GSS.L Regulatory News (GSS)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

19 July 2018

Genesis Emerging Markets Fund Limited (the "Company")

Tender Offer for up to 10 per cent. of the issued Share Capital of the CompanyPublication of Circular

Further to the Company's announcement on 27 June 2018, the Company has today released a circular (the "Circular") containing both: (i) details of the Tender Offer (as defined below) for up to 10 per cent. of the issued share capital of the Company to be put forward to its Shareholders, other than certain Overseas Shareholders (the "Eligible Shareholders") by J.P. Morgan Securities plc, which conducts its UK investment banking services as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"); and (ii) a Notice of Extraordinary General Meeting to be held at 11.00 a.m. on 15 August 2018 at 60 Victoria Embankment, London EC4Y 0AP (the Extraordinary General Meeting") seeking Shareholder approval of a Tender Offer.

The Tender Offer is conditional upon the Company receiving the consent of its Shareholders at the Extraordinary General Meeting. The Circular sets out the background to and reasons for the Tender Offer and the terms and conditions to which it is subject. Terms used in this announcement but not defined herein shall have the same meaning as in the Circular.

Reasons for the Tender Offer

The tender offer (the "Tender Offer") will be for up to 10 per cent. of the Company's issued share capital (the "Shares") (excluding any Shares held in treasury) and is being made by J.P. Morgan Cazenove. J.P. Morgan Cazenove will, as principal, purchase the Shares that have been validly tendered, on and subject to the terms and conditions of the Tender Offer, by means of on-market purchases and, following the completion of all those purchases, sell them to the Company.

The Company's Board of directors (the "Board") has arranged for the Tender Offer to be made to enable those Eligible Shareholders who wish to realise a portion of their investment in the Company to do so, whilst ensuring that continuing Shareholders who do not wish to tender their Shares are not disadvantaged and at the same time introducing some mechanisms to seek to produce better shareholder returns in the future.

Pricing and terms of the Tender Offer

The price per Share at which Shares will be acquired by J.P. Morgan Cazenove under the Tender Offer will be equal to 96.5 per cent. of the Net Asset Value per Share of the Company as at the close of business on 16 August 2018. Prior to that date, it is intended that the Company will have realised a sufficient proportion of its investment portfolio to fund the Company's repurchase under the Repurchase Agreement of the Shares acquired by J.P. Morgan Cazenove under the Tender Offer. Further details of the calculation of the Tender Price are set out in the Circular.

Under the terms of the Tender Offer, Eligible Shareholders will be able to tender up to 10 per cent. of the Shares registered in their name on the Register as at the Record Date (the "Basic Entitlement"), rounded down to the nearest whole number of Shares. Shareholders will also have the option to tender additional Shares to the extent that other Shareholders tender less than their Basic Entitlement. Any such excess tenders will be satisfied pro rata in proportion to the amount tendered in excess of the Basic Entitlement (rounded down to the nearest whole number of Shares).

The Tender Offer will be available to Eligible Shareholders on the Register as at the Record Date (as defined in the timetable below).

The maximum number of Shares to be acquired under the Tender Offer is 13,496,306 Shares, representing 10 per cent. of the Shares in issue (excluding any Shares held in treasury) as at 17 July 2018 (the "Latest Practicable Date") (the "Available Shares").

An Eligible Shareholder tendering up to its Basic Entitlement will have its tender satisfied in full. Any Eligible Shareholder tendering more than its Basic Entitlement ("Excess Applications") will have its Excess Application satisfied if there are sufficient remaining Available Shares. Such Available Shares shall be apportioned to Eligible Shareholders pro rata to their Excess Applications should other Eligible Shareholders not tender the full amount of their Basic Entitlement and as a result of certain Overseas Shareholders not being permitted to participate in the Tender Offer.

Shares which are tendered for acceptance under the Tender Offer may not be withdrawn or sold, transferred, charged or otherwise disposed of.

The timing for settlement of the consideration to which any Eligible Shareholder is entitled under the Tender Offer will take into account the period required to realise investments to fund the repurchase of Shares under the Repurchase Agreement and the time for the Company to receive the proceeds of such realisations.

Expected timetable of events

All references are to London time.

Posting of Circular

The Circular, which contains the full terms and conditions of the Tender Offer, instructions to Eligible Shareholders on how to tender their Shares should they choose to do so, together with the tender form (where relevant), is being posted to Eligible Shareholders.

A copy of the Circular will shortly be available to view on the Company's website at

https://www.genesisemf.com/

Enquiries:

Jonathan Snow - 020 7201 7200 - Genesis Investment Management, LLP

William H. S. Simmonds - 020 7742 4000 - J.P. Morgan Cazenove

END