JPEC.L Regulatory News (JPEC)

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Legal Entity Identifier: 549300FIUYKKL39ILD07

15 November 2022

JPMorgan Elect plc

Publication of Circular

Further to the announcement of 27 October 2022 by the Board of JPMorgan Elect plc ("JPE" or the "Company") with regard to the proposed combination of the assets of the Company with JPMorgan Global Growth & Income plc ("JGGI") by means of a scheme of reconstruction (the "Scheme") and voluntary winding up of the Company pursuant to section 110 of the Insolvency Act 1986 (the "Proposals"), the Board is pleased to announced that the Company has today published a circular to the Company's shareholders ("Shareholders") in connection with the Proposals (the "Circular").

If the Scheme becomes effective, Shareholders will, subject to the terms and conditions set out in the Circular, roll over their holdings of JPE Shares into New JGGI Shares.

Defined terms used in this announcement have the meanings ascribed to them in the Circular unless the context otherwise requires.

Background

The Board announced on 27 October 2022 that it had agreed heads of terms for a combination of the assets of the Company with JGGI by means of the Scheme. While the tax circumstances of individual Shareholders will differ, this structure is designed to ensure that the Transaction does not trigger a capital gains tax liability for UK taxpayers who do not sell their JPE Shares.

For some time, the Board has been concerned about the performance of the Income Share class, which ranks towards the bottom third of its peer group. The need to ensure that the dividend payable to Income Shareholders remains attractive has been gradually eroding the Company's reserve base and has meant that the Company has not provided Income Shareholders with much capital growth. As the Board sought solutions for this issue, a full review of the Company and its prospects seemed appropriate. During this process, it became clear that the Company faced certain fundamental difficulties, which the Board considered were only likely to worsen with time:

1. The complex structure of the Company is not having its desired effect of attracting new investors. Part of the rationale for the structure of JPE was that Shareholders would be able to switch between Share classes (Income, Growth and Cash) on a tax-free basis. This facility has not been widely used. Furthermore, a significant percentage of the Shares of the Company is now held in tax wrappers (e.g. ISAs), where the tax-free switching facility is irrelevant.

2. As a consequence of this waning demand, in order to manage the Share price discount to NAV, the Company itself has been a significant buyer of its own Shares in the market over the past few years, including pursuant to the quarterly repurchase facility available to Cash Shareholders. As the Company shrinks, its costs per Share increase, and indeed in the Board's view such costs are now too high, particularly in respect of the Growth Shares which are subject to both direct and, as a result of investing in underlying funds, indirect costs. The Board believes such high costs are another detractor from investor demand.

3. For holders of Growth Shares, the "fund of funds" approach has added volatility to the NAV returns and by association to the Share price. Instead of a straightforward exposure to global markets, the instruments available to the Manager have led to a skewed regional and thematic approach which in the Board's view has not always delivered the desired results and has made it difficult to attract new investors. The Board believes Growth Shareholders would be better served by a straightforward exposure to a "core global" strategy with an explicit objective of producing returns ahead of global benchmarks.

Following this review, the Board concluded that a liquidation and combination with another investment trust would be the best solution and engaged an independent consultant to consider the Company's options. Having considered a range of potential merger partners managed by different investment managers, the Board concluded that a combination with JGGI would be in the best interests of Shareholders for the following reasons:

1. JGGI's performance has been excellent in most market conditions. It has consistently outperformed most of its competitors and its investment process makes effective use of J.P. Morgan's global research resources. Over the five years ended 30 June 2022, the NAV total return of JGGI has been 9.99 per cent. per annum, representing an outperformance of 1.54 per cent. against the Benchmark. The style of the JGGI portfolio is "core global", avoiding excessive exposure to fads and fashions while emphasising quality. JGGI also has a strong ESG process which the Board considers is fit for the modern era.

2. JGGI has an income target, with a stated intention to pay a quarterly dividend of a minimum of 4 per cent. per annum of JGGI's NAV as at the end of the preceding financial year. Since this dividend policy was put in place in 2016, JGGI's dividends per Share have increased from 3.20 pence to 17.00 pence. The Board understands that not all Shareholders are interested in receiving income, and in particular the Growth Shareholders are understood to be primarily focused on capital growth. However, the Board expects that rolling Shareholders into a vehicle which pays out substantially all income received, to be unobjectionable to Shareholders, including those with holdings of Growth Shares. For the Income Shareholders, the combination with JGGI should still result in receiving a healthy yield while also promoting long term capital growth exceeding that of their existing holding of Income Shares.

3. JGGI has an effective long term discount control policy which aims to maintain an average discount to NAV of 5 per cent. or less. It also has scale and liquidity with net assets of £1.4 billion and average daily trading volume of 1.6 million shares, both of which are important in facilitating the effective management of the discount. While the discount at which the shares of an investment trust trade varies, the Board believes that the factors on top of scale and liquidity which point towards a low and stable discount include a diversified shareholder base and a firm and proven commitment to maintaining a tight discount. In these areas, JGGI scores highly, as evidenced by the discount record since the new discount control policy was adopted in 2016, with JGGI trading at an average premium of 1.9 per cent. over this period and at an average premium over the one year to 10 November 2022 of 1.0 per cent.

4. The fee scale of JGGI is very competitive and following completion of the Scheme, the initial weighted average management fee would be 0.45 per cent. of JGGI's net asset value.

5. JGGI has taken advantage of its strong track record and has seized the opportunity to be a sector consolidator, having recently completed the rollover of The Scottish Investment Trust plc pursuant to a section 110 scheme of reconstruction. JGGI's underlying investment process is scalable and as it grows, the relative costs borne by each of its shareholders shrinks. If the Transaction completes as proposed, JGGI will be one of the larger global investment trusts.

In conducting its review of the Company's future, the Board sought a long-term solution offering Shareholders investment in a stable and robust vehicle with the scale and marketability to be attractive to a broad range of investors and with appropriate policies to protect shareholder interests. The Board believes that the proposed combination with JGGI offers Shareholders all of this.

Overview of the Transaction

In order to complete the Transaction, Shareholder approval for the Scheme is required at the First General Meeting and the Class Meetings and, if such approval is forthcoming, further Shareholder approval is then required at the Second General Meeting in order to take the formal steps of winding-up the Company voluntarily, appointing the Liquidators to implement the Scheme and applying for the cancellation of the listing of the Shares on the Official List pursuant to the Listing Rules. In accordance with the Scheme, Shareholders will be allotted New JGGI Ordinary Shares (in respect of holdings of Cash Shares or Income Shares) or New JGGI C Shares (in respect of holdings of Growth Shares) at the point at which the Company enters liquidation.

If Shareholder approval for the Scheme is granted at the First General Meeting, the Company and/or the AIFM (or their agents) will to the extent practicable seek to realign the Company's portfolios prior to the Effective Date so that, immediately prior to the Scheme taking effect, the Company will hold, in addition to assets destined to become the Liquidation Pool, investments which are suitable to be held by JGGI in accordance with its current investment policy. However, given the less liquid nature of some of the investments in the Growth Portfolio, it is expected that a significant proportion of such investments will not be disposed of prior to the Effective Date but will rather simply transfer to JGGI under the Transfer Agreement. Consequently, it is expected that:

· investments in the Income Portfolio and the Cash Portfolio will, prior to the Scheme taking effect, be disposed of and the proceeds used to acquire investments for the Income Portfolio or the Cash Portfolio (respectively) which align with JGGI's current investment policy. These investments will be transferred to JGGI as part of the Scheme in exchange for the issue of New JGGI Ordinary Shares, as described further below; and

· investments in the Growth Portfolio will: (a) to the extent practicable, be disposed of and the proceeds used to acquire investments for the Growth Portfolio which align with JGGI's current investment policy; and (b) in the case of less liquid investments (expected to be a significant proportion of the investments currently in the Growth Portfolio) be retained within the Growth Portfolio. All such investments will be transferred to JGGI under the Transfer Agreement in exchange for the issue of New JGGI C Shares. These investments will be held by JGGI as a separate pool of assets attributable to the New JGGI C Shares until such time as the assets attributable to the New JGGI C Shares have been aligned with JGGI's current investment policy to the satisfaction of the JGGI Board, at which point the JGGI Board will convert the New JGGI C Shares into JGGI Ordinary Shares on a NAV for NAV basis in accordance with the JGGI Articles.

JPMorgan Global Growth & Income plc's strategy and performance

As noted above, if the Scheme becomes effective, Shareholders will rollover their holdings of JPE Shares into New JGGI Shares. Full details on JGGI are set out in Part 2 of the Circular and in the JGGI Prospectus (which will be available on or around 21 November 2022 at https://am.jpmorgan.com/gb/en/asset-management/per/funds/investment-trusts/global-growth-and-income-investment-trust), but key information is summarised below.

JGGI Strategy

JGGI seeks to select companies with the most compelling long-term strategies and is well-positioned for future trends. JGGI is driven by a Bottom-up Stock Selection process, with a best ideas portfolio allocating a larger weighting to the most preferred stocks when compared to their weighting in the index. This approach makes use of the full resources of J.P. Morgan (including 80 expert analysts worldwide) and JGGI's investment trust structure, offering useful diversification for investors seeking reliable levels of income.

JGGI's investment manager deploys JGGI's investment strategy in a style-neutral way and has built this strategy on an approach where the investment manager seeks to add incremental value to the portfolio by capitalising on mis-valuations in equity markets via a risk-controlled bias towards attractively ranked securities within regional sectors while minimising sector, region, and style risk.

Given this approach, JGGI's portfolio broadly remains similar in sector and style to the Benchmark, while incrementally over/under weighting at the stock specific level within regional sectors in order to outperform the Benchmark at the Bottom-up Stock Selection level. This is evidenced by JGGI's long-term attribution, where the vast majority of outperformance being produced is due to stock selection within sectors and regions.

JGGI's initial active positions in investee companies typically range from 0.5 per cent. to 1.5 per cent. and the size of an initial position is determined by various factors, including the strength of the valuation signal, the investment manager's level of insight and its conviction in the investment case. Individual stock weights, once a full position has been established, are typically between +/-5 per cent. relative to the Benchmark. For JGGI, the investment manager's goal is to derive the majority of portfolio risk from stock specific factors, such as valuation or expected future earnings growth. JGGI's investment manager believes risk management to be central to the investment management process.

As at 10 November 2022, this process had delivered a NAV total return (net of fees) of 2.61 per cent. per annum over the MSCI All Country World Index since inception on 30 September 2008.

Performance

The NAV total return of JGGI, the Growth Shares, the Income Shares, the Cash Shares and the Benchmark over various time periods to 10 November 2022 (being the latest practicable date prior to publication of the Circular) is set out below. While the data shown are not directly comparable, the Board believes they illustrate that an investment in JGGI is attractive for all classes of Shareholders.

Source: © Morningstar 2022, in each case to 10 November 2022. Past performance is not a guide to current and future performance. The value of your investments and any income from them may fall as well as rise and you may not get back the full amount you invested.

Dividend policy

The JGGI Board's current intention is to pay quarterly dividends over the course of each financial year which, in aggregate, total at least 4 per cent. of the net asset value of JGGI as at the end of the preceding financial year. Accordingly, at the start of each financial year the JGGI Board announces the distribution it intends to pay to shareholders in the forthcoming year in four equal instalments. JGGI has the ability to pay dividends out of capital and does currently pay its dividends, in part, out of its realised capital profits.

JGGI declared dividends totalling 16.96 pence per JGGI Share in respect of the financial year commencing 1 July 2021, which represented an annual dividend equivalent to 4.22 per cent. of JGGI's unaudited net asset value (cum income with debt at fair value) as at 30 June 2022.

JGGI has announced that in relation to the year commencing 1 July 2022, it intends to pay dividends totalling 17.00 pence per JGGI Share (being 4.25 pence per share per quarter), which represents an annual dividend equivalent to 4.23 per cent. of the unaudited net asset value (cum income with debt at fair value) as at 30 June 2022.

Benefits of the Transaction

The Board notes a number of attractions to a combination with JGGI:

Strong historic investment performance: Over the five years ended 30 June 2022, the NAV total return of JGGI was 9.99 per cent. per annum, representing outperformance of 1.54 per cent. per annum against the Benchmark.

Since 30 June 2022, JGGI has continued to demonstrate steady performance, despite market volatility and currency fluctuations. Market appreciation of this steady performance can be seen in JGGI's persistent trading at a premium to net asset value and its ongoing tap issuance throughout this year.

Style-agnostic: The JGGI investment strategy is agnostic as between value and growth, focusing purely on the best total return opportunities. This affords the investment manager greater flexibility to invest in value stocks or growth stocks as it sees fit than is possible under the Company's investment strategy.

Attractive dividend: JGGI has a distribution policy which targets aggregate dividends in each financial year representing at least 4 per cent. of JGGI's net asset value at the end of the preceding financial year. The declared dividends totalling 16.96 pence per JGGI Share in respect of the financial year commencing 1 July 2021 represented an annual dividend equivalent to 4.22 per cent. of JGGI's unaudited net asset value (cum income with debt at fair value) as at 30 June 2022. By way of comparison, the dividends totalling 4.80 pence per Income Share declared by the Company in respect of its last financial year (ended 31 August 2022) represented an annual dividend equivalent to 4.79 per cent. of the net asset value of the Income Portfolio (cum income with debt at fair value) as at 31 August 2022.

JGGI has announced that in relation to the year commencing 1 July 2022, it intends to pay dividends totalling 17.00 pence per JGGI Share (being 4.25 pence per share per quarter), which represents an annual dividend equivalent to 4.23 per cent. of the unaudited net asset value (cum income with debt at fair value) as at 30 June 2022.

Scale: The combined company will have net assets in excess of £1.7 billion (based on valuations as at 10 November 2022 and assuming that no JPE Shares are repurchased pursuant to the JPE Repurchase Facility on 30 November 2022), creating a leading investment vehicle for global equity investing that delivers an attractive dividend yield. The scale of the combined company should improve secondary market liquidity for the Company's Shareholders and will achieve cost efficiencies.

JGGI is currently a constituent of the FTSE 250 index, allowing JGGI Shareholders to benefit from an enhanced profile which has the potential to generate further interest in JGGI Shares.

Low ongoing charges: With effect from 1 January 2022, a new scaled annual management charge ("AMC") has applied to JGGI. By way of illustration, based on valuations as at 10 November 2022 (and assuming that no JPE Shares are repurchased pursuant to the JPE Repurchase Facility on 30 November 2022), following implementation of the Transaction, the initial weighted average management fee would be 0.45 per cent. of JGGI's net asset value.

Contribution from the Manager: The Manager has agreed to make a costs contribution (by way of a waiver of a part of its ongoing management fee) in respect of the Transaction in an amount equal to 8 months' management fee payable by the enlarged JGGI in respect of the value as at the Calculation Date of the net assets transferred to JGGI by the Company pursuant to the Scheme.

Continuity: Upon the Scheme becoming effective, Steve Bates will join the board of JGGI as a non-executive director, which is intended to provide continuity of oversight for Shareholders rolling over into JGGI.

Further details on JGGI, including details of its investment strategy and key characteristics of its portfolio, are set out in Part 2 of the Circular and will be set out in the JGGI Prospectus.

Dividends

The Board has announced a pre-liquidation dividend of 6.00 pence per Growth Share and 1.10 pence per Income Share which will be paid to the relevant Shareholders prior to the Effective Date in lieu of any other first interim dividend for the year to 31 August 2023. For the avoidance of doubt, no pre-liquidation dividend has been declared with respect to the Cash Shares.

Shareholders receiving New JGGI Ordinary Shares under the Scheme will not be entitled to receive JGGI's second interim dividend for the year ending 30 June 2023, which was declared on 3 November 2022 and will be paid on 6 January 2023 to JGGI Shareholders on the JGGI register as at the close of business on 25 November 2022, but will thereafter rank fully for all dividends declared by JGGI with respect to JGGI Ordinary Shares with a record date falling after the date of the issue of those New JGGI Ordinary Shares to them.

Shareholders receiving New JGGI C Shares under the Scheme will:

· rank fully for all dividends declared by JGGI with respect to JGGI C Shares with a record date falling on or before the C Share Conversion Date; and

· rank fully for all dividends declared by JGGI with respect to JGGI Ordinary Shares with a record date falling after the C Share Conversion Date.

Costs of implementing the Scheme

Costs of the Company

The costs incurred by the Company include both direct costs, being the costs necessary for the implementation of the Transaction, and indirect costs, being the costs associated with the realignment of the Company's portfolios.

Direct costs

The costs directly incurred (or to be incurred) by the Company in implementing the Transaction primarily comprise legal and financial advisory fees and Liquidators' fees.

Such costs, which will be payable by the Company and thereby borne by Shareholders, are estimated (after taking into account the Manager's Contribution and excluding the Liquidators' Retention, both as detailed below) to be equivalent to 0.2 per cent. of the Company's net asset value as at 10 November 2022. Such costs will be allocated amongst the Share classes pro rata based on the respective net asset value of each Share class.

Indirect costs

The Company will also incur indirect costs in disposing of the existing investments in the Income Portfolio, the Cash Portfolio and, to the extent practicable, the Growth Portfolio and acquiring investments consistent with JGGI's current investment policy (the "JPE Portfolio Realignment Costs").

JPE Portfolio Realignment Costs incurred or accrued prior to the Scheme becoming effective will be borne by the Company and shall be allocated to the Share class in respect of which they were incurred.

Costs of JGGI

The costs incurred by JGGI in connection with the implementation of the Transaction include legal fees, financial advisory fees, other professional advisory fees, printing costs and other applicable expenses (the "JGGI Implementation Costs"). The JGGI Implementation Costs will be borne by existing JGGI Shareholders and are estimated (after taking into account the Manager's Contribution as detailed below) to be equivalent to 0.06 per cent. of JGGI's net asset value as at 10 November 2022.

In addition, the enlarged JGGI, will bear any stamp duty, SDRT or other transaction tax, or investment costs it incurs for the acquisition of the Rollover Pools or the deployment of the cash therein upon receipt (the "JGGI Acquisition Costs"). The enlarged JGGI Ordinary Share class will bear the JGGI Acquisition Costs associated with the transfer of the Cash Rollover Pool and the Income Rollover Pool. The JGGI C Share Class will bear the JGGI Acquisition Costs associated with the transfer of the Growth Rollover Pool.

After the Scheme becomes effective, the JGGI C Share class will also incur a number of costs in disposing of the investments in the Growth Rollover Pool transferred to JGGI pursuant to the Transfer Agreement and acquiring a portfolio of investments consistent with JGGI's current investment policy (the "JGGI C Share Portfolio Realignment Costs"). The JGGI C Share Portfolio Realignment Costs will be attributed to the New JGGI C Shares issued pursuant to the Scheme and will therefore be borne indirectly by the Growth Shareholders who acquire New JGGI C Shares pursuant to the Scheme.

The enlarged JGGI will also bear the London Stock Exchanges fees in respect of the admission of the New JGGI Shares which are estimated to be £0.14 million in respect of the New JGGI Ordinary Shares (to be borne by the enlarged JGGI Ordinary Share class) and £0.27 million in respect of the New JGGI C Shares (to be borne by the JGGI C Share class).

Manager's Contribution

JPMF has agreed to make a contribution (the "Manager's Contribution") to the costs of the Transaction by way of a waiver of part of the ongoing management fee payable by JGGI. The Manager's Contribution will be an amount equal to 8 months of JGGI's prevailing management fee calculated on the value of the net assets transferred to JGGI by the Company pursuant to the Scheme. The nancial value of the Manager's Contribution is estimated at approximately £0.8 million based on the estimated net asset value of the assets to be transferred to JGGI as at 10 November 2022 (and assuming that no JPE Shares are repurchased pursuant to the JPE Repurchase Facility on 30 November 2022).

35 per cent. of the Manager's Contribution will be allocated to benefit existing JGGI Shareholders and 65 per cent. will be allocated to Shareholders, with the latter being further allocated to benefit holders of Growth Shares, Income Shares and Cash Shares pro rata to the respective net asset value of each class as at the Calculation Date.

Liquidators' Retention

The Liquidators' Retention is estimated at £100,000, which represents 0.03 per cent. of the Company's net asset value as at 10 November 2022 and will be retained by the Liquidators to meet any unknown or unascertained liabilities of the Company. Amounts shall be allocated to the Liquidators' Retention from each Share class pro rata based on the relative net asset values of the Share classes as at the Calculation Date. To the extent that some or all of the Liquidators' Retention remains when the Liquidators are in a position to close the liquidation, such amount together with any other funds remaining in the Liquidation Pool will be allocated amongst the Share classes pro rata based on the respective net asset value of each Share class as at the Calculation Date and returned to Shareholders on the Register as at the Effective Date, pro rata to the number of Shares of the relevant class held by them on such date. If, however, any such amount payable to any Shareholder is less than £5.00, it shall not be paid to the Shareholders but instead shall be paid by the Liquidators to the Nominated Charity.

Expected Timetable  

For further information: