Publication of Circular
Summary by AI BETAClose X
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.
29 October 2026
JPMorgan UK Small Cap Growth & Income plc (“JUGI” or the “Company”)
Legal Entity Identifier: 549300PXALXKUMU9JM18
Proposed combination with Aberdeen UK Smaller Companies Growth Trust plc (“AUSC”)
Publication of Circular
The JUGI Board announced on 18 September 2026 that it had agreed heads of terms for a combination of the Company with Aberdeen UK Smaller Companies Growth Trust plc ("AUSC"). The Proposals will be implemented through a scheme of reconstruction of AUSC pursuant to section 110 of the Insolvency Act 1986 (the "Scheme"). Under the Scheme the majority of the assets of AUSC will be transferred to the Company in consideration for the issue of New JUGI Shares to, or for the benefit of, Eligible AUSC Shareholders.
The Board announces that the Company has today published a circular to provide details of the Proposals and includes the notice of the General Meeting to be held on 23 November 2026 at which JUGI Shareholder approval will be sought for a number of matters connected with, and resulting from, the Proposals.
The Circular will shortly be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.jpmorganuksmallcapgrowthandincomeplc.com.
The Company has also published a Shareholder Information Document, which will shortly be available on the Company’s website at www.jpmorganuksmallcapgrowthandincomeplc.com under “Documents”, or in hard copy on request to jpmam.investment.trusts@jpmorgan.com.
Benefits of the Proposals
The benefits of the Proposals are expected to include:
- Scale, market liquidity and marketability: Post-transaction, the enlarged JUGI will be one of the largest investment trusts in the AIC UK Smaller Companies sector. The enlarged JUGI will offer greater secondary market liquidity, additional cost efficiencies and, by virtue of its size, greater attention from wealth managers and stronger appeal to retail investors.
- Value for money and lower ongoing charges: Conditional on the Proposals becoming effective, JUGI will benefit from a reduced management fee structure of 0.60 per cent., chargeable on net assets up to £200 million, and 0.55 per cent. chargeable on net assets in excess of £200 million. JUGI already has a competitive ongoing charges ratio of 75 bps. Following completion of the Proposals, it is estimated that the ongoing charges ratio of the enlarged JUGI will be 70 bps, representing a 7 bps and 5 bps reduction as compared with AUSC's and JUGI's current ongoing charges ratios. Historic ongoing charge ratios and reductions thereto, are with reference to the OCRs of AUSC and JUGI presented in their annual reports for the periods to 30 June 2026 and 31 July 2026, respectively.
- JPMF's commitment and financial contribution: JPMF, the investment manager of JUGI and a market leader in UK investment trusts with AUM of approximately £16.0 billion, will make a substantial financial contribution to the Proposals, a proportion of which is expected to benefit Eligible AUSC Shareholders who elect for the Rollover Option. In addition, JPMF is making a separate contribution, post-transaction, to the enlarged JUGI's marketing and promotional activities, which will benefit all shareholders of the enlarged JUGI.
- NAV preservation for the enlarged JUGI Shareholders: Existing JUGI Shareholders and AUSC Shareholders rolling over their investment into New JUGI Shares are expected to be largely insulated from the Proposal Costs incurred by each entity in connection with the Proposals.
- Continued exposure to UK Smaller Companies through the investment trust structure: JUGI seeks to provide capital appreciation through investment in a diversified portfolio of UK listed smaller companies, emphasising capital growth, thus providing AUSC Shareholders with the opportunity to remain invested in an investment trust that has a mandate that is similar to AUSC's.
- Strong performance: JUGI has a strong NAV total return performance, having delivered 11.0 per cent., 44.4 per cent., 3.8 per cent. and 151.1 per cent. versus its composite benchmark return of 11.4 per cent., 37.6 per cent., 3.9 per cent. and 66.3 per cent. over one, three, five and 10 years respectively to 30 September 2026 and has a track record of alpha generation across a variety of market conditions.
- Attractive dividend policy: JUGI operates an enhanced dividend policy targeting a 4 per cent. annual yield based on the prior year-end NAV, paid quarterly, drawing from both income and realised capital returns. This approach delivers an attractive and regular income for investors, without impacting the way in which JUGI's portfolio managers select JUGI's investments.
- Complementary shareholder base: There is considerable overlap between JUGI's and AUSC's top shareholders, potentially offering Eligible AUSC Shareholders the opportunity to consolidate their investments into a larger, more liquid trust.
- Ability to stay invested in a tax efficient manner: Eligible AUSC Shareholders who elect or are deemed to elect for the Rollover Option are expected to be able to do so without triggering a charge to UK capital gains tax.
- Substantial cash exit available: AUSC Shareholders will have the option to realise some or all of their holding in AUSC for cash, at AUSC's Residual NAV less a 2 per cent. discount, subject to an aggregate cap of 35 per cent. of AUSC's issued share capital.
The Scheme
The proposed combination of the Company with AUSC, if approved by the two companies’ Shareholders (effected by approval of the Allotment Resolution in the case of JUGI), will be implemented through a scheme of reconstruction of AUSC under section 110 of the Insolvency Act. AUSC will be placed in members’ voluntary liquidation and the majority of its assets, which will form the Rollover Pool, will be transferred to the Company in exchange for the issue of New JUGI Shares to, or for the benefit of, AUSC Shareholders who have elected, or are deemed to have elected for the Rollover Option.
AUSC Shareholders will also have the ability to elect for the Cash Option under the Scheme. There is, however, an Overall Limit on the number of AUSC Shares that can be elected for this Cash Option of 35 per cent. of the AUSC Shares in issue (excluding treasury shares).
The assets of AUSC will be divided into the following three pools for the purposes of the Scheme:
- the pool of cash, undertaking and other assets to be transferred to the Company pursuant to the Transfer Agreement in consideration for the issuance of the New JUGI Shares to AUSC Shareholders, and to the Liquidators of AUSC for sale in the market for the benefit of certain AUSC Shareholders (the "Rollover Pool");
- the pool of cash, undertaking and other assets established for distribution by AUSC to participating AUSC Shareholders electing or being deemed to elect for the Cash Option (the "Cash Pool"); and
- the pool of cash, undertaking and other assets to be retained by the Liquidators to meet all known and unknown liabilities of AUSC and other contingencies (the "Liquidation Pool").
Subject to receipt of the Shareholder approvals referred to below and the satisfaction or waiver of the other Scheme Conditions, the Scheme will take effect on the Effective Date, when the AUSC Liquidators will transfer the Rollover Pool to the Company and the New JUGI Shares will be allotted, subject to Admission, to, or for the benefit of, AUSC Shareholders. Details of the Scheme Conditions are set out in section 7 of Part I of the Circular.
The New JUGI Shares will only be issued pursuant to the Scheme. The New JUGI Shares will rank pari passu in all respects with the existing Shares save that they will not rank for any JUGI dividend having a record date prior to the Effective Date of the Scheme. The New JUGI Shares will rank pari passu with the existing JUGI Shares for all dividends declared, made or paid with a record date on or after the Effective Date.
Manager's contribution to costs and management fee reduction
Contribution to costs
Conditional upon the Scheme becoming effective the Manager has agreed to contribute, for the benefit of all Shareholders in the enlarged JUGI, the following amounts, calculated by reference to the management fees payable at the prevailing marginal management fee rate on the value of the assets rolling into JUGI from AUSC. The Manager's Contribution comprises:
- a Management Fee Waiver equivalent to 12 months of such management fees; and
- a one-off post-Scheme Marketing Contribution to the marketing expenses of the enlarged JUGI of an amount equivalent to three months of such management fees.
New Management Fee Arrangements
The Existing Management Fee payable by the Company to the Manager is a tiered arrangement calculated by reference to the Net Asset Value of the Company, on the following basis:
- 0.65 per cent. per annum on the first £200 million of the Company’s Net Asset Value; and
- 0.55 per cent. per annum on the Company’s Net Asset Value in excess of £200 million.
Conditional on the Scheme becoming effective, the Investment Management Agreement will be amended with the New Management Fee being similarly paid on a tiered basis by reference to the Net Asset Value of the Company as follows:
- 0.60 per cent. per annum on the first £200 million of the Company’s Net Asset Value; and
- 0.55 per cent. per annum on the Company’s Net Asset Value in excess of £200 million.
The New Management Fee will continue to be calculated and paid monthly in arrears on the last business day of each month based on the Company’s Net Asset Value as at the last business day of the previous month.
Costs and expenses of the proposals
Costs of the Company
The JUGI Proposal Costs incurred by the Company prior to the Effective Date in connection with the implementation of the Scheme and which exclude, for the avoidance of doubt, any JUGI Acquisition Costs will be borne by JUGI Shareholders and reflected in the Scheme calculations. These are estimated not to exceed £600,000 (including irrecoverable VAT). The JUGI Proposal Costs are subject to the Proposal Costs mitigation described in section 4 of Part I of the Circular in calculating the JUGI FAV per Share.
In addition, the enlarged Company, and therefore all Shareholders following implementation of the Scheme, will bear the JUGI Acquisition Costs that the Company will incur in connection with the acquisition of the assets comprised in the Rollover Pool and any reinvestment or deployment of cash upon receipt.
The enlarged Company will also bear the London Stock Exchange fees in respect of the Admission of the New JUGI Shares.
If the Scheme does not become effective, certain costs and expenses incurred in connection with the Transaction will nevertheless have been incurred by the Company. If the Transaction does not complete, each of the Company, the Manager and AUSC will bear its own costs and expenses incurred in connection with the Proposals.
Costs of AUSC
The costs to be borne by AUSC Shareholders, excluding the AUSC Portfolio Realignment Costs, are estimated to be approximately £1.1 million (including irrecoverable VAT) (the “AUSC Proposal Costs”). The AUSC Proposal Costs are subject to the Proposal Costs mitigation described in section 4 of Part I of the Circular in calculating the AUSC Rollover FAV per Share.
The AUSC Portfolio Realignment Costs incurred by AUSC prior to the Calculation Date in realising investments that are not to be transferred to the Company pursuant to the Scheme and in investing cash in one or more exchange-traded funds, OEICs and futures pending implementation of the Scheme shall be borne by AUSC Shareholders and reflected in the Scheme calculations after taking account of the Proposal Costs mitigation described in section 4 of Part I of the Circular.
JUGI Shareholder approvals
Although the Company’s participation in the Scheme does not require the approval of the JUGI Shareholders under the Articles or under the Companies Act, in order to issue the New JUGI Shares it is necessary for the Company to have the requisite Share issuance authority from JUGI Shareholders. That authority will be conferred by the Allotment Resolution. The other Resolutions to be proposed at the General Meeting, which relate to certain matters connected with, and arising as a result of the Proposals and are conditional upon the Allotment Resolution being passed and the Scheme becoming effective.
Resolutions will be put to JUGI Shareholders at the General Meeting for:
- the Directors to be authorised to allot the New JUGI Shares pursuant to the Scheme (“Resolution 1” or the “Allotment Resolution”);
- the Directors to be granted a general authority to allot further Shares pursuant to Section 551 of the Companies Act by reference to the size of the Company’s Share capital as enlarged by the Scheme (“Resolution 2” or the “Further Allotment Resolution”);
- the aggregate annual limit on Directors' remuneration to be increased from £250,000 to £300,000 (“Resolution 3” or the "Remuneration Limit Resolution");
- the statutory pre-emption rights contained in the Companies Act to be disapplied in respect of allotments of Shares for cash pursuant to the Further Allotment Resolution (“Resolution 4” or the “Pre-emption Resolution”);
- the Company to be given additional authority to make market repurchases of its Shares ("Resolution 5" or the "Share Repurchase Resolution"); and
- the Company's share premium account to be cancelled ("Resolution 6" or the “Share Premium Account Resolution”).
Recommendation
The Board, which has been advised by the Financial Adviser, considers that the Proposals and the Resolutions to be proposed at the General Meeting are in the best interests of the Company and of JUGI Shareholders as a whole. Accordingly, the Board unanimously recommends that JUGI Shareholders vote in favour of all of the Resolutions to be proposed at the General Meeting.
The Directors intend to vote (or, as the case may be, procure the voting of) their beneficial holdings in favour of the Resolutions in respect of their aggregate holding, including persons closely associated, of 51,114 Shares, which represents 0.04 per cent. of the Company’s issued share capital as at the date of this Circular.
Expected timetable
General meetings
|
Publication of this Circular and the Form of Proxy for the General Meeting |
29 October 2026 |
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Latest time and date for receipt of the Form of Proxy for the General Meeting |
3.30 p.m. on 19 November 2026 |
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General Meeting |
3.30 p.m. on 23 November 2026, or, if later, as soon thereafter as the 2026 AGM convened at 3.00 p.m. has concluded |
|
Announcement of results of the General Meeting |
23 November 2026 |
Scheme
|
Publication of this Circular and the Shareholder Information Document |
29 October 2026 |
|
First AUSC General Meeting |
10.00 a.m. on 23 November 2026 |
|
Record Date for entitlements under the Scheme |
30 November 2026 |
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Calculation Date for the Scheme |
3 December 2026 |
|
Second AUSC General Meeting |
10.00 a.m. on 8 December 2026 |
|
Announcement of the results of the Scheme and respective FAVs per share |
8 December 2026 |
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Effective Date for implementation of the Scheme |
8 December 2026 |
|
Commencement of dealings in New JUGI Shares |
9 December 2026 |
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CREST accounts of AUSC Shareholders credited in respect of New JUGI Shares in uncertificated form |
9 December 2026 |
|
Certificates despatched by post in respect of New JUGI Shares in certificated form |
No later than 22 December 2026 |
All times are UK times. Each of the times and dates in the above expected timetable (other than those relating to the General Meetings, which may not be brought forward) may be extended or brought forward. Any changes to the expected timetable set out above will be notified to the market by the Company via an RIS announcement.
Defined terms used in this announcement have the meanings ascribed to them in the Circular unless the context otherwise requires.
For further information please contact:
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JPMorgan UK Small Cap Growth & Income plc Katrina Hart
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Contact via Company Secretary |
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JPMorgan Funds Limited (Manager) Simon Elliott Katie Standley William Talkington
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+44 (0) 800 20 40 20 |
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JPMorgan Funds Limited (Company Secretary) |
+44 (0) 800 20 40 20 |
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Graham Fenwick |
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Panmure Liberum Limited (Financial Adviser and Broker) Alex Collins Ashwin Kohli
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+44 (0)20 3100 2000 |
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