TIDMJPI TIDMJPIU TIDMJPIZ
RNS Number : 8615C
JPMorgan Income & Capital Trust PLC
25 January 2018
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,
IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA
25 January 2018
JPMORGAN INCOME & CAPITAL TRUST PLC
Scheme of Reconstruction - Publication of Circular
Legal Entity Identifier: 549300VB8OIJVLR6HX75
On 17 October 2017, JPMorgan Income & Capital Trust plc (the
"Company") announced, in its interim results, that it was
considering offering shareholders a rollover option into a new
multi-asset investment trust as an alternative to liquidating their
shares for cash to coincide with the end of the Company's fixed
life on 28 February 2018. Following consultation with Shareholders,
the Board is pleased to announce that it is putting forward
proposals to offer Shareholders the choice of: (i) a tax and cost
efficient rollover into JPMorgan Multi-Asset Trust plc ("MATE");
and/or (ii) cash (the "Proposals").
MATE has a long term objective to deliver a total return of 6%
p.a., including a 4% p.a. initial target distribution (paid
quarterly) and will seek to maintain lower levels of volatility
than a traditional equity portfolio. MATE will provide investors
with access to the JPMorgan Multi-Asset platform, including
alternative funds which were previously inaccessible to retail
investors. MATE published a prospectus on 24 January 2018 in
connection with the issuance of shares pursuant to the rollover,
together with an initial placing, offer for subscription and
intermediaries offer for a target issue of GBP150 million.
A circular in connection with the Proposals and containing
notices of the General Meetings and Class Meetings (the "Circular")
has been published and will today be sent to Shareholders. The
Proposals are subject to the approval of both the Company's
Shareholders.
The Circular is available on the Company's website
atwww.jpmincomeandcapital.co.uk and on the National Storage
Mechanism at www.morningstar.co.uk/uk/NSM.
The Proposals
The Proposals envisage a reconstruction of the Company by means
of a members' voluntary liquidation pursuant to a scheme of
reconstruction under section 110 of the Insolvency Act.
Under the Scheme, each ZDP Shareholder (other than any
Restricted Shareholder) may elect to receive their final capital
entitlement payment of 192.132627 pence per ZDP Share in:
-- New MATE Shares; and/or
-- Cash
Under the Scheme, each Ordinary Shareholder (other than any
Restricted Shareholder) may elect to receive their entitlements on
a winding up in:
-- New MATE Shares; and/or
-- Cash
Unitholders will be able to elect to receive the entitlements
set out above in relation to their holdings of ZDP Shares and
Ordinary Shares which make up their aggregate holding of Units.
The New MATE Shares will each be issued at 100 pence per MATE
Share.
Benefits of the Proposals
Benefits for all Shareholders and Unitholders
The Directors consider that the Proposals provide Shareholders
with a greater choice than if the Company were simply to be wound
up, since the Proposals enable Shareholders to: (i) continue their
investment exposure through a rollover into New MATE Shares; (ii)
receive cash; or (iii) receive a combination of cash and New MATE
Shares.
Benefits for Shareholders who choose to rollover into New MATE
Shares
The Directors consider that the Proposals should have the
following additional benefits for Shareholders (including
Unitholders) who choose to rollover their investment in the Company
into New MATE Shares.
-- The opportunity to invest in an investment trust with a
primary focus of providing regular dividend income, combined with
the potential for long term capital growth.
-- Access to a diversified multi-asset portfolio managed by a
leading global multi-asset manager.
-- A target annual yield of 4.0 per cent. in respect of the
first financial period on the Initial Issue Price with a
progressive distribution policy.
-- They will enable Shareholders to retain market exposure
through another investment trust whose portfolio is also managed by
JPMorgan and to continue to receive investment returns without
triggering an immediate liability to capital gains tax.
-- They will enable Shareholders to avoid dealing and other
costs, including stamp duty, associated with a share purchase in
the secondary market.
JPMorgan Multi-Asset Trust plc
MATE will be an investment trust company whose shares will be
admitted to the premium segment of the Official List and to trading
on the main market for listed securities of the London Stock
Exchange. MATE has an objective of income generation and capital
growth, while seeking to maintain lower levels of portfolio
volatility than traditional equity portfolios, with the aim of
paying MATE Shareholders a quarterly dividend.
MATE will pursue a multi-asset strategy. MATE will have no set
maximum or minimum exposures to any asset class, geography and
sector of investments and will seek to achieve an appropriate
spread of risk by investing in a diversified global portfolio of
securities and other assets. This flexibility allows the Company to
take advantage of the best opportunities to generate income and
growth.
Dividends
The Company has declared a fourth interim dividend of 2.0 pence
per Ordinary Share on 16 January 2018 which will be paid on 23
February 2018 to Ordinary Shareholders on the Register at close of
business on 26 January 2018 prior to the Wind up Date.
In light of the timing of the fourth interim dividend payment,
relative to the expected Scheme timetable, no dividend reinvestment
will be made available to Shareholders.
Any revenues reserves not distributed to Ordinary Shareholders
by way of dividends as at 28 February 2018 will, subject to
approval of the Proposals by Shareholders, be allocated to the
Ordinary Rollover Pool or the Ordinary Cash Pool on the basis of
the Elections made by Ordinary Shareholders.
Shareholder meetings
The Proposals are conditional on the approval of Shareholders
which is being sought at the General Meetings and the Class
Meetings.
At the First General Meeting, to be held at 12.30 p.m. on 20
February 2018, special resolutions will be proposed which, if
passed, will reclassify the Ordinary Shares and the ZDP Shares
(whether held separately or in the form of Units), authorise the
implementation of the Scheme by the Liquidators and amend the
Articles of Association of the Company for the purposes of
implementing the Scheme. The resolutions to be proposed at the
First General Meeting are conditional of the passing of the
resolutions at the Class Meetings.
At the Ordinary Shareholder Class Meeting, to be held at 12.35
p.m. on 20 February 2018, a special resolution will be proposed to
sanction the implementation of the Scheme and any variation of
Ordinary Shareholder's rights under the Scheme.
At the ZDP Shareholder Class Meeting, to be held at 12.40 p.m.
on 20 February 2018, a special resolution will be proposed to
sanction the implementation of the Scheme and any variation of ZDP
Shareholder's rights under the Scheme.
At the Second General Meeting, to be held at 11.30 a.m. on 28
February 2018, a special resolution will be proposed to approve the
appointment of the Liquidators and the liquidation of the Company
(the "Winding up Resolution"). In accordance with the Articles,
there shall be weighted voting rights on the Winding up Resolution
such that the aggregate number of votes cast in favour of the
Winding up Resolution is four times the aggregate number of votes
cast against the Winding up Resolution and the vote of those
Shareholders entitled to vote shall be taken on a poll. The effect
of these weighted voting rights is to ensure that the Winding up
Resolution will be passed in these circumstances provided that at
least one Shareholder votes in favour.
Each of the above meetings will be held at 60 Victoria
Embankment, London EC4Y 0JP.
If the Scheme is not approved at the First General Meeting or if
the Scheme does not become unconditional, the Winding up Resolution
will, in any event, be put to Shareholders at the Second General
Meeting.
Recommendation
The Board, which has received financial advice from Winterflood,
considers the Proposals set out in the Circular to be in the best
interests of the Company and Shareholders as a whole. In advising
the Board, Winterflood has taken into account the Board's
commercial assessment of the Proposals.
Accordingly, the Board unanimously recommends that Shareholders,
including Unitholders, vote in favour of all of the Resolutions to
be proposed at the General Meetings and the Class Meetings as the
Directors intend to do so in respect of their own beneficial
holdings amounting, in aggregate, to 215,199 Ordinary Shares
(representing 0.31 per cent. of the Ordinary Shares in issue in the
Company) and 47,268 ZDP Shares (representing 0.10 per cent. of the
ZDP Shares in issue in the Company). The Directors have each
confirmed their intention to elect for the Rollover Option in
respect of the Shares held by them.
The choice between the Rollover Option and the Cash Option is a
matter for each Shareholder or Unitholder to decide and will be
influenced by such Shareholder or Unitholder's financial or tax
circumstances and their investment objectives. Shareholders or
Unitholders who are in any doubt as to the contents of the Circular
or as to the action they should take should consult an
appropriately qualified and duly authorised independent financial
adviser without delay.
Expected timetable
2018
Latest time for receipt of Plan 6.00 p.m. on
Forms of Instruction from Plan 9 February
Participants
Latest time for receipt of Plan 12.30 p.m. on
Voting Forms of Direction from 13 February
Plan Participants who hold Shares
or Units for use at the First
General Meeting and the Class
Meetings
Time from which it is advised 6.00 p.m. on
that dealings in Shares and Units 14 February
will be for cash settlement only
and immediate delivery of documents
of title
Latest time for receipt of Forms 12.30 p.m. on
of Proxy from Shareholders (including 16 February
Unitholders) for use at the First
General Meeting
Latest time for receipt of Forms 12.35 p.m. on
of Proxy from Shareholders (including 16 February
Unitholders) for use at the Ordinary
Shareholder Class Meeting
Latest time for receipt of Forms 12.40 p.m. on
of Proxy from Shareholders (including 16 February
Unitholders) for use at the ZDP
Shareholder Class Meeting
Closing of the Company's register 6.00 p.m. on
of members and Record Date for 16 February
participation in the Proposals
Latest time for receipt of Forms 6.00 p.m. on
of Election and TTE Instructions 16 February
from Shareholders (including
Unitholders)
Shares disabled in CREST 6.00 p.m. on
16 February
First General Meeting 12.30 p.m. on
20 February
Ordinary Shareholder Class Meeting 12.35 p.m. on
20 February
ZDP Shareholder Class Meeting 12.40 p.m. on
20 February
Latest time for receipt of Plan 11.30 a.m. on
Voting Forms of Direction from 21 February
Plan Participants who hold Shares
or Units for use at the Second
General Meeting
Payment of fourth interim dividend 23 February
Latest time for receipt of Forms 11.30 a.m. on
of Proxy from Shareholders (including 26 February
Unitholders) for use at the Second
General Meeting
Calculation Date 5.00 p.m. on
26 February
Opening of the Company's register 8.00 a.m. on
of members and commencement of 27 February
dealings in respect of the Reclassified
Shares
Dealings in Reclassified Shares 7.30 a.m. on
suspended 28 February
Second General Meeting 11.30 a.m. on
28 February
Scheme Effective Date and Transfer 1 March
Date
Admission of New MATE Shares 8.00 a.m. 2 March
and dealings in New MATE Shares
commence
CREST accounts credited with 8.00 a.m. 2 March
New MATE Shares
Cheques expected to be despatched on or as soon
in respect of the Cash Option as practicable
and CREST payments made to Shareholders after 5 March
Cheques expected to be despatched on or as soon
in respect of Plan Participants as practicable
electing for the Cash Option after 5 March
Share certificates for New MATE week commencing
Shares issued under the Scheme 5 March
expected to be despatched
Cancellation of the Reclassified as soon as practicable
Shares after the Scheme
Effective Date
This announcement does not contain all the information which is
contained in the Circular. Shareholders and Unitholders should read
the Circular and the JPMorgan Multi-Asset Trust plc prospectus
published on 24 January 2018 to make informed elections under the
Proposals.
Terms used and not defined in this announcement have the
meanings given in the Circular unless the context otherwise
requires.
For further information, please contact:
JPMorgan Funds Limited +44 (0)20 7742
Paul Winship, Company Secretary 4000
Winterflood Investment Trusts
Joe Winkley +44 (0)20 3100
Neil Langford 0000
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCFKQDDNBKBBDB
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