Publication of Circular

JPMorgan Global Growth & Income PLC

13 August 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, INTO OR FROM, 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

13 August 2024

JPMorgan Global Growth & Income plc

Proposed grant of General Allotment Authority and Placing Programme

Publication of Circular

The Board of JPMorgan Global Growth & Income plc (the "Company" or "JGGI") announces that it has today published a circular (the "Circular") to provide details of the proposals and to convene a general meeting of the Company (the "General Meeting") to seek Shareholder authority to: (i) allot up to 49,025,230 Ordinary Shares (the "General Allotment Authority"), (ii) allot up to 150,000,000Ordinary 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 (together, the "Proposals").

The Circular 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 Proposals

The Company's Ordinary Shares have generally traded at a premium to their Net Asset Value ("NAV") for an extended period of time, with an average premium of 1.2 per cent. in the 12-month period to 31 July 2024. The Board believes that the premium rating of the Ordinary Shares has been driven primarily by strong investment performance, with NAV total return over one, three and five years to 31 July 2024 of 23.0 per cent., 46.2 per cent. and 99.3 per cent. respectively, and as a result of a dividend policy that provides for a high level of income on an annual basis and the secondary market liquidity offered by the Ordinary Shares.

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

The demand for the Ordinary Shares continues to be strong and the Directors believe it is in Shareholders' interests to continue to operate its issuance and premium management programme so that the Company can continue to effectively manage the premium at which the Ordinary Shares may trade to the prevailing NAV per Ordinary Share. It also allows for further growth in the Company's assets which is expected to continue to improve secondary market liquidity and enhance the marketability of the Ordinary Shares, while also further reducing the Company's ongoing charges given the Company's tiered management fee structure and the fixed costs being spread over a larger capital base.

The Proposals are being put forward to ensure the Company can continue the effective operation of its issuance and premium management programme over the next 12-month period.

At the Company's general meeting held on 11 March 2024, the Company was given authority to issue up to 46,415,730 Ordinary Shares on a non-pre-emptive basis, such authority to expire at the conclusion of the Company's next Annual General Meeting, which is expected to be held in November 2024. The Company has, however, utilised a significant proportion of this existing authority in connection with its ongoing issuance and premium management programme, having issued 31,000,000 Ordinary Shares available under this authority as at the Latest Practicable Date.  The Board is therefore seeking an interim Shareholder authority to allot 49,025,230 Ordinary Shares (representing 10 per cent. of the issued share capital of the Company as at the Latest Practicable Date) with statutory pre-emption rights disapplied, for the period up to the next Annual General Meeting which is expected to be held in November 2024.

In addition, the Company intends to publish a prospectus shortly to allow for the continuation of its ongoing issuance and premium management programme. The Company may apply for Ordinary Shares to be admitted to the Official List and to trading on the Main Market, representing up to 20 per cent. of its issued share capital over a 12-month rolling period, without publishing a prospectus. As at the Latest Practicable Date, a total of 95,019,139 Ordinary Shares have been admitted to the Official List over the last 12 months, representing 19.4 per cent. of the issued share capital, through a combination of block listings, a placing in February 2024 and the issuance of Ordinary Shares in connection with rollover of assets from JPMorgan Multi-Asset Growth & Income plc. The Company has, therefore, only limited further capacity to continue to issue Ordinary Shares beyond its existing block listing without publishing a prospectus.

In order for the Company to continue its issuance and premium management programme effectively and to undertake further placings, if appropriate, over the next 12 months, the Board is seeking Shareholder authority to allot up to 150,000,000 Ordinary Shares pursuant to a Placing Programme to be implemented under a prospectus that is expected to be published in October 2024.

Benefits of the Proposals

The Board believes that the Proposals have the following benefits for Shareholders:

·    the ability to issue new Ordinary Shares, so as to be able to continue to manage the premium to the prevailing Net Asset Value per Ordinary Share at which the Ordinary Shares may trade;

·      improved secondary market liquidity for Shareholders, making the Ordinary Shares more attractive to a wider range of investors;

·      a reduction in the average management fee payable by the Company with any growth in net assets being subject to the lowest tier of the management fee of 30bps;

·      the enlargement of the Company's net assets, resulting in the spreading of fixed costs over a larger capital base which should marginally reduce the level of ongoing charges per Ordinary Share; and

·      greater scale, which continues to enhance the profile of the Company and broaden the Shareholder base.

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 Proposals and it is envisaged that Ordinary Shares would be issued over time, subject to market conditions.

General Meeting

The Proposals are subject to Shareholder approval. The GM Notice convening the General Meeting, to be held at 2.00 p.m. on 2 September 2024 at 60 Victoria Embankment, London, EC4Y 0JP, is set out in the Circular. The GM Notice includes the full text of the Resolutions.

Expected Timetable

Posting of Circular and Form of Proxy for the General Meeting	13 August 2024
Latest time and date for receipt of the Form of Proxy for the General Meeting	2.00 p.m. on 29 August 2024
General Meeting	2.00 p.m. on 2 September 2024
Announcement of results of the General Meeting	2 September 2024
Expected date of publication of the Prospectus and commencement of Placing Programme	October 2024

All times are UK times. Each of the times and dates in the above expected timetable (other than in relation to the General Meeting) may be extended or brought forward. Any changes to the expected timetable set out above will be notified to the market by the Company via an RIS announcement.

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

For further information please contact:

JPMorgan Global Growth & Income plc Tristan Hillgarth	Contact via Company Secretary
JPMorgan Funds Limited	[phone]
Simon Crinage Fin Bodman
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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