ABERDEEN NEW THAI INVESTMENT TRUST PLC
Proposed Bonus Issue of Subscription Shares
3 November 2009
Introduction
The Board of Aberdeen New Thai Investment Trust plc (the "Company") announced on 21 September 2009 that it was considering proposals for a bonus issue of Subscription Shares to existing Shareholders. A prospectus (the "Prospectus") has been published and sent to Shareholders today which contains details of the Bonus Issue and describes certain changes that the Board proposes are made to the Company's Articles of Association in order to implement both the Bonus Issue and certain amendments required as a result of the Companies Act 2006 (the "2006 Act").
Implementation of the Bonus Issue (including obtaining authority to allot the Subscription Shares) and the revision to the Company's Articles are conditional on the passing of the Special Resolutions to be proposed at the General Meeting of the Company to be held on 30 November 2009. The notice convening the General Meeting is set out in the Prospectus. In addition, the Bonus Issue is conditional on the admission of the Subscription Shares to the Official List and to trading on the Main Market of the London Stock Exchange.
Background
The Company is a UK investment trust company, incorporated on 1 December 1989. The Company's investment objective is to provide Shareholders with a high level of long-term, above average, capital growth through investment in Thailand. The Company's investment policy is to invest in a diversified portfolio of securities (substantially in the form of equities or equity-related securities such as convertible securities and warrants) in companies spread across a range of industries which are quoted on the Stock Exchange of Thailand (the "SET"). As at 28 October 2009 (being the latest practicable date prior to publication of the Prospectus) the Company had gross assets of £37.7 million, and net assets of £35.7 million.
The Proposals
Bonus Issue of Subscription Shares
The Company is proposing to issue Subscription Shares, subject to the approval by Shareholders of the Resolutions to be proposed at the General Meeting. If the Resolutions are passed, Qualifying Shareholders will each receive, without payment, one Subscription Share for every five Ordinary Shares held by them on the Record Date being 30 November 2009. Fractions of Subscription Shares will not be allotted or issued and entitlements will be rounded down to the nearest whole number of Subscription Shares.
Each Subscription Share will confer the right, but not the obligation, to subscribe for one Ordinary Share on any Subscription Date, being the final day in any calendar month (and, if that day is not a Business Day, on the previous Business Day) from and including 31 January 2010 to 31 January 2013. The Subscription Price will be payable upon the exercise of a Subscription Right, which will be the unaudited Net Asset Value per Share as at the Calculation Date, plus a percentage premium of 1 per cent., rounded up to the nearest whole penny. Any Subscription Rights not exercised on or before 31 January 2013 shall lapse and the Subscription Shares will have no value to holders after that date.
The NAV for the purpose of calculating the Subscription Price will be the unaudited NAV of the Company calculated as at close of business on the Calculation Date 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 proceeds from any issue of Ordinary Shares which are subscribed following the exercise of Subscription Rights will be applied in accordance with the Investment Policy.
It is expected that the Subscription Price will be announced via a Regulatory Information Service on 1 December 2009.
Notice of exercise of Subscription Rights may be given on any Business Day in the 10 days preceding each of the Subscription Dates and, subject to Admission, the Ordinary Shares arising on subscription will be allotted within 14 days of the relevant Subscription Date.
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 or vote at general meetings. The Ordinary Shares resulting from the exercise of the Subscription Rights will rank pari passu with the Ordinary Shares in issue.
Adoption of new Articles of Association
The rights attaching to the Subscription Shares are set out in the Company's proposed new articles of association. In order to implement the Bonus Issue, the New Articles will need to be adopted. The Company is therefore proposing to adopt New Articles at the General Meeting which will also make certain changes to reflect the implementation of the final parts of the 2006 Act (including changes introduced by the Companies (Shareholder Rights) Regulations 2009). The law in relation to companies has been undergoing a number of changes since the introduction of new companies' legislation in the United Kingdom in 2006. The changes have been introduced in stages, the majority of which the Company took steps to take advantage of or exclude, as the case may be, at its annual general meeting in 2008. The final parts of the 2006 Act came into force on 1 October 2009. In light of the need to amend the Existing Articles, the Board has taken the view that the New Articles should also contain any changes required to implement the final parts of the 2006 Act. In all other respects, the New Articles will be the same as the Existing Articles.
Both the Existing Articles and the New Articles showing all the changes contained in the New Articles will be available for inspection at the registered office of the Company and at the offices of Maclay Murray & Spens LLP, One London Wall, London, EC2Y 5AB from today until the end of the General Meeting and at the General Meeting itself for the duration of the meeting and for at least 15 minutes prior to the start of the meeting.
Capitalisation of reserves
If the Proposals and Resolutions are passed, the Company will fund the issue of Subscription Shares by the capitalisation of up to the amount then standing to the credit of the Company's share premium account or capital redemption reserve or any reserve (other than the profit and loss account) otherwise available for the purpose in order to pay up the nominal price (1 penny) of each Subscription Share issued under the Bonus Issue (being up to £36,191 in aggregate). The Proposals also authorise directors to capitalise certain reserves upon the issue of new Ordinary Shares following the exercise of Subscription Rights (being a maximum of £904,771 in aggregate) or for the issue of further Subscription Shares which may be necessary from time to time in accordance with the Subscription Rights. Accordingly, Resolution 2 to be proposed at the General Meeting includes the authorisation of such capitalisation.
Authority to repurchase Subscription Shares
In order to be able to buy in Subscription Shares, Shareholders' approval is also being sought to give the Board authority to allow the Company to repurchase up to 14.99 per cent. of the Subscription Share capital in issue following completion of the Bonus Issue (such authority expiring 18 months following the passing of the Resolutions unless such authority is renewed at the Company's annual general meeting in 2010 or at any other general meeting held prior to that time). Repurchases of Subscription Shares will be made at the discretion of the Board and will only be made when market conditions are considered by the Board to be appropriate and in accordance with the Listing Rules. Repurchases will only be made when they result in an increase in the fully diluted Net Asset Value per Ordinary Share. Any Subscription Shares repurchased by the Company will be cancelled and will not be held in treasury for resale. It is the intention of the Board to seek to renew this authority every year.
Benefits of the Bonus Issue
The Directors believe that the Bonus Issue of Subscription Shares is a favourable method of increasing the funds available to the Company to invest in appropriate investments and assist in the growth of the investment portfolio of the Company. The issue should also have the following benefits:
Qualifying Shareholders will receive securities which give them the right to subscribe for Ordinary Shares at a predetermined price, which should represent an attractive way for investors to participate in any future growth in the Company;
Qualifying Shareholders will receive securities with a monetary value that may be traded in a similar fashion to their existing Ordinary Shares or which give them the right to subscribe for Ordinary Shares on payment of the Subscription Price;
on exercise of any Subscription Rights, the assets of the Company will increase which should result in a reduction in the total expense ratio as operating costs will be spread across a larger number of Ordinary Shares;
following the exercise of any Subscription Rights, the Company will have an increased number of Ordinary Shares in issue, which may in due course improve the liquidity in the market for its Ordinary Shares; and
Qualifying Shareholders will receive securities which are qualifying investments for the stocks and shares components of an ISA and permitted investments for the purposes of a SIPP.
Admission and dealings
Application has been made to the UK Listing Authority for the Subscription Shares to be admitted to the Official List and to the London Stock Exchange for the Subscription Shares to be admitted to trading on its Main Market. It is expected that Admission will occur, and that dealings will commence at 8.00 a.m. on 2 December 2009.
The Subscription Shares will be in registered form and may be issued either in certificated or uncertificated form. No temporary documents of title will be issued. Pending despatch of definitive certificates, transfers of Subscription Shares in certificated form will be certified against the Register. All documents or remittances will be sent through the post at the risk of the Shareholder.
It is expected that CREST accounts will be credited with Subscription Shares on 2 December 2009 for Shareholders holding Shares in uncertificated form, and that share certificates for Subscription Shares will be despatched to Shareholders holding Shares in certificated form no later than the week commencing 7 December 2009.
On Admission, the Subscription Shares will confer rights to subscribe for new Ordinary Shares representing, in aggregate, up to 20 per cent. of the currently issued Ordinary Share capital of the Company.
Conditions
The Bonus Issue is conditional upon the Resolutions being passed by Ordinary Shareholders at the General Meeting.
General Meeting
Both the Bonus Issue and the adoption of New Articles are conditional upon the approval of Shareholders at the General Meeting at which the following resolutions will be proposed, each as a special resolution:
Resolution 1 proposes that the Existing Articles be amended to remove the provisions of the Company's Memorandum of Association which are deemed incorporated into it under the 2006 Act and accordingly to adopt the New Articles which also set out all of the Subscription Rights and reflect changes in the law brought in by the 2006 Act.
Resolution 2 is subject to the passing of resolution 1 and to the UKLA agreeing to list the Subscription Shares, and seeks to do the following:
to authorise the Directors to (i) allot the Subscription Shares pursuant to the Bonus Issue up to a maximum nominal amount of up to £36,191 and (ii) grant the right to subscribe for Ordinary Shares conferred by the Subscription Shares up to a maximum nominal amount of £904,771. This authorisation is in addition to the Directors' existing authority and power to allot Ordinary Shares and will expire at the conclusion of the Company's Annual General Meeting in 2010;
to disapply statutory pre-emption rights in connection with the allotment and issue of Subscription Shares and the grant of the right to subscribe for Ordinary Shares conferred by the Subscription Rights. This authorisation is in addition to the Directors' existing authority to disapply pre-emption in relation to the issue of equity securities and will expire at the conclusion of the Company's Annual General Meeting to be held in 2010;
to capitalise any part of the amount then standing to the credit of any of the share premium account or the capital redemption reserve or any reserve (other than the profit and loss account) of the Company and to apply the same in paying up at par the Subscription Shares for the purposes of the Bonus Issue;
to authorise the capitalisation of any reserve amount of the Company available for distribution in
to approve any consolidation, sub-division or redemption of share capital required to give effect to the Subscription Rights; and
to grant authority to the Company to purchase through the market up to 14.99 per cent. of the Subscription Shares issued pursuant to the Bonus Issue.
The Board is recommending Shareholders vote in favour of the Resolutions to be proposed at the General Meeting.
In order to be passed, a special resolution requires at least 75 per cent. of the votes cast to be in favour of it.
The General Meeting will be held at One Bow Churchyard, Cheapside, London EC4M 9HH. The notice convening the General Meeting is set out in Part 10 of the Prospectus.
Overseas Shareholders
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. Accordingly, Overseas Shareholders resident in a Restricted Territory will not be Qualifying Shareholders for the purposes of the Bonus Issue and any Subscription Shares (excluding fractions) due to Excluded Overseas Shareholders will be allotted to a market maker who will sell such Subscription Shares promptly at the best price obtainable. The proceeds of sale will be paid to such Excluded Overseas Shareholders, save that entitlements of less than £5 per Excluded Overseas Shareholder will be retained by the Company for its own account.
Notwithstanding any other provision of the Prospectus the Company reserves the right to permit any Excluded Overseas Shareholder to take up Subscription Shares under the Bonus Issue if the Company, in its sole and absolute discretion, is satisfied at any time prior to the Record Date that the issue of Subscription Shares to such holder is exempted from, or not subject to, the legislation restrictions or regulations in the relevant Restricted Territory.
The Subscription Shares are only being offered and sold outside the United States to non-US Persons in reliance on Regulation S under the US Securities Act and are not being offered or sold to, and are not capable of acceptance in the United States or by US Persons (as defined in Regulation S under the US Securities Act).
Publication of the Prospectus
Three copies of the Prospectus dated 3 November 2009 and the proxy form have been submitted to the UK Listing Authority and will be available for inspection at the UK Listing Authority's Document Viewing Facility situated at:
Financial Services Authority
25 The North Colonnade
Canary Wharf
London E14 5HS
Capitalised terms in this announcement shall have the same meaning as ascribed to them in the Company's prospectus dated 3 November 2009.
For further information please contact:
Aberdeen New Thai Investment Trust plc
Gary Jones 020 7463 6000
Stuart Reid 0131 528 4000
Collins Stewart
Andrew Zychowski 020 7523 8000
Robbie Robertson
Lucy Lewis
Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor to Aberdeen New Thai Investment Trust plc and is acting for no-one else in connection with the Bonus Issue 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 Collins Stewart Europe Limited nor for providing advice in connection with the Bonus Issue and the contents of this announcement or any other matter referred to herein. Collins Stewart Europe Limited is not responsible for the contents of this announcement. This does not exclude or limit any responsibilities which Collins Stewart Europe Limited may have under the Financial Services and Markets Act 2000 or the regulatory regime established thereunder.
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