TIDMJPE TIDMJPEI TIDMJPEC
RNS Number : 1928A
JPMorgan Elect PLC
24 May 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, 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 (other
than the United Kingdom) 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.
24 May 2019
JPMorgan Elect plc
Publication of Prospectus
On 21 January 2019, JPMorgan Elect plc (the "Company") published
a circular (the "Circular") convening a General Meeting and Class
Meetings for each class of the Company's shares (the "Meetings") in
connection with, inter alia, a proposal for the Company to issue
new shares of the Company (the "New JPM Elect Shares") (the
"Issue") in connection with a scheme of reconstruction of El Oro
Ltd ("El Oro") (the "Scheme"), subject to the final terms of the
Scheme being agreed. All resolutions, as set out in the notices of
the Meetings in the Circular, were passed by the Company's
shareholders ("Shareholders") at the respective Meetings on 15
February 2019.
The terms of the Scheme have now been agreed, in materially the
same form as those set out in the Circular and the Company has
today published a prospectus in connection with the Issue (the
"Prospectus").
A copy of the Prospectus will shortly be submitted to the
National Storage Mechanism and will shortly be available for
inspection at www.morningstar.co.uk/uk/NSM. The Prospectus will
also shortly be available on the Company's website at
www.jpmelect.co.uk where further information on the Company can
also be found.
Details of the Scheme
The Issue relates solely to the Scheme and it is expected that
the Scheme will be implemented in accordance with the expected
timetable set out in this announcement.
Under the terms of the Scheme, El Oro will be wound up on 20
June 2019 by means of a members' voluntary liquidation pursuant to
a scheme of reconstruction and eligible shareholders of El Oro ("El
Oro Shareholders") will have the opportunity (subject to the
passing of certain resolutions to be proposed at a meeting of the
El Oro Shareholders in relation to the relevant Scheme (the "El Oro
Scheme Resolutions") to realise all or part of their investment in
El Oro shares as cash and/or to roll over all or part of their
investment in El Oro shares into any combination of New JPM Elect
Shares.
Subject to the passing of the El Oro Scheme Resolutions, the
Rollover Fund will be transferred to the Company in connection with
the Scheme pursuant to the Transfer Agreement.
Under the terms of the Scheme, eligible El Oro Shareholders who
make a valid election for New JPM Elect Shares will receive:
-- Managed Growth Shares issued at a price equivalent to the net
asset value ("NAV") per Managed Growth Share plus the Issue Premium
(as described below);
-- Managed Income Shares issued at a price equivalent to NAV per
Managed Income Share plus the Issue Premium (as described below);
and/or
-- Managed Cash Shares issued at a price equivalent to NAV per
Managed Cash Share plus the Issue Premium (as described below).
The "Issue Premium" will be set at a level which is not less
than 0.65 per cent. and not more than 1.0 per cent. In the event
that the value of assets represented by the interests of eligible
El Oro Shareholders electing to roll their El Oro shares into the
Company is less than GBP40 million then the Issue Premium will be
set at 1.0 per cent. In the event that the value of such assets
exceeds or equals GBP40 million then the Issue Premium will reduce
on a straight line basis such that if the value of such assets
equals GBP50 million or more the Issue Premium will be set at 0.65
per cent.
To the extent that an eligible El Oro Shareholder does not make
a valid election in respect of all or part of their holding of El
Oro Shares, they will be deemed to have elected for Managed Income
Shares for that proportion of their holding of El Oro Shares.
The Company's assets on completion of the Scheme will continue
to be managed in accordance with the Company's existing investment
objectives and policies.
The maximum number of New JPM Elect Shares which may be issued
by the Company pursuant to the Issue is up to 8,000,000 Managed
Growth Shares, up to 55,000,000 Managed Income Shares and up to
55,000,000 Managed Cash Shares. These figures are based on the
assumption that all El Oro Shareholders are eligible to participate
in the Scheme and elect to roll into the same class of JPM Elect
Shares and do not make elections to receive cash. Investors should
not take the foregoing maximum numbers of New JPM Elect Shares as
being indicative of the actual number of New JPM Elect Shares that
will be issued pursuant to the Issue.
The Company's costs in connection with the Scheme will not be
borne by existing Shareholders. As a result, and to the extent that
New JPM Elect Shares are issued under the Scheme, the Board
considers that Shareholders should benefit from the spreading of
fixed costs over a wider asset base, and a correspondingly lower
ongoing charges ratio, and potentially greater liquidity in each
class of shares in which New JPM Elect Shares are issued.
The New JPM Elect Shares are denominated in Sterling. The Issue
is not being underwritten.
On completion of the Scheme, assuming that all El Oro
Shareholders are eligible to participate and elect to receive New
JPM Elect Shares in respect of all their El Oro Shares, had the
Issue occurred on 22 May 2019 (being the "Latest Practicable
Date"), the Company's net assets would have increased by a minimum
of GBP42.7 million.
Further details relating to the entitlements of El Oro
Shareholders under the Scheme and details of the Transfer Agreement
which provides for, inter alia, the transfer of the fund comprising
the pool of assets attributable to the El Oro shares in respect of
which elections are made for New JPM Elect Shares (the "Rollover
Fund") from El Oro to the Company are set out in Part 7 of the
Prospectus and in the circular published by El Oro on 24 May 2019
in relation to the Scheme (the "El Oro Scheme Circular").
Conditions of the Issue
The Issue is conditional, among other things, upon:
(i) the passing of all the necessary El Oro Scheme Resolutions
to be proposed at the El Oro Scheme Meeting (or any adjournment
thereof) and all conditions to such El Oro Scheme Resolutions
(excluding any condition relating to the passing of any other El
Oro Scheme Resolution) being fulfilled;
(ii) the directors of El Oro not resolving to abandon the Scheme; and
(iii) the Financial Conduct Authority (the "FCA") having agreed
to admit the New JPM Elect Shares to be issued pursuant to the
Scheme to the premium segment of the Official List and London Stock
Exchange plc (the "London Stock Exchange") having agreed to admit
such New JPM Elect Shares to trading on the main market for listed
securities of the London Stock Exchange.
Certain El Oro Shareholders which, together, represent
approximately 55.4 per cent. of the voting share capital of El Oro,
have undertaken to vote in favour of the El Oro Scheme Resolutions
and have undertaken to elect for New JPM Elect Shares under the
Scheme in respect of 27,560,643 El Oro Shares in aggregate,
representing approximately 43.6 per cent. of the issued share
capital of El Oro. These undertakings are conditional upon the
Scheme not lapsing and expire on 30 June 2019.
Subject to the satisfaction of the conditions of the Scheme, El
Oro will be placed into members' voluntary liquidation and the
Scheme will take effect. It is expected that the Scheme will become
effective on the Scheme Effective Date, whereupon, provided the
conditions of the Issue are fulfilled and El Oro Shareholders have
elected to receive any combination of New JPM Elect Shares under
the Scheme, the Rollover Fund will be transferred to the Company in
connection with the Scheme pursuant to the Transfer Agreement.
Settlement and dealings
Applications will be made to the FCA and the London Stock
Exchange for the New JPM Elect Shares to be admitted to the premium
segment of the Official List and to trading on the London Stock
Exchange's main market for listed securities ("Admission"). Subject
to the precise timing of the implementation of the Scheme, it is
expected that Admission will become effective, and that dealings in
such New JPM Elect Shares will commence, at 8.00 am on 24 June
2019.
All New JPM Elect Shares will be issued, fully paid, with effect
from the date of Admission, and will be delivered in uncertificated
form (unless otherwise requested). It is expected that CREST
accounts will be credited with the New JPM Elect Shares on 24 June
2019 (or as soon as practicable thereafter).
Dealings in the New JPM Elect Shares in advance of the crediting
of the relevant CREST accounts or the issue of certificates will be
at the risk of the persons concerned.
Costs of the Issue
The costs of the Company's participation in the Scheme will be
met, in the first instance, by the Issue Premium at which the New
JPM Elect Shares will be issued. To the extent that the Issue
Premium does not cover these costs, JPMorgan Funds Limited ("JPMF")
has agreed to meet any such shortfall.
To the extent that the Issue Premium relating to a class of JPM
Elect Shares amounts to more than the costs of the Scheme borne by
that class, such surplus will accrue to the benefit of the holders
of shares in that class. For these purposes, the costs of the
Scheme borne by the Company will be allocated to each class of JPM
Elect Shares in proportion to the value of the assets to be
transferred to each pool pursuant to the Scheme. As a result of
these arrangements, the Scheme is not expected to result in any
decrease in the NAV per share of any of the Company's share
classes.
Transaction taxes, stamp duty/stamp duty reserve tax (if any)
payable on the transfer of assets pursuant to the Scheme to the
Company shall be borne by the Company.
JPMF has also agreed to meet the Company's costs incurred in
relation to the Scheme in the event that the Company ceases to be a
rollover option for the El Oro Shareholders.
Overseas investors
The issue of New JPM Elect Shares to persons not resident in, or
who are outside, the United Kingdom may be affected by the laws or
regulatory requirements of relevant jurisdictions. Restricted
Persons should inform themselves about and observe any applicable
legal requirements.
It is the responsibility of Restricted Persons to satisfy
themselves as to the full observance of the laws of the relevant
jurisdiction in connection with the Issue, including obtaining any
governmental or other consents which may be required, compliance
with all necessary formalities and the payment of any issue,
transfer or other taxes due to such jurisdiction.
Those El Oro Shareholders with a registered address in the
United States, Canada, Australia, Japan, New Zealand or the
Republic of South Africa should note that they are not eligible to
receive the Prospectus and will receive cash out of the liquidation
fund to be retained by the liquidators in the context of the Scheme
unless they satisfy the Company's directors and the directors of El
Oro that it is lawful for the Rollover Fund to issue New JPM Elect
Shares to them under any relevant overseas laws and
regulations.
Expected timetable
2019
Publication of this Prospectus 24 May
Publication of the El Oro Scheme Circular 24 May
El Oro Scheme Meeting 12 noon on 20 June
Result of Scheme announced 20 June
Scheme Effective Date 21 June
Admission and unconditional dealings 24 June
in New JPM Elect Shares commence
Crediting of CREST stock accounts in 24 June
respect of the New JPM Elect Shares
Share certificates in respect of the week commencing 1 July
New JPM Elect Shares dispatched
Each of the times and dates in the expected timetable may (where
permitted by law) be extended or brought forward without further
notice and in particular the dates relating to the Scheme and the
issue of the New JPM Elect Shares are provisional only. If any of
the above times and/or dates change, the revised time(s) and/or
date(s) will be notified to Shareholders by an announcement through
a Regulatory Information Service. All references to times in this
document are to London time.
Capitalised terms used but not defined in this announcement will
have the same meaning as set out in the Prospectus.
For further information:
JPMorgan Funds Limited
Katie Standley, Client Director
Faith Pengelly, Company Secretary
Fin Bodman, Origination 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.
END
PDIEZLFLKEFXBBQ
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