JUKG Jupiter Uk Growth Investment Trust Plc

TIDMJUKG

RNS Number : 6457P

Jupiter UK Growth Inv Trust PLC

19 February 2021

Jupiter UK Growth Investment Trust PLC (the "Company")

Legal Entity Identifier: 549300QSBKGE8ZO08A97

19 February 2021

Publication of Circular (the "Circular")

Recommended Proposals for the Reconstruction and Voluntary Winding-up of the Company

Introduction

On 13 October 2020, the Board announced that it was considering the best options for the future of the Company and that it believed that the best option was to liquidate the Company so that shareholders would have the ability to roll their investment into another investment vehicle or receive cash. On 3 December 2020, the Board announced (and on 21 January 2021 the Board further provided an updated announcement) that it had agreed in principle to proposals with Brown Advisory Funds plc ("BAF"), under which the Company, through a scheme of reconstruction expected to be effected in the Company under Section 110 of the Insolvency Act 1986, would be wound up voluntarily (through a solvent liquidation) and Shareholders would be entitled, in respect of their shareholdings, to:

   (a)           elect to receive cash, this being the default option (the "Cash Option"); and/or 

(b) elect to receive Sterling Class B Distribution Shares ("BAGL Shares") in Brown Advisory Global Leaders Fund ("BAGL"), a sub-fund of BAF (the "Rollover Option").

Shareholders can make different Elections in respect of different parts of their holdings.

Shareholders who make no Election (or no valid Election) will be deemed to have elected for the default option, being the Cash Option, in respect of his/her/its entire holding of Ordinary Shares. Shareholders should note that, depending on their particular circumstances, this may trigger a chargeable gains tax liability. Please refer to the section headed "United Kingdom Taxation" in Part 5 of the Circular for further details.

The attention of Shareholders who are resident in, or citizens of, territories outside the United Kingdom, or who are Sanctioned Persons, is drawn to the section headed "Overseas and/or Sanctioned Shareholders" in Part 1 of the Circular.

Beneficial owners of Ordinary Shares held through a savings scheme or through an ISA should follow the instructions provided by the relevant plan manager or consult the plan manager or their professional adviser if no instructions have been provided. Those who are the beneficial owners of Ordinary Shares held through a platform should be contacted by the corporate actions department of such platform, but if in any doubt they should directly contact the platform or their professional adviser if no instructions have been provided.

The choice between the options available under the Proposals will be a matter for each Shareholder to decide and will be influenced by his/her/its investment objectives and by his/her/its personal, financial and tax circumstances. Accordingly, Shareholders should, before making any Election, read carefully all the information in the Circular and in the accompanying BAF Prospectus (which includes the prospectus relating to BAF together with the supplement relating to its sub-fund BAGL and the country-specific supplement), KIID and Factsheet. The key features of BAGL are set out below and in Part 4 of the Circular.

Implementation of the Proposals is subject to a number of conditions. Please refer to the section headed "Conditions of the Proposals" below. In order to effect the Scheme and the proposed amendments to the Articles in relation to the Scheme, Shareholder approval is required at the First General Meeting. If the Scheme is approved at the First General Meeting, Shareholder approval is required at the Second General Meeting to wind up the Company voluntarily and to appoint and grant authority to the Liquidators to implement the Scheme and to apply for the cancellation of the listing of the Reclassified Shares on the Official List pursuant to the Listing Rules.

Background to and rationale for the Proposals

As mentioned in October 2020 in the Chairman's statement in the annual report of the Company for the year ended 30 June 2020, the Company has been struggling for a number of years to establish a relevant and sustainable future for itself in a changing and competitive market environment. The Board's view had always been that, given a period of consistently superior performance and effective marketing of its investment approach, attracting new sources of demand to bring the Company up to a viable size, while a tough challenge, was not an insuperable one. Unfortunately, the performance of the Company since 2016 had not been good enough to generate new demand for shares in the Company. In the wake of further losses incurred and the reduced market capitalisation of the Company, the Board has come to the conclusion that they are no longer likely to be able to grow the Company in its present form by attracting significant new investors in the foreseeable future.

Having taken into account Shareholder feedback, the Board is proposing to effect a scheme of reconstruction of the Company under Section 110 of the Insolvency Act 1986 whereby the Company would be wound up voluntarily (through a solvent liquidation) and Shareholders would be entitled, in respect of their shareholdings, to opt for the Rollover Option and/or the Cash Option. Shareholders can make different Elections in respect of different parts of their holdings.

BAF is an open-ended Irish-domiciled UCITS umbrella fund with segregated liability between sub-funds, authorised by the Central Bank of Ireland. BAGL is one of the sub-funds in BAF. BAGL's investment objective is to achieve long-term capital appreciation by investing primarily in global equities, which are selected by a duo of experienced portfolio managers supported by a broad team of 30 fundamental equity analysts. The portfolio of BAGL consists of c.30-40 companies in any sector or country that the portfolio management team believes are capable of compounding excess economic returns over time. Since the launch of BAGL, it has delivered outperformance versus its comparator benchmark (FTSE All-World Index Net Return).

The decision to offer a rollover option with exposure to global equities, rather than UK equities to which the Company is currently primarily exposed, was taken in direct response to Shareholder feedback received.

Further details of BAF and BAGL are set out in Part 4 of the Circular.

Benefits of the Proposals

The Directors consider that the Proposals should have the following benefits for all Shareholders as compared to their current position, or under a straight liquidation:

-- They enable Shareholders to roll over some or all of their investments into BAGL, a global equity fund carefully selected by the Board and which the Board is satisfied has a good track record of delivering outperformance versus its comparator benchmark (FTSE All-World Index Net Return).

-- Shareholders who may be subject to UK capital gains tax or corporation tax on chargeable gains should be able to roll over their investments into BAGL and thereby continue to receive investment returns without triggering an immediate liability to UK capital gains tax or corporation tax on chargeable gains.

-- BAGL is an open-ended investment vehicle and BAGL Shares can be repurchased/redeemed on any business day on which the New York Stock Exchange is open for trading. Shareholders electing for the Rollover Option will therefore be able to have their investment repurchased/redeemed on request (subject to the terms of the BAF Prospectus) at a price which is close to the then prevailing net asset value per share.

-- Shareholders electing for the Cash Option in respect of some or all of their investment will be able to receive cash in the liquidation of the Company. Shareholders should note that, depending on their particular circumstances, this may trigger a chargeable gains tax liability. Please refer to the section headed "United Kingdom Taxation" in Part 5 of the Circular for further details.

   --    In respect of Shareholders electing for the Rollover Option, BAF has agreed the following: 

-- BAF has agreed and undertaken to waive the minimum shareholding requirement, minimum initial investment amount requirement and minimum additional investment requirement in respect of Shareholders electing for the Rollover Option and receiving BAGL Shares pursuant to the Scheme.

-- The annual management fee charged on Class B shares in BAF is lower than that which is charged on the Class A and Class P shares in BAF (which are the classes typically offered to all investors and primarily to retail investors).

-- BAF has also agreed to waive any repurchase charge in its entirety for any Shareholders who elect for the Rollover Option and receive BAGL Shares pursuant to the Scheme.

Please also refer to Part 4 of the Circular which describes in further detail the waivers by BAF of certain requirements (relating to minimum investment) given to Shareholders electing for the Rollover Option and receiving BAGL Shares pursuant to the Scheme.

Conditions of the Proposals

Implementation of the Proposals is conditional upon:

-- the passing of the Resolutions to be proposed at the First General Meeting and the Resolution to be proposed at the Second General Meeting, or any adjournment of those meetings, and any conditions of such Resolutions being fulfilled;

-- the Financial Conduct Authority agreeing to amend the listing of the Ordinary Shares to reflect their reclassification as Reclassified Shares for the purpose of implementing the Scheme; and

   --    the Directors resolving to proceed with the Scheme. 

If any condition is not satisfied, the Proposals will not become effective, the Scheme will lapse and the Company would not be wound up.

Brown Advisory Global Leaders Fund

BAF is an open-ended UCITS umbrella fund established in Ireland and authorised by the Central Bank of Ireland. BAF is an umbrella fund with segregated liability between sub-funds. This means that the holdings of BAGL are maintained separately under Irish law from the holdings of the other sub-funds of BAF and under Irish law, investments in one sub-fund should not be affected by any claims against any other sub-fund of BAF.

Brown Advisory Global Leaders Fund (BAGL) is one of the sub-funds of BAF. BAGL is a UCITS. BAGL's investment objective is to achieve long-term capital appreciation by investing primarily in global equities. The portfolio of BAGL consists of c.30-40 companies in any sector or country that the portfolio management team believes are capable of compounding excess economic returns over time. The portfolio management team seeks to identify those companies which are considered high-quality through their five-step, fundamental stock selection process and seeks to invest in them at an attractive valuation. Their philosophy also embraces environmental, social and governance ("ESG") principles as it is their belief that understanding how a company engages with all its stakeholders is key to understanding value creation. Finally they are focused on making long-term investments, using short-term volatility as an opportunity, with the intention of creating a concentrated portfolio of their high conviction investments from around the world.

As at the Latest Practicable Date, the net assets of BAGL are US$1,971,254,469.53.

The manager of BAGL is Brown Advisory (Ireland) Limited, a member of the Brown Advisory group of companies, and the investment manager of BAGL is Brown Advisory, LLC, a member of the Brown Advisory group of companies. The sub-investment manager of BAGL is Brown Advisory Limited, registered in England under company number 06363486, authorised and regulated by the Financial Conduct Authority (firm reference number 475370), having its registered office at 6 - 10 Bruton Street, London W1J 6PX, United Kingdom.

Brown Advisory is an independent investment management firm established in 1993 as an affiliate of Alex. Brown Inc., an investment bank founded in 1800. In 1998, the current management and investment team led a buyout to establish Brown Advisory as a private, independent investment firm. Brown Advisory Limited was established with the opening of the firm's London office to support their growing global client base. As of 30 November 2020, Brown Advisory had approximately US$104 billion in client assets from all 50 US States and 40 countries worldwide. The firm has over 700 employees each with an equity interest, representing approximately 70 per cent. ownership in the business (the remaining 30 per cent. is owned by members of the independent board and a small group of private individual investors; no single equity holder owns more than 5 per cent.).

Brown Advisory has a long history of investing, having managed active equity strategies since its inception over 25 years ago. Its "Global Leaders" strategy was launched in 2015.

The BAGL Shares will not be admitted to listing and/or to trading on any authority or stock exchange.

Please note that neither the Board nor the Company takes any responsibility for the contents of the BAF Prospectus, the KIID or the Factsheet.

Summary of the mechanics of the Scheme

For details of the Scheme, please refer to Part 2 of the Circular.

If the Scheme is to be implemented, upon the Calculation Date, the total assets of the Company will be calculated as being the aggregate value thereof as valued in accordance with the provisions detailed in Part 2 of the Circular (the Total Assets).

On or shortly after the Calculation Date, the Directors, in consultation with the Liquidators, will procure that the Company finalises the division of the Total Assets and appropriates them to three separate and distinct pools (the Liquidation Pool, the Rollover Pool and the Cash Pool) as follows:

-- There will be appropriated to the Liquidation Pool such assets and cash of the Company of a value which is estimated by the Liquidators to be sufficient to meet the costs of winding up the Company and the current and future, actual and contingent liabilities of the Company (further details are provided in Part 2 of the Circular).

-- There will be appropriated to the Rollover Pool and the Cash Pool the assets, cash and other rights of the Company remaining after the appropriation to the Liquidation Pool referred to above, based on Elections (or deemed Elections) by Shareholders for BAGL Shares and cash respectively.

-- The Rollover Pool will be adjusted, with its value reduced by deducting the Capped Rollover Costs from it (further details are provided in paragraph 9 of Part 1 and paragraph 5.3 of Part 2 of the Circular).

As part of the Scheme it is necessary, for technical reasons, to modify the rights attaching to the Ordinary Shares and amend the Articles in order to reorganise the Company's share capital to allow the distribution of assets in the manner envisaged under the Scheme. This is achieved by reclassifying the Ordinary Shares into separate classes of Reclassified Shares carrying an entitlement to the assets comprising the Cash pool and the Rollover Pool, as appropriate.

On the Effective Date, or as soon as practicable thereafter, the Liquidators will deliver to BAF (or its nominee) particulars of the assets comprised in the Rollover Pool, together with a schedule certified by the Registrar of the names and addresses of each of, and the number of Ordinary Shares held by, the Shareholders (as shown on the Register) who will participate in the Scheme and who have elected for BAGL Shares.

On the Effective Date, or as soon as practicable thereafter, the Liquidators will enter into, and will procure that the Company enters into, the Transfer Agreement with BAF whereby the Liquidators will procure the transfer of the assets in the Rollover Pool to BAF (or its nominee), for the benefit of BAGL, in exchange for the allotment of BAGL Shares to the Liquidators as nominees for the relevant Shareholders. Further details regarding the Transfer Agreement are set out in Part 5 of the Circular.

The undertaking, cash and other assets comprising the Cash Pool shall be held and managed with a view to their realisation and distribution in the course of the liquidation and the net realisation proceeds (following the realisation of the Cash Pool) shall be distributed by the Liquidators in cash amongst holders of Ordinary Shares that have elected for cash under the Scheme.

Shareholders who make no Election (or no valid Election) will be deemed to have elected for the Cash Option in respect of their entire holding of Ordinary Shares, i.e. they will receive cash. It is expected that cheques will be despatched and CREST payments made to Shareholders in respect of the Cash Option in the week commencing 29 March 2021.

Under the Proposals, the Company will be wound up by means of a members' voluntary liquidation. In consultation with the Liquidators, the Directors will set aside sufficient assets in the Liquidation Pool to meet all estimated liabilities and contingencies, including the costs of the winding up of the Company and the costs of implementing the Scheme and an amount considered sufficient to purchase the interests of any Dissenting Shareholders. The Directors will also provide in the Liquidation Pool for a Retention which they, together with the Liquidators, consider sufficient to meet any contingent and unknown liabilities of the Company. The Retention is currently not expected to exceed GBP70,000 (approximately 0.5p per Ordinary Share based on the issued Ordinary Share capital as at the Latest Practicable Date).

The Liquidation Pool will be applied by the Liquidators in discharging all current and future actual and contingent liabilities of the Company and, if there will be any balance remaining after discharging such liabilities from the Liquidation Pool, the Liquidators will in due course pay the same (by cheque) to Shareholders on the Register on the Winding-up Date pro rata to their respective holdings of Ordinary Shares, provided that, if any such amount payable to any Shareholder is in aggregate less than GBP5.00, it may not be paid to such Shareholders but may be aggregated with other such amounts and paid by the Liquidators to the Nominated Charity. The Liquidators will also be entitled to make interim payments (by cheque) to Shareholders in proportion to their holdings of Ordinary Shares. Shareholders should therefore keep the Registrar advised of any changes to their details after the Effective Date. For these purposes, any Ordinary Shares held by Dissenting Shareholders will be ignored.

Entitlements of Shareholders under the Scheme

Under the Scheme, Shareholders on the Register on the Record Date may elect to receive:

-- such number of BAGL Shares as have a value equal to the proportion of the value of the Rollover Pool attributable to the number of Ordinary Shares so elected; or

-- an amount of cash equal to the proportion of the net realisation proceeds of the Cash Pool attributable to the number of Ordinary Shares so elected.

The attention of Shareholders who are resident in, or citizens of, territories outside the United Kingdom, or who are Sanctioned Persons, is drawn to the section headed "Overseas and/or Sanctioned Shareholders" in Part 1 of the Circular.

The number of BAGL Shares to be allotted to the Liquidators pursuant to the Scheme (as nominees for Shareholders) will be calculated by reference to the BAGL Share Price on the Calculation Date. Further details regarding the number of BAGL Shares to be issued pursuant to the Scheme are set out in Part 2 of the Circular.

For illustrative purposes only, had the Calculation Date been 17 February 2021, the Directors estimate that the Residual Net Asset Value per Share would have been 235.98p and the Rollover Pool NAV per Share would have been 234.09p. This is based on the following figures and estimates: the net assets of the Company as at 17 February 2021 which were approximately GBP34.451 million minus the anticipated costs of winding up the Company, estimated at GBP308,750 (including VAT), and the retention anticipated to be required by the Liquidators (to meet contingent and unknown liabilities) of GBP70,000, 50 per cent. of the total number of Ordinary Shares in issue as at 17 February 2021 (excluding Ordinary Shares held in treasury) validly elected for the Rollover Option and the Capped Rollover Costs of GBP138,000.

Based on the illustrative Residual Net Asset Value per Share and Rollover Pool NAV per Share set out above, and assuming: (i) that there is no change in those net assets between now and 23 March 2021 and that the BAGL Share Price on the Calculation Date was 1,545p per share and that the assets in the Cash Pool are realised at their value on the Calculation Date, this would give rise to the following entitlements for every 1,000 Ordinary Shares held under the Proposals:

151.5145 BAGL Shares; or

GBP2,359.80 in cash.

The above figures are for illustrative purposes only and do not represent forecasts. The Residual Net Asset Value per Share, the Rollover Pool NAV per Share and Shareholders' entitlements under the Proposals may change materially up to the Effective Date as a result of, inter alia, changes in the value of the Company's investments.

Interim dividend

The Directors intend to declare an interim dividend in order to ensure that the Company meets the distribution requirements to maintain investment trust status during the period from 1 July 2020 to the Winding-up Date. It is expected that this interim dividend will be paid on 24 March 2021 to Shareholders who are on the Register as at close of business on 5 March 2021 and that the ex dividend date for this interim dividend is expected to be 4 March 2021.

Costs relating to the Proposals

The total costs in connection with the implementation of the Scheme are expected to be approximately GBP446,750 (including VAT, where applicable) (approximately 3.1p per Ordinary Share based on the issued Ordinary Share capital as at the Latest Practicable Date). Of this total estimated amount, approximately GBP138,000 (including VAT, where applicable) represents the additional costs associated with the implementation of the Rollover Option when compared to a straight winding up (the "Additional Costs") and approximately GBP308,750 (including VAT, where applicable) represents the costs of a straight winding up which will be borne by all Shareholders and which are already accrued and reflected in the daily net asset value announcements.

The "Capped Rollover Costs", being the Additional Costs, capped - subject to a maximum amount of no more than one (1) per cent. of the value of the Rollover Pool as at the Calculation Date (prior to its adjustment in accordance with paragraph 5.3 of Part 2 of the Circular), will be borne by those Shareholders who elect for the Rollover Option. Any excess over one per cent. will be borne by all Shareholders.

Any stamp duty liability in respect of the transfer of assets to BAGL (as described in paragraph 1 of Part 5 of the Circular) will be borne by BAGL .

BAGL will bear its own legal costs.

Risk factors

Shareholders are advised to read carefully the risk factors contained in Part 3 of the Circular which sets out the material risks known to the Directors at the date of the Circular in relation to the Proposals. Shareholders are also strongly advised to read the sections containing the risk factors in the BAF Prospectus (as well as the UK Taxation sections under the country-specific supplement as well as in the main prospectus) which are enclosed with the Circular.

Taxation

Shareholders are advised to read carefully the section headed "United Kingdom Taxation" in paragraph 1 of Part 5 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 advised to consult their own professional advisers.

Overseas and/or Sanctioned Shareholders

The terms of the Proposals, as they relate to an Overseas Shareholder who is a Restricted Shareholder, may be affected by laws of the relevant jurisdiction. Restricted Shareholders, which include any Shareholders who are Sanctioned Persons, will not receive a Form of Election, the BAF Prospectus, the KIID or the Factsheet.

No action has been taken or will be taken in any jurisdiction other than in the UK where action is required to be taken to permit the distribution of the Circular and/or the BAF Prospectus. Accordingly, such documents may not be used for the purposes 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 (and this would include any offer or solicitation to any Sanctioned Person).

It is the responsibility of Overseas Shareholders to satisfy themselves as to the full observance of the laws of the relevant jurisdiction in connection with the Proposals, including the obtaining of any governmental or other consent which may be required, compliance with necessary formalities and the payment of any issue, transfer or other taxes due to such jurisdiction.

Restricted Shareholders should note that, subject to the following sections, they will be deemed to have elected for the default option under the Scheme, being the Cash Option, and shall (other than a Restricted Shareholder who is a Sanctioned Person) be entitled to receive payment in cash out of the Cash Pool for their Ordinary Shares.

In addition, stockbrokers, banks and other agents holding Ordinary Shares for Restricted Shareholders must not elect for the Rollover Option in respect of such Ordinary Shares, subject to the following sections.

Restricted Shareholders who wish to receive BAGL Shares in respect of their entitlement under the Scheme should contact the Company directly if they are able to demonstrate, to the satisfaction of the Directors and the BAF Board that they can be issued BAGL Shares without breaching any relevant securities laws or any other applicable law or regulation or any Sanctions requirements or restrictions. If the Directors and the BAF Board are not so satisfied (in their respective absolute discretions) such Shareholders will be deemed to have elected for the default option, being the Cash Option, in respect of their entire holding of Ordinary Shares.

Shareholders who are subject to taxation outside the UK should consult their independent financial adviser as soon as possible.

Shareholder meetings

The implementation of the Proposals will require two general meetings of the Company.

The notices convening the First General Meeting (to be held at 10.30 a.m. on 15 March 2021) and the Second General Meeting (to be held at 1.00 p.m. on 26 March 2021) are set out at the back of the Circular.

The Resolutions to be proposed at the General Meetings, on which all Shareholders may vote, are as follows:

   (a)        First General Meeting 

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 2 of the Circular; 
   --      amend the Articles to give effect to the Scheme; 
   --      reclassify the Ordinary Shares into "A" Shares and "B" Shares; 

-- authorise the Liquidators to enter into and give effect to the Transfer Agreement with BAF (to distribute BAGL Shares to Shareholders in accordance with the Scheme);

   --      purchase the interests of any dissentients 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 to be voted in favour, whether in person* or by proxy, in order for it to be passed. The Scheme will not become effective unless and until, inter alia, the resolution to be proposed at the Second General Meeting has also been passed.

   (b)        Second General Meeting 

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 to be proposed at the Second General Meeting is conditional, inter alia, upon the Directors resolving to proceed with the Scheme.

The Resolution will require at least 75 per cent. of the votes cast in respect of it to be voted in favour, whether in person* or by proxy, in order for it to be passed.

Impact of Coronavirus (Covid-19) on the General Meetings

*As a result of the Covid-19 pandemic and associated UK Government guidance, attendance at the General Meetings will not be possible. Arrangements will be made by the Company to ensure that a minimum number of Shareholders required to form a quorum will attend each General Meeting in order that the meetings may proceed. In so doing, the Board is relying on the provisions of the Corporate Insolvency and Governance Act 2020. The safety of Shareholders and of the Company's service providers is the Board's primary concern. Shareholders (other than those required to form the quorum for the General Meetings) therefore cannot attend the meetings.

There will be an opportunity to ask questions in advance of each of the General Meetings. If Shareholders have a question relating to the business of either of the General Meetings, they should send it by email to jukg.shareholder@jpmorgan.com . To the extent that it is appropriate to do so, the Company will respond to any questions received in Q&As which will be posted on the Company's website www.jupiteram.com/JUKG in advance of the relevant General Meeting. Please note that all questions in respect of the First General Meeting should be submitted by close of business on 11 March 2021 and all questions in respect of the Second General Meeting should be submitted by close of business on 24 March 2021, to ensure that the Company is able to respond to them in advance of the relevant General Meeting.

Voting on the Resolution will be conducted on a poll. On a poll, every Shareholder (present by proxy) shall have one vote for every share of which he/she/it is the holder.

Given Shareholders will not be able to attend the General Meetings, Shareholders are strongly urged to appoint the Chairman of each General Meeting as their proxy to vote on their behalf. If you appoint someone else (other than the Chairman of each General Meeting) to be your proxy, this would result in your proxy not being counted since he/she will not be able to attend the General Meetings.

Dealings in Shares and Reclassified Shares

The Ordinary Shares will be disabled in CREST at 8.00 p.m. on 24 March 2021. The last time for trading in the Ordinary Shares on the London Stock Exchange for normal settlement will be 8.00 p.m. on 23 March 2021. After such time, dealings for normal settlement will be for cash settlement only and, in the case of certificated Ordinary Shares, will only be registered if documents of title are delivered immediately.

If the Resolutions are passed at the First General Meeting, an amendment to the Official List will be made in respect of the Reclassified Shares. It is expected that such amendment to the Official List will become effective and that dealings in the Reclassified Shares will commence with effect from 8.00 a.m. on 25 March 2021. For the purposes of dealings in the Reclassified Shares, all Shareholders will be treated as certificated holders and existing documents of title will remain valid. Dealings in the Reclassified Shares will be for cash settlement only. It is expected that dealings on the London Stock Exchange in the Reclassified Shares will be suspended at 7.00 a.m. on 26 March 2021.

Conditional upon the Resolutions at the First General Meeting being passed, an application will be made to the FCA for the listing of the Reclassified Shares to be suspended at 7.00 a.m. on 26 March 2021 and it is intended that, subject to the Scheme becoming unconditional and effective, such listing will be cancelled with effect from such date as the Liquidators will determine.

For the avoidance of doubt, the Register will remain open until the Effective Date.

Shareholders should note that an Ordinary Share acquired after the Record Date for entitlement to the Scheme will already be subject to an Election (or deemed Election) and that such Election (or deemed Election) will be irrevocable. Any Shareholder who proposes to transfer his/her/its Ordinary Shares (e.g. a transfer of certificated Ordinary Shares otherwise than through the London Stock Exchange) after the Record Date for entitlement to the Scheme should bring this to the attention of the relevant transferee(s).

As for a Shareholder who holds Ordinary Shares in uncertificated form (that is, in CREST) and has made a TTE Instruction in respect of such shares, please note that, as mentioned in paragraph 14 of Part 1 of the Circular, after settlement of a TTE Instruction, you will not be able to access the Ordinary Shares in CREST (to which such TTE Instruction relates) for any transaction or for charging purposes, notwithstanding that they will be held by Link Group as escrow agent until completion or lapsing of the Scheme .

Settlement and cash entitlements

It is expected that BAGL Shares will be issued on 26 March 2021 and contract notes confirming the number of shares held by Shareholders who have elected for the Rollover Option are expected to be despatched by post in the week commencing 29 March 2021.

Failure to return a Form of Election or a TTE Instruction, or the making of an Election (or the return of a Form of Election) which is not validly completed, will result in the relevant Shareholder being deemed to have elected for the default option (being the Cash Option) in respect of their entire holding.

Shareholders who hold their Ordinary Shares within a savings plan or ISA should, before making any Election, consult with their plan manager as regards their own position.

Shareholders in any doubt as to their tax position, or if they may be subject to taxation in a jurisdiction other than the UK, they are recommended to seek immediately their own personal tax advice from an independent professional adviser.

Cheques in respect of the cash amounts due to Shareholders who elect (or are deemed to have elected) for cash under the Cash Option are expected to be despatched to them in the week commencing 29 March 2021. It is expected that Shareholders who hold their Ordinary Shares in CREST will receive their cash entitlements through CREST in the week commencing 29 March 2021. Notwithstanding the above, the Liquidators reserve the right to arrange for all (or any part) of the cash amounts due under the Cash Option referred to above to be paid by cheque to all or any Shareholder(s) who hold their Ordinary Shares in CREST if, for any reason, it wishes to do so.

Existing certificates in respect of Ordinary Shares will cease to be of tradable value following suspension of dealings in the Ordinary Shares.

All cash payments will be made in pounds sterling. Any payments made by cheque in respect of the Cash Option will be payable to the Shareholder(s) concerned at the address as appearing in the Register at the Effective Date.

All documents and remittances despatched to or from Shareholders or their appointed agents in connection with the Proposals will be despatched at Shareholders' own risk. None of the Liquidators, the Company, any nominee(s) of the Liquidators or any of their respective agents shall be responsible for any loss or delay in the despatch of any documents and/or remittances to Shareholders or their appointed agents.

Dissenting Shareholders

Under Section 111(2) of the Insolvency Act 1986 any Shareholder who does not vote in favour of the Resolutions to approve the Scheme to be proposed at the First General Meeting may, within seven days following the First General Meeting, express his/her/its dissent to the Liquidators in writing at the registered office of the Company and require the Liquidators to purchase his/her/its interest in the Company (such Shareholder being a " Dissenting Shareholder ").

The purchase price for such Dissenting Shareholders' Ordinary Shares will not exceed that which the Dissenting Shareholder(s) would receive on a straight winding-up of the Company and will only be paid once all liabilities have been settled in the liquidation.

In order to purchase the interests of any Dissenting Shareholders, the Board in consultation with the Liquidators will appropriate an amount of the undertaking, cash and other assets of the Company to the Liquidation Pool which it believes is sufficient to purchase the interests of such Shareholders.

Recommendation and voting intentions

The Board is unanimously of the opinion that the Proposals set out in the Circular are in the best interests of Shareholders as a whole. Accordingly, the Board unanimously recommends that Shareholders vote in favour of all of the Resolutions to be proposed at the General Meetings of the Company (as the Directors intend to do in respect of their own beneficial holdings, which total 146,359 Ordinary Shares (representing approximately 1 per cent. of the Company's total voting rights as at the Latest Practicable Date) and that they complete and return their Forms of Proxy accordingly (whether by post, hand, online or electronic method), whether or not they intend to attend the meetings.

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 his or her individual investment objectives and by his or her 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 accompanying BAF Prospectus.

Shareholders who are in any doubt as to the contents of the Circular or as to the action to be taken should seek their own personal financial advice from an appropriately qualified independent financial adviser authorised under FSMA.

Expected Timetable

 
                                                                                                                  2021 
Ex dividend date for the interim dividend                                                                      4 March 
Record date for the interim dividend                                                      close of business on 5 March 
Latest time and date for receipt of Forms of Proxy from                                         10.30 a.m. on 11 March 
Shareholders for First General Meeting 
(whether by post, hand, online or electronic method) 
Latest time and date for receipt of the Forms of Election                                        1.00 p.m. on 12 March 
and/or TTE Instructions from Shareholders 
Record Date for entitlement to the Scheme                                                close of business on 12 March 
First General Meeting                                                                           10.30 a.m. on 15 March 

Calculation Date                                                                         close of business on 23 March 
Latest time for receipt of Forms of Proxy from                                                   1.00 p.m. on 24 March 
Shareholders for Second General Meeting (whether 
by post, hand, online or electronic method) 
Payment of the interim dividend                                                                               24 March 
Ordinary Shares disabled in CREST                                                                8.00 p.m. on 24 March 
Reclassification of the Ordinary Shares[1]                                                       8.00 a.m. on 25 March 
Publication of results of Elections, Residual Net Asset                                                       25 March 
Value per Share and the Rollover Pool 
NAV per Share 
Suspension of dealings in Reclassified Shares                                                    7.00 a.m. on 26 March 
Second General Meeting                                                                           1.00 p.m. on 26 March 
Effective Date for implementation of the Scheme                                                               26 March 
BAGL Shares issued pursuant to the Scheme                                                                     26 March 
Cheques expected to be despatched and CREST payments made                                     week commencing 29 March 
to Shareholders in respect of the 
Cash Option 
Contract notes expected to be despatched in respect of                                        week commencing 29 March 
BAGL Shares issued pursuant to the 
Scheme 
Cancellation of listing of Reclassified Shares                         as soon as practicable after the Effective Date 
 

The times and dates set out in the expected timetable of events above and mentioned throughout the Circular may be adjusted by the Company, in which event details of the new times and dates will be notified, as required, to the Financial Conduct Authority, the London Stock Exchange and, where appropriate, Shareholders. All references to time in this announcement are to UK time

A copy of the Circular has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The Circular will also shortly be available on the Company's website at www.jupiteram.com/JUKG.

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular dated 19 February 2021.

For further information, please contact:

Numis Securities Limited

David Benda, Investment Banking

d.benda@numis.com

Tel. 020 7260 1275

Jupiter Asset Management Limited

Magnus Spence, Head of Investment Trusts and Alternatives

investmentcompanies@jupiteram.com

Tel. 020 3817 1000

[1] Reclassified Shares are a technical requirement of the Scheme and will be created if Resolution 1 to be proposed at the First General Meeting is passed and becomes effective. Ordinary Shares will be reclassified according to the Elections made (or deemed to be made) by Shareholders.

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February 19, 2021 02:00 ET (07:00 GMT)