Result of EGM

RNS Number : 6417Z

JPMorgan Japan Smaller Co Tst PLC

12 December 2014

 

LONDON STOCK EXCHANGE ANNOUNCEMENT

JPMORGAN JAPAN SMALLER COMPANIES TRUST PLC

("THE COMPANY")

RESULTS OF GENERAL MEETING

Following the General Meeting of the Company, which was held on Friday 12^th December 2014, the Board is pleased to announce that the following special resolution (the Resolution) put to shareholders was passed. 

THAT subject to the UK Listing Authority agreeing to admit to the standard segment of the Official List the subscription shares of 0.1 pence each in the capital of the Company (the Subscription Shares) to be issued pursuant to the bonus issue described in the prospectus (the Prospectus) issued by the Company dated 14^th November 2014 (the Bonus Issue) and London Stock Exchange plc agreeing to admit such Subscription Shares to trading on its main market for listed securities:

(A)    the articles of association produced to the Meeting and signed by the Chairman of the Meeting for the purposes of identification be adopted as the articles of association of the Company in substitution for the existing articles of association of the Company;

(B)     in addition to any existing authority under section 551 of the Companies Act 2006 (the Act) granted to the directors of the Company (the Directors) at any annual general meeting held before the passing of this resolution, for the purposes of section 551 of the Act (and so that expressions used in this resolution shall bear the same meanings as in the said section 551) the Directors be and are hereby generally and unconditionally authorised to exercise all powers of the Company to allot Subscription Shares pursuant to the Bonus Issue and ordinary shares in the capital of the Company (Ordinary Shares) pursuant to the exercise of the rights attaching to the Subscription Shares to subscribe for such shares (the Subscription Share Rights) as described in the articles of association to be adopted pursuant to sub-paragraph (A) of this resolution, up to a maximum aggregate nominal amount of £934,841.76 provided that such authority shall expire at the conclusion of the Company's annual general meeting to be held in 2015, save that the Company may prior to the expiry of such period make any offer or agreement which would or might require such Subscription Shares and/or Ordinary Shares to be allotted after such expiry and the Directors may allot such Subscription Shares and/or Ordinary Shares in pursuance of any such offer or agreement as if the authority conferred hereby had not expired;

(C)     in addition to any existing power and authority granted to the Directors under sections 570 to 573 of the Act at any annual general meeting held before the passing of this resolution, the Directors be and are hereby empowered pursuant to section 571 of the Act to allot equity securities (within the meaning of section 560(1) of the Act) as if section 561(1) of the Act did not apply to any allotment which is the subject of the authority conferred by sub-paragraph (B) of this resolution, such power to expire at the end of the period of five years from the date of the passing of this resolution (save that the Company may before such expiry make any offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to any such offer or agreement as if the power had not expired);

(D)    the Directors be and are hereby empowered to capitalise any part of the amount then standing to the credit of any of the capital redemption reserve, the other reserve or any reserve (other than the profit and loss account) otherwise available for the purpose of paying up in full at par up to 9,255,859 Subscription Shares to be issued pursuant to the Bonus Issue, such shares to be allotted and distributed credited as fully paid up to and among holders of Ordinary Shares in the proportion of one new Subscription Share for every 5 Ordinary Shares held (fractions of a Subscription Share being ignored) and, to the extent necessary, paying up in full any Ordinary Shares to be allotted in accordance with the provisions of the articles of association of the Company as adopted by sub-paragraph (A) of this resolution relating to the exercise of rights attaching to the Subscription Shares and any additional Subscription Shares required to be issued to holders of Subscription Shares in accordance with the rights attaching to the Subscription Shares;

(E)    any consolidation, sub-division or redemption of share capital required in the opinion of the Directors to give effect to the rights of the holders of Subscription Shares (including the exercise of the Subscription Share Rights) be hereby approved;

(F)     in addition to any existing authority under section 701 of the Act, the Company be generally and, subject as hereinafter appears, unconditionally authorised in accordance with section 701 of the Act to make market purchases (within the meaning of section 693 of the Act) of its issued Subscription Shares, provided that:

(i)    the maximum number of Subscription Shares hereby authorised to be purchased shall be 1,387,453 or if less, that number of Subscription Shares which is equal to 14.99 per cent. of the Company's issued Subscription Share capital immediately following Admission (as defined in the Prospectus);

(ii)   the minimum price which may be paid for a Subscription Share is 0.1 pence;

(iii)  the maximum price which may be paid for a Subscription Share will not exceed the higher of (i) 5 per cent. above the average of the middle market quotations (as derived from the Official List) for the 5 consecutive dealing days ending on the dealing day immediately preceding the date on which the purchase is made and (ii) the higher of the price quoted for (a) the last independent trade of, or (b) the highest current independent bid for, any number of Subscription Shares on the trading venue where the purchase is carried out;

(iv)  the authority hereby conferred shall expire on 11 June 2016 unless the authority is renewed at the Company's annual general meeting to be held in 2015 or at any other general meeting prior to such time; and

(v)   the Company may make a contract to purchase Subscription Shares under the authority hereby conferred prior to the expiry of such authority and may make a purchase of Subscription Shares pursuant to any such contract notwithstanding such expiry.

The full text of the Resolution can also be found in the Notice of General Meeting contained in the Prospectus dated 14^th November 2014 which is available for viewing at the National Storage Mechanism which can be located at www.morningstar.co.uk/uk/NSM and from the Company's website, www.jpmjapansmallercompanies.co.uk 

Proxy votes in favour of the Resolution were 99.93 per cent. of the votes cast at the General Meeting. A summary of proxy votes received will shortly be available on the Company's website, www.jpmjapansmallercompanies.co.uk.

A copy of the Resolution and the New Articles has been submitted to the National Storage Mechanism and will shortly be made available for inspection at www.morningstar.co.uk/uk/NSM.

Capitalised terms used in this announcement shall have the meaning ascribed to them in the Prospectus.

12^th December 2014

For further information, please contact:

Rebecca Burtonwood

For and on behalf of

JPMorgan Funds Limited

Secretary

020 7742 4000

 

END

 

 

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