Pre-Annual General Meeting Information • Jul 25, 2024
Pre-Annual General Meeting Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the action you should take, you are recommended to seek your own personal financial advice from an appropriately qualified independent financial adviser, authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are outside the United Kingdom.
The contents of this document are not to be construed as legal, business or tax advice. Each Shareholder should consult their own solicitor, independent financial adviser or tax adviser for legal, financial or tax advice.
If you have sold or otherwise transferred all of your Shares in JPMorgan European Discovery Trust plc (the "Company"), please send this document (but not any accompanying personalised Form of Proxy or Tender Form) as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. However, this document should not be distributed, forwarded or transmitted in or into Australia, Canada, Japan, New Zealand or South Africa or into any other jurisdiction if to do so would constitute a violation of the relevant laws and regulations in such other jurisdiction. If you have sold or transferred only part of your holding of Shares, you should retain this document and the accompanying Form of Proxy and Tender Form and contact immediately the stockbroker, bank or other agent through whom the sale or transfer was effected.
(incorporated in England and Wales with registered no. 2431143 and registered as an investment company under section 833 of the Companies Act 2006)
and
The Tender Offer is conditional on Shareholder approval, which is being sought at a General Meeting of the Company to be held at 60 Victoria Embankment, London EC4Y 0JP at 11.00 a.m. on 2 September 2024. Notice of the General Meeting is set out at the end of this document.
Shareholders are requested to complete the Form of Proxy accompanying this document as soon as possible and return it, together with any power of attorney or other written authority, if any, under which it is signed (or a notarially certified or office copy thereof) to the Company's Registrar, Equiniti Limited by post or (during normal business hours only) by hand at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to arrive no later than 11.00 a.m. on 29 August 2024. Alternatively, you can submit your vote electronically by visiting www.sharevote.co.uk and following the instructions. Shareholders who hold their Shares through an investment platform or other nominee service are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for votes to be lodged on their behalf.
The Tender Offer will close at 1.00 p.m. on 3 September 2024 and will only be available to Eligible Shareholders on the Register at 6.00 p.m. on 3 September 2024 (the "Record Date").
The Directors are making no recommendation to Shareholders as to whether they should tender Shares in the Tender Offer. Whether Shareholders decide to tender Shares will depend, among other things, on their view of the Company's prospects and their own individual circumstances, including their tax position. Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser.
None of the Directors will tender Shares in the Tender Offer.
Eligible Shareholders who hold their Shares in certificated form and who wish to tender Shares for purchase by the Company under the Tender Offer should ensure that their completed Tender Forms are returned to the Receiving Agent by post to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so as to be received by no later than 1.00 p.m. on 3 September 2024. Eligible Shareholders who hold their Shares in certificated form should also return their Share certificate(s) and/or other document(s) of title in respect of the Shares tendered.
Eligible Shareholders who hold Shares in uncertificated form (that is, in CREST) should not return the Tender Form and should arrange for the Shares tendered to be transferred into escrow as described in paragraph 3.2 of Part 3 of this document.
The Tender Offer is not being made directly or indirectly in or into Australia, Canada, Japan, New Zealand or South Africa, and cannot be accepted from within Australia, Canada, Japan, New Zealand or South Africa.
Cavendish Capital Markets Limited is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company and no-one else in connection with the Tender Offer and the contents of this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cavendish or for providing advice in relation to the Tender Offer and the contents of this document or any matter referred to herein. Nothing in this document shall serve to exclude or limit any responsibilities which Cavendish may have under FSMA or the regulatory regime established thereunder.
This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out in Part 1 of this document which recommends that you vote in favour of the Resolution to be proposed at the General Meeting. Your attention is also drawn to the section entitled "Action to be Taken" in the Letter from the Chairman in Part 1 of this document.
The Tender Offer relates to securities in a non-US company registered in England and Wales and listed on the London Stock Exchange and is subject to the disclosure requirements, rules and practices applicable to companies listed in the United Kingdom, which differ from those of the United States in certain material respects. This document has been prepared in accordance with UK style and practice for the purpose of complying with the laws of England and Wales and the rules of the FCA and of the London Stock Exchange, and US Shareholders should read this entire document. The Tender Offer is not subject to the disclosure and other procedural requirements of Regulation 14D under the US Exchange Act. The Tender Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the US Exchange Act, subject to the exemptions provided by Rule 14d-1(d) thereunder and otherwise in accordance with the requirements of the rules of the FCA and the London Stock Exchange. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements that are different from those applicable under US domestic tender offer procedures and law. The Company is not listed on a US securities exchange, is not subject to the periodic reporting requirements of the US Exchange Act and is not required to, and does not, file any reports with the SEC thereunder. The Tender Offer is being made in the United States solely to Qualifying US Shareholders.
It may be difficult for US Shareholders to enforce certain rights and claims arising in connection with the Tender Offer under US federal securities laws since the Company is located outside the United States and its officers and directors reside outside the United States. It may not be possible to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US company or its affiliates to subject themselves to a US court's judgment.
To the extent permitted by applicable law and in accordance with normal UK practice, the Company, Cavendish or any of their affiliates, may make certain purchases of, or arrangements to purchase, Shares outside the United States during the period in which the Tender Offer remains open for acceptance, including sales and purchases of Shares effected by Cavendish acting as market maker in the Shares. These purchases, or other arrangements, may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In order to be excepted from the requirements of Rule 14e-5 under the Exchange Act by virtue of Rule 14e-5(b)(12) thereunder, such purchases, or arrangements to purchase, must comply with the applicable English law and regulation, including the listing rules of the FCA, and the relevant provisions of the US Exchange Act. Any such purchases by Cavendish or its affiliates will not be made at prices higher than the price of the Tender Offer provided in this document, unless the price of the Tender Offer is increased accordingly. In addition, in accordance with normal UK market practice, Cavendish and its affiliates may continue to act as market makers in the Shares and may engage in certain other purchasing activities consistent with their respective normal and usual practice and applicable law. Any information about such purchases will be disclosed as required in the UK and the United States and, if required, will be reported via the Regulatory Information Service and available on the London Stock Exchange website at http://www.londonstockexchange.com.
The receipt of cash pursuant to the Tender Offer may be a taxable transaction for US federal income tax purposes. In addition, holders may be subject to US backup withholding and information reporting on payments with respect to the Tender Offer made (or deemed made) within the United States.
Any Qualifying US Shareholder that intends to participate in the Tender Offer should file a completed Form W-9 with the Company's Registrar, Equiniti Limited, before the closing of the Tender Offer at 1.00 p.m. (London time) on 3 September 2024. Qualifying US Shareholders should send completed Forms W-9 to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom. In all cases, the relevant Qualifying US Shareholder's name and address must be supplied to Equiniti on a covering note so Equiniti can identify the relevant account on the Register against the relevant Tender Offer acceptance.
Qualifying US Shareholders with any queries regarding the submission of a Form W-9 should contact Equiniti on +44 (0) 371 384 2050. Calls outside the United Kingdom will be charged at the applicable international rate. Equiniti are open between 8.30 a.m. – 5.30 p.m., Monday to Friday (excluding public bank holidays in England and Wales). Please note, Equiniti Limited can only provide information regarding the submission of forms and cannot provide you with advice on the merits of the Tender Offer or as to whether Shareholders should take up the Tender Offer or provide any personal, legal, financial or tax advice.
Cavendish has engaged Beech Hill Securities, Inc. to act as its chaperone pursuant to Rule 15a-6 under the US Exchange Act in connection with securities transactions effected by Cavendish with Qualifying US Shareholders. Beech Hill Securities, Inc. is a US broker-dealer registered with the SEC and a member of FINRA with its principal place of business at 880 Third Avenue, 16th Floor, New York, NY 10022, United States.
Neither the Tender Offer nor this document have been approved, disapproved or otherwise recommended by the SEC, any US state securities commission or any other US regulatory authority, nor have such authorities passed upon the merits or fairness of the Tender Offer or determined the adequacy of the information contained in this document. Any representation to the contrary is a criminal offence.
| EXPECTED TIMETABLE | Page 6 |
|---|---|
| PART 1 – LETTER FROM THE CHAIRMAN | 7 |
| PART 2 – LETTER FROM CAVENDISH CAPITAL MARKETS LIMITED | 12 |
| PART 3 – TERMS AND CONDITIONS | 15 |
| PART 4 – UNITED KINGDOM TAXATION | 27 |
| PART 5 – DEFINITIONS | 29 |
| NOTICE OF GENERAL MEETING | 32 |
| Latest time and date for receipt of Forms of Proxy for the General Meeting |
11.00 a.m. on 29 August 2024 |
|---|---|
| General Meeting | 11.00 a.m. on 2 September 2024 |
| Results of General Meeting announced | 2 September 2024 |
| Latest time and date for receipt of Tender Forms and TTE Instructions |
1.00 p.m. on 3 September 2024 |
| Record Date for Tender Offer | 6.00 p.m. on 3 September 2024 |
| Calculation Date | close of business on 3 September 2024 |
| Results of Tender Offer and Tender Price announced | 5 September 2024 |
| CREST accounts settled in respect of unsold tendered Shares held in uncertificated form |
no later than 6 September 2024 |
| Payments through CREST made in respect of Shares held in uncertificated form successfully tendered |
10 September 2024 |
| Cheques despatched in respect of Shares held in certificated form successfully tendered |
19 September 2024 |
| Despatch of balance share certificates in respect of unsold tendered Shares held in certificated form |
19 September 2024 |
All references to times in this document are to London time unless otherwise stated.
The times and dates set out in the expected timetable may be adjusted by the Company in consultation with Cavendish, in which event details of the new times and/or dates will be notified to Shareholders by an announcement made by the Company through a Regulatory Information Service.
(incorporated in England and Wales with registered no. 2431143 and registered as an investment company under section 833 of the Companies Act 2006)
Directors: Registered Office: Marc van Gelder (Chairman) Sarah Watters Suzy Ross Arun Sarwal James Will
60 Victoria Embankment London EC4Y 0JP
25 July 2024
Dear Shareholder
This document sets out the background to and details of the tender offer announced by the Company on 20 June 2024, and includes notice of a General Meeting of the Company to be held at 60 Victoria Embankment, London EC4Y 0JP at 11.00 a.m. on 2 September 2024.
The Tender Offer is being implemented to give Shareholders the opportunity to tender up to 15 per cent. of the issued share capital in the Company (excluding Shares held in treasury) at a discount of 2 per cent. to the unaudited NAV per Share on the Calculation Date less the costs and expenses of the Tender Offer. The Tender Offer is subject to Shareholder approval at the General Meeting.
Under the terms of the Tender Offer, Eligible Shareholders will be able to tender up to 15 per cent. of the Shares registered in their name on the Register as at the Record Date (the "Basic Entitlement"), rounded down to the nearest whole number of Shares. Shareholders will also have the option to tender additional Shares to the extent that other Shareholders tender less than their Basic Entitlement. Any such excess tenders will be satisfied pro rata in proportion to the amount tendered in excess of the Basic Entitlement (rounded down to the nearest whole number of Shares).
In addition, and as announced by the Company on 20 June 2024, the Board intends to introduce a performance related tender offer for up to 15 per cent. of the issued share capital (excluding Shares held in treasury) if the Company's NAV total return does not equal or exceed the benchmark total return (MSCI Europe ex UK Small Cap Index (net)) over the five-year period beginning on 1 April 2024 and ending on 31 March 2029. This conditional tender offer would be subject to a separate Shareholder approval and would also be at a discount of 2 per cent. to the unaudited NAV per Share at the relevant time, less the costs and expenses of implementing that further tender offer.
The Board believes that these tender offer proposals strike the right balance between responding to the Company's discount and preserving scale for the Company. Following a period of encouraging performance for the Company, the Board believes that many Shareholders will wish to continue with their investment in the Company. The Board is nevertheless mindful that the Shares have traded at a discount to Net Asset Value for some time and, therefore, desires to address this imbalance through the Tender Offer in addition to the Company's existing share buyback programme which will continue following completion of the Tender Offer.
The portfolio managers are increasingly positive about the macro environment and the opportunities for European small caps. The Investment Manager believes that the macro headwinds faced by the asset class over the last few years driven by: (i) the supply chain crisis; (ii) Russia's invasion of Ukraine; (iii) rising interest rates; and (iv) tightening financial conditions, have now turned and should offer tailwinds to performance. Given the nature of small cap companies, which are typically more domestically focused and levered to national economic performance and confidence, they tend to underperform in periods of macro-economic uncertainty. With these previous headwinds turned to tailwinds, the converse is now true.
The portfolio managers are observing a growing positive sentiment to European small caps, and this should lead investors to once again recognise the asset class's long-term superior growth and track record. This improving sentiment, combined with a favourable market environment, is restoring consumer and industrial confidence upon which the Company's portfolio is positioned to capitalise. As a result, the Investment Manager believes that the Company's portfolio will continue to outperform as investment confidence increasingly returns to the asset class.
At the annual general meeting held on 24 July 2024, Shareholders voted in favour of a special resolution to authorise the Company to buy-back up to 14.99 per cent. of the issued share capital (the "AGM Buyback Authority"). The AGM Buyback Authority is separate and in addition to the authority being sought in respect of the Tender Offer at the General Meeting. The AGM Buyback Authority will remain in force and be unaffected by the Tender Offer.
The benefits of the Tender Offer for Shareholders as a whole are that:
The key points of the Tender Offer are as follows:
The Record Date for participation in the Tender Offer is 6.00 p.m. on 3 September 2024. The Tender Offer is conditional on the passing of the Resolution set out in the notice of the General Meeting at the end of this document. The Tender Offer is also subject to certain conditions set out in paragraph 2 of Part 3 of this document. In addition, the Tender Offer may be suspended or terminated in certain circumstances, as set out in paragraphs 2 and 8 of Part 3 of this document.
Shares which are tendered for acceptance under the Tender Offer may not be withdrawn or sold, transferred, charged or otherwise disposed of.
Shareholders' attention is drawn to the letter from Cavendish in Part 2 of this document and to the details set out in Part 3 of this document which, together with the Tender Form, constitute the terms and conditions of the Tender Offer. Details of how to tender Shares can be found in paragraph 3 of Part 3 of this document.
The Tender Offer is to be effected by Cavendish (acting as principal and not as agent, nominee or trustee) purchasing Shares from Shareholders. In making the Tender Offer, Cavendish will purchase the Shares which have been validly tendered as principal by means of an on-market purchase from tendering Shareholders and will sell the tendered Shares acquired by it on to the Company subject to the terms and conditions, and in accordance with the terms, of the Repurchase Agreement. All Shares acquired by the Company from Cavendish under the Repurchase Agreement will be cancelled.
The Investment Manager will be instructed by the Board to undertake the orderly realisation of such proportion of the Company's investment portfolio as is necessary to satisfy the Tender Offer, on the assumption that it is fully subscribed.
The costs and expenses relating to the Tender Offer, excluding portfolio realisation costs, and assuming that the Tender Offer is fully subscribed, are expected to be approximately £1.02 million (including VAT on advisory fees and disbursements, where applicable, and stamp duty payable on the repurchased Shares). The costs and expenses relating to the Tender Offer (excluding portfolio realisation costs) will be reflected in the calculation of the Tender Price, and so will be borne by Eligible Shareholders tendering Shares in the Tender Offer.
Shareholders who sell Shares in the Tender Offer may, depending on their individual circumstances, incur a liability to taxation. The attention of Shareholders is drawn to Part 4 of this document which sets out a general guide to certain aspects of current law and tax authority practice in respect of UK taxation. Nothing in this document constitutes or should be relied on as tax advice. All Shareholders should consult an appropriate independent professional adviser as to the tax consequences for them of the matters referred to in this document.
The implementation of the Tender Offer requires the approval of Shareholders. A notice convening a General Meeting of the Company, which is to be held at 60 Victoria Embankment, London EC4Y 0JP at 11.00 a.m. on 2 September 2024, and at which the Resolution will be proposed, is set out at the end of this document. The notice includes the full text of the Resolution.
The Resolution is a special resolution. To become effective, the Resolution must be passed by Shareholders representing 75 per cent. (or more) of the total voting rights of Shareholders who, being entitled to vote, do so in person or by proxy. The Resolution must be passed for the Tender Offer to become unconditional.
The quorum for the General Meeting is not less than two Shareholders who, being entitled to vote, are present in person or by proxy.
The Resolution permits the Company to effect the Tender Offer so as to permit those Shareholders who wish to realise their investment (whether in whole or in part) to do so, subject to the terms and conditions of the Tender Offer and the extent to which Shareholders tender their Shares.
All Shareholders are encouraged to vote on the Resolution to be proposed at the General Meeting and, if their Shares are not held directly, to arrange for their nominee to vote on their behalf.
Shareholders are requested to complete and return proxy appointments to the Receiving Agent by one of the following means:
(c) in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in the notes to the notice of General Meeting.
In each case, the proxy appointments must be received by the Receiving Agent as soon as possible and, in any event, no later than 11.00 a.m. on 29 August 2024. Shareholders holding their Shares through investor platforms are also encouraged to attend, and to vote, ahead of the proxy voting deadline of 11.00 a.m. on 29 August 2024 through their nominee platforms. Shareholders should be aware that the deadlines for voting through platforms may be earlier than the Company's proxy voting deadline.
Completion and return of proxy appointments will not prevent you from attending and voting in person at the General Meeting should you wish to do so.
Shareholders who do NOT wish to sell any Shares under the Tender Offer should NOT complete or return a Tender Form or submit a TTE Instruction in CREST.
Only those Eligible Shareholders who wish to tender Shares and who hold their Shares in certificated form should complete and return a Tender Form. Those Eligible Shareholders who hold their Shares in uncertificated form do not need to complete or return a Tender Form.
Eligible Shareholders who wish to participate in the Tender Offer and hold their Shares in certificated form should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form by post using the reply paid envelope provided (for use in the UK only) along with the relevant Share certificate(s) and/or other document(s) of title to the Receiving Agent at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, to arrive as soon as possible and, in any event, by no later than 1.00 p.m. on 3 September 2024.
Eligible Shareholders who wish to tender Shares and hold their Shares in uncertificated form (that is, in CREST) should arrange for the relevant Shares to be transferred to escrow by means of a TTE Instruction as described in paragraph 3.2 of Part 3 of this document.
Shareholders holding their Shares through investor platforms may tender their Shares through their nominee platforms. Shareholders should be aware that the deadlines for tendering Shares through platforms may be earlier than the Closing Date.
Shareholders should be aware of the following considerations relating to the Tender Offer:
The Board considers that the proposed Tender Offer is in the best interests of the Company and its Shareholders as a whole.
The Board has received financial advice from Cavendish in relation to the Tender Offer, and in giving that financial advice, Cavendish has placed reliance on the Board's commercial assessments.
Accordingly, the Board unanimously recommends Shareholders to vote in favour of the Resolution to be proposed at the General Meeting, as the Directors intend to do in respect of their own beneficial holdings totalling 128,000 Shares (representing approximately 0.09 per cent. of the Company's issued share capital (excluding Shares held in treasury)).
The Directors are making no recommendation to Shareholders as to whether they should tender Shares in the Tender Offer. Whether Shareholders decide to tender Shares will depend, among other things, on their view of the Company's prospects and their own individual circumstances, including their tax position. Shareholders who are in any doubt as to the action they should take should consult an appropriate independent professional adviser.
None of the Directors will tender Shares in the Tender Offer.
Yours faithfully
Marc van Gelder Chairman
1 Bartholomew Close London EC1A 7BL
25 July 2024
To Shareholders of JPMorgan European Discovery Trust plc
Dear Sir or Madam,
As explained in the letter from your Chairman in Part 1 of this document, Eligible Shareholders are being given the opportunity to tender some or all of their Shares for purchase in the Tender Offer. The purpose of this letter is to set out the principal terms and conditions of the Tender Offer.
Cavendish hereby invites Eligible Shareholders to tender Shares for purchase by Cavendish for cash at the Tender Price. This letter is not, however, a recommendation to Eligible Shareholders to tender all or any of their Shares.
The Tender Offer is being made for up to 15 per cent. of the existing Shares in issue on the Record Date (excluding any Shares held in treasury).
Successful tenders will be determined as follows:
The Tender Price will be calculated as set out in paragraph 1 of Part 3 of this document.
The Tender Offer is being made on the terms and subject to the conditions set out in Part 3 of this document and, where applicable, in the case of Shareholders holding their Shares in certificated form, in the accompanying Tender Form.
The Tender Offer will be implemented only if the requisite approval of Shareholders is obtained in respect of the Resolution to be proposed at the General Meeting and the other conditions to the Tender Offer are met or (where applicable) waived.
Cavendish is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company and no-one else in connection with the Tender Offer and the contents of this document and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Cavendish or for providing advice in relation to the Tender Offer and the contents of this document or any matter referred to herein. Nothing in this document shall serve to exclude or limit any responsibilities which Cavendish may have under FSMA or the regulatory regime established thereunder.
The Company has agreed to purchase all the Shares purchased by Cavendish under the Tender Offer for the Tender Price subject to the terms and conditions, and in accordance with the terms of, the Repurchase Agreement.
Eligible Shareholders who wish to tender Shares and hold their Shares in certificated form should complete the Tender Form in accordance with the instructions set out therein and return the completed Tender Form to the address on it as soon as possible and, in any event, so as to be received by not later than 1.00 p.m. on 3 September 2024. Eligible Shareholders should at the same time return the Share certificate(s) and/or other document(s) of title in respect of any Shares tendered which are in certificated form. Only those Eligible Shareholders who hold their Shares in certificated form should complete and return a Tender Form. Those Eligible Shareholders who hold their Shares in uncertificated form do not need to complete or return a Tender Form.
Eligible Shareholders who wish to tender Shares and who hold their Shares in uncertificated form (that is, in CREST) should arrange for their Shares to be transferred into escrow as described in paragraph 3.2 of Part 3 of this document.
Further details of the procedure for tendering Shares are set out in paragraph 3 of Part 3 of this document and, in the case of certificated Shares, in the Tender Form.
Tender Forms or TTE Instructions which are received by the Receiving Agent after the Closing Date or which at that time are incorrectly completed or not accompanied by all relevant documents or instructions may be rejected and, if relevant, returned to Shareholders or their appointed agent at the relevant Shareholder's risk, together with any accompanying Share certificate(s) and/or other document(s) of title.
Cavendish reserves the right to treat as valid Tender Forms or TTE Instructions which are not entirely in order and, in the case of Tender Forms, which are not accompanied by the relevant Share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof.
The making of the Tender Offer to persons outside the United Kingdom may be prohibited or affected by the relevant laws of the overseas jurisdiction. Shareholders with registered or mailing addresses outside the United Kingdom or who are citizens or nationals of, or resident in, a jurisdiction other than the United Kingdom should read paragraph 9 of Part 3 of this document.
The Tender Offer is being made to US Shareholders in compliance with the applicable US tender offer rules under the US Exchange Act, including Regulation 14E thereunder and otherwise in accordance with the requirements of English law, the London Stock Exchange and the FCA. Accordingly, the Tender Offer may be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
The Tender Offer will be open solely to Qualifying US Shareholders.
The attention of US Shareholders is drawn to the section titled "Notice for US Shareholders" on page 3 of this document.
The Tender Offer is conditional on the passing of the Resolution set out in the notice of the General Meeting at the end of this document on 2 September 2024 (or such later date as the Company and Cavendish may determine). The Tender Offer is also conditional on the other matters described in paragraph 2.1 of Part 3 of this document.
The Tender Offer may be terminated in the circumstances described in paragraph 8 of Part 3 of this document.
Subject to the Tender Offer becoming unconditional, payment of the Tender Price due to Eligible Shareholders whose tenders under the Tender Offer have been accepted will be made on 10 September 2024 in respect of Shares held in CREST and cheques in respect of Shares held in certificated form will be dispatched on 19 September 2024.
Your attention is drawn to the information contained in the rest of this document, including, in particular, the terms and conditions of the Tender Offer in Part 3 of this document.
Yours faithfully
Cavendish Capital Markets Limited
There are different procedures for tendering Shares depending on whether your Shares are held in certificated or uncertificated form.
If you hold Shares in certificated form, you may only tender such Shares by completing and returning the Tender Form in accordance with the procedure set out in paragraph 3.1 below. Additional Tender Forms are available from the Receiving Agent by telephone on +44 (0) 371 384 2050.
If you hold Shares in uncertificated form (that is, in CREST), you may only tender such Shares by TTE Instruction in accordance with the procedure set out in paragraph 3.2 below and, if those Shares are held under different account IDs, you should send a separate TTE Instruction for each Member Account ID.
If you are in any doubt as to how to complete the Tender Form or as to the procedure for tendering Shares, please contact Equiniti Limited on +44 (0) 371 384 2050. Calls outside the United Kingdom will be charged at the applicable international rate. Equiniti are open between 8.30 a.m. – 5.30 p.m., Monday to Friday (excluding public bank holidays in England and Wales). Please note, Equiniti Limited can only provide information regarding the completion of forms and cannot provide you with advice on the merits of the Tender Offer or as to whether Shareholders should take up the Tender Offer or provide any personal, legal, financial or tax advice.
To tender your Shares held in certificated form you must complete, sign and have witnessed the Tender Form.
The completed, signed and witnessed Tender Form should be sent either by post in the accompanying reply-paid envelope (for use in the UK only) along with the relevant Share certificate(s) and/or other document(s) of title to the Receiving Agent at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible and, in any event, so as to be received by no later than 1.00 p.m. on 3 September 2024. Cavendish shall be entitled (in its sole discretion) to accept late Tender Forms. No acknowledgement of receipt of documents will be given.
The completed and signed Tender Form should be accompanied by the relevant Share certificate(s) and/or other document(s) of title.
If your Share certificate(s) and/or other document(s) of title are not readily available (for example, if they are with your stockbroker, bank or other agent) or are lost, the Tender Form should nevertheless be completed, signed and returned as described above so as to be received by the Receiving Agent at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA by no later than 1.00 p.m. on 3 September 2024 together with any Share certificate(s) and/or document(s) of title you may have available, accompanied by a letter of explanation stating that the (remaining) Share certificate(s) and/or other document(s) of title will be forwarded as soon as possible thereafter and, in any event, by not later than 1.00 p.m. on 3 September 2024.
The Receiving Agent will effect such procedures as are required to transfer your Shares to Cavendish under the Tender Offer. If you have lost your Share certificate(s) and/or other document(s) of title, you should write to the Registrar at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA to request a letter of indemnity in respect of the lost Share certificate(s) which, when completed in accordance with the instructions given, should be returned to the Receiving Agent so as to be received by not later than 1.00 p.m. on 3 September 2024.
By signing the Tender Form, Eligible Shareholders will be deemed to have instructed Cavendish to issue a contract note to the Receiving Agent on behalf of such Eligible Shareholder and to remit the cash consideration to the Receiving Agent with instructions that such consideration be remitted in accordance with the instructions set out in the Tender Form.
If the Shares which you wish to tender are held in uncertificated form, you should take (or procure to be taken) the action set out below to transfer (by means of a TTE Instruction) the number of Shares which you wish to tender under the Tender Offer to an escrow balance, specifying Equiniti Limited (in its capacity as a CREST receiving agent under its Participant ID and Member Account ID referred to below) as the escrow agent, as soon as possible and, in any event, so that the transfer to the relevant escrow account settles by not later than 1.00 p.m. on 3 September 2024. Cavendish shall be entitled (in its sole discretion) to accept late transfers to escrow.
If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action. Your CREST sponsor will be able to confirm details of your Participant ID and the Member Account ID under which your Shares are held. In addition, only your CREST sponsor will be able to send a TTE Instruction to Euroclear in relation to the Shares which you wish to tender. You should send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE Instruction to Euroclear, which must be properly authenticated in accordance with Euroclear's specification and which must contain, in addition to other information that is required for the TTE Instruction to settle in CREST, the following details:
After settlement of the TTE Instruction, you will not be able to access the Shares concerned in CREST for any transaction or for charging purposes, notwithstanding that they will be held by the Receiving Agent as your agent until completion, termination or lapsing of the Tender Offer. If the Tender Offer becomes unconditional, the Receiving Agent will transfer the Shares which are accepted for purchase to Cavendish.
You are recommended to refer to the CREST Manual published by Euroclear for further information on the CREST procedures outlined above.
You should note that Euroclear does not make available special procedures, in CREST, for any particular corporate action. Normal system timings and limitations will therefore apply in connection with a TTE Instruction and its settlement. You should therefore ensure that all necessary action is taken by you (or by your CREST sponsor) to enable a TTE Instruction relating to your Shares to settle prior to 1.00 p.m. on 3 September 2024. In this regard, you are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. Cavendish shall be entitled (in its sole discretion) to accept late TTE Instructions to settle.
An appropriate announcement will be made if any of the details contained in this paragraph 3.2 are altered.
Notwithstanding the powers in paragraph 12 below, Cavendish reserves the right to treat as valid only: (i) (in the case of Shares held in certificated form) Tender Forms which are accompanied by the relevant Share certificate(s) and/or other document(s) of title or a satisfactory indemnity in lieu thereof; or (ii) (in the case of Shares held in uncertificated form) settled TTE Instructions, in each case to be received entirely in order by no later than 1.00 p.m. on 3 September 2024 in respect of the entire number of Shares tendered. The Record Date for the Tender Offer is 6.00 p.m. on 3 September 2024.
Notwithstanding the completion of a valid Tender Form or TTE Instruction, the Tender Offer may be suspended, terminated or lapse in accordance with the terms and conditions set out in this Part 3.
Cavendish shall be entitled to accept Tender Forms or TTE Instructions which are received after 1.00 p.m. on 3 September 2024 in its sole discretion. The decision of Cavendish as to which Shares have been validly tendered shall be conclusive and binding on all Shareholders.
Normal CREST procedures (including timings) apply in relation to any Shares that are, or are to be, converted from uncertificated to certificated form, or from certificated to uncertificated form, during the course of the Tender Offer (whether such conversion arises as a result of a transfer of Shares or otherwise). Shareholders who are proposing to convert any such Shares are recommended to ensure that the conversion procedures are implemented in sufficient time to enable the person holding or acquiring Shares as a result of the conversion to take all necessary steps in connection with such person's participation in the Tender Offer (in particular, as regards delivery of Share certificate(s) and/or other document(s) of title or transfers to an escrow balance as described above) prior to 1.00 p.m. on 3 September 2024.
You are reminded that, if you are a CREST sponsored member, you should contact your CREST sponsor before taking any action.
4.1 Payment of the consideration to which any Shareholder is entitled pursuant to valid tenders accepted by Cavendish is expected to be made by the Receiving Agent as follows:
Where an accepted tender relates to Shares held in certificated form, cheques for the consideration due will be dispatched by the Receiving Agent on 19 September 2024 by first class post to the person or agent whose name and address is set out in Box 1A (or Box 4) of the Tender Form or, if none is set out, to the registered address of the tendering Shareholder or, in the case of joint holders, the address of the first named. All cash payments will be made by cheque drawn on a branch of a UK clearing bank.
Where an accepted tender relates to Shares held in uncertificated form, the consideration due will be paid by means of CREST on (or as soon as practicable after) 10 September 2024 by Cavendish procuring the creation of an assured payment obligation in favour of the tendering Shareholder's payment bank in accordance with the CREST assured payment arrangements.
Shares referred to in sub-paragraph 5.1.1 above in favour of Cavendish or such other person or persons as Cavendish may direct and to deliver such instrument(s) of transfer and/or other documents at the discretion of the Attorney, together with the Share certificate(s) and/or other document(s) of title relating to such Shares, for registration within six months of the Tender Offer becoming unconditional and to do all such other acts and things as may in the opinion of such Attorney be necessary or expedient for the purpose of, or in connection with, the Tender Offer and to vest in Cavendish or its nominee(s) or such other person(s) as Cavendish may direct such Shares;
documents that may be required to enable Cavendish to secure the full benefits of paragraph 5.1.4 above.
5.2 A reference in this paragraph 5 to a Shareholder includes a reference to the person or persons executing the Tender Form and, in the event of more than one person executing a Tender Form, the provisions of this paragraph 5 will apply to them jointly and to each of them.
Shareholder is resident; or located and (iii) the invitation under the Tender Offer may be made to such Overseas Shareholder under the laws of the relevant jurisdiction;
accordance with English law. Delivery or posting of a Tender Form or submission of a TTE Instruction will constitute submission to the jurisdiction of the Court.
If the Company (acting through the Directors) shall at any time prior to Cavendish effecting the purchase as principal of the tendered Shares pursuant to the Tender Offer notify Cavendish in writing that in its reasonable opinion either: (i) it has become impractical or inappropriate for the Company to fund the repurchase of Shares pursuant to the Repurchase Agreement without materially harming the interests of Shareholders as a whole; or (ii) the completion of the purchase of Shares under the Tender Offer would have unexpected adverse fiscal or other consequences (whether by reason of a change in legislation or practice or otherwise) for the Company or its Shareholders if the Tender Offer were to proceed, the Company shall be entitled at its complete discretion to terminate the Tender Offer by a public announcement and a subsequent written notice to Shareholders, in which event the Tender Offer shall terminate immediately or as otherwise specified in such announcement.
9.1 The making of the Tender Offer in, or to persons who are citizens or nationals of, or resident in, jurisdictions outside the United Kingdom or custodians, nominees or trustees for citizens, nationals or residents of jurisdictions outside the United Kingdom may be prohibited or affected by the laws of the relevant overseas jurisdiction. Shareholders who are Overseas Shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any Overseas Shareholder wishing to tender for purchase Shares to satisfy himself, herself, or itself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any transfer or other taxes or other requisite payments due in such jurisdiction. Any such Overseas Shareholder will be responsible for the payment of any such transfer or other taxes or other requisite payments due by whomsoever payable and Cavendish and the Company and any person acting on their behalf shall be fully indemnified and held harmless by such Overseas Shareholder for any such transfer or other taxes or other requisite payments such person may be required to pay.
The Tender Offer is being made to US Shareholders in compliance with the applicable US tender offer rules under the US Exchange Act, including Regulation 14E thereunder and otherwise in accordance with the requirements of English law, the London Stock Exchange and the FCA. Accordingly, the Tender Offer may be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.
The Tender Offer will be open solely to Qualifying US Shareholders.
The attention of US Shareholders is drawn to the section titled "Notice for US Shareholders" on page 3 of this document.
The tendering of Shares by Shareholders in the Tender Offer may involve the provision to the Company as data controller of personal data in respect of the relevant Shareholder, which may include information in respect of anti-money laundering and "know your customer" obligations. Provision and processing of this data is necessary for a Shareholder to enter into the contract to tender Shares under the Tender Offer. The Company will share any such personal data with the Registrar and Cavendish and the Company's other professional advisers for the purposes of completing the Tender Offer. Any such personal data shall not be shared with any other person or used for any other purpose. The personal data may be transferred to, and stored at, a country outside the country of residence of a Shareholder, including countries outside of the EEA. Where personal data is transferred to third parties outside the EEA, the Company will ensure that those transfers take place in accordance with applicable data protection laws, including by entering into data transfer agreements with recipients. The Company will retain any such personal data for so long as is required by applicable law and regulation. Individuals whose personal data is held by the Company may be entitled to access their personal information, or to request that it is erased, that its processing is restricted, or that any inaccurate personal information is rectified. Such individuals may also have the right to object to the processing of their personal information, or in some circumstances to obtain a copy of the personal information in machine readable format. Any such request should be submitted in writing to the Company at its registered office address. Individuals also have the right to complain about the use of their personal information to any applicable supervisory authority, which in the UK is the Information Commissioner's Office (www.ico.org.uk).
the Shareholders concerned and are irrevocable in accordance with section 4 of the Powers of Attorney Act 1971 of England and Wales.
12.7 The Tender Offer, the Tender Form and any contractual and non-contractual obligations arising out of or in connection with them are and shall be governed by, and shall be construed in accordance with, the laws of England and Wales
The following discussion does not constitute tax advice. It is intended only as a general guide to certain United Kingdom tax considerations and does not purport to be a complete analysis of all potential United Kingdom consequences of selling Shares pursuant to the Tender Offer. It is based on current United Kingdom legislation and HMRC's published practice, both of which may be subject to change at any time (possibly with retroactive effect). It is of a general nature and (unless otherwise stated) only applies to certain Shareholders who at all relevant times are resident for tax purposes in (and only in) the United Kingdom who hold their Shares as an investment and who are the absolute beneficial owners of the Shares. It does not address the position of certain categories of Shareholders who are subject to special rules, such as dealers in securities, persons who acquired their Shares in connection with any employment or office, insurance companies and collective investment schemes.
All Shareholders (whether resident in the United Kingdom or any other jurisdiction) should consult their own independent tax advisers as to the consequences for them of a sale of Shares pursuant to the Tender Offer.
The sale of Shares by a UK resident Shareholder to Cavendish pursuant to the Tender Offer should generally be treated as a disposal of those Shares for the purposes of United Kingdom taxation of chargeable gains. This may, subject to the Shareholder's particular circumstances and any available exemption, allowance or relief, give rise to a chargeable gain (or allowable loss) for the purposes of United Kingdom taxation of chargeable gains.
Under the provisions of Part 15 of the Corporation Tax Act 2010 (for companies subject to corporation tax) and Chapter 1 of Part 13 of the Income Tax Act 2007 (for individuals and others subject to income tax), HMRC can in certain circumstances counteract tax advantages arising in relation to a transaction or transactions in securities. If HMRC were to determine that these provisions apply to the Tender Offer, Eligible Shareholders might be liable to corporation tax or income tax (as applicable) as if they had received an income amount rather than a capital amount.
In summary, these provisions do not apply where it can be shown (a) in the case of any corporation tax advantage, that the transaction or transactions in question were entered into for genuine commercial reasons, or in the ordinary course of managing investments, and that none of the transactions involved as one of their main objects the obtaining of any corporation tax advantage and, (b) in the case of any income tax advantage, that none of the transactions had as one of their main purposes the obtaining an income tax advantage, or that none of the transactions concerns, or has a connection to, a close company (broadly, a company controlled by five or fewer participators, or by participators who are directors).
No application has been made to HMRC for clearance in respect of the application of Part 15 of the Corporation Tax Act 2010 or Chapter 1 of Part 13 of the Income Tax 2007 to the Tender Offer.
The sale of the Shares pursuant to the Tender Offer will not give rise to any liability to stamp duty or SDRT for the selling Shareholder.
Stamp duty at a rate of 0.5 per cent. of the price for the Shares repurchased, rounded up to the nearest £5.00 if necessary, will be payable by the Company on its purchase of Shares from Cavendish.
Shareholders who are not resident in the United Kingdom for tax purposes should not generally be subject to United Kingdom taxation on chargeable gains in respect of a disposal of their Shares pursuant to the Tender Offer unless they hold their Shares for the purposes of a trade, profession or vocation carried on by them through a branch, agency or permanent establishment in the United Kingdom or for the purposes of such a branch, agency or permanent establishment. It should however be noted that, in certain circumstances, an individual Shareholder who is only temporarily non-UK tax resident may, on re-establishing UK tax residence, be subject to capital gains tax in respect of disposals which occurred in the period of temporary non-residence. Non-UK tax resident Shareholders should obtain their own advice about their tax position.
Unless the context otherwise requires, the following words and expressions have the following meanings in this document:
| "Attorney" | has the meaning given to such term in Part 3 of this document |
|---|---|
| "Available Shares" | the total number of Shares available to be acquired under the Tender Offer and representing 15 per cent. of the Shares in issue (excluding Shares held in treasury), rounded down to the nearest whole number of Shares, as at the Record Date |
| "Basic Entitlement" | has the meaning given to such term in Part 1 of this document |
| "Board" or "Directors" | the board of directors of the Company |
| "Business Day" | any day other than a Saturday, Sunday or public holiday in England and Wales |
| "Calculation Date" | close of business on 3 September 2024 |
| "Cavendish" | Cavendish Capital Markets Limited, or for the purpose of the purchase and sale of Shares under the Tender Offer, Cavendish Securities plc |
| "certificated" or "in certificated form" |
a Share that is not in uncertificated form |
| "Closing Date" | 1.00 p.m. on 3 September 2024 |
| "Companies Act" | the Companies Act 2006, as amended |
| "Company" | JPMorgan European Discovery Trust plc |
| "Conditions" | has the meaning given to such term in Part 3 of this document |
| "Court" | The High Court of Justice in England and Wales |
| "CREST" | the relevant system (as defined in the Regulations) in respect of which Euroclear is the Operator (as defined in the Regulations) |
| "CREST member" | a person who has been admitted by Euroclear as a system member (as defined in the Regulations) |
| "CREST participant" | a person who has been admitted by Euroclear as a participant (as defined in the Regulations) |
| "CREST sponsor" | a CREST participant admitted to CREST as a CREST sponsor being a sponsoring system participant (as defined in the Regulations) |
| "CREST sponsored member" | a CREST member admitted to CREST as a sponsored member |
| "Eligible Shareholder" | a Shareholder who is eligible to participate in the Tender Offer (which excludes certain Overseas Shareholders as detailed in Part 3 of this document) and, in the case of US Shareholders only, persons who are Qualifying US Shareholders |
| "Euroclear" | Euroclear UK & International Limited |
| "Excess Application" | has the meaning given to such term in Part 1 of this document |
| "FCA" | the Financial Conduct Authority of the United Kingdom |
| "Form of Proxy" | the Form of Proxy accompanying this document, for use by Shareholders in connection with the General Meeting |
| "FSMA" | the Financial Services and Markets Act 2000, as amended |
| "General Meeting" | the general meeting of the Company convened for 11.00 a.m. on 2 September 2024 (or any adjournment thereof), notice of which is set out at the end of this document |
| "HMRC" | H.M. Revenue & Customs |
|---|---|
| "Investment Manager" | JPMorgan Asset Management (UK) Limited |
| "London Stock Exchange" | London Stock Exchange plc |
| "Member Account ID" | the identification code or number attached to any member account in CREST |
| "Net Asset Value" or "NAV" | the value of the assets of the Company less its liabilities determined in accordance with the accounting policies and principles adopted by the Board from time to time |
| "Overseas Shareholder" | a Shareholder who is a citizen or national of, or resident in, a jurisdiction outside the United Kingdom or the United States or a custodian, nominee or trustee for a citizen, national or resident of a jurisdiction outside the United Kingdom or the United States |
| "Participant ID" | the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant |
| "Qualifying US Shareholder" | a US Shareholder that is a "qualified institutional buyer" as defined in Rule 144A under the US Securities Act of 1933, as amended |
| "Receiving Agent" | Equiniti Limited |
| "Record Date" | 6.00 p.m. on 3 September 2024 |
| "Register" | the register of members of the Company |
| "Registrar" | Equiniti Limited |
| "Regulations" | The Uncertificated Securities Regulations 2001 |
| "Regulatory Information Service" |
a service approved by the London Stock Exchange for the distribution to the public of announcements |
| "Relevant Shares" | has the meaning given to such term in Part 3 of this document |
| "Repurchase Agreement" | the agreement dated 24 July 2024 between the Company and Cavendish for the repurchase by the Company on the London Stock Exchange of all the Shares purchased by Cavendish pursuant to the Tender Offer |
| "Resolution" | the special resolution to be proposed at the General Meeting and contained in the notice of the General Meeting |
| "SEC" | The United States Securities and Exchange Commission |
| "Share" or "Shares" | the ordinary shares with a nominal value of 5 pence each in the capital of the Company |
| "Shareholders" | holders of Shares |
| "Tender Form" | the tender form accompanying this document for use by Shareholders holding their Shares in certificated form in connection with the Tender Offer |
| "Tender Offer" | the invitation by Cavendish to Eligible Shareholders to tender Shares on the terms and subject to the conditions set out in this document and, in the case of Shares held in certificated form, the Tender Form |
| "Tender Price" | the price at which Shares will be purchased pursuant to the Tender Offer as calculated in accordance with paragraph 1 of Part 3 of this document |
| "TFE Instruction" | a transfer from escrow instruction (as defined by the CREST Manual issued by Euroclear) |
| "TTE Instruction" | a transfer to escrow instruction (as defined by the CREST Manual issued by Euroclear) |
|---|---|
| "uncertificated" or "in uncertificated form" |
recorded on the Register as being held in uncertificated form in CREST and title to which, by virtue of the Regulations, may be transferred by means of CREST |
| "US Exchange Act" | the U.S. Securities Exchange Act of 1934, as amended |
| "US Shareholder" | a Shareholder that is in the United States |
(incorporated in England and Wales with registered no. 2431143
and registered as an investment company under section 833 of the Companies Act 2006)
NOTICE IS HEREBY GIVEN that a general meeting of JPMorgan European Discovery Trust plc (the "Company") will be held at 60 Victoria Embankment, London EC4Y 0JP at 11.00 a.m. on 2 September 2024 for the transaction of the following business:
To consider and, if thought fit, to pass the following resolution:
THAT, without prejudice to any subsisting or other authority conferred on the Company, the Company be and is hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 (the "Act") to make market purchases (within the meaning of section 693(4) of the Act) of ordinary shares with a nominal value of 5 pence each in the capital of the Company (the "Shares") pursuant to the tender offer to be made by Cavendish Capital Markets Limited on the terms and subject to the conditions set out in the circular of the Company dated 25 July 2024 of which this notice forms part (the "Circular"), PROVIDED THAT:
Registered office 60 Victoria Embankment London EC4Y 0JP
25 July 2024
In order to revoke a proxy instruction a member will need to inform the Company by sending a signed hard copy notice clearly stating the intention to revoke the proxy appointment to the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by 11.00 a.m. on 29 August 2024 before the General Meeting or the holding of a poll subsequently thereto. If a member attempts to revoke his or her proxy appointment but the revocation is received after the time specified then, subject to Note 4 below, the proxy appointment will remain valid.
You may appoint a proxy (or proxies) electronically to exercise all or any of your rights to attend, to speak and to vote on your behalf at the meeting through the Registrar's website www.sharevote.co.uk. You will need your voting reference numbers (the voting ID, Task ID and Shareholder Reference Number shown overleaf). If you have registered for a Shareview portfolio, please log onto your portfolio using your usual user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on-screen instructions. Please remember that, to be valid, the Registrar must receive your appointment of a proxy no later than 11.00 a.m. on 29 August 2024.
4 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST manual (available via www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (CREST Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited's (EUI) specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent Equiniti Limited (under CREST ID number RA19), no later than 11.00 a.m. on 29 August 2024, or by no later than two business days prior to the time appointed for the holding of any adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST applications host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.
After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s) to procure that his CREST sponsor or voting service provider(s) take(s) such action as shall be necessary to ensure that a message is transmitted by the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company has specified that only those holders of the Company's shares registered on the Register of Members of the Company as at 6:30 p.m. on 29 August 2024 or, in the event that the General Meeting is adjourned, on the Register of Members 48 hours (excluding non-working days) before the time of any adjourned meeting, shall be entitled to attend and vote at the said General Meeting in respect of such shares registered in their name at the relevant time. Changes to entries on the Register of Members after 6:30 p.m. on 29 August 2024 or, in the event that the General Meeting is adjourned, on the Register of Members less than 48 hours (excluding non-working days) before the time of any adjourned meeting, shall be disregarded in determining the right of any person to attend and vote at the General Meeting.
In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company's register of members in respect of the joint holding (the first-named being the most senior).
5 As at 24 July 2024 (being the latest practicable date prior to the publication of this Notice), the Company's issued share capital comprised 141,066,856 ordinary shares, carrying one vote each, of which 16,408,075 ordinary shares were held in treasury. Therefore, the total voting rights in the Company as at 24 July 2024 were 141,066,856. Information regarding the number of Shares and voting rights may be obtained from the Company's website, at www.jpmeuropeandiscovery.co.uk.
If you are a person who has been nominated under section 146 of the Companies Act to enjoy information rights ("Nominated Person") you may have a right under an agreement between you and the member of the Company who has nominated you to have information rights ("Relevant Member") to be appointed or to have someone else appointed as a proxy for the General Meeting. If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights. Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company (including any administrative matters). The only exception to this is where the Company expressly requests a response from you.
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