Information  X 
Enter a valid email address

JPMorganInc&CapTst (JPI)

  Print          Annual reports

Thursday 25 January, 2018

JPMorganInc&CapTst

Scheme of Reconstruction

RNS Number : 8615C
JPMorgan Income & Capital Trust PLC
25 January 2018
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA

 

25 January 2018

JPMORGAN INCOME & CAPITAL TRUST PLC

 

Scheme of Reconstruction - Publication of Circular

 

Legal Entity Identifier: 549300VB8OIJVLR6HX75

On 17 October 2017, JPMorgan Income & Capital Trust plc (the "Company") announced, in its interim results, that it was considering offering shareholders a rollover option into a new multi-asset investment trust as an alternative to liquidating their shares for cash to coincide with the end of the Company's fixed life on 28 February 2018. Following consultation with Shareholders, the Board is pleased to announce that it is putting forward proposals to offer Shareholders the choice of: (i) a tax and cost efficient rollover into JPMorgan Multi-Asset Trust plc ("MATE"); and/or (ii) cash (the "Proposals").

MATE has a long term objective to deliver a total return of 6% p.a., including a 4% p.a. initial target distribution (paid quarterly) and will seek to maintain lower levels of volatility than a traditional equity portfolio. MATE will provide investors with access to the JPMorgan Multi-Asset platform, including alternative funds which were previously inaccessible to retail investors. MATE published a prospectus on 24 January 2018 in connection with the issuance of shares pursuant to the rollover, together with an initial placing, offer for subscription and intermediaries offer for a target issue of £150 million.

A circular in connection with the Proposals and containing notices of the General Meetings and Class Meetings (the "Circular") has been published and will today be sent to Shareholders. The Proposals are subject to the approval of both the Company's Shareholders.

The Circular is available on the Company's website atwww.jpmincomeandcapital.co.uk and on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

 

The Proposals

The Proposals envisage a reconstruction of the Company by means of a members' voluntary liquidation pursuant to a scheme of reconstruction under section 110 of the Insolvency Act.

Under the Scheme, each ZDP Shareholder (other than any Restricted Shareholder) may elect to receive their final capital entitlement payment of 192.132627 pence per ZDP Share in:

·     New MATE Shares; and/or

·     Cash

Under the Scheme, each Ordinary Shareholder (other than any Restricted Shareholder) may elect to receive their entitlements on a winding up in:

·     New MATE Shares; and/or

·     Cash

Unitholders will be able to elect to receive the entitlements set out above in relation to their holdings of ZDP Shares and Ordinary Shares which make up their aggregate holding of Units.

The New MATE Shares will each be issued at 100 pence per MATE Share.

 

Benefits of the Proposals

Benefits for all Shareholders and Unitholders

The Directors consider that the Proposals provide Shareholders with a greater choice than if the Company were simply to be wound up, since the Proposals enable Shareholders to: (i) continue their investment exposure through a rollover into New MATE Shares; (ii) receive cash; or (iii) receive a combination of cash and New MATE Shares.

Benefits for Shareholders who choose to rollover into New MATE Shares

The Directors consider that the Proposals should have the following additional benefits for Shareholders (including Unitholders) who choose to rollover their investment in the Company into New MATE Shares.

·     The opportunity to invest in an investment trust with a primary focus of providing regular dividend income, combined with the potential for long term capital growth.

·     Access to a diversified multi-asset portfolio managed by a leading global multi-asset manager.

·     A target annual yield of 4.0 per cent. in respect of the first financial period on the Initial Issue Price with a progressive distribution policy.

·     They will enable Shareholders to retain market exposure through another investment trust whose portfolio is also managed by JPMorgan and to continue to receive investment returns without triggering an immediate liability to capital gains tax.

·     They will enable Shareholders to avoid dealing and other costs, including stamp duty, associated with a share purchase in the secondary market.

 

JPMorgan Multi-Asset Trust plc

MATE will be an investment trust company whose shares will be admitted to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange. MATE has an objective of income generation and capital growth, while seeking to maintain lower levels of portfolio volatility than traditional equity portfolios, with the aim of paying MATE Shareholders a quarterly dividend.

MATE will pursue a multi-asset strategy. MATE will have no set maximum or minimum exposures to any asset class, geography and sector of investments and will seek to achieve an appropriate spread of risk by investing in a diversified global portfolio of securities and other assets. This flexibility allows the Company to take advantage of the best opportunities to generate income and growth.

 

Dividends

The Company has declared a fourth interim dividend of 2.0 pence per Ordinary Share on 16 January 2018 which will be paid on 23 February 2018 to Ordinary Shareholders on the Register at close of business on 26 January 2018 prior to the Wind up Date.

In light of the timing of the fourth interim dividend payment, relative to the expected Scheme timetable, no dividend reinvestment will be made available to Shareholders.

Any revenues reserves not distributed to Ordinary Shareholders by way of dividends as at 28 February 2018 will, subject to approval of the Proposals by Shareholders, be allocated to the Ordinary Rollover Pool or the Ordinary Cash Pool on the basis of the Elections made by Ordinary Shareholders.

 

Shareholder meetings

The Proposals are conditional on the approval of Shareholders which is being sought at the General Meetings and the Class Meetings.

At the First General Meeting, to be held at 12.30 p.m. on 20 February 2018, special resolutions will be proposed which, if passed, will reclassify the Ordinary Shares and the ZDP Shares (whether held separately or in the form of Units), authorise the implementation of the Scheme by the Liquidators and amend the Articles of Association of the Company for the purposes of implementing the Scheme. The resolutions to be proposed at the First General Meeting are conditional of the passing of the resolutions at the Class Meetings.

At the Ordinary Shareholder Class Meeting, to be held at 12.35 p.m. on 20 February 2018, a special resolution will be proposed to sanction the implementation of the Scheme and any variation of Ordinary Shareholder's rights under the Scheme.

At the ZDP Shareholder Class Meeting, to be held at 12.40 p.m. on 20 February 2018, a special resolution will be proposed to sanction the implementation of the Scheme and any variation of ZDP Shareholder's rights under the Scheme.

At the Second General Meeting, to be held at 11.30 a.m. on 28 February 2018, a special resolution will be proposed to approve the appointment of the Liquidators and the liquidation of the Company (the ''Winding up Resolution''). In accordance with the Articles, there shall be weighted voting rights on the Winding up Resolution such that the aggregate number of votes cast in favour of the Winding up Resolution is four times the aggregate number of votes cast against the Winding up Resolution and the vote of those Shareholders entitled to vote shall be taken on a poll. The effect of these weighted voting rights is to ensure that the Winding up Resolution will be passed in these circumstances provided that at least one Shareholder votes in favour.

Each of the above meetings will be held at 60 Victoria Embankment, London EC4Y 0JP.

If the Scheme is not approved at the First General Meeting or if the Scheme does not become unconditional, the Winding up Resolution will, in any event, be put to Shareholders at the Second General Meeting.

 

Recommendation

The Board, which has received financial advice from Winterflood, considers the Proposals set out in the Circular to be in the best interests of the Company and Shareholders as a whole. In advising the Board, Winterflood has taken into account the Board's commercial assessment of the Proposals.

Accordingly, the Board unanimously recommends that Shareholders, including Unitholders, vote in favour of all of the Resolutions to be proposed at the General Meetings and the Class Meetings as the Directors intend to do so in respect of their own beneficial holdings amounting, in aggregate, to 215,199 Ordinary Shares (representing 0.31 per cent. of the Ordinary Shares in issue in the Company) and 47,268 ZDP Shares (representing 0.10 per cent. of the ZDP Shares in issue in the Company). The Directors have each confirmed their intention to elect for the Rollover Option in respect of the Shares held by them.

The choice between the Rollover Option and the Cash Option is a matter for each Shareholder or Unitholder to decide and will be influenced by such Shareholder or Unitholder's financial or tax circumstances and their investment objectives. Shareholders or Unitholders who are in any doubt as to the contents of the Circular or as to the action they should take should consult an appropriately qualified and duly authorised independent financial adviser without delay.

 

Expected timetable

 


2018

 

Latest time for receipt of Plan Forms of Instruction from Plan Participants

6.00 p.m. on 9 February


Latest time for receipt of Plan Voting Forms of Direction from Plan Participants who hold Shares or Units for use at the First General Meeting and the Class Meetings

12.30 p.m. on 13 February


Time from which it is advised that dealings in Shares and Units will be for cash settlement only and immediate delivery of documents of title

6.00 p.m. on 14 February


Latest time for receipt of Forms of Proxy from Shareholders (including Unitholders) for use at the First General Meeting

12.30 p.m. on  16 February


Latest time for receipt of Forms of Proxy from Shareholders (including Unitholders) for use at the Ordinary Shareholder Class Meeting

12.35 p.m. on  16 February


Latest time for receipt of Forms of Proxy from Shareholders (including Unitholders) for use at the ZDP Shareholder Class Meeting

12.40 p.m. on  16 February


Closing of the Company's register of members and Record Date for participation in the Proposals

6.00 p.m. on 16 February


Latest time for receipt of Forms of Election and TTE Instructions from Shareholders (including Unitholders)

6.00 p.m. on 16 February


Shares disabled in CREST

6.00 p.m. on 16 February


First General Meeting

12.30 p.m. on 20 February


Ordinary Shareholder Class Meeting

12.35 p.m. on 20 February


ZDP Shareholder Class Meeting

12.40 p.m. on 20 February


Latest time for receipt of Plan Voting Forms of Direction from Plan Participants who hold Shares or Units for use at the Second General Meeting

11.30 a.m. on 21 February


Payment of fourth interim dividend

23 February


Latest time for receipt of Forms of Proxy from Shareholders (including Unitholders) for use at the Second General Meeting

11.30 a.m. on 26 February


Calculation Date

5.00 p.m. on 26 February


Opening of the Company's register of members and commencement of dealings in respect of the Reclassified Shares               

8.00 a.m. on 27 February


Dealings in Reclassified Shares suspended

7.30 a.m. on 28 February


Second General Meeting

11.30 a.m. on 28 February


Scheme Effective Date and Transfer Date

1 March


Admission of New MATE Shares and dealings in New MATE Shares commence

8.00 a.m. 2 March


CREST accounts credited with New MATE Shares

8.00 a.m. 2 March


Cheques expected to be despatched in respect of the Cash Option and CREST payments made to Shareholders

on or as soon as practicable after 5 March


Cheques expected to be despatched in respect of Plan Participants electing for the Cash Option

on or as soon as practicable after 5 March


Share certificates for New MATE Shares issued under the Scheme expected to be despatched

week commencing 5 March


Cancellation of the Reclassified Shares

as soon as practicable after the Scheme Effective Date


 

This announcement does not contain all the information which is contained in the Circular.  Shareholders and Unitholders should read the Circular and the JPMorgan Multi-Asset Trust plc prospectus published on 24 January 2018 to make informed elections under the Proposals.

Terms used and not defined in this announcement have the meanings given in the Circular unless the context otherwise requires.

For further information, please contact:

JPMorgan Funds Limited

Paul Winship, Company Secretary

 

+44 (0)20 7742 4000

Winterflood Investment Trusts

Joe Winkley

Neil Langford

 

+44 (0)20 3100 0000

 

 


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

a d v e r t i s e m e n t