TIDMJDT
RNS Number : 1055U
Jupiter Dividend & Growth Trust PLC
19 October 2017
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 OR THE REPUBLIC OF
SOUTH AFRICA
19 October 2017
JUPITER DIVID & GROWTH TRUST PLC
Scheme of Reconstruction - Publication of Circular
The Company will reach the end of its planned life on 30
November 2017. On 13 September 2017, it was announced that the
Company had agreed in principle to proposals with Jupiter UK Growth
Investment Trust PLC (Jupiter UK Growth) under which the Company,
through a scheme of reconstruction expected to be effected under
section 110 of the Insolvency Act 1986, will be wound up
voluntarily and Shareholders will be offered a choice of:
-- rolling over their investment on a cost and tax efficient
basis into new ordinary shares to be issued by Jupiter UK Growth;
and/or
-- electing for a cash exit at the final asset value of their
Shares calculated in accordance with the Articles.
The Board is pleased to announce that the circular in connection
with the Proposals and containing notices of the General Meetings
(the "Circular") has been published.
Jupiter UK Growth is an investment trust which aims to achieve
capital appreciation by investing principally in companies which
are listed and/or which undertake a significant proportion of their
business in the UK. As well as Jupiter UK Growth offering
Shareholders a similar investment exposure, it was important to the
Board's consideration that Jupiter UK Growth implements a discount
and premium policy under which it uses share buy-backs and issues
with the intention of ensuring that, in normal market conditions,
the market price of its shares tracks their underlying net asset
value.
In its planning for the winding-up, the Board has been conscious
that the Terminal Asset Value per Ordinary Income Share (if any)
and the Terminal Asset Value per Common Share will be sensitive to
the costs of the Proposals. We are therefore pleased to note that
the manager (JUTM) has, conditional on the passing of the special
resolutions to be proposed at the First General Meeting, proposed a
payment to the Company intended to limit the costs incurred to a
level that would be expected on a standalone winding up.
The Proposals are subject to the approval of both the Company's
shareholders and shareholders of Jupiter UK Growth.
The circular will shortly be available on the Company's website
at www.jupiteram.com and on the National Storage Mechanism at
www.morningstar.co.uk/uk/NSM.
The Proposals
Under the Proposals, the Company will be wound up on the Wind-up
Date by means of a members' voluntary liquidation pursuant to a
scheme of reconstruction under section 110 of the Insolvency Act
and Shareholders can choose to receive ordinary shares in Jupiter
UK Growth and/or cash in respect of all or part of their holding of
Shares in the Company.
The Jupiter UK Growth Shares to be issued under the Scheme will
be issued at a price equivalent to the NAV per Jupiter UK Growth
Share as at the Calculation Date plus an issue premium as set out
under "Costs of the Proposals" below.
Shareholders (other than Restricted Shareholders) who do not
choose one or more of the options set out will be treated as having
chosen to rollover their entire investment in the Company into
Jupiter UK Growth Shares.
Benefits of the Proposals
Benefits for all Shareholders
The Directors consider that the Proposals should have the
following benefits for all Shareholders:
-- they 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 Jupiter UK Growth Shares; (ii) receive cash; or (iii)
receive a combination of cash and Jupiter UK Growth Shares; and
-- they save on costs that would otherwise be incurred on the
realisation of the Company's portfolio on a winding-up as certain
assets are expected to be transferred to Jupiter UK Growth.
Furthermore, the administration of the Company in liquidation is
likely to be less complex, and therefore less expensive, than a
simple liquidation of the Company.
Benefits for Shareholders who choose to rollover into Jupiter UK
Growth Shares
The Directors consider that the Proposals should have the
following additional benefits for Shareholders who choose to, and
do, rollover their investment in the Company into Jupiter UK Growth
Shares:
-- they will enable those Shareholders to retain market exposure
through another investment trust managed by JAM and, for certain
Shareholders, to continue to receive investment returns without
triggering an immediate liability to capital gains tax; and
-- they will enable those Shareholders to avoid dealing and
other costs associated with a share purchase in the secondary
market.
Shareholders who are in any doubt as to the contents of this
announcement or as to the action to be taken should immediately
seek their own personal financial advice from an appropriately
qualified independent adviser authorised under the Financial
Services and Markets Act 2000.
Final Interim Dividend
The Directors intend to declare a final interim dividend,
payable to holders of Common Shares and Ordinary Income Shares (in
the Common Share Proportion and the Ordinary Income Share
Proportion respectively) prior to the Effective Date, equal to the
revenue profits of the Company (including accumulated revenue
reserves) at the relevant date. The final interim dividend will be
paid on 23 November 2017 to Common Shareholders and Ordinary Income
Shareholders who are on the Register as at close of business on 3
November 2017. Any balance accruing to the Company's revenue
reserve after the final interim dividend has been declared (if any)
will be included in the calculation of Total Assets for the
purposes of calculating the Final Capital Entitlement per ZDP
Share, the Terminal Asset Value per Common Share and the Terminal
Asset Value per Ordinary Income Share (if any).
Conditions to the Scheme
The Scheme is conditional upon, amongst other things:
(i) the passing of all the Resolutions to be proposed at: (a)
the ZDP Shareholders' Class Meeting; (b) the Common Shareholders'
Class Meeting; (c) the Ordinary Income Shareholders' Class Meeting;
(d) the First General Meeting; and (e) the Second General Meeting
and all conditions to such Resolutions (excluding any condition
relating to the passing of any other Resolution) being
fulfilled;
(ii) the passing of the Jupiter UK Growth Resolution;
(iii) the UK Listing Authority agreeing to amend the listing of the Shares to reflect their reclassification as Reclassified Shares for the purpose of implementing the Scheme;
(iv) the UK Listing Authority having agreed to admit the Jupiter
UK Growth Shares which are to be issued under the Scheme to the
premium segment of the Official List and the London Stock Exchange
having agreed to admit such Jupiter UK Growth Shares to trading on
the premium segment of the main market for listed securities of the
London Stock Exchange; and
(v) the Directors not resolving to abandon the Scheme.
In the event that any of conditions (i), (ii), (iii) and (iv)
fails to be satisfied, the Winding-up Resolution will, in any
event, be put to Shareholders at the Second General Meeting, which
will place the Company into members' voluntary liquidation and
appoint the Liquidators.
The Rollover Vehicle - Jupiter UK Growth Investment Trust
PLC
Jupiter UK Growth is an investment trust company whose ordinary
shares are admitted to the premium segment of the Official List and
to trading on the premium segment of the main market for listed
securities of the London Stock Exchange.
Jupiter UK Growth employs Jupiter Unit Trust Managers Limited
(JUTM) as its Alternative Investment Fund Manager, which, in turn,
delegates portfolio management to Jupiter Asset Management Limited
(JAM) to manage its assets actively. Jupiter UK Growth is managed
by a different portfolio manager to the Company, who has a more UK
focused investment strategy. Unlike the Company, Jupiter UK Growth
has only one class of shares in issue, being ordinary shares, and
these will be the shares which Shareholders electing for the
Jupiter UK Growth Shares Option will receive.
As at the Latest Practicable Date, Jupiter UK Growth had
unaudited net assets of GBP44.62m (338.29 pence per Jupiter UK
Growth Share) and a market capitalisation of approximately GBP43.66
million.
Jupiter UK Growth implements a discount and premium policy under
which it uses share buy-backs and issues with the intention of
ensuring that, in normal market conditions, the market price of its
ordinary shares tracks their underlying net asset value.
Shareholders should note that, unlike the Company, Jupiter UK
Growth has an unlimited life and, therefore, Shareholders who elect
for the Jupiter UK Growth Shares Option and who subsequently wish
to realise their investment in Jupiter UK Growth will be required
to dispose of their Jupiter UK Growth Shares in the market.
Further information on Jupiter UK Growth is set out in the
Jupiter UK Growth Prospectus. The audited reports and accounts of
Jupiter UK Growth for the years ended 30 June 2017, 30 June 2016
and 30 June 2015 are available at www.jupiteram.com.
Costs of the Proposals
The costs of the Proposals incurred by the Company (including
all advisers' fees, printing and other ancillary costs of the
Proposals) are expected to be approximately GBP380,000 (inclusive
of VAT).
As noted above, conditional on the passing of the special
resolutions to be proposed at the First General Meeting, JUTM has
agreed to contribute GBP100,000 such that the net costs of the
Proposals to Shareholders (excluding any dealing costs to realign
or realise the Company's portfolio), will be limited to
approximately GBP280,000 (inclusive of VAT) which is approximately
the amount which would have been incurred had the Scheme not been
put forward and the Company simply placed into liquidation at the
end of its fixed life.
Those Shareholders who choose to receive Jupiter UK Growth
Shares for some or all of their investment will also incur costs
equal to the Issue Premium applicable to the Jupiter UK Growth
Shares issued under the Scheme. This Issue Premium is intended to
defray the costs which will be incurred by Jupiter UK Growth in
respect of its participation in the Scheme.
The level of the Issue Premium will depend on the value of the
assets to be transferred to Jupiter UK Growth under the Scheme. If
the value of these assets is up to GBP30 million then the Issue
Premium will be set at 0.75 per cent. However, if their value
exceeds GBP30 million, the Issue Premium will reduce on a straight
line basis so that at a value of GBP60 million, the Issue Premium
will be 0.45 per cent. To the extent that the Issue Premium does
not cover the costs of Jupiter UK Growth's participation in the
Scheme, JUTM has agreed to make a contribution of up to GBP100,000
(and no less than GBP50,000) to meet any shortfall.
The stamp duty incurred on the in specie transfer of assets from
the Company to Jupiter UK Growth pursuant to the Transfer Agreement
will be paid by the enlarged Jupiter UK Growth and spread across
the existing shareholders of Jupiter UK Growth as well as the
Company's shareholders electing to roll over.
Liquidation Fund
Before any assets are transferred to Jupiter UK Growth under the
Scheme or set aside to pay Shareholders who have elected for cash,
the Liquidators will retain cash and other assets in the
Liquidation Fund in an amount which they consider sufficient to
provide for all liabilities of the Company (including tax and
contingent liabilities and an amount for unknown and unascertained
liabilities of the Company). The retention in respect of unknown
and unascertained liabilities is currently expected to be
GBP50,000. Further details of the Liquidation Fund are set out in
Part II of this document.
Restricted Shareholders and Overseas Shareholders
Restricted Shareholders and Overseas Shareholders should refer
to the section headed "Restricted Shareholders and Overseas
Shareholders" in Part of the circular.
Shareholder Meetings
As described above, the Proposals are conditional on the
approval of Shareholders which is being sought at the Class
Meetings, the First General Meeting and the Second General
Meeting.
At each of the Class Meetings, the holders of the relevant class
of Shares will be asked to vote on a special resolution to approve
the special resolutions to be proposed at the First General Meeting
and to approve any variation to the special rights attached to
their Shares resulting from the amendments to the Articles proposed
pursuant to the Proposals.
At the First General Meeting special resolutions will be
proposed which, if passed, will reclassify the ZDP Shares, the
Common Shares and the Ordinary Income Shares, authorise the
implementation of the Scheme by the Liquidators and amend the
Articles for the purposes of implementing the Scheme.
At the Second General Meeting, a special resolution will be
proposed which will appoint the Liquidators and the Company will be
placed into liquidation (the Winding-up Resolution).
If the special resolutions to be proposed at the Class Meetings
or at the First General Meeting are not passed or (in the case of
the special resolutions to be proposed at the First General
Meeting) do not otherwise become unconditional, the special
resolution to be proposed at the Second General Meeting will still
be proposed and is guaranteed to be passed (as a result of weighted
voting rights contained in the Articles) and the Company will in
any event be placed into liquidation on the date of the Second
General Meeting. In these circumstances, all Shareholders will
receive cash distributions in the Company's liquidation, to the
extent they are entitled to such distributions under the
Articles.
Expected timetable
2017
Expected declaration of the final 26 October
interim dividend payable to Common
Shareholders and Ordinary Income
Shareholders
Ex dividend date for final interim 2 November
dividend payable to Common Shareholders
and Ordinary Income Shareholders
Record date for the final interim close of business on 3 November
dividend payable to Common Shareholders
and Ordinary Income Shareholders
Latest time for receipt of Forms 10.00 a.m. on 20 November
of Proxy from ZDP Shareholders
for use at the ZDP Shareholders'
Class Meeting
Latest time for receipt of Forms 10.05 a.m. on 20 November
of Proxy from Common Shareholders
for use at the Common Shareholders'
Class Meeting
Latest time for receipt of Forms 10.10 a.m. on 20 November
of Proxy from Ordinary Income
Shareholders for use at the Ordinary
Income Shareholders' Class Meeting
Latest time for receipt of Forms 10.15 a.m. on 20 November
of Proxy from Shareholders for
use at the First General Meeting
Record Date for participation close of business on 21 November
in the Proposals
Latest time for receipt of Forms 1.00 p.m. on 21 November
of Election and TTE Instructions
from Shareholders
ZDP Shareholders' Class Meeting 10.00 a.m. on 22 November
Common Shareholders' Class Meeting 10.05 a.m.(1) on 22 November
Ordinary Income Shareholders' 10.10 a.m.(1) on 22 November
Class Meeting
First General Meeting 10.15 a.m.(1) on 22 November
Payment of final interim dividend 23 November
payable to Common Shareholders
and Ordinary Income Shareholders
Date and time from which is it 8.00 a.m. on 27 November
advised that dealings in Shares
will be for cash settlement only
and immediate delivery of documents
of title
Latest time for receipt of Forms 10.00 a.m. on 28 November
of Proxy from Shareholders for
use at the Second General Meeting
Calculation Date close of business on 28 November
Shares disabled in CREST Close of business on 28 November
Shares reclassified as Reclassified 8.00 a.m. on 29 November
Shares in the Official List and
commencement of dealings in respect
of the Reclassified Shares
Dealings in Reclassified Shares 7.30 a.m. on 30 November
suspended
Second General Meeting 10.00 a.m. on 30 November
Effective Date 30 November
Admission of Jupiter UK Growth 8.00 a.m. on 1 December
Shares issued under the Scheme
and dealings in Jupiter UK Growth
Shares commence
CREST accounts credited with 1 December
Jupiter UK Growth Shares issued
under the Scheme
Cheques expected to be despatched week commencing 4 December
and CREST payments made to Shareholders
in respect of the Cash Option
Share certificates for Jupiter week commencing 4 December
UK Growth Shares issued under
the Scheme expected to be despatched
Cancellation of the Reclassified as soon as practicable after
Shares the 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 Jupiter UK Growth Prospectus 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:
Jupiter Asset Management Limited
Richard Pavry +44 (0)20 3817 1496
Numis Securities Limited
Nathan Brown +44 (0)20 7260 1426
[1] Or as soon thereafter as the immediately preceding meeting
shall have been concluded or adjourned.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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