Invesco Asia Trust Plc - Results of Scheme, Issue of New Shares and Change of Ticker
PR Newswire
LONDON, United Kingdom, February 13
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA OR IN ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL.
This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in any jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
Legal Identity Identifier: 549300YM9USHRKIET173
13 February 2025
Invesco Asia Trust plc
Combination with Asia Dragon Trust plc
Results of Scheme, Issue of New Shares and Change of Ticker to IAD
Results of Scheme
In connection with the combination of the assets of the Company with the assets of Asia Dragon Trust plc ("Asia Dragon" or "DGN") which was approved by Asia Dragon Shareholders earlier today, the Board of Invesco Asia Trust plc (the "Company" or "IAT") is pleased to announce that the Company will acquire approximately £544 million of assets from DGN in consideration for the issue of 142,619,864 New Shares to Asia Dragon Shareholders in accordance with the Scheme.
The number of New Shares to be issued was calculated based on an IAT FAV per Share of 381.343834 pence and a DGN FAV per Share of 464.180111 pence, producing a conversion ratio of approximately 1.217222 New Shares for every Asia Dragon Share rolling over, each calculated in accordance with the Scheme. As set out in the shareholder circular published by the Company on 18 December 2024 (the "Circular"), fractions of New Shares arising as a result of the conversion ratio will not be issued under the Scheme and entitlements to such New Shares will be rounded down to the nearest whole number.
Issue of New Shares
Applications have been made for the 142,619,864 New Shares to be admitted to listing on the closed-ended investment funds category of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission"). It is expected that Admission will take place at 8.00am on 14 February 2025.
Following the issue of the New Shares noted above, the Company's share capital will consist of 217,619,745 Ordinary Shares, of which 10,468,594 Ordinary Shares are held in treasury. Each Ordinary Share (other than an Ordinary Share held in treasury) is entitled to one voting right. Therefore, the total number of voting rights in the Company will be 207,151,151.
The figure of 207,151,151 Ordinary Shares may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in voting rights, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules.
Excluded Asia Dragon Shareholders
As set out in the prospectus published by the Company on 18 December 2024 (the "Prospectus"), New Shares which would otherwise be issued to an Overseas Asia Dragon Shareholder that constitutes an "Excluded Asia Dragon Shareholder" (as defined in the Prospectus), will instead be allotted to the Liquidators as nominees on behalf of such Excluded Asia Dragon Shareholder who will arrange for such shares to be sold in the market. The net proceeds of such sales (being after deduction of any costs incurred in effecting such sale) will be paid to the relevant Excluded Asia Dragon Shareholder within 10 business days of the date of sale, save that where the proceeds of such sale are less than £5.00 per Excluded Asia Dragon Shareholder, they will be retained in the Liquidation Pool rather than paid out.
Change of Ticker and Proposed Change of Name
As noted in the Circular, in connection with the Scheme the Company is proposing to change its name to 'Invesco Asia Dragon Trust plc' and the Company's ticker code will change from IAT to IAD. The change of ticker code will take effect from tomorrow morning when trading in the New Shares commences and the change of name will take effect following receipt of the requisite confirmation from the Registrar of Companies which is expected to be received in the coming weeks. A further announcement will be published in due course confirming the change of name.
Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular.
Enquiries
Invesco Asia Trust plc Neil Rogan, Chairman
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| Via Invesco Asset Management Limited |
Invesco Fund Managers Limited (Manager, Invesco Asia) Will Ellis/John Armstrong-Denby
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| 020 7543 3500 |
Invesco Asset Management Limited (Company Secretary, Invesco Asia) Naomi Rogers/James Poole
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| 020 7543 3591/020 7543 3559 |
Investec Bank plc (Financial Adviser, Sponsor and Corporate Broker to Invesco Asia) David Yovichic/Denis Flanagan
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| 020 7597 4000
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Important Information
The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The material contained in this announcement is given as at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment. In particular, any proposals referred to herein are subject to revision and amendment.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance should not be considered a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.
This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "might", "will" or "should" or, in each case, their negative or other variations or similar expressions. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position and plans, are forward-looking statements.
Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. Subject to their respective legal and regulatory obligations, each of the Company and IFML expressly disclaims any obligations or undertaking to update or revise any forward-looking statements contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based unless required to do so by law or any appropriate regulatory authority.
Investec Bank plc ("Investec") which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the Financial Conduct Authority and the Prudential Regulatory Authority is acting exclusively for the Company and for no-one else in connection with the Transaction, will not regard any other person as it client in relation to the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Transaction, or any of the other matters referred to in this announcement. This does not exclude any responsibilities or liabilities of Investec under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.
None of the Company, IFML, Investec or any of their respective affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to any of them, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Each of the Company, IFML, Investec and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.
