Subscription Shares - Reminder
LONDON STOCK EXCHANGE ANNOUNCEMENT
JPMORGAN JAPAN SMALLER COMPANIES TRUST PLC
Subscription Shares - reminder of FINAL SUBSCRIPTION DATE IN RESPECT OF subscription SHARES
All Subscription Shareholders will shortly receive a letter explaining that the final deadline for exercising their right to convert their Subscription Shares into Ordinary Shares in the Company is 31st March 2014. This letter is being sent to Subscription Shareholders in accordance with the conditions of the issue of Subscription Shares and should not be construed as a recommendation to Subscription Shareholders to exercise their Subscription Share Rights. Further details can be found in the Company's latest annual report and on the Company's website at www.jpmjapansmallercompanies.co.uk
If Subscription Shareholders choose to convert their Subscription Shares into Ordinary Shares on/before this date, they will acquire one new Ordinary Share at a fixed price of 174 pence per share for each Subscription Share converted.
Subscription Shareholders are under no obligation to convert their Subscription Shares at any time before they expire on 31st March 2014. The Subscription Shares are independently traded on the London Stock Exchange. If Subscription Shareholders are in any doubt about what to do, they are strongly encouraged to seek independent financial advice.
If Subscription Shareholders choose not to exercise the Subscription Share Rights conferred by their Subscription Shares then, within seven days following the Final Subscription Date (31st March 2014), the Company will appoint a trustee (the 'Final Subscription Trustee') to act on behalf of the Subscription Shareholders (if any) who have not exercised their Subscription Share Rights by the Final Subscription Date.
If, in the opinion of the Final Subscription Trustee, the net proceeds of sale after deduction of all costs and expenses incurred by the trustee (including its fees) will exceed the costs of exercising the Subscription Share Rights, the Final Subscription Trustee will exercise all the outstanding Subscription Share Rights within 14 days of the Final Subscription Date and sell the Ordinary Shares resulting from such exercise in the market.
In these circumstances, the Final Subscription Trustee will distribute pro rata the proceeds of any such sale, less such costs of exercising the Subscription Share Rights (including payment of the Subscription Share conversion price) and such other fees, costs and expenses to the persons entitled thereto at the risk of such persons within 56 days of the Final Subscription Date, provided that entitlements per holder of under £5.00 will be retained for the benefit of the Company.
The Company will request that the standard listing of the Subscription Shares will be suspended from 7.30a.m. on 1st April 2014.
If the Final Subscription Trustee does not exercise the Subscription Share Rights within the period of 14 days following the Final Subscription Date, all Subscription Share Rights will lapse with nil value. In these circumstances, subject to shareholder approval at the Annual General Meeting to be held on 25th July 2014, the lapsed Subscription Shares will be redesignated as Deferred Shares and then be repurchased by the Company. Following this, it is expected that the standard listing of the Subscription Shares will be cancelled (and an announcement to this effect will be released by the Company nearer the time). The Company's issued share capital will then comprise only Ordinary Shares. Details in relation to the standard listing of Subscription Shares will be announced in due course.
The Final Subscription Trustee's decision in respect of the above is final and binding on all holders of outstanding Subscription Shares.
Details of the tax implications of converting Subscription Shares are outlined in the Prospectus dated 6th February 2009, which is available by visiting the Company's website at www.jpmjapansmallercompanies.co.uk
Capitalised terms used in this announcement shall, unless the context otherwise requires, bear the meaning given to them in the Prospectus.
Rebecca Burtonwood
For and on behalf of JPMorgan Asset Management (UK) Limited
Company Secretary
20th February 2014
ENDS
This information is provided by RNS
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