REG - JPMorgan Indian Inv - Publication of Circular

Jpmorgan Indian Investment TrustAnnouncement

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RNS Number : 7059L  JPMorgan Indian Invest Trust PLC  06 June 2025

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN AUSTRALIA, CANADA,
JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS
RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO
PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY
JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS
UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

 

JPMORGAN INDIAN INVESTMENT TRUST PLC

(the 'Company')

Publication of circular

Legal Entity Identifier 549300OHW8R1C2WBYK02

The Board of JPMorgan Indian Investment Trust plc announces the publication of
a circular (the Circular) in connection with a tender offer to shareholders
for up to 30 per cent. of the Company's issued share capital (excluding Shares
held in treasury) (the Tender Offer), the adoption of the enhanced dividend
distribution policy, amendments to the existing articles and the notice of
general meeting.

Introduction

On 19 May 2025 the Board announced that it had undertaken a detailed review of
options for the future of the Company, exploring a number of initiatives to
help to identify and address the drivers of underperformance and the
persistent discount at which the Company's share price trades. The Board has
concluded that, in the current environment, Shareholders will be best served
by the Manager's existing investment strategy and, following consultation with
major Shareholders, the introduction of a package of robust discount control
mechanisms, the adoption of an enhanced dividend distribution policy and a
reduction in the investment management fee.

Further to that announcement, the Company now wishes to proceed with making a
tender offer for up to 30 per cent. of the Company's issued share capital
(excluding Shares held in treasury) which will enable Eligible Shareholders
wishing to realise part of their investment in the Company the opportunity to
do so. Further details of the Tender Offer and its formal terms are set out in
the Circular.

The Circular also contains notice of a General Meeting to be held on 8 July
2025 at which Shareholders' approval will be sought for (i) the adoption of
the proposed Enhanced Dividend Distribution Policy, (ii) the proposed
amendments to the Existing Articles required in connection with the
implementation of the Enhanced Dividend Distribution Policy, and (iii) the
authorisation required for the Company to make market purchases of the Shares
acquired by Deutsche Numis, as principal, pursuant to the Tender Offer.

Shareholders should note that the implementation of the Proposals (including
the Tender Offer) is conditional on Shareholder approval of all the
Resolutions to be proposed at the General Meeting and that the Resolutions are
inter-conditional on the passing of each other. Accordingly, in the event that
any Resolution is not passed at the General Meeting none of the Proposals will
be implemented.

Proposed adoption of the Enhanced Dividend Distribution Policy

As announced on 19 May 2025, the Board proposes to pay dividends each
financial year totalling at least 4 per cent. of the Net Asset Value of the
Company at the end of the preceding financial year. Dividends will be paid by
way of four equal interim dividends in December, March, June and September
each year. The Board believes that the introduction of the Enhanced Dividend
Distribution Policy, which will be financed through a combination of any
available net income in each financial year and other reserves, utilises the
investment structure and will differentiate the Company amongst its peers,
noting that the Company would be the only Indian investment company paying a
dividend at this time. The Board is hopeful that the introduction of the
Enhanced Dividend Distribution Policy will appeal to a wider investor audience
and is cognisant of the success other JPMF managed investment trusts have had
in attracting additional investor demand for their shares having adopted an
enhanced dividend distribution policy.

Although not required by the Listing Rules, as a matter of good corporate
governance and best practice, the Board is seeking Shareholder approval for
the proposed adoption of the Enhanced Dividend Distribution Policy.

The Company's investment policy, investment objective and/or investment
strategy will not change as a result of the Enhanced Dividend Distribution
Policy.

The adoption of the Enhanced Dividend Distribution Policy will be proposed at
the General Meeting as an ordinary resolution (the Enhanced Dividend
Distribution Policy Resolution) and will require the approval of Shareholders
representing a simple majority of the votes cast at the General Meeting.

Proposed amendments to Existing Articles

In order to make distributions out of capital pursuant to the Enhanced
Dividend Distribution Policy, the Company's Existing Articles need to be
amended to remove the existing restrictions which prevent any part of the
Company's capital reserves or any other accretions in the nature of accretion
to capital being treated as profits of the Company available for dividend or
being applied in paying any dividends on any shares in the Company's capital.

Full details of the proposed amendments to the Existing Articles are set out
in Part IV of the Circular.

The amendments to the Existing Articles will be made through the adoption of
the New Articles which will be proposed at the General Meeting as a special
resolution (the Amendment Resolution) and will require the approval of
Shareholders representing at least 75 per cent. of the votes cast at the
General Meeting.

Reasons for the Tender Offer

The Company currently has a performance-related conditional tender offer in
place for up to 25 per cent. of the Company's outstanding share capital
(excluding Shares held in treasury), at Net Asset Value less costs, if over
the 5 years to 30 September 2025, the Company's NAV total return in sterling
on a cum income basis does not exceed the total return of the MSCI India Index
in sterling terms, plus 0.5 per cent. per annum over the period on a
cumulative basis (the Performance Related Tender). As announced on 19 May
2025, while the period over which the performance would be tested has not been
completed, the Board proposes to remove the Performance Related Tender and
adopt the following discount control mechanisms:

·      the making of a tender offer for up to 30 per cent. of the
Company's outstanding share capital (excluding Shares held in treasury)
providing a cash exit at the Tender Price (being the Tender Offer now being
made Deutsche Numis, acting as principal, as described in the Circular);

·      the introduction of a commitment to target a single digit
discount through active market buybacks, utilising the 14.99% buyback
authority already approved by Shareholders at the 2025 AGM which the Board
intends to renew annually;

·      the introduction of a triennial tender offer for 100 per cent. of
the Company's outstanding share capital at a 3% discount to the prevailing NAV
(the Triennial Tender Offers). The Board anticipates the first of the
Triennial Tender Offers to be launched in Q2 2028.  It is clear from
consultation with Shareholders that size and scale of the Company are
imperative moving forward. The Board therefore reserves the right to withdraw
the Triennial Tender Offer if the applications to tender are of a level that
the Company would shrink below a NAV of £150 million. In this instance the
Board would anticipate putting resolutions to Shareholders to wind up the
Company. In addition, the Board notes that the next continuation vote will be
put to shareholders at the Company's AGM to be held in 2029.

The Board believes that the package of discount control mechanisms with the
Tender Offer, paired with ongoing market buybacks and sight of a future
liquidity event in the form of the Triennial Tender Offers will help to
significantly reduce the discount. As the performance of the Company rebuilds,
the Board would hope the additional proposals will put the Company on a
pathway to grow once again.  Shareholders should note that the proposed
discount control mechanisms set out above and the Enhanced Dividend
Distribution Policy will not be implemented unless all the Resolutions are
passed at the General Meeting. In these circumstances, the Company will
maintain the existing conditional Performance Related Tender mechanism.

Investment strategy, investment performance and outlook

As stated in the Company's announcement made on 19 May 2025, as part of the
Board's detailed review of options for the future of the Company, constructive
discussions were held with the Manager, who reiterated its commitment to the
Company, and confidence in the investment process and ability to deliver
positive relative outperformance in the medium to longer term.

Since assuming management of the Company's portfolio in September 2022, the
named portfolio managers, Amit Mehta and Sandip Patodia, (the Portfolio
Managers) have focused on a philosophy centered around well-managed businesses
with a long-term outlook, guided by a disciplined valuation framework. Whilst
relative performance has been disappointing, given the portfolio's focus on
quality and growth companies, the underperformance is explained by
macroeconomic factors, such as interest rate and inflationary pressures which
favoured value orientated investments. The Board is reassured that, as these
factors have eased, there has been a recent improvement in relative
performance. The material falls in many stocks over recent months have created
a number of interesting investment opportunities. Many quality growth stocks
which the Portfolio Managers previously viewed as too expensive are now
starting to trade at more acceptable valuations, and they have sought to take
advantage of this situation.

The Board has also taken comfort from the Manager's ongoing investment in
expanding its proprietary research coverage in India, which now covers 155
Indian companies / c.85 per cent. of the market, and that this is expected to
grow to c.90 per cent. coverage by the end of 2025.

While the Company's strategy continues to emphasise quality growth companies
and a focus on overall risk and beta of the portfolio, the Portfolio Managers
have also sought to take liquidity risk in the small and mid-cap (SMID) part
of the market to a greater degree than historically. Utilising the increased
research coverage this has resulted in SMID cap exposure increasing over the
past two years from c.17 per cent. to c.23 per cent.

The Board agrees with the Manager's view that India provides a compelling,
long-term investment destination with high-quality companies and management
across the country. India's long term growth prospects remain among the
strongest in the world, thanks to the rapid growth of its middle classes. This
growth will continue to be supported by major structural reforms, including
the government's ongoing commitment to infrastructure development.

This belief closely aligns with the Manager's investment philosophy of
investing in high quality businesses at attractive prices with the ability to
compound at high rates of growth that will deliver both strong absolute
returns and outperformance for the Company and reward patient investors over
time.

Investment Management Fee

In addition to providing details of the Proposals, the Board also announced on
19 May 2025 that the Company's investment management fee arrangements with the
Manager are changing.

With effect from 1 October 2025 the annual investment management fee payable
to the Manager will be calculated as 0.65 per cent. on the first £300 million
of the lower of the Company's market capitalisation and the NAV and 0.55 per
cent. in excess of £300 million, instead of 0.75 per cent. on the first £300
million and 0.60 per cent. in excess of £300 million.  The investment
management fee will continue to be payable monthly in arrears.

The changes to the annual investment management fee are not conditional upon
implementation of the Proposals and will become effective on 1 October 2025
even if the Proposals are not approved by Shareholders.

 

Details of the Tender Offer

Key Points of the Tender Offer

The key points of the Tender Offer are as follows:

·      the Tender Offer is for up to 30 per cent. of the Company's
issued share capital (excluding treasury Shares) as at the Record Date (being
10 June 2025);

·     Shareholders (other than Restricted Shareholders and Sanctions
Restricted Persons) (Eligible Shareholders) will be able to decide whether to
tender none, some or all of their Shares;

·      under the terms of the Tender Offer, Eligible Shareholders will
be entitled to tender up to their Basic Entitlement, being 30 per cent. of the
Shares they held as at the Record Date. Eligible Shareholders validly
tendering up to their Basic Entitlement will have their election satisfied in
full.  Eligible Shareholders may also tender additional Shares, but any such
excess tenders above the Basic Entitlement will only be satisfied on a pro
rata basis in proportion to the excess over the Basic Entitlement tendered
(rounded down to the nearest whole number of Shares), to the extent that other
Eligible Shareholders tender less than their aggregate Basic Entitlement  and
as a result of certain Overseas Shareholders and Sanctions Restricted Persons
not being permitted to participate in the Tender Offer;

·   after realisation of the Tender Pool, Eligible Tendering Shareholders
shall receive the Tender Price in cash in consideration of the purchase of
their successfully tendered Shares (the Exit Shares); and

·    the Tender Price shall be the Final Tender Offer Asset Value of the
Tender Pool divided by the total number of Exit Shares expressed in pence,
rounded down to two decimal places. Eligible Shareholders should note that the
Tender Price will not be known and will not be paid until realisation of all
the assets allocated to the Tender Pool.

Subject to the satisfaction of the conditions relating to the Tender Offer (as
described below) and as soon as practicable following the Tender Pool
Determination Date and the announcement of the Tender Price after the
realisation of all the assets in the Tender Pool, Deutsche Numis will, as
principal, purchase the Exit Shares at the Tender Price and, following
completion of all of these purchases, Deutsche Numis will sell all the Exit
Shares back to the Company pursuant to the Repurchase Agreement at the Tender
Price by way of an on-market transaction on the London Stock Exchange. The
Exit Shares which the Company acquires from Deutsche Numis will be cancelled.

The Tender Offer is subject to the satisfaction (or, where applicable, waiver)
of certain conditions as described below, and may be terminated in certain
circumstances as set out in paragraph 8 of Part III of the Circular.

Eligible Tendering Shareholders will receive the full Tender Price in cash for
the Exit Shares only once all of the assets allocated to the Tender Pool have
been fully realised and all the Conditions to the Tender Offer have been
satisfied or, where applicable, waived.

Tender Pool and calculation of the Tender Price

For the purposes of calculating the Tender Price, all of the Company's assets
and liabilities will be allocated pro rata between the Continuing Pool and the
Tender Pool on the basis set out under the heading "Allocation of assets and
liabilities" in Part II of this document. For the avoidance of doubt, all
costs and expenses relating to the Tender Offer which have been accrued prior
to the Tender Offer Calculation Date shall be allocated to the Tender Pool.

The net value of the assets and liabilities allocated on the establishment of
the Tender Pool will equal the NAV per Share on the Tender Pool Calculation
Date multiplied by the number of Exit Shares (the Tender Pool Asset Value).

The Tender Pool will bear (i) the costs of the Tender Offer which are
estimated at approximately £930,000 (including VAT, where applicable) (ii)
the costs of realising the assets in the Tender Pool; (iii) any Indian capital
gains tax and local transaction taxes payable by the Company in connection
with the realisation of such assets; (iv) its share of the operating costs of
the Company arising between the Tender Pool Calculation Date and the Tender
Pool Determination Date on a pro rata basis; and (v) the amount of stamp duty
and commission payable on the repurchase by the Company of the Exit Shares
acquired from Deutsche Numis pursuant to the Repurchase Agreement. The Tender
Pool assets will be fully realised as soon as practicable after the
establishment of the Tender Pool so as to enable the calculation of the Tender
Price as described below.

Following the date upon which all of the assets allocated in the Tender Pool
have been fully realised, and all liabilities to be borne by the Tender Pool
(other than any unpaid local transaction taxes, other costs payable by the
Company in connection with the realisation of such assets and stamp duty (set
out in (i) to (v) below)) met, the Directors will select a date upon which the
Final Tender Offer Asset Value of the Tender Pool will be calculated (the
Tender Pool Determination Date). The Final Tender Offer Asset Value will equal
the unaudited Net Asset Value of the assets in the Tender Pool on the Tender
Pool Determination Date less (to the extent not already paid) (i) the costs of
the Tender Offer which are estimated at approximately £930,000 (ii) the costs
of realising the assets in the Tender Pool; (iii) any Indian capital gains tax
and local transaction taxes payable by the Company in connection with the
realisation of such assets, (iv) the Tender Pool's share of the operating
costs of the Company on a pro rata basis; and (v) the amount of stamp duty
payable on the repurchase by the Company of the Exit Shares acquired from
Deutsche Numis pursuant to the Repurchase Agreement.

The Tender Price (which will be expressed in pence rounded down to two decimal
places) will be an amount equal to the Final Tender Offer Asset Value divided
by the total number of Exit Shares, as at the Tender Pool Determination
Date.  Accordingly, Eligible Shareholders should note that the Tender Price
will only be determined once all the assets in the Tender Pool have been
realised.  In the absence of adverse market conditions, it is expected that
payment for the Exit Shares will be made to Eligible Tendering Shareholders
whose tenders are successful in the week commencing 21 July 2025.

The Board retains the discretion to allocate only cash and near cash assets of
the Company to the Tender Pool in place of other assets identified on the
basis set out under the heading "Allocation of assets and liabilities" in Part
II of this document at the value reflected in the accounting records to such
assets (which will reflect the Directors' assessment of fair value). In such
circumstances there will be no or minimal costs of realising the assets in the
Tender Pool. It is the Board's current intention only to exercise such
discretion where the number of Shares that the Company is required to
repurchase pursuant to the Repurchase Agreement is such that allocating only
cash and near cash to the Tender Pool is considered by the Board to be in the
best interests of Shareholders as a whole.

Conditions to the Tender Offer

The Tender Offer is conditional on the following (together the Conditions):

(a)  the passing of all the Resolutions;

(b)  Deutsche Numis being satisfied that the Company has procured payment of
an amount equal to the Tender Price multiplied by the number of Exit Shares
into a designated bank account in accordance with the Repurchase Agreement;

(c)  Deutsche Numis being satisfied that the Company has sufficient
distributable profits (as defined in section 830 of the 2006 Act) to effect
the repurchase of all the Exit Shares pursuant to the Repurchase Agreement
(and the Company having provided to Deutsche Numis any information requested
by it in this respect);

(d)  Deutsche Numis being satisfied, acting in good faith, that at all times
up to immediately prior to the announcement of the results of the Tender
Offer, the Company has complied with its obligations and is not in breach of
any of the representations and warranties given by it, under the Repurchase
Agreement; and

(e)  the Tender Offer not having been terminated in accordance with paragraph
8 of Part III of the Circular prior to fulfilment of the other Conditions.

Restricted Shareholders, Sanctions Restricted Persons and other Overseas
Shareholders

The Tender Offer is not being made to Shareholders who are resident in, or
citizens of, Restricted Jurisdictions or who are Sanctions Restricted Persons.
Shareholders who are resident in a Restricted Jurisdiction or are Sanctions
Restricted Persons should note that this document is being sent for the
purposes of the General Meeting only. Restricted Shareholders are being
excluded from the Tender Offer to avoid breaching applicable local laws
relating to the implementation of the Tender Offer and Sanctions Restricted
Persons are being excluded to avoid breaching sanctions imposed by any
Sanctions Authority. Accordingly, Tender Forms are not being and must not be
mailed or otherwise distributed in or into Restricted Jurisdictions.

It is the responsibility of all Overseas Shareholders to satisfy themselves as
to the observance of any legal requirements in their jurisdiction, including,
without limitation, any relevant requirements in relation to the ability of
such Overseas Shareholders to participate in the Tender Offer.

Recommendation

The Board considers that the Tender Offer as set out in this document and each
of the Resolutions 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 all the
Resolutions to be proposed at the General Meeting, as the Directors intend to
do in respect of their own beneficial holdings of Shares which, in aggregate,
amount to 29,195 Shares, representing approximately 0.04 per cent. of the
issued share capital of the Company.

The Directors make no recommendation to Eligible Shareholders as to whether or
not they should tender all or any of their Shares in the Tender Offer. Whether
or not Eligible Shareholders decide to tender their Shares will depend,
amongst other factors, on their view of the Company's prospects and their own
individual circumstances, including their own tax position.

Expected Timetable

                                                                                 2025
 Record Date for participation in the Tender Offer                               6.00 p.m. on 10 June
 Latest time and date for receipt of Forms of Proxy and electronic proxy         11.00 a.m. on 4 July
 appointments from Shareholders in respect of the General Meeting
 General Meeting                                                                 11.00 a.m. on 8 July
 Latest time and date for receipt of Tender Forms and TTE Instructions in CREST   1.00 p.m. on 8 July
 from Eligible Shareholders in respect of the Tender Offer
 Results of General Meeting announced                                            8 July
 Results of Tender Offer elections announced                                     8 July
 CREST accounts credited for revised, uncertificated holdings of Shares not      as soon as practicable and by no later than 2 Business Days after the results
 accepted under the Tender Offer                                                 of the Tender Offer elections have been announced
 Tender Pool Calculation Date                                                    close of business on 8 July
 Establishment of Tender Pool and realisation of Tender Pool commences           9 July
 Tender Price announced and acquisition of the Exit Shares by Deutsche Numis     as soon as practicable after all of the assets allocated to the Tender Pool
 and repurchase of the Exit Shares by the Company                                have been realised
 Despatch of balancing share certificates for revised certificated holdings in   as soon as practicable and by no later than 10 Business Days after all of
 the case of partial tenders and, if applicable, return of share certificates    assets allocated to the Tender Pool have been realised
 in respect of unsuccessful tenders of certificated Shares
 Cheques despatched and payments through CREST made in respect of the Exit       as soon as practicable and by no later than 10 Business Days after all of
 Shares                                                                          assets allocated to the Tender Pool have been realised

 

All references are to London times unless otherwise stated.

Each of the times and dates in the expected timetable of events (other than
those relating to the General Meeting) may be extended or brought forward
without further notice. If any of the above times and/or dates change, the
revised time(s) and/or date(s) will be notified to Shareholders by an
announcement through a Regulatory Information Service.

Terms used and not defined in this announcement shall have the meaning given
to them in the Circular.

 

For further information, please contact:

JPMorgan Funds
Limited

Simon Crinage

Katie Standley

Will Talkington

0207 742 4000

 

JPMorgan Funds Limited (Company
Secretary)

Sachu Saji

0800 20 40 20 (or +44 1268 44 44 70)

 

Deutsche Numis

Hugh Jonathan

Vicki Paine

0207 547 039

IMPORTANT INFORMATION

The person responsible for arranging for the release of this announcement on
behalf of JPMorgan Indian Investment Trust Limited is JPMorgan Funds Limited.

Numis Securities Limited, trading as Deutsche Numis (Deutsche Numis), which is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority, is acting exclusively for the Company in connection with the
Proposals and will not be responsible to anyone other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Proposals, the contents of this announcement, the Circular or
any other matter referred to in the Circular. Deutsche Numis will not regard
any other person (whether or not a recipient of this announcement or the
Circular) as its client in relation to the Proposals. Nothing in this
paragraph shall serve to exclude or limit any responsibilities which Deutsche
Numis may have under FSMA or the regulatory regime established thereunder.

This announcement does not constitute or form part of, and should not be
construed as, an offer for sale or subscription of, or solicitation of any
offer to subscribe for or to acquire, any ordinary shares in the Company in
any jurisdiction.

This announcement does not contain all the information set out in the
Circular. Shareholders should read the Circular in full before deciding what
action to take in respect of the General Meeting and the Proposals.

The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements. When you sell your
investment, you may get back less than you originally invested. Figures refer
to past performance and past performance should not be considered a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "might",
"will" or "should" or, in each case, their negative or other variations or
similar expressions. All statements other than statements of historical facts
included in this announcement, including, without limitation, those regarding
the Company's financial position, strategy, plans, and objectives, are
forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and,
accordingly, the Company's actual future financial results and operational
performance may differ materially from the results and performance expressed
in, or implied by, the statements. These forward-looking statements speak only
as at the date of this announcement and cannot be relied upon as a guide to
future performance. Subject to its legal and regulatory obligations, the
Company expressly disclaims any obligations or undertaking to update or revise
any forward-looking statements contained herein to reflect any change in
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based unless required to do so by
law or any appropriate regulatory authority.

Notice for US Shareholders

The Tender Offer relates to securities in a non- US company incorporated in
England with a listing on the London Stock Exchange and is subject to the
disclosure requirements, rules and practices applicable to companies listed in
the United Kingdom, 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, the
Listing Rules and the rules of the London Stock Exchange.  US shareholders
should read the entire Circular. Any financial information relating to the
Company has been prepared in accordance with IFRS and has not been prepared in
accordance with generally accepted accounting principles in the United States;
thus it may not be comparable to financial information relating to US
companies.

The Tender Offer is being made in the United States pursuant to Section 14(e)
of, and Regulation 14E under, the US Securities Exchange Act of 1934 as
amended (the Exchange Act), subject to the exemptions provided by Rule
14d-1(d) thereunder and otherwise in accordance with the requirements of the
listing rules of the Financial Conduct Authority. Accordingly, the Tender
Offer will be 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, subject to the periodic reporting requirements of the Exchange Act
or 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.

To the extent permitted by applicable law and in accordance with normal UK
practice, the Company, Deutsche Numis, or any of their affiliates may make
certain purchases of, or arrangements to purchase, Shares outside the United
States during the period in which the Tender Offer remains open for
acceptance, including sales and purchases of Shares effected by Deutsche Numis
acting as market maker in the Shares. These purchases, or other arrangements,
may occur either in the open market at prevailing prices or in private
transactions at negotiated prices. In order to be excepted from the
requirements of Rule 14e-5 under the Exchange Act by virtue of relief granted
by the SEC Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to
purchase, must comply with applicable English law and regulation, including
the Listing Rules, and the relevant provision of the Exchange Act. Any
information about such purchases will be disclosed as required in the United
Kingdom and the United States and, if required, will be reported via the
Regulatory Information Service of the London Stock Exchange and available on
the London Stock Exchange website at www.londonstockexchange.com
(http://www.londonstockexchange.com) . To the extent that such information is
made public in the United Kingdom, this information will also be publicly
available to Shareholders in the United States.

The receipt of cash pursuant to the Tender Offer may be a taxable transaction
for US federal income tax purposes. Each US Shareholder should consult and
seek individual tax advice from an appropriate professional adviser.

Neither the SEC nor any US state securities commission has approved or
disapproved of this transaction or passed upon the merits or fairness of such
transaction or passed upon the adequacy of the information contained in this
document. Any representation to the contrary is a criminal offence.

 

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