Berliner Tageblatt - Fidelity Emerging Markets Ltd - Tender Offer

Fidelity Emerging Markets Ltd - Tender Offer
Fidelity Emerging Markets Ltd - Tender Offer

Fidelity Emerging Markets Ltd - Tender Offer

Latest stock market news: 22.02.2024 / 7:00am

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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:

  1. 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");

 

  1. 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

 

  1. 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.




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