodians, nominees and trustees) who may have a contractual or legal obligation to forward this announcement and/or the accompanying documents should read the paragraph entitled `Restricted Shareholders and other Overseas Shareholders' in Part III of the Circular before taking any action. This announcement contains (or may contain) certain forward-looking statements with respect to the Company's current expectations and projections about future events. These statements, which sometimes use, but are not limited to, words such as 'anticipate', 'believe', 'intend', 'estimate', 'expect' and words of similar meaning, reflect the directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Company nor Westhouse Securities assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.
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