THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN WHOLE OR IN PART, IN, INTO OR FROM, THE UNITED STATES OF AMERICA
(INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED
STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW
ZEALAND, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE
EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.
This announcement is not an offer to sell, or a solicitation
of an offer to acquire, securities in the United States or in any
other 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 Entity Identifier:
5493007C3I0O5PJKR078
23 February 2024
JPMorgan Global Growth &
Income plc
Proposed combination with
JPMorgan Multi-Asset Growth & Income plc
Publication of
Circular
The Board announced on 24 January 2024 that it
had agreed heads of terms with the board of JPMorgan Multi-Asset
Growth & Income plc ("MATE") (the "Transaction") in respect of a proposed
rollover of assets from MATE to JGGI to be implemented through a
scheme of reconstruction of MATE pursuant to section 110 of the
Insolvency Act 1986 (the "Scheme"). The proposals set out in this
paragraph are collectively referred to as the "Proposals".
The Board announces that the Company
has today published a circular to provide the Company's
shareholders (the "JGGI
Shareholders") with further
details of the Proposals and to convene a general meeting of the
Company (the "General
Meeting") to seek approval from JGGI Shareholders for the
implementation of the Proposals (the "Circular").
The Transaction provides additional
scale to the Company building on recent similar transactions and
ongoing issuance, all of which contributes to cost savings for
Shareholders as the Company benefits from a tiered management fee
structure and the fixed costs being spread over a larger asset
base.
On the basis of valuations as at 21
February 2024, following implementation of the Scheme the weighted
average management fee payable on NAV is expected to be 0.41 per
cent. per annum and the ongoing charges ratio is expected to be
below 0.5 per cent. per annum.
The Manager's Contribution, which
covers the JGGI Implementation Costs, ensures that the Transaction
can be completed on a cost-effective basis for
Shareholders.
The Circular will shortly be available for
inspection at the National Storage Mechanism which is located
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
and on the Company's website at http://www.jpmglobalgrowthandincome.co.uk.
Details of the Proposals
The rollover of assets from MATE, if
approved by the shareholders of each of the Company and MATE, will
be implemented through a scheme of reconstruction under section 110
of the Insolvency Act, resulting in the voluntary liquidation of
MATE and the transfer of its assets to the Company in exchange for
the issue of new Shares ("Scheme
Shares") to Eligible MATE Shareholders and to the
Liquidators of MATE for sale in the market for the benefit of
Excluded MATE Shareholders.
Subject to the passing of the MATE
Resolutions, and the satisfaction of the other conditions of the
Issue, the Scheme will take effect on 26 March 2024 ("Effective Date").
Under the Scheme, MATE will be put
into member's voluntary liquidation and its assets split into the
following two pools:
(i) the pool
of cash, undertaking and other assets to be retained by the
Liquidators to meet all known and unknown liabilities of MATE and
other contingencies; and
(ii)
the pool of cash, undertaking and other assets to
be established under the Scheme and to be transferred to the
Company pursuant to the Transfer Agreement in consideration for
the issuance of the Scheme Shares to
Eligible MATE Shareholders and to the Liquidators for sale in the
market for the benefit of Excluded MATE Shareholders (the
"Rollover
Pool").
JPMorgan Funds Limited has agreed to
make a contribution (the "Manager's
Contribution") to the costs of the
Transaction, to take effect as a waiver of its management fee,
equal to the aggregate of the transaction costs incurred by each of
JGGI and MATE in connection with the Proposals. Any costs of the
realignment/realisation of the MATE portfolio will be borne by
MATE. Any costs associated with the transfer of the MATE portfolio
to JGGI and any admission fees in connection with the issue of the
Scheme Shares shall be borne by the enlarged JGGI.
The Scheme Shares that are issued to
MATE Shareholders will be issued on a Formula Asset Value
("FAV") for FAV
basis. The JGGI FAV and the MATE FAV will be calculated using
the respective net asset values of each company on an agreed
calculation date.
In order to calculate the FAV of the
Company, its Net Asset Value (cum income, debt at fair value as
applicable, in accordance with its normal accounting policies) as
at the Calculation Date is adjusted: (i) to deduct any direct costs
of the Proposals to be incurred by the Company (to the extent not
already reflected in the NAV), (ii) to deduct any dividends
announced or declared by the Company but not paid prior to the
Effective Date by the Company to JGGI Shareholders (to the extent
not already reflected in the NAV), and (iii) to reflect the benefit
of the Manager's Contribution.
The FAV of MATE is calculated by
adjusting the Net Asset Value of the Rollover Pool, calculated as
at the Calculation Date in accordance with MATE's normal accounting
policies, on a cum income basis, to reflect the benefit of the
Manager's Contribution.
For the avoidance of doubt, as a
result of the above adjustments, the JGGI Implementation Costs and
the MATE Implementation Costs shall not be borne by JGGI
Shareholders and MATE Shareholders, respectively, under the Scheme
and the aggregate of the JGGI Implementation Costs and the MATE
Implementation Costs will ultimately be borne by the Manager in
full pursuant to the Manager's Contribution.
Admission and Dealings
Applications will be made by the
Company to the FCA for the Scheme Shares to be admitted to the
premium listing category of the Official List and to the London
Stock Exchange for the Scheme Shares to be admitted to trading on
the premium segment of the Main Market. If the Proposals become
effective, it is expected that the Scheme Shares will be admitted
to the Official List and the first day of dealings in such shares
on the Main Market will be 27 March 2024.
General Meeting
The Proposals are subject to JGGI
Shareholder approval. The GM Notice convening the General Meeting,
to be held at 4.00 p.m. on 11 March 2024 at 60 Victoria Embankment,
London, EC4Y 0JP, is set out on page 21 of the Circular. The GM
Notice includes the full text of the Resolutions.
Expected Timetable
GENERAL MEETING
|
|
Posting of Circular and Form of
Proxy for the General Meeting
|
23
February 2024
|
Latest time and date for receipt of
the Form of Proxy for the General Meeting
|
4.00 p.m.
on 7 March
2024
|
General Meeting
|
4.00
p.m. on 11 March 2024
|
Announcement of results of the
General Meeting
|
11 March
2024
|
SCHEME
Publication of this
Circular
|
23
February 2024
|
First MATE General
Meeting
|
11.00 a.m.
on 18 March 2024
|
Calculation Date for the
Scheme
|
market
close on 21 March 2024
|
Record Date for entitlements under
the Scheme
|
6.00
p.m. on 22 March 2024
|
MATE Shares disabled in
CREST
|
6.00 p.m.
on 22 March 2024
|
Suspension of trading in MATE
Shares
|
7.30 a.m.
on 25 March 2024
|
Suspension of listing of MATE Shares
and MATE's register closes
|
7.30 a.m.
on 26 March 2024
|
Second MATE General
Meeting
|
11.00 a.m.
on 26 March 2024
|
Effective Date for implementation of
the Scheme
|
26
March 2024
|
Announcement of results of Scheme
and respective FAVs per share
|
26
March 2024
|
Admission and dealings in Scheme
Shares commence
|
at, or
soon after, 8.00 a.m. on
27 March 2024
|
CREST accounts credited to MATE
Shareholders in respect of Scheme Shares in uncertificated
form
|
at, or
soon after, 8.00 a.m. on
27 March 2024
|
Certificates despatched by post in
respect of Scheme Shares
|
not later than 10 Business Days
from the Effective Date
|
All
times are UK times. Each of the times and dates in the above
expected timetable (other than in relation to the General Meetings)
may be extended or brought forward. Any changes to the expected
timetable set out above will be notified to the market by the
Company via an RIS announcement
|
Capitalised terms used but not
defined in this announcement will have the same meaning as set out
in the Circular.
For further
information, please contact:
JPMorgan Global Growth & Income plc
Tristan Hillgarth
|
Contact
via Company Secretary
|
JPMorgan Funds Limited
Simon Crinage
Fin Bodman
|
+44 (0) 20
7742 4000
|
JPMorgan Funds Limited (Company Secretary)
Divya Amin
|
+44 (0) 20
7742 4000
|
Winterflood Securities Limited
Neil Langford
Haris Khawaja
|
+44 (0) 20
3100 0000
|