NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES,
CANADA, NEW ZEALAND, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO
SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
24 January 2017
BARING EMERGING EUROPE PLC
Results of AGM and General Meeting and Tender Take up
On 15 December 2016, the Company announced the publication of a circular (the "
Circular") in respect of a tender offer for up to 10 per cent. of the issued
share capital of the Company (excluding any Shares held in treasury) (the "
Tender Offer"). Terms used in this announcement and not otherwise defined shall
have the same meaning as in the Circular.
Results of AGM and General Meeting
At the Annual General Meeting of the Company held on 24 January 2017 all the
resolutions that were proposed were duly approved. The resolutions approved
included resolutions to authorise the Company to issue shares, including shares
held in treasury, and to purchase its own shares.
In addition, at the General Meeting of the Company held on 24 January 2017 the
special resolutions to approve the repurchase of shares by the Company in
connection with the Tender Offer, and to change the Company's investment policy
as described in the circular to Shareholders dated 15 December 2016, were duly
approved.
A copy of the resolutions passed at the Annual General Meeting, other than the
resolutions relating to the ordinary business of the Annual General Meeting,
and a copy of the special resolutions passed at the General Meeting have been
submitted to the National Storage Mechanism located at http://www.hemscott.com/
nsm.do.
Tender Take up
Following the deadline for receipt of tenders on 20 January 2017, a total of
7,571,053 Shares (representing approximately 47.74 per cent. of the issued
share capital of the Company, excluding any Shares held in treasury) had been
validly tendered by Shareholders under the Tender Offer.
As certain Shareholders have not tendered Shares or have tendered less than
their Basic Entitlement, Shareholders who tendered in excess of the Basic
Entitlement will have approximately 7.29 per cent. of their excess tenders
satisfied. In accordance with the terms and conditions set out in Part V of the
Circular and after any fractional entitlements under the Tender Offer have been
rounded down, subject to the Tender Offer becoming unconditional, J.P. Morgan
Cazenove will therefore acquire 1,585,858 Shares, representing approximately
10.00 per cent. of the issued share capital of the Company (excluding any
Shares held in treasury).
The Tender Offer remains conditional upon:
(i) J.P. Morgan Cazenove being satisfied that the Company has paid the
aggregate amount payable under the Tender Offer into an account by 4.00 p.m. on
26 January 2017 (or such later date and time as the parties may agree) in
accordance with the terms of the Repurchase Agreement;
(ii) the Tender Offer not having been terminated in accordance with paragraph 8
of Part V of the Circular prior to the fulfilment of the conditions referred to
in sub-paragraphs 2.1(i) to (iii) (inclusive) of that Part V; and
(iii) J.P. Morgan Cazenove being satisfied, acting in good faith, that the
Company has complied with its obligations, and is not in breach of any of the
warranties and undertakings given by it, under the Repurchase agreement.
The expected timetable for the completion of the Tender Offer is as follows:
Calculation Date for Tender Price close of business on
24 January 2017
Announcement of Tender Price by close of business on
25 January 2017
Trade Date for Shares submitted for Tender 27 January 2017
Offer
Settlement of proceeds through CREST in 31 January 2017
respect of Tender Offer shares to
uncertificated Shareholders
Despatch of settlement proceeds by cheque by 3 February 2017
in respect of Tender Offer shares to
certificated Shareholders
Unless otherwise stated, all references to time in this document are to London
time.
Enquiries:
Steven Bates
Chairman, Baring Emerging Europe PLC
Tel: 020 7982 1263
William Simmonds
J.P. Morgan Cazenove
Tel: 020 7742 4000
Martin Salmon / Graham Venables
Northern Trust
Tel: 020 7982 2000