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JPMorgan Emerging Mkts Invest Trust 08 March 2006 8 March 2006 JPMorgan Emerging Markets Investment Trust plc (the 'Company') Recommended Revised Proposals for an Issue of New Shares in connection with the scheme of reconstruction of F&C Emerging Markets Investment Trust plc ('F&C Emerging') The Board is today recommending revised Proposals, announced in outline on 15 February 2006, for an issue of new ordinary shares in connection with the reconstruction of F&C Emerging. Under the Proposals, F&C Emerging Shareholders will be able effectively to exchange their holdings of F&C Emerging Shares for New Shares in the Company. A circular setting out the details of the Proposals and the Board's unanimous recommendation that Shareholders vote in favour of the resolutions required to implement them, will be dispatched to Shareholders today. The Proposals The Proposals involve an issue of New Shares in consideration for the transfer of part of the investment undertaking of F&C Emerging and a vote is proposed to continue the life of the Company until 2008 (at which point a further continuation vote will be proposed). In addition, it is proposed that the Directors' general authority to allot shares and disapply Shareholders' pre-emption rights and the Company's authority to buy back the Shares be increased to reflect the increase in the issued share capital of the Company under the Proposals. Details of the Proposals Issue of New Shares The Company is making available New Shares to F&C Emerging Shareholders in the proposed reconstruction and members' voluntary liquidation of that investment trust. The New Shares will rank pari passu with the existing Shares in issue including for dividends. Nature of the consideration for the Issue of New Shares The New Shares will be issued in consideration for the transfer of part of the assets of F&C Emerging. The assets to be transferred will comprise investments selected by the Manager as being appropriate to the investment objective and policy of the Company, short dated UK government bonds, or cash, or cash equivalents, which will be invested in accordance with the investment policy of the Company. F&C Emerging currently invests in a portfolio of companies in emerging markets throughout the world. In advance of the Effective Date, it is expected that F&C Emerging will have, to the extent practicable, realised or re-aligned the business carried on by it in accordance with the Scheme and the Elections made thereunder. Therefore, so far as practicable, F&C Emerging will hold assets comprising a separate business in such a manner as will, on or before the Effective Date, be suitable for transfer, by virtue of the Transfer Agreement, to the Company. Valuation of consideration for the Issue of New Shares On the Calculation Date, the assets to be transferred in consideration for the issue of New Shares to the F&C Emerging Shareholders shall be valued in line with the current valuation policies of F&C Emerging. In order to determine the F &C Emerging Final NAV for the purposes of the Proposals, such valuation will be calculated after taking into account the costs to be incurred by F&C Emerging in relation to the Proposals (including any applicable portfolio realignment and realisation costs), the F&C Emerging Rollover Enhancement and a pro rata share of any retention to be made by the liquidator of F&C Emerging. Calculation of the Rollover Price of New Shares The price at which the New Shares will be issued to the F&C Emerging Shareholders will be calculated on the Calculation Date. The value of the net assets of the Company for this calculation shall be determined using the current valuation policies of the Company (with assets being valued on a bid-price basis). In order to determine the Rollover Price of each New Share such valuation will then be adjusted to take into account the costs to be incurred by the Company in relation to the Proposals and the Company Rollover Enhancement. Costs and expenses The costs of the Proposals (including all advisers' fees, printing and other ancillary costs including all such costs incurred in connection with the Old Scheme) are expected to be approximately £500,000 (excluding VAT), which will be borne by the Manager as set out below. Once the value of the assets rolling into the Company has been determined, the Manager has agreed to make a cash contribution equal to 0.5 per cent. of the Basic NAV, which will constitute the F&C Emerging Rollover Enhancement. The Manager has also agreed to make a cash contribution equal to the higher of 0.5 per cent of the Basic NAV and the Company's costs in participating in the Scheme, which will be added to the assets of the Company prior to the issue of New Shares before determining the Rollover Price (and so will be for the benefit of existing Shareholders) As a result of the Company Rollover Enhancement, the Issue will not result in a decrease in the NAV per Share and may result in an increase in the NAV per Share if the Company Rollover Enhancement is greater than the total costs to be borne by the Company. Proposed directors As part of the Proposals, it is proposed that Valentine Powell and David Gamble, existing directors of F&C Emerging, be appointed as directors of the Company with effect from the Effective Date. Continuation The Directors consider it appropriate to bring the continuation vote forward by two years as part of the Proposals in order to provide Shareholders with the opportunity to reaffirm the Company's mandate for the next three years. Further to Article 140 of the Company's Articles, at the annual general meeting of the Company to be held in 2007, an ordinary resolution is required to be proposed to the effect that the Company shall continue in existence for a further three years. As part of the Proposals, the continuation vote will be brought forward for consideration at the Extraordinary General Meeting. Further continuation resolutions will be proposed in 2008 and every three years thereafter. F&C Emerging Voting Intentions F&C Emerging Shareholders representing over 45 per cent. of the F&C Emerging Shares have indicated their intention to vote in favour of F&C Emerging's proposals. This includes an irrevocable undertaking in respect of 13.8 per cent of the shares held by the shareholder who dissented from the original proposals. Enquiries: JPMorgan Emerging Markets Investment Trust plc Roy Reynolds, Chairman, tel. 020 7742 3445 Robin Archibald, Winterflood Securities, tel. 020 7621 5564 JPMorgan Asset Management David Barron/Simon Crinage, tel. 020 7742 1000 Neil Hedges/Andy Berry/Mark Tierney, Fishburn Hedges, tel. 020 7839 4321 Expected Timetable: Latest time and date for receipt of Voting Instruction Forms 27 March 2006, 5.00 p.m. Latest time and date for receipt of Forms of Proxy 29 March 2006, 9.30 a.m. Extraordinary General Meeting 31 March 2006, 9.30 a.m. Calculation Date 7 April 2006, close of business Effective Date 11 April 2006 Issue of New Shares, Admission and credit to CREST accounts of 12 April 2006, 8.00 a.m. New Shares issued in uncertificated form Despatch of share certificates in respect of New Shares issued in 12 April 2006 (or as soon as practicable certificated form thereafter) Notes: Winterflood Investment Trusts, which is regulated by the Financial Services Authority, is acting for the Company and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Winterflood Investment Trusts, or for affording advice in relation to the contents of this announcement or any matters referred to herein. Copies of the Circular and the Prospectus have been submitted to the Financial Services Authority and will shortly be available for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at: Document Viewing Facility UK Listing Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel. 020 7066 1000 Terms used in this announcement shall, unless the context otherwise requires, bear the meaning given to them in the circular to the shareholders of JPMorgan Emerging Markets Investment Trust plc dated 8 March 2006. This information is provided by RNS The company news service from the London Stock Exchange
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