Merger Update

JPMorgan Emerging Mkts Invest Trust 15 November 2005 15 November 2005 JPMorgan Emerging Markets Investment Trust plc (the 'Company') Recommended 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') Introduction The Board is today recommending Proposals, announced in outline on 10 October 2005, 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. The Proposals represent a significant opportunity for the Company to grow in a transaction recommended by both the Board and the board of F&C Emerging. The Board believes the Company will benefit from the greater liquidity in its Shares and lower proportionate fixed operating costs that would result from the Issue. There will be no change in the Company's successful investment style to accommodate the transaction. The Board has been keen to pursue the Proposals as the transaction with F&C Emerging represents a good opportunity for the Company to develop its standing and following for the benefit of current and future Shareholders. 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. Background to and benefits of the Proposals In view of the underperformance of F&C Emerging, the board of that company has conducted a full review of its options and concluded that F&C Emerging Shareholders' interests would be best served by allowing those shareholders wishing to retain exposure to global emerging markets to do so under a new manager, with other shareholders offered a cash exit. The Board has reached agreement in principle with the board of F&C Emerging to achieve this objective by an effective merger of the two companies to create a significantly larger global emerging markets investment trust under the management of JPMorgan Asset Management. The Board considers that the Proposals will enhance the marketability of the Company's Shares and therefore should, over the long term, have positive consequences for the rating of the Shares. As described in more detail under 'Costs and expenses' below, the costs of implementing the Proposals will not be borne by existing Shareholders. To the extent that New Shares are issued under the Proposals, the Board considers that Shareholders should benefit from the spreading of fixed costs over a wider asset base, a correspondingly lower Total Expense Ratio and greater liquidity in the Shares. Furthermore, the Manager will seek to mitigate portfolio realignment and realisation costs by selecting those F&C Emerging assets it believes are appropriate for F&C Emerging to transfer in specie to the Company. 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 except that assets will be valued on a mid-price basis rather than a last trade price basis in order to match the valuation policies adopted by F&C Emerging. 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) are expected to be approximately £400,000 (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 one per cent. of the aggregate Pre-Enhancement Final NAV. One half of this contribution will form part of the F&C Emerging Rollover Enhancement. The other half will form part of the Company Rollover Enhancement and 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 the existing Shareholders). The Manager has agreed to bear the Company's costs in relation to the implementation of the Proposals to the extent that such costs exceed the cash contribution made by the Manager to the Company described above. As a result, 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. Voting Intentions F&C Emerging Shareholders representing 41.4 per cent. of the F&C Emerging Shares have indicated their intention to vote in favour of F&C Emerging's 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 1 December 2005, 5.00 p.m. Latest time and date for receipt of Forms of Proxy 6 December 2005, 9.30 a.m. Extraordinary General Meeting 8 December 2005, 9.30 a.m. Calculation Date 14 December 2005, 5 p.m. Effective Date 16 December 2005 Issue of New Shares, Admission and credit to CREST accounts of 19 December New Shares issued in uncertificated form 2005, 8 a.m. Despatch of share certificates in respect of New Shares issued By 23 December in certificated form 2005 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 JPM Emerging Markets Investment Trust plc dated 15 November 2005. This information is provided by RNS The company news service from the London Stock Exchange
UK 100

Latest directors dealings