Last checked at 5 Feb 2020 15:16
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JPMORGAN INDIAN INVESTMENT TRUST PLC
RESULTS OF GENERAL MEETING AND TENDER OFFER ELECTIONS
LEI: 549300OHW8R1C2WBYK02
5 February 2020
Result of General Meeting
The Board of JPMorgan Indian Investment Trust plc (the "Company") announces that all of the special resolutions put forward at its General Meeting held today were duly passed without amendment. Resolution 1 was to provide authority for the Company to make market purchases of shares in connection with the Tender Offer; Resolution 2 was to ratify the Relevant Distributions outlined in Schedule 2 of Circular published by the Company on 6 January 2020; and Resolution 3 was to approve the adoption of the New Articles.
Tender Offer Conditions
The Tender Offer remains conditional on the following:
a) 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;
b) 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);
c) Numis being satisfied, acting in good faith, that at all times up to immediately prior to the announcement of the Tender Price, 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
c) 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.
Results of Tender Offer
The Company announces that a total of 40,586,343 Shares, being 38.8% of the Company's Shares in issue (excluding treasury shares) as at the Record Date (being 6.30 p.m. on 3 February 2020), were validly tendered under the Tender Offer. As a result, the Tender Offer was oversubscribed. The Basic Entitlement of all Shareholders who have validly tendered their Shares will be accepted in full and excess tenders will be satisfied to the extent of approximately 44.8% of the excess Shares tendered.
A total of 26,143,735 Shares will be repurchased by the Company under the Tender Offer and cancelled.
Following the implementation of the Tender Offer, the Company will have 99,473,851 Shares in issue of which 21,042,646 are held in treasury. Accordingly, the total number of Shares with voting rights in the Company will be 78,431,205 and this figure may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the Disclosure Guidance and Transparency Rules.
Expected Timetable 2020
CREST accounts credited for revised uncertificated holdings of Shares not accepted under the Tender Offer | as soon as practicable and by no later than 2 Business Days after the results of the Tender Offer elections have been announced
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Tender Pool Calculation Date
| by close of business on 5 February |
Establishment of Tender Pool and realisation of Tender Pool commences
| 6 February |
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Tender Price announced and acquisition of the Exit Shares by Numis and repurchase of the Exit Shares by the Company | as soon as practicable after all of the assets allocated to the Tender Pool have been realised (or, if later, the day on which the Distributable Profits Condition is satisfied)
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Despatch of balancing share certificates for revised certificated holdings in the case of partial tenders and, if applicable, return of share certificates in respect of unsuccessful tenders of certificated Shares | as soon as practicable and by no later than 10 Business Days after all of the assets allocated to the Tender Pool have been realised (or, if later, 5 Business Days after the satisfaction of the Distributable Profits Condition)
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Cheques despatched and payments through CREST made in respect of the Exit Shares | as soon as practicable and by no later than 10 Business Days after all of the assets allocated to the Tender Pool have been realised (or, if later, 5 Business Days after the satisfaction of the Distributable Profits Condition) |
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 published by the Company on 6 January 2020.
JPMorgan Funds Limited Company Secretary
Name of contact and telephone number for queries: |
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Jonathan Latter 020 7742 4000 |
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