Result of the Second EGM

RNS Number:0550P
JPMorgan Income & Capital IT PLC
29 February 2008



                 JPMorgan Income & Capital Investment Trust plc



29 February 2008



Result of the Second Extraordinary General Meeting



The Board of JPMorgan Income & Capital Investment Trust plc (the "Company")
announces that at the Second Extraordinary General Meeting of the Company held
today, 29 February 2008, the resolutions before the meeting were approved by
Shareholders. Accordingly, the Company has been placed in members' voluntary
liquidation and Laura Waters and Richard Setchim, both of PricewaterhouseCoopers
LLP, have been appointed liquidators to the Company.



Terminal Asset Values



In accordance with the Scheme, the terminal asset values ("TAVs") of the
Company's securities were as follows:


Ordinary Share                               106.630932p
ZDP Share                                    154.15p
Unit                                         367.411864p



Shareholders were able to elect to roll over their entitlement into new Ordinary
Shares, ZDP Shares or Units (comprising two Ordinary Shares and one ZDP Share)
in JPMorgan Income & Capital Trust plc ("JPMICT") or receive cash for all or
part of their holding.



Elections under the Scheme, Placing and Offer for Subscription



Applying these TAVs to the elections received for each class of JPMICT
securities produced the following demand for each class of security in the new
company:


                                                     £
Ordinary Share                               36,824,104
ZDP Share                                    36,271,275
Units                                        35,062,193



On the same basis, elections for cash totalled approximately £67,527,000.



This represents a rollover into JPMICT of approximately 61.6% of the terminal
value of the Company.



Scaling Back



The capital structure of JPMICT requires Ordinary Shares and ZDP Shares to be
issued in the ratio of 60:40.  Divergence from this ratio by up to 2.5% (i.e. to
57.5:42.5 or to 62.5:37.5) is permitted provided that, on the basis of the
Assumptions set out in the Prospectus, the resulting capital structure permits
the expected dividend yield of 5% on the Issue Price of the JPMICT Ordinary
Shares to be maintained and, on the same Assumptions, the expected Cover on ZDP
Shares is no lower than 1.15.



The results of the Elections, Placing and Offer for Subscription produce, before
scaling back, a capital structure of approximately 55.7% in Ordinary Shares and
44.3% in ZDP Shares. Scaling back has therefore been applied according to the
rules set out in the Prospectus in order to scale back demand for ZDP Shares.



The results of this exercise are:



Applications for JPMICT Ordinary Shares and Units under the Placing and Offer
for Subscription have been satisfied in full.  Applications for JPMICT ZDP
Shares have been fully scaled back into cash.



Elections under the Scheme for JPMICT Ordinary Shares and Units have been
satisfied in full. Elections for JPMICT ZDP Shares have been scaled back as
follows:



-         Electors for JPMICT ZDP Shares holding Ordinary Shares in the Company
are scaled back fully into Units

-         Electors for JPMICT ZDP Shares holding Units in the Company are scaled
back fully into Units

-         Electors for JPMICT ZDP Shares holding ZDP Shares in the Company have
their election scaled back into Units in respect of 5.801% of their elected ZDP
Shares. The remaining 94.199% of their election is satisfied by the issue of
JPMICT ZDP Shares.



JPMICT Capital Structure



Following the application of scaling back the capital structure of JPMICT is


Ordinary Shares                              62,249,782
ZDP Shares                                   46,037,200



This represents a capital structure of 57.5% in Ordinary Shares and 42.5% in ZDP
Shares.



Included within this number are securities expected to comprise12,688,292 Units,
each comprising one ZDP Share and two Ordinary Shares.



On the basis of the Issue Price of 100p per Ordinary Share and 100p per ZDP
Share, the initial gross assets of JPMICT are expected to be £108,286,988




Illustrative Entitlements



On the basis of the TAVs and following the application of scaling back the
tables below show the entitlements a holder of 1,000 Ordinary Shares, ZDPs or
Units may expect to receive on completion of the scheme.



A holder of 1,000 Ordinary Shares:



Electing for cash - £1,066.31

Electing for new Ordinary Shares - 1,066 JPMICT Ordinary Shares

Electing for new Units - 355 JPMICT Units

Electing for new ZDPs - 355 JPMICT Units



A holder of 1,000 Units:



Electing for cash - £3,674.12

Electing for new Ordinary Shares - 3,674 JPMICT Ordinary Shares

Electing for new Units - 1,224 JPMICT Units

Electing for new ZDPs - 1,224 JPMICT Units



A holder of 1,000 ZDP Shares:



Electing for cash - £1,541.50

Electing for new Ordinary Shares - 1,541 JPMICT Ordinary Shares

Electing for new Units - 513 JPMICT Units

Electing for new ZDPs - 1,452 JPMICT ZDP Shares and 29 JPMICT Units



Admission to the Official List and Trading on the London Stock Exchange



Applications have been made for the Ordinary Shares and ZDP Shares in JPMICT to
be admitted to the Official List, and for the Ordinary Shares, ZDP Shares and
Units in JPMICT to be admitted to trading on the London Stock Exchange, at
8.00a.m. on 3 March 2008.



Certificates in respect of Ordinary Shares, ZDP Shares and Units in JPMICT are
expected to be despatched to shareholders and CREST accounts are expected to be
credited on or as soon as practicable after 3 March 2008.  In respect of
elections for cash, cheques are expected to be despatched on or as soon as
practicable after 3 March 2008.



Enquiries


Richard Plaskett                                             020 7742 3422
Craig Cleland                                                020 7742 3418
JPMorgan Asset Management (UK) Limited
Jane Lewis                                                   020 3100 0295
Winterflood Investment Trusts




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