NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA OR JAPAN OR ANY 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
Result
of Extraordinary General Meeting
Following
the Extraordinary General Meeting (`EGM') of the
Company, which
was held earlier today, the
Board is pleased to announce that the special resolution set out in
the Notice of the Meeting was duly passed.
Details of
the number of proxy votes cast for, against and withheld on the
resolutions will be published on the Company's website
at www.fidelity.co.uk/emergingmarkets
In
accordance with Listing Rule 9.6.2, a copy of the special
resolution passed at the EGM has been submitted to the National
Storage Mechanism and will shortly be available for inspection
at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For
further information, please contact:
Nira
Mistry, Company Secretary
+44
(0)7778 354 517
|
Capitalised
terms used but not defined in this announcement will have the same
meaning as set out in the circular sent to shareholders on
22 February 2024 (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
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, Japan
or South Africa 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 despatched 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.
To the
extent permitted by applicable law and in accordance with normal UK
practice, the Company, the Joint Tender Managers or any of their
respective 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 the Joint
Tender Managers 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 US 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 of the UK Financial
Conduct Authority, and the relevant provisions of the US Exchange
Act. Any information about such purchases will be disclosed as
required in the UK and the United States and, if required, will be
reported via a Regulatory Information Service and available on the
London Stock Exchange website at 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 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.