GVA Govett Asian

RNS Number:4160M
Govett Asian SmallerCo'sInv.Tst Ld
31 October 2001

Govett Asian Smaller Companies Investment Trust Limited (the "Company")

Proposals for the reconstruction of the Company

The Board of Govett Asian Smaller Companies Investment Trust Limited announces
that it will today post to shareholders a circular convening an extraordinary
general meeting to consider recommended proposals for the reconstruction of
the Company.

Introduction

The Board announced on 24 August 2001 that it had received a requisition from
Charlemagne Capital Limited, holding not less than one tenth of the issued
share capital, requesting that the Directors convene an extraordinary general
meeting of the Company. In its discussions with Shareholders, it was clear to
the Board that certain Shareholders, in addition to Charlemagne Capital
Limited, wished to have the flexibility to be able to exit from their
investment in the Company. Accordingly, the Board announced on 18 September
2001 that it would put forward recommended proposals for the reconstruction of
the Company.

The proposals include an option for Shareholders to elect to continue their
investment in Asian stock markets through a Govett-managed open-ended fund and
/or to elect to receive units in a money market fund through which a cash exit
may be achieved. The Board also announced on 18 September 2001 that the
requisition from Charlemagne Capital Limited had been withdrawn.

Outline of the Proposals

The Proposals provide for the Company to be put into liquidation and for its
assets (after providing for the costs of implementing the Proposals and the
cash entitlement of the Restricted Holders) to be transferred to two successor
vehicles in accordance with Shareholders' elections. The Proposals are
designed to offer Ordinary Shareholders:


  * the means to maintain their investment exposure in the Asia Pacific
    region; or

  * a cash exit (through units in a money market fund) for those investors
    who may wish to reduce their exposure to the Asia Pacific region;

or a combination of the above.

Benefits of the Proposals

The Board considers that the Proposals provide a number of benefits as:


  * they enable Shareholders who elect for GAPF Shares to invest, without
    incurring reinvestment costs or an initial charge, in shares in Govett
    Asia Pacific Fund, a sub-fund of an open-ended investment company, whose
    shares are valued daily and can normally be sold at a price which closely
    reflects their net asset value;

  * GAPF has a similar investment mandate to the Company and is managed by
    the same managers as the Company;

  * they offer greater choice and more flexibility to Shareholders than if
    the Company were simply wound up, as they enable Shareholders to elect to
    continue their investment in the Asia Pacific region or to realise their
    investment for cash through GMMF; and

  * they offer Shareholders a cash exit through GMMF in relation to part of
    or all of their investment at close to net asset value.

Options Available under the Proposals

Shareholders will be able to exchange their Ordinary Shares for shares or
units in one or more of the following:


  * Govett Asia Pacific Fund


    GAPF is a sub-fund of Govett General Funds (an unlisted UK authorised
    open-ended investment company). GAPF's investment objective is to achieve
    capital growth through investment in a range of different markets (apart
    from Japan) in Asia and the Pacific Region. No initial charge will be
    incurred on GAPF Shares issued under the Scheme.


  * Govett Money Market Fund


    GMMF is an unlisted UK authorised unit trust, whose investment objective
    is to provide income with capital security in sterling. Its policy is to
    earn income at rates closely related to those prevailing in money markets,
    with limited risk to capital, by investing in cash and near cash
    instruments. Shareholders will be able to redeem GMMF Units for cash. No
    initial or redemption charge will be incurred in relation to the issue or
    redemption of GMMF Units issued under the Scheme.

Considerations for Ordinary Shareholders

The choice between the options under the Proposals is a matter for each
Shareholder and will be influenced by individual investment objectives and
financial and tax circumstances.

In general, however:


  * those Shareholders who wish to continue to be invested in the Asia
    Pacific region but in the form of an investment in an open-ended vehicle
    with a similar objective to that of the Company should consider electing
    for GAPF Shares;

  * those Shareholders who would prefer not to roll their investment into
    GAPF should consider electing for GMMF Units.

Shareholders considering electing for GAPF Shares should note the following
differences between the Company and the GAPF:


  * a different investment focus - GAPF may invest in companies of all sizes
    compared with the smaller company restriction of the Company;

  * GAPF Shares are traded daily and may be redeemed at close to net asset
    value;

  * the shares in GAPF offered under the Proposal are accumulation shares
    which will not carry any right to dividends with any income accruing being
    automatically reinvested.

Financial Effects of the Proposals

As at 26 October 2001 the Company's net assets were approximately #24.52
million, equivalent to approximately 93.41 pence per Ordinary Share (as
announced on 29 October 2001). It is estimated that the direct costs of the
Proposals, which will be borne pro rata by all Shareholders irrespective of
the election(s) they make, will absorb approximately 3.30 pence per Ordinary
Share, including 0.32 pence per Share for the termination payment due to the
Manager in accordance with the terms of the Management Agreement. The
Directors currently estimate that Shareholders will receive approximately
95.52 per cent. of net asset value in the form of either GAPF Shares, GMMF
Units or cash (in the case of Restricted Holders), after taking account of the
costs of the Proposals, including a provision of #100,000 for the Liquidation
Fund. A provision of #231,000 in respect of two unquoted investments that are
not immediately realisable will be appropriated to the Liquidation Fund. If
any value for unquoted investments is realised, the Liquidators will
distribute the proceeds in one or more cash distributions to Shareholders on
the register on the Effective Date.

Management Agreement

Subject to the Scheme becoming effective, the Manager and the Company have
agreed that the Management Agreement will terminate on the Effective Date.
Pursuant to the Termination Agreement, the Manager and the Company have agreed
that, subject to the Scheme becoming effective on the Effective Date, the 6
month notice period and thus compensation payable under the Management
Agreement will be deemed to have commenced on 4 September 2001. Based on the
net asset value of the Company as at 26 October 2001, and on the basis that
the timetable proceeds as expected, such payment will amount to approximately
#84,600.

Dividends

To preserve the Company's status as an approved investment trust for taxation
purposes under section 842 of the Income and Corporation Taxes Act 1988 for
the period from 1 January 2001 to immediately before the Company goes into
liquidation, the Company may be required to pay a dividend to Shareholders.
The Directors do not currently expect to pay a dividend to Shareholders.



EXPECTED TIMETABLE

Expected Timetable of Events                         2001

Record Date for entitlements under the Proposals     27 November

Latest date for receipt of Forms of Proxy            3.00 p.m. on 27 November

Latest time for receipt of Forms of Election         5.00 p.m. on 27
November

Register of members closed                           5.00 p.m. on 27 November

Extraordinary General Meeting                        3.00 p.m. on 29 November

Register of members in respect of Reclassified

Shares opens                                         7 December

Dealings in Reclassified Shares commence             8.00 a.m. on 7 December

Calculation Date                                     12 noon on 10 December

Dealings in Reclassified Shares suspended            8.00 a.m. on 11 December

Effective Date                                       11 December

GAPF Shares and GMMF Units issued                    11 December

Despatch of confirmations of entitlement for
GMMF Units (except to Shareholders who
requested redemption on their Form of Election)      14 December

Despatch of confirmations of entitlement to
GAPF Shares                                         14 December

Despatch of cheques or CHAPS payments made to Restricted
Holders                                             14 December

Despatch of cheques or CHAPS payments made in respect of
redemptions of GMMF Units requested on the Forms of Election
and corresponding contract notes                    14 December



Enquiries

Peter Robertson                     01672 811535
Chairman, Govett Asian Smaller Companies Investment Trust Limited

Noel McEvoy                     020 7378 7979
Govett Investment Management Limited

Angus Gordon Lennox                020 7588 2828
Cazenove & Co. Ltd

Govett Asian (LSE:GVA)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024

Govett Asian (LSE:GVA)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024