Winding Up and Reconstruction
Jupiter Int.Green Inv. Trust PLC
8 February 2001
Jupiter International Green Investment Trust PLC (the 'Company')
RECOMMENDED PROPOSALS FOR THE WINDING UP AND RECONSTRUCTION OF THE COMPANY
Introduction
The board of the Company hereby announces recommended proposals for the
winding up and reconstruction of the Company. The Proposals will enable
shareholders to realise their investment in the Company for cash, whilst at
the same time offering them the opportunity to roll-over some or all of their
investment in the Company into securities in a new investment trust, Jupiter
Global Green Investment Trust PLC ('JGGIT'), and/or a new authorised unit
trust, Jupiter Preference Fund.
Entitlements under the Proposals
Shareholders (other than certain overseas holders) are being offered the
following under the Proposals:
Ordinary Shareholders are being offered JGGIT Ordinary Shares at the Issue
Price with Participating Convertible Shares attached on the basis of 1 PCS for
every 5 Ordinary Shares and/or cash to the value of the Residual Net Asset
Value of their Ordinary Shares. For illustrative purposes only, it is
estimated that the Residual Net Asset Value, after deducting the estimated
expenses of the Proposals (but excluding any costs of revaluing the Company's
Portfolio), would have been 78.6 p per Ordinary Share as at 6 February 2001
(the latest practicable date prior to release of this announcement).
Zero Dividend Shareholders are being offered JGGIT Ordinary Shares at the
Issue Price (of 97p per Share) with Participating Convertible Shares attached
on the basis of 1 PCS for every 5 Ordinary Shares and/or Units in Jupiter
Preference Fund at the discounted rollover price of 47.62p and/or cash of
118.4p per Zero Dividend Share (being the terminal value of a Zero Dividend
Share).
Shareholders who elect for cash will receive cash from the liquidation of the
Company. Cheques in respect of the amounts due to Shareholders who have
elected for the Cash Option are expected to be despatched on, or as soon as
practicable after, 26 March 2001.
Background to the Proposals
Under the Company's articles, the Directors are obliged to convene an
extraordinary general meeting of the Company on 31 March 2001 at which a
special resolution must be proposed to place the Company into voluntary
liquidation, unless, on or before that date, the Directors have been released
from their obligation to do so by a special resolution of the Company. The
Directors believe that some Shareholders will wish to continue their
investment through a successor vehicle rather than simply to receive cash
(which would otherwise be the only option available to Shareholders in a
voluntary liquidation). These Proposals have been designed to provide
Shareholders with a choice as to what they can do with their investments at
the end of the Company's life.
Information on Jupiter Global Green Investment Trust PLC
Jupiter Global Green Investment Trust PLC is a new investment trust, the
successor to Jupiter International Green Investment Trust PLC, with ordinary
shares, Participating Convertible Shares and participating loan notes
denominated in sterling and to be traded on the London Stock Exchange. JGGIT's
objective is to provide ordinary shareholders with capital growth through a
diverse portfolio of socially responsible investments the majority of which
will be listed on a stock exchange. Up to 25 per cent. of JGGIT's assets may
be invested in unlisted securities (at the time of such investment). The
Directors of JGGIT intend to invest primarily in companies worldwide that are
responding positively to the challenge of environmental sustainability or are
making a positive commitment to social well-being, and which also show strong
performance or potential for growth.
The Directors of JGGIT do not currently anticipate that the Company will pay
any dividends. Jupiter has underwritten the initial Net Asset Value per
Ordinary Share at a minimum of 94p.
Participating Convertible Shares will attach to the JGGIT Ordinary Shares on
the basis of 1 PCS for every 5 JGGIT Ordinary Shares. Each PCS is convertible,
once only, into a JGGIT Ordinary Share on 14 October in the years 2001-2009 at
100p per JGGIT Ordinary Share.
Information of Jupiter Preference Fund
Jupiter Preference Fund (the 'Fund') is a new authorised unit trust to be
managed by Jupiter Unit Trust Managers Limited. The units in the Fund are
accumulation units denominated in sterling and are eligible to be held in
ISAs.
Zero Dividend Shareholders who so elect are being offered Units at the
discounted rollover price of 47.62p. Jupiter Unit Trust Managers' objective
and investment policy in relation to Jupiter Preference Fund is to achieve
long term capital growth by investing primarily in zero dividend preference
shares, but with power to invest in other securities, both in the UK and
overseas, which in Jupiter Unit Trust Managers' opinion offers prospects of
capital growth at low risk.
Cash Option
Shareholders who do not wish to hold shares in JGGIT or units in Jupiter
Preference Fund will be able to elect for the cash. Shareholders who elect of
this option will receive an amount in cash equivalent to their entitlement
under the Scheme.
Cheques in respect of the cash amount due to Shareholders who elect or are
deemed to have elected for cash are expected to be despatched to them on 26
March 2001 or as soon as practicable thereafter.
Default provisions and Overseas Shareholders
Shareholders who do not make a valid election for the purposes of the
proposals will be deemed to have made elections on the following basis:
1. Zero Dividend Shareholders will be deemed to have elected for Units in
Jupiter Preference Fund; and
2. Ordinary Shareholders will be deemed to have elected for JGGIT Ordinary
Shares (with PCSs attached).
The Scheme of Reconstruction
The proposals will involve a reconstruction of the Company pursuant to a
members' voluntary liquidation and the appointment of liquidators. The
Company's subsidiary JIGIT Securities Limited will also be put into
liquidation. After setting aside sufficient cash and assets to meet the
Company's liabilities and the expenses of the Scheme and the cost of the cash,
the liquidators will transfer the remaining cash and assets of the segregated
businesses of the Company in proportion to elections made by Shareholders to
the Trustee and JGGIT.
Approval and implementation of the Proposals
The Proposals are conditional upon:
i. the passing, by shareholders of, special resolutions to be proposed at an
extraordinary general meeting convened for 10.00 am on 9 March 2001 and
the passing by shareholders of a special and an extraordinary resolution
to be proposed at an extraordinary general meeting convened for 10.00 am
on 20 March 2001;
ii. the passing, by Ordinary Shareholders, of the extraordinary resolution to
be proposed at the separate class meeting of ordinary shareholders
convened for 10.05 am on 9 March 2001;
(iii) the passing, by zero dividend shareholders, of the extraordinary
resolution to be proposed at the separate class meeting of zero dividend
shareholders convened for 10.10 am on 9 March 2001;
(iv) the Scheme having become effective by midnight on 20 March 2001; and
(v) The UK Listing Authority agreeing to admit, subject to allotment, the
JGGIT ordinary shares and participating convertible shares to be issued
pursuant to the Scheme to the Official List and the London Stock Exchange
agreeing to admit, subject to allotment, such JGGIT Ordinary Shares and PCSs
to trading on the main market for Listed securities.
Advantages of the Proposals
Your Directors believe that the Proposals have significant attractions for
Shareholders in that:
1. JGGIT will purchase some of the Company's assets out of the liquidation
fund at the middle market values prevailing on 19 March 2001. As these values
will be higher than the prevailing selling price, this will reduce the costs
of realising the Company's assets; and
2. they will enable Shareholders to realise all or part of their investment
for cash whilst also offering them the alternative of rolling over their
investment into a new investment trust and/or unit trust.
Dividend
The Board intend to declare and pay two dividends simultaneously prior to the
implementation of the Proposals or winding up of the Company. The amount of
the dividends will be announced shortly and are being declared in order to
maximise the amount of income distributable to Ordinary Shareholders.
Costs and Expenses
The costs of the Proposals will be met by the Company out of the liquidation
fund. The total costs of the Proposals (before taking account of any costs
associated with the realisation of the Company's assets), were expected to
amount to approximately 0.83 per cent. of the Company's net assets as at the
close of business in London on 6 February 2001.
Management Agreement
The management agreement between the Company and Jupiter Asset Management
Limited will terminate on effective date of the scheme of reconstruction
without payment of compensation.
Timetable
7 March The Company's register of Shareholders closes
7 March 10.00 Latest time and date for receipt of Forms of Proxy for
am the First EGM
7 March 10.05 Latest time and date for receipt of Forms of Proxy for
am the Class Meeting of Ordinary Shareholders
7 March 10.10 Latest time and date for receipt of Forms of Proxy for
am the Class Meeting of Zero Dividend Shareholders
7 March 5.00 Latest time and date for receipt of Forms of Election
pm
9 March 10.00 First EGM
am
9 March 10.05 Class Meeting of Ordinary Shareholders
am
9 March 10.10 Class Meeting of Zero Dividend Shareholders
am
18 March 10.00 Latest time and date for receipt of Forms of Proxy for
am the Second EGM
19 March Payment of final dividend to Ordinary Shareholders
19 March 8.00 Opening of register in respect of Reclassified Shares
am and dealings in Reclassified Shares are expected to
commence
19 March Calculation Date for the valuation of the Company's
assets for the purposes of determining the entitlements
close of of Shareholders under the Proposals
business
20 March 8.00 Dealings in Reclassified Shares suspended
am
20 March 10.00 Second EGM
am
20 March Effective Date for the implementation of the Proposals
and commencement of liquidation
20 March Units in Jupiter Preference Fund issued
21 March 8.00 Dealings in JGGIT Ordinary Shares and PCSs offered
am pursuant to the Scheme commence
21 March JGGIT ordinary Shares and PCSs issued in uncertificated
form credited to the stock accounts in CREST of the
(or as soon as persons entitled thereto
possible
thereafter)
22 March Contract notes in respect of Jupiter Preference Fund
expected to be despatched
(or as soon as
possible
thereafter)
26 March Certificates are expected to be despatched in respect of
JGGIT Ordinary Shares and PCSs issued in certificated
(or as soon as form under the Proposals
possible
thereafter)
26 March Cheques expected to be despatched in respect of the
Cash.
Recommendation
Your Board, which has been so advised by Collins Stewart, believes that the
Proposals set out in this Circular are in the best interests of the Company
and of Shareholders as a whole.
Enquiries:
Andrew Watkins/Richard Pavry Tel: 020 7412 0703
Jupiter Asset Management Limited
Rolly Crawford/Paul Richards Tel: 020 7522 9977
Collins Stewart Limited
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