Results of the Scheme & Issue of New Shares
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 (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, 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.
JFJ Legal Entity Identifier: 549300JZW3TSSO464R15
24 October 2024
JPMORGAN JAPANESE INVESTMENT TRUST PLC
Combination with JPMorgan Japan Small Cap Growth & Income plc ("JSGI")
Results of the Scheme and Issue of New Shares in accordance with the Scheme
The Board of JPMorgan Japanese Investment Trust plc (the "Company" or "JFJ") is pleased to announce that the Company will acquire approximately £144 million of assets from JPMorgan Japan Small Cap Growth & Income plc ("JSGI") in consideration for the issue of 23,365,110 new ordinary shares in the capital of the Company ("Scheme Shares") in connection with the reconstruction and voluntary winding up of JSGI pursuant to s.110 of the Insolvency Act 1986 (the "Scheme"), following the passing today of the resolution proposed at the Second JSGI General Meeting.
FAV ratio
The JSGI Rollover FAV per Share was 356.946798 pence and the JFJ FAV per Share was 617.638780 pence, producing a conversion ratio of approximately 0.577922 JFJ Share per JSGI Share rolling over (the "Conversion Ratio"), each calculated in accordance with the Scheme, details of which are set out in the circular to shareholders published by the Company on 19 September 2024 (the "Circular").
As set out in the Circular, fractions of Scheme Shares arising as a result of the Conversion Ratio will not be issued under the Scheme and entitlements to such Scheme Shares will be rounded down to the nearest whole number.
Applications have been made for the Scheme Shares to be admitted to listing in the closed-ended investment funds category of the Official List and to the London Stock Exchange for the Scheme Shares to be admitted to trading on the Main Market (together "Admission"). Admission is expected to become effective at 8.00 a.m. on Friday, 25 October 2024.
Total Voting Rights
Following the issue of the Scheme Shares noted above, the Company's share capital will comprise 184,613,188 ordinary shares, of which 18,670,989 are held in treasury. Each ordinary share (other than an ordinary share held in treasury) is entitled to one voting right. Therefore, the total number of voting rights in the Company will be 165,942,199.
The figure of 165,942,199 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in voting rights, or a change to their interest in the Company, under the Disclosure Guidance and Transparency Rules.
Excluded JSGI Shareholders
As set out in the Circular, Scheme Shares which would otherwise be issued to an Overseas JSGI Shareholder that constitutes an "Excluded JSGI Shareholder" as defined under the terms of the Scheme set out in the circular to JSGI Shareholders dated 19 September 2024, will instead be allotted to the Liquidators as nominees on behalf of such Excluded JSGI Shareholder who will arrange for such shares to be sold promptly in the market. The net proceeds of such sales (being after deduction of any costs incurred in effecting such sale) will be paid to the relevant Excluded JSGI Shareholder within 10 business days of the date of sale, save that where the proceeds of such sale are less than £5.00 per Excluded JSGI Shareholder, they will be retained in the Liquidation Pool rather than paid out.
Board appointment
Following Admission, Tom Walker will be appointed as a non-executive Director of the Company.
Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular.
FURTHER INFORMATION
For further information please contact:
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JPMorgan Japanese Investment Trust plc Stephen Cohen
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Contact via Company Secretary |
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JPMorgan Funds Limited (Company Secretary)
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+44 (0) 20 7742 4000
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Investec Bank plc (Sponsor, Financial Adviser and Broker to JPMorgan Japanese Investment Trust plc) Lucy Lewis Tom Skinner |
+44 (0) 20 7597 4000
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JPMorgan Funds Limited Simon Crinage Katie Standley (for JPMorgan Japanese)
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+44 (0) 20 7742 4000 |
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