REG - JPMorgan Mid Cap - Result of Second General Meeting and Entitlements

InvestecAnnouncement

27/02/2024 14:00

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RNS Number : 6502E  JPMorgan Mid Cap Invest Trust PLC  27 February 2024

27 February 2024

 

 

JPMorgan Mid Cap Investment Trust plc

 

Legal Entity Identifier: 549300QED7IGEP4UFN49

 

 

Result of Second General Meeting and Entitlements under the Scheme

 

In connection with the proposals for a combination of JPMorgan Mid Cap
Investment Trust plc (the "Company" or "JMF") with JPMorgan UK Smaller
Companies Investment Trust plc (to be renamed JPMorgan UK Small Cap Growth
& Income plc) ("JMI") by way of a scheme of reconstruction 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.

 

Result of Second General Meeting

The Company announces that the special resolution to wind up the Company and
place the Company into members' voluntary liquidation was voted on and
approved by the Company's shareholders at the Second General Meeting held
earlier today.

 

 Second General Meeting Special Resolutions                                   Votes For (including Discretionary)  %      Votes Against  %     Votes Total  Votes Withheld
 THAT subject to certain conditions, the Company be wound-up voluntarily and  4,896,911                            99.33  32,903         0.67  4,929,814    23,611
 the joint liquidators appointed

 

The listing of the Company's Reclassified Shares was suspended at 7.30 a.m. on
27 February 2024. The Company, through its advisers, has notified the London
Stock Exchange of the Company's intention to cancel the Company's admission of
the Reclassified Shares to trading at 8:00 a.m. on 29 February 2024.

 

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:

 

·    JMF FAV per Share: 1,048.748039 pence

·    Cash Pool NAV per Share (net of costs of realising the assets
allocated to the Cash Pool): 1,020.240800 pence

·    JMI FAV per Share: 322.690000 pence

 

Therefore, Shareholders will receive the following cash and/or number of JMI
Shares:

 

For Shareholders that elected for the Cash Option:

-      Each Share with B rights attached to it will receive 1,020.240800
pence in cash.

 

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

-      Each Share with A rights attached to it will roll over into
3.250017 JMI Shares.

 

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 £150,000 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 Shares in accordance
with the terms of the Scheme.

 

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

 

All further queries regarding the Rollover Option should be made to JPMorgan
Funds Limited, whose contact details are below.

 

In accordance with the Circular, Shareholders who elected, or were deemed to
have elected, for the Rollover Option will receive their New JMI Shares; (i)
in relation to holders in CREST, via CREST on 28 February 2024; and (ii) in
relation to certificated shareholders, in certificated form on 12 March 2024
(or as soon as practicable thereafter). Shareholders who elected, or were
deemed to have elected, for the Cash Option will receive their entitlements on
12 March 2024 (or as soon as practicable thereafter) via CREST and/or cheque.

 

The full text of the special resolution of the Second General Meeting is set
out in the Notice of Second General Meeting contained in the Company's
circular to Shareholders dated 23 January 2024 (the "Circular").

 

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

 

Unless otherwise defined, all capitalised terms used but not defined in this
announcement shall have the meaning as given to them in the Circular.

 

 

 

For further information please contact:

 

 Liquidators                                                                                                                                                   +44(0) 117 203 3700

 Gareth Morris

 Susan Evans

 JPMorgan Mid Cap Investment Trust plc                                                                                                                         Contact via Company Secretary

 John Evans

 JPMorgan Funds Limited                                                                                                                                        +44 (0) 20 7742 4000

 Simon Crinage

 Fin Bodman

 JPMorgan Funds Limited (Company Secretary)                                                                                                                    +44 (0) 20 7742 4000
 Alison Vincent

 Investec Bank                                                                                                                                                 +44 (0) 20 7597 4000
 plc

 David Yovichic

 Tom Skinner

 Helen Goldsmith

 

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