JETG.L Regulatory News (JETG)

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, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION FOR WHICH THE SAME COULD BE UNLAWFUL.

Legal Entity Identifier: 549300D8SPJFHBDGXS57

20 December 2021

JPMorgan European Investment Trust plc

Publication of Circular

Further to the announcement made on 20 October 2021, the Board of JPMorgan European Investment Trust plc (the "Company") has today published a circular to the Shareholders (the "Circular") detailing proposals for the restructuring of the Company (to be renamed JPMorgan European Growth & Income plc) by way of a unification of the Income Shares and Growth Shares into a single class of Ordinary Shares, each having a nominal value of 0.5 pence and a NAV of 100 pence as determined on the Calculation Date.

The Circular contains details of a general meeting and separate class meetings of the Income Shareholders and Growth Shareholders to be held at 60 Victoria Embankment, London EC4Y 0JP on 24 January 2022, in order to seek Shareholder approval for:

• the "Restructuring", comprising:

o the consolidation and sub-division of the Growth Shares and Income Shares into Resulting Growth Shares and Resulting Income Shares with each having a nominal value of 0.5 pence and a NAV of 100 pence as determined on the Calculation Date; and

o the redesignation of the Resulting Growth Shares and the Resulting Income Shares into Ordinary Shares with each having a nominal value of 0.5 pence and a NAV of 100 pence as determined on the Calculation Date1;

• the amendments to the Articles to, among other things, remove the existing rights attaching to the Growth Shares and the Income Shares so as to reflect the Restructuring, by way of adoption of the New Articles; and

• the change of the Company's name from "JPMorgan European Investment Trust plc" to "JPMorgan European Growth & Income plc",

(together, the "Restructuring Proposals").

If the Restructuring Proposals are approved by Shareholders, the Board also intends to implement the following proposals, which introduce features that the Directors believe will improve the marketability of the Company's Ordinary Shares and will help to address the discount to NAV per Share at which its Shares have historically traded:

· a target annual dividend on the Ordinary Shares of 4 per cent. per annum (based on the NAV as at close of business on the last Business Day of the preceding financial year);

· a commitment to buy back Ordinary Shares, with the intention of keeping the discount to NAV at which the Ordinary Shares may trade to single digits in normal market conditions;

· a one-off performance-related tender offer for up to 25 per cent. of the issued share capital of the Company (excluding treasury shares) in the event that the NAV total return of the Company does not equal or exceed the total return of the Benchmark over the five year period commencing on the first day of trading in the Ordinary Shares, expected to be 4 February 2022;

· a reduction of the annual management fee payable to the JPMorgan Funds Limited (the "Investment Manager") from 0.75 per cent. of the NAV in aggregate across the Growth Pool and the Income Pool to:

o 0.55 per cent. of the NAV of the Company up to and including £400 million; and

o 0.40 per cent. of the NAV of the Company exceeding £400 million; and

· a reduction of the notice period for the no-fault termination of the Investment Manager from twelve months to six months,

(together, the "Management Proposals" and, together with the Restructuring Proposals, the "Proposals").

The Management Proposals are not subject to Shareholder approval. They are however conditional on, among other things, Shareholder approval to implement the Restructuring Proposals, as outlined above.

If the Proposals are approved by Shareholders, all Shareholders will have their assets managed in accordance with the New Investment Policy, which will be the same as that currently applicable to the Growth Shares. This reflects the Board's confidence in JPMAM's strength and depth of team, as well as its track record, together with the Board's belief that there remains a strong case for investment in Europe, with the broad universe of European equities providing quality diversification for UK investors. Further information about investment in Europe and JPMAM's European equities investment team is included in the Circular.

Benefits of the Proposals

The Board believes, having taken into account the views of a range of the major Shareholders in both the Growth Shares and the Income Shares, that the Proposals are in the best interests of the Company and its Shareholders as a whole, and should yield the following principal benefits:

· predictable dividend income at a level that is consistent with the dividends currently paid to Income Shareholders;

· simplification of the Company's capital structure, which is unnecessarily complex, potentially presents a barrier to those looking to invest and is no longer relevant for the tax premise it was first established to address;

· creation of a single share class with net assets of approximately £500 million, which should ensure the critical mass needed to attract additional investors. This should improve liquidity and would reasonably be expected to have an additional positive impact on the discount to NAV at which the Ordinary Shares might trade from time to time;

· leveraging JPMAM's strength and depth of European investment expertise, while presenting a clearer marketing message designed to encourage renewed interest from investors therefore creating additional buyers;

· a reduction in management fees, providing one of the lowest ongoing charges ratios in the AIC's Europe sector, and a reduction in the Investment Manager's notice period; and

· introduction of a conditional tender offer after 5 years that will allow Shareholders a partial exit if the Company underperforms against the Benchmark, the presence of which might also improve the discount to NAV at which the Ordinary Shares might trade from time to time given it would operate to provide an exit at NAV less costs.

Terms used and not defined in this announcement shall have the meanings given to them in the Circular. The Circular is expected to be posted to Shareholders later today and will shortly be available on the Company's website at www.jpmeuropean.co.uk. The contents of such website are not incorporated into, and do not form part of, this announcement. A copy of the Circular will also be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular.

The expected timetable for the implementation of the Proposals is set out below:

[1] The first NAV per Ordinary Share expected to be announced on 7 February 2022 in respect of close of business on 4 February 2022 may be more or less than 100 pence as a result of the movement in value of the Company's portfolio between the Calculation Date and the first day of trading in the Ordinary Shares.

Note: All references are to UK time and each of the times and dates in the above expected timetable (other than in relation to the General Meeting and the Class 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 notified to Shareholders by an announcement through a Regulatory Information Service.

For further information please contact:

JPMorgan Funds Limited

Tim Mitchell - 0207 742 8879

Winterflood Securities Limited

Neil Morgan - 020 3100 0292