28 June 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
Invesco Asia Trust plc ("Invesco Asia" or the "Company")
Tender Offer for up to 15 per cent. of Shares in issue and publication of circular
Further to the Company's announcement on 2 May 2017, a circular explaining the terms of a Tender Offer for up to 15 per cent. of the Shares in issue (the "Circular") together with a notice of General Meeting to be held at 12.15 p.m. (or as soon thereafter as the Annual General Meeting of the Company convened for the same day has been concluded or adjourned) on 10 August 2017 will today be posted to Shareholders.
A copy of the above documents will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM and on the Manager's website: www.invescoperpetual.co.uk/invescoasia.
The Chairman's Letter (in respect of the Tender Offer and the notice of the General Meeting at which the Company will seek Shareholders' approval for the Tender Offer) and the expected timetable, as contained in the Circular, are set out below.
Terms used and not defined in this announcement bear the meaning given to them in the Circular to be published today. This summary should be read in conjunction with the Circular.
Tender Offer to purchase up to 15 per cent. of the Shares in issue
In the Annual Financial Report for the year ended 30 April 2016, the Board considered that it would be in the Shareholders’ interests to extend for a further year the arrangement whereby a tender offer would be proposed if the Company’s Shares had traded over the year to 30 April 2017 at an average discount of more than 10 per cent. to the NAV per Share (ex income).
It was announced on 2 May 2017 that as the average discount over the year to 30 April 2017 was 10.9 per cent, the Board intended to seek the approval of Shareholders at the time of the next Annual General Meeting of the Company to implement a tender offer.
The purpose of this document is to provide you with details of the proposals, how Shareholders can tender their Shares for purchase if they wish to do so and to set out the reasons why the Directors are recommending that you vote in favour of the Resolution at the General Meeting, notice of which is set out at the end of this document.
Shareholders are not obliged to tender any of their Shares and if they do not wish to participate in the Tender Offer they should not complete or return the accompanying Tender Form.
None of the Directors intends to tender any of their beneficial holdings of Shares.
The Tender Offer
Terms of the Tender Offer
The Tender Offer is being made by Investec as principal to all Qualifying Shareholders on the basis that all Shares it buys under the Tender Offer will be purchased from it by the Company under its buy-back authority. Full details of the Tender Offer, including the terms and conditions on which it is being made, are set out in Part III of this document (and on the Tender Form for those Shareholders who hold their Shares in certificated form).
The key points of the Tender Offer are as follows:
the Tender Offer is for up to 15 per cent. of the Company’s issued Shares as at the Record Date;
Qualifying Shareholders on the Register on the Record Date will be able to tender none, some or all of their Shares within the overall limit of the Tender Offer. Tenders in excess of a Shareholder’s Basic Entitlement (being 15 per cent. of their Shares held as at the Record Date) will only be accepted to the extent that other Shareholders tender less than their Basic Entitlement or do not tender any Shares and will be satisfied on a pro rata basis;
the Tender Price will be calculated in accordance with paragraph 1.2 of the terms of conditions of the Tender Offer in Part III of this document and, in summary, will be a price per Share which represents 98 per cent. of the latest published unaudited NAV per Share as at the Calculation Date less the Tender Costs per Share (as deducted from the aggregate Net Asset Value of the Tendered Shares), in each case as calculated by the Company;
the fixed costs and expenses of the Tender Offer (excluding portfolio realisation costs) are estimated to amount to approximately £90,000. This amount does not include stamp duty or commission payable to Investec (being, respectively, 0.5 per cent. and 0.2 per cent. of the amount equal to the Tender Price multiplied by the number of Tendered Shares). All costs and expenses in relation to the Tender Offer will be borne by Shareholders participating in the Tender Offer;
the Tender Price will be paid to Shareholders in Sterling and will be effected by the despatch of cheques or the crediting of CREST accounts as appropriate; and
any Shares tendered as part of the Tender Offer will be cancelled.
The Tender Offer is conditional on the passing of the Resolution set out in the notice of General Meeting at the end of this document and the satisfaction of the other conditions specified in Part III of this document.
Shareholders who sell Shares pursuant to the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. Further information on the UK taxation consequences of the Tender Offer is set out in Part IV of this document.
Shareholders who are in any doubt as to their tax position or who are subject to tax in a jurisdiction other than the UK should consult an appropriate professional adviser.
Restricted Shareholders and other Overseas Shareholders
Shareholders with registered or mailing addresses outside the UK, or who are citizens or nationals of, or resident in, a jurisdiction other than the UK should read paragraph 9 of Part III of this document and the relevant provisions of the Tender Form.
The Company will require, under CA 2006 and the Listing Rules, the authority from Shareholders to purchase Shares under the Tender Offer. A notice convening a General Meeting of the Company, which is to be held at Invesco Perpetual’s offices on the first floor, 43-45 Portman Square, London W1H 6LY on 10 August 2017, is set out at the end of this document. At this General Meeting, the Resolution will be proposed to authorise the Company to make the repurchase of Shares which is necessary to enable the Tender Offer to be implemented. The Resolution will be proposed as a special resolution requiring the approval of 75 per cent. of the votes cast at the General Meeting.
Future discount control provisions
As noted in the announcement of the Company’s Annual Financial Report for the year ended 30 April 2017, the Board has been considering its approach to discount control for future financial periods and has concluded that, beyond the current Tender Offer, the tender offer arrangements that have hitherto been adopted on a year-by-year basis, will not be continued. Nevertheless, the Board remains committed to seeking to control the discount and overall considers it to be desirable that the Company’s shares should trade at a price which, on average, represents a discount of less than 10 per cent. to NAV excluding income in normal market conditions. In order to meet this, the Company will utilise the authority sought from shareholders annually at the AGM to buy back shares at its discretion, having regard, amongst other matters, to market conditions and the discounts of comparable investment companies.
Action to be taken by Shareholders
1. General Meeting
Whether or not you intend to be present at the General Meeting, you are requested to complete and return the accompanying Proxy Form in accordance with the instructions printed thereon, so as to be received by the Company’s registrars at Capita Asset Services, PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF as soon as possible and, in any event, no later than 12.15 p.m. on 8 August 2017. The completion and return of the Proxy Form will not preclude you from attending the General Meeting and voting in person should you so wish.
2. Tender Offer
The procedure for tendering your Shares depends on whether your Shares are held in certificated or uncertificated form and is summarised below.
(a) Shares held in certificated form
Shareholders who hold Shares in certificated form and who wish to tender any or all of their existing holding of Shares should complete and return the Tender Form in accordance with the instructions printed thereon and in Part III of this document. Shareholders who hold their Shares in certificated form should also return their share certificate(s) and/or other documents of title in respect of the Shares tendered. Tender Forms and share certificates must be received as soon as possible but in any event by no later than 1.00 p.m. on 1 August 2017.
(b) Shares held in uncertificated form
Shareholders who hold their Shares in uncertificated form (that is, in CREST) will not receive a Tender Form. Those Shareholders holding their Shares in uncertificated form and who wish to tender any or all of their Shares should tender electronically through CREST so that the TTE Instruction settles by no later than 1.00 p.m. on 1 August 2017. Further details of the procedures for tendering and settlement are set out in Part III of this document.
Shareholders who do not wish to tender any Shares under the Tender Offer should take no action, either in relation to the Tender Form or the sending of a TTE Instruction.
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.
Shareholders who are in any doubt as to the contents of this document or as to the action to be taken should immediately consult their stock broker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA.
As set out above in the Introduction of Part I of the Circular, the Tender Offer is being proposed in accordance with the commitment made by the Board in the Company’s Annual Financial Report for the year ended 30 April 2016.
The Board considers that the Tender Offer and the Resolution to be proposed at the General Meeting are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting.
The Directors intend to vote in favour, or procure the vote in favour, of the Resolution at the General Meeting in respect of their beneficial holdings of Shares which, in aggregate, amount to 141,561 Shares representing approximately 0.17 per cent. of the Company’s issued Share capital.
The Directors can make no recommendation to Shareholders in relation to participation in the Tender Offer. Whether or not Shareholders decide to tender any or all of their Shares will depend on, among other things, their own individual circumstances including their tax position.
|Record Date||3 May|
|Posting of this document, Tender Form and Proxy Form||28 June|
|Closing Date – latest time and date for receipt of Tender Forms and settlement of TTE Instruction(s)||1.00 p.m. on 1 August|
|Result of Tender Offer announced||by close of business on 2 August|
|Latest time and date for receipt of Proxy Forms for the General Meeting||12.15 p.m. on 8 August|
|Calculation Date||close of business on 8 August|
|General Meeting||12.15 p.m. on 10 August|
|Tender Price announced||by close of business on 10 August|
|Despatch of cheques for Tender Offer consideration in respect of certificated Shares sold under the Tender Offer and CREST accounts credited with Tender Offer consideration||week commencing 14 August|
|Despatch of any balancing certificates in respect of any unsold certificated Shares and TFE messages in respect of uncertificated Shares||week commencing 21 August|
|Nick Black||020 3753 1000|
|Investec Bank plc|
|Darren Vickers||020 7597 5970|
Investec Bank plc ("Investec"), which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and no one else in connection with the Tender Offer and the contents of this announcement, and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Investec nor for providing advice in connection with the Tender Offer and the contents of this announcement or any other matter referred to herein.
Investec is not responsible for the contents of this announcement.
 Or as soon thereafter as the Annual General Meeting of the Company convened for the same day has been concluded or adjourned.