JPMorgan Indian Regulatory News (JII)

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JPMORGAN INDIAN INVESTMENT TRUST PLC

PUBLICATION OF CIRCULAR

LEI: 549300OHW8R1C2WBYK02

The Board of JPMorgan Indian Investment Trust plc (the "Company") announces the publication of a circular (the "Circular") in connection with a tender offer to shareholders for up to 25 per cent. of the issued share capital of the Company (the 'Tender Offer'), a proposed Related Party Transaction, a proposed amendment to Existing Articles and a Notice of General Meeting.

Introduction

As set out in the Chairman's statement for the financial year ended 30 September 2016, the Board announced that it would make a tender offer to shareholders for up to 25 per cent of the Company's issued share capital at Net Asset Value less costs if, over the three years from 1 October 2016 to 30 September 2019, the Company underperformed the MSCI India Index (the Benchmark).

As at 30 September 2019, the Company had underperformed the Benchmark over this three year period. As a result the Board has decided to implement the Tender Offer.

The Circular contains the formal terms of the Tender Offer, together with details of how Shareholders can tender Shares if they wish to do so. The implementation of the Tender Offer is conditional, amongst other things, on Shareholder approval to be obtained at the General Meeting of the Company to be held on 5 February 2020 immediately following the 2020 AGM. Further, the Board has been notified by the Company's Manager of a technical issue in respect of a number of historic buybacks carried out by the Company. Due to an oversight, the Existing Articles restrict the Company from buying back shares out of its capital reserves, notwithstanding the fact that the shareholders had approved the removal of the restriction from the Articles pursuant to a special resolution in 26 January 2000. As a result, repurchases of the Company's shares since 30 October 2008 have not been carried out in accordance with its Articles although, at all times, the buybacks were in compliance with the company law provisions applicable from time to time. As a result, for good order, a special resolution will be put to shareholders at the General Meeting to ratify this inadvertent error, which will have the effect of putting all relevant parties in the position they would have been in had the Articles from time to time reflected the amendment approved by shareholders on 26 January 2000. Subject to shareholder approval being sought at the General Meeting, it is also proposed that the Company enters into a Directors' Deed of Release. Having taken advice, the Directors believe that these proposals are the best way to resolve the historic issue.

The entry by the Company into the Directors' Deed of Release (the Related Party Transaction) constitutes a related party transaction (as defined in the Listing Rules) with respect to the Directors. Therefore, a resolution (the Related Party Resolution) will also be proposed seeking the specific shareholder approval for the entry into the Directors' Deed of Release as a related party transaction, in accordance with the requirements of the Listing Rules.

Finally, as part of the business to be proposed at the General Meeting, the Company is seeking Shareholder approval to replace the Existing Articles in their entirety with the New Articles, which will give the Company the flexibility to carry out buybacks out of capital profits in accordance with the 2006 Act. These amendments would merely reflect the changes which had previously been approved by shareholders on 26 January 2000 and are necessary in order to enable the Company to implement the Tender Offer.

Accordingly, a resolution (the Amendment Resolution) will be proposed at the General Meeting seeking shareholder approval for the adoption of the New Articles. If the Amendment Resolution is passed by Shareholders, the New Articles will replace the Existing Articles with immediate effect.

Reasons for the Tender Offer

On 29 November 2013, the Board announced that, following consultation with the Company's large shareholders and its advisers and subject to the passing of the resolution in favour of the Company's continuation at the Company's annual general meeting held on 30 January 2014, it planned to introduce, amongst other things, an obligation on the Board to make a tender offer to shareholders at Net Asset Value less costs if, over the three years ending 30 September 2016, the Company underperformed the Benchmark. Should it become necessary to implement such a tender, the tender offer would be for up to 25 per cent. of the Company's issued share capital.

As the Company significantly outperformed the Benchmark over the three years ending 30 September 2016, the Board was not required to implement a tender offer at that time, but the Board renewed its commitment to Shareholders by undertaking to offer a tender offer for up to 25 per cent. of the Company's issued share capital, at Net Asset Value less costs, should the Company underperform the Benchmark over the three years from 1 October 2016 to 30 September 2019.

As at 30 September 2019, the Company had underperformed the Benchmark over this three year period and as a result the Board has decided to implement the Tender Offer in accordance with its commitment to Shareholders.

Details of the Tender Offer

Key Points of the Tender Offer

The key points of the Tender Offer are as follows:

·; the Tender Offer is for up to 25 per cent. of the Company's issued share capital (excluding treasury shares) as at the Record Date (being 3 February 2020);

·; Shareholders (other than Restricted Shareholders) will be able to decide whether to tender none, some or all of their Shares;

·; after realisation of the Tender Pool, Tendering Shareholders shall receive the Tender Price in cash in consideration of the purchase of their successfully tendered Shares (the Exit Shares); and

·; the Tender Price shall be the Final Tender Offer Asset Value of the Tender Pool divided by the total number of Exit Shares expressed in pence, rounded down to two decimal places. Shareholders should note that the Tender Price will not be known and will not be paid until realisation of all the assets allocated to the Tender Pool.

Under the terms of the Tender Offer, which is being made by Numis, Shareholders (other than Restricted Shareholders) will be entitled to tender up to their Basic Entitlement, being 25 per cent. of the Shares they held as at the Record Date. Shareholders may also tender additional Shares, but any such excess tenders above the Basic Entitlement will only be satisfied on a pro rata basis, to the extent that other Shareholders tender less than their aggregate Basic Entitlement.

Subject to the satisfaction of the conditions relating to the Tender Offer and as soon as practicable following the Tender Pool Determination Date and the announcement of the Tender Price, Numis will, as principal, purchase the Exit Shares at the Tender Price and, following completion of all of these purchases, sell all the Exit Shares back to the Company pursuant to the Repurchase Agreement at the Tender Price by way of an on-market transaction on the London Stock Exchange. The Exit Shares which the Company acquires from Numis will be cancelled or held in treasury.

Tendering Shareholders will receive the full Tender Price in cash for the Exit Shares only once all of the assets allocated to the Tender Pool have been fully realised and all the Conditions to the Tender Offer have been satisfied or, where applicable, waived.

Tender Pool and calculation of the Tender Price

For the purposes of calculating the Tender Price, all of the Company's assets and liabilities will be allocated pro rata between the Continuing Pool and the Tender Pool on the basis set out under the heading "Allocation of assets and liabilities" in Part II of the Circular. For the avoidance of doubt, all costs and expenses relating to the Tender Offer which have been accrued prior to the Tender Offer Calculation Date shall be allocated to the Tender Pool.

The net value of the assets and liabilities allocated on the establishment of the Tender Pool will equal the NAV per Share on the Tender Pool Calculation Date multiplied by the number of Exit Shares (the Tender Pool Asset Value).

The Tender Pool will bear (i) the costs of the Tender Offer which are estimated at approximately £320,000 (ii) the costs of realising the assets in the Tender Pool; (iii) any Indian capital gains tax and local transaction taxes payable by the Company or the Subsidiary in connection with the realisation of such assets; (iv) its share of the operating costs of the Company on a pro rata basis; and (v) the amount of stamp duty payable on the repurchase by the Company of the Exit Shares acquired from Numis pursuant to the Repurchase Agreement. The Tender Pool assets will be fully realised as soon as practicable after the establishment of the Tender Pool so as to enable the calculation of the Tender Price.

Following the date upon which all of the assets allocated in the Tender Pool have been fully

realised, and all liabilities to be borne by the Tender Pool (other than any unpaid local transaction taxes and other costs payable by the Company or the Subsidiary in connection with the realisation of such assets and stamp duty) met, the Directors will select a date upon which the Final Tender Offer Asset Value of the Tender Pool will be calculated (the Tender Pool Determination Date). The Final Tender Offer Asset Value will equal the unaudited net asset value of the assets contained in the Tender Pool on the Tender Pool Determination Date less any not yet paid local transaction taxes or other costs payable by the Company or the Subsidiary in connection with the realisation of such assets and any stamp duty arising on the repurchase of the Exit Shares acquired by the Company from Numis pursuant to the Repurchase Agreement.

The Tender Price (which will be expressed in pence rounded down to two decimal places) will be an amount equal to the Final Tender Offer Asset Value divided by the total number of Exit Shares, as at the Tender Pool Determination Date. Accordingly, Shareholders should note that the Tender Price will only be determined once all the assets in the Tender Pool have been realised. In the absence of adverse market conditions and assuming that the Distributable Profits Condition has been satisfied prior to the realisation of the Tender Pool, it is expected that payment for the Exit Shares will be made to Tendering Shareholders in the week commencing 17 February 2020.

The Board retains the discretion to allocate only cash and near cash assets of the Company to the Tender Pool. In such circumstances there will be no or minimal costs of realising the assets in the Tender Pool. It is the Board's current intention only to exercise such discretion where the number of Shares that the Company is required to repurchase pursuant to the Repurchase Agreement is such that allocating only cash and near cash to the Tender Pool is considered by the Board to be in the best interests of Shareholders as a whole.

Conditions to the Tender Offer

The Tender Offer is conditional on the following (together the Conditions):

a) the passing of the Tender Offer Resolution and the Amendment Resolution;

b) Numis being satisfied that the Company has procured payment of an amount equal to the Tender Price multiplied by the number of Exit Shares into a designated bank account in accordance with the Repurchase Agreement;

c) the Company having prepared and filed Interim Accounts in accordance with section 838 of the 2006 Act and on the basis of such Interim Accounts the Directors and Numis being satisfied that the Company has sufficient distributable profits (as defined in section 830 of the 2006 Act) to effect the repurchase of all the Exit Shares pursuant to the Repurchase Agreement (the Distributable Profits Condition);

d) Numis being satisfied, acting in good faith, that at all times up to immediately prior to the announcement of the results of the Tender Offer, the Company has complied with its obligations and is not in breach of any of the representations and warranties given by it, under the Repurchase Agreement; and

e) the Tender Offer not having been terminated in accordance with paragraph 8 of Part III of the Circular prior to fulfilment of the other Conditions.

Restricted Shareholders and other Overseas Shareholders

The Tender Offer is not being made to Shareholders who are resident in, or citizens of, Restricted Jurisdictions. Shareholders who are resident in a Restricted Jurisdiction should note that the Circular is being sent for the purposes of the General Meeting only. Restricted Shareholders are being excluded from the Tender Offer to avoid breaching applicable local laws relating to the implementation of the Tender Offer. Accordingly, Tender Forms are not being and must not be mailed or otherwise distributed in or into Restricted Jurisdictions.

It is the responsibility of all Overseas Shareholders to satisfy themselves as to the observance of any legal requirements in their jurisdiction, including, without limitation, any relevant requirements in relation to the ability of such Shareholders to participate in the Tender Offer.

Expected Timetable

2020

All references are to London times unless otherwise stated.

Each of the times and dates in the expected timetable of events may be extended or brought forward without further notice. 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.

Terms used and not defined in this announcement shall have the meaning given to them in the Circular.

Copies of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM