Share Issue/Capital Change • Mar 2, 2022
Share Issue/Capital Change
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THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action to take, you should consult your stockbroker or other independent professional adviser authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your Ordinary shares of 0.1p each in the capital of the Company please send this letter to the purchaser or transferee or person through whom the sale or transfer was effected for transmission to the purchaser or transferee.
An investment company within the meaning of Section 833 of the Companies Act, 2006 Registered in England and Wales No. 05780006
Directors: Registered Office: Michael Naylor (Chairman) The Zig Zag Building Jaz Bains 70 Victoria Street Simon Baker London SW1E 6SQ Dame Polly Courtice
1 March 2022
Dear Shareholder
We are writing to remind you of your right to subscribe for one new Ordinary share of Jupiter Green Investment Trust PLC (the 'Company') in respect of every ten Ordinary shares held by you on 31 March 2022.
Each registered holder of an Ordinary share has the right to subscribe in cash for new Ordinary shares on 31 March 2022 on the basis of one new Ordinary share for every ten existing Ordinary shares registered in the name of such holder on such date at a price equal to the audited undiluted net asset value of an Ordinary share on the preceding 31 March – 266.73p as at 31 March 2021 (being the last business day in March). Your attention is drawn to the table on page 2 detailing the mid-market quotations for the Ordinary shares. In considering whether or not to subscribe, it may be helpful for Shareholders to bear in mind that shares otherwise acquired through the market on the London Stock Exchange would attract UK stamp duty, at 0.5%, and brokerage commissions, neither of which costs are applicable to the exercise of these rights.
This year's exercise price is, at present, above the current share price. Shareholders are therefore advised to consider carefully their options concerning whether to exercise their subscription rights or not and to seek financial advice if unsure of their position.
The company's website www.Jupiteram.com/JGC shows the company's closing share price the day before in the Performance Report Section. This should be compared to the exercise price of 266.73p enabling you to monitor the difference between the up to date market price and the exercise price, as prices can change between the date of this letter and the date of exercise.
Regardless of whether or not you exercise your subscription rights on 31 March 2022 you will have the right to subscribe in subsequent years, again at a price equal to the audited undiluted net asset value of an Ordinary share on the preceding 31 March.
THIS LETTER IS ISSUED BY WAY OF A REMINDER ONLY IN ORDER TO COMPLY WITH THE CONDITIONS OF THE SUBSCRIPTION RIGHTS SET OUT IN THE COMPANY'S ARTICLES OF ASSOCIATION AND SHAREHOLDERS SHOULD NOT REGARD THIS LETTER AS A RECOMMENDATION TO EXERCISE THEIR SUBSCRIPTION RIGHTS.
The diluted net asset value per Ordinary share (including income and expenses) and the closing middle market prices of the Company's Ordinary shares, taken from the Daily Official List of the London Stock Exchange on the last dealing day in each of the six months prior to the date of this letter and the latest practicable date prior to the dispatch of this letter, were as follows:
| Date | Ordinary share Net Asset Value (p) (including income and expenses) |
Ordinary share Middle Market Price (p) |
|---|---|---|
| 30 September 2021 29 October 2021 30 November 2021 31 December 2021 31 January 2022 |
277.38 289.21 287.50 285.77 252.64 |
257.00 264.00 282.00 272.00 242.00 |
| 22* February 2022 | 237.99 | 214.00 |
* last dealing day prior to production of this notice.
The following information is based on the law and practice currently in force in the UK and applies only to shareholders who are resident or ordinarily resident in the UK for taxation purposes and who hold the shares beneficially as an investment. The information is not exhaustive and does not constitute legal or tax advice. If shareholders are in any doubt as to their taxation position, they should consult their own professional adviser. Investors should note that tax law and interpretation can change and that, in particular, the levels and bases of, and reliefs from, taxation may change and that changes may alter the benefits of investment in the Company.
A shareholder who subscribes will not make a disposal for the purposes of the taxation of chargeable gains and no chargeable gains should arise at that time. Instead, in computing the chargeable gain when Ordinary shares (including Ordinary shares acquired on subscription) are later disposed of, the available base cost will be the aggregate of the shareholders current base cost in their current holding and the amount paid for the Ordinary shares acquired on subscription divided on a per share basis. A liability to Capital Gains Tax or Capital Transfer Tax may arise if you dispose of, or nominate some other person to receive, the Ordinary shares arising from the subscription.
Shareholders wishing to exercise their subscription rights who hold their shares via a Nominee, in ISAs or savings schemes with third parties (e.g. with Hargreaves Lansdown or AJ Bell), should send written instructions to their product providers as soon as possible.
The procedure for exercising your subscription rights whether you hold them in certificated or uncertificated form (that is, in CREST) is the same. In order to exercise your subscription rights in whole or in part, you should complete the enclosed 'Form: Notice to subscribe for Ordinary Shares'. The completed and signed Notice must be lodged with the Company's Registrars, Link Group, Corporate Actions, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL at any time after receipt of this letter but not later than 2.45 p.m. on Wednesday, 30 March 2022, accompanied by a remittance equal to 266.73p in aggregate for each Ordinary share for which you are subscribing (rounded up to the nearest penny) on the basis of one new Ordinary share for every ten Ordinary shares held on 31 March 2022. Cheques should be made payable to 'Link Market Services Limited Re: Jupiter Green Investment Trust Plc – 2022 OFS A/C' and crossed 'A/C payee only'. Alternatively, shareholders are able to make payment electronically as per the instructions included on the attached form. Note that both form and electronic payment will need to be received by Link Group by 2.45 p.m. on Wednesday 30 March 2022.
No fraction of a new Ordinary share will be issued on the exercise of any subscription rights and no refund will be made to a shareholder in respect of any part of the subscription price paid by that shareholder which represents such a fraction (if any). No compensation will be paid to any shareholders who do not exercise their right to subscribe as their entitlement will not be placed in the market.
If you hold your shares in certificated form your new Ordinary shares will be allotted with effect from 14 April 2022 and not later than 14 days after allotment share certificates for the Ordinary shares will be dispatched to you by first class post at your risk. After allotment, and pending the issue of Ordinary share certificates for the new Ordinary shares, an instrument of transfer will be certified by the Company's Registrars against the register.
If you hold your shares in uncertificated form your new Ordinary shares will be allotted with effect from 14 April 2022 and the Ordinary shares arising on subscription will be issued to you in uncertificated form. Following allotment the Registrar will instruct Euroclear UK & Ireland Limited to credit your appropriate stock account (being a stock account under the participant ID and member account ID specified in your Subscription Notice) with the Ordinary shares to which you are entitled.
You should note that it is not possible to nominate any other person as the allottee of all or any of the Ordinary shares to which you are entitled.
The Ordinary shares allotted pursuant to the exercise of subscription rights will not rank for any dividends or other distributions declared, paid or made on the Ordinary shares by reference to a record date prior to 31 March 2022 (the Subscription Date). Subject thereto, the Ordinary shares allotted will rank pari passu in all respects with the existing Ordinary shares.
Should you have any questions about the right to subscribe described in this letter, please call Link Group on +44(0) 371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. – 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Link Group cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes. Alternatively email Jupiter [email protected]. Please note that Jupiter is not permitted to offer investment advice as to whether you should exercise your right to subscribe.
This letter is sent in accordance with the terms of the Company's Articles of Association. It is not to be taken as a recommendation to shareholders to exercise their subscription rights or otherwise. In this respect, if you require advice, you should contact an independent financial adviser authorised pursuant to the Financial Services and Markets Act 2000.
Yours faithfully
Jupiter Asset Management Limited Secretaries, acting for and on behalf of
Jupiter Green Investment Trust PLC
Printed by Park Comnunications 46685
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