Fidelity Emerging Markets Ltd board launches tender offer (LON:FEML)

Further to its announcement on 27 November 2023, the board of directors of Fidelity Emerging Markets Limited (LON:FEML) has announced that it will proceed with making a tender offer for up to 14.99 per cent. of the issued share capital of the Company (excluding any shares held in treasury). The price per share acquired in the Tender Offer will be a two per cent. discount to the net asset value cum income per share calculated in accordance with the Company’s articles of incorporation and the current accounting policies of the Company.

The Company has today published a circular to shareholders which contains  details of the Tender Offer, together with details of how shareholders can tender shares for purchase, if they wish to do so. The Circular also includes a notice convening a general meeting of the Company which is to be held at J.P. Morgan Administration Services (Guernsey) Limited, Level 3, Mill Court, La Charroterie, St Peter Port, Guernsey GY1 1EJ at 12.00 p.m. on 25 March 2024 (or any adjournment thereof).

The Circular can be viewed on the Company’s website at www.fidelity.co.uk/emergingmarkets and will shortly be submitted to the National Storage Mechanism and available for inspection at https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.

Expected timetable

The Tender Offer

The maximum number of shares to be acquired under the Tender Offer is 13,531,881 shares, representing 14.99 per cent. of the shares in issue (excluding any shares held in treasury) as at 21 February 2024, being the latest practicable date prior publication of the Circular.

Under the terms of the Tender Offer, shareholders (other than certain overseas shareholders) will be entitled to tender shares they hold as at the 6.00 p.m. on 21 March 2024. An eligible shareholder tendering up to 14.99 per cent. of their shares rounded down to the nearest whole number will have its tender satisfied in full. Any eligible shareholder tendering more than its Basic Entitlement will have its Excess Application satisfied to the extent that there are sufficient remaining Available Shares. Such remaining Available Shares (in excess of those necessary to satisfy the Basic Entitlements taken up by eligible shareholders) shall be apportioned to eligible shareholders pro rata to their Excess Applications if there are insufficient Available Shares to satisfy Excess Applications in full.

The Tender Offer requires the passing of a special resolution at the Extraordinary General Meeting to authorise the Company to purchase the Available Shares. The Tender Offer is also conditional upon:

1. the Company, the directors and the Joint Tender Managers being satisfied that the Company has in its control or to its order the aggregate of the Tender Price for all successfully tendered shares and the Company having paid the same into an account or accounts in accordance with the repurchase agreement between the Company and the Joint Tender Managers;

2. the directors being satisfied that the Company will, immediately following repurchase of all successfully tendered shares, satisfy the solvency test prescribed by The Companies (Guernsey) Law 2008, as amended; and

3. the Tender Offer not having been terminated in accordance with paragraph 8 of Part 3 of the Circular prior to the fulfilment of the conditions referred to in paragraphs 2.1(a) and 2.1(b) of Part 3 of the Circular.

Subject to the satisfaction of the conditions relating to the Tender Offer and the Tender Offer not having been terminated, Jefferies International Limited and J.P. Morgan Securities plc, the latter conducting its UK investment banking business as J.P. Morgan Cazenove will purchase, as principals, shares validly tendered under the Tender Offer at the Tender Price. Following completion of those purchases, they will then sell all the relevant shares back to the Company pursuant to an agreement dated today between the Company and the Joint Tender Managers at the Tender Price by way of an on-market transaction on the main market of the London Stock Exchange. The shares which the Company acquires from the Joint Tender Managers will be cancelled or held in treasury.

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.

The difference between the Tender Price paid by the Company in respect of shares successfully tendered in the Tender Offer and the prevailing NAV per share will be used by the Company to pay the costs of the Tender Offer with the balance being retained by the Company for the benefit of remaining shareholders.

The times and dates set out in the expected timetable and mentioned throughout this document may, in certain circumstances, be adjusted by the Board (subject to advice fromJefferies International Limited or J.P. Morgan Cazenove), in which event, details of the new times and dates will be notified, as required, to theLondon Stock Exchangeand, where appropriate, to shareholders and an announcement will be made through aRegulatory Information Service.

All references to times in this announcement are to London time unless otherwise stated.

Fidelity Emerging Markets Limited (LON:FEML) is an investment trust that aims to achieve long-term capital growth from an actively managed portfolio made up primarily of securities and financial instruments providing exposure to emerging markets companies, both listed and unlisted.