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 5th 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
David Yovichic / Tom
Skinner
Investec Bank plc -
Broker
Telephone: 020 7597 4000