Reminder of Final Subscription Share Exercise Date

RNS Number : 2984A

JPMorgan Overseas IT PLC

25 September 2015

 

LONDON STOCK EXCHANGE ANNOUNCEMENT

JPMORGAN OVERSEAS INVESTMENT TRUST PLC

25 September 2015 

Reminder of final subscription date in respect of subscription shares

All Subscription Shareholders will have already received or will shortly receive a letter explaining that the final deadline for exercising their right to convert their Subscription Shares into Ordinary Shares in the Company is 30 October 2015. This letter is being sent to Subscription Shareholders in accordance with the conditions of the issue of Subscription Shares and should not be construed as a recommendation to Subscription Shareholders to exercise their Subscription Share Rights. Further details can be found on the Company's website at www.jpmoverseas.co.uk.

If Subscription Shareholders choose to convert their Subscription Shares into Ordinary Shares on/before this date, they will acquire one new Ordinary Share at a fixed price of 986 pence per share for each Subscription Share converted.

Subscription Shareholders are under no obligation to convert their Subscription Shares at any time before they expire on 30 October 2015. The Subscription Shares are independently traded on the London Stock Exchange. If Subscription Shareholders are in any doubt about what to do, they are strongly encouraged to seek independent financial advice.

If Subscription Shareholders choose not to exercise the Subscription Share Rights conferred by their Subscription Shares then, within seven days following the Final Subscription Date (30 October 2015), the Company will appoint a trustee (the 'Final Subscription Trustee') to act on behalf of the Subscription Shareholders (if any) who have not exercised their Subscription Share Rights by the Final Subscription Date.

If, in the opinion of the Final Subscription Trustee, the net proceeds of sale after deduction of all costs and expenses incurred by the trustee (including its fees) will exceed the costs of exercising the Subscription Share Rights, the Final Subscription Trustee will exercise the outstanding Subscription Share Rights within 14 days of the Final Subscription Date and sell the Ordinary Shares resulting from such exercise in the market.

In these circumstances, the Final Subscription Trustee will distribute pro rata the proceeds of any such sale, less such costs of exercising the Subscription Share Rights (including payment of the Subscription Share conversion price) and such other fees, costs and expenses to the persons entitled thereto at the risk of such persons within 56 days of the Final Subscription Date, provided that entitlements per holder of under £5.00 will be retained for the benefit of the Company.

Any Subscription Shareholder that elects to exercise their Subscription Share rights, any Ordinary Shares issued will be entitled to the final dividend declared for the year ending 30 June 2015.

In connection with those Share Subscription rights not exercised, there can be no certainty whether any new Ordinary Shares (issued due to the Final Subscription Trustee's exercise of Subscription Share rights) would be entitled to such a dividend, given the uncertainties around the timing of any exercise of rights by the Final Subscription Trustee.

The Company will request that the standard listing of the Subscription Shares will be suspended from 7.30a.m. on 2 November 2015.

If the Final Subscription Trustee does not exercise the Subscription Share Rights within the period of 14 days following the Final Subscription Date, all Subscription Share Rights will lapse with nil value. In these circumstances, the lapsed Subscription Shares will be redesignated as Deferred Shares and then be repurchased by the Company. Following this, it is expected that the standard listing of the Subscription Shares will be cancelled (and an announcement to this effect will be released by the Company nearer the time). The Company's issued share capital will then comprise only Ordinary Shares.

The Final Subscription Trustee's decision in respect of the above will be final and binding on all holders of outstanding Subscription Shares.

Details of the tax implications of converting Subscription Shares are outlined in the Prospectus dated 5 December 2012, which is available by visiting the Company's website at www.jpmoverseas.co.uk 

Capitalised terms used in this announcement shall, unless the context otherwise requires, bear the meaning given to them in the Prospectus.

For further information, please contact:

Divya Amin                            

For and on behalf of

JPMorgan Funds Limited

020 7740 4000

 

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