PUBLICATION OF CIRCULAR
Summary by AI BETAClose X
The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon publication of this announcement, this inside information is now considered to be in the public domain.
LONDON STOCK EXCHANGE ANNOUNCEMENT
JPMORGAN GLOBAL CORE REAL ASSETS LIMITED
("JARA" or the "Company")
RECOMMENDED PROPOSALS FOR VOLUNTARY LIQUIDATION
AND
PUBLICATION OF CIRCULAR AND NOTICE OF EXTRAORDINARY GENERAL MEETING
Legal Entity Identifier: 549300D8JHZTH6GI8F97
Introduction
Further to its announcement of 30 June 2026, in which it signalled its intention to put forward proposals for the voluntary liquidation of the Company, the Board of JARA today announces the publication of a shareholder circular (the "Circular") setting out such proposals (the "Proposals") and giving notice of an Extraordinary General Meeting of the Company ("EGM") at which shareholder approval for the liquidation will be sought.
Background
On 20 December 2024, Shareholders approved proposals put forward by the Board for a managed wind-down of the Company. Since that date, the Company's investment objective has been to realise all assets in the Company's portfolio in an orderly manner with a view to making timely returns of capital to Shareholders. Over the ensuing eighteen months, the Company has returned approximately £163.5 million to Shareholders through a series of compulsory partial redemptions of Ordinary Shares as assets have gradually been realised.
The Company announced on 30 June 2026 that it had entered into an agreement with a third party for the disposal of the entirety of its holding in the 'Real Estate Equity - US' Strategy, and that as a result the Company has now fully realised its investment portfolio and holds its remaining assets entirely in cash, near cash or receivable assets. The Board is therefore now in a position to put forward proposals for the voluntary liquidation of the Company, so that the Company's remaining assets can be distributed to Shareholders in an efficient and timely manner.
The Proposals
Shareholders are being asked to approve the Proposals at an EGM of the Company to be held at the Company's registered office, Level 3, Mill Court, La Charroterie, St Peter Port, Guernsey, GY1 1EJ at 11.30 a.m. on 27 August 2026.
The Circular which has been published today sets out the details of the Proposals, which are as follows:
a) that the Company be wound up voluntarily;
b) that the Liquidators be given authority in accordance with the Articles to divide amongst the Shareholders entitled to the same in specie or in kind, the whole or any part of the assets of the Company, and may with the like authority vest any part of the assets of the Company in trustees upon such trust for the benefit of the Shareholders as the Liquidators with the like authority shall think fit;
c) that Linda Maree Johnson and Mark Russell Kelly of KPMG Advisory Limited, Glategny Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WR be appointed as Liquidators of the Company for the purpose of winding it up;
d) that the Liquidators be authorised to act jointly and severally in the liquidation;
e) that the fees incurred by the Liquidators in assisting the Directors in placing the Company into liquidation be paid as an expense of the liquidation;
f) that the remuneration of the Liquidators be fixed by reference to time properly spent by the Liquidators and their staff in matters arising in the liquidation, to be drawn from the Company's assets; and
g) that the Liquidators be authorised to transfer Shareholder distributions of less than £10.00 to the charity Lupus UK.
If the Resolutions to be put forward at the EGM are not approved by the requisite majority of Shareholders, the Board will not proceed with the Proposals. In that event, the Board will consider alternative proposals for the future of the Company, the implementation of which would likely result in additional costs being incurred.
The Proposals will, if approved, result in the Company entering voluntary liquidation immediately upon the passing of the resolution for voluntary winding-up. The Company's registration as a registered collective investment scheme will also be surrendered at the appropriate time.
(a) Appointment of Liquidators and liquidation
Subject to Shareholder approval of the Proposals at the EGM, Linda Maree Johnson and Mark Russell Kelly of KPMG Advisory Limited, Glategny Court, Glategny Esplanade, St Peter Port, Guernsey, GY1 1WR will be appointed as Liquidators of the Company and their remuneration will be fixed by reference to time properly spent by them in attending to matters arising in the liquidation. The appointment of the Liquidators will take effect immediately upon the passing of the Resolutions at the EGM. Upon the appointment of the Liquidators, all powers of the Board will cease and the Liquidators will be responsible for the affairs of the Company until it is wound up. The Liquidators will wind up the Company in accordance with the Companies (Guernsey) Law 2008, as amended, and will discharge the liabilities of the Company and, following satisfaction of all the creditors of the Company, divide the surplus assets (if any) of the Company among the Shareholders according to their respective rights and interests in the Company.
Further details of the Company's financial position and expected distributions to Shareholders in the liquidation are set out below.
If the Resolutions pass, John Scott and Helen Green will resign as Directors of the Company and Simon Holden will continue in office as the sole Director of the Company for the duration of the liquidation.
The Liquidators will establish a Liquidation Fund of such amount as they consider appropriate to meet the Company's actual and contingent outstanding liabilities and estimated costs and expenses whilst in liquidation (including liquidation costs, service provider costs and any other exposures which may arise during the liquidation). The Liquidation Fund will also include a Retention of £300,000 to cover any unknown or unascertained liabilities that might arise during the course of the liquidation. Any surplus funds remaining from the Liquidation Fund after the Liquidators have settled all liabilities, costs and expenses, will be distributed to Shareholders in the final liquidation distribution in May 2028 or earlier if available.
The Company's ability to make payments via CREST will be retained until after the Initial Distribution has been made. Any further distributions to Shareholders thereafter will be made by cheque, provided that any such amount payable to a Shareholder is £10.00 or more. Where less than £10.00 is payable to a Shareholder in respect of any such distribution, the amount will be transferred instead by the Liquidators to Lupus UK if approved by the Shareholders or otherwise it will be transferred bona vacantia along with any unclaimed distributions, as the distribution of any amount of less than £10.00 per Shareholder is likely to be nullified by the administrative costs of making such distribution.
After the liquidation of the Company and the distribution of surplus assets to Shareholders, existing certificates in respect of the Shares will cease to be of value and any existing credit of the Shares in any stock account in CREST will be redundant.
(b) Suspension of Shares from trading on the Main Market
The register of members will be closed at 6.30 p.m. on 26 August 2026 and the Shares will be disabled in CREST at the start of business on 27 August 2026. Accordingly, to be valid, all transfers must be lodged before 6.30 p.m. on 26 August 2026. Application will be made to the London Stock Exchange for suspension of trading in the Shares at 7.30 a.m. on 27 August 2026. The last day for dealings in the Shares on the London Stock Exchange on a normal rolling two-day settlement basis will be 24 August 2026. After 24 August 2026, dealings should be for cash settlement only and will be registered in the normal way if the transfer, accompanied by the documents of title, is received by the Company's Registrar by close of business on 26 August 2026. The record date, being the date for determining which Shareholders are entitled to receive liquidation distributions, is close of business on 26 August 2026.
Transfers received after the time specified above will be returned to the person lodging them and, if the Resolutions relating to the Proposals are passed, the original holder will receive any proceeds from distributions made by the Liquidators.
Any further Share transfers during the liquidation shall require authorisation from the Liquidators in accordance with the Articles and Guernsey law and will be at the Liquidators' discretion.
(c) Shares held in ISAs
If the Resolutions relating to the Proposals are passed, the Company intends to request that the FCA maintain the admission of the Shares to listing and that the LSE maintain the admission of the Shares to trading on the London Stock Exchange (albeit, in both cases, suspended) for such period as the FCA and the LSE may permit following the Company's entry into liquidation. The duration of any such suspension will be at the discretion of the FCA and the LSE respectively.
There can be no assurance as to the length of time for which the admission to trading of the Shares will be maintained but for so long as the Shares remain admitted to trading on the London Stock Exchange, the Shares should continue to be stocks and shares 'qualifying investments' for ISA purposes and ISA providers should therefore continue to permit the Shares to be held within ISA accounts during that period, with the proceeds of liquidation distributions continuing to be credited to each ISA Shareholder's ISA account. However, upon cancellation of the admission to trading of the Shares, the Shares will cease to be qualifying investments for ISA purposes and ISA providers may at that point remove the Shares from the relevant ISA Shareholder's ISA account. The Company currently expects that the Initial Distribution (as detailed further below) will be made prior to any cancellation of the admission to trading of the Shares, although this cannot be guaranteed.
(d) Service Providers
It is expected that the Registrar, MUFG Corporate Markets, will be retained by the Liquidators during the liquidation period.
The Company's designated administrator, J.P. Morgan Administration Services (Guernsey) Limited, will remain in place until such time as the Company has surrendered its registration as a registered collective investment scheme under Guernsey law.
Other than as set out above, the Company is taking steps to ensure that the appointment of its service providers will be terminated in due course following the Company's entry into liquidation.
(e) Costs of the Proposals
The overall costs and expenses to be incurred in relation to the Proposals (including the Liquidators' fees and fees for professional advice) are currently estimated to amount to £710,000, in addition to the estimated fees and expenses of service providers in the ordinary course of business up to the date of their termination in accordance with the terms of their engagement. Provision for these costs, along with the Retention of £300,000, has been made in the financial summary set out below.
(f) Financial Summary and expected distributions
The Company's investment portfolio has been fully realised and its remaining assets are held in cash, near cash and receivable assets. As at 20 July 2026, the Company's financial position is summarised as follows:
|
|
JARA as at 20 July 2026 |
|
Cash and Cash Equivalents |
£22,822,507 |
|
Receivables |
£2,872,082 |
|
Liabilities |
£(1,256,965) |
|
TOTAL |
£24,437,623 |
|
NAV per Share |
85.25p |
The Liquidators intend to make an Initial Distribution to Shareholders (currently expected to amount to approximately £21.6 million) on or around 17 September 2026. The quantum of the Initial Distribution reflects the exclusion of outstanding receivables (principally withholding tax reclaims of approximately £2.8 million) which will not be available for early distribution. Following the Initial Distribution, the Liquidators will retain the Retention of £300,000 to cover any unknown or unascertained liabilities that might arise or become known during the course of the liquidation.
In order to make the Initial Distribution, the Company has agreed terms for an insurance policy, subject to documentation, to cover its potential clawback exposure under the fund documentation relating to the Company's private fund investments. As is customary for funds of this nature, such fund documentation provides for the potential clawback of prior distributions in order to meet certain
specified liabilities of the relevant fund. The timing and quantum of distributions to be made by the Liquidators in the liquidation are constrained by such potential clawback obligations, and the Liquidators will not make distributions at any time which would exceed the limit of the insurance policy to be obtained and maintained by the Company in respect of such clawback exposure.
The Liquidators currently expect to make a final distribution to Shareholders in or around May 2028, at which point the Company's potential clawback exposure is expected to have reduced to a level below the limit of the relevant insurance policy. The final distribution will include any amounts received from outstanding receivables and any surplus remaining from the Liquidation Fund after the Liquidators have settled all liabilities, costs and expenses of the liquidation.
The Liquidators expect the liquidation to remain open until April 2029, being the last date on which potential clawback obligations may arise under the fund documentation relating to the Company's private fund investments. If the Liquidators are able to obtain confirmation that no clawback claims will be made by the relevant funds in advance of April 2029, the timetable for the final distribution and the completion of the liquidation may be brought forward accordingly.
Provided that the Proposals are approved, no audited financial statements of the Company for the accounting period ending 31 August 2026 (as previously extended by six months from 28 February 2026) or subsequent accounting periods will be prepared unless required for regulatory purposes. The Liquidators will instead provide Shareholders with accounts of all receipts and payments in the liquidation as required, including at any annual general meetings held during the liquidation and at the final meeting of Shareholders. The Liquidators will be required to call an annual general meeting within 15 months of the date of liquidation, at which a report and account of the Liquidators' dealings for the first 12 months of liquidation will be presented.
Shareholder Approval
The Proposals are conditional upon Shareholders' approval of the Resolutions to be proposed at the EGM. The EGM will be held at the Company's registered office, Level 3, Mill Court, La Charroterie, St Peter Port, Guernsey, GY1 1EJ on 27 August 2026 at 11.30 a.m.
Guernsey Regulatory Notification
The Guernsey Financial Services Commission will be notified of the Proposals in respect of the Company in accordance with and as required by the Registered Collective Investment Scheme Rules and Guidance, 2021 and it is expected that the Company will apply to surrender its registration as a regulated fund under Guernsey law, concurrently with or during the course of the liquidation.
Recommendation
The Board unanimously considers that the Proposals are in the best interests of the Company and its Shareholders as a whole. The Board recommends that Shareholders vote in favour of the Resolutions, as the Directors intend to do in respect of their own beneficial holdings of Shares, including Shares held by persons closely associated, which, in aggregate, amount to 64,137 Shares.
Expected Timetable of Events
The expected dates and sequence of events relating to the implementation of the Proposals are set out below:
|
Last day for normal market dealings
|
24 August 2026 |
|
Latest time and date for receipt of Form of Proxy for the Extraordinary General Meeting
|
11.30 a.m. on 25 August 2026 |
|
Record date for participation and voting at the Extraordinary General Meeting
|
6.30 p.m. on 25 August 2026 |
|
Closing of the Company's register and record date for participation in liquidation distributions
|
6.30 p.m. on 26 August 2026 |
|
Suspension of trading of the Shares on the London Stock Exchange
|
7.30 a.m. on 27 August 2026 |
|
Extraordinary General Meeting
|
11.30 a.m. on 27 August 2026 |
|
Announcement of results of the Extraordinary General Meeting
|
27 August 2026 |
|
Liquidators appointed
|
27 August 2026 |
|
Initial Distribution
|
on or around 17 September 2026 |
|
Final liquidation distribution
|
May 2028 |
|
Completion of liquidation
|
April 2029 |
Each of the times and dates in the expected timetable of events may be extended or brought forward without notice. If any of the above times and/or dates change materially, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through an RIS provider. All references are to London time unless otherwise stated.
31 July 2026
For the purpose of this announcement, save where the context requires otherwise, capitalised terms shall have the meanings set out in the Circular.
For Further Information
Priyanka Vijay Anand / Neil Martin / William Talkington
For and on behalf of
JPMorgan Funds Limited - Company Secretary and Manager
Telephone: 0800 20 40 20 or +44 1268 44 44 70
E-mail: jpmam.investment.trusts@jpmorgan.com
David Yovichic / Tom Skinner
Investec Bank plc - Broker
Telephone: 020 7597 4000
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