Publication of circular

JPMorgan Global Growth & Income PLC

23 February 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM, 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, IN ANY MEMBER STATE OF THE EEA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

Legal Entity Identifier: 5493007C3I0O5PJKR078

23 February 2024

JPMorgan Global Growth & Income plc

Proposed combination with JPMorgan Multi-Asset Growth & Income plc

Publication of Circular

The Board announced on 24 January 2024 that it had agreed heads of terms with the board of JPMorgan Multi-Asset Growth & Income plc ("MATE") (the "Transaction") in respect of a proposed rollover of assets from MATE to JGGI to be implemented through a scheme of reconstruction of MATE pursuant to section 110 of the Insolvency Act 1986 (the "Scheme"). The proposals set out in this paragraph are collectively referred to as the "Proposals".

The Board announces that the Company has today published a circular to provide the Company's shareholders (the "JGGI Shareholders") with further details of the Proposals and to convene a general meeting of the Company (the "General Meeting") to seek approval from JGGI Shareholders for the implementation of the Proposals (the "Circular").

The Transaction provides additional scale to the Company building on recent similar transactions and ongoing issuance, all of which contributes to cost savings for Shareholders as the Company benefits from a tiered management fee structure and the fixed costs being spread over a larger asset base.

On the basis of valuations as at 21 February 2024, following implementation of the Scheme the weighted average management fee payable on NAV is expected to be 0.41 per cent. per annum and the ongoing charges ratio is expected to be below 0.5 per cent. per annum.

The Manager's Contribution, which covers the JGGI Implementation Costs, ensures that the Transaction can be completed on a cost-effective basis for Shareholders.

The Circular will shortly be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at http://www.jpmglobalgrowthandincome.co.uk.

Details of the Proposals

The rollover of assets from MATE, if approved by the shareholders of each of the Company and MATE, will be implemented through a scheme of reconstruction under section 110 of the Insolvency Act, resulting in the voluntary liquidation of MATE and the transfer of its assets to the Company in exchange for the issue of new Shares ("Scheme Shares") to Eligible MATE Shareholders and to the Liquidators of MATE for sale in the market for the benefit of Excluded MATE Shareholders.

Subject to the passing of the MATE Resolutions, and the satisfaction of the other conditions of the Issue, the Scheme will take effect on 26 March 2024 ("Effective Date").

Under the Scheme, MATE will be put into member's voluntary liquidation and its assets split into the following two pools:

(i)         the pool of cash, undertaking and other assets to be retained by the Liquidators to meet all known and unknown liabilities of MATE and other contingencies; and

(ii)          the pool of cash, undertaking and other assets to be established under the Scheme and to be transferred to the Company pursuant to the Transfer Agreement in consideration for the issuance of the Scheme Shares to Eligible MATE Shareholders and to the Liquidators for sale in the market for the benefit of Excluded MATE Shareholders (the "Rollover Pool").

JPMorgan Funds Limited has agreed to make a contribution (the "Manager's Contribution") to the costs of the Transaction, to take effect as a waiver of its management fee, equal to the aggregate of the transaction costs incurred by each of JGGI and MATE in connection with the Proposals. Any costs of the realignment/realisation of the MATE portfolio will be borne by MATE. Any costs associated with the transfer of the MATE portfolio to JGGI and any admission fees in connection with the issue of the Scheme Shares shall be borne by the enlarged JGGI.

The Scheme Shares that are issued to MATE Shareholders will be issued on a Formula Asset Value ("FAV") for FAV basis.  The JGGI FAV and the MATE FAV will be calculated using the respective net asset values of each company on an agreed calculation date.

In order to calculate the FAV of the Company, its Net Asset Value (cum income, debt at fair value as applicable, in accordance with its normal accounting policies) as at the Calculation Date is adjusted: (i) to deduct any direct costs of the Proposals to be incurred by the Company (to the extent not already reflected in the NAV), (ii) to deduct any dividends announced or declared by the Company but not paid prior to the Effective Date by the Company to JGGI Shareholders (to the extent not already reflected in the NAV), and (iii) to reflect the benefit of the Manager's Contribution.

The FAV of MATE is calculated by adjusting the Net Asset Value of the Rollover Pool, calculated as at the Calculation Date in accordance with MATE's normal accounting policies, on a cum income basis, to reflect the benefit of the Manager's Contribution.

For the avoidance of doubt, as a result of the above adjustments, the JGGI Implementation Costs and the MATE Implementation Costs shall not be borne by JGGI Shareholders and MATE Shareholders, respectively, under the Scheme and the aggregate of the JGGI Implementation Costs and the MATE Implementation Costs will ultimately be borne by the Manager in full pursuant to the Manager's Contribution.

Admission and Dealings

Applications will be made by the Company to the FCA for the Scheme Shares to be admitted to the premium listing category of the Official List and to the London Stock Exchange for the Scheme Shares to be admitted to trading on the premium segment of the Main Market. If the Proposals become effective, it is expected that the Scheme Shares will be admitted to the Official List and the first day of dealings in such shares on the Main Market will be 27 March 2024.

General Meeting

The Proposals are subject to JGGI Shareholder approval. The GM Notice convening the General Meeting, to be held at 4.00 p.m. on 11 March 2024 at 60 Victoria Embankment, London, EC4Y 0JP, is set out on page 21 of the Circular. The GM Notice includes the full text of the Resolutions.

Expected Timetable

GENERAL MEETING
Posting of Circular and Form of Proxy for the General Meeting	23 February 2024
Latest time and date for receipt of the Form of Proxy for the General Meeting	4.00 p.m. on 7 March 2024
General Meeting	4.00 p.m. on 11 March 2024
Announcement of results of the General Meeting	11 March 2024

SCHEME

Publication of this Circular	23 February 2024
First MATE General Meeting	11.00 a.m. on 18 March 2024
Calculation Date for the Scheme	market close on 21 March 2024
Record Date for entitlements under the Scheme	6.00 p.m. on 22 March 2024
MATE Shares disabled in CREST	6.00 p.m. on 22 March 2024
Suspension of trading in MATE Shares	7.30 a.m. on 25 March 2024
Suspension of listing of MATE Shares and MATE's register closes	7.30 a.m. on 26 March 2024
Second MATE General Meeting	11.00 a.m. on 26 March 2024
Effective Date for implementation of the Scheme	26 March 2024
Announcement of results of Scheme and respective FAVs per share	26 March 2024
Admission and dealings in Scheme Shares commence	at, or soon after, 8.00 a.m. on 27 March 2024
CREST accounts credited to MATE Shareholders in respect of Scheme Shares in uncertificated form	at, or soon after, 8.00 a.m. on 27 March 2024
Certificates despatched by post in respect of Scheme Shares	not later than 10 Business Days from the Effective Date

All times are UK times. Each of the times and dates in the above expected timetable (other than in relation to the General Meetings) may be extended or brought forward. Any changes to the expected timetable set out above will be notified to the market by the Company via an RIS announcement

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular.

 For further information, please contact:

JPMorgan Global Growth & Income plc Tristan Hillgarth	Contact via Company Secretary
JPMorgan Funds Limited Simon Crinage Fin Bodman	[phone]
JPMorgan Funds Limited (Company Secretary) Divya Amin	[phone]
Winterflood Securities Limited Neil Langford Haris Khawaja	[phone]

 

END