Recommended Proposals for the Reconstruction and Voluntary Winding-Up of the Company
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, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY MEMBER STATE OF THE EEA OR 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 upon in connection with, or act as an inducement to enter into, any contract or commitment whatsoever.
Jupiter Green Investment Trust plc ('the Company')
Legal Entity Identifier: 549300MFRCR13CT1L845
14 February 2025
RECOMMENDED PROPOSALS FOR THE RECONSTRUCTION AND VOLUNTARY WINDING-UP OF THE COMPANY
Introduction
As announced on 19 December 2024, following consultation with the Company’s advisers and having considered Shareholder feedback, the Board has concluded the evaluation of the available options. The Board has determined that it is in the best interests of all Shareholders to liquidate the Company and give Shareholders the option to roll their investment into units in Jupiter Ecology Fund (“Ecology”), an authorised unit trust managed by Jupiter Unit Trust Managers Limited (“JUTM”), or receive an uncapped cash exit equal to Company NAV.
Accordingly, the Board is today putting forward proposals to Shareholders for the winding-up of the Company by way of a scheme of reconstruction pursuant to Section 110 of the Insolvency Act 1986 (the “Scheme”). Under the terms of the Scheme, Shareholders will be offered the opportunity to roll over their investment into Ecology, an authorised unit trust whose portfolio is also managed by the same investment team as the Company, or to receive cash in respect of their investment in the Company, or a combination of both (the “Proposals”).
The Board is pleased to announce that it intends to publish later on today a circular in relation to the Scheme and the Proposals (the "Circular").
Terms used and not defined in this announcement shall have the meanings given to them in the Circular.
The Board is unanimously of the opinion that the Proposals which will be set out in Circular are in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of all of the Resolutions to be proposed at the General Meetings of the Company and that they complete and return their Forms of Proxy accordingly, whether or not they intend to attend the meetings.
Overview of the Options , the Proposals and General Meetings
Under the Proposals, Shareholders may elect, in whole or in part and in accordance with their personal investment requirements, for either or both of the following options:
(a) the Rollover Option (the Default Option) - rolling over some or all of their investment into Ecology Units to be issued by the Trustee for the benefit of Ecology; and/or
(b) the Cash Option - receiving cash in the liquidation of the Company in respect of some or all of their investment in the Company.
Shareholders (other than Restricted Shareholders) that make no Election (or no valid Election) will be deemed to have elected for Ecology Units. The key features of Ecology are set out below and in Part 3 of the Circular. The Jupiter Scheme Particulars, Ecology KIID and Terms and Conditions are referenced in, but do not form part of, the Circular (and the Board takes no responsibility for the contents of the Jupiter Scheme Particulars, the Ecology KIID or the Terms and Conditions). The Jupiter Scheme Particulars, Ecology KIID and Terms and Conditions can be found on JUTM’s website at www.jupiteram.com/uk/en/individual/jupiter-green-investment-trust-plc.
Shareholders who elect to roll over their investment into Ecology will receive Ecology Units and, in consideration of such issue, the Company will transfer a portion of its net assets to the Trustee for the account of Ecology. In this way, it is envisaged that it should be possible for most UK resident Shareholders who hold their Ordinary Shares as investments to be given a tax-efficient rollover of their entitlements.
The Ecology Units will be issued at the prevailing net asset value per Ecology Unit as at 12.00 noon on the Effective Date. Ecology Units issued pursuant to the Rollover Option will be issued without any initial charge.
Shareholders who elect for the Cash Option will be sent a cheque in respect of their entitlement if they hold Ordinary Shares in certificated form or receive payment through CREST in respect of their entitlement if they hold Ordinary Shares in uncertificated form.
Shareholders’ approval is required to implement parts of the Proposals which will involve the reclassification of the Company’s existing Ordinary Shares to give effect to the respective options for which each Shareholder has elected, the voluntary winding-up of the Company and the appointment of the Liquidators.
In order to consider and approve the Proposals, General Meetings have been convened for 5 March 2025 (the “First General Meeting”) and 14 March 2025 (the “Second General Meeting”). The purpose of the Circular is to provide Shareholders with further details of the Proposals and the reasons why the Directors recommend that Shareholders vote in favour of the Resolutions to be proposed at the General Meetings.
The Resolutions to be proposed at the General Meetings, on which all Shareholders may vote, are required in order to obtain certain Shareholder authorities in accordance with the Companies Act 2006, the Insolvency Act 1986 and the Listing Rules, as follows:
a) at the First General Meeting, (i) to approve the Directors’ Remuneration Policy; (ii) to approve the terms of the Scheme set out in Part 2 of the Circular; (iii) to amend the Articles to give effect to the Scheme (iv) to authorise the Liquidators to enter into and give effect to the Transfer Agreement, to distribute Ecology Units and cash to Shareholders in accordance with the Scheme, to purchase the interests of any Dissenting Shareholders to the Scheme and to authorise the Liquidators to apply to cancel the listing of the Reclassified Shares, with effect from such date as the Liquidators may determine; and
b) at the Second General Meeting, amongst other things, to appoint the Liquidators and to wind up the Company.
Benefits of the Proposal
The Directors consider that the Proposals should have the following benefits for all Shareholders as compared to their current position, or under a liquidation:
a) they enable Shareholders to roll over some or all of their investment into Ecology, which aims to provide capital growth, with the prospect of income, over the long-term by investing globally in companies that generate or enable positive solutions to climate change and/or environmental degradation;
b) Shareholders electing for the Rollover Option will retain market exposure through a vehicle whose portfolio is managed by the same team that manages the Company’s portfolio and whose investment objectives are similar;
c) Shareholders electing for the Rollover Option will not suffer the full dealing costs that would be incurred on the realisation of the Company’s portfolio in the event of a simple winding-up; and
d) Shareholders who may be subject to UK capital gains tax or corporation tax on chargeable gains should generally be able to roll over their investment into Ecology and thereby continue to receive investment returns without triggering an immediate liability to UK capital gains tax or corporation tax on chargeable gains.
Shareholders who elect for the Cash Option in respect of some or all of their investment will receive cash in the liquidation of the Company to the extent of their Election for the Cash Option. Shareholders should note that, depending on their particular circumstances, this may trigger a chargeable gains tax liability. Please refer to the paragraph headed “Taxation” in Part 4 of the Circular for further details.
Conditions of the Scheme
The Scheme is conditional, among other things, upon:
- the passing of all Special Resolutions to be proposed at (a) the First General Meeting; and (b) the Second General Meeting (or at any adjournments thereof) and upon any conditions of such Special Resolutions being fulfilled;
- the FCA agreeing to amend the listing of the Ordinary Shares to reflect their reclassification as Reclassified Shares for the purpose of implementing the Scheme; and
- the Directors resolving to proceed with the Scheme.
In the event that any of conditions (i)(a) or (ii) fails, the Second General Meeting will be adjourned indefinitely, and the Scheme will lapse.
About Ecology
Ecology is an authorised unit trust, established as a UCITS scheme, which aims to provide capital growth, with the prospect of income, over the long term by investing globally in companies that generate or enable positive solutions to climate change and/or environmental degradation. The majority of Ecology’s portfolio is invested directly in the shares of environmental solutions companies based anywhere in the world although Ecology may also include investments in other assets.
Please refer to Part 3 of the Circular for further details on Ecology, including details of the investment objective and investment policy of Ecology.
JUTM is the authorised fund manager of Ecology and has delegated investment management to JAM. JAM undertakes the day-to-day investment management of the Ecology portfolio. JAM is also the investment adviser in respect of the Company and therefore, has a consistent investment approach. Ecology has similar investment objectives to the Company and there is a material overlap of portfolio holdings. Electing for the Rollover Option will therefore permit Shareholders access to the same underlying environmental solutions themes as the Company. Ecology is larger than the Company, with net assets of around £685.7 million (as at the Latest Practicable Date), and benefits from the daily liquidity of an open ended fund and a lower ongoing charges ratio.
Ecology Units issued pursuant to the Default Option, will be issued without any initial charge. Holders of Ecology Units, following completion of the Scheme, may at any time switch some or all of their Ecology Units for units of another class within Ecology (subject, where applicable, to eligibility requirements). The number of new units issued following completion of the Scheme will be determined by reference to the respective prices of the new units and original units at the valuation point (being the price at which the units may be valued or redeemed by JUTM at midday on every working day other than a non-dealing day) applicable at the time the original Ecology Units are redeemed and the new units are issued.
JUTM is a private limited company authorised and regulated by the FCA, under reference number 122488. JAM is a private limited company authorised and regulated by the FCA, under reference number 141274.
Mechanics of the Scheme
If the Scheme is to be implemented, JUTM will, upon the Calculation Date, calculate the Company’s Total Assets.
On or shortly after the Calculation Date, JUTM, in consultation with the Liquidators, will procure that the Company finalises the division of the Total Assets and appropriates them to three separate and distinct pools (the Liquidation Pool, the Rollover Pool and the Cash Pool) as follows:
a) there will be appropriated to the Liquidation Pool such assets and cash of the Company of a value (including the Retention) which is estimated by the Liquidators to be sufficient to meet the current and future, actual and contingent liabilities of the Company (further details are provided in Part 2 of the Circular); and
b) there will be appropriated to the Rollover Pool and the Cash Pool the undertaking, cash and other assets of the Company remaining after the appropriation to the Liquidation Pool referred to above, based on Elections (or deemed Elections) by Shareholders for Ecology Units and/or cash respectively.
On the Effective Date, or as soon as practicable thereafter, the Liquidators will deliver to the Trustee (or its nominee) on account of Ecology, particulars of the assets comprised in the Rollover Pool, together with a schedule certified by the Registrar of the names and addresses of, and the number of Ordinary Shares held by, each Shareholder (as shown on the Register) who will participate in the Scheme and who has elected, or is deemed to have elected, in whole or in part, for Ecology Units.
On the Effective Date, or as soon as practicable thereafter, the Liquidators will enter into, and will procure that the Company enters into, the Transfer Agreement (subject to such modifications as may be agreed by the parties thereto) with the Trustee (for the account of Ecology) and JUTM, in exchange for the issue of Ecology Units by the Trustee to the Liquidators as nominees for the relevant Shareholders on the basis set out in paragraph 7.3 of Part 2 of the Circular. Further details regarding the Transfer Agreement are set out in paragraph 2 of Part 4 of the Circular.
The undertaking, cash and other assets comprising the Cash Pool shall be held and managed with a view to their realisation and distribution in the course of the liquidation and shall be distributed by the Liquidators in cash amongst Shareholders that have elected for cash under the Scheme. It is expected that cheques will be despatched and CREST payments made to Shareholders in respect of the Cash Option on or as soon as practicable after 28 March 2025.
Under the Proposals, the Company will be wound up by means of a members’ voluntary liquidation. In consultation with the Liquidators, the Directors will set aside sufficient assets in the Liquidation Pool to meet all known and estimated liabilities and contingencies, including the costs of implementing the Scheme and an amount considered sufficient to purchase the interests of any Dissenting Shareholders. The Directors will also provide, in the Liquidation Pool, for a Retention which they, together with the Liquidators, consider will be sufficient to meet any contingent and unknown liabilities of the Company. The Retention is currently not expected to exceed £75,000.
The Liquidation Pool will be applied by the Liquidators in discharging all current and future, actual and contingent liabilities of the Company and, if there will be any balance remaining after discharging such liabilities, the Liquidators will in due course pay the same to Shareholders on the Register on the Winding-up Date pro-rata to their respective holdings of Ordinary Shares, provided that, if any such amount payable to any Shareholder is less than £5.00, it will not be paid to such Shareholder and will instead be aggregated and paid by the Liquidators to a nominated charity. The Liquidators will also be entitled to make interim payments to Shareholders in proportion to their holdings of Ordinary Shares. Shareholders should therefore keep the Registrars advised of any changes to their details after the Effective Date. For these purposes, any Ordinary Shares held by Dissenting Shareholders will be ignored.
Costs of the Proposals
The Investment Manager, JAM has agreed to make a contribution to the costs of the Proposals (the “Cost Contribution”) to the Company prior to the Calculation Date. The value of the Cost Contribution will be applied to meet the Company’s costs in connection with the implementation of the Proposals.
Any liability for transfer taxes in respect of the transfer of certain assets to Ecology will be borne by Ecology (although JUTM has agreed to pay such costs).
As a consequence of the Scheme, assets allocated to the Rollover Pool may need to be adjusted to ensure alignment with the existing Ecology portfolio. This may require a small amount of trading activity, the total costs of any such trading are not expected to exceed 0.05 per cent. of the Residual Net Asset Value of the Rollover Pool.
The costs payable by the Company in connection with the implementation of the Proposals (after accounting for the Cost Contribution) are expected to be approximately £745,000 (including VAT, where applicable). These costs will be taken into account in the calculation of the Company NAV as at the Calculation Date and will therefore be borne by all Shareholders. These costs have not been accrued in the Company’s net asset value as at the Latest Practicable Date.
In the event that the Scheme does not proceed, the Company will bear its own costs and expenses incurred in connection with the Proposals.
Expected Timetable
| 2025 | |
| Latest time and date for receipt of Forms of Proxy from Shareholders for the First General Meeting
| 11.00 a.m 3 March
|
| Latest time and date for receipt of the Forms of Election and/or TTE Instructions from Shareholders wishing to elect for the Cash Option
| 1.00 p.m. on 4 March |
| Scheme Entitlements Record Date
| 6.00 p.m. on 4 March |
| Ordinary Shares disabled in CREST
| 6.00 p.m. on 4 March |
| First General Meeting
| 11.00 a.m. 5 March
|
| Last day of trading for Ordinary Shares | 7 March |
| Trading in Ordinary Shares suspended | 7.30 a.m. on 10 March |
| Calculation Date
| 12.00 noon on 11 March
|
| Latest time for receipt of Forms of Proxy from Shareholders for the Second General Meeting
| 11.00 a.m. on 12 March
|
| Reclassification of the Ordinary Shares
| 8.00 a.m. on 12 March
|
| Second General Meeting
| 11.00 a.m. on 14 March
|
| Effective Date, appointment of Liquidators and Transfer Agreement executed and implemented
| 14 March
|
| Ecology Units issued pursuant to the Scheme
| On or as soon as practicable after 14 March |
| Contract notes expected to be despatched in respect of Ecology Units issued pursuant to the Scheme
| Week commencing 17 March
|
| Cheques expected to be despatched and CREST payments made to Shareholders in respect of the Cash Option
| On or as soon as practicable after 28 March |
| Cancellation of listing of Reclassified Shares | As soon as practicable after the Effective Date |
The times and dates set out in the expected timetable of events above and mentioned throughout this announcement and the Circular may be adjusted by the Company in which event details of the new times and dates will be notified, as requested, to the Financial Conduct Authority, the London Stock Exchange and, where appropriate, Shareholders. All references to time in this this announcement and the Circular are to UK time.
The Circular will be submitted to the National Storage Mechanism later on today and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://www.jupiteram.com/uk/en/professional/jupiter-green-investment-trust-plc/
For further information, please contact:
| Jupiter Asset Management Limited
| Nick Black | T: 020 3817 1000
|
| Cavendish Capital Markets Limited | Tunga Chigovanyika (Corporate Finance) | T: +44 (0) 20 7397 1915 |
|
| Daniel Balabanoff/Pauline Tribe (Sales) | T: +44 (0) 20 7220 0500 |
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