NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY (IN WHOLE OR IN
PART) IN, INTO OR FROM 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, ANY MEMBER STATE OF THE EEA, OR ANY
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 upon in connection with, or act as an
inducement to enter into, any contract or commitment
whatsoever.
26 March 2024
JPMorgan Multi-Asset
Growth & Income plc
Legal Entity Identifier: 549300C0UCY8X2QXW762
Result of Second
General Meeting and Scheme Entitlements
In connection with the proposals for the combination
of JPMorgan Multi Asset Growth & Income plc (the "Company" or
"MATE") with JPMorgan Global Growth & Income plc ("JGGI") by
way of a scheme of reconstruction and voluntary winding up of the
Company under section 110 of the Insolvency Act 1986 (the
"Scheme"), the Board of the Company is pleased to announce the
result of the Second General Meeting and Shareholders' entitlements
under the Scheme.
Defined terms used in this announcement have the
meanings given in the Company's circular to Shareholders dated 23
February 2024 (the "Circular").
Result of Second
General Meeting
The Company announces that the special resolution to
place the Company into members' voluntary liquidation was voted on
and approved by Shareholders at the Second General Meeting held
earlier today. Accordingly, Gareth Rutt Morris and Jonathan Dunn,
both of FRP Advisory Trading Limited of Kings Orchard, 1 Queen
Street, Bristol BS2 0HQ, have been appointed as joint liquidators
of the Company. Details of the number of votes cast for, against
and withheld in respect of the resolution, which was held on a
poll, is set out below and will also be published on the Company's
website www.jpmmultiassetgrowthandincome.com.
|
Special
Resolution
|
Votes For (including
Discretionary)
|
%
|
Votes
Against
|
%
|
Votes
Total
|
%
|
Votes
Withheld
|
|
To appoint the Liquidators, place the Company into
members' voluntary liquidation in accordance with the Scheme and
grant the Liquidators certain powers.
|
13,180,432
|
98.17
|
246,140
|
1.83
|
13,426,572
|
18.68
|
51,939
|
1. The number of Shares in issue as at the voting
record time of 6.30 p.m. (London time) on 22 March 2024 (the
"Voting Record Time") was 93,115,643. As at that date 21,247,235
Shares were held in treasury. Therefore, the total number of voting
rights in the Company as at the Voting Record Time was
71,868,408.
2. A 'vote withheld' is not a vote in law and will not
be counted in the calculation of the proportion of the votes for
and against the resolution.
The full text of the special resolution is set out in
the Notice of Second General Meeting contained in the Circular.
The Circular is available for viewing on the Company's
website at http://www.jpmmultiassetgrowthandincome.com
and at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Suspension and
Cancellation of Shares
The listing of the Company's Shares was suspended at
7.30 a.m. on 26 March 2024. An application has been made to the
Financial Conduct Authority and to the London Stock Exchange for
the cancellation of listing and admission to trading of the Shares
with effect from 8.00 a.m. on 27 March 2024.
Entitlements under
the Scheme
As at the Calculation Date, Shareholders' entitlements
under the Scheme calculated in accordance with the terms of the
Scheme were as follows:
MATE FAV per Share: 104.063823 pence
JGGI FAV per Share: 552.086482 pence
Therefore, Shareholders will receive 0.188492 New JGGI
shares for each MATE Share.
Fractional entitlements to New JGGI Shares will not be
issued under the Scheme and entitlements will be rounded down to
the nearest whole number. No cash payment will be made or returned
in respect of any fractional entitlements, which will be retained
for the benefit of JGGI.
As noted in the Circular, the Directors have set aside
sufficient assets in the Liquidation Pool to meet all estimated
liabilities and contingencies, including the costs of the winding
up of the Company and the costs of implementing the Scheme. The
Directors have also provided in the Liquidation Pool for a
retention of £100,000 which they, together with the joint
Liquidators, consider sufficient to meet any unknown or
unascertained liabilities of the Company.
The Liquidation Pool will be applied by the joint
Liquidators in discharging all current and future, actual and
contingent liabilities of the Company and any balance remaining
after discharging such liabilities from the Liquidation Pool will
in due course be distributed to Shareholders on the Register on the
Effective Date pro rata to their respective holdings of MATE Shares
in accordance with the terms of the Scheme.
Following the appointment of the Liquidators, all
further enquiries regarding the Company should be made to the
Liquidators, whose contact details are below.
In accordance with the Circular, Shareholders will
receive their New JGGI Shares; (i) in relation to holders in CREST,
via CREST on 27 March 2024; and (ii) in relation to certificated
shareholders, in certificated form by 12 April 2024.
Pre-liquidation
Dividend
As announced on 15 February 2024, the pre-liquidation
dividend of 1.2 pence per Share was paid on 22 March 2024 to those
Shareholders who were on the register as at close of business on 23
February 2024.
For further
information please contact:
Liquidators
+44(0) 117 203 3700
Gareth Morris
Susan Evans
JPMorgan Funds
Limited
+44 (0) 20 7742 4000
Simon Crinage
Fin Bodman
JPMorgan Funds
Limited (Company Secretary) +44 (0) 20 7742 4000
Panmure Gordon (UK)
Limited
Alex
Collins
+44 (0) 20 7886 2767
Ashwin
Kohli
+44 (0) 20 7886 2786
General
The content of the Company's web-pages and the content
of any website or pages which may be accessed through hyperlinks on
the Company's web-pages, other than the content of the document
referred to above, is neither incorporated into nor forms part of
the above announcement.