Placing of new Ordinary Shares

RNS Number : 9558W

JPMorgan American IT PLC

07 February 2012

 



Press Release

For immediate release

7 February 2012

JPMorgan American Investment Trust plc

(the "Company")

Placing of new Ordinary Shares

The Company is pleased to announce that it will look to make an issue of new ordinary shares directly to professional investors, free of stamp duty, pursuant to the shareholder authorities granted at the Company's last annual general meeting.  Such issue will be undertaken by way of a non pre-emptive placing of shares (the "Placing") conducted by the Company's broker, Collins Stewart Europe Limited.  Shares will be issued at a price of 907p pence each, being a 2.6 per cent. premium to the prevailing net asset value (including income and valuing debt at fair value) of the existing ordinary shares as announced on 7 February 2012.

Shares issued under the Placing will rank pari passu with the existing ordinary shares.  The Company expects to make an announcement of the results of the Placing later today.

Expected timetable

Event	Time/Date (2012)
Last time and date for receipt of Placing commitments	1.00 p.m. on Tuesday 7 February
Announcement of results of the Placing	5.00 p.m. on Tuesday 7 February
Settlement/dealings commence in new shares	8.00 a.m. on Friday 10 February
CREST Stock Accounts to be credited	Friday 10 February
Certificates in respect of New Ordinary Shares in certificated form despatched	Wednesday 15 February

Each of the times and dates in the above timetable is subject to change, in which event details of the new times and/or dates will be notified to the UK Listing Authority and the London Stock Exchange and, where appropriate, Shareholders. References to times are to Greenwich Mean Time.

Terms and conditions of the Placing

The Placing will be made on and any application for shares thereunder will be subject to the terms and conditions announced by the Company on 13 April 2011.  The Placing is also conditional upon admission of the shares to be issued pursuant to the Placing to the Official List of the UK Listing Authority and to trading on the London Stock Exchange plc's main market for listed securities.

End

For further information please contact:

JPMorgan Asset Management (UK) Limited                         [phone]

Craig Cleland

Collins Stewart Europe Limited                                                 [phone]

Robbie Robertson/Andrew Zychowski/

Neil Brierley/Will Barnett

IMPORTANT INFORMATION

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN ANY PLACING. THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY COLLINS STEWART EUROPE LIMITED ("COLLINS STEWART" OR THE "PLACING AGENT") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS DOCUMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.  ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS DOCUMENT RELATES IS AVAILABLE ONLY TO, AND WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS.

THE ORDINARY SHARES THAT ARE THE SUBJECT OF THE PLACING (THE "PLACING SHARES") ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN UNION, OTHER THAN TO "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL SERVICES AUTHORITY (THE "FSA") OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES.

The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States or to or for the benefit of U.S. Persons (as such term is defined in Rule 902 of Regulation S under the Securities Act ("Regulation S")) absent registration, except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing is being made outside the United States in offshore transactions (as defined in Regulation S) meeting the requirements of Regulation S under the Securities Act. Persons receiving this document (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This document does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, the Republic of South Africa, New Zealand, the Republic of Ireland or Japan or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This document and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this document, the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, the Placing Agent, or any of their respective holding companies, subsidiaries, branches or affiliates that would permit an offer of the Placing Shares or possession or distribution of this document or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this document are required to inform themselves about and to observe any such restrictions.

Collins Stewart Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for JPMorgan American Investment Trust plc and for no one else in connection with the Placing and will not be responsible to anyone other than JPMorgan American Investment Trust plc for providing the protections afforded to clients of Collins Stewart Europe Limited or for affording advice in relation to the Placing, or any other matters referred to herein.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making an oral offer to take up Placing Shares is deemed to have read and understood this document and the terms and conditions of the Placing referred to herein in their entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained therein.

 

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