TIDMJMF
RNS Number : 6475A
JPMorgan Mid Cap Invest Trust PLC
23 January 2024
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, NEW
ZEALAND, 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.
23 January 2024
JPMorgan Mid Cap Investment Trust plc
Legal Entity Identifier: 549300QED7IGEP4UFN49
Proposals for the Recommended Winding-up of the Company and
combination with JPMorgan UK Smaller Companies Investment Trust
plc
Introduction
The Board of JPMorgan Mid Cap Investment Trust plc (the
"Company" or "JMF") announces that it has today published a
shareholder circular (the "Circular") setting out proposals for the
recommended winding-up of the Company and combination with JPMorgan
UK Smaller Companies Investment Trust plc (to be renamed JPMorgan
UK Small Cap Growth & Income plc) ("JMI").
The Board announced on 14 November 2023 that it had agreed heads
of terms for a combination of the assets of the Company with JMI by
means of a scheme of reconstruction and winding-up of the Company
under section 110 of the Insolvency Act 1986 (the "Scheme" or
"Transaction"). While the tax circumstances of individual
Shareholders will differ, this structure is designed to ensure that
the Transaction does not trigger a capital gains tax liability for
UK taxpayers who do not elect for the Cash Option (as defined
below).
The Scheme comprises a members' voluntary liquidation and a
scheme of reconstruction of the Company under which Shareholders
will be entitled to elect to receive in respect of some or all of
their Shares:
(a) New JMI Shares (the "Rollover Option"); and/or
(b) cash (subject to an overall limit of 15 per cent. of the
Shares (excluding Shares held in treasury) in issue) (the "Cash
Option").
The Cash Option will be offered at a discount of 2 per cent. to
the Residual NAV per Share (the "Cash Option Discount"). The value
arising from the Cash Option Discount will be for the benefit of
the enlarged JMI.
Shareholders can make different Elections in respect of
different parts of their holdings. Shareholders (other than
Excluded Shareholders) who make no Election (or no valid Election)
will be deemed to have elected for the default option, being the
Rollover Option, in respect of their entire holding of Shares.
The choice between the options available under the Transaction
will be a matter for each Shareholder to decide and will be
influenced by their investment objectives and by their personal,
financial and tax circumstances. Accordingly, Shareholders should,
before making any Election, read carefully all the information in
the Circular and in the JMI Prospectus and take financial advice
where required.
The purpose of the Circular is to explain the background to and
rationale for the Transaction and the actions required to be taken
in order for it to be implemented, as well as to convene the two
General Meetings that are required to implement the Transaction,
notices of which are set out at the end of the Circular. Further
details of the Resolutions to be proposed at the General Meetings
are set out below. The expected timetable associated with the
Transaction is provided at the end of this announcement.
The Board, which has been so advised by Investec, considers the
Transaction to be in the best interests of Shareholders as a whole
and recommends that Shareholders vote at the General Meetings in
favour of the Resolutions required to implement the Transaction as
the Directors intend to do in respect of their own beneficial
holdings of Shares. In providing advice to the Board, Investec has
relied on the Board's commercial assessment of the Transaction.
Background to and rationale for the Transaction
The Board believes that the Transaction will enable those
Shareholders rolling over into JMI to benefit from, among other
things, continued exposure to a UK long-only equity strategy
delivered by one of the leading managers of closed-ended investment
vehicles in the UK, and also the greater economies of scale that
are expected to result from the enlarged asset base, including cost
efficiencies and greater liquidity in the JMI Shares.
Both the Company and JMI invest for capital growth and, whilst
JMI's investment objective is to invest in a diversified portfolio
of UK listed smaller companies, as opposed to the Company's
objective of investing in medium-sized UK listed companies, there
is a significant overlap in the holdings of the two portfolios,
with both portfolios managed by the same lead portfolio managers.
As at 1 January 2024 there was a commonality in portfolio holdings
between JMI and JMF of c.47.7 per cent. [1]
The current investment manager of both companies, JPMF, and the
Company's lead portfolio managers, Georgina Brittain and Katen
Patel, will, following the successful completion of the
Transaction, continue to manage the enlarged JMI, investing in
accordance with JMI's existing investment objective and policy.
In order to complete the Transaction, Shareholder approval for
the Scheme is required at the First General Meeting and, if such
approval is forthcoming, further Shareholder approval is then
required at the Second General Meeting in order to take the formal
steps of winding-up the Company voluntarily, appointing the
Liquidators to implement the Scheme and applying for the
cancellation of the listing of the JMF Shares on the Official List
pursuant to the Listing Rules. Implementation of the Transaction is
conditional also on the approval of JMI Shareholders to the issue
of the New JMI Shares. In accordance with the Scheme, Shareholders
will be allotted New JMI Shares at the point at which the Company
enters liquidation.
If Shareholder approval for the Scheme is granted at the First
General Meeting, the Company and/or the Manager (or their agents)
will to the extent practicable seek to realign the Company's
portfolio so that, immediately prior to the Scheme taking effect,
it contains, in addition to assets and cash destined to become the
Liquidation Pool, investments which are suitable to be held by JMI
in accordance with its current investment policy, and also to
ensure that the Company has suf cient cash to meet the amounts
expected to be due in respect of Elections for the Cash Option.
Summary information on JMI
JMI is a London-listed public limited company incorporated in
England and managed by JPMF, with an unaudited net asset value as
at 18 January 2024 of approximately GBP246.89 million. JPMF, as
Manager and AIFM of JMI, has delegated investment management
responsibilities in respect of JMI to JPMAM.
A shareholder meeting of JMI has been convened for 12 February
2024 at which authority will be sought to allot the New JMI
Shares.
Subject to the successful completion of the Transaction, the JMI
Board will resolve to rename JMI as JPMorgan UK Small Cap Growth
& Income plc.
JMI strategy and investment team
JMI seeks to achieve capital growth from UK listed smaller
companies by outperformance of its benchmark index, the Numis
Smaller Companies plus AIM (excluding Investment Companies) Index
(the "JMI Benchmark") and a rising share price over the longer term
by taking carefully controlled risks.
The purpose of JMI is to provide capital appreciation for JMI
Shareholders from a diversified portfolio of UK-listed and quoted
small companies, emphasising capital rather than income growth and
aiming to outperform the JMI Benchmark over the longer term.
The investment management team for JMI is led by Georgina
Brittain and Katen Patel, who are currently also the lead portfolio
managers for the Company.
Performance
The NAV total return of JMI , JMF and the JMI Benchmark over the
ten year period ending 31 December 2023 is set out below. While the
data shown are not directly comparable, the Board believes they
illustrate that an investment in JMI is attractive for all
Shareholders.
31 December 2023 1 year 2 years 3 years 5 years 10 years 10 years
p.a.
JPMorgan UK Smaller
Companies NAV (cum
income, debt at
fair value) 7.41% -22.70% -0.28% 64.36% 109.99% 7.70%
------- -------- -------- -------- --------- ---------
JPMorgan Mid Cap
NAV (cum income,
debt at fair value) 13.41% -22.91% -3.84% 22.34% 68.09% 5.33%
------- -------- -------- -------- --------- ---------
Numis Smaller Companies
plus AIM Net GBP 3.21% -19.43% -3.29% 23.97% 52.87% 4.34%
------- -------- -------- -------- --------- ---------
Source: JPMAM and Bloomberg, as at 31 December 2023. Past
performance is not a guide to current and future performance. The
value of your investments and any income from them may fall as well
as rise and you may not get back the full amount you invested.
JMI dividend policy
JMI declared dividends totalling 7.70 pence per JMI Share in
respect of the financial year ended 31 July 2023, which represented
an annual dividend equivalent to 2.48 per cent. of JMI's unaudited
net asset value per JMI Share as at 31 July 2023, which was paid on
7 December 2023.
The JMI Board will announce a pre-completion interim dividend of
3.60 pence per JMI Share on or around the date of the JMI
Prospectus. The pre-completion dividend will be paid in cash only
and is expected to be paid on 27 February 2024 to JMI Shareholders
on the register of members of JMI on 9 February 2024, subject to
the passing of the Resolution at the First General Meeting and the
passing of the JMI Resolution at the JMI General Meeting.
Subject to the successful completion of the Transaction, JMI
intends to introduce an enhanced dividend policy, targeting a 4 per
cent. yield on the NAV per annum, calculated on the basis of 4 per
cent. of audited NAV as at 31 July each year, being the end of the
preceding financial year of JMI.
Under the enhanced dividend policy, JMI will move from a final
annual dividend to equal quarterly interim dividends, to be
announced in August, November, February and May and expected to be
paid in October, January, April and July each year.
Following the successful completion of the Transaction, and in
lieu of any other interim dividend for the financial year of JMI
ending 31 July 2024, JMI will announce an interim dividend of 2 per
cent. of the unaudited net asset value of the enlarged JMI as at
the date of Admission. This interim dividend is expected to be
announced in May 2024 and will be paid to JMI Shareholders in July
2024.
On the assumption the Transaction completes successfully and
using an estimated unaudited Net Asset Value of the enlarged JMI of
GBP430 million [2] , the enhanced dividend policy would equal an
aggregate annual distribution of approximately 12.48 pence per JMI
Share [3] , which represents a significant increase from the
previous financial year's total final dividend.
For comparative purposes, based upon JMF's Share price of 876.0
pence and a NAV per Share of 1,029.6 pence as at 30 June 2023, the
Company's total dividend of 31.75 pence per Share for the 2022/23
financial year represented a dividend yield (on Share price) of 3.6
per cent. and 3.1 per cent. of the NAV per Share. Shareholders who
roll into JMI under the Scheme would therefore enjoy a higher
dividend yield under the enhanced dividend policy to be implemented
by JMI, if achieved, as compared with the Company's dividend yield
for the 2022/23 financial year.
JMI has the ability to pay dividends out of capital and does
currently pay its dividends, in part, out of its realised capital
profits.
JMI intends to comply with the requirements for maintaining
investment trust status for the purposes of section 1158 of the
Corporation Tax Act 2010 regarding distributable income. JMI will
therefore distribute its income such that it does not retain in
respect of any accounting period an amount greater than 15 per
cent. of its income (as calculated for UK tax purposes) for that
period.
JMI Board
Upon the Scheme becoming effective, Richard Gubbins, Lisa Gordon
and Hannah Philp, Directors of the Company, will each join the
board of JMI as a non-executive director.
Benefits of the Transaction
The Board notes a number of attractions to a combination with
JMI:
-- Scale : The enlarged JMI is expected to have a net asset
value of approximately GBP430 million (based on valuations as at 18
January 2024), [4] creating a leading investment vehicle for
UK-listed or quoted smaller companies while also improving
secondary market liquidity for its shareholders.
-- Reduced management fee for the enlarged JMI : Following the
successful completion of the Transaction, the Manager has agreed to
lower the threshold for tiering the management fee payable by the
enlarged JMI from 0.65 per cent. p.a. on JMI's net assets up to
GBP300 million and 0.55 per cent. p.a. thereafter, to 0.65 per
cent. p.a. on JMI's net assets up to GBP200 million and 0.55 per
cent. p.a. thereafter, to align with the Company's existing
management fee. The blended management fee rate on the enlarged JMI
immediately following completion of the Transaction will be 60
basis points, which is 4 basis points lower than the blended rate
of 64 basis points which currently applies to the Company. [5]
-- Lower ongoing charges : Shareholders in the enlarged JMI are
expected to benefit from an ongoing expense ratio of c.0.80 per
cent., considerably lower than the Company's ongoing expense ratio
of 0.93 per cent. for the last financial year, as a result of fixed
costs being spread over a larger asset base and the changes to the
management fee.
-- Contribution to costs : As described below, the Manager has
agreed to make a significant cost contribution in respect of the
Transaction by way of a fee waiver which is expected to offset some
of the direct transaction costs for shareholders in the enlarged
JMI.
-- Three-year continuation vote : At present, the Company does
not have a commitment to hold a continuation vote in the future.
The enlarged JMI will retain JMI's existing continuation vote which
is put to shareholders every three years.
-- Broader investment policy : The Board believes that
Shareholders who elect for the Rollover Option will benefit from
JMI's broader investment objective and policy which, as at 31
December 2023, has enabled JMI to have over 40 per cent. of its
investment portfolio invested in listed and quoted companies with
market capitalisations ranging from GBP1 billion to GBP3
billion.
-- Shareholder diversification : The Transaction will allow a
number of shareholders to consolidate their holdings across the two
companies while also creating a more diverse shareholder base.
Further details on JMI, including details of its investment
strategy and key characteristics of its portfolio, are set out in
Part 2 of the Circular and will be set out in the JMI
Prospectus.
Dividends
The Board has announced a pre-liquidation dividend of 14.00
pence per JMF Share which will be paid to the Shareholders prior to
the Effective Date in lieu of any other interim dividend for the
year to 30 June 2024. The pre-liquidation dividend will be paid out
in cash and the dividend reinvestment programme arrangement will
not apply. It is not anticipated that there will be any further
dividends paid by the Company in relation to the current financial
period or for the period up to the liquidation of the Company.
Costs of implementing the Scheme
Costs of the Company
The costs incurred by the Company in relation to the Transaction
include both direct costs, being the costs necessary for the
implementation of the Transaction, and indirect costs, being the
costs associated with the realignment of the Company's
portfolio.
Direct costs
The costs directly incurred (or to be incurred) by the Company
in implementing the Transaction primarily comprise legal and
financial advisory fees and Liquidators' fees. Such costs, which
will be payable by the Company and thereby borne by Shareholders,
are estimated (prior to taking into account the Manager's
Contribution (which shall be for the benefit of the enlarged JMI)
and excluding the Liquidators' Retention, both as detailed below)
to be approximately GBP1.1 million (including irrecoverable
VAT).
Indirect costs
The Company will also incur indirect costs in disposing of
certain of the existing investments in the Company's portfolio and
acquiring investments consistent with JMI's current investment
policy (the "JMF Portfolio Realignment Costs"). The JMF Portfolio
Realignment Costs will be borne by the enlarged JMI (including
those Shareholders who elect for the Rollover Option and receive
New JMI Shares pursuant to the Scheme).
Costs of JMI
The costs incurred by JMI in connection with the implementation
of the Transaction include legal fees, financial advisory fees,
other professional advisory fees, printing costs and other
applicable expenses (the "JMI Implementation Costs"). The JMI
Implementation Costs will be borne by existing JMI Shareholders
and, prior to the Manager's Contribution (which shall be for the
benefit of the enlarged JMI, as detailed below) are estimated to be
approximately GBP1.1 million (including irrecoverable VAT).
The enlarged JMI (including those Shareholders who elect for the
Rollover Option and receive New JMI Shares pursuant to the Scheme)
will bear:
-- any stamp duty, SDRT or other transaction tax, or investment
costs it incurs for the acquisition of the Rollover Pool or the
deployment of the cash therein upon receipt (the "JMI Acquisition
Costs");
-- the FCA and London Stock Exchange fees in respect of the admission of the New JMI Shares; and
-- the JMF Portfolio Realignment Costs (see above under "Costs of the Company").
Manager's Contribution
JPMF has agreed to make a contribution (the "Manager's
Contribution") to the costs of the Transaction by way of a waiver
of part of the ongoing management fee payable by JMI. The Manager's
Contribution will be an amount equal to six months of JMI's
prevailing management fee calculated on the value of the net assets
transferred to JMI by the Company pursuant to the Scheme. The
nancial value of the Manager's Contribution is estimated at
approximately GBP514,561 based on the estimated unaudited net asset
value of the assets to be transferred to JMI as at 18 January 2024
(assuming full participation by Shareholders under the Cash Option
and no Dissenting Shareholders).
100 per cent. of the Manager's Contribution will be allocated to
benefit the shareholders of the enlarged JMI (including those
Shareholders who elect for the Rollover Option and receive New JMI
Shares pursuant to the Scheme).
Liquidators' Retention
Under the Scheme, in order to ensure the Company can meet all
known and unknown liabilities of the Company and other
contingencies during the course of the liquidation, the
Liquidators' Retention and other assets will be appropriated to the
Liquidation Pool.
The Liquidators' Retention is estimated at GBP150,000 (which
represents 0.1 per cent. of the Company's unaudited net asset value
as at 18 January 2024) and will be retained by the Liquidators to
meet any unknown or unascertained liabilities of the Company. To
the extent that some or all of the Liquidators' Retention remains
when the Liquidators are in a position to close the liquidation,
such amount together with any other funds remaining in the
Liquidation Pool will be returned to Shareholders on the Register
as at the Effective Date. If, however, any such amount payable to
any Shareholder is less than GBP5.00, it shall not be paid to the
Shareholders but instead shall be paid by the Liquidators to the
Nominated Charity.
Further details of the Scheme
Entitlements under the Scheme
Under the Scheme, Shareholders on the Register on the Record
Date may elect or may be deemed to have elected to receive:
-- such number of New JMI Shares as have a value (at the JMI FAV
per Share) equal to the proportion of the Rollover Pool
attributable to the number of Shares held by Shareholders that have
elected, or are deemed to have elected for, the Rollover Option;
or
-- subject to an overall cap on such Elections (in aggregate) of
15 per cent. of the Shares (excluding Shares held in treasury) in
issue on the Calculation Date, an amount of cash equal to the Cash
Pool NAV per Share multiplied by the number of Shares so elected,
net of the costs of realising the assets allocated to the Cash
Pool.
Shareholders can make different Elections in respect of
different parts of their holdings.
The default option under the Scheme (other than for Excluded
Shareholders) is to receive New JMI Shares, meaning that
Shareholders who, in respect of all or part of their holding of
Shares, do not make an Election, or who do not make a valid
Election, will be deemed to have elected for New JMI Shares in
respect of such holding. If Shareholders wish to receive New JMI
Shares in respect of all of their Shares, there is no need to
complete and return a Form of Election (which they will receive if
they hold their Shares in certi cated form) or to submit a TTE
Instruction (if they hold their Shares in uncerti cated form).
If Shareholders wish to receive cash in respect of all or part
of their holding of Shares (subject to the potential scaling back
of Elections for the Cash Option), they must either complete and
return a Form of Election or submit a TTE Instruction (depending on
how their Shares are held) in respect of the number of Shares for
which they wish to make an Election for the Cash Option. They will
be deemed to have elected to receive New JMI Shares in respect of
the remainder of their holding, as well as any scaled back
Elections for the Cash Option.
Fractions of New JMI Shares will not be issued under the Scheme
and entitlements to such New JMI Shares will be rounded down to the
nearest whole number.
As described above, under the Scheme, in order to ensure the
Company can meet all known and unknown liabilities of the Company
and other contingencies during the course of the liquidation, the
Liquidators' Retention and other assets will be appropriated to the
Liquidation Pool.
After the appropriation to the Liquidation Pool, there shall be
appropriated to the Cash Pool and the Rollover Pool the remaining
assets of the Company in the manner described in paragraph 3.2 of
Part 4 of the Circular. Such appropriation includes the application
of a discount of 2 per cent. to the Residual NAV per Share in
relation to those Shares in respect of which Shareholders have
elected to receive cash (the "Cash Option Discount"). The value
arising from the application of the Cash Option Discount (the "Cash
Option Discount Amount") shall be for the benefit of the enlarged
JMI (including those Shareholders who elect for the Rollover Option
and receive New JMI Shares pursuant to the Scheme).
The issue of New JMI Shares under the Rollover Option will be
effected on a formula asset value for formula asset value ("FAV")
basis as at the Calculation Date, as described in detail in Part 4
of the Circular. The Calculation Date for determining the value of
the Rollover Pool is expected to be 5.00 p.m. on 21 February 2024.
The Record Date for the basis of determining Shareholders'
entitlements under the Scheme is 6.00 p.m. on 20 February 2024.
For illustrative purposes only , had the Calculation Date been
5.00 p.m. on 18 January 2024 and assuming full election under the
Cash Option and no Dissenting Shareholders and after deduction of
the JMF pre-liquidation dividend of 14.00 pence per JMF Share and
of the JMI pre-completion dividend of 3.60 pence per JMI Share,
respectively, the JMF FAV per Share would have been 1,017.928983
pence and the JMI FAV per Share would have been 311.955832
pence.
This would have produced a conversion ratio of 3.263055 and, in
aggregate, 59,768,908 JMI Shares would have been issued to
Shareholders under the Scheme, representing approximately 43.41 per
cent. of the issued ordinary share capital of the enlarged JMI as
at 18 January 2024.
Scaling back of Elections for the Cash Option
The maximum number of Shares that can be elected for the Cash
Option is 15 per cent. of the total number of Shares (excluding
Shares held in treasury) in issue. Shareholders are entitled to
elect for the Cash Option in respect of more than 15 per cent. of
their individual holdings of Shares (the "Basic Entitlement", such
excess amount being an "Excess Application"). However, if aggregate
Elections have been made for the Cash Option which exceed 15 per
cent. of the issued Shares (excluding Shares held in treasury),
Shareholders who have made an Election for the Cash Option in
excess of their Basic Entitlement shall have their Excess
Applications scaled back in a manner which is, as near as
practicable, pari passu and pro rata among all Shareholders who
have made such Excess Applications.
It is expected that on 12 March 2024 the Liquidators shall
distribute to Shareholders who have elected for the Cash Option for
all or part of their holding their Cash Entitlements being rounded
down to the nearest penny.
Conditions to the Transaction
Implementation of the Transaction is subject to a number of
conditions, including:
-- the passing of the Resolutions to be proposed at the General
Meetings, or any adjournment of those General Meetings, and any
conditions of such Resolutions being ful lled;
-- the JMI Resolution being passed and becoming unconditional in all respects;
-- the approval of the FCA and the London Stock Exchange to the
Admission of the New JMI Shares to the premium listing category of
the Of cial List and to trading on the Main Market of the London
Stock Exchange, respectively, occurring before 31 March 2024, or
such other date as may be agreed between JMI and Panmure Gordon
(UK) Limited; and
-- the Directors resolving to proceed with the Scheme. If
Shareholders holding more than five per cent. in aggregate of the
issued share capital of the Company as at the Calculation Date
validly exercise their rights under section 111(2) of the
Insolvency Act to dissent to the Scheme, the Directors have
discretion to decide that the Scheme should not proceed.
Unless each condition is satis ed or waived, the Transaction
will not become effective, the Company will not proceed with the
winding-up and instead the Company will continue in existence
managed in accordance with its current investment policy. In such
circumstances, the Directors would reassess the options available
to the Company at that time. Any condition may, subject to
compliance with legal requirements, be waived with the mutual
agreement of both the Company and JMI at any time up to completion
of the Scheme.
General Meetings
The proposals are conditional upon, amongst other things,
Shareholders' approval of the Resolutions to be proposed at the
General Meetings. The General Meetings will be held at 60 Victoria
Embankment, London, EC4Y 0JP.
First General Meeting
The First General Meeting will be held at 11.00 a.m. on 12
February 2024.
The Resolutions to be considered at the First General Meeting
(which will be proposed as special resolutions) will, if passed,
approve the terms of the Scheme set out in Part 4 of the Circular,
amend the Articles to give effect to the Scheme, authorise the
Liquidators to enter into and give effect to the Transfer Agreement
with JMI to distribute New JMI Shares to Shareholders in accordance
with the Scheme, purchase the interests of any dissenters to the
Scheme, and authorise the Liquidators to apply to cancel the
listing of the Shares with effect from such date as the Liquidators
may determine. Each Resolution will require at least 75 per cent.
of the votes cast in respect of it, whether in person or by proxy,
to be voted in favour to be passed at the First General Meeting.
The Scheme will not become effective unless and until, amongst
other things, the Resolution to be proposed at the Second General
Meeting has also been passed.
Second General Meeting
The Second General Meeting will be held at 12.00 p.m. on 27
February 2024.
At the Second General Meeting, a special resolution will be
proposed which, if passed, will place the Company into liquidation,
appoint the Liquidators and agree the basis of their remuneration,
instruct the Company Secretary to hold the books to the
Liquidators' order, and provide the Liquidators with appropriate
powers to carry into effect the amendments to the Articles made at
the First General Meeting. The Resolution will require at least 75
per cent. of the votes cast in respect of it, whether in person or
by proxy, to be voted in favour to be passed at the Second General
Meeting.
Shareholders are encouraged to submit any questions they have
concerning the General Meetings or the proposed Resolutions to the
Board by email to invtrusts@jpmorgan.com by 5.00 p.m. on 7 February
2024. Please put "JPMorgan Mid Cap Investment Trust plc - General
Meetings" in the subject heading of any email.
Action to be taken
Before taking any action, Shareholders are recommended to read
the further information set out in the Circular and in the JMI
Prospectus.
Elections
The default option under the Scheme (other than for Excluded
Shareholders) is to receive New JMI Shares, meaning that
Shareholders who, in respect of all or part of their holding of
Shares, do not make a valid Election or who do not make an Election
will be deemed to have elected for New JMI Shares in respect of
such holding. If Shareholders wish to receive New JMI Shares in
respect of all of their Shares, there is no need to complete and
return a Form of Election (which they will receive if they hold
their Shares in certificated form) or to submit a TTE
Instruction.
If a Shareholder wishes to receive cash in respect of all or
part of their holding of Shares, they must either complete and
return a Form of Election or submit a TTE Instruction (depending on
how their Shares are held) in respect of the number of Shares for
which they wish to receive cash. They will be deemed to have
elected to receive New JMI Shares in respect of the remainder of
their holding.
Shareholders are requested to complete the Form of Election in
accordance with the instructions printed thereon and return it to
the Receiving Agent, Equiniti Limited, at Aspect House, Spencer
Road, Lancing, West Sussex, BN99 6DA as soon as possible, but in
any event so as to be received no later than 1.00 p.m. on 20
February 2024.
Voting
All Shareholders are encouraged to vote in favour of the
Resolutions to be proposed at the General Meetings and, if the
Shares are not held directly, to arrange for their nominee to vote
on their behalf.
Shareholders are requested to complete and return proxy
appointments to the Registrar by one of the following means:
i. by logging on to www.sharevote.co.uk and following the instructions; or
ii. by completing and signing the BLUE Form of Proxy for use in
relation to the First General Meeting and the PURPLE Form of Proxy
for use in relation to the Second General Meeting, in each case in
accordance with the instructions printed thereon and returning by
post, by courier or by hand; or
iii. in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with the
procedures set out in the notes to the respective notices of the
General Meetings.
In each case, the proxy appointments must be received by the
Company as soon as possible and, in any event, so as to arrive by
no later than 48 hours (excluding non-working days) before the time
of the relevant General Meeting. To be valid, the relevant proxy
appointment should be completed in accordance with the instructions
accompanying it and lodged with the Registrar by the relevant
time.
Appointment of a proxy will not prevent Shareholders from
attending and voting in person at the General Meetings should they
wish to do so.
Excluded Shareholders
Subject to certain exceptions described in the Circular, no
action has been taken or will be taken in any jurisdiction other
than the UK where action is required to be taken to permit the
distribution of the Circular and/or the JMI Prospectus.
Accordingly, such documents may not be used for the purpose of, and
do not constitute, an offer or solicitation by anyone in any
jurisdiction or in any circumstances in which such offer or
solicitation is not authorised or to any person to whom it is
unlawful to make such offer or solicitation.
Each Excluded Shareholder (i.e. Sanctions Restriction
Shareholders and Overseas Excluded Shareholders) will be deemed to
have elected for the Cash Option in respect of 15 per cent. of its
holding of Shares.
Sanctions Restriction Shareholders will not receive New JMI
Shares pursuant to the Scheme. Overseas Excluded Shareholders will
not receive New JMI Shares pursuant to the Scheme unless they have
satis ed the Directors and the JMI Directors that they are entitled
to receive and hold New JMI Shares without breaching any relevant
securities laws and without the need for compliance on the part of
the Company or JMI with any overseas laws, regulations, ling
requirements or the equivalent. The attention of Overseas Excluded
Shareholders is drawn to the paragraph headed "Overseas Excluded
Shareholders" in Part 3 of the Circular.
In respect of all Sanctions Restriction Shareholders and, in the
absence of the Directors and JMI Directors being satisfied as
described above, in respect of an Overseas Excluded Shareholder, to
the extent that an Excluded Shareholder is due to receive New JMI
Shares under the Scheme (i.e. in respect of 85 per cent. of its
holding of Shares), then such New JMI Shares will instead be issued
to the Liquidators as nominee for the Excluded Shareholders and
then sold in the market (which shall be done by the Liquidators
without regard to the personal circumstances of the relevant
Excluded Shareholder and the value of the Shares held by the
relevant Excluded Shareholder) and the net proceeds of such sale
(after deduction of any costs incurred in effecting such sale) will
be paid:
-- in respect of Overseas Excluded Shareholders, to the relevant
Overseas Excluded Shareholder within 10 Business Days of the date
of sale, save that entitlements of less than GBP5.00 per Overseas
Excluded Shareholder will be retained in the Liquidation Pool;
or
-- in respect of Sanctions Restriction Shareholders, at the sole
and absolute discretion of the Liquidators and will be subject to
applicable laws and regulations.
Overseas Excluded Shareholders who wish to receive New JMI
Shares pursuant to the Scheme should contact the Company directly
in order to demonstrate, to the satisfaction of the Directors and
the JMI Directors, by no later than 5.00 p.m. on 21 February 2024,
that they can be issued New JMI Shares without breaching any
relevant securities laws.
Until 40 days after the implementation of the Scheme, an offer,
sale or transfer of New JMI Shares within the United States by a
dealer (whether or not participating in the Scheme) may violate the
registration requirements of the US Securities Act.
Taxation
Shareholders are advised to read carefully the section headed
"Taxation" in Part 3 of the Circular which sets out a general guide
to certain aspects of current UK tax law and HMRC published
practice.
Shareholders who are in any doubt as to their tax position, or
who may be subject to tax in any jurisdiction other than the UK,
are strongly advised to consult their own professional
advisers.
Recommendation
The Board, which has been so advised by Investec, considers the
Transaction and the Resolutions to be proposed at the General
Meetings to be in the best interests of the Company and of its
Shareholders as a whole. In providing advice to the Board, Investec
has relied on the Board's commercial assessment of the
Transaction.
Accordingly, the Board unanimously recommends that Shareholders
vote in favour of the Resolutions to be proposed at the General
Meetings , as the Directors intend to do in respect of their own
beneficial holdings of Shares, which in aggregate amount to 16,126
Shares (representing approximately 0.1 per cent. of the Company's
issued share capital as at 18 January 2024, excluding treasury
shares). The Directors intend to roll over their entire beneficial
holdings of Shares into New JMI Shares.
The Board cannot, and does not, give any advice or
recommendation to Shareholders as to whether, or as to what extent,
they should elect for any of the options under the proposals. The
choice between the options available under the proposals will be a
matter for each Shareholder to decide and will be influenced by
their individual investment objectives and by their personal,
financial and tax circumstances. Accordingly, Shareholders should,
before deciding what action to take, read carefully all the
information in the Circular and in the JMI Prospectus. Shareholders
who are in any doubt as to the contents of the Circular or the JMI
Prospectus or as to the action to be taken should seek their own
personal financial advice from their financial adviser authorised
under FSMA.
Expected Timetable
Publication date of JMI Prospectus 23 January 2024
Ex-dividend date for the pre-liquidation dividend to 1 February 2024
Shareholders
Record date for the pre-liquidation dividend to Shareholders 2 February 2024
Latest time and date for receipt of Forms of Proxy in respect 11.00 a.m. on 8 February 2024
of the First General Meeting
First General Meeting 11.00 a.m. on 12 February 2024
JMI General Meeting 12.00 p.m. on 12 February 2024
Latest time and date for receipt of Forms of Election and TTE 1.00 p.m. on 20 February 2024
Instructions
Record Date for entitlements under the Scheme 6.00 p.m. on 20 February 2024
Shares disabled in CREST for settlement 6.00 p.m. on 20 February 2024
Calculation Date 5.00 p.m. on 21 February 2024
Latest time and date for receipt of Forms of Proxy in respect 12.00 p.m. on 23 February 2024
of the Second General Meeting
Payment date for the pre-liquidation dividend 26 February 2024
Reclassification of the Shares 8.00 a.m. on 26 February 2024
Suspension of listing of the Shares and Company's Register 7.30 a.m. on 27 February 2024
closes
Second General Meeting 12.00 p.m. on 27 February 2024
Appointment of the Liquidators 27 February 2024
Effective Date for implementation of the Scheme 27 February 2024
Announcement of the results of Elections, JMF FAV per Share, 27 February 2024
the Cash Pool NAV per Share and
the JMI FAV per Share
CREST accounts credited with, and dealings commence in, New 8.00 a.m. on 28 February 2024
JMI Shares
Cheques despatched to Shareholders who elect for the Cash 12 March 2024 (or as soon as practicable thereafter)
Option in accordance with their
entitlements and CREST accounts credited with cash
Share certi cates in respect of New JMI Shares despatched 12 March 2024 (or as soon as practicable thereafter)
Cancellation of listing of Reclassified Shares as soon as practicable after the Effective Date
Note: All references to time in the Circular are to UK time. Each of the times and dates
in the above expected timetable (other than in relation to the General Meetings) may be extended
or brought forward. If any of the above times and/or dates change, the revised time(s) and/or
date(s) will be noti ed to Shareholders by an announcement through a Regulatory Information
Service.
Unless otherwise defined, all capitalised terms used but not
defined in this announcement shall have the meaning as given to
them in the Circular.
A copy of the Circular has been submitted to the National
Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website at www.jpmmidcap.co.uk . The JMI Prospectus will
also shortly be available on the Company's website and on JMI's
website at www.jpmuksmallercompanies.co.uk where further
information on JMI can also be found.
For further information please contact:
JPMorgan Mid Cap Investment Trust plc Contact via Company Secretary
John Evans
JPMorgan Funds Limited
Simon Crinage
Fin Bodman +44 (0) 20 7742 4000
JPMorgan Funds Limited (Company Secretary) +44 (0) 20 7742 4000
Alison Vincent
Investec Bank plc
David Yovichic
Tom Skinner
Helen Goldsmith +44 (0) 20 7597 4000
Important Information
This announcement contains information that is inside
information for the purposes of Article 7 of the UK version of
Regulation (EU) No. 596/2014 which is part of UK law by virtue of
the European Union (Withdrawal) Act 2018, as amended (the Market
Abuse Regulation). The person responsible for arranging for the
release of this announcement on behalf of JPMorgan Mid Cap
Investment Trust plc is Alison Vincent of JPMorgan Funds
Limited.
[1] 'Commonality' means the proportion of the Company's holdings
where the relevant stocks are also held in the portfolio of
JMI.
[2] Based upon unaudited net asset values of the Company and JMI
as at 18 January 2024, and assuming (i) that there are no
Dissenting Shareholders; and (ii) full participation by
Shareholders under the Cash Option.
[3] On the assumption that 59,768,908 JMI Shares are issued
(such number being based on the illustration provided in the
section entitled "Further details of the Scheme" in Part 1 of the
Circular).
[4] Based upon unaudited net asset values of the Company and JMI
as at 18 January 2024, and assuming (i) that there are no
Dissenting Shareholders; and (ii) full participation by
Shareholders under the Cash Option.
[5] All figures b ased upon unaudited net asset values of the
Company and JMI as at 18 January 2024, and assuming (i) that there
are no Dissenting Shareholders; and (ii) full participation by
Shareholders under the Cash Option.
This information is provided by RNS, the news service of the
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END
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