NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO
WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF
SUCH JURISDICTION.
Fidelity
Emerging Markets Limited
(the
"Company")
Legal
Entity Identifier: 213800HWWQPUJ4K1GS84
Launch
of Tender Offer
Further to
its announcement on 27 November 2023,
the board of directors of the Company (the "Board")
today announces that it will proceed with making a tender offer for
up to 14.99 per cent. of the issued share capital of the Company
(excluding any shares held in treasury) (the "Tender
Offer"). The
price per share acquired in the Tender Offer will be a two per
cent. discount to the net asset value cum income per share
calculated in accordance with the Company's articles of
incorporation and the current accounting policies of the Company
(the "Tender
Price").
The
Company has today published a circular to shareholders (the
"Circular")
which contains
details of
the Tender Offer, together with details of how shareholders can
tender shares for purchase, if they wish to do so. The Circular
also includes a notice convening a general meeting of the Company
which is to be held at J.P. Morgan Administration Services
(Guernsey) Limited, Level 3, Mill Court, La Charroterie, St Peter
Port, Guernsey GY1 1EJ at 12.00 p.m.
on 25 March 2024 (or any adjournment
thereof) (the "Extraordinary
General Meeting").
The
Circular can be viewed on the Company's website at
www.fidelity.co.uk/emergingmarkets and will
shortly be submitted to the National Storage Mechanism and
available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
Expected
timetable
Publication
of Circular and Tender Offer opens
|
22
February 2024
|
Latest
time and date for receipt of Tender Forms and submission of TTE
Instructions from shareholders
|
1.00
p.m. on 21
March 2024
|
Record
Date
|
6.00
p.m. on 21
March 2024
|
Calculation
Time
|
6.00 p.m. on 22
March 2024
|
Latest
time and date for receipt of forms of proxy
|
12.00
p.m. on 23
March 2024
|
Extraordinary
General Meeting
|
12.00
p.m. on 25
March 2024
|
Results of
Extraordinary General Meeting and Tender Offer, and Tender Price
announced
|
25 March
2024
|
Payments
through CREST made and CREST accounts settled
|
27 March
2024
|
Balancing
share certificates and cheques dispatched to certificated
shareholders
|
Before 4
April 2024
|
The
Tender Offer
The
maximum number of shares to be acquired under the Tender Offer
is 13,531,881
shares,
representing 14.99 per cent. of the shares in issue (excluding any
shares held in treasury) as at 21 February
2024, being the latest practicable date prior publication of
the Circular (the "Available
Shares").
Under the
terms of the Tender Offer, shareholders (other than certain
overseas shareholders) will be entitled to tender shares they hold
as at the 6.00 p.m. on 21 March 2024 (the "Record
Date"). An
eligible shareholder tendering up to 14.99 per cent. of their
shares rounded down to the nearest whole number (the
"Basic
Entitlement") will
have its tender satisfied in full. Any eligible shareholder
tendering more than its Basic Entitlement ("Excess
Applications") will
have its Excess Application satisfied to the extent that there are
sufficient remaining Available Shares. Such remaining Available
Shares (in excess of those necessary to satisfy the Basic
Entitlements taken up by eligible shareholders) shall be
apportioned to eligible shareholders pro
rata to their
Excess Applications if there are insufficient Available Shares to
satisfy Excess Applications in full.
The Tender
Offer requires the passing of a special resolution at the
Extraordinary General Meeting to authorise the Company to purchase
the Available Shares. The Tender Offer is also conditional
upon:
-
the
Company, the directors and the Joint Tender Managers being
satisfied that the Company has in its control or to its order the
aggregate of the Tender Price for all successfully tendered shares
and the Company having paid the same into an account or accounts in
accordance with the repurchase agreement between the Company and
the Joint Tender Managers (the "Repurchase
Agreement");
-
the
directors being satisfied that the Company will, immediately
following repurchase of all successfully tendered shares, satisfy
the solvency test prescribed by The Companies (Guernsey) Law 2008,
as amended; and
-
the Tender
Offer not having been terminated in accordance with paragraph 8 of
Part 3 of the Circular prior to the fulfilment of the conditions
referred to in paragraphs 2.1(a) and 2.1(b) of Part 3 of the
Circular.
Subject to
the satisfaction of the conditions relating to the Tender Offer and
the Tender Offer not having been terminated, Jefferies
International Limited and J.P. Morgan Securities plc, the latter
conducting its UK investment banking business as J.P. Morgan
Cazenove (the "Joint
Tender Managers") will
purchase, as principals, shares validly tendered under the Tender
Offer at the Tender Price. Following completion of those purchases,
they will then sell all the relevant shares back to the Company
pursuant to an agreement dated today between the Company and the
Joint Tender Managers at the Tender Price by way of an on-market
transaction on the main market of the London Stock Exchange. The
shares which the Company acquires from the Joint Tender Managers
will be cancelled or held in treasury.
Shareholders
should note that, once tendered, shares may not be sold,
transferred, charged or otherwise disposed of other than in
accordance with the Tender Offer.
The
difference between the Tender Price paid by the Company in respect
of shares successfully tendered in the Tender Offer and the
prevailing NAV per share will be used by the Company to pay the
costs of the Tender Offer with the balance being retained by the
Company for the benefit of remaining shareholders.
The
times and dates set out in the expected timetable and mentioned
throughout this document may, in certain circumstances, be adjusted
by the Board (subject to advice from Jefferies
International Limited or J.P. Morgan Cazenove), in which event,
details of the new times and dates will be notified, as required,
to the London
Stock Exchange and,
where appropriate, to shareholders and an announcement will be made
through a Regulatory
Information Service.
All
references to times in this announcement are to London time unless otherwise
stated.
For
further information, please contact:
Fidelity
International
George
Bayer
|
+44 (0)20
7961 4240
|
Jefferies
International Limited (Joint broker)
Gaudi Le
Roux
Harry
Randall
Ollie
Nott
|
+44 (0)20
7029 8000
|
J.P.
Morgan Cazenove (Joint broker)
William
Simmonds
Rupert
Budge
|
+44
(0) 20 3493 8000
|
This
announcement or any part of it does not constitute or form part of
any offer to issue or sell, or the solicitation of an offer to
acquire, purchase or subscribe for, any securities.
The full
terms and conditions of the Tender Offer are set out in the
Circular, which shareholders are advised to read in full. Any
response to the Tender Offer should be made only on the basis of
the information in the Circular.
Each of
J.P. Morgan Securities plc, which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority in the UK, and Jefferies International
Limited, which is authorised and regulated in the UK by the FCA,
are acting as Joint Tender managers, and are acting exclusively for
the Company and no one else in connection with this announcement
and the Tender Offer and will not regard any other person as its
client in relation to the Tender Offer and accordingly will not be
responsible to anyone other than the Company for providing the
protections afforded to its clients, or for providing advice in
connection with the Tender Offer, the contents of this announcement
or any other transaction, arrangement or other matter referred to
in this announcement as relevant.
Apart from
the responsibilities and liabilities, if any, which may be imposed
on the Joint Tender Managers under FSMA or the regulatory regime
established thereunder, or under the regulatory regime of any
jurisdiction where the exclusion of liability under the relevant
regulatory regime would be illegal, void or unenforceable: (i)
neither of the Joint Tender Managers or any persons associated or
affiliated with either of them accepts any responsibility
whatsoever or makes any warranty or representation, express or
implied, in relation to the contents of this announcement,
including its accuracy, completeness or verification or for any
other statement made or purported to be made by, or on behalf of
it, the Company or the directors, in connection with the Company
and/or the Tender Offer; and (ii) each of the Joint Tender Managers
and each of their respective affiliates accordingly disclaims, to
the fullest extent permitted by law, all and any liability
whatsoever, whether arising in tort, contract or otherwise (save as
referred to above) which they might otherwise be found to have in
respect of this announcement or any such statement. No
representation or warranty, express or implied, is made by any of
the Joint Tender Managers or any of their respective affiliates as
to the accuracy, completeness, verification or sufficiency of the
information set out in this announcement, and nothing in this
announcement will be relied upon as a promise or representation in
this respect, whether or not as to the past or future.
Cautionary
statement regarding forward-looking statements
This
announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements
involve known and unknown risks and uncertainties, many of which
are beyond our control and all of which are based on the directors'
current beliefs and expectations about future events.
Forward-looking statements are sometimes identified by the use of
forward-looking terminology such as "believe", "expect", "may",
"will", "would", "could", "should", "shall", "risk", "intend",
"estimate", "aim", "plan", "predict", "continue", "assume",
"positioned", "anticipate", "hope" or "target" or the negative
thereof, other variations thereon or comparable terminology. These
forward-looking statements include all matters that are not
historical facts. These forward-looking statements and other
statements contained in this announcement regarding matters that
are not historical facts involve predictions and by their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. No assurance can be
given that such future results will be achieved; actual events or
results may differ materially as a result of risks and
uncertainties we face. Such risks and uncertainties could cause
actual results to vary materially from the future results
indicated, expressed, or implied in such forward-looking
statements. The Company and the directors expressly disclaim any
obligation or undertaking to update these forward-looking
statements contained in the document to reflect any change in their
expectations or any change in events, conditions, or circumstances
on which such statements are based unless required to do so by
applicable law, the Prospectus Regulation Rules, the Listing Rules,
or the Disclosure Guidance and Transparency Rules of the FCA or
Regulation (EU) 596/2014, which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, as amended from time to
time.
No
statement in this announcement or incorporated by reference into
this announcement is intended to constitute a profit forecast or
profit estimate for any period, nor should any statement be
interpreted to mean that earnings or earnings per share will
necessarily be greater or less than those for the preceding
financial periods of the Company.
Overseas
Shareholders
The making
of the Tender Offer in, or to persons who are citizens or nationals
of, or resident in, jurisdictions outside the United Kingdom or to custodians, nominees or
trustees for citizens, nationals or residents of jurisdictions
outside the United Kingdom may be
prohibited or affected by the laws of the relevant overseas
jurisdiction.
A
shareholder who is a citizen or national of, or resident in, a
jurisdiction outside the United
Kingdom or the United
States or a custodian, nominee or trustee for a citizen,
national or resident of a jurisdiction outside the United Kingdom or the United States ("Overseas
Shareholders"), should
information themselves about and observe any applicable legal
requirements. It is the responsibility of any such shareholder
wishing to tender shares to satisfy itself, himself or herself as
to the full observance of the laws of the relevant jurisdiction in
connection therewith, including the obtaining of any governmental,
exchange control or other consents which may be required, the
compliance with other necessary formalities and the payment of any
transfer or other taxes or other requisite payments due in such
jurisdiction.
Any such
shareholder will be responsible for payment of any transfer or
other taxes or other requisite payments such person may be required
to pay. No steps have been taken to qualify the Tender Offer or to
authorize the extending of the Tender Offer or the distribution of
the Circular or any Tender Form in any territory outside the
United Kingdom.
In
particular, the Tender Offer is not being made, directly or
indirectly, in or into, or by use of the mails of, or by any means
or instrumentality (including, without limitation, facsimile
transmission, telex, telephone and e-mail) of interstate or foreign
commerce of, or any facilities of a national securities exchange
of, Australia, Canada or Japan or any other jurisdiction in which the
same would be unlawful (each a "Restricted
Jurisdiction") and the
Tender Offer cannot be accepted by any such use, means,
instrumentality or facility or from within any Restricted
Jurisdiction. Accordingly, copies of the Circular, the Tender Forms
and any related documents must not be mailed or otherwise
distributed or sent in, into or from any Restricted Jurisdiction,
including to shareholders with registered addresses in any
Restricted Jurisdiction other than the mailing by the Company of
the Circular for the purposes of giving notice of the Extraordinary
General Meeting. Persons receiving such documents (including,
without limitation, custodians, nominees and trustees) should not
distribute, send or mail them in, into or from any Restricted
Jurisdiction or use such mails or any such means, instrumentality
or facility in connection with the Tender Offer, and so doing will
render invalid any related purported acceptance of the Tender
Offer. Persons wishing to tender pursuant to the Tender Offer must
not use such mails or any such means, instrumentality or facility
for any purpose directly or indirectly relating to any tender
pursuant to the Tender Offer. Envelopes containing Tender Forms
should not be postmarked in any Restricted Jurisdiction or
otherwise dispatched from any Restricted Jurisdiction and all
shareholders who wish to participate in the Tender Offer must
provide addresses outside any Restricted Jurisdiction for the
remittance of cash or for the return of Tender Forms, share
certificates and/or other documents of title.
If, in
connection with making the Tender Offer, notwithstanding the
restrictions described above, any person (including, without
limitation, custodians, nominees and trustees), whether pursuant to
a contractual or legal obligation or otherwise, forwards the
Circular, any personalised Tender Form or any related documents in,
into or from any Restricted Jurisdiction or uses the mails of, or
any means or instrumentality (including, without limitation,
facsimile transmission, telex, telephone and e-mail) of interstate
or foreign commerce of, or any facilities of a national securities
exchange of, any Restricted Jurisdiction in connection with such
forwarding, such persons should (a) inform the recipient of such
fact; (b) explain to the recipient that such action may invalidate
any purported acceptance by the recipient; and (c) draw the
attention of the recipient to this paragraph .
The
provisions of this paragraph and any other terms of the Tender
Offer relating to Overseas Shareholders may be waived, varied or
modified as regards specific shareholders or on a general basis by
the Joint Tender Managers in their absolute discretion, but only if
they are satisfied that such waiver, variation or modification will
not constitute or give rise to a breach of applicable securities or
other laws. Subject to this, the provisions of this paragraph
supersede any terms of the Tender Offer inconsistent
herewith.
US
Shareholders
The Tender
Offer relates to securities in a non-US company which is registered
in Guernsey with a listing on the London Stock Exchange, and is
subject to the disclosure requirements, rules and practices
applicable to companies listed in the UK, which differ from those
of the United States in certain material respects. The Circular has
been prepared in accordance with UK style and practice for the
purpose of complying with the laws of England and Wales and the
Listing Rules of the UK Financial Conduct Authority. US
shareholders should read the Circular, including Part 3 and Part
4.
The Tender
Offer is being made in the United States pursuant to Section 14(e)
of, and Regulation 14E under, the United States Securities Exchange
Act of 1934, as amended (the "US
Exchange Act") or any
no action or exemptive relief granted by the US Securities and
Exchange Commission (the "SEC"),
and otherwise in accordance with the requirements of the Listing
Rules. Accordingly, the Tender Offer is subject to disclosure and
other procedural requirements that are different from those
applicable under US domestic tender offer procedures.
US
shareholders should note that the Company is not listed on a US
securities exchange, is not subject to the periodic reporting
requirements of the US Exchange Act and is not required to, and
does not, file any reports with the SEC thereunder.
It may be
difficult for US shareholders to enforce certain rights and claims
arising in connection with the Tender Offer under US federal
securities laws since the Company is located outside the United
States and its officers and directors reside outside the United
States. It may not be possible to sue a non-US company or its
officers or directors in a non-US court for violations of US
securities laws. It also may not be possible to compel a non-US
company or its affiliates to subject themselves to a US court's
judgment.
Due to US
regulatory requirements, neither the Board nor the Joint Tender
Managers will make any purchases of, or arrangements to purchase,
Shares during the period in which the Tender Offer remains open for
acceptance, other than in connection with the Tender Offer,
including sales and purchases of Shares effected by the Joint
Tender Managers acting as market maker in the Shares.
The
receipt of cash pursuant to the Tender Offer by a shareholder who
is a US Holder (as defined in the Circular) will be a taxable
transaction for US federal income tax purposes. In addition, as
described in Section B of Part 4 of the Circular, US Holders may be
subject to US backup withholding and information reporting on
payments with respect to the Tender Offer made (or deemed made)
within the United States. Part 4 of the Circular further sets forth
certain US federal income tax consequences of the Tender Offer
under current US law. However, each shareholder should consult and
seek individual advice from an appropriate professional
adviser.
In
addition, it is a violation of Rule 14e-4 under the US Exchange Act
("Rule
14e-4") for a
person acting alone or in concert with others, directly or
indirectly, to tender shares for such person's own account unless
at the time of tender and at the latest time and date to submit
Tender Forms and submission of TTE Instructions from shareholders
such person has a "net long position" in (a) the shares that is
equal to or greater than the amount tendered and will deliver or
cause to be delivered such shares for the purpose of tendering to
us within the period specified in the Tender Offer or (b) other
securities immediately convertible into, exercisable for or
exchangeable into shares ("Equivalent
Securities") that is
equal to or greater than the amount tendered and, upon the
acceptance of such tender, will acquire such shares by conversion,
exchange or exercise of such Equivalent Securities to the extent
required by the terms of the Tender Offer and will deliver or cause
to be delivered such shares so acquired for the purpose of tender
to us within the period specified in the Offer. Rule 14e-4 also
provides a similar restriction applicable to the tender or
guarantee of a tender on behalf of another person. As such, a
tender of shares made pursuant to any method of delivery set forth
herein will also constitute the tendering shareholder's
representation and warranty to us that (a) such shareholder has a
"net long position" in shares or Equivalent Securities at least
equal to the shares being tendered within the meaning of Rule
14e-4, and (b) such tender of shares complies with Rule
14e-4.
Neither
the SEC nor any US state securities commission has approved or
disapproved of this transaction or passed upon the merits of
fairness of such transaction or passed upon the adequacy of the
information contained in this announcement. Any representation to
the contrary is a criminal offence.