REG - JPMorgan Global Core JPM Glbl Core - JARU JPM Glbl Core - JARE - PUBLICATION OF SHAREHOLDER CIRCULAR

JPMorgan Global Core Real AssetsAnnouncement

03/12/2024 07:00

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RNS Number : 5117O  JPMorgan Global Core Real Assets Ld  03 December 2024

JPMORGAN GLOBAL CORE REAL ASSETS LIMITED

("JARA" or the "Company")

 

PUBLICATION OF SHAREHOLDER CIRCULAR

 

 

Legal Entity Identifier: 549300D8JHZTH6GI8F97

 

Introduction

Further to the Company's announcement of 5(th) November 2024 confirming the
intention of the Board to put forward proposals for a managed wind-down of the
Company (the "Managed Wind-Down"), the Company has today published a
shareholder circular (the "Circular"). The Circular contains full details of
the Board's proposals in connection with the Managed Wind-Down (the
"Proposals"), including the expected timeline for the sale of the Company's
assets, and gives notice of an Extraordinary General Meeting of the Company.

 

 

Extraordinary General Meeting

The Circular gives formal notice of an Extraordinary General Meeting at which
the Board proposes to seek Shareholder approval to:

(i)         amend the Company's Investment Objective and Policy by
adopting a new investment objective and policy (the "New Investment Objective
and Policy");

(ii)        convert the Shares into ordinary shares that are redeemable
at the option of the Company, to allow for the net realisation proceeds of the
assets realised in accordance with the Managed Wind-down (less expenses and
the costs of subsequently de-listing and liquidating the Company) to be
returned to Shareholders by way of pro rata compulsory redemptions of Shares;
and

(iii)       amend the articles of incorporation of the Company (the
"Articles") to allow for the net realisation proceeds (less expenses and costs
of subsequently de-listing and liquidating the Company) to be returned to
Shareholders by way of pro rata compulsory redemptions of Shares.

The Extraordinary General Meeting will be held at Level 3 Mill Court, La
Charroterie, St Peter Port Guernsey, GY1 1EJ1 at 2:30 p.m. on 20 December
2024.

 

Proposed Managed Wind-Down

On the assumption that the Resolutions to implement the Proposals are approved
by Shareholders, the Board proposes to implement the Managed Wind-down by
realising the assets comprised in the Portfolio in an orderly manner and to
return the net realisation proceeds (less expenses and the costs of
subsequently de-listing and liquidating the Company) to Shareholders by way of
pro rata compulsory redemptions of Shares as and when sufficient cash is
realised to make it economically expedient to do so. As part of the Proposals,
the Board is seeking the approval of the Shareholders to convert the Company's
Shares, which are currently non-redeemable, into Shares that are redeemable at
the option of the Company. At an appropriate point in the future, further
proposals to place the Company in liquidation will be put to Shareholders.

 

The Investment Manager has confirmed that, as the Portfolio consists of liquid
and less-liquid assets, it will take varied periods for the assets of the
Company to be realised in an orderly manner with a view to optimising
Shareholder value and with regard to the time-value of money.

 

The Board and the Investment Manager do not provide any guarantee that the
Estimated Wind-down Period will be achieved as it is contingent on, amongst
other things, the liquidity provided by the underlying Private Funds in
satisfying the redemption requests which may be in a queue of other redemption
requests and prevailing market conditions.

 

To provide an indication to Shareholders, however, the table below sets out
the current estimated timetable for the first three tranches of net
realisation proceeds (less expenses and the costs of subsequently de-listing
and liquidating the Company) to be returned to Shareholders, during the
Estimated Wind-down Period. The number, size and timing of the distribution(s)
of the remaining net realisation proceeds will be determined following the
third tranche, but all distributions are expected to have been made by the
last calendar quarter of 2026.

 

 Return of capital to Shareholders  Approximate per cent. of NAV  Estimated payment date*
 #1                                 15-20 per cent.               Q1 2025
 #2                                 30-35 per cent.               Q3 2025
 #3                                 25-30 per cent.               Q4 2025

Source: The Company and the Investment Manager.

 

*The expected timetable for distributions of net realisation proceeds (less
expenses and costs of subsequently de-listing and liquidation of the Company)
should only be taken as an indication and not as a guarantee of the actual
timeline for such distributions to be made by the Company. The estimated
timetable for distributions is provided for informational purposes only and no
reliance should be placed on this information when voting on the Resolutions
at the Extraordinary General Meeting or when making any investment, financial
or any other similar or related decisions.

 

The realisation proceeds to be received by the Company from each Private Fund
will be determined by the net asset value of the relevant Private Fund
prevailing at the time that the redemption request is settled, less any costs
or charges arising as a result of, or in connection with, the redemption.

 

The Board has absolute discretion, in consultation with the Investment
Manager, on the timing and amount of net realisation proceeds (less expenses
and the costs of subsequently de-listing and liquidating the Company) to be
returned to Shareholders by way of compulsory redemptions and shall only make
such a distribution as and when sufficient cash is realised to make it
economically expedient to do so.

 

 

New Articles

It is proposed that in order to enable the Company to implement the Proposals,
the Company amends the Articles by substituting the existing Articles with the
proposed new articles of incorporation (the "New Articles"). This will permit
the Directors, at their sole discretion, to compulsorily redeem Shares pro
rata on an ongoing basis in order to return capital to Shareholders. If the
Resolutions to implement the Proposals are approved, the New Articles will
take effect from the end of the Extraordinary General Meeting.

 

A copy of the proposed New Articles, together with a comparison document
showing the changes to the existing Articles, will be available for inspection
at the offices of Herbert Smith Freehills LLP, Exchange House, Primrose
Street, London EC2A 2EG and at the registered office of the Company during
normal business hours on any Business Day from the date of the Circular until
the conclusion of the Extraordinary General Meeting and at the place of the
Extraordinary General Meeting for at least 15 minutes prior to, and during,
the meeting.

 

 

Adoption of New Investment Objective and Policy

In order for the Company to follow the Managed Wind-down process set out in
the Circular, it is necessary to amend the Company's Investment Objective and
Policy. If the Proposals are approved, the Company will adopt the New
Investment Objective and Policy, as set out below, replacing the existing
Investment Objective and Policy.

 

Investment Objective

The Company's investment objective is to realise all existing assets in the
Company's portfolio in an orderly manner and make timely returns of capital to
Shareholders.

 

Investment Policy

The Company will pursue its investment objective by effecting an orderly
realisation of its assets. The Company will cease to make any new investments
in Private Funds or Managed Accounts managed or advised by entities within
J.P. Morgan Asset Management. The Company will cease to undertake capital
expenditure except as deemed necessary or desirable by the Board in connection
with the realisation.

 

Diversification of Risk

The net proceeds from realisations will be used to make timely returns of
capital to Shareholders (net of provisions for the Company's costs and
expenses) in such manner as the Board considers appropriate. Any cash received
by the Company as part of the realisation process will be converted into
Sterling as soon as practicable and will be held by the Company as cash on
deposit and/or in Sterling liquid cash equivalents securities pending its
return to Shareholders.

 

Borrowings and Derivatives

It is not proposed that the Company will take on any new borrowings, but it
remains possible for the Company to use gearing, in the form of a bank
facility or revolving credit facility, for cash management, currency hedging
purposes or other short-term needs. Borrowings may be in Sterling or other
currencies.

 

The Company's total borrowings will not exceed 20 per cent. of Net Asset Value
calculated at the time of drawdown. The Company did not have any borrowing
facilities during the year or as at the year-end.

 

The Company may use derivatives for efficient portfolio management, that is,
to reduce, transfer or eliminate risk in its investments, including protection
against currency risks.

 

Changes to the Company's investment policy

Any material change to the Company's investment policy set out above will
require the approval of Shareholders by way of an ordinary resolution at a
general meeting and the approval of the Financial Conduct Authority.
Non-material changes to the investment policy may be approved by the Board.

 

 

Dividends

If the Proposals are approved at the Extraordinary General Meeting, the
Company will cease paying dividends and no further dividends will be announced
following the date of the Extraordinary General Meeting (or any adjournment
thereof).

 

 

Listing during the Managed Wind-Down

The Board intends to maintain the Company's listing and the trading of its
Shares on the Main Market of the London Stock Exchange during the Managed
Wind-down period, subject to any ongoing legal or regulatory requirements.

The Board believes that maintaining the Company's listing of its Shares would
be in the best interests of the Company and Shareholders as a whole for the
following reasons:

·    the listing would allow the Shares to remain eligible for ISAs and
SIPPs;

·    the listing would allow for the maintenance of a daily market price
in the Shares, as required by certain Shareholders;

·    maintaining the listing would enable certain Shareholders to continue
to meet their own investment restrictions, for example where they are required
to hold listed securities or instruments with daily liquidity; and

·    maintaining the listing would allow continued trading of the Shares,
which would give opportunities for secondary market sales prior to the
conclusion of the Managed Wind-down.

Should the Proposals be approved by the Shareholders, the Company intends to
continue to announce its estimated unaudited Net Asset Value on a monthly
basis, subject to any suspensions of Net Asset Value calculations in
accordance with the Articles. The Company also intends to continue to publish
quarterly factsheets summarising the performance of the Portfolio each
quarter; and any material changes to the estimated timetable for the return of
capital to Shareholders will be notified to Shareholders by an announcement
through an RIS provider.

 

Liquidation

At an appropriate point in the future, and subject to the implementation of
the Proposals, the Board intends to propose to Shareholders the appointment of
a liquidator. The Board's decision as to the appropriate juncture at which to
propose a summary winding-up to Shareholders will be driven by an assessment
of whether or not it is viable for the Company to continue operating following
the realisation of a substantial portion of the Portfolio and the return of
the net realisation proceeds (less expenses and the costs of subsequently
de-listing and liquidating the Company) to Shareholders. Following approval at
the required extraordinary general meeting to implement the liquidation
process, any remaining assets of the Company would be realised and returned to
Shareholders net of costs.

 

 

Costs of the Proposals

The costs and expenses to be incurred by the Company relating to the approval
of the Proposals and the implementation of the New Investment Objective and
Policy are estimated to amount to approximately £300,000 (the "Estimated
Wind-down Costs").

The Estimated Wind-down Costs include, amongst other things, an estimate of
the costs and charges arising as a result of, or in connection with, the
orderly realisation of the Company's assets, including an estimate of the
legal costs and other adviser fees.

The Estimated Wind-down Costs are exclusive of any costs and expenses in
relation to the de-listing and subsequent winding up and liquidation of the
Company.

 

 

The Circular

A copy of the Circular will be submitted to the National Storage Mechanism and
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also
shortly be available on the Company's website
(https://am.jpmorgan.com/gb/en/asset-management/per/products/jpmorgan-global-core-real-assets-limited-gg00bjvkw831).

 

Capitalised terms used in this announcement, unless otherwise defined, have
the same meanings as set out in the Circular.

 

 

3 December 2024

JPMorgan Funds Limited - Company Secretary

 

For further information, please contact:

 

Emma Lamb / William Talkington

For and on behalf of

JPMorgan Funds Limited - Company Secretary

Telephone 0800 20 40 20 (or +44 1268 44 44 70)

invtrusts.cosec@jpmorgan.com (mailto:invtrusts.cosec@jpmorgan.com)

 

David Yovichic / Tom Skinner

Investec Bank plc - Broker

Telephone: 020 7597 4000

 

 

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