Result 2nd General Meeting & Scheme Entitlements
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26 March 2024
JPMorgan Multi-Asset Growth & Income plc
Legal Entity Identifier: 549300C0UCY8X2QXW762
Result of Second General Meeting and Scheme Entitlements
In connection with the proposals for the combination of JPMorgan Multi Asset Growth & Income plc (the "Company" or "MATE") with JPMorgan Global Growth & Income plc ("JGGI") by way of a scheme of reconstruction and voluntary winding up of the Company under section 110 of the Insolvency Act 1986 (the "Scheme"), the Board of the Company is pleased to announce the result of the Second General Meeting and Shareholders' entitlements under the Scheme.
Defined terms used in this announcement have the meanings given in the Company's circular to Shareholders dated 23 February 2024 (the "Circular").
Result of Second General Meeting
The Company announces that the special resolution to place the Company into members' voluntary liquidation was voted on and approved by Shareholders at the Second General Meeting held earlier today. Accordingly, Gareth Rutt Morris and Jonathan Dunn, both of FRP Advisory Trading Limited of Kings Orchard, 1 Queen Street, Bristol BS2 0HQ, have been appointed as joint liquidators of the Company. Details of the number of votes cast for, against and withheld in respect of the resolution, which was held on a poll, is set out below and will also be published on the Company's website www.jpmmultiassetgrowthandincome.com.
|
Special Resolution |
Votes For (including Discretionary) |
% |
Votes Against |
% |
Votes Total |
% |
Votes Withheld |
|
To appoint the Liquidators, place the Company into members' voluntary liquidation in accordance with the Scheme and grant the Liquidators certain powers. |
13,180,432 |
98.17 |
246,140 |
1.83 |
13,426,572 |
18.68 |
51,939 |
1. The number of Shares in issue as at the voting record time of 6.30 p.m. (London time) on 22 March 2024 (the "Voting Record Time") was 93,115,643. As at that date 21,247,235 Shares were held in treasury. Therefore, the total number of voting rights in the Company as at the Voting Record Time was 71,868,408.
2. A 'vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against the resolution.
The full text of the special resolution is set out in the Notice of Second General Meeting contained in the Circular.
The Circular is available for viewing on the Company's website at http://www.jpmmultiassetgrowthandincome.com and at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Suspension and Cancellation of Shares
The listing of the Company's Shares was suspended at 7.30 a.m. on 26 March 2024. An application has been made to the Financial Conduct Authority and to the London Stock Exchange for the cancellation of listing and admission to trading of the Shares with effect from 8.00 a.m. on 27 March 2024.
Entitlements under the Scheme
As at the Calculation Date, Shareholders' entitlements under the Scheme calculated in accordance with the terms of the Scheme were as follows:
MATE FAV per Share: 104.063823 pence
JGGI FAV per Share: 552.086482 pence
Therefore, Shareholders will receive 0.188492 New JGGI shares for each MATE Share.
Fractional entitlements to New JGGI Shares will not be issued under the Scheme and entitlements will be rounded down to the nearest whole number. No cash payment will be made or returned in respect of any fractional entitlements, which will be retained for the benefit of JGGI.
As noted in the Circular, the Directors have set aside sufficient assets in the Liquidation Pool to meet all estimated liabilities and contingencies, including the costs of the winding up of the Company and the costs of implementing the Scheme. The Directors have also provided in the Liquidation Pool for a retention of £100,000 which they, together with the joint Liquidators, consider sufficient to meet any unknown or unascertained liabilities of the Company.
The Liquidation Pool will be applied by the joint Liquidators in discharging all current and future, actual and contingent liabilities of the Company and any balance remaining after discharging such liabilities from the Liquidation Pool will in due course be distributed to Shareholders on the Register on the Effective Date pro rata to their respective holdings of MATE Shares in accordance with the terms of the Scheme.
Following the appointment of the Liquidators, all further enquiries regarding the Company should be made to the Liquidators, whose contact details are below.
In accordance with the Circular, Shareholders will receive their New JGGI Shares; (i) in relation to holders in CREST, via CREST on 27 March 2024; and (ii) in relation to certificated shareholders, in certificated form by 12 April 2024.
Pre-liquidation Dividend
As announced on 15 February 2024, the pre-liquidation dividend of 1.2 pence per Share was paid on 22 March 2024 to those Shareholders who were on the register as at close of business on 23 February 2024.
For further information please contact:
Liquidators +44(0) 117 203 3700
Gareth Morris
Susan Evans
JPMorgan Funds Limited +44 (0) 20 7742 4000
Simon Crinage
Fin Bodman
JPMorgan Funds Limited (Company Secretary) +44 (0) 20 7742 4000
Panmure Gordon (UK) Limited
Alex Collins +44 (0) 20 7886 2767
Ashwin Kohli +44 (0) 20 7886 2786
General
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