NOT FOR RELEASE OR DISTRIBUTION IN OR INTO THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN, SOUTH AFRICA ORREPUBLIC OF IRELAND
Invesco Asia Trust plc
("Invesco Asia" or the "Company")
Tender Offer for up to 15 per cent. of Shares in issue
Publication of circular
Further to the Company's announcement on 2 May 2013, 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 8 August 2013 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 on the Manager's website:
www.invescoperpetual.co.uk/investmenttrusts under the Company's link.
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
Terms used and not defined in this announcement bear the meaning given to them
in the Circular to be published today.
Tender Offer to purchase up to 15 per cent. of the Shares in issue
Following discussions with Shareholders, in July 2010 the Board introduced
discount control arrangements which included a possible tender offer for up to
15 per cent. of the Company's issued share capital, at a 2 per cent. discount
to Net Asset Value less the costs of the tender offer, if the Company's shares
traded over the financial year at an average discount of more than 10 per cent.
to Net Asset Value (fully diluted, ex income). As announced on 2 May 2013, the
average discount over the year to 30 April 2013 was 10.8 per cent. and the
Board therefore intends to seek the approval of Shareholders at the time of the
Company's next Annual General Meeting to implement such 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.
The Tender Offer
The Tender Offer is being made by Westhouse Securities to all Qualifying
Shareholders. 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
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, 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 £140,000. This
amount also does not include stamp duty or commission payable to Westhouse
Securities (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
● any Shares tendered 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.
The Board has concluded that it would be in Shareholders' interests to extend
the discount control arrangements to the financial year ending 30 April 2014.
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
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 30 Finsbury Square on
8 August 2013, 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.
Action to be taken
1. General Meeting
a. Proxy Form
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 PXS, 34 Beckenham Road, Beckenham, BR3 4TU as soon as possible
and, in any event, no later than 12.15 p.m. on 6 August 2013. 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.
b. Direction Form
Saving Scheme Shareholders who wish to vote at the General Meeting should
complete and return the accompanying Direction Form in accordance with the
instructions printed thereon, so that they are received as soon as possible and
in any event by no later than close of business on 26 July 2013.
2. Tender Offer
The procedure for tendering your Shares depends on whether your Shares are held
in certificated or
uncertificated form and, together with the procedure for Saving Scheme
Shareholders, 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 30
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 30 July 2013. Further details of the procedures for
tendering and settlement are set out in Part III of this document.
(c) Saving Scheme Shareholders
Saving Scheme Shareholders who wish to tender any or all of their Shares should
complete and return the accompanying Saving Scheme Tender Form in accordance
with the instructions printed thereon. Saving Scheme Tender Forms must be
received as soon as possible and in any event by no later than close of
business on 26 July 2013.
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
The Board considers that the Tender Offer and the Resolution to be proposed at
the GeneralMeeting are in the best interests of the Company and its Shareh
olders as a whole. Accordingly, the Board unanimously recommends that
Shareholders vote infavour of the Resolution to be proposed at the General
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 67,080 Shares representing approximately
0.06 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 close of business on 3 May
Posting of this document, Tender Form and Proxy 2 July
Latest time and date for receipt of Saving close of business on 26 July
Scheme Tender Forms and Direction Forms from
Saving Scheme Shareholders
Closing Date - latest time and date for receipt 1.00 p.m. on 30 July
of Tender Forms and settlement of TTE
Latest time and date for receipt of Proxy Forms 12.15 p.m. on 6 August
for the General Meeting
Calculation Date close of business on 6 August
General Meeting 12.15 p.m. on 8 August
Result of Tender Offer and Tender Price by close of business on 8
Despatch of cheques for Tender Offer week commencing 12 August
consideration in respect of certificated Shares
sold under the Tender Offer and CREST accounts
credited with Tender Offer consideration
Despatch of balancing Share certificates in week commencing 19 August
respect of any unsold certificated Shares and
TFE messages in respect of uncertificated
Dates and times are indicative only and may be subject to change. Any changes
will be notified via a regulatory information service provider of the London Stock
Invesco Asset Management Limited 020 7065 3555
Westhouse Securities Limited 020 7601 6118
Financial adviser and broker
This announcement does not constitute or form part of an offer or invitation or
a solicitation of any offer or invitation, to purchase any Invesco Asia Shares
or other securities.
The full terms and conditions of the Tender Offer will be set out in the
Circular, which should be read in full.
The Tender Offer is not being made, directly or indirectly, in or into the
United States, Canada, Australia, Japan, South Africa or the Republic of
Ireland (each a "Restricted Territory"). In particular, this document may not
be distributed or sent in or into the United States. Furthermore, Shareholders
who are resident in any other Restricted Territory should note that this
document is being sent for information purposes only. The distribution of this
announcement in jurisdictions other than the UK may be restricted by law and,
therefore, persons into whose possession this announcement comes should inform
themselves about and observe any of these restrictions. Any failure to comply
with any of those restrictions may constitute a violation of the securities law
of any such jurisdiction. The Tender Form is not being and must not be
forwarded to or transmitted in or into a Restricted Territory. Any person
(including, without limitation, custodians, nominees and trustees) who may have
a contractual or legal obligation to forward this announcement and/or the
accompanying documents should read the paragraph entitled `Restricted
Shareholders and other Overseas Shareholders' in Part III of the Circular
before taking any action.
This announcement contains (or may contain) certain forward-looking statements
with respect to the Company's current expectations and projections about future
events. These statements, which sometimes use, but are not limited to, words
such as 'anticipate', 'believe', 'intend', 'estimate', 'expect' and words of
similar meaning, reflect the directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. The information contained in this announcement is subject to change
without notice and, except as required by applicable law, neither the Company
nor Westhouse Securities assumes any responsibility or obligation to update
publicly or review any of the forward-looking statements contained herein. You
should not place undue reliance on forward-looking statements, which speak only
as of the date of this announcement.