Results of the Scheme and Issue of Scheme Shares

RNS Number : 2042K

JPMorgan Global Growth & Income PLC

19 December 2022

 

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, 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

19 December 2022

JPMorgan Global Growth & Income plc

Proposed combination with JPMorgan Elect plc

Results of the Scheme and Issue of Scheme Shares

Results of the Scheme and Issue of Scheme Shares

The Board of JPMorgan Global Growth & Income plc (the "Company" or "JGGI") is pleased to announce that the Company will acquire substantially all of the net assets from JPMorgan Elect plc ("JPE") in consideration for the issue of 18,566,416 new ordinary shares in the capital of JGGI ("SchemeOrdinary Shares") and 26,422,789 new C shares in the capital of the JGGI ("SchemeC Shares") (Scheme Ordinary Shares and Scheme C Shares together, "Scheme Shares") in connection with the reconstruction and voluntary winding up of JPE pursuant to section 110 of the Insolvency Act 1986 (the "Scheme") following the passing today of the resolution proposed at the Second General Meeting of JPE.

JGGI Ordinary Shares

The number of Scheme Ordinary Shares to be issued to holders of JPE Managed Income Shares was calculated based on a FAV per JGGI Ordinary Share of 434.30 pence (the "JGGI Ordinary Share FAV") and a FAV per JPE Managed Income Share of 99.96 pence, producing a conversation ratio of approximately 0.230158 JGGI Ordinary Shares per JPE Managed Income Share rolling over, each calculated in accordance with the Scheme.

The number of Scheme Ordinary Shares to be issued to holders of JPE Managed Cash Shares was calculated based on the JGGI Ordinary Share FAV and a FAV per JPE Managed Cash Share of 103.24 pence, producing a conversion ratio of approximately 0.237709 JGGI Ordinary Shares per JPE Managed Cash Share rolling over, each calculated in accordance with the Scheme.

As set out in the shareholder circular published by the Company on 21 November 2022 (the "Circular"), fractions of Scheme Ordinary Shares arising as a result of the conversion ratio will not be issued under the Scheme and entitlements to such Scheme Ordinary Shares will be rounded down to the nearest whole number.

JGGI C Shares

The FAV per JPE Managed Growth Share was 978.00 pence, calculated in accordance with the Scheme. Holders of JPE Managed Growth Shares will receive Scheme C Shares on the basis of one Scheme C Share for each JPE Managed Growth Share held on the Record Date.

Admission

Applications have been made for the Scheme Shares to be admitted to the premium segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange (together, "Admission"). It is expected that Admission will take place at 8.00am on 20 December 2022.

Following the issue of the Scheme Shares noted above, the Company's share capital will comprise 320,702,087 Ordinary Shares (excluding treasury shares) and 26,422,789 C Shares, with each Ordinary Share and each C Share entitled to one voting right per Ordinary Share or C Share such that, following Admission, the total voting rights of the Company will be 347,124,876. As at 19 December 2022 there were 343,261 Ordinary Shares held in treasury.

The figure of 347,124,876 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in voting rights, or a change to their interest in the Company, under the Disclosure, Guidance and Transparency Rules.

Overseas Shareholders

As set out in the Circular, Scheme Shares which would otherwise be issued to an Overseas Excluded JPE Shareholder pursuant to the Scheme will instead be allotted to the Liquidators as nominees on behalf of such Overseas Excluded JPE Shareholder who will arrange for such shares to be sold promptly by Winterflood Securities Limited, the Company's broker. The proceeds of such sales will be paid to relevant Overseas Excluded JPE Shareholders entitled to them within ten Business Days of the date of sale.

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

For further information:

JPMorgan Global Growth & Income plc Tristan Hillgarth	Contact via Company Secretary
JPMorgan Funds Limited Simon Crinage Simon Elliott Fin Bodman	020 7742 4000
JPMorgan Funds Limited (Company Secretary) Divya Amin	020 7742 4000
Winterflood Investment Trusts Neil Langford Chris Mills	020 3100 0000

 

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