Publication of Prospectus

RNS Number : 0111D

JPMorgan Smaller Cos IT PLC

23 January 2015

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION 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, ANY MEMBER STATE OF THE EEA (OTHER THAN THE UNITED KINGDOM) OR ANY OTHER JURISDICTION IN WHICH THE SAME COULD BE UNLAWFUL OR TO U.S. PERSONS.    

JPMorgan Smaller Companies Investment Trust plc

Publication of Prospectus in respect of proposed Bonus Issue of Subscription Shares

23 January 2015

Further to the Final Results announcement made by the Board of JPMorgan Smaller Companies Investment Trust plc (the "Company") on 21 October 2014 in which it was stated that the Company was considering a bonus issue of subscription shares to the Company's existing shareholders, the Company has today published a prospectus (the "Prospectus") setting out details of the proposed Bonus Issue and convening a General Meeting to consider a resolution to give effect thereto.

Implementation of the Bonus Issue requires certain amendments to the Company's articles of association to provide for the rights of the Subscription Shares and to obtain authority to allot the Subscription Shares. The Bonus Issue is conditional on the passing of the special resolution to be proposed at the General Meeting of the Company to be held on 23 February 2015, as well as on the admission of the Subscription Shares to the standard segment of the Official List and to trading on London Stock Exchange plc's main market for listed securities.

The Bonus Issue

The Company is proposing to issue Subscription Shares to Qualifying Shareholders on the basis of one Subscription Share for every five Existing Ordinary Shares held on the Record Date, subject to the passing of the Resolution set out in the Notice of General Meeting. The Subscription Shares will be issued by way of a bonus issue to Qualifying Shareholders. Qualifying Shareholders' entitlements will be assessed against the register of members on the Record Date, which is expected to be 5.00 p.m. on 23 February 2015.

Each Subscription Share will confer the right (but not the obligation) to subscribe for one Ordinary Share on exercise of the rights under the Subscription Shares (the Subscription Share Rights) and on payment of the Subscription Price. The Subscription Price will be equal to the average of the unaudited published NAV per Ordinary Share as at the close of business on the five dealing days ending on 23 February 2015 rounded up to the nearest whole pence. It is expected that an announcement setting out the Subscription Price will be made on 24 February 2015.

The Subscription Price reflects the Board's confidence in the Company's medium to long-term prospects and its hope that Qualifying Shareholders will be able to exercise their Subscription Share Rights and acquire Ordinary Shares on favourable terms in the future.

Notice of the exercise of the Subscription Share Rights may be given on the last Business Day of each month commencing in March 2015 and finishing on the last Business Day in June 2017, after which the Subscription Share Rights will lapse. The Ordinary Shares arising on exercise of the Subscription Share Rights will be allotted within ten Business Days of the first Business Day of the calendar month following the month of the relevant Subscription Date.

Subscription Shares will rank equally with each other and will not carry the right to receive any dividends from the Company or to attend and/or vote at general meetings of the Company (although the holders of the Subscription Shares have the right to vote in certain circumstances where there is a variation of the rights attached to the Subscription Shares).

Fractions of Subscription Shares will not be allotted or issued and entitlements will be rounded down to the nearest whole number of Subscription Shares.

Benefits of the Bonus Issue

The Directors believe the Bonus Issue will have the following advantages:

•      Qualifying Shareholders will receive securities which they may convert into Ordinary Shares at a predetermined price in order to benefit from any future growth in the Company;

•      Qualifying Shareholders will receive securities which may be traded in a similar fashion to their existing Ordinary Shares;

•      Qualifying Shareholders will receive securities which are qualifying investments for the purposes of a stocks and shares ISA and permitted investments for the purposes of a SIPP;

•      the ongoing charges per Ordinary Share may fall on the exercise of the Subscription Share Rights as the capital base of the Company will increase and the Company's fixed costs will be spread across a larger number of Ordinary Shares; and

•      liquidity in the market for the Company's Ordinary Shares may improve on exercise of the Subscription Share Rights as the number of Ordinary Shares in issue will increase.

Admission and Dealings

Applications will be made to the UK Listing Authority for the Subscription Shares to be admitted to the standard segment of the Official List and to the London Stock Exchange for such Shares to be admitted to trading on its main market. It is expected that Admission will occur, and that dealings will commence, in respect of the Subscription Shares on 25 February 2015.

The Ordinary Shares resulting from the exercise of the Subscription Share Rights will rank pari passu with the Ordinary Shares then in issue (save for any dividends or other distributions declared, made or paid on the Ordinary Shares by reference to a record date prior to the allotment of the Ordinary Shares arising on the exercise of the Subscription Share Rights).

The ISIN of the Subscription Shares will be GB00BV7L8Z35 and the ticker will be JMIS.

Restricted Shareholders

The issue of the Subscription Shares to persons who have a registered or mailing address in Restricted Territories may be affected by the law or regulatory requirements of the relevant jurisdiction.

The Subscription Shares to be issued under the Bonus Issue are not being issued to Restricted Shareholders. The Board will allot any Subscription Shares due under the Bonus Issue to Restricted Shareholders to a market maker who will sell such Subscription Shares promptly at the best price obtainable. The proceeds of sale will be paid to the Restricted Shareholders entitled to them save that entitlements of less than £5.00 per Restricted Shareholder will be retained by the Company for its own account.

Restricted Shareholders who believe that they are entitled to take up Subscription Shares under the Bonus Issue should contact the Secretary as soon as possible to discuss the matter. The telephone number for the Secretary is [phone].

General Meeting

The Bonus Issue is conditional on, amongst other things, the approval by Shareholders of the Resolution to be proposed at a General Meeting of the Company which has been convened for 3.00 p.m. on 23 February 2015 at J.P. Morgan's offices at 60 Victoria Embankment, London EC4Y 0JP.

Expected Timetable

Latest time and date for receipt of Voting Instruction Forms from Plan Participants	3.00 p.m. on 16 February 2015
Latest time and date for receipt of Forms of Proxy	3.00 p.m. on 19 February 2015
General Meeting to approve Bonus Issue	3.00 p.m. on 23 February 2015
Subscription Price calculated	Close of business on 23 February 2015
Record Date for the Bonus Issue	5.00 p.m. on 23 February 2015
Announcement of the Subscription Price	24 February 2015
Admission of the Subscription Shares to the standard segment of the Official List and dealings in the Subscription Shares commence	25 February 2015
Crediting of CREST stock accounts in respect of the Subscription Shares	25 February 2015
Share certificates despatched in respect of the Subscription Shares	the week commencing 2 March 2015
First date on which Subscription Share Rights can be exercised	31 March 2015
Final date on which Subscription Share Rights can be exercised	30 June 2017

Publication of the Prospectus

The Prospectus has been approved by the UK Listing Authority. A copy of the Prospectus will be available for inspection at the National Storage Mechanism which is located at www.morningstar.co.uk/uk/NSM. Copies are also available for collection, free of charge during normal business hours from the registered office of the Company up to and including the date of Admission. The Prospectus will also shortly be available to view on the Company's website at www.jpmsmallercompanies.co.uk

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

Enquiries:  

JPMorgan Funds Limited

James Saunders Watson / Christopher Legg / Divya Amin (020 7742 4000)

Winterflood Investment Trusts

Neil Morgan (0203 100 0000)

 

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