JPMorgan UK Smaller - Results of the Scheme and Issue of Scheme Shares
27/02/2024 14:38
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RNS Number : 6650E JPMorgan UK Smaller Cos IT PLC 27 February 2024
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OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND
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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
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Legal Entity Identifier: 549300PXALXKUMU9JM18
27 February 2024
JPMorgan UK Smaller Companies Investment Trust plc
Proposed combination with JPMorgan Mid Cap Investment Trust plc
Results of the Scheme and Issue of Scheme Shares
The Board of JPMorgan UK Smaller Companies Investment Trust plc (the "Company"
or "JMI") is pleased to announce that the Company will acquire approximately
£192.8 million of the net assets from JPMorgan Mid Cap Investment Trust plc
("JMF") in consideration for the issue of 59,529,867 new ordinary shares in
the capital of JMI ("Scheme Shares") in connection with the reconstruction
and voluntary winding up of JMF pursuant to section 110 of the Insolvency Act
1986 (the "Scheme"), following the passing today of the resolution proposed at
the Second General Meeting of JMF.
The number of Scheme Shares to be issued to holders of JMF shares was
calculated based on a FAV per JMI Share of 322.690000 pence and a FAV per JMF
Share of 1,048.748039 pence, producing a conversation ratio of approximately
3.250017 JMI Shares per JMF Share rolling over, each calculated in accordance
with the Scheme.
As set out in the shareholder circular published by the Company on 23 January
2024 (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 the
premium listing category of the Official List and to trading on the premium
segment of the Main Market of the London Stock Exchange (together,
"Admission"). It is expected that Admission will take place at 8.00am on 28
February 2024.
Following the issue of the Scheme Shares noted above, the Company's share
capital will comprise 139,141,277 ordinary shares (excluding treasury shares)
with each ordinary share entitled to one voting right, and an additional
1,709,741 ordinary shares held in treasury.
The figure of 139,141,277 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.
As set out in the Circular, Scheme Shares which would otherwise be issued to
an Excluded JMF Shareholder (being a Sanctions Restriction JMF Shareholder
and/or an Overseas Excluded JMF Shareholder) pursuant to the Scheme will
instead be allotted to the Liquidators as nominees on behalf of such Excluded
JMF Shareholder who will arrange for such shares to be sold promptly by way of
a market maker. The proceeds of such sales (after deduction of any costs
incurred in effecting such sales) will be paid to relevant Excluded JMF
Shareholders entitled to them within ten Business Days of the date of sale.
Following the completion of the Scheme, Lisa Gordon, Richard Gubbins and
Hannah Philp, the Prospective Directors, will be appointed as non-executive
Directors of the Company.
Capitalised terms used but not defined in this announcement will have the same
meaning as set out in the Circular.
For further information:
JPMorgan UK Smaller Companies Investment Trust plc Contact via Company Secretary
Andrew Impey
JPMorgan Funds Limited +44 (0) 20 7742 4000
Simon Crinage
Fin Bodman
JPMorgan Funds Limited (Company Secretary) +44 (0) 20 7742 4000
Panmure Gordon (UK) Limited
Alex Collins +44 (0) 20 7886 2767
Ailsa Macmaster +44 (0) 20 7886 2979
Ashwin Kohli +44 (0) 20 7886 2786
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