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 Tender Offer and
Tender Price
Result of Tender
Offer
Further to the Company's
publication of a circular to shareholders on 22 February 2024 (the
"Circular") containing details of a tender offer
for up to 13,531,881 participating redeemable preference shares
(the "Shares"), equal to 14.99 per cent. of the
Shares in issue as at 21 February
2024 (excluding any shares held in treasury) (the
"Tender Offer"). The Company today announces that
79,829,958 Shares have been validly tendered pursuant to the Tender
Offer.
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
6.00 p.m. on 22 March 2024, as further described in the
Circular.
Settlement of the Tender
Offer
It is intended that
settlement of the Tender Offer will occur on or around 27 March 2024, and that the consideration payable
in respect of the Shares accepted in the Tender Offer will be
despatched to Shareholders who have validly tendered Shares as soon
as practicable thereafter.
For further information, please
contact:
Fidelity
InternationalGeorge
Bayer |
+44 (0)20 7961
4240 |
Jefferies International
Limited (Joint
broker)Gaudi Le
RouxHarry
Randall Ollie
Nott |
+44 (0)20 7029
8000 |
J.P. Morgan Cazenove
(Joint broker)William
Simmonds Rupert
Budge |
+44 (0) 20 3493
8000 |
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 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.