JPMorgan Mid Cap Invest Trust PLC Result of Second General Meeting and Entitlements

RNS Number : 6502E

JPMorgan Mid Cap Invest Trust PLC

27 February 2024

 

27 February 2024

 

 

JPMorgan Mid Cap Investment Trust plc

 

Legal Entity Identifier: 549300QED7IGEP4UFN49

 

 

Result of Second General Meeting and Entitlements under the Scheme

 

In connection with the proposals for a combination of JPMorgan Mid Cap Investment Trust plc (the "Company" or "JMF") with JPMorgan UK Smaller Companies Investment Trust plc (to be renamed JPMorgan UK Small Cap Growth & Income plc) ("JMI") by way of a scheme of reconstruction 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.

 

Result of Second General Meeting

The Company announces that the special resolution to wind up the Company and place the Company into members' voluntary liquidation was voted on and approved by the Company's shareholders at the Second General Meeting held earlier today.

 

Second General Meeting Special Resolutions	Votes For (including Discretionary)	%	Votes Against	%	Votes Total	Votes Withheld
THAT subject to certain conditions, the Company be wound-up voluntarily and the joint liquidators appointed	4,896,911	99.33	32,903	0.67	4,929,814	23,611

 

The listing of the Company's Reclassified Shares was suspended at 7.30 a.m. on 27 February 2024. The Company, through its advisers, has notified the London Stock Exchange of the Company's intention to cancel the Company's admission of the Reclassified Shares to trading at 8:00 a.m. on 29 February 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:

 

·    JMF FAV per Share: 1,048.748039 pence

·    Cash Pool NAV per Share (net of costs of realising the assets allocated to the Cash Pool): 1,020.240800 pence

·    JMI FAV per Share: 322.690000 pence

 

Therefore, Shareholders will receive the following cash and/or number of JMI Shares:

 

For Shareholders that elected for the Cash Option:

-      Each Share with B rights attached to it will receive 1,020.240800 pence in cash.

 

For Shareholders that elected (or are deemed to have elected) to receive JMI Shares:

-      Each Share with A rights attached to it will roll over into 3.250017 JMI Shares.

 

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 £150,000 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 Shares in accordance with the terms of the Scheme.

 

Following the appointment of the joint Liquidators, all further enquiries regarding the Company should be made to the joint Liquidators, whose contact details are below.

 

All further queries regarding the Rollover Option should be made to JPMorgan Funds Limited, whose contact details are below.

 

In accordance with the Circular, Shareholders who elected, or were deemed to have elected, for the Rollover Option will receive their New JMI Shares; (i) in relation to holders in CREST, via CREST on 28 February 2024; and (ii) in relation to certificated shareholders, in certificated form on 12 March 2024 (or as soon as practicable thereafter). Shareholders who elected, or were deemed to have elected, for the Cash Option will receive their entitlements on 12 March 2024 (or as soon as practicable thereafter) via CREST and/or cheque.

 

The full text of the special resolution of the Second General Meeting is set out in the Notice of Second General Meeting contained in the Company's circular to Shareholders dated 23 January 2024 (the "Circular").

 

The Circular is available for viewing on the Company's website at www.jpmmidcap.co.uk and at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning as given to them in the Circular.

 

 

 

For further information please contact:

 

Liquidators Gareth Morris Susan Evans	[phone]
JPMorgan Mid Cap Investment Trust plc John Evans	Contact via Company Secretary
JPMorgan Funds Limited Simon Crinage Fin Bodman     JPMorgan Funds Limited (Company Secretary)	[phone]         [phone]
Alison Vincent
Investec Bank plc                                                                             David Yovichic Tom Skinner Helen Goldsmith	[phone]

 

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