Publication of Circular

JPMorgan European Grwth & Inc PLC

02 July 2026

 

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 OF AMERICA, 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 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.

2 July 2026

JPMorgan European Growth & Income plc

Legal Entity Identifier: 549300D8SPJFHBDGXS57

Proposed rollover of assets from European Opportunities Trust PLC

Publication of Circular

The Board of JPMorgan European Growth & Income plc ("JEGI" or the "Company") announced on 29 May 2026 that it had agreed heads of terms with the Board of European Opportunities Trust PLC ("EOT") in respect of a transfer of certain of the cash, assets and undertaking of EOT to the Company, to be effected by way of a scheme of reconstruction and members' voluntary winding up of EOT under section 110 of the Insolvency Act 1986 (the "Scheme").

The Board announces that the Company has today published a circular to provide the Company's shareholders (the "JEGI Shareholders") with further details of the Scheme and associated proposals (the "Proposals"), and to convene a general meeting of the Company (the "General Meeting") to seek approval from JEGI Shareholders for the implementation of the Proposals (the "Circular").

The Proposals, which are set out in further detail below, are expected to grow the Company's net assets, enhancing JEGI's position as a leading investment vehicle for European equity investing that delivers an attractive dividend yield. The scale of the enlarged JEGI should improve secondary market liquidity for JEGI's shareholders, enhance the profile of the Company, reduce the average management fee payable by the Company as a result of JEGI's tiered management fee structure and reduce the Company's ongoing charges ratio. Furthermore, a significant contribution from JPMorgan Funds Limited ("JPMF") allows such benefits to be provided on a cost-effective basis.

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.jpmeuropeangrowthandincome.com.

JEGI has also published an information document containing a summary of the Proposals and further information on JEGI for the benefit of EOT Shareholders, which will shortly be available on the Company's website at http://www.jpmeuropeangrowthandincome.com.

Benefits of the Proposals

The Proposals are expected to result in the following benefits for Shareholders:

·    Scale: The Proposals are expected to grow the Company's net assets, enhancing JEGI's position as a leading investment vehicle for European equity investing that delivers an attractive dividend yield. The scale of the enlarged Company should improve secondary market liquidity for JEGI's shareholders and enhance the profile of the Company.

·  Lower management fee: JEGI will benefit from a lower management fee rate following the implementation of the Proposals as JEGI's tiered management fee will have the effect of reducing the weighted average fee given the growth in NAV. By way of illustration, based on valuations as at 29 June 2026, and on the assumption that 50 per cent. of EOT Shareholders elect or are deemed to have elected for the JEGI Rollover Option, JEGI's weighted average management fee would be 0.47 per cent. of NAV, a reduction of approximately 2.4 bps;

·    Lower ongoing charges: existing and new shareholders in JEGI will benefit from the Company's already sector-lowest ongoing charges ratio of 0.64 per cent., which is anticipated to reduce further as a result of the Proposals.

·  Shareholder diversification: Since the Company's restructuring in February 2022, the level of ownership of Shares by retail investors has risen from 35 per cent. to 57 per cent¹. There is overlap between EOT's and JEGI's top shareholders, offering shareholders the opportunity to consolidate their investments into a larger, more liquid trust.

·  Cost contribution: JPMF has agreed to make a substantial cost contribution in respect of the Proposals.

Overview of the Scheme

The Scheme, if approved by EOT Shareholders, will be effected by way of a scheme of reconstruction and members' voluntary winding-up of EOT under section 110 of the Insolvency Act.

In connection with the Scheme, EOT Shareholders will be offered the opportunity to elect for:

·   New JEGI Shares (the "JEGI Rollover Option"), which is the default option under the Scheme; and/or

·    LT European Opportunities Fund class S accumulation shares in the capital of the ICVC (the "LEO Shares") (the "LEO Rollover Option"); and/or

·    a cash exit opportunity (the "Cash Option").

EOT Shareholders who do not elect for the JEGI Rollover Option and/or LEO Rollover Option and/or the Cash Option will be deemed, under the terms of the Scheme, to have elected to receive the New JEGI Shares subject to the separate arrangements for Excluded Shareholders detailed in the Circular.

The New JEGI Shares will be issued on the basis of the ratio between the JEGI FAV per Share and the JEGI Rollover Pool FAV per Share.

In addition, the Board is proposing, as part of the Proposals, to cancel the amount which will be standing to the credit of the Company's share premium account following the issuance of the New JEGI Shares to be issued pursuant to the implementation of the Scheme.

Pursuant to the Scheme, EOT will be put into liquidation and its cash, assets and undertaking split notionally into four pools in respect of:

(i)    assets that the Liquidators consider necessary to meet any current and future, actual and contingent liabilities of EOT and an amount considered by the Liquidators to be appropriate to provide for any unascertained, unknown or contingent liabilities of EOT plus assets that are not suitable for either the Cash Pool, the JEGI Rollover Pool or the LEO Rollover Pool, including the right to receive any and all interest, assets representing accrued dividend income, withholding tax expected to be recoverable by EOT, and other assets not suitable to be transferred to either JEGI or LEO (if any) (being the "Liquidation Pool");

(ii)     the interests of EOT Shareholders who elect, (or are deemed to elect) for the Cash Option (being the "Cash Pool");

(iii)     the interests of continuing EOT Shareholders who elect or are deemed to elect to roll over into the enlarged Company (being the "JEGI Rollover Pool"); and

(iv)   the interests of continuing EOT Shareholders who elect to roll over into LEO (being the "LEO Rollover Pool").

The issue of New JEGI Shares will be calculated on a formula asset value ("FAV") to FAV basis. FAVs for the purposes of the Scheme will be calculated in accordance with EOT's and JEGI's normal valuation policies and will take into account the adjustments outlined below.

The Residual NAV shall be equal to the gross assets of EOT as at the Calculation Date (calculated in accordance with EOT's normal valuation policies) less the value of the cash, assets and undertaking appropriated to the Liquidation Pool including any dividends that are declared by EOT prior to the Calculation Date but not paid to EOT Shareholders nor accounted for in the EOT NAV as at the Calculation Date.

Cash entitlements under the Cash Option will be calculated on the basis of the Cash FAV, which will be calculated as the Residual NAV per Share multiplied by the number of EOT Shares that validly elect, or are deemed to have elected, for the Cash Option, less a discount of 2 per cent. of such amount (the "Cash Option Discount").

The Cash FAV per EOT Share shall equal the Cash FAV divided by the total number of EOT Shares in respect of which EOT Shareholders have elected, or are deemed to have elected, for the Cash Option.

The JEGI Rollover Pool will comprise the proportion of the cash, assets and undertaking of EOT (after deduction of the Cash Pool and the Liquidation Pool) as is equal to the number of EOT Shares that are the subject of valid elections or deemed elections for the JEGI Rollover Option as a percentage of the aggregate number of EOT Shares that are the subject of elections or deemed elections (as applicable) for both Rollover Options. The JEGI Rollover Pool FAV shall be equal to the Residual NAV per Share multiplied by the number of EOT Shares that validly elect or are deemed elected for the JEGI Rollover Option, plus the benefit of each of the Cash Option Discount and the JPMF Contribution (to the extent applicable to the JEGI Rollover Pool FAV).

The JEGI Rollover Pool FAV per Share shall be calculated as the JEGI Rollover Pool FAV divided by the number of EOT Shares that elect or are deemed to be elected for the JEGI Rollover Option.

The JEGI FAV shall be equal to the JEGI NAV as at the Calculation Date less the JEGI Transaction Costs not already reflected in JEGI's NAV and the value of any dividends that are declared by JEGI prior to the Calculation Date but not paid to JEGI shareholders nor accounted for in the JEGI NAV as at the Calculation Date, plus the benefit of the JPMF Contribution and the Cash Option Discount (in each case to the extent applicable to the JEGI FAV).

The JEGI FAV per Share shall be equal to the JEGI FAV divided by JEGI's issued share capital (excluding any JEGI shares held in treasury) as at the Calculation Date.

The LEO Rollover Pool will comprise the proportion of the cash, assets and undertaking of EOT (after the deduction of the value of the Cash Pool and the Liquidation Pool) as is equal to the number of EOT Shares that are the subject of valid elections for the LEO Rollover Option as a percentage of the aggregate number of EOT Shares that are the subject of elections or deemed elections (as applicable) for both Rollover Options. The LEO Rollover Pool FAV will be equal to the Residual NAV per Share multiplied by the number of EOT Shares that are validly elected for the LEO Rollover Option, plus the benefit of the Devon Contribution and the benefit of the Cash Option Discount (in the case of the latter, to the extent applicable to the LEO Rollover Pool FAV).

EOT Shareholders who elect or are deemed to have elected for the JEGI Rollover Option shall have New JEGI Shares issued to them based on the ratio of the JEGI Rollover Pool FAV per Share to the JEGI FAV per Share, multiplied by the number of EOT Shares that elect or are deemed to have elected for the JEGI Rollover Option.

The JEGI Rollover Pool FAV per Share, the LEO Rollover Pool FAV, the Cash FAV per EOT Share and the JEGI FAV per Share, together with the total number of New JEGI Shares to be issued under the Scheme is expected to be announced on 7 August 2026.

Costs of the Proposals

JEGI and EOT each intends to bear its own costs incurred in relation to the Proposals, with such costs mitigated through manager contributions and the benefit of the Cash Option Discount.

Allocation of Cash Option Discount

In calculating the FAVs, the benefit arising from the Cash Option Discount shall be applied as follows:

·    a proportion equal to the number of EOT Shares that are the subject of valid elections for the LEO Rollover Option as a percentage of the aggregate number of EOT Shares that are the subject of elections, or deemed elections (as applicable), for the Rollover Options shall be applied for the benefit of the LEO Rollover Pool FAV;

·    a proportion equal to the number of EOT Shares that are the subject of valid elections and deemed elections for the JEGI Rollover Option as a percentage of the aggregate number of EOT Shares that are the subject of elections, or deemed elections (as applicable), for the Rollover Options, shall be applied as follows and in the following order:

(i) first, for the benefit of the JEGI Rollover Pool FAV to offset its proportion of the EOT Transaction Costs;

(ii) second, for the benefit of the JEGI FAV to offset the JEGI Transaction Costs (to the extent not already covered by the JPMF Contribution); and

(iii) third, for the benefit of the JEGI FAV in such amount as is sufficient to meet the enlarged JEGI's listing fees and other costs incurred in connection with the Proposals (including, without limitation, any stamp payable on the transfer of the JEGI Rollover Pool to the Company), to the extent that the pro-forma NAV per share of JEGI would otherwise be diluted compared with its NAV per share as at the Calculation Date;

(iv) with any balance of the Cash Option Discount remaining then allocated to the benefit of the JEGI Rollover Pool FAV.

JPMF Contribution

JPMF, as alternative investment fund manager of JEGI, has agreed to make a contribution to the costs of the Proposals for such amount as is equal to 12 months' of the incremental investment management fees on the assets, cash and undertaking comprising the JEGI Rollover Pool, which will be transferred from EOT to JEGI pursuant to the Scheme (the "JPMF Contribution"). It is expected that the JPMF Contribution will constitute a waiver of the investment management fees that would otherwise be payable by JEGI to JPMF on the cash, assets and undertaking transferred.

The benefit of the JPMF Contribution will be allocated as follows and in the following order:

·    first, for the benefit of the JEGI FAV against the JEGI Transaction Costs;

·    second, for the benefit of the JEGI Rollover Pool FAV (to the extent not already offset by the benefit of the Cash Option Discount applied to the JEGI Rollover Pool FAV) against the proportion of the EOT Transaction Costs incurred in connection with the Proposals that is equal to the proportion of EOT's issued share capital that validly elects or is deemed to have elected for the JEGI Rollover Option, to the extent not covered by the benefit of the Cash Option Discount, in the following order:

(a) EOT's transaction costs;

(b) the costs incurred by EOT in connection with the termination of the investment management agreement with Devon; and

(c) the costs incurred by EOT in connection with the termination of any other third-party service provider contract and the repayment of EOT's revolving credit facility in full (if any);

·    with any balance of the JPMF Contribution remaining to be allocated to the benefit of the enlarged Company.

By way of illustration, based on the respective NAVs of the Company and EOT as at 29 June 2026, and on the assumption that 50 per cent. of EOT Shareholders elect or are deemed to have elected for the JEGI Rollover Option, the JPMF Contribution would be approximately £880,000.

Devon Equity Management Limited ("Devon") Contribution

Devon, as outgoing alternative fund manager to EOT, has agreed to make a contribution (the "Devon Contribution") to the costs of the Proposals for such amount as is equal to:

·    EOT's fixed UK legal costs in connection with the Proposals, subject to a cap of £150,000 plus VAT; and

·    The costs incurred by EOT in printing and posting the EOT Shareholder circular to be published in connection with the Proposals,

and the LEO Rollover Pool FAV shall be adjusted accordingly.

The quantum of the Devon Contribution will be allocated to the benefit of the LEO Rollover Pool FAV.

EOT Shareholder support

Prior to the announcement of the heads of terms having been agreed, EOT Shareholders representing approximately 47.8 per cent. of the EOT's issued share capital (excluding EOT Shares held in treasury) as at 28 May 2026 had expressed support for the Proposals, comprising:

·    an irrevocable undertaking from Alexander Darwall, the portfolio manager of EOT, to, amongst other things, vote, or procure a vote, in favour of the Scheme in respect of Mr. Darwall's entire beneficial holding of EOT shares, representing approximately 4.5 per cent. of EOT's issued share capital (excluding EOT Shares held in treasury) as at 28 May 2026;

·    letters of intent from certain other EOT Shareholders representing, in aggregate, approximately 14.4 per cent. of EOT's issued share capital (excluding EOT Shares held in treasury) as at 28 May 2026 to, amongst other things, vote, or procure a vote, in favour of the Scheme; and

·    indications of support for the Proposals from other EOT Shareholders, representing, in aggregate, approximately 28.9 per cent. of EOT's issued share capital (excluding EOT Shares held in treasury) as at 28 May 2026.

Admission and Dealings

Application will be made by the Company to the London Stock Exchange for the New JEGI Shares to be admitted to trading on the Main Market. If the Scheme becomes effective, it is expected that dealings in the New JEGI Shares on the Main Market will commence on 10 August 2026. The results of the Issue will be announced on or around 7 August 2026 via a RIS announcement.

General Meeting

The implementation of the Proposals requires a general meeting of the Company to be held. The notice convening the General Meeting (to be held at 2.00 p.m. on 28 July 2026) is set out at the end of the Circular.

The Resolutions to be proposed at the General Meeting, on which all Shareholders may vote, are as follows:

·    Resolution 1 - to approve the allotment of the New JEGI Shares pursuant to the Issue, which will be proposed as an ordinary resolution; and

·    Resolution 2 - to approve the cancellation of the amount standing to the credit of the Company's share premium account following the issuance of the New JEGI Shares, which will be proposed as a special resolution.

An ordinary resolution requires a majority of the votes cast in respect of it, whether in person or by proxy, to be voted in favour in order for it to be passed. A special resolution requires at least 75 per cent. of the votes cast in respect of it, whether in person or by proxy, to be voted in favour in order for it to be passed.

Recommendation

The Board, which has been advised by Marex, considers the Proposals and the Resolutions to be proposed at the General Meeting to be in the best interests of Shareholders as a whole. In providing its advice, Marex has taken into account the Board's commercial assessment of the Proposals.

Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings, which total 156,678 Shares (representing 0.04 per cent. of the Company's total voting rights) as at the Latest Practicable Date.

Expected Timetable

General Meeting
Latest time and date for receipt of Forms of Proxy and CREST voting instructions for the General Meeting	2.00 p.m. on 24 July 2026
General Meeting	2.00 p.m. on 28 July 2026
Announcement of results of the General Meeting	28 July 2026
Scheme
First EOT General Meeting	10.00 a.m. on 28 July 2026
Record Date	6.00 p.m. on 28 July 2026
Calculation Date	6.00 p.m. on 31 July 2026
Second EOT General Meeting	9.00 a.m. on 7 August 2026
Effective Date	7 August 2026
Announcement of the Cash FAV per EOT Share, the JEGI Rollover Pool FAV per Share, the LEO Rollover Pool FAV, the JEGI FAV per Share and the number of New JEGI Shares to be issued pursuant to the Scheme	7 August 2026
CREST accounts credited with, and dealings commence in, New JEGI Shares	As soon as reasonably practicable on 10 August 2026

¹ Source: Shareholder register as at 31 May 2026.

For further information please contact:

JPMorgan European Growth & Income plc Rita Dhut	Contact via Company Secretary
JPMorgan Funds Limited Simon Elliott Neil Martin William Talkington	[phone]
JPMorgan Funds Limited (Company Secretary) Paul Winship	[phone]
Winterflood, a division of Marex Neil Langford Neil Morgan Haris Khawaja	[phone]

Important Information

This announcement is not for publication or distribution 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 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. 

Moreover, the New JEGI Shares have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, Japan, New Zealand, the Republic of South Africa, or any member state of the EEA (other than any member state of the EEA where the shares are lawfully marketed).

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 JEGI's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements. 

Forward-looking statements are subject to risks and uncertainties and, accordingly, JEGI'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 JEGI, JPMorgan Asset Management (UK) Limited ("JPMAM") and JPMorgan Funds Limited ("JPMF") 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.

Marex Financial ("Marex") which is authorised in the United Kingdom by the Financial Conduct Authority is acting exclusively for JEGI and for no-one else in connection with the Proposals, will not regard any other person as it client in relation to the Proposals and will not be responsible to anyone other than JEGI for providing the protections afforded to its clients or for providing advice in relation to the Proposals, or any of the other matters referred to in this announcement. This does not exclude any responsibilities or liabilities of Marex under the Financial Services and Markets Act 2000, as amended, or the regulatory regime established thereunder.

None of JEGI, JPMAM, JPMF or Marex, 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 JEGI, JPMAM, JPMF and Marex, 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.

 

END