Publication of Prospectus

Jupiter Green Investment Trust PLC - Publication of Prospectus The Board of Jupiter Green Investment Trust PLC is pleased to announce that it will today publish a combined prospectus and circular to Shareholders in relation to recommended proposals for a Placing and Offer for Subscription of up to 75 million C Shares (with New Warrants attached on a one-for-five basis) at an issue price of 100 pence per C Share (the "Prospectus"). Highlights * Recommended proposals for a C Share issue to raise up to £75 million, before expenses. * Placing and Offer for Subscription of C Shares to new investors and existing shareholders at a price of 100p per C share. * New Warrants to be issued, free of charge, on the basis of one New Warrant for every five C Shares subscribed under the Placing and Offer for Subscription. * Assets representing the Net Issue Proceeds will be accounted for and managed as a distinct pool of assets until the Conversion of the C Shares into Ordinary Shares. * Placing commitments and application forms under the Offer for Subscription to be received by 5.00 pm on Monday, 23 July. * Arbuthnot Securities Limited is acting as sponsor, broker and financial adviser to Jupiter Green. For further information, please contact: Richard Pavry Director of Investment Trusts Jupiter Asset Management Limited rpavry@jupiter-group.co.uk 020 7314 4822 Alastair Moreton Director, Corporate Finance Arbuthnot Securities Limited alastairmoreton@arbuthnot.co.uk 020 7012 2000 Availability of the Prospectus Jupiter Green Investment Trust PLC ("Jupiter Green" or the "Company") has today submitted the Prospectus to the UK Listing Authority for approval. The Prospectus will shortly be available for inspection at the Document Viewing Facility of the Financial Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS and at the offices of Stephenson Harwood at One, St. Paul's Churchyard, London EC4M 8SH. The Prospectus will also be available for collection, free of charge, during normal business hours on any weekday (excluding public holidays) from the Company's registered office, 1 Grosvenor Place, London SW1X 7JJ. Copies are also available on request by email from rpavry@jupiter-group.co.uk or by telephone to 0845 30 60 100 or for download from www.jupiteronline.co.uk. The Company has also today published its audited report and accounts for the financial period ending 31 March 2007 (the "Accounts"). Copies of the Accounts, together with monthly performance fact sheets for the Company and information about the availability of the Company's shares and warrants through the Jupiter Investment Trust ISA, PEP and Savings Scheme are also available for collection from the Company's registered office and on request by email from rpavry@jupiter-group.co.uk or by telephone to 0845 30 60 100 or for download from www.jupiteronline.co.uk. Backgroundto the Proposals The Company is an investment trust whose Ordinary Shares and Warrants were admitted to the Official List on 8 June 2006. The Company's investment objective is to generate long-term capital growth through investing in a diverse portfolio of companies providing environmental solutions. The Company's investment portfolio has a bias towards small and medium capitalisation companies. Investments are made predominantly in securities which are quoted, listed or traded on a recognized investment exchange which focus on the following six green investment themes: clean energy, water management, waste management, sustainable living, environmental services and green transport. The Company is managed by Jupiter Asset Management Limited and the Manager has appointed Winslow Management Company, LLC, as investment adviser to manage assets in that part of the Company's portfolio which may be allocated by the Manager for investment in US and Canadian securities from time to time. Past Performance As at the Company's financial year end on 31 March 2007, the Company had undiluted audited Total Assets of £31.679 million and an audited diluted NAV per Ordinary Share of 115.75 pence. As at 28 June 2007, being the latest practicable date prior to publication of the Prospectus, the Company had unaudited undiluted Total Assets of £34.780 million and an unaudited undiluted Net Asset Value per Ordinary Share of 126.44 pence. The unaudited fully diluted NAV per Ordinary Share was 122.37 pence after taking into account the diluting effect of the Warrants in issue. The Company's unaudited NAV per Ordinary Share performance over the period since its admission on 8 June 2006 to 28 June 2007, compared with those of the FTSE World Smaller Companies ex US, Russell 2500 Growth and Composite Benchmark indices, was as follows: 28 June 2007 8 June 2006 % Change Undiluted NAV per Ordinary 126.44 97.07 +30.2 Share (pence)* Diluted NAV per Ordinary Share 122.37 97.07 +26.1 (pence)* FTSE World Smaller Companies 510.50 403.16 +26.6 ex US index** Russell 2500 Growth index** 488.32 433.37 +12.7 Composite Benchmark index *** +23.2 Sources: * based on the Company's unaudited NAV per Ordinary Share as at admission and as at 28 June 2007 as per the Company's NAVannouncement to the London Stock Exchange through the Regulatory Information Service based on internal management accounts forthe Company produced by Jupiter Asset Management Limited, the Company Secretary ** Bloomberg *** based on 76 per cent. of the FTSE World Smaller Companies ex US index and 24 per cent. of the Russell 2500 Growth index, ascalculated by Jupiter Asset Management Limited, the Company Secretary Based on the middle market prices of the Company's Ordinary Shares and Warrants on the London Stock Exchange on 28 June 2007, the see-through value of an investment of 100p at launch would now be 137.75p (comprising one Ordinary Share at 127.5p and one fifth of a Warrant at 51.25p). Warrants were issued free of charge on a one-for-five basis together with the Ordinary Shares at launch. Since the admission of the Ordinary Shares and Warrants to the Official List on 8 June 2006, the Company has been able to issue a further 2,477,976 Ordinary Shares (representing approximately 10 per cent. of the issued share capital of the Company on admission) under a block listing facility to meet increasing demands from investors. As at 4 July 2007, the Company had 27,508,037 Ordinary Shares and 5,006,012 Warrants in issue. The Proposals After due consideration of the Company's investment objective, the Board has concluded that this is an appropriate time to respond to investor demand by seeking to raise additional capital to expand the Company's investment portfolio and broaden the Company's investor base, which should improve market liquidity for all Shareholders. Consequently, the Board is taking the opportunity provided by this demand and the existing premium to unaudited diluted NAV per Ordinary Share, being 4.2 per cent. as at 28 June 2007 (the latest practicable date prior to publication of the Prospectus), to implement the Proposals, which involve: * a Placing and Offer for Subscription of C Shares (with New Warrants attached) to raise up to £75 million before expenses; and * adoption of new Articles to provide for the rights and restrictions attaching to the C Shares. Benefits of the Proposals The Directors believe that the Proposals have the following principal benefits: * existing Shareholders will be able to subscribe for further Ordinary Shares in the Company; * new investors will be able to invest in the Company who would not otherwise have been able to make an investment in the Company of their preferred size; * the market capitalisation of the Company will increase following the Placing and Offer for Subscription and it is expected that the liquidity of the Ordinary Shares will be enhanced, following Conversion, through a wider shareholder base; and * the Placing and Offer for Subscription will increase the size of the Company and enable it to spread its fixed operating expenses over a larger number of Ordinary Shares. The Proposals ensure, through the C Share Conversion mechanism, that existing Shareholders will remain fully invested and not suffer any dilution for the costs of the Proposals or upon Conversion of the C Shares. Placing and Offer for Subscription The Company is seeking to raise up to £75 million, before expenses, through the Placing and Offer for Subscription of C Shares. The Placing and Offer for Subscription are not being underwritten. A maximum of 75 million C Shares (and 15 million New Warrants on a one for five basis) will be available on a non pre-emptive basis to Shareholders and other investors under the Placing and Offer for Subscription at an issue price of 100 pence per C Share. Priority will be given to applications from Shareholders who are entered on the register on 4 July 2007. In the event that the Issue is oversubscribed, other investors will be scaled back to the extent necessary and if the Issue remains oversubscribed after such investors have been scaled back in full, Ordinary Shareholders will be scaled back as required pro rata to their holdings of Ordinary Shares on 4 July 2007. The Placing and Offer for Subscription are conditional, inter alia, on the Placing and Offer Agreement becoming unconditional, and not being terminated, Admission of the C Shares and New Warrants and the passing of the special resolution as set out in the notice of Extraordinary General Meeting in the Prospectus. The result of the Placing and Offer for Subscription will be announced on the date of the Extraordinary General Meeting and trading in the C Shares and New Warrants is expected to commence on 30 July 2007. C Shares and principles of Conversion into Ordinary Shares The Placing and Offer for Subscription will be of a new class of shares, C Shares, at an issue price of 100 pence per C Share. An issue of C Shares is designed to overcome the potential disadvantages that could arise for existing Shareholders out of a conventional fixed price issue of further Ordinary Shares for cash. In particular: * the assets representing the Net Issue Proceeds will be accounted for and managed as a distinct pool of assets until Conversion. By accounting for the Net Issue Proceeds separately, holders of existing Ordinary Shares will not be exposed to a portfolio containing a substantial amount of uninvested cash before the Calculation Date; * the NAV of the existing Ordinary Shares will not be diluted by the expenses associated with the Proposals which will be borne by the subscribers for the C Shares; and * the basis upon which the C Shares will convert into Ordinary Shares is such that the number of Ordinary Shares to which holders of C Shares will become entitled to upon Conversion will reflect the relative investment performance and value of the pool of new capital attributable to the C Shares raised pursuant to the Placing and Offer for Subscription up to the Calculation Date as compared to the assets attributable to the Ordinary Shares in issue at that time. As a result, the NAV attributable to the Ordinary Shares in issue will not be adversely affected by Conversion and no dilution to existing Shareholders will result. The Net Issue Proceeds and the investments made with them will be accounted for and managed as a separate pool of assets until the date on which at least 80 per cent. of the Net Issue Proceeds have been invested or committed to be invested (or such greater amount as the Directors and the Manager may agree), or if earlier 31 December 2007. The Conversion Ratio will then be calculated and the C Shares in issue will convert into a number of Ordinary Shares calculated by reference to the net assets then attributable to C Shares compared to the net assets at the same time attributable to Ordinary Shares then in issue. Entitlements to Ordinary Shares will then be rounded down to the nearest whole number and fractional entitlements will be aggregated and sold for the benefit of the Company. Prior to Conversion, the C Shares will carry the right to any dividends declared only in respect of the assets attributable to the C Shares and for the purposes of attending and voting at general meetings of the Company, the C Shares and the Ordinary Shares will be treated as if they are a single class. C Shareholders will be able to participate in a winding-up of the Company or upon a return of capital. The New Ordinary Shares arising on Conversion will rank pari passu with the Ordinary Shares then in issue and will have the rights set out in the Articles. Example of Conversion mechanism The following example illustrates the basis on which the number of Ordinary Shares arising on Conversion will be calculated. The example is unaudited and is not intended to be a forecast of the number of Ordinary Shares which will arise on Conversion. The example illustrates the number of Ordinary Shares which would arise on the Conversion of 1,000 C Shares held at the Conversion Date, using assumed NAVs attributable to the C Shares and Ordinary Shares in issue at the Calculation Date. The assumed NAV (undiluted and unaudited) attributable to each Ordinary Share is that at the close of business on 28 June 2007 (the latest practicable date prior to publication of the Prospectus) (Source: Company's weekly NAV announcement). The assumed NAV attributable to each C Share is on the basis that there are no returns or losses on the Net Issue Proceeds prior to the Calculation Date. Worked Example Number of C Shares subscribed 1,000 Amount subscribed £1,000 Undiluted NAV attributable to a C Share at the Calculation Date 97.6 pence Undiluted NAV attributable to an Ordinary Share at the Calculation Date 126.44 pence Conversion Ratio 0.7719 Number of Ordinary Shares arising on Conversion 771 New Warrants Under the Placing and Offer for Subscription, New Warrants will be issued on the basis of 1 New Warrant for every 5 C Shares subscribed. New Warrants carry the right to subscribe for Ordinary Shares and holders may only subscribe for C Shares in the event of a takeover offer of the Company prior to Conversion. In order to ensure that the issue of New Warrants is not dilutive to existing Ordinary Shareholders, on the Conversion Date, such number of New Warrants will be cancelled so that the number of New Warrants outstanding following cancellation will be at a ratio to the number of Ordinary Shares arising on Conversion that is equal to the ratio of existing Warrants to existing Ordinary Shares immediately prior to the Conversion Date. However, no additional New Warrants will be issued if the Conversion Ratio is such that the number of Ordinary Shares arising on Conversion is greater than the number of C Shares in issue prior to Conversion. Each holder of New Warrants will be issued with a certificate in respect of their revised holding of New Warrants. Fractional entitlements will be rounded down and will be cancelled. The New Warrants will, following Conversion, rank pari passu in all respects with the existing Warrants (including the subscription price of 100 pence per Ordinary Share). By way of example, if the Conversion Ratio was equal to 0.7719 (as in the example above) and based on the ratio of existing Warrants to Ordinary Shares of 18.1984 per cent. as at 28 June 2007 (the latest practicable date prior to publication of the Prospectus), a holder of 1,000 New Warrants would have 298 New Warrants cancelled on the Conversion Date and subsequently would hold 702 New Warrants ranking pari passu with the existing Warrants in issue. Extraordinary General Meeting An EGM has been convened for 11.30 am on 27 July 2007 (or so soon thereafter as the AGM concludes or is adjourned) in order to obtain Shareholders' approval for implementation of the Proposals. The Board's Recommendation to Shareholders The Board considers that the Proposals are in the best interests of Shareholders as a whole. The Board has received financial advice from Arbuthnot Securities and, in giving that financial advice, Arbuthnot Securities has placed reliance on the Board's commercial assessments. Accordingly, the Board unanimously recommends that Shareholders vote in favour of the Special Resolution to be proposed at the EGM. The Directors intend to vote in favour of the Special Resolution in respect of their own beneficial holdings of Ordinary Shares which amount in aggregate to 96,000 Ordinary Shares. Admission and Dealings Applications have been made to the UK Listing Authority for up to 75 million C Shares and up to 15 million New Warrants to be admitted to the Official List and to the London Stock Exchange for the same number of C Shares and New Warrants to be admitted to trading on the London Stock Exchange's market for listed securities. It is expected that Admission will become effective, and that dealings in the C Shares and New Warrants will commence, on 30 July 2007. Certificates and CREST The C Shares and the New Ordinary Shares arising on Conversion will be issued in registered form and may be held in certificated or uncertificated form. Expected Timetable of Principal Events* 2007 Offer for Subscription opens 4 July Latest time and date for receipt of placing 5 pm on 23 July commitments Latest time and date for receipt of Letters of 5 pm on 23 July Direction from Jupiter Investment Trust ISA, PEP and Savings Scheme holders for the EGM Latest time and date for receipt of Jupiter Investment 5 pm on 23 July Trust ISA, PEP and Savings Scheme Application Forms Latest time and date for receipt of Application Forms 5 pm on 23 July under the Offer for Subscription Latest time and date for receipt of forms of proxy 11.30 am on 25 July from Ordinary Shareholders for the EGM by the Registrar Results of Placing and Offer for Subscription on or around 27 July announced Annual General Meeting 11.00 am on 27 July Extraordinary General Meeting 11.30 am on 27 July Admission and dealings in C Shares and the New 8 am on 30 July Warrants commences CREST account credited in respect of C Shares and New by 30 July Warrants issued in uncertificated form Certificates despatched in respect of C Shares and the week commencing 6 August New Warrants issued in certificated form Despatch of confirmations of holdings to investors in week commencing 13 the Jupiter Investment Trust ISA, PEP and Savings August Scheme accounts Latest date for Conversion of C Shares into Ordinary by 31 December Shares. Admission of the Ordinary Shares arising on Conversion to the Official List and to trading on the Main Market will occur on the Conversion Date * All references are to London time. Definitions Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Prospectus dated 4 July 2007. Important Notice for U.S. Investors THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE 'SECURITIES ACT'), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE OFFER, SALE, PLEDGE OR TRANSFER OF THESE SECURITIES IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THESE SECURITIES, ACKNOWLEDGES THAT THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND THAT THE ISSUER HAS NOT REGISTERED AND WILL NOT REGISTER UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE 'INVESTMENT COMPANY ACT'). THE HOLDER AGREES FOR THE BENEFIT OF THE ISSUER, ANY DISTRIBUTORS OR DEALERS AND ANY SUCH PERSONS' AFFILIATES THAT THESE SECURITIES MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT, THE INVESTMENT COMPANY ACT AND ANY APPLICABLE STATE SECURITIES LAWS AND ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT TO A NON-US PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT, 'US PERSON') OR (2) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT (PROVIDED THAT, IF SUCH TRANSFER PURSUANT TO THIS CLAUSE (2) IS TO A US PERSON, THE PURCHASER IS A QUALIFIED PURCHASER WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), AND IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS. THE HOLDER ACKNOWLEDGES THAT THE PURPOSE OF THE FOREGOING LIMITATION IS, IN PART, TO ENSURE THAT THE ISSUER IS NOT REQUIRED TO REGISTER UNDER THE INVESTMENT COMPANY ACT. Arbuthnot Securities Limited Arbuthnot Securities Limited is acting as sponsor, broker and financial adviser to the Company. Arbuthnot Securities Limited, which is authorised and regulated by the Financial Services Authority, is acting for the Company only and will not be responsible to any other person for providing the protections afforded to customers of Arbuthnot Securities Limited or for advising such person on the matters referred to in this announcement.
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