Share Issue/Capital Change • Mar 1, 2023
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 Baroness Bryony Worthington
1 March 2023
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 2023.
Each registered holder of an Ordinary share has the right to subscribe in cash for new Ordinary shares 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 – 258.43p as at 31 March 2022 (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 258.43p 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 2023 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 RIGHT.
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 2022 31 October 2022 30 November 2022 30 December 2022 31 January 2023 |
234.48 238.19 252.75 241.09 259.14 |
192.00 190.00 209.00 200.00 212.50 |
| 22* February 2022 | 262.21 | 222.50 |
* 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.
In order to exercise your subscription rights in whole or in part, you should complete the enclosed application form to subscribe for Ordinary Shares. The completed and signed application form must be lodged with the Company's Registrars by using the enclosed reply-paid envelope to, Equiniti, Receiving Agent, Equiniti, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA at any time after receipt of this letter but not later than 11.00 a.m. on Friday, 31 March 2023, accompanied by a remittance equal to 258.43p 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 2023. Cheques should be made payable to Equiniti Limited re Jupiter Green Investment Trust Offer for Subscription' and crossed 'A/C payee only'. Cheques and banker's drafts must be drawn on an account at a branch of a bank or building society in the United Kingdom and must bear the appropriate sort code in the top right hand corner. You should tick the relevant payment method box under Settlement Details in the application form. Third party cheques may not be accepted with the exception of banker's drafts or building society cheques where the bank or building society has endorsed the back of the cheque or draft by adding the Shareholder's details and the branch stamp. Such cheques or banker's drafts must bear the appropriate sort code in the top right-hand corner and must be for the full amount payable on application.
For applicants who wish to pay by electronic transfer, payments must be made by CHAPS or bank transfer in Sterling. Payments must be made for value by 10.00 a.m. on 30 March 2023 (one business day before the close of the receiving period). Prior to sending in the form to Equiniti please contact the Registrars by email at [email protected] quoting 'JGIT – Offer for Subscription' in the subject line confirming the amount of cash in Sterling you are intending to remit and to request full bank details and to be advised of any additional Know Your Client (KYC) documentation that may be required to be provided and instructions on how to complete the application. The Registrar will then provide the applicant with a unique reference number which must be quoted by the applicant's bank when sending payment. The reference number must also be inserted in Section 1b page 2 of the Application Form. By clearly writing the reference number on the Application Form, this will enable the Registrars to link the payments. For any payments made by electronic transfer, a copy of the bank statement showing the transaction will be required by the Registrars in order to establish the source of the funds. Bank statements must show the same name as the applicant and Offer Shares will not be credited until such documentation is received.
If you are a Qualifying CREST Shareholder, Offer for Subscription Entitlements are expected to be credited to CREST accounts on 2 March 2023. Please note that unlike previous Entitlements subscriptions no application forms will be posted to uncertificated shareholders.
Qualifying CREST Shareholders who are CREST members and who want to apply for Offer for Subscription Shares in CREST must send (or, if they are CREST sponsored members, procure that their CREST sponsor sends) an USE Instruction to Euroclear which, on its settlement, will have the following effect:
(a) the crediting of a stock account of the Registrar under the participant ID and member account ID specified below, with a number of Offer for Subscription Entitlements.
Offer for Subscription Shares applied for; and
(b) the creation of a CREST payment, in accordance with the CREST payment arrangements in favour of the payment bank of the Receiving Agent in respect of the amount specified, rounding up to the nearest whole penny where applicable in the USE Instruction which must be the full amount payable on application for the number of Offer for Subscription Shares referred to in paragraph (a).
The USE Instruction must be properly authenticated in accordance with Euroclear's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:
(g) the amount payable by means of a CREST payment on settlement of the USE Instruction. This must be the full amount payable on application for the number of Offer for Subscription Shares referred to in (i) above;
(h) the intended settlement date. This must be on or before 11.00 a.m. on 31 March 2023; and
In order for an application under the Offer for Subscription to be valid, the USE Instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 31 March 2023.
In order to assist prompt settlement of the USE Instruction, CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory fields to the USE Instruction:
CREST members and, in the case of CREST sponsored members, their CREST sponsors, should note that the last time at which a USE Instruction may settle on 31 March 2023 in order to be valid is 11.00 a.m. on that day.
(a) To ensure compliance with the Regulations, the Registrars may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf an Application Form is lodged with payment (which requirements are referred to below as the "verification of identity requirements").
The Registrars may therefore undertake electronic searches for the purposes of verifying identity. To do so, the Registrars may verify the details against the Applicant's identity, but also may request further proof of identity. The Registrars reserve the right to withhold any entitlement (including any refund cheque) until such verification of identity is completed to the Registrars' satisfaction.
If the Registrars determine that the verification of identity requirements apply to any application, the relevant Offer Shares (notwithstanding any other term of the Offer) will not be issued to the relevant Applicant unless and until the verification of identity requirements have been satisfied in respect of that Applicant or application. The Registrars are entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any application and whether such requirements have been satisfied, and neither the Registrars nor the Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.
If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certificates. If, within a reasonable time following a request for verification of identity, the Registrars have not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant application as invalid, in which event the monies payable on acceptance of the Offer will be returned (at the Applicant's risk) without interest to the account of the bank or building society on which the relevant cheque or banker's draft was drawn.
The verification of identity requirements will not usually apply:
In other cases the verification of identity requirements may apply. Satisfaction of these requirements may be facilitated in the following ways:
In the event that CREST Shareholders make any additional purchases in the market after the 24 February and wish to receive more Offer for Subscription entitlement shares please contact Equiniti by email at [email protected]. Qualifying CREST Shareholders when requesting an increased credit should ensure that they leave sufficient time for the additional Offer for Subscription Entitlement to be credited to their account and for an application to be made in respect of those entitlements before the last day to accept, being 11.00 am on 31 March 2023.
It should be noted that any refunds due to oversubscriptions will be returned to shareholders as soon as reasonably practicable either by cheque, via Crest assured message or direct to your bank account without interest.
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 13 April 2023 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 13 April 2023 and the Ordinary shares arising on subscription will be issued to you in uncertificated form. Following allotment the Registrar will instruct Euroclear UK & International 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 the record date which is 31 March 2023 (Also being 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 Equiniti on Corporate Actions Helpline 0371-384-2050 from the UK and +44 371-384-2050 from overseas. 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 8:30 a.m. – 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that Equiniti 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 Communications 49114
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