REG - JPMorgan Japan Small JPMorgan Jap Smll - Publication of Prospectus and Circular

JPMorgan Japan Small Cap Growth & IncomeAnnouncement

19/09/2024 15:15

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RNS Number : 9292E  JPMorgan Japan Small Cap G&I PLC  19 September 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, THE REPUBLIC OF SOUTH AFRICA, ANY
MEMBER STATE OF THE EEA OR 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.

19 September 2024

 

JPMorgan Japan Small Cap Growth & Income plc

Publication of circular in connection with the proposals for a combination
with JPMorgan Japanese Investment Trust plc

 

Introduction

The Board of JPMorgan Japan Small Cap Growth & Income plc (the "Company"
or "JSGI") announces that it has today published a shareholder Circular (the
"Circular") setting out the proposals for the combination with JPMorgan
Japanese Investment Trust plc ("JFJ") (the "Proposals").

The Circular provides JSGI's shareholders (the "Shareholders") with further
details of the Proposals. General Meetings of the Company will take place at
10.00 a.m. on 10 October 2024 and 10.00 a.m. on 24 October 2024 (the "General
Meetings") to seek approval from Shareholders for the implementation of the
Proposals.

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 www.jpmjapansmallcapgrowthandincome.co.uk.

Terms used and not defined in this announcement shall have the meanings given
to them in the Circular.

 

Background

On 31 July 2024 the Board announced that it had agreed heads of terms with
JPMorgan Japanese Investment Trust plc in respect of a proposed combination of
the Company with JFJ to form a combined entity (the "Combined Trust") to be
managed by the current investment manager of both companies, JPMorgan Asset
Management (UK) Limited (the "Investment Manager"), and JFJ's lead portfolio
managers, Nicholas Weindling and Miyako Urabe, investing in accordance with
JFJ's existing investment objective and policy.

The Board and the Investment Manager believe that the outlook for Japanese
equities remains compelling with a combination of improving economic
fundamentals, structural transformation and corporate governance reforms. The
Board believes that the Combined Trust will represent a very attractive way to
invest in this opportunity. The Combined Trust would have net assets of up to
approximately £1.0 billion, depending on the uptake of the Cash Option, and
an estimated ongoing charges ratio of 0.62 per cent. As such, the Board
believes the Combined Trust will continue to offer access to the compelling
investment opportunity in Japan, led by Nicholas Weindling and Miyako Urabe
and the substantial JPMorgan investment team based locally in Japan. Pending
completion of the proposed combination, Miyako Urabe will remain lead
portfolio manager, alongside Xuming Tao, of JSGI.

The combination will be effected by way of a scheme of reconstruction and
members' voluntary winding up of the Company under section 110 of the
Insolvency Act (the "Scheme") and the issue of New JFJ Shares to Shareholders
who have elected, or are deemed to have elected, to roll over their investment
into the Combined Trust.

The recommended Proposals have been structured with a view to avoiding any
costs of the Proposals falling on continuing Shareholders in the Combined
Trust, and to reduce the overall ongoing charges ratio of the Combined Trust.
This will be achieved through a contribution to costs from JPMorgan Funds
Limited (the "Manager") to support the Scheme when the recommended Proposals
become effective. In addition, the Manager has agreed to reduce the management
fees payable by the Combined Trust and to waive the termination fees that
would otherwise be payable by the Company to the Manager on termination of the
Company's management agreement with the Manager.

Overview of the Proposals

Pursuant to the Scheme, JSGI will be put into liquidation and its assets split
notionally into three pools in respect of: (i) the interests of continuing
Shareholders who elect, or are deemed to elect, to roll over into the Combined
Trust (the "Rollover Pool"); (ii) the interests of Shareholders who elect for
the Cash Option (the "Cash Pool"); and (iii) a provision sufficient to meet
any current and future, actual and contingent liabilities of JSGI, including
repayment of JSGI's existing loan facility (the "Liquidation Pool").

Under the Scheme, Shareholders will be entitled to elect to receive cash in
respect of part or all of their shareholding, subject to an aggregate limit of
25 per cent. of the Company's issued share capital (excluding shares held in
treasury) at a 2 per cent. discount to the JSGI Residual FAV less the costs of
realising the assets required to create the Cash Pool (the "Cash Option"). New
JFJ Shares will be issued as the default option under the Scheme in the event
that either no election, or a partial election, for the Cash Option is made by
a Shareholder or because an election for the Cash Option is scaled back in
accordance with the Scheme (the "Rollover Option").

The Scheme will be implemented on a formula asset value ("FAV") to FAV basis.
FAVs for the purposes of the Scheme will be calculated in accordance with
JFJ's and JSGI's normal accounting policies and will take into account the
adjustments outlined below. FAVs will be calculated based on the NAVs (cum
income, debt at fair value, if applicable) of the respective companies, on the
Calculation Date.

The JSGI residual formula asset value ("JSGI Residual FAV") shall be equal to
the gross assets of JSGI as at the Calculation Date less: (i) the value of the
cash and other assets appropriated to the Liquidation Pool (which includes any
assets attributable to any Dissenting Shareholders); and (ii) any dividend
which has been declared as at the Calculation Date but not paid to
Shareholders, and not accounted for in the JSGI NAV, but excluding any
adjustment for the JPMorgan Costs Contribution; plus (iii) an amount equal to
any costs relating to the realignment of the JSGI portfolio in relation to the
Proposals already incurred.

The JSGI Cash Pool FAV shall be equal to the JSGI Residual FAV multiplied by
the proportion of the issued share capital of Company electing for the Cash
Option to the Company's issued share capital (excluding shares held in
treasury) minus: (i) 2 per cent. (the "Cash Option Discount"); and (ii) the
costs incurred in realising portfolio assets to create the Cash Pool (the
"Cash Pool Realisation Costs").

The JSGI Cash FAV per Share shall equal the JSGI Cash Pool FAV divided by the
number of Shares in respect of which Shareholders have elected for the Cash
Option, subject to an aggregate limit of 25 per cent. of the Company's issued
share capital (excluding shares held in treasury).

The JSGI Rollover Pool FAV shall be equal to the JSGI Residual FAV multiplied
by the proportion of the issued share capital of the Company not electing for
the Cash Option to the Company's issued share capital (excluding shares held
in treasury): (i) plus an amount reflecting the benefit of the JPMorgan Costs
Contribution to the Company (being equal to the fixed costs of the Proposals
payable by the Company); (ii) less the portfolio realignment costs, including
both disposals and acquisitions, whether already incurred or estimated and
still to be incurred, as part of the transaction by JSGI and JFJ and either
before or after the Effective Date, but excluding the Cash Pool Realisation
Costs (the "Realignment Costs"); and (iii) plus an amount equal to the
aggregate value of the Cash Option Discount, capped at the value of the
Realignment Costs. Any remaining benefit from the Cash Option Discount, after
the application of the cap, will be for ongoing Shareholders in the Combined
Trust.

The JSGI Rollover FAV per Share shall equal the JSGI Rollover Pool FAV divided
by the number of Shares in respect of which Shareholders have elected, or are
deemed to have elected, for the Rollover Option.

The JFJ FAV shall be equal to the net assets of JFJ as at the Calculation
Date: (i) less any direct transaction costs not already incorporated into the
JFJ NAV; (ii) plus an amount reflecting the benefit of the JPMorgan Costs
Contribution to JFJ (being equal to the fixed costs of the Proposals payable
by JFJ); and (iii) plus an amount equal to any costs relating to the
realignment of the JFJ portfolio in relation to the transaction already
incurred.

The JFJ FAV per Share shall be equal to the JFJ FAV divided by the issued
share capital of JFJ (excluding shares held in treasury).

Shareholders who elect (or are deemed to have elected) for the Rollover Option
shall have New JFJ Shares issued to them based on the ratio of the JSGI
Rollover FAV per Share to the JFJ FAV per Share, multiplied by the number of
Shares in respect of which they have elected, or are deemed to have elected,
for the Rollover Option.

Overseas Shareholders

To the extent that an Overseas Shareholder is entitled to and would otherwise
receive New JFJ Shares under the Scheme, either because no Election, or a
partial Election, for the Cash Option was made or because an Excess
Application for the Cash Option is scaled back in accordance with the Scheme,
then (unless they have satisfied the Directors and the JFJ Directors that
they are entitled to receive and hold New JFJ Shares without breaching any
relevant securities laws and without the need for compliance on the part of
the Company or JFJ with any overseas laws, regulations, filing requirements
or the equivalent) such New JFJ Shares will be issued to the Liquidators as
nominees for the relevant Overseas Shareholder and sold by the Liquidators in
the market (which shall be done by the Liquidators without regard to the
personal circumstances of the relevant Excluded JSGI Shareholder and the value
of the Ordinary Shares held by the relevant Excluded JSGI Shareholder) and the
net proceeds of such sale (after deduction of any costs incurred in effecting
such sale) will be paid: (i) to the relevant Excluded JSGI Shareholder
entitled to them as soon as reasonably practicable, and in any event no later
than 10 Business Days after the date of sale, save that entitlements of less
than £5.00 per Excluded JSGI Shareholder will be retained in the Liquidation
Pool; or (ii) in respect of Sanctions Restricted Persons at the sole and
absolute discretion of the Liquidators and will be subject to applicable laws
and regulations.

 

Costs

The Manager has undertaken to make a contribution equal to the total fixed
costs of the transaction of each of JFJ and JSGI (the "JPMorgan Costs
Contribution"), contingent on the transaction being fully implemented and
subject to JPMorgan agreeing the costs being incurred. For the avoidance of
doubt, the following costs shall not constitute fixed costs of the transaction
for the purposes of calculating the JPMorgan Costs Contribution: (i) any costs
of the realignment and/or realisation are separate to these costs and
apportioned to the transaction as described in the Circular; (ii) any
realignment costs, stamp duty, SDRT or other transaction tax incurred by JFJ
for the acquisition of the Rollover Pool, which costs shall be borne solely by
JFJ, but which, for the avoidance of doubt, will not be reflected in the JFJ
FAV; and (iii) listing fees in respect of the listing of the New JFJ Shares
issued in connection with the Scheme, which costs shall be borne by JFJ, but
which, for the avoidance of doubt, will not be reflected in the JFJ FAV.

The financial value of the JPMorgan Costs Contribution will be credited
against the costs of the Proposals as described above to the benefit of
continuing shareholders (which excludes, to the extent of their actual
participation in the Cash Option, those Shareholders who elect for the Cash
Option).

The amount of the JPMorgan Costs Contribution may, at the option of JPMorgan,
be deducted from the amounts payable by JFJ to JPMorgan under the terms of its
investment management agreement with JFJ.

Save in respect of the JPMorgan Costs Contribution, each of JFJ and JSGI
intends to bear its own costs incurred in relation to the transaction which
will be reflected in the FAV for each company. JSGI will bear the costs of
portfolio realignment, including those costs incurred, or expected to be
incurred, in realising assets and reinvesting in new assets for the Combined
Trust. The Combined Trust will pay any FCA/LSE listing fees in connection with
the issue of New JFJ Shares.

JPMorgan has agreed to waive any termination fees payable under its investment
management agreement with the Company which will terminate upon completion of
the transaction.

The choice between the options available under the Proposals will be a matter
for each Shareholder to decide and will be influenced by their investment
objectives and by their personal, financial and tax circumstances.
Accordingly, Shareholders should, before deciding what action to take, read
carefully all the information in the Circular and in the JFJ Prospectus which
is available at www.jpmjapanese.co.uk.

Conditions of the Scheme

The Scheme is conditional upon the:

-           the recommendation of the boards of the Company and JFJ
to proceed with the Proposals which may be withdrawn by either board at any
time;

-           passing of the Resolutions to be proposed at the First
General Meeting and the Resolution to be proposed at the Second General
Meeting or any adjournment of those meetings and upon any conditions of such
Resolutions being fulfilled;

-           the JFJ Share Allotment Authority being approved by JFJ
Shareholders and not having been revoked or superseded; and

-           the FCA agreeing to admit the New JFJ Shares to listing
in the closed-ended investment funds category of the Official List and the
London Stock Exchange agreeing to admit the New JFJ Shares to trading on its
Main Market, subject only to allotment.

Unless the conditions referred to above have been satisfied or, to the extent
permitted, waived by both the Company and JFJ on or before 30 November 2024,
the Scheme will not become effective.

Benefits of the Proposals

The Directors believe that the Proposals will have the following benefits for
Shareholders:

Broad all-cap strategy to capture a compelling investment opportunity: The
Rollover Option will provide Shareholders with exposure to the Combined Trust.
The Investment Manager's portfolio managers have an unconstrained approach in
the Combined Trust, meaning that they can invest anywhere in the market
capitalisation spectrum in search of the best opportunities. The investment
opportunity in Japan stretches across the full market capitalisation spectrum
and JPMorgan believes that a blend of investments in larger, mid and small cap
Japanese companies should enable investors to fully capture the revitalisation
of the Japanese equity growth story through the corporate governance
revolution.

Continued access to the market leading resources of JPMorgan: Both JFJ and
JSGI are managed by JPMorgan, an institutional asset manager with US$3.7
trillion of assets under management as at 30 June 2024, including US$16.7
billion in Japanese equities, as at 31 August 2024. JFJ will continue to
benefit from the expertise of its portfolio managers, Nicholas Weindling and
Miyako Urabe, both of whom are based locally in Japan, with Miyako providing
continuity from her other role as lead portfolio manager of the Company.

Increased scale: JFJ is a constituent of the FTSE 250 Index, with a market
capitalisation of £770 million and net assets of £875 million as at 13
September 2024. It is the largest Japanese equity investment trust. The Scheme
is expected to increase the net assets of the Combined Trust to up to
approximately £1.0 billion, assuming that the Cash Option is taken up in
full. The expected benefits should include increased secondary market
liquidity and a greater relevance to larger investors as a direct consequence
of size.

Reduced management fees: Conditional upon the Scheme becoming effective, and
with effect from 1 October 2024, the JFJ Board has agreed a reduced investment
management fee with the Manager for the Combined Trust that is expected to
reduce the blended annual management fee from 0.57 per cent. on net assets per
annum to 0.48 per cent. on net assets per annum following completion of the
Scheme (based on the net assets of both companies as at 13 September 2024 and
assuming the Cash Option is taken up in full). The marginal fee rate will be
0.35 per cent. on net assets in excess of £750 million. For Shareholders
electing for the Rollover Option, this represents a significant reduction in
headline management fees from 0.83 per cent.

Lower ongoing charges: The Combined Trust's expected ongoing charges ratio
(OCR), pro forma for the Proposals (and excluding the costs and JPMorgan Costs
Contribution in relation to the Proposals), is expected to be 0.62 per cent.
in the 12 months following the Effective Date (based on net assets of both
companies as at 13 September 2024 and assuming the Cash Option is taken up in
full). This compares to JFJ's OCR of 0.75 per cent. for the six-months ended
31 March 2024 and the Company's OCR of 1.20 per cent. for its financial year
ended 31 March 2024.

Active approach to discount management: The JFJ Board takes an active approach
to managing the discount and has done so since 2020. The JFJ Board believes
that this approach has dampened share price volatility and moderated the
discount. This has contributed to JFJ consistently trading at a narrower
discount than its immediate direct peer group. Over the 12 months to the
latest practicable date prior to the publication of the JFJ Prospectus, JFJ
has repurchased 7,605,000 million ordinary shares, representing 5.04 per cent.
of the opening number of shares.

Introduction of continuation vote: As part of its commitment to the highest
standards of corporate governance, the JFJ Board is also proposing an
amendment to the JFJ Articles at the JFJ General Meeting to introduce a
continuation vote which would be held at JFJ's annual general meeting to be
held in 2029 and, if passed, at every fifth annual general meeting
thereafter.

Cost contribution: JPMorgan has agreed to cover the fixed costs of the
Proposals, reducing the effective implementation costs for each of the Company
and JFJ such that there is no NAV dilution for either JFJ or for Shareholders
receiving New JFJ Shares pursuant to the transaction from these fixed
costs.

General Meetings

The implementation of the Proposals will require two general meetings of the
Company. The notices convening the First General Meeting (to be held at 10.00
a.m. on 10 October 2024) and the Second General Meeting (to be held at 10.00
a.m. on 24 October 2024) are set out at in the Circular.

The Resolutions to be proposed at the General Meetings, on which all
Shareholders may vote, are as follows:

First General Meeting

The resolutions to be considered at the First General Meeting (which will be
proposed as special resolutions) will, if passed, approve the terms of the
Scheme and associated amendments to the Articles set out in Part 4 of the
Circular, authorise the Liquidators to enter into and give effect to the
Transfer Agreement with JFJ, purchase the interests of any dissentients to the
Scheme and authorise the Liquidators to apply to cancel the listing of the
Ordinary Shares with effect from such date as the Liquidators may determine.

Each Resolution will require at least 75 per cent. of the votes cast in
respect of it, whether in person or by proxy, to be voted in favour in order
for it to be passed. The Scheme will not become effective unless and until,
inter alia, the Resolution to be proposed at the Second General Meeting has
also been passed.

Second General Meeting

At the Second General Meeting, a special resolution will be proposed which, if
passed, will place the Company into liquidation, appoint the Liquidators and
agree the basis of their remuneration, instruct the Company Secretary to hold
the books to the Liquidators' order and provide the Liquidators with
appropriate powers to carry into effect the amendments to the Articles made at
the First General Meeting. The Resolution to be proposed at the Second General
Meeting is conditional upon the passing of the Resolutions at the First
General Meeting, the JFJ Share Allotment Authority being passed, the approval
of the FCA and the London Stock Exchange of the Admission of the New JFJ
Shares to the Official List and to trading on the Main Market of the LSE,
respectively, and the Directors and the JFJ Directors resolving to proceed
with the Scheme.

The Resolution will require at least 75 per cent. of the votes cast in respect
of it, whether in person or by proxy, to be voted in favour in order for it to
be passed.

Summary information on JFJ and the Combined Trust

JFJ is a closed-ended investment company incorporated in England and Wales on
2 August 1927 with registered number 00223583. It is an investment company as
defined by section 833 of the Companies Act and operates as an investment
trust within the meaning of Chapter 4 of Part 24 of the Corporation Tax Act
2010.

JPMorgan Funds Limited, a company authorised and regulated by the FCA, will
continue to be appointed as alternative investment fund manager to the
Combined Trust. The Manager delegates the provision of investment management
services to an affiliate, JPMorgan Asset Management (UK) Limited, with the
day-to-day investment management activity conducted in Tokyo by JPMorgan Asset
Management (Japan) Limited. The Manager is a wholly-owned subsidiary of
JPMorgan Chase & Co. which, through other subsidiaries, also provides
marketing, banking, dealing, secretarial and custodian services to JFJ.

 

EXPECTED TIMETABLE

                                                                                     2024

 Publication of JSGI Circular                                                        19 September
 Publication of JFJ Prospectus                                                       19 September
 Date of declaration of pre-liquidation interim dividend                             On or around 1 October
 Latest time and date for receipt of proxy appointments in respect of the First      10.00 a.m. on 8 October
 General Meeting
 First General Meeting                                                               10.00 a.m. on 10 October
 JFJ general meeting                                                                 11.00 a.m. on 10 October
 Ex dividend date for the pre-liquidation interim dividend to Shareholders           10 October
 Record date for the pre-liquidation interim dividend to Shareholders                11 October
 Latest time and date for receipt of Forms of Election and TTE Instructions          1.00 p.m. on 11 October
 Record date for entitlements under the Scheme                                       6.00 p.m. on 11 October
   Ordinary Shares disabled in CREST (for settlement)                                close of business on 11 October
 Trading in JSGI Shares on the London Stock Exchange suspended                       14 October
 Pre-liquidation interim dividend paid to Shareholders                               21 October

 Calculation Date                                                                    close of business on 21 October
 Latest time and date for receipt of proxy appointments in respect of the            10.00 a.m. on 22 October
 Second General Meeting
 Reclassification of the Ordinary Shares                                              8.00 a.m. on 23 October
 Suspension of listing of Reclassified Shares                                         7.30 a.m. on 24 October
 Second General Meeting                                                              10.00 a.m. on 24 October
 Effective Date for implementation of the Scheme                                     24 October
 Appointment of Liquidator                                                           24 October
 Announcement of the results of Elections, the JSGI Rollover FAV per Share, the      24 October
 JSGI Cash FAV per Share and the JFJ FAV per Share
 CREST accounts credited with, and dealings commence in, New JFJ Shares              8.00 a.m. on 25 October
 Cheques and electronic payments despatched to Shareholders who elect for the        week commencing 4 November
 Cash Option and CREST accounts credited with cash
 Certificates despatched in respect of New JFJ Shares                                 By 8 November
 Cancellation of listing of Reclassified Shares                                       as soon as practicable after the Effective Date

Note: All references to time in this announcement are to UK time. 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. If any of the above
times and/or dates change, the revised time(s) and/or date(s) will be
notified to Shareholders by an announcement through a Regulatory Information
Service.

 

 For further information please contact:
 JPMorgan Funds Limited (Company Secretary)                          0800 20 40 20 (or +44 1268 44 44 70)
 JPMorgan Japan Small Cap Growth & Income plc                        Contact via Company Secretary

 Alexa Henderson
 Cavendish Capital Markets Limited (Financial Adviser and Broker to  +44 (0) 20 7220 0500
 JPMorgan Japan Small Cap Growth & Income plc)

 James King

 Andrew Worne

 Lansons (for Press Enquiries)

                                                                     +44 (0) 7947 364 578
 JPMorgan Funds Limited                                              0800 20 40 20 (or +44 1268 44 44 70)

 Simon Crinage

 Katie Standley (for JFJ)

 Simon Elliott (for JSGI)

 

Notes

JFJ Legal Entity Identifier: 549300JZW3TSSO464R15

JSGI Legal Entity Identifier: 549300 KP3CRHPQ4RF811

Important information

The information in this announcement is for background purposes only and does
not purport to be full or complete. No reliance may be placed for any purpose
on the information contained in this announcement or its accuracy or
completeness. The material contained in this announcement is given as at the
date of its publication (unless otherwise marked) and is subject to updating,
revision and amendment. In particular, any proposals referred to herein are
subject to revision and amendment.

This announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This announcement is not
an offer of securities for sale into the United States. Any securities that
may be issued in connection with the matters referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act") and may not be offered or sold in the United States,
except pursuant to an applicable exemption from registration under the
Securities Act and in compliance with the securities laws of any state, county
or any other jurisdiction of the United States. No public offering of
securities is being made in the United States.

Furthermore, any securities that may be issued in connection with the matters
referred to herein may not be offered or sold indirectly or indirectly in,
into or within the United States or to or for the account or benefit of U.S.
Persons except under circumstances that would not result in the Company being
in violation of the U.S. Investment Company Act of 1940, as amended.

Outside the United States, the securities may be sold to persons who are not
U.S. Persons pursuant to Regulation S.

Moreover, any securities that may be issued in connection with the matters
referred to herein have not been, nor will they be, registered under the
applicable securities laws of Australia, Canada, Japan, the Republic of South
Africa, or any member state of the EEA.

The value of shares and the income from them is not guaranteed and can fall as
well as rise due to stock market and currency movements.  When you sell your
investment you may get back less than you originally invested. Figures refer
to past performance and past performance should not be considered a reliable
indicator of future results. Returns may increase or decrease as a result of
currency fluctuations.

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "anticipates", "expects", "intends", "may", "might",
"will" or "should" or, in each case, their negative or other variations or
similar expressions. All statements other than statements of historical facts
included in this announcement, including, without limitation, those regarding
the Company's or JFJ's respective financial position, strategy, plans,
proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and,
accordingly, the Company's or JFJ's actual future financial results and
operational performance may differ materially from the results and performance
expressed in, or implied by, the statements. These forward-looking statements
speak only as at the date of this announcement and cannot be relied upon as a
guide to future performance. Subject to their respective legal and regulatory
obligations, each of JSGI and JPMorgan expressly disclaims any obligations or
undertaking to update or revise any forward-looking statements contained
herein to reflect any change in expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement is based
unless required to do so by law or any appropriate regulatory authority,
including FSMA, the UK Listing Rules, the Prospectus Regulation Rules, the
Disclosure Guidance and Transparency Rules, the Prospectus Regulation and MAR.

Investec Bank plc ("Investec") which is authorised in the United Kingdom by
the Prudential Regulatory Authority and regulated by the Financial Conduct
Authority and the Prudential Regulatory Authority is acting exclusively for
JFJ and for no-one else in connection with the Transaction, will not regard
any other person as it client in relation to the Transaction and will not be
responsible to anyone other than JFJ for providing the protections afforded to
its clients or for providing advice in relation to the Transaction, or any of
the other matters referred to in this announcement.  This does not exclude
any responsibilities or liabilities of Investec under the Financial Services
and Markets Act 2000, as amended, or the regulatory regime established
thereunder.

Cavendish Capital Markets Limited ("Cavendish") which is authorised in the
United Kingdom by the Financial Conduct Authority is acting exclusively for
JSGI and for no-one else in connection with the Transaction, will not regard
any other person as it client in relation to the Transaction and will not be
responsible to anyone other than JSGI for providing the protections afforded
to its clients or for providing advice in relation to the Transaction, or any
of the other matters referred to in this announcement.  This does not exclude
any responsibilities or liabilities of Cavendish under the Financial Services
and Markets Act 2000, as amended, or the regulatory regime established
thereunder.

None of JGSI, JFJ, JPMorgan, Cavendish or Investec or any of their respective
affiliates, accepts any responsibility or liability whatsoever for, or makes
any representation or warranty, express or implied, as to this announcement,
including the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to them, whether written, oral
or in a visual or electronic form, and howsoever transmitted or made available
or for any loss howsoever arising from any use of the announcement or its
contents or otherwise arising in connection therewith. Each of JSGI, JFJ,
JPMorgan, Cavendish and Investec and their respective affiliates, accordingly
disclaim all and any liability whether arising in tort, contract or otherwise
which they might otherwise have in respect of this announcement or its
contents or otherwise arising in connection therewith.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
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