REG - JPMorgan Japan Small JPMorgan Jap Smll - Result of 2nd Gen Meeting and Scheme Entitlements

Frp AdvisoryAnnouncement

24/10/2024 14:30

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RNS Number : 5140J  JPMorgan Japan Small Cap G&I PLC  24 October 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),
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THE EEA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

24 October 2024

JPMorgan Japan Small Cap Growth & Income plc

Legal Entity Identifier: 549300 KP3CRHPQ4RF811

 

Result of Second General Meeting and Scheme Entitlements

 

In connection with the proposals for the combination of JPMorgan Japan Small
Cap Growth & Income plc (the "Company" or "JSGI") with JPMorgan Japanese
Investment Trust plc ("JFJ") by way of a scheme of reconstruction and
voluntary winding up of the Company under section 110 of the Insolvency Act
1986 (the "Scheme"), the Board of the Company is pleased to announce the
result of the Second General Meeting and Shareholders' entitlements under the
Scheme.

Defined terms used in this announcement have the meanings given in the
Company's circular to Shareholders dated 19 September 2024 (the "Circular").

Result of Second General Meeting

The Company announces that the special resolution to place the Company into
members' voluntary liquidation was voted on and approved by Shareholders at
the Second General Meeting held earlier today. Accordingly, Gareth Rutt Morris
and Jonathan Dunn, both of FRP Advisory Trading Limited of Kings Orchard, 1
Queen Street, Bristol BS2 0HQ, have been appointed as joint liquidators of the
Company. Details of the number of votes cast for, against and withheld in
respect of the resolution, which was held on a poll, is set out below and will
also be published on the Company's website
www.jpmjapansmallcapgrowthandincome.co.uk
(http://www.jpmjapansmallcapgrowthandincome.co.uk) .

 Special Resolution                                                            Votes For (including Discretionary)  %      Votes Against  %     Votes Total  Votes Withheld
 To appoint the Liquidators, place the Company into members' voluntary         24,118,512                           99.64  87,689         0.36  24,206,201   18,081
 liquidation in accordance with the Scheme and grant the Liquidators certain
 powers.

A 'vote withheld' is not a vote in law and will not be counted in the
calculation of the proportion of the votes for and against the resolution.

The full text of the special resolution is set out in the Notice of Second
General Meeting contained in the Circular.

The Circular is available for viewing on the Company's website at
www.jpmjapansmallcapgrowthandincome.co.uk
(http://www.jpmjapansmallcapgrowthandincome.co.uk) and at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Suspension and Cancellation of Shares

The Company's Reclassified Shares were suspended from listing on the Official
List of the Financial Conduct Authority and from trading on the London Stock
Exchange at 7.30 a.m. this morning, 24 October 2024, in anticipation of the
Second General Meeting.

The Company, through its advisers, has notified the Financial Conduct
Authority and the London Stock Exchange of the Company's intention to cancel
the Company's admission of the Reclassified Shares to listing and trading at
8:00 a.m. on 25 October 2024.

Results of election

The Board of the Company is pleased to announce the following Elections in
connection with the Scheme:

- Rollover Option: 21,166,023 Shares

- Cash Option: 32,740,626 Shares

The Cash Option, which is limited to 25 per cent. of the Shares in issue, was
therefore oversubscribed.  Accordingly, the Basic Entitlement of all
Shareholders who have validly elected or deemed to have elected for the Cash
Option will be accepted in full and Excess Applications for the Cash Option
will be scaled back into New JFJ Shares on a pro rata basis.

Accordingly, after scaling back Excess Elections, 75 per cent. of the
Company's Shares will roll over into JFJ, with the balance receiving the Cash
Option.

Entitlements under the Scheme

As at the Calculation Date, Shareholders' entitlements under the Scheme
calculated in accordance with the terms of the Scheme were as follows:

JSGI Rollover FAV per Share: 356.946798 pence

JSGI Cash FAV per Share: 342.474527  pence

JFJ FAV per share: 617.638780 pence

Therefore, Shareholders will receive the following cash and/or number of JFJ
Shares.

For Shareholders that elected (or are deemed to have elected) to receive JFJ
Shares:

• each Reclassified Share with "A" rights attached to it will receive
0.577922 JFJ Shares.

Fractional entitlements to JFJ Shares will not be issued under the Scheme and
entitlements will be rounded down to the nearest whole number. No cash payment
will be made or returned in respect of any fractional entitlements, which will
be retained for the benefit of JFJ.

 

For Shareholders that elected for the Cash Option:

• each Reclassified Share with "B" rights attached to it will receive
342.474527 pence in cash.

As noted in the Circular, the Directors have set aside sufficient assets in
the Liquidation Pool to meet all estimated liabilities and contingencies,
including the costs of the winding up of the Company and the costs of
implementing the Scheme. The Directors have also provided in the Liquidation
Pool for a retention of £100,000 which they, together with the joint
Liquidators, consider sufficient to meet any unknown or unascertained
liabilities of the Company.

The Liquidation Pool will be applied by the joint Liquidators in discharging
all current and future, actual and contingent liabilities of the Company and
any balance remaining after discharging such liabilities from the Liquidation
Pool will in due course be distributed to Shareholders on the Register on the
Effective Date pro rata to their respective holdings of JSGI Shares in
accordance with the terms of the Scheme.

In accordance with the Scheme, Shareholders will receive their JFJ Shares; (i)
in relation to holders in CREST, via CREST on 25 October 2024; and (ii) in
relation to certificated shareholders, in certificated form by 8 November
2024.

Following the appointment of the Liquidators, all further enquiries regarding
the Company should be made to the Liquidators, whose contact details are
below.

For further information please contact:

Liquidators

Gareth Morris

Susan Evans

+44(0) 117 203 3700

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