Fidelity Emerging Markets Ltd - Tender Offer
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
(the "Company")
Legal Entity Identifier: 213800HWWQPUJ4K1GS84
Launch of Tender Offer
Further to its announcement on
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
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 opens22 February 2024 Latest time and date for receipt of Tender Forms and1.00 p.m. on21 March 2024 submission of TTE Instructions from shareholders Record Date6.00 p.m. on21 March 2024 Calculation Time6.00 p.m. on22 March 2024 Latest time and date for receipt of forms of proxy12.00 p.m. on23 March 2024 Extraordinary General Meeting12.00 p.m. on25 March 2024 Results of Extraordinary General Meeting and Tender25 March 2024 Offer, and Tender Price announced Payments through CREST made and CREST accounts27 March 2024 settled Balancing share certificates and cheques dispatched Before4 April 2024 to certificated shareholders
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
Under the terms of the Tender Offer, shareholders (other than certain overseas shareholders) will be entitled to tender shares they hold as at the
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:
i. 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");
i. 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
i. 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,
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
All references to times in this announcement are to
For further information, please contact:
Fidelity International +44 (0)20 7961 4240George Bayer Jefferies International Limited (Joint broker) Gaudi Le Roux +44 (0)20 7029 8000Harry Randall Ollie Nott J.P. Morgan Cazenove (Joint broker)William Simmonds +44 (0) 20 3493 8000Rupert Budge
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
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
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
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,
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
The Tender Offer is being made in
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
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
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
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 ("
Neither the