Fidelity Emerging Markets Ltd - Correction - Result of Tender Offer and Tender Price
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO
(the "Company")
Legal Entity Identifier: 213800HWWQPUJ4K1GS84
Result of Tender Offer and Tender Price
Result of Tender Offer
Further to the Company's publication of a circular to shareholders on
Shareholders who validly tendered a percentage of their Shares equal to or less than their Basic Entitlement shall have all tendered Shares purchased in full under the Tender Offer. Following a scale back exercise, Shareholders who validly tendered a percentage of Shares greater than their Basic Entitlement will have a number of Shares equal to their Basic Entitlement purchased in full plus approximately 1 per cent. of their Excess Applications, in accordance with the process described in the Circular.
After taking account of the rounding down of each valid applicant's participation to the nearest whole Share, the Company will purchase in aggregate 13,531,881 Shares under the Tender Offer.
Tender Price
The Tender Price at which all the Shares accepted in the Tender Offer will be acquired is £7.4030 per Share.
The Tender Price has been calculated as 98 per cent. of the Net Asset Value per Share as at
Settlement of the Tender Offer
It is intended that settlement of the Tender Offer will occur on or around
For further information, please contact:
Fidelity InternationalGeorge Bayer +44 (0)20 7961 4240Jefferies International Limited (Joint broker)Gaudi Le +44 (0)20 7029 8000 RouxHarry Randall Ollie Nott J.P. Morgan Cazenove (Joint broker)William Simmonds Rupert +44 (0) 20 3493 8000 Budge
Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular.
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.
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
To the extent permitted by applicable law and in accordance with normal
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