Publication of a Prospectus

JPMorgan Global Growth & Income PLC

18 October 2024

 

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

18 October 2024

JPMorgan Global Growth & Income plc

Placing Programme of up to 150,000,000 Ordinary Shares

Publication of Prospectus

On 13 August 2024, the Board of JPMorgan Global Growth & Income plc (the "Company" or "JGGI") announced that it had published a circular to convene a general meeting ("General Meeting") of the Company to seek Shareholder authority to: (i) allot up to 49,025,230 Ordinary Shares (the "General Allotment Authority"), (ii) allot up to 150,000,000 Ordinary Shares, being the maximum number of Ordinary Shares that may be issued under a new placing programme (the "Placing Programme"), and (iii) disapply pre-emption rights in respect of the Ordinary Shares to be issued pursuant to the General Allotment Authority and Placing Programme (the "Proposals").

On 2 September 2024, the Board accordingly announced that all resolutions put to Shareholders in connection with the Proposals were passed by way of a poll at the General Meeting.

The Company has today published a prospectus (the "Prospectus") to provide Shareholders with further details of the Placing Programme to issue up to 150,000,000 Ordinary Shares by way of Placings and/or Tap Issues. This will enable the Company to continue its issuance and premium management programme effectively through Tap Issues and to carry out Placings, if appropriate, over the next 12-month period.

The Prospectus has been approved by the Financial Conduct Authority and the Prospectus will shortly be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at http://www.jpmglobalgrowthandincome.co.uk.

Background to and reasons for the Placing Programme

The Company's Ordinary Shares have generally traded at a premium to their Net Asset Value ("NAV") cum income with debt at fair value for an extended period of time, with an average premium of 1.7 per cent. in the 12-month period to 30 September 2024.

This strong level of interest in the Ordinary Shares has led to the Company having an active issuance and premium management programme.

The Company may over a 12-month rolling period apply for new Ordinary Shares representing the equivalent of up to 20 per cent. of its issued share capital to be admitted to the Official List and to trading on the Main Market without publishing a prospectus. As at 15 October 2024 (being the "Latest Practicable Date"), a total of 95,019,139 Ordinary Shares* had been admitted to the Official List over the previous 12-month period which includes the number of Ordinary Shares admitted, respectively, under each of the following issuances:

·      'tap issues' - the issuance of approximately 52 million Ordinary Shares, in aggregate, for cash pursuant to a series of successive Block Listing Facilities raising gross cash proceeds of approximately £284 million to pursue the Company's Investment Policy; 

·      Placing and WRAP Retail Offer - the issuance of 6,472,847 Ordinary Shares raising gross cash proceeds of approximately £34.5 million to pursue the Company's Investment Policy; and

·      MATE Scheme Issue - the issuance of 13,546,292 Ordinary Shares pursuant to the MATE Scheme.

*As at the Latest Practicable Date, the Company had 22,884,140 Ordinary Shares remaining within its existing Block Listing Facility dated 24 May 2024.

As at the Latest Practicable Date, this Ordinary Share issuance represented 19.4 per cent. of the issued share capital of the Company and, therefore, the Company has only limited further capacity to continue to issue Ordinary Shares beyond its existing Block Listing Facility without publishing a prospectus.

Accordingly, a Prospectus is being published in order to: (i) 'reset' the Company's 20 per cent. capacity to issue further Ordinary Shares without publishing a prospectus pursuant to Article 1(5) of the UK Prospectus Regulation; and (ii) implement a Placing Programme in order to issue up to 150,000,000 Ordinary Shares by way of Placings and/or Tap Issues.

This will enable the Company to continue its issuance and premium management programme through Tap Issues and to carry out Placings, if appropriate, over the next 12-month period. In addition, it provides flexibility to the Board to apply for the Admission of Ordinary Shares in connection with the issuance of Ordinary Shares for general purposes, other than pursuant to the Placing Programme.

Given the nature of the Company's Investment Policy, the Board is satisfied that the Investment Manager's approach will be able to smoothly deploy any additional capital raised pursuant to the Placing Programme and it is envisaged that Ordinary Shares would be issued over time under the Placing Programme, subject to market conditions.

The Chairman of JGGI, Tristan Hillgarth, commented:

"The consistent premium rating of the Ordinary Shares reflects their continuing demand in the market and the commencement of the Placing Programme is a continuation of the strategy to continue to increase the size, scale and secondary market liquidity of the Ordinary Shares over the next 12-month period. The Board would like to thank shareholders for their ongoing support."

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Prospectus.

For further information please contact:

JPMorgan Global Growth & Income plc Tristan Hillgarth	Contact via Company Secretary
JPMorgan Funds Limited	[phone]
Simon Crinage Simon Elliott William Talkington
JPMorgan Funds Limited (Company Secretary) Divya Amin Emma Lamb	[phone]
Winterflood Securities Limited	[phone]
Neil Langford Haris Khawaja

JPMorgan Global Growth & Income plc LEI: 5493007C3I0O5PJKR078

 

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