27 February 2024
JPMorgan Mid Cap Investment
Trust plc
Legal
Entity Identifier: 549300QED7IGEP4UFN49
Result of Second General
Meeting and Entitlements under the Scheme
In connection with the proposals for
a combination of JPMorgan Mid Cap
Investment Trust plc (the "Company" or "JMF") with
JPMorgan UK Smaller Companies Investment Trust plc
(to be renamed JPMorgan UK Small Cap Growth &
Income plc) ("JMI") by way of a scheme of
reconstruction of the Company under section 110 of the Insolvency
Act 1986 (the "Scheme"),
the Board of the Company is pleased to announce the result of the
Second General Meeting and Shareholders' entitlements under the
Scheme.
Result of Second General Meeting
The Company announces that the
special resolution to wind up the Company and place the Company
into members' voluntary liquidation was voted on and approved by
the Company's shareholders at the Second General Meeting held
earlier today.
Second General Meeting Special
Resolutions
|
Votes For (including
Discretionary)
|
%
|
Votes Against
|
%
|
Votes Total
|
Votes Withheld
|
THAT subject to certain conditions,
the Company be wound-up voluntarily and the joint liquidators
appointed
|
4,896,911
|
99.33
|
32,903
|
0.67
|
4,929,814
|
23,611
|
The listing of the Company's
Reclassified Shares was suspended at 7.30 a.m. on 27 February 2024.
The Company, through its advisers, has notified the London Stock
Exchange of the Company's intention to cancel the Company's
admission of the Reclassified Shares to trading at 8:00 a.m. on 29
February 2024.
Entitlements under the
Scheme
As at the Calculation Date,
Shareholders' entitlements under the Scheme calculated in
accordance with the terms of the Scheme were as follows:
·
JMF FAV per Share: 1,048.748039 pence
·
Cash Pool NAV per Share (net of costs of realising
the assets allocated to the Cash Pool): 1,020.240800
pence
·
JMI FAV per Share: 322.690000 pence
Therefore, Shareholders will receive
the following cash and/or number of JMI Shares:
For Shareholders that elected for
the Cash Option:
- Each
Share with B rights attached to it will receive 1,020.240800 pence
in cash.
For Shareholders that elected (or
are deemed to have elected) to receive JMI Shares:
- Each
Share with A rights attached to it will roll over into 3.250017 JMI
Shares.
As noted in the Circular, the
Directors have set aside sufficient assets in the Liquidation Pool
to meet all estimated liabilities and contingencies, including the
costs of the winding up of the Company and the costs of
implementing the Scheme. The Directors have also provided in the
Liquidation Pool for a retention of £150,000 which they, together
with the joint Liquidators, consider sufficient to meet any unknown
or unascertained liabilities of the Company.
The Liquidation Pool will be applied
by the joint Liquidators in discharging all current and future
actual and contingent liabilities of the Company and, any balance
remaining after discharging such liabilities from the Liquidation
Pool will in due course be distributed to Shareholders on the
Register on the Effective Date pro rata to their respective
holdings of Shares in accordance with the terms of the
Scheme.
Following the appointment of the
joint Liquidators, all further enquiries regarding the Company
should be made to the joint Liquidators, whose contact details are
below.
All further queries regarding the
Rollover Option should be made to JPMorgan Funds Limited, whose
contact details are below.
In accordance with the Circular,
Shareholders who elected, or were deemed to have elected, for the
Rollover Option will receive their New JMI Shares; (i) in relation
to holders in CREST, via CREST on 28 February 2024; and (ii) in
relation to certificated shareholders, in certificated form on 12
March 2024 (or as soon as practicable thereafter). Shareholders who
elected, or were deemed to have elected, for the Cash Option will
receive their entitlements on 12 March 2024 (or as soon as
practicable thereafter) via CREST and/or cheque.
The full text of the special
resolution of the Second General Meeting is set out in the Notice
of Second General Meeting contained in the Company's circular to
Shareholders dated 23 January 2024 (the "Circular").
The Circular is available for
viewing on the Company's website at
www.jpmmidcap.co.uk
and at the National
Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Unless otherwise defined, all
capitalised terms used but not defined in this announcement shall
have the meaning as given to them in the Circular.
For further information please
contact:
Liquidators
Gareth Morris
Susan Evans
|
+44(0) 117 203 3700
|
|
|
JPMorgan Mid Cap Investment Trust plc
John Evans
|
Contact via Company
Secretary
|
JPMorgan Funds Limited
Simon Crinage
Fin Bodman
JPMorgan Funds Limited (Company Secretary)
|
+44 (0) 20 7742 4000
+44 (0) 20 7742 4000
|
Alison Vincent
|
|
|
|
Investec Bank
plc
David Yovichic
Tom Skinner
Helen Goldsmith
|
+44 (0) 20 7597 4000
|