REG-Fidelity Emerging Markets Ltd: Tender Offer

Fidelity Emerging MarketsAnnouncement

22/02/2024 07:15

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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