REG - JPMorgan Japanese IT - Results of the Scheme & Issue of New Shares

JPMorgan Japanese Investment TrustAnnouncement

24/10/2024 13:45

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RNS Number : 5152J  JPMorgan Japanese Inv. Trust 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
OR INTO, 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, 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.

 

JFJ Legal Entity Identifier: 549300JZW3TSSO464R15

 

24 October 2024

JPMORGAN JAPANESE INVESTMENT TRUST PLC

Combination with JPMorgan Japan Small Cap Growth & Income plc ("JSGI")

Results of the Scheme and Issue of New Shares in accordance with the Scheme

The Board of JPMorgan Japanese Investment Trust plc (the "Company" or "JFJ")
is pleased to announce that the Company will acquire approximately £144
million of assets from JPMorgan Japan Small Cap Growth & Income plc
("JSGI") in consideration for the issue of 23,365,110 new ordinary shares in
the capital of the Company ("Scheme Shares") in connection with the
reconstruction and voluntary winding up of JSGI pursuant to s.110 of the
Insolvency Act 1986 (the "Scheme"), following the passing today of the
resolution proposed at the Second JSGI General Meeting.

FAV ratio

The JSGI Rollover FAV per Share was 356.946798 pence and the JFJ FAV per Share
was 617.638780 pence, producing a conversion ratio of approximately 0.577922
JFJ Share per JSGI Share rolling over (the "Conversion Ratio"), each
calculated in accordance with the Scheme, details of which are set out in the
circular to shareholders published by the Company on 19 September 2024 (the
"Circular").

As set out in the Circular, fractions of Scheme Shares arising as a result of
the Conversion Ratio will not be issued under the Scheme and entitlements to
such Scheme Shares will be rounded down to the nearest whole number.

Applications have been made for the Scheme Shares to be admitted to listing in
the closed-ended investment funds category of the Official List and to the
London Stock Exchange for the Scheme Shares to be admitted to trading on the
Main Market (together "Admission"). Admission is expected to become effective
at 8.00 a.m. on Friday, 25 October 2024.

 

 

Total Voting Rights

Following the issue of the Scheme Shares noted above, the Company's share
capital will comprise 184,613,188 ordinary shares, of which 18,670,989 are
held in treasury.  Each ordinary share (other than an ordinary share held in
treasury) is entitled to one voting right. Therefore, the total number of
voting rights in the Company will be 165,942,199.

The figure of 165,942,199 may be used by Shareholders as the denominator for
the calculations by which they will determine if they are required to notify
their interest in voting rights, or a change to their interest in the Company,
under the Disclosure Guidance and Transparency Rules.

Excluded JSGI Shareholders

As set out in the Circular, Scheme Shares which would otherwise be issued to
an Overseas JSGI Shareholder that constitutes an "Excluded JSGI Shareholder"
as defined under the terms of the Scheme set out in the circular to JSGI
Shareholders dated 19 September 2024, will instead be allotted to the
Liquidators as nominees on behalf of such Excluded JSGI Shareholder who will
arrange for such shares to be sold promptly in the market.  The net proceeds
of such sales (being after deduction of any costs incurred in effecting such
sale) will be paid to the relevant Excluded JSGI Shareholder within 10
business days of the date of sale, save that where the proceeds of such sale
are less than £5.00 per Excluded JSGI Shareholder, they will be retained in
the Liquidation Pool rather than paid out.

Board appointment

Following Admission, Tom Walker will be appointed as a non-executive Director
of the Company.

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

FURTHER INFORMATION

For further information please contact:

 JPMorgan Japanese Investment Trust plc                    Contact via Company Secretary

 Stephen Cohen

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

 Investec Bank plc (Sponsor, Financial Adviser and Broker  +44 (0) 20 7597 4000

 to JPMorgan Japanese Investment Trust plc)

 Lucy Lewis

 Tom Skinner

 JPMorgan Funds Limited                                    +44 (0) 20 7742 4000

 Simon Crinage

 Katie Standley (for JPMorgan Japanese)

 

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