Tender Offer

Templeton Emerging Markets IT PLC 17 April 2008 FOR IMMEDIATE RELEASE 17 April, 2008 Templeton Emerging Markets Investment Trust PLC ("TEMIT" or the "Company") TENDER OFFER TEMIT is pleased to announce that proposals for a Tender Offer (the "Proposals") will be put forward at a Shareholder meeting to be convened shortly. Key Points • The Proposals provide Shareholders who wish to realise a proportion of their investment with an opportunity to do so, with the Board proposing that TEMIT re-purchase through a tender up to 30 per cent. of the Company's share capital • The Tender will be at a discount to the Company's NAV per Share, which will be set by an auction • The Tender is conditional on Shareholder approval which will be sought at an EGM • The Tender will be open only in respect of those Shares held continuously on the register from the Tender Record Date (21 April 2008) to the Tender Closing Date • The Company has received irrevocable commitments and written confirmations of support for the Proposals from Shareholders representing 31.2 per cent. of the Company's share capital Peter Smith, Chairman of the Board of Templeton Emerging Markets Investment Trust PLC commented: "Following extensive discussions between Shareholders, the Board and its advisers, we believe that this proposal benefits all Shareholders. It rewards those Shareholders who want to remain invested, whilst providing Shareholders who wish to realise a proportion of their investment with an opportunity to do so." 1. Background TEMIT's Directors and advisers have held extensive discussions with many of the Company's major Shareholders in recent months, some of whom have indicated that they wish the Company to provide an exit opportunity. These discussions were held following the lack of agreement among Shareholders last year over the best means of providing this exit. In formulating the Proposals, the Board is conscious that, whilst the majority of Shareholders supported the Board's proposals in 2007, those proposals did not achieve the requisite 75 per cent. majority to become effective. In these extensive discussions, it has been apparent that a small group of Shareholders wished to dispose of all of their investment, others indicated a desire to reduce their investment and many indicated a wish for little or no change. The Board has also been conscious that the Company will be holding a continuation vote in 2009. The Proposals have therefore been developed to balance the broad range of Shareholder views that exist and to permit each group of Shareholders to achieve its objective as far as possible without adversely affecting the interests of other Shareholders. This Announcement sets out the detail of the Board's Proposals which the Board believes will address the needs of Shareholders and ensure that TEMIT remains one of the UK's leading investment trusts for investing in Emerging Markets. 2. Board objectives The principal objectives of the Board in formulating the Proposals are to: • provide an opportunity for returning capital to those Shareholders seeking an exit from the Company; • preserve or enhance the interests of Continuing Shareholders; • maintain the liquidity of the Company's Shares in the secondary market; and • bring the demand from buyers and sellers of the Company's Shares closer to equilibrium. 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 recent discussions with Shareholders, a number of them expressed a wish to realise all, or part, of their investment in the Company. The Board believes the Proposals will provide an exit for those Shareholders who wish to exit, 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 will conduct a tender for up to 30 per cent. of the Company's share capital outstanding on the Tender Closing Date; • Shareholders will be invited to tender none, any or all of their Shares within a range of prices representing discounts to NAV per Share on the Calculation Date of between 2 per cent. and 9.5 per cent.: > all Shares purchased under the Tender will be purchased at a single Strike Price Discount; > the Strike Price Discount will be the widest discount to NAV per Share at which valid tenders are received in respect of up to 30 per cent. of the Company's Shares outstanding on the Tender Closing Date; > Tenders made at a discount wider than the Strike Price Discount will be satisfied in full; > Tenders made at the Strike Price Discount will be scaled back pro-rata; > Tenders made at a discount narrower than the Strike Price Discount will be rejected in their entirety; and • the Tender Offer will only be open to Shareholders on the register on 21 April 2008 in respect of Shares continually held from that date until the Tender Closing Date. 4. 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 wish to continue with their investment in the Company with those of Shareholders who are seeking to realise all or part of their investment over the shorter term. The Directors believe that the Proposals are in the best interests of Shareholders as a whole and provide the following benefits to Shareholders. The Proposals: • provide Shareholders wishing to realise a portion of their investment with an opportunity to do so; • enhance NAV per Share for those Shareholders who remain invested in the Company as the uplift in NAV per Share resulting from the Strike Price Discount will be shared by Continuing Shareholders; and • seek to assist the Company in reducing the volatility of the discount and enhancing NAV per Share over time. 5. Mechanics of the proposed Tender Offer Shareholders will be able to tender none, any or all of their Shares under the Tender Offer as follows: (S) Shares being tendered may be tendered at a single discount level, being one of the discounts in the Discount Range; or (S) Shares being tendered may be tendered at differing discounts across the Discount Range but the number of Shares being tendered must not exceed the Shareholder's total holding. The Strike Price Discount will be the widest discount to NAV per Share at which the aggregate number of Shares validly tendered exceeds the number of Shares representing 30 per cent. of the Shares in issue on the Tender Closing Date. Shareholders do not have to tender any Shares if they do not wish to do so. All Shares successfully tendered will be purchased by UBS at the Tender Price. These Shares will subsequently be repurchased by the Company and cancelled. The Strike Price Discount will be determined on the Tender Closing Date. The division of the Company's assets and liabilities to be allocated to the Tender Pool will take place at close of business on the Calculation Date. 6. Tender Pool All of the Company's assets and liabilities will be split pro rata, in accordance with the level of successful tenders, into a Tender Pool and a Continuing Pool. The Tender Pool assets will be realised and the liabilities (including the Strike Price Discount) settled and the net cash proceeds paid to Shareholders who successfully tendered their Shares. The Tender Pool will also bear the costs and expenses relating to the Tender Offer, including the costs of the Tender Offer, the costs of realising the assets in the Tender Pool and the amount of stamp duty payable on the repurchase by the Company of the Shares acquired from UBS. Shareholders, who successfully tendered, will receive a pro rata share of the net proceeds of the Tender Pool. 7. UK tax implications Shareholders who sell Shares in the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. 8. 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 Shareholders. 9. 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. New Zealand Shareholders will have the opportunity to participate in the Proposals. 10. Irrevocable commitments and written confirmations of support The Company has received irrevocable commitments and written confirmations of support for the Proposals from Shareholders representing 31.2 per cent. of the Company's share capital. 11. Share buy-back authority The Board is proposing to renew its share buy-back authority at the EGM to maximise the flexibility with which it operates its buy-back programme. The Board will continue to operate this programme giving consideration to the following factors: • the level of the discount at which the Company's Shares are trading in the market; • the level of the discount applicable to the other London listed global emerging markets investment trusts and where the Company's discount ranks amongst its peers; • the level of enhancement to NAV per Share from implementing the buy-back programme; and • the availability of Shares in the market at varying levels of discount. 12. Next steps In order to implement the Proposals, the Company will convene an Extraordinary General Meeting at which an ordinary resolution will be proposed to approve the Tender Offer. 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. 13. Action to be taken Shareholders should await the publication of documentation providing full details of the Proposals. A further announcement will be made as soon as the documentation has been despatched. 14. Indicative timetable Tender Record Date 21 April 2008 Documentation posted to Shareholders May/June 2008 EGM June/July 2008 Enquiries Templeton Emerging Markets Investment Trust PLC: +44 131 242 4000 Sara MacIntosh ING Corporate Finance (Financial Adviser): +44 207 767 1000 William Marle Francis Moore UBS (Corporate Broker): +44 207 567 8000 John Humphrey Joe Winkley Lansons: Tony Langham +44 7979 692287 David Masters +44 7786 394688 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 "Board" or the directors of the Company "Directors" "Calculation Date" the date on which the Company calculates the NAV for the purpose of allocating assets to the Tender Pool and implementing the Tender Offer "Company" or Templeton Emerging Markets Investment Trust PLC "TEMIT" "Continuing Pool" the pool of stocks, cash and assets to be created in accordance with the terms of the Tender Offer and pertaining to Continuing Shareholders "Continuing Shareholders who retain Shares in the Company after the Shareholders" Tender Offer is implemented "Discount Range" the range of discounts to Net Asset Value per Share on the Calculation Date at which tenders may be accepted, being 2 per cent. to 9.5 per cent., inclusive, in increments of 0.5 per cent. only "Emerging Markets" financial markets of developing economies "Exiting those Shareholders who have successfully tendered Shares for Shareholders" purchase pursuant to the terms of the Tender Offer "Exit Share" a Share which has been successfully tendered for purchase pursuant to the terms of the Tender Offer "Extraordinary the extraordinary general meeting to be convened for the General Meeting" or purpose of approving the Proposals by the Company's "EGM" Shareholders "ING Corporate the Corporate Finance Division of ING Bank N.V., London Finance" Branch "London Stock London Stock Exchange plc Exchange" "NAV" or "Net Asset the net asset value of all of the assets of the Company Value" determined in accordance with normal AIC guidelines and the Company's accounting policies "NAV per Share" or the Net Asset Value divided by the number of Shares (as the "Net Asset Value context requires) then in issue per Share" "Proposals" the proposals described in the Announcement, including the Tender Offer "Shareholders" holders of Shares, as the context requires "Shares" Ordinary Shares of 25p each in issue immediately prior to implementation of the Tender Offer "Strike Price the discount to NAV per Share at which the Tender Offer will Discount" be undertaken "Tender" or "Tender the tender of Shares representing up to 30 per cent. of the Offer" Company's Shares in issue on the Tender Closing Date, for sale to UBS at the Tender Price "Tender Closing the date on which the Tender Offer closes to Shareholders Date" which is expected to be the business day immediately preceding the date of the EGM "Tender Pool" the pool of stocks, cash and assets to be created in accordance with the terms of the Tender Offer and pertaining to Exiting Shareholders "Tender Price" the price per Exit Share payable under the Tender Offer "Tender Record the close of business on 21 April 2008 Date" "UBS" UBS Limited This information is provided by RNS The company news service from the London Stock Exchange
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