Change of Investment Manager

F&C Pacific Inv Tst 22 March 2005 FOR IMMEDIATE RELEASE 22 March 2005 F&C Pacific Investment Trust PLC Change of Investment Manager and Tender Offer The Board of F&C Pacific Investment Trust PLC (the 'Company') announces the appointment of Aberdeen Asset Managers Limited ('Aberdeen') and Nomura Asset Management U.K. Limited ('Nomura') to manage the Company's assets in place of F& C Management Limited ('F&C'), both with a pan-Pacific mandate. The Board has also appointed Witan Investment Services Limited (a wholly owned subsidiary of Witan Investment Trust plc) as Executive Manager with responsibility for the commercial management of the Company, including advising on, liaising with and monitoring the investment managers and other third party service providers. Witan Investment Services Limited ('Witan') will also have responsibility for the marketing of the Company, and it is expected that this will include the administration and servicing of savings plans in due course. The Company has suffered a sustained period of disappointing investment performance. Against this background, the Board undertook a strategic review which led to this positive and direct action with the aim of improving returns for shareholders. The Board also announces that it will be sending to shareholders a circular in due course convening an Extraordinary General Meeting for the purposes of seeking shareholder approval for: • A tender offer by the Company for up to 50% of the issued share capital at a price equal to a 4.5% discount to net asset value (together with a matching purchase facility enabling investors to purchase shares in the Company) • A proposal to change the name of the Company to Witan Pacific Investment Trust PLC The Company's major shareholders have been consulted and have indicated their support for these new arrangements. In addition, the Directors will be voting for the proposals at the EGM and will not be tendering any of their shares in the tender offer. Aberdeen and Nomura will initially each manage 50% of the Company's assets on a pan-Pacific basis and will each assume responsibility for their own asset allocation and gearing within parameters set and monitored by the Board. The benchmark against which the Company's performance will be measured remains unchanged, being the MSCI All Countries Asia Pacific Free Index. The Board believes that, the overall costs of operating the Company under these new management arrangements will be less than the current costs (excluding performance fee arrangements). The new managers will assume responsibilities after completion of the Tender Offer but their appointment is not conditional on the Tender Offer proceeding. No fee is payable to F&C in respect of the termination of the existing investment management contract. Christopher Purvis, Chairman, commented 'We are establishing ourselves as an independent investment trust, with specialist investment managers and our own executive and commercial manager. We believe that the appointments of Aberdeen and Nomura, together with the appointment of Witan, are important positive steps for shareholders. We have been able to combine the talents of two experienced and well resourced managers with long and successful track records. Their individual approaches work well with each other and we believe offer shareholders the prospect of significantly improved performance. These changes reinforce the Company's proposition of pan-Pacific investment at a time when the region's economies are undergoing a process of integration. Harnessing the talents of Aberdeen and Nomura in this way allows the Trust to offer investors a unique package hitherto inaccessible to the UK retail market'. Enquiries: Christopher Purvis 020 7221 6985 Chairman, F&C Investment Trust PLC Jim Horsburgh /James Budden 020 7818 3121 Witan Investment Services Limited Angus Gordon Lennox 07768 503 516 JPMorgan Cazenove Limited Gordon Puckey 0207 7636975 quill Communications Proposals for a new management structure, a change of name, Tender Offer and Matching Purchase Facility and certain other matters Introduction The Board of F&C Pacific Investment Trust PLC (the 'Company') today announces the implementation of a new investment management structure with the appointment of Aberdeen Asset Managers Limited ('Aberdeen') and Nomura Asset Management U.K. Limited ('Nomura') to manage the Company's assets in place of F&C Management Limited ('F&C'), both with pan-Pacific mandates. The Board has also appointed Witan Investment Services Limited (a wholly owned subsidiary of Witan Investment Trust plc) as Executive Manager with responsibility for the commercial management of the Company, including advising on, liaising with and monitoring the Company's investment managers and other third party service providers. Witan Investment Services Limited ('Witan') will also have responsibility for the marketing of the Company, and it is expected that this will include the administration and servicing of savings plans. The Board has also announced proposals for a change of name and for a tender offer for up to 50% of the Company's issued share capital together with a matching purchase facility enabling investors to purchase shares in the Company (the 'Proposals'). A circular setting out the Proposals in greater detail and convening an Extraordinary General Meeting will be posted to shareholders of the Company in due course. Background The Company's investment objective is 'to maximise shareholders' total return, predominately through growth in capital, by investing in the Asia Pacific region '. The Company has suffered a sustained period of disappointing investment performance. Against this background, the Board undertook a strategic review which has led the Board to take the positive and direct action described above with the aim of improving returns for shareholders. The Company provides its shareholders with a broad-based exposure to equity markets across the Pacific region. The Board understands that many investors, who consider that the Pacific region is attractive, choose to invest in the region through an investment trust which gives coverage of all of the major markets and whose managers make the asset allocation decisions between the various markets, as well as selecting stocks for the portfolio. The Company is one of a very small number of trusts that provides this service. The Board believes the case for a pan-Pacific mandate is now even stronger because of current economic trends, in particular with the integration of the region's economies. Within this context the Board believes that the investment managers should be able to exploit investment opportunities across the region and be able to switch between the different markets and industries. However, in assessing investment performance, the Board measures the successes and failures of an investment manager by comparing performance against a benchmark index. The Directors believe that the combination of the two managers (the 'New Managers') will lead to improved returns for shareholders. New Investment Management structure The Board has agreed to appoint two investment managers to implement this strategy to exploit what it believes to be attractive investment opportunities within the Pacific region better. The New Managers have an excellent record of investment in the Pacific region. The Board believes this investment approach helps engage the expertise of fund managers with particular knowledge of specific markets and investment styles and that the blend should serve to improve returns for investors. The Board is convinced that an investment strategy which blends investment approaches and investment styles is more likely to result in outperformance for shareholders over a market cycle. Furthermore the Board believes the flexibility inherent in the new management structure where each service provider is separately employed will enhance the smooth operation of the Company and avoids the risk of being tied to a particular investment house or investment formula. Having reviewed the investment objective and policy of the Company, the Board has concluded that it should not be changed. Accordingly the benchmark against which investment performance will be measured will remain the MSCI AC Asia Pacific Free. Accordingly, both the New Managers will be assuming a pan-Pacific mandate, initially on the basis of 50% of the Company's assets each. The New Managers will have responsibility for asset allocation decisions and gearing levels for their own portfolios, within parameters set by the Board. The New Managers may invest in all countries within the Asia Pacific region including Australasia and India. Executive Manager The Board will appoint Witan as Executive Manager to oversee and monitor the investment managers, and to provide commercial and executive management services to the Company, including provision of marketing services and savings schemes in due course. The Board believes that Witan is well placed to provide these services. Witan Investment Services Limited is a wholly owned subsidiary of Witan Investment Trust plc, a £1.45bn multi-managed global fund. Costs The Board believes that the overall costs of operating the Company under these new management arrangements will be less than the current costs (excluding performance fee arrangements). New Investment Managers Aberdeen Aberdeen Asset Managers Limited is a subsidiary of Aberdeen Asset Management PLC, (the 'Aberdeen Group'), an international investment management group, managing assets for both institutional and retail clients from offices around the world. The portfolio will be run from the Aberdeen Group's Singapore office. Total group funds under management and advice currently total £24.19 billion. Of this some £5.29 billion is in the form of closed end investment trusts and investment companies. Aberdeen Asset Management Asia Limited ('Aberdeen Asia') is a Singapore-incorporated fund manager, regulated by the Monetary Authority of Singapore and a fully-owned subsidiary of the Aberdeen Group. Established in 1992 as the Group's Asia Pacific headquarters, Aberdeen Asia has a long and successful track record of investing in Asian markets. Funds are sourced from a diversified group of clients. Aside from Singapore, it has won mandates from institutions in the UK, Europe, US and Canada. Clients include other asset managers, government and related bodies and the retail public, via pooled vehicles registered in various jurisdictions. As at 31 January 2005, Aberdeen Asia had £7.8bn under management. Aberdeen Asia has a team of 30 fund managers, based in Singapore, Sydney and Bangkok. They follow a fundamental investment style emphasising the identification of good quality companies, on reasonable or low valuations relative to their growth potential, which are likely to deliver above average growth in earnings and dividends over the long term. Teams effectively work as one, cross covering company visits, under the overall direction of Hugh Young, who is also head of equities for the Aberdeen Group. Seven other executives from Aberdeen, including Peter Hames (Investment Director) and Graeme Sinclair (Head of Japanese Equities), will be involved with the day to day investment management of the Company's portfolio. Aberdeen's record in investing in pan-Pacific equities is illustrated below: Total return and annualised return over five years compared against benchmark (to 31 December 2004): Fund Over 5 Year Benchmark Fund Performance Period Performance (1) Relative to Benchmark Aberdeen Asia Pacific Unit Trust Total return 14.5 -27.1 41.6 Aberdeen Asia Pacific Unit Trust Annualised return 2.7 -6.1 8.8 Source: Lipper, Total Return, Offer to Offer, UK Net Income Reinvested. These figures do not include the initial charge, but are net of the annual management charge of the Fund. Past performance is not a guide to future performance. Notes: 1. Benchmark: MSCI AC Asia Pacific Nomura The Nomura Asset Management Group is headquartered in Tokyo, with investment offices in London, Singapore, Hong Kong and New York. The Nomura Asset Management Group manages over $140 billion of assets globally (as at 31 December 2004) and employs over 700 staff world-wide including approximately 200 portfolio managers and analysts. The Nomura Asset Management Group has been managing Pacific Basin assets since 1981 and presently manages £11.6 billion of assets on behalf of institutional clients investing in the Pacific Basin region. Nomura Asset Management U.K. Limited is the London arm of the Nomura Asset Management Group, and is recognised as a leading provider of active Pacific Basin equity management to U.K. and European clients. As a specialist manager, Nomura Asset Management U.K. Limited has enjoyed a period of growth as consultants and clients have sought the benefits of appointing specialists at the expense of generalists. With a strong track record, a stable investment process and philosophy and considerable resources on the ground, Nomura Asset Management U.K. Limited is well placed to continue its successful investment record for the Company. Day to day investment management for the Company will be carried out from Nomura Asset Management's Group offices in Tokyo and Singapore as the Nomura Asset Management Group is a firm believer in the value of local management of assets. The nominated portfolio managers of the Company are Yuichi Murao and Graham Muirhead. Other U.K. based clients for whom Nomura Asset Management U.K. Limited is managing a similar mandate include London Regional Transport, EDF Energy (previously London Electricity), Worcestershire County Council, Pilkington and the Merseyside Pension Fund. The Nomura Asset Management Group also manages a number of similar accounts for a variety of pension funds worldwide. A number of Nomura Asset Management U.K. Limited's appointments have come from selection exercises involving some of the leading investment consultancy firms. A summary of Nomura Asset Management Group's assets under management in the Pacific Basin is set out below: Assets Under Management (£ millions) Pacific Basin equities (all clients) 29,098 of which: Institutional clients 11,648 of which: Segregated accounts 10,238 of which: Pacific Basin inc Japan equity 2,248 Japan equity 7,337 Source: Nomura Asset Management Co., Ltd, Tokyo as at 31st December 2004 The table below provides performance information for Nomura Asset Management Group for the Pacific Basin: Fund Over 5 Year Benchmark Fund Performance Period Performance Relative to Benchmark (1) Confidential US Client (1) Total return -19.98% -29.39% +9.41% Confidential US Client (1) Annualised return -4.36% -6.72% +2.36% Data source: Nomura Asset Management Co., Ltd, Tokyo as at 31st December 2004. Performance figures are shown here in GBP, gross of fees, net dividends reinvested. Notes: (1) A portfolio contracted to Nomura Asset Management USA Inc. managed against a customised version of the FTSE AW Asia Pacific benchmark which excludes China, Indonesia, Pakistan and Thailand by the same Tokyo and Singapore team responsible for this mandate. Nomura Asset Management USA Inc. has designed its policies and procedures to calculate and present performance results in compliance with AIMR-PPS on a firm-wide basis. (2) The value of investments and any income from them may fall as well as rise. This may also happen as a result of exchange rate movements between currencies. Past performance is no guarantee of future returns. Portfolio management The New Managers will take over the management of the Company's assets, following completion of the Tender Offer detailed below. No termination fee is payable to F&C, who will continue to manage the portfolio until immediately prior to implementation of the Tender Offer. A transition manager will be appointed to manage the Company's assets over the time of the implementation of the Tender Offer. Gearing The Company will continue with its existing policy towards gearing, and will have bank facilities such that each manager may utilise borrowings within agreed parameters set and monitored by the Board. Change of Name The Directors propose that the Company's name should be changed to 'Witan Pacific Investment Trust PLC'. Savings Scheme arrangements The current savings scheme arrangements for existing savings scheme participants will remain in place for the time being. Witan will have responsibility for the marketing of the Company, and it is expected that this will include the administration and servicing of savings plans in due course. Tender Offer and Matching Purchase Facility The Directors are aware that certain Shareholders may wish to realise their investment and accordingly have reviewed the available options with their advisers and with the Executive Manager and New Managers. The Directors are also aware that, with the change in management arrangements, Shareholders and new investors may wish to purchase shares in the Company. The Directors have determined that a Tender Offer and Matching Purchase Facility should be made, under which up to 50 per cent. of the Company's issued share capital would be repurchased by the Company. The Tender Offer is designed to enable those Shareholders who wish to realise Shares in the Company to do so at a price which is close to their fair realisable value, while ensuring that ongoing Shareholders who do not wish to tender their Shares are not disadvantaged by the Proposals. The Tender Offer will be made at a price (the ' Repurchase Price') equal to a discount of 4.5 per cent. of the net asset value per Share (before expenses of the Proposals) on the calculation date, as will be detailed in the circular to be sent to Shareholders in due course. The Tender Offer is to be coupled with a Matching Purchase Facility under which Shareholders who wish to increase their holding may do so at the same price. Under the Matching Purchase Facility, Shareholders will be able to purchase Shares at the Repurchase Price to the extent that there are Shares available to be so purchased through valid tenders. Shares tendered under the Tender Offer will first be allocated to this facility and any balance will be repurchased by the Company. Investors who are not currently Shareholders will be able to participate in the Matching Purchase Facility either by acquiring Shares (with the right to participate in the Matching Purchase Facility) or by co-ordinating their order through the sales desk at Cazenove. None of the Directors will be tendering any Shares in the Tender Offer. Enquiries: Christopher Purvis 020 7221 6985 Chairman, F&C Investment Trust PLC Jim Horsburgh /James Budden 020 7818 3121 Witan Investment Services Limited Angus Gordon Lennox 07768 503 516 JPMorgan Cazenove Limited Gordon Puckey 0207 7636975 quill Communications This information is provided by RNS The company news service from the London Stock Exchange
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