TIDMJPI TIDMJPIU TIDMJPIZ
RNS Number : 4409F
JPMorgan Income & Capital Trust PLC
20 February 2018
20 February 2018
JPMORGAN INCOME & CAPITAL TRUST PLC
Results of Rollover Elections, First General Meeting and Class
Meetings
Results of Rollover Elections
Legal Entity Identifier: 549300VB8OIJVLR6HX75
The Board is pleased to announce that JPMorgan Income &
Capital Trust plc (the "Company") has received elections that, on
the basis of the latest published net asset values of the Ordinary
Shares and Zero Dividend Preference Shares, equates to a rollover
of in excess of GBP80 million into the new investment trust,
JPMorgan Multi-Asset Trust plc ("MATE"), in connection with the
proposed reconstruction, voluntary winding-up and rollover of the
Company (the "Scheme"). This does not include amounts subscribed in
the intermediaries offer and offer for subscription, which both
close on the 26 February 2018, or the institutional placing which
closes on the 27 February 2018.
Pursuant to the Scheme the Company received the following
elections (including deemed elections) in connection with the
Proposals:
Elections from Elections from Elections from
Scheme Option Ordinary Shareholders ZDP Shareholders Unitholders
----------------- ----------------------- ------------------ ---------------
New MATE Shares 31,421,094 14,393,951 5,737,747
----------------- ----------------------- ------------------ ---------------
Cash Option 23,649,526 25,475,168 1,005,334
----------------- ----------------------- ------------------ ---------------
Therefore, the Company's Ordinary Shares, including those held
in Units (being two Ordinary Shares per Unit), will be reclassified
as follows:
-- 42,896,588 Ordinary Shares with "A" rights - being Ordinary
Shares with the right to receive New MATE Shares; and
-- 25,660,194 Ordinary Shares with "C" rights - being Ordinary
Shares with the right to receive cash.
The Company's ZDP Shares, including those held in Units (being
one ZDP Share per Unit), will be reclassified as follows:
-- 20,131,698 ZDP Shares with "B" rights - being ZDP Shares with
the right to receive New MATE Shares; and
-- 26,480,502 ZDP Shares with "D" rights - being ZDP Shares with the right to receive cash.
The amendment to the listing of Shares has been requested and
dealings in the Reclassified Shares are expected to commence at
8.00 a.m. on Tuesday 27 February 2018, and the listing and dealings
in Reclassified Shares is subsequently expected to be suspended at
7.30 a.m. on Wednesday 28 February 2018.
Results of First General Meeting and Ordinary Shareholders Class
Meeting and adjournment of ZDP Shareholders Class Meeting
The Board is pleased to announce that each of the special
resolutions, which were put forward at both the First General
Meeting and the Ordinary Shareholder Class Meeting held today in
connection with the Scheme, have been passed by Shareholders. The
ZDP Shareholder Class Meeting due to be held today has been
adjourned in accordance with the Company's articles of association
for lack of quorum. As such, the special resolutions passed at the
First General Meeting remain conditional upon the passing of the
resolution to be proposed at the ZDP Shareholder Class Meeting
which has been adjourned until Monday 26 February 2018 at 11.00
a.m. The adjourned meeting will be held at the offices of J.P.
Morgan Asset Management, 60 Victoria Embankment London EC4Y
0JP.
The proxy votes cast on the resolutions are included at the end
of this announcement.
The full text of the special resolutions can be found in the
Notice of First General Meeting, Notice of Ordinary Shareholders
Class Meeting and Notice of ZDP Shareholders Class Meeting (as
applicable) contained in the Company's circular to Shareholders
dated 24 January 2018 (the "Circular"). The Circular is available
for viewing at the National Storage Mechanism which can be located
at http://www.morningstar.co.uk/uk/NSM. The Circular is also
available in electronic format on the Company's website,
www.jpmincomeandcapital.co.uk.
A summary of proxy votes received will also shortly be available
on the Company's website, www.jpmincomeandcapital.co.uk.
Defined terms used in this announcement have the meanings given
in the Circular unless the context otherwise requires.
Enquiries:
JPMorgan Funds Limited
Paul Winship, Company Secretary +44 (0)20 7742 4000
Winterflood Investment Trusts
Neil Langford
Chris Mills +44 (0)20 3100 0000
Results of the First General Meeting
The proxy votes cast on the resolutions put forward at the First
General Meeting (together, the "First GM Special Resolutions") are
set out below:
Votes Votes
Resolution number Votes For % Against % Votes Total % ISC Withheld
-------------------------- ----------- ------- --------- ------ ------------ ------- ----------
1. Reclassify
the Ordinary Shares
and ZDP Shares
and amend the
Articles of Association
for the purposes
of implementing
the Scheme 42,167,461 98.86% 484,883 1.14% 42,652,344 37.03% 35.618
-------------------------- ----------- ------- --------- ------ ------------ ------- ----------
2. Authorise the
implementation
of the Scheme
by the Liquidators 42,148,609 98.86% 484,883 1.14% 42,633,492 37.02% 54,470
-------------------------- ----------- ------- --------- ------ ------------ ------- ----------
Results of the Ordinary Shareholders Class Meeting
The proxy votes cast on the resolution put forward at the
Ordinary Shareholders Class Meeting are set out below:
Votes Votes
Resolution number Votes For % Against % Votes Total % ISC Withheld
-------------------------- ----------- ------- --------- ------ ------------ ------- ----------
1. Sanction and
consent to (a)
the passing and
carrying into
effect the First
GM Special Resolutions;
(b) the implementation
of the Scheme;
and (c) any variation
or abrogation
of the rights
attached to the
Ordinary Shares
which will or
may result from
the implementation
of the Scheme. 29,545,348 99.93% 20,633 0.07% 29,565,981 43.13% 10,913
-------------------------- ----------- ------- --------- ------ ------------ ------- ----------
Notes:
The information in this announcement is for background purposes
only and does not purport to be full or complete. No reliance may
be placed for any purpose on the information contained in this
announcement or its accuracy or completeness. The material set
forth herein is for information purposes only
This information is provided by RNS
The company news service from the London Stock Exchange
END
ROMFMGZZVGMGRZM
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February 20, 2018 11:34 ET (16:34 GMT)
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