TIDMJPE TIDMJPEI TIDMJPEC
RNS Number : 5122G
JPMorgan Elect PLC
15 November 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, NEW
ZEALAND, 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: 549300FIUYKKL39ILD07
15 November 2022
JPMorgan Elect plc
Publication of Circular
Further to the announcement of 27 October 2022 by the Board of
JPMorgan Elect plc ("JPE" or the "Company") with regard to the
proposed combination of the assets of the Company with JPMorgan
Global Growth & Income plc ("JGGI") by means of a scheme of
reconstruction (the "Scheme") and voluntary winding up of the
Company pursuant to section 110 of the Insolvency Act 1986 (the
"Proposals"), the Board is pleased to announced that the Company
has today published a circular to the Company's shareholders
("Shareholders") in connection with the Proposals (the
"Circular").
If the Scheme becomes effective, Shareholders will, subject to
the terms and conditions set out in the Circular, roll over their
holdings of JPE Shares into New JGGI Shares.
Defined terms used in this announcement have the meanings
ascribed to them in the Circular unless the context otherwise
requires.
Background
The Board announced on 27 October 2022 that it had agreed heads
of terms for a combination of the assets of the Company with JGGI
by means of the Scheme. While the tax circumstances of individual
Shareholders will differ, this structure is designed to ensure that
the Transaction does not trigger a capital gains tax liability for
UK taxpayers who do not sell their JPE Shares.
For some time, the Board has been concerned about the
performance of the Income Share class, which ranks towards the
bottom third of its peer group. The need to ensure that the
dividend payable to Income Shareholders remains attractive has been
gradually eroding the Company's reserve base and has meant that the
Company has not provided Income Shareholders with much capital
growth. As the Board sought solutions for this issue, a full review
of the Company and its prospects seemed appropriate. During this
process, it became clear that the Company faced certain fundamental
difficulties, which the Board considered were only likely to worsen
with time:
1. The complex structure of the Company is not having its
desired effect of attracting new investors. Part of the rationale
for the structure of JPE was that Shareholders would be able to
switch between Share classes (Income, Growth and Cash) on a
tax-free basis. This facility has not been widely used.
Furthermore, a significant percentage of the Shares of the Company
is now held in tax wrappers (e.g. ISAs), where the tax-free
switching facility is irrelevant.
2. As a consequence of this waning demand, in order to manage
the Share price discount to NAV, the Company itself has been a
significant buyer of its own Shares in the market over the past few
years, including pursuant to the quarterly repurchase facility
available to Cash Shareholders. As the Company shrinks, its costs
per Share increase, and indeed in the Board's view such costs are
now too high, particularly in respect of the Growth Shares which
are subject to both direct and, as a result of investing in
underlying funds, indirect costs. The Board believes such high
costs are another detractor from investor demand.
3. For holders of Growth Shares, the "fund of funds" approach
has added volatility to the NAV returns and by association to the
Share price. Instead of a straightforward exposure to global
markets, the instruments available to the Manager have led to a
skewed regional and thematic approach which in the Board's view has
not always delivered the desired results and has made it difficult
to attract new investors. The Board believes Growth Shareholders
would be better served by a straightforward exposure to a "core
global" strategy with an explicit objective of producing returns
ahead of global benchmarks.
Following this review, the Board concluded that a liquidation
and combination with another investment trust would be the best
solution and engaged an independent consultant to consider the
Company's options. Having considered a range of potential merger
partners managed by different investment managers, the Board
concluded that a combination with JGGI would be in the best
interests of Shareholders for the following reasons:
1. JGGI's performance has been excellent in most market
conditions. It has consistently outperformed most of its
competitors and its investment process makes effective use of J.P.
Morgan's global research resources. Over the five years ended 30
June 2022, the NAV total return of JGGI has been 9.99 per cent. per
annum, representing an outperformance of 1.54 per cent. against the
Benchmark. The style of the JGGI portfolio is "core global",
avoiding excessive exposure to fads and fashions while emphasising
quality. JGGI also has a strong ESG process which the Board
considers is fit for the modern era.
2. JGGI has an income target, with a stated intention to pay a
quarterly dividend of a minimum of 4 per cent. per annum of JGGI's
NAV as at the end of the preceding financial year. Since this
dividend policy was put in place in 2016, JGGI's dividends per
Share have increased from 3.20 pence to 17.00 pence. The Board
understands that not all Shareholders are interested in receiving
income, and in particular the Growth Shareholders are understood to
be primarily focused on capital growth. However, the Board expects
that rolling Shareholders into a vehicle which pays out
substantially all income received, to be unobjectionable to
Shareholders, including those with holdings of Growth Shares. For
the Income Shareholders, the combination with JGGI should still
result in receiving a healthy yield while also promoting long term
capital growth exceeding that of their existing holding of Income
Shares.
3. JGGI has an effective long term discount control policy which
aims to maintain an average discount to NAV of 5 per cent. or less.
It also has scale and liquidity with net assets of GBP1.4 billion
and average daily trading volume of 1.6 million shares, both of
which are important in facilitating the effective management of the
discount. While the discount at which the shares of an investment
trust trade varies, the Board believes that the factors on top of
scale and liquidity which point towards a low and stable discount
include a diversified shareholder base and a firm and proven
commitment to maintaining a tight discount. In these areas, JGGI
scores highly, as evidenced by the discount record since the new
discount control policy was adopted in 2016, with JGGI trading at
an average premium of 1.9 per cent. over this period and at an
average premium over the one year to 10 November 2022 of 1.0 per
cent.
4. The fee scale of JGGI is very competitive and following
completion of the Scheme, the initial weighted average management
fee would be 0.45 per cent. of JGGI's net asset value.
5. JGGI has taken advantage of its strong track record and has
seized the opportunity to be a sector consolidator, having recently
completed the rollover of The Scottish Investment Trust plc
pursuant to a section 110 scheme of reconstruction. JGGI's
underlying investment process is scalable and as it grows, the
relative costs borne by each of its shareholders shrinks. If the
Transaction completes as proposed, JGGI will be one of the larger
global investment trusts.
In conducting its review of the Company's future, the Board
sought a long-term solution offering Shareholders investment in a
stable and robust vehicle with the scale and marketability to be
attractive to a broad range of investors and with appropriate
policies to protect shareholder interests. The Board believes that
the proposed combination with JGGI offers Shareholders all of
this.
Overview of the Transaction
In order to complete the Transaction, Shareholder approval for
the Scheme is required at the First General Meeting and the Class
Meetings and, if such approval is forthcoming, further Shareholder
approval is then required at the Second General Meeting in order to
take the formal steps of winding-up the Company voluntarily,
appointing the Liquidators to implement the Scheme and applying for
the cancellation of the listing of the Shares on the Official List
pursuant to the Listing Rules. In accordance with the Scheme,
Shareholders will be allotted New JGGI Ordinary Shares (in respect
of holdings of Cash Shares or Income Shares) or New JGGI C Shares
(in respect of holdings of Growth Shares) at the point at which the
Company enters liquidation.
If Shareholder approval for the Scheme is granted at the First
General Meeting, the Company and/or the AIFM (or their agents) will
to the extent practicable seek to realign the Company's portfolios
prior to the Effective Date so that, immediately prior to the
Scheme taking effect, the Company will hold, in addition to assets
destined to become the Liquidation Pool, investments which are
suitable to be held by JGGI in accordance with its current
investment policy. However, given the less liquid nature of some of
the investments in the Growth Portfolio, it is expected that a
significant proportion of such investments will not be disposed of
prior to the Effective Date but will rather simply transfer to JGGI
under the Transfer Agreement. Consequently, it is expected
that:
-- investments in the Income Portfolio and the Cash Portfolio
will, prior to the Scheme taking effect, be disposed of and the
proceeds used to acquire investments for the Income Portfolio or
the Cash Portfolio (respectively) which align with JGGI's current
investment policy. These investments will be transferred to JGGI as
part of the Scheme in exchange for the issue of New JGGI Ordinary
Shares, as described further below; and
-- investments in the Growth Portfolio will: (a) to the extent
practicable, be disposed of and the proceeds used to acquire
investments for the Growth Portfolio which align with JGGI's
current investment policy; and (b) in the case of less liquid
investments (expected to be a significant proportion of the
investments currently in the Growth Portfolio) be retained within
the Growth Portfolio. All such investments will be transferred to
JGGI under the Transfer Agreement in exchange for the issue of New
JGGI C Shares. These investments will be held by JGGI as a separate
pool of assets attributable to the New JGGI C Shares until such
time as the assets attributable to the New JGGI C Shares have been
aligned with JGGI's current investment policy to the satisfaction
of the JGGI Board, at which point the JGGI Board will convert the
New JGGI C Shares into JGGI Ordinary Shares on a NAV for NAV basis
in accordance with the JGGI Articles.
JPMorgan Global Growth & Income plc's strategy and
performance
As noted above, if the Scheme becomes effective, Shareholders
will rollover their holdings of JPE Shares into New JGGI Shares.
Full details on JGGI are set out in Part 2 of the Circular and in
the JGGI Prospectus (which will be available on or around 21
November 2022 at
https://am.jpmorgan.com/gb/en/asset-management/per/funds/investment-trusts/global-growth-and-income-investment-trust
), but key information is summarised below.
JGGI Strategy
JGGI seeks to select companies with the most compelling
long-term strategies and is well-positioned for future trends. JGGI
is driven by a Bottom-up Stock Selection process, with a best ideas
portfolio allocating a larger weighting to the most preferred
stocks when compared to their weighting in the index. This approach
makes use of the full resources of J.P. Morgan (including 80 expert
analysts worldwide) and JGGI's investment trust structure, offering
useful diversification for investors seeking reliable levels of
income.
JGGI's investment manager deploys JGGI's investment strategy in
a style-neutral way and has built this strategy on an approach
where the investment manager seeks to add incremental value to the
portfolio by capitalising on mis-valuations in equity markets via a
risk-controlled bias towards attractively ranked securities within
regional sectors while minimising sector, region, and style
risk.
Given this approach, JGGI's portfolio broadly remains similar in
sector and style to the Benchmark, while incrementally over/under
weighting at the stock specific level within regional sectors in
order to outperform the Benchmark at the Bottom-up Stock Selection
level. This is evidenced by JGGI's long-term attribution, where the
vast majority of outperformance being produced is due to stock
selection within sectors and regions.
JGGI's initial active positions in investee companies typically
range from 0.5 per cent. to 1.5 per cent. and the size of an
initial position is determined by various factors, including the
strength of the valuation signal, the investment manager's level of
insight and its conviction in the investment case. Individual stock
weights, once a full position has been established, are typically
between +/-5 per cent. relative to the Benchmark. For JGGI, the
investment manager's goal is to derive the majority of portfolio
risk from stock specific factors, such as valuation or expected
future earnings growth. JGGI's investment manager believes risk
management to be central to the investment management process.
As at 10 November 2022, this process had delivered a NAV total
return (net of fees) of 2.61 per cent. per annum over the MSCI All
Country World Index since inception on 30 September 2008.
Performance
The NAV total return of JGGI, the Growth Shares, the Income
Shares, the Cash Shares and the Benchmark over various time periods
to 10 November 2022 (being the latest practicable date prior to
publication of the Circular) is set out below. While the data shown
are not directly comparable, the Board believes they illustrate
that an investment in JGGI is attractive for all classes of
Shareholders.
NAV Total Return (%)
Over 1 Over 3 Over 5 Over 10
year years years years
------- ------- ------- --------
JPMorgan Global Growth &
Income plc 2.1 50.3 70.5 269.5
------- ------- ------- --------
JPMorgan Elect plc - Growth
Shares -10.1 20.7 35.0 181.9
------- ------- ------- --------
JPMorgan Elect plc - Income
Shares -4.9 7.6 8.6 83.4
------- ------- ------- --------
JPMorgan Elect plc - Cash
Shares 0.4 1.4 3.2 5.9
------- ------- ------- --------
MSCI All Country World Index
(Sterling) -5.1 28.7 51.0 209.7
------- ------- ------- --------
Source: (c) Morningstar 2022, in each case to 10 November 2022.
Past performance is not a guide to current and future performance.
The value of your investments and any income from them may fall as
well as rise and you may not get back the full amount you
invested.
Dividend policy
The JGGI Board's current intention is to pay quarterly dividends
over the course of each financial year which, in aggregate, total
at least 4 per cent. of the net asset value of JGGI as at the end
of the preceding financial year. Accordingly, at the start of each
financial year the JGGI Board announces the distribution it intends
to pay to shareholders in the forthcoming year in four equal
instalments. JGGI has the ability to pay dividends out of capital
and does currently pay its dividends, in part, out of its realised
capital profits.
JGGI declared dividends totalling 16.96 pence per JGGI Share in
respect of the financial year commencing 1 July 2021, which
represented an annual dividend equivalent to 4.22 per cent. of
JGGI's unaudited net asset value (cum income with debt at fair
value) as at 30 June 2022.
JGGI has announced that in relation to the year commencing 1
July 2022, it intends to pay dividends totalling 17.00 pence per
JGGI Share (being 4.25 pence per share per quarter), which
represents an annual dividend equivalent to 4.23 per cent. of the
unaudited net asset value (cum income with debt at fair value) as
at 30 June 2022.
Benefits of the Transaction
The Board notes a number of attractions to a combination with
JGGI:
Strong historic investment performance : Over the five years
ended 30 June 2022, the NAV total return of JGGI was 9.99 per cent.
per annum, representing outperformance of 1.54 per cent. per annum
against the Benchmark.
Since 30 June 2022, JGGI has continued to demonstrate steady
performance, despite market volatility and currency fluctuations.
Market appreciation of this steady performance can be seen in
JGGI's persistent trading at a premium to net asset value and its
ongoing tap issuance throughout this year.
Style-agnostic : The JGGI investment strategy is agnostic as
between value and growth, focusing purely on the best total return
opportunities. This affords the investment manager greater
flexibility to invest in value stocks or growth stocks as it sees
fit than is possible under the Company's investment strategy.
Attractive dividend : JGGI has a distribution policy which
targets aggregate dividends in each financial year representing at
least 4 per cent. of JGGI's net asset value at the end of the
preceding financial year. The declared dividends totalling 16.96
pence per JGGI Share in respect of the financial year commencing 1
July 2021 represented an annual dividend equivalent to 4.22 per
cent. of JGGI's unaudited net asset value (cum income with debt at
fair value) as at 30 June 2022. By way of comparison, the dividends
totalling 4.80 pence per Income Share declared by the Company in
respect of its last financial year (ended 31 August 2022)
represented an annual dividend equivalent to 4.79 per cent. of the
net asset value of the Income Portfolio (cum income with debt at
fair value) as at 31 August 2022.
JGGI has announced that in relation to the year commencing 1
July 2022, it intends to pay dividends totalling 17.00 pence per
JGGI Share (being 4.25 pence per share per quarter), which
represents an annual dividend equivalent to 4.23 per cent. of the
unaudited net asset value (cum income with debt at fair value) as
at 30 June 2022.
Scale : The combined company will have net assets in excess of
GBP1.7 billion (based on valuations as at 10 November 2022 and
assuming that no JPE Shares are repurchased pursuant to the JPE
Repurchase Facility on 30 November 2022), creating a leading
investment vehicle for global equity investing that delivers an
attractive dividend yield. The scale of the combined company should
improve secondary market liquidity for the Company's Shareholders
and will achieve cost efficiencies.
JGGI is currently a constituent of the FTSE 250 index, allowing
JGGI Shareholders to benefit from an enhanced profile which has the
potential to generate further interest in JGGI Shares.
Low ongoing charges : With effect from 1 January 2022, a new
scaled annual management charge ("AMC") has applied to JGGI. By way
of illustration, based on valuations as at 10 November 2022 (and
assuming that no JPE Shares are repurchased pursuant to the JPE
Repurchase Facility on 30 November 2022), following implementation
of the Transaction, the initial weighted average management fee
would be 0.45 per cent. of JGGI's net asset value.
Contribution from the Manager : The Manager has agreed to make a
costs contribution (by way of a waiver of a part of its ongoing
management fee) in respect of the Transaction in an amount equal to
8 months' management fee payable by the enlarged JGGI in respect of
the value as at the Calculation Date of the net assets transferred
to JGGI by the Company pursuant to the Scheme.
Continuity : Upon the Scheme becoming effective, Steve Bates
will join the board of JGGI as a non-executive director, which is
intended to provide continuity of oversight for Shareholders
rolling over into JGGI.
Further details on JGGI, including details of its investment
strategy and key characteristics of its portfolio, are set out in
Part 2 of the Circular and will be set out in the JGGI
Prospectus.
Dividends
The Board has announced a pre-liquidation dividend of 6.00 pence
per Growth Share and 1.10 pence per Income Share which will be paid
to the relevant Shareholders prior to the Effective Date in lieu of
any other first interim dividend for the year to 31 August 2023.
For the avoidance of doubt, no pre-liquidation dividend has been
declared with respect to the Cash Shares.
Shareholders receiving New JGGI Ordinary Shares under the Scheme
will not be entitled to receive JGGI's second interim dividend for
the year ending 30 June 2023, which was declared on 3 November 2022
and will be paid on 6 January 2023 to JGGI Shareholders on the JGGI
register as at the close of business on 25 November 2022, but will
thereafter rank fully for all dividends declared by JGGI with
respect to JGGI Ordinary Shares with a record date falling after
the date of the issue of those New JGGI Ordinary Shares to
them.
Shareholders receiving New JGGI C Shares under the Scheme
will:
-- rank fully for all dividends declared by JGGI with respect to
JGGI C Shares with a record date falling on or before the C Share
Conversion Date; and
-- rank fully for all dividends declared by JGGI with respect to
JGGI Ordinary Shares with a record date falling after the C Share
Conversion Date.
Costs of implementing the Scheme
Costs of the Company
The costs incurred by the Company include both direct costs,
being the costs necessary for the implementation of the
Transaction, and indirect costs, being the costs associated with
the realignment of the Company's portfolios.
Direct costs
The costs directly incurred (or to be incurred) by the Company
in implementing the Transaction primarily comprise legal and
financial advisory fees and Liquidators' fees.
Such costs, which will be payable by the Company and thereby
borne by Shareholders, are estimated (after taking into account the
Manager's Contribution and excluding the Liquidators' Retention,
both as detailed below) to be equivalent to 0.2 per cent. of the
Company's net asset value as at 10 November 2022. Such costs will
be allocated amongst the Share classes pro rata based on the
respective net asset value of each Share class.
Indirect costs
The Company will also incur indirect costs in disposing of the
existing investments in the Income Portfolio, the Cash Portfolio
and, to the extent practicable, the Growth Portfolio and acquiring
investments consistent with JGGI's current investment policy (the
"JPE Portfolio Realignment Costs").
JPE Portfolio Realignment Costs incurred or accrued prior to the
Scheme becoming effective will be borne by the Company and shall be
allocated to the Share class in respect of which they were
incurred.
Costs of JGGI
The costs incurred by JGGI in connection with the implementation
of the Transaction include legal fees, financial advisory fees,
other professional advisory fees, printing costs and other
applicable expenses (the "JGGI Implementation Costs"). The JGGI
Implementation Costs will be borne by existing JGGI Shareholders
and are estimated (after taking into account the Manager's
Contribution as detailed below) to be equivalent to 0.06 per cent.
of JGGI's net asset value as at 10 November 2022.
In addition, the enlarged JGGI, will bear any stamp duty, SDRT
or other transaction tax, or investment costs it incurs for the
acquisition of the Rollover Pools or the deployment of the cash
therein upon receipt (the "JGGI Acquisition Costs"). The enlarged
JGGI Ordinary Share class will bear the JGGI Acquisition Costs
associated with the transfer of the Cash Rollover Pool and the
Income Rollover Pool. The JGGI C Share Class will bear the JGGI
Acquisition Costs associated with the transfer of the Growth
Rollover Pool.
After the Scheme becomes effective, the JGGI C Share class will
also incur a number of costs in disposing of the investments in the
Growth Rollover Pool transferred to JGGI pursuant to the Transfer
Agreement and acquiring a portfolio of investments consistent with
JGGI's current investment policy (the "JGGI C Share Portfolio
Realignment Costs"). The JGGI C Share Portfolio Realignment Costs
will be attributed to the New JGGI C Shares issued pursuant to the
Scheme and will therefore be borne indirectly by the Growth
Shareholders who acquire New JGGI C Shares pursuant to the
Scheme.
The enlarged JGGI will also bear the London Stock Exchanges fees
in respect of the admission of the New JGGI Shares which are
estimated to be GBP0.14 million in respect of the New JGGI Ordinary
Shares (to be borne by the enlarged JGGI Ordinary Share class) and
GBP0.27 million in respect of the New JGGI C Shares (to be borne by
the JGGI C Share class).
Manager's Contribution
JPMF has agreed to make a contribution (the "Manager's
Contribution") to the costs of the Transaction by way of a waiver
of part of the ongoing management fee payable by JGGI. The
Manager's Contribution will be an amount equal to 8 months of
JGGI's prevailing management fee calculated on the value of the net
assets transferred to JGGI by the Company pursuant to the Scheme.
The nancial value of the Manager's Contribution is estimated at
approximately GBP0.8 million based on the estimated net asset value
of the assets to be transferred to JGGI as at 10 November 2022 (and
assuming that no JPE Shares are repurchased pursuant to the JPE
Repurchase Facility on 30 November 2022).
35 per cent. of the Manager's Contribution will be allocated to
benefit existing JGGI Shareholders and 65 per cent. will be
allocated to Shareholders, with the latter being further allocated
to benefit holders of Growth Shares, Income Shares and Cash Shares
pro rata to the respective net asset value of each class as at the
Calculation Date.
Liquidators' Retention
The Liquidators' Retention is estimated at GBP 100,000, which
represents 0.03 per cent. of the Company's net asset value as at 10
November 2022 and will be retained by the Liquidators to meet any
unknown or unascertained liabilities of the Company. Amounts shall
be allocated to the Liquidators' Retention from each Share class
pro rata based on the relative net asset values of the Share
classes as at the Calculation Date. To the extent that some or all
of the Liquidators' Retention remains when the Liquidators are in a
position to close the liquidation, such amount together with any
other funds remaining in the Liquidation Pool will be allocated
amongst the Share classes pro rata based on the respective net
asset value of each Share class as at the Calculation Date and
returned to Shareholders on the Register as at the Effective Date,
pro rata to the number of Shares of the relevant class held by them
on such date. If, however, any such amount payable to any
Shareholder is less than GBP5.00, it shall not be paid to the
Shareholders but instead shall be paid by the Liquidators to the
Nominated Charity.
Expected Timetable
Ex-dividend date for the pre-liquidation dividend to 17 November 2022
Shareholders
Record date for the pre-liquidation dividend to Shareholders 18 November 2022
Publication date of JGGI Prospectus 21 November 2022
Payment date for the pre-liquidation dividend 7 December 2022
Latest time and date for receipt of Forms of Proxy in respect 12.30 p.m. on 7 December 2022
of the First General Meeting
Latest time and date for receipt of Forms of Proxy in respect 12.35 p.m. on 7 December 2022
of the Growth Class Meeting
Latest time and date for receipt of Forms of Proxy in respect 12.40 p.m. on 7 December 2022
of the Income Class Meeting
Latest time and date for receipt of Forms of Proxy in respect 12.45 p.m. on 7 December 2022
of the Cash Class Meeting
First General Meeting 12.30 p.m. on 9 December 2022
Growth Class Meeting 12.35 p.m. on 9 December 2022
Income Class Meeting 12.40 p.m. on 9 December 2022
Cash Class Meeting 12.45 p.m. on 9 December 2022
Calculation Date 5.00 p.m. on 13 December 2022
Record Date for entitlements under the Scheme 6.00 p.m. on 13 December 2022
Shares disabled in CREST for settlement 7.00 a.m. on 14 December 2022
Latest time and date for receipt of Forms of Proxy in respect 12.30 p.m. on 15 December 2022
of the Second General Meeting
JGGI General Meeting 1.00 p.m. on 16 December 2022
Suspension of listing of Shares and Company's Register closes 7.00 a.m. on 19 December 2022
Second General Meeting 12.30 p.m. on 19 December 2022
Effective Date for implementation of the Scheme 19 December 2022
Announcement of the JPE FAV per Income Share, the JPE FAV per 19 December 2022
Cash Share and the JGGI FAV
per Share
CREST accounts credited with, and dealings commence in, New 8.00 a.m. on 20 December 2022
JGGI Shares
Share certi cates in respect of New JGGI Shares despatched 9 January 2023 (or as soon as practicable thereafter)
Cancellation of listing of Shares as soon as practicable after the Effective Date
Note: All references to time in this document are to UK time. Each of the times and dates
in the above expected timetable (other than in relation to the Meetings) may be extended or
brought forward. If any of the above times and/or dates change, the revised time(s) and/or
date(s) will be noti ed to Shareholders by an announcement through a Regulatory Information
Service.
For further information:
JPMorgan Elect plc
Steve Bates Contact via Company Secretary
JPMorgan Funds Limited
Simon Crinage
Fin Bodman 020 7742 4000
JPMorgan Funds Limited (Company
Secretary)
Divya Amin, JGGI
Priyanka Vijay Anand, JPE 020 7742 4000
Numis (Financial Adviser to
JPE)
Hugh Jonathan
Nathan Brown
Matt Goss 020 7260 1000
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