AGM Information • Oct 26, 2016
AGM Information
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If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own independent financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser who specialises in advising on the acquisition of shares and other securities.
If you sell or have sold, transferred or otherwise disposed of all of your ordinary shares in the Company, you should pass this document, together with any other accompanying documents (but not the personalised Form of Proxy or Form of Direction) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom or by whom the sale or transfer was made, for delivery to the purchaser or transferee.
This document is not a prospectus but a shareholder circular relating to Fidelity Asian Values PLC prepared in accordance with the Listing Rules of the United Kingdom Listing Authority. It is being sent to you solely for your information in connection with the resolutions to be proposed at the Annual General Meeting of the Company. It does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, purchase, acquire or subscribe for, any security, including in connection with the Bonus Issue.
The Prospectus containing details of the Bonus Issue accompanies this document and will be published on the Company's website on www.fidelityinvestmenttrusts.com. Shareholders will be able to access the Prospectus by clicking on the "Reports and Literature" section of the website.
(Incorporated in England and Wales with company number 3183919 and registered as an investment company under section 833 of the 2006 Act)
This document should be read as a whole. Nevertheless your attention is drawn to the "Chairman's Letter" set out in Part I of this document which contains a recommendation from the Board of the Company that you vote in favour of the Resolutions to be proposed at the AGM referred to below.
This document contains a notice of the Annual General Meeting of the Company to be held at 11.00 a.m. on 2 December 2016 which is set out at the end of this document.
A Form of Proxy for use at the AGM is enclosed with this document. Whether or not you intend to attend the AGM in person, please complete, sign and return the accompanying Form of Proxy in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by the Company's Registrar at Capita Asset Services at PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF to arrive by no later than 11.00 a.m. on 30 November 2016.
Voting Instruction Forms are enclosed for use by individuals who hold some or all of their Ordinary Shares through the Fidelity Platform. To be valid, Voting Instruction Forms must be completed and returned in accordance with the instructions printed thereon to the Company's Registrars, Capita Asset Services at PXS1, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4ZF to arrive by not later than 11.00 a.m. on 25 November 2016.
A list of defined terms used in this Circular is set out at pages 19 to 21 of this Circular.
| FORWARD LOOKING STATEMENTS 3 | |
|---|---|
| PART I: LETTER FROM THE CHAIRMAN 4 | |
| PART II: THE AGM6 | |
| PART III: THE BONUS ISSUE 8 | |
| PART IV: NOTICE OF ANNUAL GENERAL MEETING 13 | |
| PART V: DEFINITIONS 19 |
This document contains forward looking statements including, without limitation, statements containing the words "believes", "estimates", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or similar expressions. Such forward looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, performance or achievement of the Company, or industry results, to be materially different from future results, performance or achievements expressed or implied by such forward looking statements.
Given these uncertainties, Shareholders are cautioned not to place any undue reliance on such forward looking statements. These forward looking statements apply only as at the date of this document. Subject to its legal and regulatory obligations (including under the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules), the Company expressly disclaims any obligations to update or revise any forward looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based unless required to do so by law or by any appropriate regulatory authority, including the FSMA, the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules.
(Incorporated in England and Wales with company number 3183919 and registered as an investment company under section 833 of the 2006 Act)
Kate Bolsover (Chairman) Beech Gate Timothy Scholefield Millfield Lane Philip Smiley Lower Kingswood Grahame Stott Tadworth Michael Warren Surrey KT20 6RP
Directors: Registered Office:
26 October 2016
Dear Shareholder,
We are pleased to be writing to you with details of the 2016 Annual General Meeting ('AGM') of the Company which will be held at 25 Cannon Street, London EC4M 5TA on 2 December 2016 at 11.00 a.m. The formal notice of the AGM is set out on pages 13 to 18 of this document. The doors will open at 10.00 a.m.
Enclosed with this letter is a copy of the Annual Report and Financial Statements for the year ended 31 July 2016. This document can also be found on our website www.fidelityinvestmenttrusts.com.
You will find enclosed with this document a Form of Proxy for use at the AGM. Shareholders, other than Fidelity Platform Investors, are asked to complete and return the Form of Proxy in accordance with the instructions printed thereon to the Company's Registrars, Capita Asset Services, at PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, or deliver them by hand during office hours only to the same address so as to be received as soon as possible and by not later than 11.00 a.m. on 30 November 2016.
Fidelity Platform Investors are requested to complete their Voting Instruction Form(s) and return them to the Company's Registrars, Capita Asset Services at PXS 1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, in accordance with the instructions printed thereon, so as to be received as soon as possible and by not later than 11.00 a.m. on 25 November 2016. The votes of Fidelity Platform Investors who do not return their Voting Instruction Forms will be applied in favour of the resolutions.
Shareholders and Fidelity Platform Investors are requested to complete and return a Form of Proxy, or Voting Instruction Form, as appropriate, whether or not they wish to attend the AGM.
At the AGM, resolutions will be proposed to the shareholders of the Company relating to the items of business set out in Part I of this Circular at pages 6 to 7. The business includes the Resolution relating to the proposed Bonus Issue, a summary of which is set out in Part II of this Circular. A summary of the Bonus Issue is set out in Part III of this Circular and full details are set out in the accompanying Prospectus which should be read in conjunction with this Circular.
The Board is proposing a bonus issue of Subscription Shares to existing Shareholders.
Implementation of the Bonus Issue requires amendments to the Company's Articles of Association to provide for the rights of the Subscription Shares, and for authority to be obtained to allot the Subscription Shares. The Bonus Issue is conditional on the passing of the Resolution to be proposed at the AGM, as well as on the admission of the Subscription Shares to the standard segment of the Official List and to trading on the main market of the London Stock Exchange. The voting intention of the Manager and the recommendation of the Board is set out below. A summary of the proposed Bonus Issue, including the advantages of the same, is set in Part III of this Circular.
Shareholders are reminded that full details of the proposed Bonus Issue are set out in the Prospectus which accompanies this Circular.
Under the Articles, the Company is required to propose a continuation vote as an ordinary resolution at every fifth AGM. If a continuation vote is not passed the Directors are required to convene a general meeting within three months, at which proposals for the winding up or other reconstruction of the Company would be considered.
The last continuation vote took place at the AGM held in 2011 and the next is due at the AGM on 2 December 2016, prior to the issue of the Subscription Shares. There would not therefore be any Subscription Share Rights outstanding at the time of the next continuation vote.
Certain Shareholders have chosen to hold their Existing Ordinary Shares through the Fidelity Platform, which are held by FIL Nominee Shareholdings Limited as nominee. As at 21 October 2016, 10,433,259 Ordinary Shares (representing approximately 15.46% of the issued capital of the Company) were held in this way. Shareholders who hold their Existing Ordinary Shares through the Fidelity Platform are being given the opportunity to vote on the Proposals and will find enclosed a voting instruction form. Where voting instruction forms are not received, the Existing Ordinary Shares will be voted in favour of the Resolutions by FIL Nominee Shareholdings Limited, as directed by Financial Administration Services Limited in line with the terms and conditions of the Platform.
The Board considers that the passing of all of the resolutions is 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 resolutions to be proposed at the Annual General Meeting as they intend to do in respect of their own beneficial holdings.
Shareholders are reminded that the accompanying Prospectus contains full details of the Bonus Issue and the new Articles of Association proposed to be adopted by the Company, which should be referred to for additional information.
Yours faithfully,
Kate Bolsover (Chairman)
At the AGM on 2 December 2016, resolutions will be proposed relating to the items of business set out in the Notice of Meeting on pages 13 to 18 of this Circular, including the items of special business summarised below:
Resolution 11 is an ordinary resolution and provides the Directors with a general authority to allot securities in the Company up to an aggregate nominal value of £843,603. If passed, this resolution will enable the Directors to allot a maximum of 3,374,410 ordinary shares which represents approximately 5% of the issued ordinary share capital of the Company as at 21 October 2016 and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with Treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter. The Directors would not intend to use this power unless they considered that it was in the interests of shareholders to do so. Any shares issued would be at net asset value per share, or at a premium to the net asset value per share.
Resolution 12 is a special resolution disapplying pre-emption rights and granting authority to the Directors, without the need for further specific shareholder approval, to make allotments of equity securities or sale of Treasury shares for cash by way of (a) rights issues, normally on a proportionate basis but where necessary taking into account practical considerations, such as fractions and foreign security laws, and (b) other issues up to an aggregate nominal value of £843,603 (including Treasury shares) (approximately 5% of the issued ordinary share capital of the Company as at 21 October 2016 and equivalent to 3,374,410 ordinary shares).
Resolution 13 is a special resolution which renews the Company's authority to purchase up to 14.99% (10,116,483) of the ordinary shares in issue (excluding shares held in Treasury) on 21 October 2016 either for immediate cancellation or for retention as Treasury shares at the determination of the Directors. Once shares are held in Treasury, the Directors may only dispose of them in accordance with the relevant legislation by subsequently selling the shares for cash or by cancelling the shares. Purchases of ordinary shares will be made at the discretion of the Directors and within guidelines set from time to time by them in light of prevailing market conditions. Purchases will only be made in the market at prices below the prevailing net asset value per share.
Resolution 14 is an ordinary resolution regarding the continuation of the Company as an investment trust for a further five years. The last continuation vote was passed in 2011.
Resolution 15 is a special resolution to approve the proposed terms of a bonus issue, a summary of which is set out in Part III of this Circular. Implementation of the Bonus Issue requires Shareholders to approve the resolution 15 which, if passed, will:
(e) authorise the repurchase of up to 14.99% of the number of Subscription Shares in issue immediately following Admission.
If resolutions 14 and 15 are approved, the New Articles will be adopted. The New Articles will set out the rights attaching to the Subscription Shares, including the exercise rights and subscription price, allotment, adjustment to the rights of the Subscription Shares to take account of changes to the Company's share capital, purchase and transfer and provision for the exercise of the subscription rights. The New Articles will not otherwise vary from the existing Articles (other than minor clarificatory changes).
A full summary of the rights attaching to the Subscription Shares is set out in Part IV of the accompanying Prospectus, and a summary of the Company's current Articles of Association is set out at Part V of the same.
The New Articles will be on display at the registered office of the Company from the date of this Circular until the end of the AGM and at the AGM itself and at 25 Cannon Street, London EC4M 5TA for the duration of the meeting and for at least 15 minutes prior to the meeting.
Further details of the proposed Bonus Issue are provided in Part III of this Circular and full details of the terms of the proposed Bonus Issue are set out in the accompanying Prospectus.
The full text of the resolutions is set out in the Notice of Meeting in Part IV contained on pages 13 to 18.
The Company is proposing to issue Subscription Shares to Qualifying Shareholders on the basis of one Subscription Share for every five Existing Ordinary Shares held on the Record Date, subject to the passing of the resolution 15 as set out in the Notice of the Annual General Meeting in Part IV. The Subscription Shares will be issued by way of a bonus issue to Qualifying Shareholders and will be listed and tradable on the standard segment of the main market for listed securities of the London Stock Exchange. The ISIN of the Subscription Shares is GB00BDQZFV55 and the ticker is FASS.
Each Subscription Share will confer the right (but not the obligation) to subscribe for one Ordinary Share upon exercise of the Subscription Share Rights and on payment of the Subscription Price, as set out below.
The Subscription Share Rights may be exercised on an annual basis by notice to the Company in the 25 Business Days preceding the last business day in November in 2017, 2018 and 2019 after which the Subscription Share Rights will lapse unless a trustee appointed by the Company determines that the net proceeds of sale of the Ordinary Shares that would arise on the exercise of such rights after deduction of all the costs and expenses of sale would exceed the costs of exercise of such rights. In such circumstances, the trustee would either exercise all or some of the outstanding Subscription Share Rights and sell the Ordinary Shares issued on such exercise in the market, or, if it appears to the trustee that doing so is likely to raise greater net proceeds, it may accept any offer available to the Subscription Shareholders for the purchase of all or some of the outstanding Subscription Shares (or the Ordinary Shares resulting from the exercise of the Subscription Share Rights of those Subscription Shares). The net proceeds of any such sale (after deducting the costs of exercising the Subscription Share Rights, if applicable, and any other costs and expenses incurred in relation to such sale) will be remitted to the Subscription Shareholders unless the amount to which a Subscription Shareholder is entitled is less than £5 in which case such sum shall be retained for the benefit of the Company. The Ordinary Shares arising on exercise will be allotted within ten Business Days of the relevant Subscription Date. To be exercised, a notice of exercise must be received by the Registrars no later than 5.00 p.m. on the relevant Subscription Date.
Qualifying Shareholders' entitlements will be assessed against the register of members on the Record Date, which is expected to be 5.00 p.m. on 2 December 2016.
Subscription Shares will rank equally with each other and will not carry the right to receive any dividends from the Company or the right to attend and vote at general meetings of the Company (although the holders of the Subscription Shares have the right to vote in certain circumstances where there is a variation of the rights attached to the Subscription Shares).
The Subscription Price will be equal to the published NAV per Ordinary Share as at 5.00 p.m. on 2 December 2016, plus a premium of the following:
| Premium – Percentage of NAV |
|---|
| 1% |
| 4% |
| 7% |
rounded up to the nearest quarter penny.
The NAV for the purpose of calculating the Subscription Price will be the unaudited value of the Company's assets calculated in accordance with the Company's accounting policies (including revenue items for the current financial year) less all prior charges and other creditors at their fair value (including the costs of the Bonus Issue).
The New Articles provide that the Subscription Price is subject to adjustment upon the occurrence of certain corporate events by or affecting the Company before the last business day in November 2019. The relevant corporate events include consolidations or sub-divisions of share capital, pre-emptive offers of securities to Ordinary Shareholders, takeover offers and the liquidation of the Company. Such adjustments serve to protect either the intrinsic value or the time value of the Subscription Shares or both.
The percentage premium applying upon exercise and the resulting Subscription Price reflect the Board's confidence in the Company's medium to long term prospects and its hope that holders of Subscription Shares will be able to exercise their Subscription Share Rights and acquire Ordinary Shares on favourable terms in the future.
It is expected that an announcement setting out the Subscription Price will be made on 5 December 2016. Fractions of Subscription Shares will not be allotted or issued and entitlements will be rounded down to the nearest whole number of Subscription Shares.
The Directors believe that the Bonus Issue of Subscription Shares will have the following advantages:
The key risks relating to the Ordinary Shares are:
All risks relating to the Ordinary Shares, including those summarised above, will also apply to the Subscription Shares (in so far as they give an entitlement to subscribe for Ordinary Shares). Other key risks relating to the Subscription Shares are:
• Subscription Shares represent a geared investment, so a relatively small movement in the market price of the Ordinary Shares may result in a disproportionately large movement in the market price of the Subscription Shares;
The key risks relating to the Company and its business are:
The key third party risks are:
The key risks relating to the Company's portfolio and its investment strategies are:
The key risks relating to taxation and regulation are:
The issue of the Subscription Shares to persons who have a registered or mailing address in countries outside the EEA may be affected by the law or regulatory requirements of the relevant jurisdiction and, subject to the discretion of the Company to permit contain exceptions, are not being issued to Overseas Shareholders.
The Board will allot any Subscription Shares due under the Bonus Issue to Overseas Shareholders to a market maker who will sell such Subscription Shares promptly at the best price obtainable. The proceeds of sale will be paid to the Overseas Shareholders entitled to them save that entitlements of less than £5 per Overseas Shareholder will be retained by the Company for its own account.
Overseas Shareholders should read the Prospectus and, if they believe that they are entitled to take up Subscription Shares under the Bonus Issue, should contact the Company as soon as possible to discuss the matter.
Any Shareholder who is in any doubt as to his position should consult an appropriate independent professional adviser without delay.
The following statements are based upon current UK tax law and what is understood to be the current practice of HMRC, both of which are subject to change, possibly with retrospective effect. The statements are intended only as a general guide and may not apply to certain Shareholders, such as dealers in securities, insurance companies, collective investment schemes or Shareholders who have (or are deemed to have) acquired their shares by virtue of an office or employment, who may be subject to special rules. They apply only to Shareholders resident and domiciled for UK tax purposes in the UK (except in so far as express reference is made to the treatment of non-UK residents), who hold Shares as an investment rather than trading stock and who are the absolute beneficial owners of those Shares. The attention of Shareholders is also drawn to the summary of United Kingdom tax matters set out in paragraph 12 of Part V of the Prospectus.
The information contained here and in the Prospectus relating to taxation matters is based upon the law and practice currently in force and is subject to changes therein. All Shareholders, and in particular those who are in any doubt about their tax position, or who are resident, domiciled or otherwise subject to taxation in a jurisdiction outside the UK, should consult their own professional advisers on the potential tax consequences of holding, transferring or otherwise disposing of Subscription Shares or exercising the Subscription Share Rights under the laws of their country and/or state of citizenship, domicile or residence.
For the purposes of United Kingdom capital gains tax and corporation tax on chargeable gains ("CGT"), the receipt of the Subscription Shares arising from the Bonus Issue will be a re-organisation of the share capital of the Company. Accordingly, the Subscription Shares will be treated as the same asset as the Shareholder's holding of Ordinary Shares and as having been acquired at the same time as the Shareholder's holding of Ordinary Shares was acquired. As a result of the Bonus Issue the Shareholder's original base cost in his or her Ordinary Shares will be apportioned between his or her Ordinary Shares and the Subscription Shares by reference to their respective market values on the day on which the Subscription Shares are admitted to trading on the London Stock Exchange's market for listed securities. That is to say, the base cost of such a Shareholder's Ordinary Shares is deemed to be the actual base cost to the Shareholder of those Ordinary Shares multiplied by a fraction whose numerator is A and whose denominator is (A+B), where A is the market value of the Ordinary Shares on the day on which the Subscription Shares are admitted to trading, and B is the market value of the Subscription Shares on the same date. The base cost of the Subscription Shares is deemed to be the actual base cost of the Ordinary Shares less the deemed base cost of the Ordinary Shares calculated as described above. On the exercise of the right to convert any Subscription Shares into Ordinary Shares, the Ordinary Shares issued pursuant to the Subscription Share Rights will be treated as the same asset as the Subscription Shares in respect of which the Subscription Share Rights are exercised. The base cost of each such Ordinary Share will be the deemed base cost of the Subscription Share that it replaces, calculated as described above, plus the applicable Subscription Price.
Shareholders should note that the Subscription Shares are qualifying investments for an ISA and will constitute permitted investments for the purposes of a SIPP. The exercise of Subscription Share Rights may affect the annual subscription limit available for further investment into an ISA in the relevant year. Shareholders who are in any doubt about their tax position or who may be subject to tax in a jurisdiction other than the United Kingdom should consult their professional adviser.
The Company's expenses in connection with the Bonus Issue are estimated to amount to approximately £211,500 (inclusive of VAT). These expenses will be borne by the Company and have been taken into account when calculating the Subscription Price.
Although there can be no certainty as to whether any or all of the Subscription Share Rights will be exercised, if the Bonus Issue proceeds and all of the Subscription Share Rights are exercised, the net proceeds that could arise on such exercise would be between approximately £53.7 million (with a 1% premium to NAV) and £56.9 million (with a 7% premium to NAV), based on a NAV of 393.55 pence on 21 October 2016 (being the latest practicable date prior to the publication of the Prospectus) and assuming 13,497,642 Subscription Shares are issued pursuant to the Bonus Issue. It should be noted, however, that the Subscription Price will be calculated as at the Record Date and therefore the above figures are illustrative only.
The Subscription Shares will be a qualifying investment for an ISA and shall constitute permitted investments for SIPPs, including qualifying to be held through the Fidelity Platform. The Subscription Shares acquired pursuant to the Bonus Issue are expected to be eligible for inclusion in SIPPs and SSASs, although this should be confirmed independently by Shareholders with their professional tax or financial advisers after taking into account the rules of their scheme.
If you are in any doubt as to the action you should take, you should immediately consult an independent financial adviser authorised under FSMA.
Incorporated and registered in England and Wales with company number 3183919 Terms defined in the Prospectus of the Company dated 26 October 2016 ("Prospectus") and not otherwise defined in this Notice of Annual General Meeting will bear the same meaning in this Notice of Annual General Meeting.
Notice is hereby given that a General Meeting (the "Meeting") of Fidelity Asian Values PLC (the "Company") will be held at 25 Cannon Street, London EC4M 5TA on 2 December 2016 at 11.00 a.m. for the following purposes:
To consider and, if thought fit, to pass the following special business resolutions which will be proposed, in the case of Resolutions 11 and 14 as ordinary resolutions and in the case of Resolutions 12 and 13 as special resolutions.
Resolutions 11 and 12 will, if approved, authorise the Directors to allot a limited number of new ordinary shares (or sell any ordinary shares which the Company elects to hold in Treasury) for cash without first offering such shares to existing ordinary shareholders pro rata to their existing holdings. The limit set by the Board is 5% of the number of ordinary shares of the Company in issue on 21 October 2016. The Directors will only issue new ordinary shares, or dispose of ordinary shares held in Treasury, under this authority to take advantage of opportunities in the market as they arise and only if they believe it is advantageous to the Company's shareholders to do so. Any ordinary shares held in Treasury would only be re-issued at a premium to net asset value per share. This would ensure that the net effect of repurchasing and then re-issuing the ordinary shares would enhance NAV per share.
THAT the Directors be and they are hereby generally and unconditionally authorised in accordance with Section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company ("relevant securities") up to an aggregate nominal amount of £843,603 (approximately 5% of the aggregate nominal amount of the issued ordinary share capital of the Company as at 21 October 2016) and so that the Directors may impose any limits or restrictions and make any arrangements which they consider necessary or appropriate to deal with Treasury shares, fractional entitlements, record dates, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter, such authority to expire at the conclusion of the next Annual General Meeting of the Company or the date 15 months after the passing of this resolution, whichever is the earlier, but so that this authority shall allow the Company to make offers or agreements before the expiry of this authority which would or might require relevant securities to be allotted after such expiry as if the authority conferred by this resolution had not expired. All previous unexpired authorities are revoked, but without prejudice to any allotment of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.
and this power shall expire at the conclusion of the next Annual General Meeting of the Company or the date 15 months after the passing of this resolution, whichever is the earlier, save that this authority shall allow the Company to make offers or agreements before the expiry of this authority, and the Directors may allot equity securities in relation to such an offer or agreement as if the authority conferred by this resolution had not expired.
Resolution 13 is a special resolution which, if approved, will renew the Company's authority to purchase up to 14.99% of the number of ordinary shares in issue (excluding Treasury shares) on 21 October 2016 for immediate cancellation or for retention as Treasury shares, at the determination of the Board. Once shares are held in treasury, the Directors may only dispose of them in accordance with the relevant legislation by subsequently selling the shares for cash or cancelling the shares. Purchases of ordinary shares will be at the discretion of the Board and within guidelines set from time to time by the Board in the light of prevailing market conditions. Purchases will only be made in the market at prices below the prevailing net asset value per share, thereby resulting in an increase in net asset value per share.
Resolution 14 is an ordinary resolution which relates to the continuation of the Company.
Resolution 15 is a special resolution which relates to the Bonus Issue.
(d) the Directors be and are hereby empowered to capitalise any part of the amount then standing to the credit of any of the share premium account, the capital redemption reserve and any other applicable reserve otherwise available for the purpose of paying up in full at par up to 13,497,642 Subscription Shares to be issued pursuant to the Bonus Issue, such shares to be allotted and distributed credited as fully paid up to and among holders of Ordinary Shares in the proportion of one new Subscription Share for every five Ordinary Shares held (fractions of a Subscription Share being ignored) and, to the extent necessary, paying up in full any Ordinary Shares to be allotted in accordance with the provisions of the New Articles of the Company as adopted by sub-paragraph (A) of this Resolution relating to the exercise of rights attaching to the Subscription Shares and any additional Subscription Shares required to be issued to holders of Subscription Shares in accordance with the rights attaching to the Subscription Shares;
(e) any consolidation, sub-division or redemption of share capital required in the opinion of the Directors to give effect to the rights of the holders of Subscription Shares be hereby approved;
FIL Investments International Secretary
Date: 26 October 2016
Registered Office: Beech Gate
Millfield Lane Lower Kingswood Tadworth Surrey KT20 6RP
Note: Please see the Shareholder Information section on pages 63 and 64 of the Annual Report and Financial Statements for contact details if you have any queries. Please note that shareholders may not use any electronic address provided in either this notice or any related documents (including the Proxy Form) to communicate with the Company for any purposes other than those expressly stated. Shareholders may not use any telephone number set out in this document for the purpose of lodging instructions for the Annual General Meeting. Similarly the Company's website at www.fidelityinvestmenttrusts.com may not be used to send documents or instructions for the Annual General Meeting.
Registered office: Beech Gate, Millfield Lane, Lower Kingswood, Tadworth, Surrey KT20 6RP.
In this Circular the words and expression listed below have the meanings set out opposite them, except:
| 2006 Act | the Companies Act 2006 |
|---|---|
| Admission | the admission of the Subscription Shares (i) to the standard segment of the Official List and (ii) to trading on the London Stock Exchange's main market for listed securities becoming effective in accordance with the Listing Rules and the admission and disclosure standards of the London Stock Exchange for securities admitted or seeking to be admitted to trading, as amended from time to time |
| AGM | The AGM convened for 2 December 2016 at 25 Cannon Street, London EC4M 5TA or any adjournment thereof |
| Articles | the Articles of Association of the Company, as amended from time to time |
| Auditor | Ernst & Young LLP |
| Board | the Board of Directors of the Company or any duly constituted committee thereof |
| Bonus Issue | the issue to Qualifying Shareholders of Subscription Shares on the basis of one Subscription Share for every five Existing Ordinary Shares held |
| Business Day | any day on which banks are open for business in London (excluding Saturdays, Sundays and public holidays) |
| Capita Asset Services | a trading name of the Registrars |
| Chairman | the Chairman of the Company |
| Company | Fidelity Asian Values PLC |
| CREST | the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the Uncertificated Securities Regulations |
| Custodian | JPMorgan Chase Bank, NA (London Branch) (formerly The Chase Manhattan Bank) |
| Directors | the directors of the Company |
| Disclosure and Transparency Rules |
the disclosure rules made by the FCA under Part VI of the FSMA |
| EEA | the European Economic Area |
| Euroclear | Euroclear UK & Ireland Limited, being the operator of CREST |
| Existing Ordinary Shares | the Ordinary Shares in issue on the Record Date |
| Fair Value | the fair value is the best measure of the realisable value of the investments, including derivatives, at a point in time |
| Fidelity Platform | the platform maintained by Fidelity within which Fidelity ISA, Fidelity SIPP and Fidelity General Investment Account Shares are held |
| Fidelity Platform Investors | investors in Fidelity ISAs, Fidelity SIPPs and Fidelity General Investment Accounts within the Fidelity Platform |
|---|---|
| Financial Conduct Authority or FCA |
Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part IV of FSMA or any successor authority |
| FISL | FIL Investment Services (UK) Limited |
| Form of Proxy | the form of proxy accompanying the Circular for use in connection with the Annual General Meeting by Shareholders |
| FSMA | the Financial Services and Markets Act 2000 |
| Global Custody Agreement | the agreement between the Company, FISL, J.P. Morgan Europe Limited and the Custodian dated 22 July 2014 |
| Gross Asset Exposure | a measure of the Company's total equity exposure. It is calculated as the sum of all long exposures, after taking account of hedging positions and the absolute value of all short exposures |
| Gross Assets | the Company's net assets plus borrowings |
| HMRC | HM Revenue & Customs |
| Investment Policy | the investment policy of the Company as determined by the Directors from time to time and published in the Company's annual report and financial statements |
| ISA | an individual savings account maintained in accordance with the UK Individual Savings Account Regulations 1998 (as amended from time to time) |
| Listing Rules | the listing rules issued by the UK Listing Authority |
| London Stock Exchange | London Stock Exchange plc |
| Manager | FIL Investments International |
| NAV | net asset value as calculated in accordance with the Company's accounting policies and the Articles or the value of the net assets per Ordinary Share, as the context requires |
| New Articles | the Articles of Association of the Company as proposed to be adopted at the Annual General Meeting |
| Notice of Annual General Meeting |
the notice of the AGM which is set out in the Circular |
| Official List | Official List maintained by the UK Listing Authority |
| Ordinary Share or Shares | an ordinary share of 25 pence each in the capital of the Company with ticker: FAS and ISIN: GB0003322319 |
| Ordinary Shareholders | a holder of Ordinary Shares |
| Overseas Shareholders | Shareholders who are resident in territories outside the EEA |
| Prospectus | this document |
| Prospectus Rules | the rules and regulations made by the FCA under Part V of the FSMA (as amended from time to time) |
| Qualifying Shareholders | Shareholders whose names are entered on the Register at the close of business on the Record Date |
|---|---|
| Record Date | the date on which Qualifying Shareholders' entitlements to the Bonus Issue will be assessed against the Register, expected to be 5.00 p.m. on 2 December 2016 |
| Register | the register of members of the Company |
| Registrars | Capita Registrars Limited |
| Regulatory Information Service a service authorised by the UK Listing Authority to release regulatory announcements to the London Stock Exchange |
|
| Resolution | the special resolution to be proposed at the General Meeting relating to the Bonus Issue and the adoption of the New Articles |
| Restricted Shareholders | Overseas Shareholders who do not satisfy the Company that they may lawfully participate in the Bonus Issue |
| Secretary | FIL Investments International |
| Shareholder | an Ordinary Shareholder and/or a holder of Subscription Shares, as the context requires |
| Shares | the Ordinary Shares and/or the Subscription Shares, as the context requires |
| SIPP | self invested personal pension |
| SSAS | small self-administered pension scheme |
| Subscription Date | any date on which the exercise of Subscription Share Rights can take effect, being the last Business Day of November in 2017, 2018 and 2019 |
| Subscription Price | the price at which the Subscription Share Rights are exercised in accordance with the rights attaching to the Subscription Shares (and subject to adjustment in accordance with those rights) |
| Subscription Shareholders | holders of Subscription Shares |
| Subscription Share Rights | the right conferred by each Subscription Share to subscribe for one Ordinary Share as detailed in Part IV of this Prospectus and contained in the New Articles |
| Subscription Shares | the subscription shares of 0.001 pence each in the capital of the Company with Ticker: FASS and ISIN: GB00BDQZFV55 to be issued pursuant to the Bonus Issue |
| UK or United Kingdom | the United Kingdom of Great Britain and Northern Ireland |
| UK Listing Authority | the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of admissions to the Official List |
| Uncertificated Securities Regulations |
the Uncertificated Securities Regulations 2001 |
| VAT | UK value added tax |
| Voting Instruction Form | the voting instruction form provided accompanying the Circular for use in connection with the Annual General Meeting by Fidelity Investors. |
Park Communications 26971.10
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