TIDMJGGI
RNS Number : 2042K
JPMorgan Global Growth & Income PLC
19 December 2022
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.
Legal Entity Identifier: 5493007C3I0O5PJKR078
19 December 2022
JPMorgan Global Growth & Income plc
Proposed combination with JPMorgan Elect plc
Results of the Scheme and Issue of Scheme Shares
Results of the Scheme and Issue of Scheme Shares
The Board of JPMorgan Global Growth & Income plc (the
"Company" or "JGGI") is pleased to announce that the Company will
acquire substantially all of the net assets from JPMorgan Elect plc
("JPE") in consideration for the issue of 18,566,416 new ordinary
shares in the capital of JGGI ("Scheme Ordinary Shares") and
26,422,789 new C shares in the capital of the JGGI ("Scheme C
Shares") (Scheme Ordinary Shares and Scheme C Shares together,
"Scheme Shares") in connection with the reconstruction and
voluntary winding up of JPE 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 JPE.
JGGI Ordinary Shares
The number of Scheme Ordinary Shares to be issued to holders of
JPE Managed Income Shares was calculated based on a FAV per JGGI
Ordinary Share of 434.30 pence (the "JGGI Ordinary Share FAV") and
a FAV per JPE Managed Income Share of 99.96 pence, producing a
conversation ratio of approximately 0.230158 JGGI Ordinary Shares
per JPE Managed Income Share rolling over, each calculated in
accordance with the Scheme.
The number of Scheme Ordinary Shares to be issued to holders of
JPE Managed Cash Shares was calculated based on the JGGI Ordinary
Share FAV and a FAV per JPE Managed Cash Share of 103.24 pence,
producing a conversion ratio of approximately 0.237709 JGGI
Ordinary Shares per JPE Managed Cash Share rolling over, each
calculated in accordance with the Scheme.
As set out in the shareholder circular published by the Company
on 21 November 2022 (the "Circular"), fractions of Scheme Ordinary
Shares arising as a result of the conversion ratio will not be
issued under the Scheme and entitlements to such Scheme Ordinary
Shares will be rounded down to the nearest whole number.
JGGI C Shares
The FAV per JPE Managed Growth Share was 978.00 pence,
calculated in accordance with the Scheme. Holders of JPE Managed
Growth Shares will receive Scheme C Shares on the basis of one
Scheme C Share for each JPE Managed Growth Share held on the Record
Date.
Admission
Applications have been made for the Scheme Shares to be admitted
to the premium segment of the Official List of the Financial
Conduct Authority and to trading on the main market for listed
securities of the London Stock Exchange (together, "Admission"). It
is expected that Admission will take place at 8.00am on 20 December
2022.
Following the issue of the Scheme Shares noted above, the
Company's share capital will comprise 320,702,087 Ordinary Shares
(excluding treasury shares) and 26,422,789 C Shares, with each
Ordinary Share and each C Share entitled to one voting right per
Ordinary Share or C Share such that, following Admission, the total
voting rights of the Company will be 347,124,876. As at 19 December
2022 there were 343,261 Ordinary Shares held in treasury.
The figure of 347,124,876 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.
Overseas Shareholders
As set out in the Circular, Scheme Shares which would otherwise
be issued to an Overseas Excluded JPE Shareholder pursuant to the
Scheme will instead be allotted to the Liquidators as nominees on
behalf of such Overseas Excluded JPE Shareholder who will arrange
for such shares to be sold promptly by Winterflood Securities
Limited, the Company's broker. The proceeds of such sales will be
paid to relevant Overseas Excluded JPE Shareholders entitled to
them within ten Business Days of the date of sale.
Capitalised terms used but not defined in this announcement will
have the same meaning as set out in the Circular.
For further information:
JPMorgan Global Growth & Income
plc Contact via Company Secretary
Tristan Hillgarth
JPMorgan Funds Limited
Simon Crinage
Simon Elliott
Fin Bodman 020 7742 4000
JPMorgan Funds Limited (Company
Secretary)
Divya Amin 020 7742 4000
Winterflood Investment Trusts
Neil Langford
Chris Mills 020 3100 0000
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCFFLFDUEESELE
(END) Dow Jones Newswires
December 19, 2022 08:49 ET (13:49 GMT)
Jpmorgan Global Growth &... (LSE:JPGI)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Jpmorgan Global Growth &... (LSE:JPGI)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024