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JPMorgan Progressive (PMSF)


Tuesday 10 November, 2009

JPMorgan Progressive

Notice of EGM

RNS Number : 3055C
JPMorgan Progressive Multi-Strategy
10 November 2009


("the Company")

Registration No: 46407

Registered Office:


TELEPHONE: + 44 1481 720 321

FACSIMILE: + 44 1481 716 117

EMAIL: [email protected]

IMMEDIATE ANNOUNCEMENT                    

Proposed liquidation of the Company

10 November 2009

On 17 September 2009, the Company announced that it had decided to consider all available options to enable the Company's shareholders to realise their investments, including a voluntary solvent winding up of the Company.

Having considered the options available to the Company, the Company announces that it is today posting a circular convening a meeting of Shareholders to be held at the Company's registered office2nd Floor, Regency Court, Glategny Esplanade, St Peter Port, Guernsey GY1 3NQ at 10.30 a.m. on 11 December 2009 in order to approve the Board's proposals for a voluntary winding up of the Company and the distribution of cash to Shareholders and the cancellation of the Company's admission both to trading on AIM and to the Official List of the Channel Islands Stock Exchange.

Reasons for the Liquidation

The Company was established with a half-yearly redemption facility under which, subject to certain limitations and at the Directors' discretion, Shareholders may request the redemption of all or part of their holdings of shares for cash. On 1 September 2008, the Directors approved the redemption of 3,450,000 Shares at a redemption price of 89.72 pence per share. On 28 February 2009, the Directors approved the redemption of a further 5,402,500 Shares at a price of 69.66 pence and on 1 September 2009 a further 1,352,522 Shares were redeemed at a price of 78.91 pence per Share. Following the redemption on 1 September 2009, there are 14,854,978 Shares in issue, compared with 25,060,000 Shares when the Company was admitted to trading on AIM and to listing and trading on CISX on 15 May 2007. Through redemptions, the Company's capital base has fallen by approximately 40 per cent. As a result of these redemptions, the Directors believe that the Company no longer has sufficient assets to support its cost base and that the returns from the portfolio will be reduced by the costs which in turn will make it less attractive to current and prospective investors.

Accordingly, the Directors have been advised by the Manager that it is unlikely that the Company will be able to raise additional funds and so believe that the Company will not be able to regain critical mass for the foreseeable future.

In proposing that the Company be wound up, the Directors have had regard for the limited trading in the Shares, the decreasing level of interest from investors in the Company as well as the increasing proportion of the Company's value that would be expended on the operating costs of the Company. In addition, the Directors have taken account of the following factors:

-  the desire on the part of some shareholders to realise their investment in cash; and

-  liquidation of the Company would enable Shareholders to dispose of their Shares free of dealing costs.

Liquidation of the Company

As noted above, it is proposed that the investment portfolio will be fully realised and it is therefore proposed that the Company be placed in members' voluntary liquidation in accordance with the provisions of the Law and that the Company's net assets available for distribution on such winding up be distributed to Shareholders.

The Liquidators will set aside sufficient assets in a Liquidation Fund to meet the Company's liabilities including the estimated costs of the Proposals. The Liquidators will also provide in the Liquidation Fund for a Retention, which they consider sufficient to meet any contingent and unknown liabilities of the Company. This Retention is currently expected not to exceed £100,000.

On the basis of the unaudited net asset value of the Company as at 30 October 2009, the assets of the Company available for distribution on liquidation would be approximately £11.6 million (which amount includes provision for the Liquidation Fund), which is equivalent to approximately 78.2 pence per Share in issue although the amount finally distributed may be different from the amounts indicated above due to a variety of factors including the ongoing costs payable during the liquidation and settlement of any currently unknown or contingent liabilities.

Liquidation distribution(s)

The appointment of the Liquidators and the winding up of the Company will take effect immediately upon the passing of the Resolution. The Liquidators intend, immediately following the passing of the Resolution, to serve a redemption notice in order to realise the Company's investment in the PM-S Fund and expect to make an initial capital distribution to Shareholders on the Register at the close of business on 11 December 2009 on or around 19 February 2010. Any unutilised amount within the Liquidation Fund, including the Retention, will potentially be available for future distributions to Shareholders. 

Dealings and Guernsey regulatory notification

Application will be made to AIM and CISX for dealings in the Shares to be suspended on AIM and CISX at 7.00 am on 11 December 2009.

The Register will be closed at the close of business on 11 December 2009 and the Shares will also be disabled in CREST at the close of business on 11 December 2009. Transfers received after the Register has been closed will be returned to the person lodging them.

After the liquidation of the Company and the making of any final distribution, existing certificates in respect of Shares will cease to be of value and any existing credit of Shares in any stock account in CREST will be redundant.


If the Resolution is approved, it is the Company's intention to apply to cancel the admission of the Shares to trading on AIM and on the Official List of the CISX and it is expected that such admissions will be cancelled on 14 December 2009.

The Company is authorised as an Authorised Closed-ended investment scheme by the Guernsey Financial Services Commission (the "Commission") under Section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and the Authorised Closed-Ended Investment Schemes Rules 2008 made thereunder (the "Rules"). Notification of the Proposals has been given to the Commission pursuant to the Rules.


No dividends will be declared or paid if the Resolution is approved.

Costs of the Proposals

The legal, advisory and other costs and expenses in connection with the Proposals (excluding the Retention) are currently estimated to amount to approximately £70,000.

The entitlement of the Directors to fees will cease when the Liquidators are appointed, and no payments for loss of office will be made.

The Company announces that it has appointed Grant Thornton Corporate Finance as its Financial Adviser. The Board also proposes to appoint, conditional upon the consent of Shareholders to its proposals at the EGM,  James Robert Toynton of Grant Thornton Limited, Lefebvre House, Lefebvre Street, St. Peter Port, Guernsey and Gareth Morris of Grant Thornton UK LLP, 30 Finsbury Square, London EC2P 2YU  as joint liquidators for the purpose of the proposed liquidation. 

Copies of the circular to Shareholders will be available at the Company's registered office, 2nd Floor, Regency Court, Glategny Esplanade, St Peter Port, Guernsey GY1 3NQ and on its website,

Terms used in this announcement have the same meaning as in the circular to Shareholders.


JPMorgan Asset Management (UK) Limited 
Richard Plaskett or Alison Vincent - 020 7742 6000

Grant Thornton Corporate Finance
Philip Secrett or Colin Aaronson - 020 7383 5100

Shore Capital 
Dru Danford - 020 7408 4090

This information is provided by RNS
The company news service from the London Stock Exchange

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