JPMorganInc&CapTst

Rollover Election General & Class Meeting Results

RNS Number : 4409F
JPMorgan Income & Capital Trust PLC
20 February 2018
 

 

20 February 2018

 

JPMORGAN INCOME & CAPITAL TRUST PLC

 

Results of Rollover Elections, First General Meeting and Class Meetings

 

Results of Rollover Elections

 

Legal Entity Identifier: 549300VB8OIJVLR6HX75
 

The Board is pleased to announce that JPMorgan Income & Capital Trust plc (the "Company") has received elections that, on the basis of the latest published net asset values of the Ordinary Shares and Zero Dividend Preference Shares, equates to a rollover of in excess of £80 million into the new investment trust, JPMorgan Multi-Asset Trust plc ("MATE"), in connection with the proposed reconstruction, voluntary winding-up and rollover of the Company (the "Scheme").  This does not include amounts subscribed in the intermediaries offer and offer for subscription, which both close on the 26 February 2018, or the institutional placing which closes on the 27 February 2018.

 

Pursuant to the Scheme the Company received the following elections (including deemed elections) in connection with the Proposals:

 

Scheme Option

Elections from Ordinary Shareholders

Elections from ZDP Shareholders

Elections from Unitholders

New MATE Shares

31,421,094

14,393,951

5,737,747

Cash Option

23,649,526

25,475,168

1,005,334

 

Therefore, the Company's Ordinary Shares, including those held in Units (being two Ordinary Shares per Unit), will be reclassified as follows:

·     42,896,588 Ordinary Shares with "A" rights - being Ordinary Shares with the right to receive New MATE Shares; and

·     25,660,194 Ordinary Shares with "C" rights - being Ordinary Shares with the right to receive cash.

 

The Company's ZDP Shares, including those held in Units (being one ZDP Share per Unit), will be reclassified as follows:

·     20,131,698 ZDP Shares with "B" rights - being ZDP Shares with the right to receive New MATE Shares; and

·     26,480,502 ZDP Shares with "D" rights - being ZDP Shares with the right to receive cash.

 

The amendment to the listing of Shares has been requested and dealings in the Reclassified Shares are expected to commence at 8.00 a.m. on Tuesday 27 February 2018, and the listing and dealings in Reclassified Shares is subsequently expected to be suspended at 7.30 a.m. on Wednesday 28 February 2018.

 

 

 

Results of First General Meeting and Ordinary Shareholders Class Meeting and adjournment of ZDP Shareholders Class Meeting

 

The Board is pleased to announce that each of the special resolutions, which were put forward at both the First General Meeting and the Ordinary Shareholder Class Meeting held today in connection with the Scheme, have been passed by Shareholders. The ZDP Shareholder Class Meeting due to be held today has been adjourned in accordance with the Company's articles of association for lack of quorum. As such, the special resolutions passed at the First General Meeting remain conditional upon the passing of the resolution to be proposed at the ZDP Shareholder Class Meeting which has been adjourned until Monday 26 February 2018 at 11.00 a.m. The adjourned meeting will be held at the offices of J.P. Morgan Asset Management, 60 Victoria Embankment London EC4Y 0JP.

 

The proxy votes cast on the resolutions are included at the end of this announcement.

 

The full text of the special resolutions can be found in the Notice of First General Meeting, Notice of Ordinary Shareholders Class Meeting and Notice of ZDP Shareholders Class Meeting (as applicable) contained in the Company's circular to Shareholders dated 24 January 2018 (the "Circular"). The Circular is available for viewing at the National Storage Mechanism which can be located at http://www.morningstar.co.uk/uk/NSM. The Circular is also available in electronic format on the Company's website, www.jpmincomeandcapital.co.uk.

 

A summary of proxy votes received will also shortly be available on the Company's website, www.jpmincomeandcapital.co.uk.

 

 

Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.

 

Enquiries:

 

JPMorgan Funds Limited

Paul Winship, Company Secretary

 

+44 (0)20 7742 4000

Winterflood Investment Trusts

Neil Langford

Chris Mills

+44 (0)20 3100 0000

 

 

Results of the First General Meeting

 

The proxy votes cast on the resolutions put forward at the First General Meeting (together, the "First GM Special Resolutions") are set out below:

 

 

 

 

Resolution number

Votes For

%

Votes Against

%

Votes Total

% ISC

Votes Withheld

1. Reclassify the Ordinary Shares and ZDP Shares and amend the Articles of Association for the purposes of implementing the Scheme

42,167,461

98.86%

484,883

1.14%

42,652,344

37.03%

35.618

2. Authorise the implementation of the Scheme by the Liquidators

42,148,609

98.86%

484,883

1.14%

42,633,492

37.02%

54,470

 

 

 

Results of the Ordinary Shareholders Class Meeting

 

The proxy votes cast on the resolution put forward at the Ordinary Shareholders Class Meeting are set out below:

 

Resolution number

Votes For

%

Votes Against

%

Votes Total

% ISC

Votes Withheld

1.  Sanction and consent to (a) the passing and carrying into effect the First GM Special Resolutions; (b) the implementation of the Scheme; and (c) any variation or abrogation of the rights attached to the Ordinary Shares which will or may result from the implementation of the Scheme.

29,545,348

99.93%

20,633

0.07%

29,565,981

43.13%

10,913

 

 

 

Notes:

The information in this announcement is for background purposes only and does not purport to be full or complete.  No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.  The material set forth herein is for information purposes only


This information is provided by RNS
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