Bonus Issue of Subscription Shares

RNS Number : 8531S

JPMorgan Overseas IT PLC

05 December 2012

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION IN PARTICULAR THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA

5 December 2012

JPMorgan Overseas Investment Trust PLC

Bonus issue of Subscription Shares

The Company has today published a Prospectus in connection with a bonus issue of Subscription Shares to Shareholders on the register on 11 January 2013.

Shareholder approval for the issue will be sought at a general meeting of the Company convened for 10 January 2013. 

Benefits of the Subscription Shares

Subscription Shares:

·           represent an attractive way in which investors can participate in any future net asset value growth of the Company through subscription for additional Ordinary Shares at a pre-determined price;

·           have a monetary value which may be traded in a similar fashion to existing Ordinary Shares or converted into Ordinary Shares;

·           will increase the capital base of the Company on any exercise of the Subscription Share Rights, allowing operating costs to be spread across a larger number of Ordinary Shares and hence should cause the Company's ongoing charges per share to fall;

·           will increase the number of Ordinary Shares in issue following the exercise of any Subscription Share Rights, which may in due course improve the liquidity in the market for the Company's Ordinary Shares; and

·           are qualifying investments for the purposes of the stocks and shares component of an ISA and permitted investments for the purposes of a SIPP.

The Bonus Issue

The Company is proposing to issue Subscription Shares to Qualifying Shareholders on the basis of one Subscription Share for every five Existing Ordinary Shares held on 11 January2013, subject to approval at the General Meeting on 10 January2013.

Each Subscription Share will confer the right (but not the obligation) to subscribe for one Ordinary Share upon exercise of the Subscription Share Rights and on payment of the Subscription Price, as set out below. The Subscription Price will increase depending on when Subscription Shares are exercised.

Subscription Share Rights may be exercised to have effect on 31 October 2013, 30 April 2014, 31 October 2014, 30 April 2015 and 30 October 2015 (each a "Subscription Date") after which the Subscription Share Rights will lapse.

Subscription Shares will not carry the right to receive any dividends from the Company or the right to attend and vote at general meetings of the Company.

The Subscription Price will be equal to the published NAV per Ordinary Share as at the close of business on 10 January 2013, plus a percentage premium to such amount,  as follows:

(a)     if exercised to have effect on 31 October 2013, a 5 per cent. premium to such NAV per Ordinary Share;

(b)     if exercised to have effect on 30 April 2014 or 31 October 2014, a 10 per cent. premium to such NAV per Ordinary Share; and

(c)    if exercised to have effect on 30 April 2015 or 30 October 2015, a 15 per cent. premium to such NAV per Ordinary Share.

The NAV for the purpose of calculating the Subscription Price will be the unaudited value of the Company's assets calculated in accordance with the Company's accounting policies (including revenue items for the current financial year) less all prior charges and other creditors at their par value (including the costs of the Bonus Issue).

Fractions of Subscription Shares will not be allotted or issued and entitlements will be rounded down to the nearest whole number of Subscription Shares. It is expected that an announcement setting out the Subscription Price will be made on 11 January2013. The ISIN of the Subscription Shares is GB00B8DPQC12, the SEDOL is B8DPQC1and the ticker is JMOS.

New Articles

If the Resolution is approved, the New Articles will be adopted. The New Articles will set out the rights attaching to the Subscription Shares.

Overseas Shareholders

The Subscription Shares to be issued under the Bonus Issue are not being issued to Shareholders who have a registered address outside the EEA States, the Channel Islands, the Isle of Man and New Zealand.  The Board will allot any Subscription Shares due under the Bonus Issue to Overseas Shareholders to a market maker who will sell such Subscription Shares promptly at the best price obtainable.  The proceeds of sale will be paid to the Overseas Shareholders entitled to them save that entitlements of less than £5 per Overseas Shareholder will be retained by the Company for its own account.

Expected Timetable

		2013
Latest time and date for receipt of Voting Direction Forms from Plan Participants in respect of the General Meeting		9.00 a.m. on 3 January
Latest time and date for receipt of Forms of Proxy from Shareholders in respect of the General Meeting		9.00 a.m. on 8 January
General Meeting to approve the Bonus Issue		9.00 a.m. on 10 January
Subscription Price of Subscription Shares calculated		close of business on 10 January
Announcement of the Subscription Price		11 January
Record Date for the Bonus Issue	close of business on 11 January
Admission of the Subscription Shares to the standard segment of the Official List and dealings in the Subscription Shares commence on the London Stock Exchange	8.00 a.m. on 15 January
CREST accounts credited with Subscription Shares	15 January
Initial quotation of Subscription Shares on the NZX Main Board	10.00 a.m. on 16 January (New Zealand time)
Share certificates despatched in respect of the Subscription Shares	week commencing 21 January

Commenting on the proposals Simon Davies, the Chairman, said:

"The Board is keen to give shareholders, now and in the future, an attractive and successful investment process and well structured corporate vehicle that can not only provide good investment returns but can attract a good rating and add value through its structure. Changes in management style some four years ago and the introduction of subscription shares now are all, in the Board's opinion, positive steps in that direction."

Terms used and not defined in this announcement bear the meaning given to them in the Prospectus dated 5 December 2012.

A copy of the Prospectus will shortly be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM 

The Prospectus will also shortly be available on the Company's website at www.jpmoverseas.co.uk 

Enquiries:

Richard Plaskett,  JPMorgan Asset Management  - 020 7742 3422

James Moseley, Winterflood Investment Trusts - 020 3100 0250

This announcement should not be construed as advice relating to legal, taxation or any other matters and does not constitute a recommendation to sell or the solicitation of an offer to subscribe for or buy, nor shall there be any sale of, any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company or Winterflood Securities Limited.

The contents of this announcement include statements that are, or may be deemed to be, "forward looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believe", "expect", "intend", "will" or " should".  By their nature, forward looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. The Company's actual results and performance may differ materially from the impression created by the forward-looking statements. The Company undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by applicable law and regulation (including the Listing Rules). No statement in this announcement is intended to be a profit forecast. Investors should consult a financial adviser authorised under the Financial Services and Markets Act 2000 without delay if they are in any doubt about the action they should take.

This announcement is not a prospectus and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to subscribe for or purchase any securities or the solicitation of any vote or approval in any jurisdiction, pursuant to the Bonus Issue or otherwise.

 

END

 

 

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