Bonus Issue of Subscription S

RNS Number : 1277S

JPMorgan Emerging Mkts Invest Trust

12 May 2009

 



JPMORGAN EMERGING MARKETS INVESTMENT TRUST PLC

BONUS ISSUE OF UP TO 22.1 MILLION SUBSCRIPTION SHARES

12 May 2009

Introduction

Further to the Company's announcement on 6 March 2009 that the Board was considering proposals for a bonus issue of Subscription Shares to existing Shareholders, the Board is today publishing its proposals in relation to the Bonus Issue, which will require the adoption of new Articles. 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 10 June 2009, as well as 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 by way of a bonus issue 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 and Admission. Fractions of Subscription Shares will not be allotted or issued and entitlements will be rounded down to the nearest whole number of Subscription Shares.

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.

Notice of the exercise of the Subscription Share Rights may be given at any time from 1 August 2009 until 31 July 2014 (both dates inclusive) after which the Subscription Share Rights will lapse. The Ordinary Shares arising on conversion will be allotted within ten Business Days of the first Business Day of the calendar month following the month in which the relevant notices are received by the Registrars.

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 9 June 2009.

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 unaudited published NAV per Ordinary Share as at 5.00 p.m. on 9 June 2009, plus a percentage premium to such amount, rounded up to the nearest whole penny as follows:

a)   if exercised on any day between and including 1 August 2009 and 31 July 2010 - a 1 per cent. premium 

      to such NAV per Ordinary Share;

b)   if exercised on any day between and including 1 August 2010 and 31 July 2012 - a 10 per cent. premium

      to such NAV per Ordinary Share; and

c)   if exercised on any day between and including 1 August 2012 and 31 July 2014 - a 30 per cent. premium

      to such NAV per Ordinary Share.

The percentage premia applying upon exercise and the resulting Subscription Prices 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 Prices will be made on 10 June 2009.

The Directors believe the Bonus Issue of Subscription Shares will have the following advantages:

• Qualifying Shareholders will receive securities which they may convert into Ordinary Shares at a predetermined price in order to benefit from any future growth in the Company;

• 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;

• 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 hence should cause the total expense ratio to fall;

• 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

• Qualifying Shareholders will receive securities which are qualifying investments for the purposes of the stocks and shares component of an ISA and permitted investments for the purposes of a SIPP.

Authority to repurchase Subscription Shares

In order to allow the Company to repurchase Subscription Shares, the Resolution will grant the Company authority to buy back up to 14.99 per cent. 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 by the Board to be appropriate and in accordance with the Listing Rules.

Any Subscription Shares repurchased by the Company shall be cancelled and shall not be held in treasury for re-issue or resale.

New Articles of Association

If the Resolution is approved, the New Articles will be adopted to replace the Existing Articles. The New Articles will set out the rights attaching to the Subscription Shares, but otherwise will be identical to the Existing Articles which were adopted at the Company's annual general meeting held on 6 November 2008.

Continuation vote

Under the Company's Articles of Association, the Company is required to propose a continuation vote as an ordinary resolution at every third Annual General Meeting. If a continuation vote is not passed the Directors are required to convene a general meeting within four months of the relevant Annual General Meeting at which proposals for the winding up or other reconstruction of the Company will be considered.

The last continuation vote took place in November 2008 and the next is due at the Annual General Meeting 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. 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.

Broadly, this means that Subscription Shareholders as a whole will receive a proportionate amount of each and every payment made under a winding up or reconstruction, where such proportion is equal to not less than the market capitalisation of the Subscription Shares divided by the total assets available to ordinary shareholders calculated at outset of winding up or reconstruction. This amount will be divided between the holders of the outstanding Subscription Shares pro rata to their holdings at the outset of the winding up or reconstruction.

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 market for listed securities. It is expected that Admission will occur, and that dealings will commence, on 11 June 2009.

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 of 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.

Taxation

Shareholders should note that Subscription Shares are qualifying investments for the stocks and shares component of an ISA and will constitute permitted investments for the purposes of a SIPP. 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 professional adviser.

General Meeting

The Bonus Issue is conditional on, in addition to Admission, the approval by Shareholders of the Resolution to be proposed at a General Meeting of the Company which has been convened for 10 June 2009.

Expected timetable

Terms used and not defined in this announcement bear the meaning given to them in the Prospectus dated 12 May 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

Enquiries:

Simon Crinage, JPMorgan Asset Management (UK) Limited 020 7742 3445

Richard Plaskett, JPMorgan Asset Management (UK) Limited 020 7742 3422

Katie Standley, Winterflood Investment Trusts 020 3100 0297

This announcement should not be construed as advice relating to legal, taxation or any other matters and does not constitute a recommendation to sell or the solicitation of an offer to subscribe for or buy, nor shall there be any sale of, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company or Winterflood Securities Limited. 

The contents of this announcement include statements that are, or may be deemed to be 'forward looking statements'. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms 'believe', 'expect', 'intend', 'will' or ' should'.  By their nature, forward looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. The Company's actual results and performance may differ materially from the impression created by the forward-looking statements. The Company undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by applicable law and regulation (including the Listing Rules). No statement in this announcement is intended to be a profit forecast. Investors should consult a financial adviser authorised under the Financial Services and Markets Act 2000 without delay if they are in any doubt about the action they should take.

 

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