JPMorgan Global Growth & Income PLC Results of the Scheme and Issue of Scheme Shares (8126X)
31 Agosto 2022 - 9:35AM
UK Regulatory
TIDMJGGI
RNS Number : 8126X
JPMorgan Global Growth & Income PLC
31 August 2022
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.
Legal Entity Identifier: 5493007C3I0O5PJKR078
31 August 2022
JPMorgan Global Growth & Income plc
Proposed combination with The Scottish Investment Trust PLC
Results of the Scheme and Issue of Scheme Shares
Results of the Scheme and Issue of Scheme Shares
The Board of JPMorgan Global Growth & Income plc (the
"Company" or "JGGI") is pleased to announce that the Company will
acquire substantially all of the net assets from The Scottish
Investment Trust PLC ("SCIN") in consideration for the issue of
133,919,647 new ordinary shares in the capital of JGGI ("Scheme
Shares") in connection with the reconstruction and voluntary
winding up of SCIN pursuant to section 110 of the Insolvency Act
1986 (the "Scheme") following the passing today of the resolution
proposed at the Second General Meeting of SCIN.
The number of Scheme Shares to be issued was calculated based on
a FAV per JGGI Share of 4.586955 pence and a FAV per SCIN Share of
9.283098 pence, producing a conversation ratio of approximately
2.023804 JGGI Shares per SCIN Share rolling over, each calculated
in accordance with the Scheme. As set out in the shareholder
circular published by the Company on 5 August 2022 ("Circular"),
fractions of Scheme Shares arising as a result of the conversion
ratio will not be issued under the Scheme and entitlements to such
Scheme Shares will be rounded down to the nearest whole number.
Applications have been made for the Scheme Shares to be admitted
to the premium segment of the Official List of the Financial
Conduct Authority and to trading on the main market for listed
securities of the London Stock Exchange (together, "Admission"). It
is expected that Admission will take place at 8.00am on 1 September
2022.
Following the issue of the Scheme Shares noted above, the
Company's share capital will comprise 302,478,932 ordinary shares
("Ordinary Shares") (excluding treasury shares), with each Ordinary
Share holding one voting right. As at 31 August 2022 there were no
Ordinary Shares held in treasury.
The figure of 302,478,932 Ordinary Shares may be used by
Shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in
voting rights, or a change to their interest in the Company, under
the Disclosure, Guidance and Transparency Rules.
As set out in the Circular, Scheme Shares which would otherwise
be issued to an Overseas Excluded SCIN Shareholder pursuant to the
Scheme will instead be allotted to the Liquidators as nominees on
behalf of such Overseas Excluded SCIN Shareholder who will arrange
for such shares to be sold promptly by Winterflood Securities
Limited, the Company's broker. The net proceeds of such sales will
be paid to relevant Overseas Excluded SCIN Shareholders entitled to
them within ten Business Days of the date of sale.
Substitution of SCIN Bonds
In accordance with the terms of the Scheme, following the
passing of the SCIN Resolution at the Second SCIN General Meeting
held today, the Company will be substituted as issuer and sole
debtor of the SCIN Bonds (of which GBP82,827,000 in aggregate
principal amount remain outstanding), and will assume the rights
and obligations of SCIN under the SCIN Bonds and the Amended and
Restated Trust Deed (the "Substitution"). Furthermore, the Company
and the Security Trustee have entered into the Instrument of
Floating Charge to replace the Existing Instrument of Floating
Charge.
Following the Substitution, it is intended that the SCIN Bonds
will remain listed and traded on the London Stock Exchange.
Capitalised terms used but not defined in this announcement will
have the same meaning as set out in the Circular.
For further information:
JPMorgan Global Growth & Income
plc Contact via Company Secretary
Tristan Hillgarth
JPMorgan Funds Limited
Simon Crinage
Fin Bodman 020 7742 4000
JPMorgan Funds Limited (Company
Secretary)
Divya Amin 020 7742 4000
Winterflood Investment Trusts
Neil Langford
Chris Mills 020 3100 0000
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