23 Nov 2022 16:42
23 November 2022
This announcement contains inside information for the purposes of Article 7 of the UK version of Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended ("UK MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of UK MAR. This announcement has been authorised for release by the Company's Board of Directors.
JPMorgan Russian Securities plc
Result of General Meeting
Legal Entity Identifier: 549300II3MHI98ZLVH37
The Board of JPMorgan Russian Securities plc (the "Company") is pleased to announce that, at the general meeting of the Company held earlier today, the ordinary resolution approving and adopting the new investment objective and policy as detailed in the circular to shareholders dated 27 October 2022 (the "Circular") was duly passed by shareholders.
Details of the number of votes cast for, against and withheld in respect of the resolution, which was voted on by way of a poll, are set out below and will also be published on the Company's website www.jpmrussian.co.uk
Ordinary Resolution | Votes For (including Discretionary) | % of Votes | Votes Against | % of Votes | Votes Total | % of Issued Share Capital | Votes Withheld |
To approve and adopt the new investment objective and policy as detailed in the circular published by the Company on 27 October 2022 | 6,317,522 | 61.32 | 3,984,512
| 38.68
| 10,302,034 | 25.48 | 2,494 |
Where 20 per cent. or more of votes have been cast against any Board recommendation for a resolution, the Company is required by provision 4 of the AIC Code of Corporate Governance to explain what action it will take to consult shareholders to understand the reasons behind the result. Following publication of the Circular, the Board has received a number of questions from shareholders regarding the proposals and understands that some shareholders are concerned whether the implementation of the new investment objective and policy would be followed by an issue of shares or capital raising that would dilute their shareholding in the Company. Some shareholders are also concerned that the Company may undertake a 'fire sale' of its Russian holdings if the Russian market reopened to the Company.
As noted in the RNS announcement of 7 November 2022, there are currently no plans to issue shares or raise capital, even in the event that the current prohibitions on the trading of and receipt of dividends from Russian securities are lifted. The Board is mindful of shareholders' pre-emption rights and its duty to promote the success of the Company for the benefit of the members as a whole. The Company will continue to engage with shareholders to understand their concerns. An updated list of shareholders' questions and answers (Q&A) will be uploaded onto the Company's website shortly. In addition, updates will be provided in the Company's annual report and financial statements that are expected to be released before the end of January 2023.
Eric Sanderson, Chairman, commented:
"As a Board we condemn the actions of the Russian State in Ukraine and our thoughts are with the Ukrainian people. It is a tragedy for them. We will take the approval of today's resolution to amend the Company's investment objective and policy as a step forward in attempting to avoid the crystallisation of current shareholders' losses in the Company of circa 95 per cent. The widening of the Company's investment objective is not a proposal that we would have made in normal trading conditions. However, with the situation for the Company since Russia's invasion of Ukraine on 28 February 2022 remaining unchangedand no one knowing where these tragic events will lead or what the future holds, today's approval will at least provide an opportunity for the Company to resume investment and income generation. As previously stated, the Board is conscious of existing shareholders' pre-emption rights and concerns about possible dilution of their holdings following the widening of the investment objective and it is in that context that we will implement today's mandate."
As set out in the Circular, following a resolution of the Board in accordance with the Company's Articles of Association, the Company intends to change its name to JPMorgan Emerging Europe, Middle East & Africa Securities plc and to update the ticker of the Company to JEMA as soon as is practicable.
In accordance with Listing Rule 9.6.2., a copy of the resolution has been submitted to the National Storage
Mechanism (https://data.fca.org.uk/#/nsm/nationalstoragemechanism) and will shortly be available for inspection. The full text of the new investment objective and policy can be found in the Circular, which is also available for inspection on the National Storage Mechanism and on the Company's website (www.jpmrussian.co.uk).
Enquiries:
JPMorgan Funds Limited | +44 (0) 20 7742 4000 |