INVESCO Asia Trust Tender Offer

 
TIDMIAT 
 
28 June 2017 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR 
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE 
RELEVANT LAWS OF SUCH JURISDICTION 
 
FOR IMMEDIATE RELEASE 
 
           Invesco Asia Trust plc ("Invesco Asia" or the "Company") 
 
   Tender Offer for up to 15 per cent. of Shares in issue and publication of 
                                   circular 
 
Introduction 
 
Further to the Company's announcement on 2 May 2017, 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 10 August 2017 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 for inspection at www.morningstar.co.uk 
/uk/NSM and on the Manager's website: www.invescoperpetual.co.uk/invescoasia. 
 
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 
out below. 
 
Terms used and not defined in this announcement bear the meaning given to them 
in the Circular to be published today. This summary should be read in 
conjunction with the Circular. 
 
Chairman's Letter 
 
"Dear Shareholder 
 
      Tender Offer to purchase up to 15 per cent. of the Shares in issue 
 
Introduction 
 
In the Annual Financial Report for the year ended 30 April 2016, the Board 
considered that it would be in the Shareholders' interests to extend for a 
further year the arrangement whereby a tender offer would be proposed if the 
Company's Shares had traded over the year to 30 April 2017 at an average 
discount of more than 10 per cent. to the NAV per Share (ex income). 
 
It was announced on 2 May 2017 that as the average discount over the year to 30 
April 2017 was 10.9 per cent, the Board intended to seek the approval of 
Shareholders at the time of the next Annual General Meeting of the Company to 
implement 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. 
 
None of the Directors intends to tender any of their beneficial holdings of 
Shares. 
 
The Tender Offer 
 
Terms of the Tender Offer 
 
The Tender Offer is being made by Investec as principal to all Qualifying 
Shareholders on the basis that all Shares it buys under the Tender Offer will 
be purchased from it by the Company under its buy-back authority. 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 certificated form). 
 
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 (as deducted from the aggregate Net Asset Value 
    of the Tendered Shares), 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 GBP90,000. This 
    amount does not include stamp duty or commission payable to Investec 
    (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 
    appropriate; and 
 
  * any Shares tendered as part of the Tender Offer 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. 
 
    Taxation 
 
    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 professional adviser. 
 
    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. 
 
    General Meeting 
 
    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 
    Invesco Perpetual's offices on the first floor, 43-45 Portman Square, 
    London W1H 6LY on 10 August 2017, 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. 
 
    Future discount control provisions 
 
    As noted in the announcement of the Company's Annual Financial Report for 
    the year ended 30 April 2017, the Board has been considering its approach 
    to discount control for future financial periods and has concluded that, 
    beyond the current Tender Offer, the tender offer arrangements that have 
    hitherto been adopted on a year-by-year basis, will not be continued. 
    Nevertheless, the Board remains committed to seeking to control the 
    discount and overall considers it to be desirable that the Company's shares 
    should trade at a price which, on average, represents a discount of less 
    than 10 per cent. to NAV excluding income in normal market conditions. In 
    order to meet this, the Company will utilise the authority sought from 
    shareholders annually at the AGM to buy back shares at its discretion, 
    having regard, amongst other matters, to market conditions and the 
    discounts of comparable investment companies. 
 
    Action to be taken by Shareholders 
 
    1. General Meeting 
 
    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 Capita Asset Services, PXS 1, 34 Beckenham Road, 
    Beckenham, Kent BR3 4ZF as soon as possible and, in any event, no later 
    than 12.15 p.m. on 8 August 2017. 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. 
 
    2. Tender Offer 
 
    The procedure for tendering your Shares depends on whether your Shares are 
    held in certificated or uncertificated form and 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 1 August 2017. 
 
    (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 1 August 2017. Further 
    details of the procedures for tendering and settlement are set out in Part 
    III of this document. 
 

    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 Instruction. 
 
    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. 
 
    Shareholders who are in any doubt as to the contents of this document or as 
    to the action to be taken should immediately consult their stock broker, 
    bank manager, solicitor, accountant or other independent financial adviser 
    authorised under FSMA. 
 
    Recommendation 
 
    As set out above in the Introduction of Part I of the Circular, the Tender 
    Offer is being proposed in accordance with the commitment made by the Board 
    in the Company's Annual Financial Report for the year ended 30 April 2016. 
 
    The Board considers that the Tender Offer and the Resolution 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 the Resolution to be proposed at the General 
    Meeting. 
 
    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 141,561 Shares 
    representing approximately 0.17 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. 
 
    Yours faithfully 
 
    Carol Ferguson 
 
    Chairman" 
 
Expected Timetable 
 
                                                                                 2017 
 
Record Date                                                                     3 May 
 
Posting of this document, Tender Form and Proxy Form                          28 June 
 
Closing Date - latest time and date for receipt of              1.00 p.m. on 1 August 
Tender Forms and settlement of TTE Instruction(s) 
 
Result of Tender Offer announced                            by close of business on 2 
                                                                               August 
 
Latest time and date for receipt of Proxy Forms for            12.15 p.m. on 8 August 
the General Meeting 
 
Calculation Date                                        close of business on 8 August 
 
General Meeting                                            12.15 p.m. on 10 August[1] 
 
Tender Price announced                                     by close of business on 10 
                                                                               August 
 
Despatch of cheques for Tender Offer consideration in       week commencing 14 August 
respect of certificated Shares sold under the Tender 
Offer and CREST accounts credited with Tender Offer 
consideration 
 
Despatch of any balancing certificates in respect of        week commencing 21 August 
any unsold certificated Shares and TFE messages in 
respect of uncertificated Shares 
 
 i. All references are to London time 
ii. 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 Exchange. 
 
 
Enquiries 
 
Invesco Perpetual 
 
Nick Black                                  020 3753 1000 
 
Investec Bank plc 
 
Darren Vickers                              020 7597 5970 
 
David Herring 
 
Investec Bank plc ("Investec"), which is authorised in the United Kingdom by 
the  Prudential Regulation Authority and regulated by the Financial Conduct 
Authority and the Prudential Regulation Authority, is acting exclusively for 
the Company and no one else in connection with the Tender Offer and the 
contents of this announcement, and will not be responsible to anyone other than 
the Company for providing the protections afforded to clients of Investec nor 
for providing advice in connection with the Tender Offer and the contents of 
this announcement or any other matter referred to herein. 
 
Investec is not responsible for the contents of this announcement. 
 
[1] Or as soon thereafter as the Annual General Meeting of the Company convened 
for the same day has been concluded or adjourned. 
 
 
 
END 
 

(END) Dow Jones Newswires

June 28, 2017 11:17 ET (15:17 GMT)