Capital Reorganisation

Templeton Emerging Markets IT PLC 21 May 2007 PRESS RELEASE EMBARGOED UNTIL 0700HRS LONDON TIME, 21 MAY 2007 21 May, 2007 Templeton Emerging Markets Investment Trust PLC ("TEMIT" or the "Company") PROPOSALS TO EFFECT A RETURN OF CAPITAL AND ADDRESS THE COMPANY'S DISCOUNT TO NAV Key Points • The Board is proposing by means of the Proposals to provide Shareholders who wish to realise a proportion of their investment with an opportunity to do so. • The Board proposes to re-organise its share capital such that the Existing Ordinary Shares are replaced with two new securities - up to 25 per cent. with Redeemable Tracker Stock Units and the balance with New Ordinary Shares (both share classes to be listed on the London Stock Exchange). • Vote on continuation of the Company due in 2009 proposed to be postponed until 2011. • Active use of the Company's buy-back powers will be made by the Board to seek to address the Company's share price discount to NAV per Ordinary Share and to enhance NAV per Ordinary Share. • Shareholders will be given the right, but will be under no obligation, to convert up to 25 per cent. of their Existing Ordinary Shares into Redeemable Tracker Stock Units. • Shareholders will be able to elect to convert more than 25 per cent. of their Existing Ordinary Shares. Any such elections will be fulfilled subject to the maximum amount of Redeemable Tracker Stock Units issued pursuant to the Proposals not exceeding an amount equivalent to 25 per cent. of the number of Existing Ordinary Shares. • Following their issue, Redeemable Tracker Stock Units will: • have an attributable net asset value per share which will track the performance of the Tracker Index; • pay a dividend equivalent (before expenses) to the yield on the Tracker Index; • be redeemable in tranches at a declining discount to Redeemable Tracker Stock NAV before being fully redeemable at no discount from 2011 onwards; • incur an annual management and administration fee equivalent to 0.75 per cent. of the Redeemable Tracker Stock NAV which will be deducted from the dividend prior to payment; • not be convertible into New Ordinary Shares, nor be secured against the Company's assets. • TEMIT will retain its status as a UK investment trust, remain listed on the London Stock Exchange and maintain its existing investment objective and policy. • An irrevocable commitment has been received from City of London Investment Management Company Limited, which as at 17 May 2007 represented 13.8 per cent. of the Company's share capital, to vote or procure that the Ordinary Shares it represents are voted, in favour of the Proposals at an Extraordinary General Meeting. 1. Background On 22 March 2007, the Board of TEMIT announced that it would be bringing forward proposals to provide those Shareholders who wish to dispose of a proportion of their shares with an opportunity to do so. This announcement sets out details of the Proposals which reflect the consultation exercise undertaken in early 2007, and subsequently with various Shareholders who in total hold approximately two thirds of TEMIT's Ordinary Share capital and the subsequent extensive review of the options available to the Board undertaken by the Company's advisers. The Board believes the Proposals set out below address Shareholder concerns as expressed to the Board and outlined in the announcement dated 22 March 2007. The Company proposes to re-organise its share capital with the result that up to 25 per cent. of the Existing Ordinary Shares will be replaced with a listed redeemable security that will track the performance of the Tracker Index (the MSCI Emerging Markets Index converted into Sterling). The introduction of the Redeemable Tracker Stock will enable the Company to return capital to those Shareholders seeking to realise their investment through regular redemption opportunities. The remaining Existing Ordinary Shares will be replaced one for one with New Ordinary Shares. The Redeemable Tracker Stock will also introduce an element of capital gearing into the investment performance of the Company's new ordinary share capital. The outperformance or underperformance of the Company's Net Asset Value relative to the Benchmark Index will be reflected in the performance of the Company's NAV per Ordinary Share. Finally, the Company also intends to use its buy-back powers more actively than to date. TEMIT will maintain its existing investment objective and investment policy. The Proposals have been structured to be in the interests of Shareholders as a whole and formal documentation relating to their implementation will be sent to Shareholders shortly. Please refer to the section below headed 'Indicative Timetable'. 2. Board objectives The principal objectives of the Board in formulating the Proposals are to: i. restructure the capital of the Company: • to introduce a mechanism for the returning of capital to those Shareholders ultimately seeking an exit; • to establish a mechanism to address the discount of the Company's Ordinary Share price to NAV in the future; and ii. maintain the liquidity of the Company's Ordinary Shares in the secondary market. 3. Proposals The Proposals as outlined in this announcement are subject to Shareholder approval at an EGM, details of which will be sent to Shareholders shortly. During the consultation exercise referred to above, a number of Shareholders expressed a wish to realise all, or part, of their investment in the Company at a narrower discount to NAV per Ordinary Share than that historically available in the market. The Board believes Redeemable Tracker Stock will provide a mechanism to return capital to those Shareholders who so desire, with the key elements of the Proposals being: • The Company will retain its investment trust status and remain listed on the London Stock Exchange; • The Company's share capital will be re-organised such that: • Up to 25 per cent. of its ordinary share capital will be replaced with Redeemable Tracker Stock; • The Redeemable Tracker Stock Units will: • have a net asset value which tracks the Tracker Index; • pay a quarterly dividend equivalent to the cash yield of the Tracker Index less an expense charge described below; and • be listed on the London Stock Exchange. • Up to 30 per cent. of the Initial Redeemable Tracker Stock Units may be redeemed at the option of the Redeemable Tracker Stockholders in successive years at a reducing discount to the Redeemable Tracker Stock NAV, with the First Redemption Opportunity expected to fall in the first quarter of 2008. After the first four years, all the outstanding Redeemable Tracker Stock Units will be fully redeemable at 100 per cent. of the Redeemable Tracker Stock NAV. Holders of Redeemable Tracker Stock Units will be entitled to redeem their Redeemable Tracker Stock Units at a declining discount to Redeemable Tracker Stock NAV, or at no discount from 2011 onwards. • Redeemable Tracker Stock introduces an element of capital gearing for the potential benefit of Ordinary Shareholders should the Manager's long term record of outperforming the Tracker Index continue. 4. Redeemable Tracker Stock 4.1 Summary of terms The key terms of the Redeemable Tracker Stock are: • Redeemable Tracker Stock Units will rank in priority to the New Ordinary Shares with respect to dividends and capital redemption, but will be non-voting. • The return on Redeemable Tracker Stock at any time will be directly linked to the capital and income value of the Tracker Index and will not be linked to the performance of the Company's portfolio of investments. • The initial aggregate Redeemable Tracker Stock NAV of all the issued Initial Redeemable Tracker Stock Units will not exceed 25 per cent. of the Company's Net Asset Value as at the Applicable Date. • Redemption of Redeemable Tracker Stock Units will occur at the Redeemable Tracker Stock NAV less a discount which will decrease annually from 4 per cent. to 0 per cent. The number of Redeemable Tracker Stock Units redeemable in any year will be subject to an overall maximum described in section 4.3 below. • Any Redeemable Tracker Stock not previously purchased or redeemed will be redeemed by the Company in 2023. • The Redeemable Tracker Stock will not be convertible into New Ordinary Shares nor secured against the Company's assets. • The dividend payable on the Redeemable Tracker Stock will be calculated and paid quarterly by reference to the dividend yield on the Tracker Index. The amount payable by way of dividend will not be subject to a tax deduction at source but will be reduced by the expense charge described below. The dividends payable on the Redeemable Tracker Stock will rank in priority to any dividends payable on the New Ordinary Shares. • On a winding up of the Company, Redeemable Tracker Stockholders will be entitled to payment of all dividends that have accrued but are unpaid, up to and including the day on which the winding up becomes effective. These payments will rank in priority to any return of capital to the New Ordinary Shareholders. The Redeemable Tracker Stock NAV will also be paid to holders of Redeemable Tracker Stock in priority to any distributions to the holders of New Ordinary Shares. • There are no underlying assets against which the Redeemable Tracker Stock will be secured and the Redeemable Tracker Stockholders, whilst having an entitlement to the redemption value of the Redeemable Tracker Stock as described in this announcement, will have no entitlement to any of the underlying assets held by the Company other than their capital entitlement on a winding- up of the Company. • The Redeemable Tracker Stock NAV per Redeemable Tracker Stock Unit will be announced through a regulatory information service of the London Stock Exchange, simultaneously with the Company's estimated daily NAV per Ordinary Share. 4.2 Expense charge The Company intends to charge a combined management and administrative fee to the holders of Redeemable Tracker Stock. This fee will be 0.1875 per cent. per quarter (equivalent to 0.75 per cent. per annum) on the average of the aggregate Redeemable Tracker Stock NAV on the last dealing day in each month for the relevant quarter. It will be paid by deducting this charge from any Redeemable Tracker Stock dividend payable in the relevant quarter and to the extent that the costs incurred by the Company in relation to the Redeemable Tracker Stock are less than this fee, the balance will be paid to the Manager. If the yield on the Tracker Index is insufficient to pay such charge, the Redeemable Tracker Stock NAV will be reduced to fund the payment of the charge. 4.3 Redemption The Redeemable Tracker Stock will be redeemable at the option of Redeemable Tracker Stockholders on the following basis: Expected Amount of Initial Redeemable Tracker Stock Units Discount to Redemption Date redeemable Redeemable Tracker Stock NAV First Quarter 30 per cent. 4 per cent. 2008 31 January 2009 30 per cent. (plus any balance carried over from 3 per cent. previous redemption date) 31 January 2010 30 per cent. (plus any balance carried over from 2 per cent. previous redemption dates) 31 January 2011 No restriction (all outstanding Redeemable 0 per cent. Tracker Stock may be redeemed) Redemptions of Redeemable Tracker Stock up to and including the third Redemption Opportunity will be undertaken by way of a tender offer open to all Redeemable Tracker Stockholders. If at the First Redemption Opportunity the number of valid redemption requests is less than the maximum number which could have been redeemed at that redemption opportunity, the balance which could have been redeemed at that Redemption Opportunity will be carried forward and will be available for redemption at the next Redemption Opportunity. If there is an excess of redemption requests over the redemption limit set for that Redemption Opportunity, valid tenders will be scaled back on a pro rata basis. At subsequent Redemption Opportunities, previously unsatisfied redemption requests from Redeemable Tracker Stockholders will not have priority (i.e. previously unsatisfied redemption requests will not be rolled forward and will have to be re-submitted). From the fourth Redemption Opportunity, Redeemable Tracker Stockholders will be entitled to request the redemption of all or some of their Redeemable Tracker Stock Units on a quarterly basis by submitting a redemption request in the prescribed form which will be available from the Company's registrars prior to each subsequent Redemption Opportunity but the Company will not undertake any further tenders for the then outstanding Redeemable Tracker Stock. 4.4 Redemption discount At the first three Redemption Opportunities, all redemptions of Redeemable Tracker Stock will be at a reducing discount to the then applicable Redeemable Tracker Stock NAV. The benefit of this discount will be applied to enhance the Company's NAV per Ordinary Share and will not be for the benefit of the Redeemable Tracker Stockholders. Similarly the benefit of any discount on any Redeemable Tracker Stock bought back by the Company in the market will be applied to the Company's NAV per Ordinary Share. 4.5 Redemption restrictions The Board reserves the right to accept tenders only from Redeemable Tracker Stockholders who have held the Redeemable Tracker Stock Units continuously for a minimum of 3 months prior to the relevant Redemption Opportunity. For the avoidance of doubt, stock lending of the Redeemable Tracker Stock will be regarded as a disposal for the purpose of calculating the continuous holding period. 5. Shareholder options The Proposals will give Shareholders the following options in relation to their Existing Ordinary Shares: . Do nothing or elect not to convert - 100 per cent. of the Shareholder's Existing Ordinary Shares will be replaced with New Ordinary Shares . Elect for 25 per cent. conversion or less - 25 per cent. or less, as applicable, of the Shareholder's Existing Ordinary Shares will be replaced with Redeemable Tracker Stock, with the remaining Existing Ordinary Shares to be replaced with New Ordinary Shares . Elect for greater than 25 per cent. conversion - at least 25 per cent. of the Shareholder's Existing Ordinary Shares will be replaced with Redeemable Tracker Stock. Depending on the elections of other Shareholders, further Existing Ordinary Shares may be replaced with Redeemable Tracker Stock, subject to the aggregate amount of Redeemable Tracker Stock issued pursuant to the Proposals not exceeding an amount equivalent to 25 per cent. of the number of Existing Ordinary Shares. Any remaining Existing Ordinary Shares not replaced with Redeemable Tracker Stock will be replaced with New Ordinary Shares. 6. Life of the Company The Board proposes that the vote scheduled for the annual general meeting in 2009 regarding the continuation of the Company as an investment trust be postponed to the annual general meeting in 2011. This postponement of the continuation vote is an integral part of the Proposals being put before Shareholders. 7. Irrevocable commitment The Board has received from City of London Investment Management Company Limited, which as at 17 May 2007 controlled 13.8 per cent. of the Company's ordinary share capital, an irrevocable commitment to vote, or procure that the Ordinary Shares it represents are voted, in favour of the Proposals. 8. Impact of gearing As the entire portfolio of the Company will continue to be invested in line with its present investment objective and policy, the issue of the Redeemable Tracker Stock will introduce a form of gearing into the performance of the NAV per Ordinary Share. This will serve to amplify the outperformance or underperformance of the NAV per Ordinary Share relative to the Tracker Index. However, unlike with traditional bank borrowings, the Redeemable Tracker Stock will rise and fall in value in line with the Tracker Index. The Redeemable Tracker Stock NAV will track the performance of the Tracker Index, which has been chosen because one of the Company's benchmark indices is the MSCI Emerging Markets Index. The return on the Redeemable Tracker Stock (before the expense charge described above) will equate to the return on the Tracker Index. This return is separated into two elements - capital returns (i.e. movements in the Tracker Index) and dividends (i.e. the yield on the Tracker Index). Should the Company outperform the Tracker Index, NAV per Ordinary Share will be enhanced through the impact of the issue of Redeemable Tracker Stock, whether the underlying market is rising or falling. (Conversely, should the Company underperform the Tracker Index, NAV per Ordinary Share will be reduced.) Please note that the level of gearing will change over time as a result of redemptions of Redeemable Tracker Stock, as well as any subsequent buy-backs of the Ordinary Shares or Redeemable Tracker Stock. Any growth or reduction in the value of the Company's assets in excess, or below that, of the Redeemable Tracker Stock NAV will be reflected in an enhanced or reduced NAV per Ordinary Share. 9. Share buy-backs and powers to issue Redeemable Tracker Stock Subject to the Proposals being implemented, the Company intends to operate an active share buy-back programme, with the objective of seeking to address the discount at which the Company's Ordinary Shares trade to NAV per Ordinary Share and enhancing NAV per Ordinary Share. Purchases by the Company of Redeemable Tracker Stock may also be conducted to manage the gearing level. New Ordinary Shares and Redeemable Tracker Stock Units purchased by the Company will be cancelled or held in treasury. Approval will be sought to renew the Company's share buy-back powers as necessary. Under the Proposals, TEMIT will be obliged to redeem annually up to 30 per cent. of the Initial Redeemable Tracker Stock Units plus such number of Redeemable Tracker Stock Units carried forward from any previous Redemption Opportunities where less than the maximum number permitted to be redeemed were tendered for redemption. Redemption of Redeemable Tracker Stock Units would decrease the proportion of Redeemable Tracker Stock Units outstanding when compared to the number of New Ordinary Shares outstanding, thus reducing the gearing effect of the Redeemable Tracker Stock. If Redeemable Tracker Stockholders fully exercise the redemption facility the gearing will be totally removed within approximately 4 years of implementation of the Proposals at Extraordinary General Meeting. In order to maintain the level of gearing provided by the Redeemable Tracker Stock, the Company will have the right, but not the obligation, to place tendered Redeemable Tracker Stock in the market as long as the price which a tendering Redeemable Tracker Stockholder receives is no less than that payable on redemption as at the relevant Redemption Opportunity. Further, the Board may, subject to market conditions and investor demand, seek to issue new Redeemable Tracker Stock. Redeemable Tracker Stock issued following the Capital Reorganisation will rank pari passu, as to redemption rights, with the Initial Redeemable Tracker Stock Units issued as part of the Capital Reorganisation. The Board is also aware that an active use of the Company's buy-back powers to purchase New Ordinary Shares may result in the level of gearing provided by the Redeemable Tracker Stock increasing and accordingly the Board expects to operate its buy-back policy for New Ordinary Shares and Redeemable Tracker Stock in a manner that takes into account the level of gearing. 10. Benefits of the Proposals The Board has sought to balance the views and interests of all Shareholders and to reconcile the views of Shareholders who have made a long term investment in the Company with the small number of Shareholders who are seeking to realise all or part of their investment over the shorter term. The Board believes that: (i) The introduction of the Redeemable Tracker Stock is designed to satisfy the majority of Shareholders seeking an exit as it will enable them to select the most appropriate time for them to realise their investment and the most appropriate level of discount, whilst providing potential benefits to those Shareholders who remain invested through the introduction of the Redeemable Tracker Stock gearing and the enhancement to NAV per Ordinary Share arising from the redemption of Redeemable Tracker Stock at a discount. (ii) The active use of the Company's share buy-back powers seeks to have a positive impact upon the discount to NAV per Ordinary Share at which the Ordinary Shares trade and is designed to assist in reducing discount volatility. Its use should also enhance NAV per Ordinary Share over time. (iii) The Company's long term track record is one of outperformance against the Tracker Index (as regards both capital and total return). If this record of outperformance continues, the issuing of Redeemable Tracker Stock should result in an increase to the Company's NAV per Ordinary Share performance over the long term. Shareholders should note that there can be no assurance that the Company will outperform the Tracker Index going forward. 11. Investment objective and policy The Board confirms that the Company's assets will continue to be invested in accordance with the existing investment objective and investment policy of the Company. The return provided by the Redeemable Tracker Stock will not be hedged by the Manager. 12. Capital reorganisation The Capital Reorganisation will involve the cancellation of all the Company's Existing Ordinary Shares and of the amounts standing to credit of the Company's share premium account and capital redemption reserve pursuant to a capital reduction. Immediately following this cancellation, New Ordinary Shares and Redeemable Tracker Stock will be issued to Shareholders in accordance with their elections pursuant to the capitalisation of the reserves created through the capital reduction. The Capital Reorganisation will be subject to the approval of Shareholders by the passing of a special resolution and to confirmation by the Court. If the Capital Reorganisation is so approved and confirmed, Shareholders on the register of members on the Record Date will, subject to their elections, receive New Ordinary Shares and Redeemable Tracker Stock in place of the Existing Ordinary Shares held by them. The New Ordinary Shares will have exactly the same rights as the Existing Ordinary Shares, but their performance will be geared through the issue of the Redeemable Tracker Stock and they will rank behind the Redeemable Tracker Stock in respect of dividend payments and return of capital on a winding-up of the Company. The rights attaching to the Redeemable Tracker Stock are summarised in the section above headed 'Redeemable Tracker Stock'. 13. Accounting implications The Redeemable Tracker Stock will be treated under International Accounting Standards as a "financial liability" for the purposes of the Company's financial accounting and calculating Net Asset Value and NAV per Ordinary Share. The Redeemable Tracker Stock dividend will however be a dividend. 14. UK tax implications The information set out below relates to UK taxation applicable to Shareholders who are resident, or ordinarily resident, in the UK for tax purposes (and who, if individuals, are domiciled in the UK) who hold Ordinary Shares as an investment (and not as securities to be realised in the course of a trade). This information is based on existing law and HM Revenue & Customs practice and is, therefore, subject to any subsequent changes. The information is given by way of general summary only and does not constitute legal or tax advice to any person. If you are in any doubt about your tax position or if you may be subject to tax in a jurisdiction other than the UK, you should consult your professional adviser. The following table summarises the tax implications of the Proposals for different types of UK based Shareholders. The Proposals will be effected in a tax-efficient manner so that Shareholders will not be treated as disposing of their Existing Ordinary Shares in the Company, but instead any New Ordinary Shares or Redeemable Tracker Stock will be treated as having been acquired at the same time as, and with the same base cost as, the original shareholding. Event Class of Shareholder UK individual UK individual UK tax UK exempt holding paying corporate through ISA/ corporate PEP wrapper Capital reduction This (in conjunction with the issue of New Ordinary Shares and Redeemable Tracker Stock) will be treated as a reorganisation for tax purposes, and therefore is tax neutral. There is no disposal (deemed or otherwise) of Existing Ordinary Shares and the base cost in the original shares will roll-over into the new classes of security. Issue of New The issue of New Ordinary Shares (in conjunction with the Ordinary Shares capital reduction) is treated as a reorganisation so that the New Ordinary Shares will be treated as having been acquired at the same time as, and with the same base cost (if any) as, the Existing Ordinary Shares held. Issue of Redeemable The issue of Redeemable Tracker Stock (in conjunction with Tracker Stock the capital reduction) will be treated as a reorganisation. The Redeemable Tracker Stock will be treated as having been acquired at the same time as, and with the same base cost (if any) as, the Existing Ordinary Shares held. Redemption/Buy-back Part capital disposal No tax Capital No tax of Redeemable (up to nominal value) consequences. disposal consequences. Tracker Stock above and part distribution of nominal value (over and above shares. nominal value). Redemption/Buy-back Capital disposal of No tax Capital No tax of Redeemable shares. consequences. disposal consequences. Tracker Stock at or of below nominal value shares. On-market sale This should be a No tax Capital No tax under tender offer capital disposal of consequences. disposal consequences. shares1. of shares. 1: HM Revenue & Customs will no longer give clearance under section 701 Income Tax Act 2007 ("ITA") that this type of transaction will not fall foul of the anti-avoidance provisions contained in Chapter 1, Part 13 ITA, which seek to counter certain tax advantages arising in respect of shares. If an individual taxpayer falls within the scope of these provisions, they will effectively be taxed on any proceeds in excess of the nominal value of the shares under the income tax, rather than the capital gains tax, rules. The information contained in the table above relates only to UK tax and is applicable to persons who are resident, or ordinarily resident, in the UK for tax purposes. It is based on current law and published practice (which may change) and is given by way of summary only. If investors are in any doubt about the tax consequences of the Proposals, they should seek advice from their own professional advisers. A more comprehensive and, if relevant, updated summary regarding the UK tax implications of the Proposals for investors will be contained in the formal documentation relating to their implementation which will be sent to Shareholders shortly. The Directors are advised that the Proposals should not give rise to any UK tax liabilities for Shareholders who are not resident in the UK and who do not carry on any business in the UK, and the UK tax treatment which applies to the holding and disposal of Redeemable Tracker Stock (including the receipt of dividends) should not be different to that which applies to the holding and disposal of Ordinary Shares. Non-UK resident Shareholders are normally neither subject to any further UK tax liability nor entitled to the benefit of a tax credit in respect of any dividend received. Non-UK resident Shareholders may also be subject to tax on dividend income under any law to which they are subject outside the UK. Shareholders who are not resident or ordinarily resident in the UK for the purposes of UK tax will not normally be liable to UK tax on chargeable gains arising from the disposal of their Ordinary Shares or Redeemable Tracker Stock, unless they carry on a trade, profession or vocation in the UK through a branch, agency or permanent establishment. However, such Shareholders may be subject to foreign taxation, depending on their personal circumstances, and such Shareholders should seek advice from their own professional advisers. 15. Templeton Investment Plan Investors in the Templeton Investment Plan will be able to participate in the Proposals and make an election on the same basis as Ordinary Shareholders. Pursuant to the Capital Reorganisation, the New Ordinary Shares will be held in the Templeton Investment Plan and the Redeemable Tracker Stock will not be able to be held, bought or sold under the Templeton Investment Plan but will be held directly in the main shareholder register of the Company. 16. Overseas Shareholders Participation in the Proposals by Shareholders resident outside the UK shall be subject to full compliance with applicable laws of the relevant jurisdiction. 17. Next steps In order to implement the Proposals, the Company will convene an Extraordinary General Meeting at which a special resolution will be proposed to approve the Capital Reorganisation and to postpone the continuation vote until 2011. A circular convening the Extraordinary General Meeting and providing further details of the Proposals will be sent to Shareholders as soon as practicable. An indicative timetable is set out below. The Capital Reorganisation will be subject to the approval of Shareholders by the passing of a special resolution and to confirmation by the Court of Session in Scotland. 18. Indicative timetable Documentation posted to Shareholders June EGM July Final Court hearing (Scotland) to effect Capital Reorganisation Late September/early October Effective date of Capital Reorganisation October First redemption opportunity for Redeemable Tracker Stock Quarter 1 2008 Enquiries: ING Corporate Finance (Financial Adviser) + 44 (0) 20 7767 1000 Nicholas Gold William Marle UBS (Corporate Broker) + 44 (0) 20 7567 8000 Joe Winkley Mark Whitfeld Templeton Emerging Markets Investment Trust PLC + 44 (0) 131 242 4000 Sara MacIntosh This announcement has been approved solely for the purposes of Section 21 of the Financial Services and Markets Act 2000 by ING Corporate Finance, the corporate finance division of ING Bank N.V., London Branch, and UBS Limited. ING Corporate Finance and UBS are acting exclusively for the Company and no one else in relation to the matters described in this announcement and will not be responsible to anyone other than TEMIT for providing the protections afforded to clients of ING Corporate Finance and UBS or for giving advice in relation to this announcement or any transaction or arrangement referred to herein. ING Bank N.V., London Branch is authorised by the Dutch Central Bank. UBS is authorised by the Financial Services Authority. ING Bank N.V., London Branch, and UBS Limited are regulated by the Financial Services Authority for the conduct of business in the United Kingdom. This announcement does not constitute an offer or form any part of any offer or invitation to sell or issue or purchase or subscribe for any shares in TEMIT. The investments of the Company are subject to market fluctuations and risks inherent in investing in Emerging Markets including currency fluctuations, economic instability and political developments. There can be no assurance that any appreciation in the value of the investments will occur. The value of investments and the income derived from them may fall as well as rise and investors may not recoup the original amount invested in the Company. Past performance is not indicative of future performance. There is no assurance that the investment objectives of the Company will actually be achieved. DEFINITIONS "AIC" the Association of Investment Companies (formerly the Association of Investment Trust Companies) "Announcement" the announcement to which these definitions form part "Applicable the applicable calculation date to be used for calculating the Date" initial number of Redeemable Tracker Stock Units to be issued as part of the Capital Reorganisation and the initial Redeemable Tracker Stock NAV per unit "Benchmark MSCI Emerging Markets Index Index" "Board" or the directors of the Company "Directors" "Capital the proposed cancellation of all of the Existing Ordinary Shares Reorganisation" and subsequent issue of New Ordinary Shares and Redeemable Tracker Stock "Company" or Templeton Emerging Markets Investment Trust PLC "TEMIT" "Court" the Court of Session in Scotland "Emerging financial markets of developing economies Markets" "Existing Ordinary Shares of 25p each in issue immediately prior to Ordinary implementation of the Capital Reorganisation Shares" "Extraordinary the extraordinary general meeting to be convened for the purpose General of approving the Proposals by the Company's Shareholders Meeting" or "EGM" "First the first opportunity Redeemable Track Stockholders will have to Redemption tender their Redeemable Tracker Stock for redemption, expected Opportunity" to fall in the first quarter of 2008 "FSMA" Financial Services and Markets Act 2000 "Initial the initial number of Redeemable Tracker Stock Units to be Redeemable issued pursuant to the Capital Reorganisation Tracker Stock Units" "London Stock London Stock Exchange plc Exchange" "Manager" Templeton Asset Management Ltd. "MSCI Emerging the free float-adjusted market capitalisation index that is Markets Index" designed to measure equity market performance in the global emerging markets and prepared by MSCI Barra "NAV" or "Net the net asset value of all of the assets of the Company Asset Value" determined in accordance with normal AIC guidelines and the Company's accounting policies "NAV per the Net Asset Value divided by the number of Existing, or New, Ordinary Share" Ordinary Shares (as the context requires) then in issue "New Ordinary Ordinary Shares to be issued pursuant to the Capital Shares" Reorganisation having the same rights as the Existing Ordinary Shares "Ordinary Existing Ordinary Shares and/or New Ordinary Shares, as the Shares" context requires "Ordinary holders of Existing, or New, Ordinary Shares, as the context Shareholders" requires or "Shareholders" "Proposals" the proposals described in the Announcement, including the Capital Reorganisation and the postponement of the Company's continuation vote until 2011 "Record Date" the record date to be used for determining a Shareholder's entitlement to make elections pursuant to the Proposals "Redeemable the redeemable preference shares in the capital of the Company Tracker Stock" to be created and issued as part of the Capital Reorganisation "Redeemable holders of Redeemable Tracker Stock Tracker Stockholders" "Redeemable the principal amount payable on the redemption of Redeemable Tracker Stock Tracker Stock from time to time, before applying any discounts NAV" "Redeemable a unit of Redeemable Tracker Stock Tracker Stock Unit" "Redemption the opportunity for Redeemable Track Stockholders to redeem Opportunity" their Redeemable Tracker Stock, subject to the limitations described in the Announcement, falling on the First Redemption Opportunity and annually thereafter on 31 January until 2011 and thereafter on a quarterly basis "Sterling" the lawful currency of the United Kingdom "Tracker Index" MSCI Emerging Markets Index converted into Sterling This information is provided by RNS The company news service from the London Stock Exchange
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