AGM Information • Apr 28, 2025
AGM Information
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the Proposal, the contents of this document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are resident outside of the United Kingdom, from another appropriately authorised independent financial adviser.
If you have sold or otherwise transferred all of your shares in JPMorgan European Discovery Trust plc (the "Company"), please forward this document (but not any personalised Form of Proxy), 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 onward delivery to the purchaser or transferee. However, this document and the accompanying Form of Proxy should not be forwarded, in whole or in part, directly or indirectly, in, into or from any jurisdiction in which such act would constitute a violation of the relevant laws or regulations of such jurisdiction.
(Incorporated in England and Wales with registered number 02431143 and registered as an investment company under section 833 of the Companies Act 2006)
Notice of the general meeting of the Company to be held at 11.00 a.m. on 16 May 2025 at 60 Victoria Embankment, London EC4Y 0JP (the "General Meeting") is set out in Part 3 of this document. Shareholders are requested to return the form of proxy accompanying this document for use at the General Meeting (the "Form of Proxy").
Shareholders are strongly encouraged to vote in favour of the Resolution by using the enclosed Form of Proxy or by voting online. If you do not hold your shares directly you are encouraged to arrange for your nominee to vote on your behalf.
A Form of Proxy for use in connection with the General Meeting is enclosed. To be valid for use at the General Meeting, the Form of Proxy must be completed, signed and returned in accordance with the instructions printed thereon so as to be received by the registrar, Computershare Investor Services PLC (the "Registrar"), at The Pavilions, Bridgwater Road, Bristol BS99 6ZY as soon as possible and in any event by not later than 11.00 a.m. on 14 May 2025.
Alternatively, you may appoint a proxy or proxies electronically by visiting www.investorcentre.co.uk/eproxy and following the instructions therein. Proxies submitted via
www.investorcentre.co.uk/eproxy must be transmitted so as to be received by the Registrar by not later than 11.00 a.m. on 14 May 2025.
Shareholders who hold their Ordinary Shares in uncertificated form (that is, in CREST) may vote using the CREST electronic voting service in accordance with the procedure set out in the CREST Manual (please also refer to the accompanying notes to the Notice of General Meeting set out at the end of this document). In addition, institutional investors may be able to appoint a proxy electronically via the Proxymity platform. Proxies submitted via a designated voting platform (such as CREST or Proxymity) for the General Meeting must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by not later than 11.00 a.m. on 14 May 2025.
Defined terms used in this document are set out in Part 2 of this document.
This document is dated 28 April 2025.
| Page | |
|---|---|
| EXPECTED TIMETABLE | 2 |
| PART 1 – LETTER FROM THE CHAIRMAN | 3 |
| Introduction | 3 |
| Background to, and reasons for, requiring renewal of the Company's buy back authority |
3 |
| The General Meeting | 4 |
| Action to be taken | 5 |
| Recommendation | 5 |
| PART 2 – DEFINITIONS | 6 |
| PART 3 – NOTICE OF GENERAL MEETING |
| Latest time and date for receipt of Forms of Proxy and the | 11.00 a.m. on 14 May 2025 |
|---|---|
| appointment of proxies by electronic means for the | |
| General Meeting | |
| Voting record time for the General Meeting | 6.00 p.m. on 14 May 2025 |
| General Meeting | 11.00 a.m. on 16 May 2025 |
Note: All references to times in this document are to London, UK time, unless otherwise stated.
(Incorporated in England and Wales with registered number 02431143
and registered as an investment company under section 833 of the Companies Act 2006)
Directors Registered Office
Marc van Gelder (Chairman) Suzy Ross Arun Sarwal Sarah Watters James Will
60 Victoria Embankment London EC4Y 0JP
28 April 2025
Dear Shareholder
Since October 2021 the Company has undertaken regular share buy-backs, pursuant to its discount management policy, to address imbalances in the supply and demand for its Ordinary Shares.
The Board continues to monitor the level of the share price discount to net asset value ("NAV") and believes that its ability to repurchase Ordinary Shares to minimise the short-term volatility and the absolute level of the discount to NAV per Ordinary Share at which the Company's Ordinary Shares trade is of prime importance to Shareholders.
In the light of the Company's recent buy-back activity, the Board and the Investment Manager anticipate the existing authority to repurchase Ordinary Shares, granted at the Company's last annual general meeting held on 24 July 2024 (the "2024 AGM"), will likely be fully utilised before it can be refreshed at the Company's next annual general meeting, which is expected to be held in July 2025 (the "2025 AGM"). As a result, in order to ensure that the Company can continue to effectively operate its discount management policy, the Board is seeking Shareholder approval for the early renewal of its authority to repurchase Ordinary Shares (the "Proposal").
The purpose of this document is to explain the Proposal, the actions required to be taken to implement the Proposal and to convene the General Meeting, notice of which is set out in Part 3 of this document. Further details of the Resolution to be proposed at the General Meeting are set out below in paragraph 3 of this Part 1. The expected transaction timetable associated with the Proposal is set out on page 2 of this document.
The Board considers the Proposal to be in the best interests of Shareholders as a whole and recommends that Shareholders vote in favour of the Resolution to be proposed at the General Meeting, as each of the Directors intends to do in respect of their own beneficial interests in Ordinary Shares, in order to facilitate the continued operation of the Company's discount management policy.
The Board has share issuance and repurchase policies in place which seek, where possible, to address imbalances in the supply of, and demand for, the Company's shares within the market. These policies are intended to minimise short-term volatility and the absolute level of discount to NAV per Ordinary Share at which the Company's shares trade. In repurchasing Ordinary Shares, the Board seeks to strike the right balance between responding to the Company's discount and preserving scale for the Company.
The Board and the Investment Manager believe that the Company's discount management policy can also help to provide further secondary market liquidity, which makes it easier for Shareholders to trade in Ordinary Shares at a time of their choosing. In addition, share buy-backs have been consistently accretive to the NAV on a per share basis for remaining Shareholders.
Since the 2024 AGM, through to close of business on the Latest Practicable Date, the Company's repurchases of Ordinary Shares in the market at a discount to NAV and the 2024 Tender Offer have together resulted in an accretion of 7.08 pence to the Company's NAV per share.
As noted above, at the 2024 AGM, Shareholders granted the Company the authority to buy back up to 14.99 per cent. of the number of Ordinary Shares in issue as at the date of the 2024 AGM (the "Existing Authority"). This amounted to 21,145,921 Ordinary Shares. In the period from the 2024 AGM to close of business on the Latest Practicable Date the Company bought back 13,881,220 Ordinary Shares into treasury, representing 65.64 per cent. of the Existing Authority. As at close of business on the Latest Practicable Date, the Company's remaining buy-back authority, therefore, permitted the repurchase of up to a further 7,264,701 Ordinary Shares (representing approximately 5.15 per cent. of the Company's issued share capital (excluding Ordinary Shares held in treasury) as at the Latest Practicable Date).
If recent levels of buy-back activity continue, the Board and the Investment Manager believe that the Existing Authority is likely to be fully utilised prior to the 2025 AGM and the Board is therefore proposing that the buy-back authority is refreshed before then.
The ability to repurchase Ordinary Shares is a necessary element of the Company's discount management mechanisms and, therefore, the Board believes that renewal of the Company's buyback authority is in the best interests of the Company and its Shareholders as a whole.
The Company's buy-back activity on any trading day may represent a significant proportion of the daily trading volume in the Ordinary Shares on the Main Market and may exceed 25 per cent. of the average daily trading volume. Accordingly, the Company may not benefit from the exemption contained in Article 5(1) of the UK MAR.
Part 3 of this document contains a notice convening the General Meeting at which Shareholders will be asked to consider and, if thought fit, approve the Proposal. The General Meeting is to be held at 11.00 a.m. on 16 May 2025 at 60 Victoria Embankment, London EC4Y 0JP. The Resolution being proposed at the General Meeting is being proposed as a special resolution and will therefore require the approval of Shareholders representing not less than 75 per cent. of the votes cast.
The Resolution seeks authority for the Company, in substitution of any existing authority, to buy back Ordinary Shares up to a maximum aggregate number of 15,893,238 (or if less, 14.99 per cent. of the number of Ordinary Shares in issue (excluding Ordinary Shares held in treasury) immediately prior to the passing of the Resolution).
The Resolution authorises the Company to make on-market purchases of Ordinary Shares for a maximum price (exclusive of expenses) equal to the highest of: (i) 105 per cent. of the average of middle market quotations for an Ordinary Share taken from the London Stock Exchange Daily Official List for the five Business Days immediately preceding the day on which the Ordinary Share is contracted to be purchased; or (ii) the price of the last independent trade of an Ordinary Share on the London Stock Exchange when the purchase is carried out; or (iii) the highest current independent purchase bid for an Ordinary Share on the London Stock Exchange when the purchase is carried out. The minimum price (exclusive of expenses) which may be paid for an Ordinary Share pursuant to the Resolution would be 5 pence (being the nominal value of each Ordinary Share).
The authority granted by the Resolution will expire at the 2025 AGM, at which the Board intends to seek renewed issuance and buy-back authorities in order to facilitate the operation of its discount management policy, or, if earlier, on the date which is 15 months after the date on which the Resolution is passed.
If the Resolution is passed, the Company intends to make on-market purchases of Ordinary Shares for cash, and for such Ordinary Shares to be cancelled or held in treasury for re-issuance at a later date, in each case to the extent required for the operation of the Company's discount management policy.
Given the current limited remaining capacity to buy back Ordinary Shares in accordance with the discount management policy pursuant to the Existing Authority, the Board believes that it is reasonable to utilise its authority, granted at the 2024 AGM, to call the General Meeting on the shorter notice period of 14 clear days.
All Shareholders that are on the register of members of the Company at the voting record time (being 6.00 p.m. on 14 May 2025) will be entitled to attend, speak and vote at the General Meeting. The votes shall be held on a poll. In accordance with the Company's articles of association, all Shareholders that are entitled to vote and are present in person, by proxy or by corporate representative at the General Meeting upon a poll will have one vote in respect of every Ordinary Share held or represented by them.
All Shareholders are encouraged to vote in favour of the Resolution to be proposed at the General Meeting or, if their Ordinary Shares are not held directly, to arrange for their nominee to vote on their behalf (which for some investors may be via their investment platform).
Shareholders will find enclosed a Form of Proxy for use in connection with the General Meeting. Whether or not Shareholders propose to attend the General Meeting, they are requested to complete, sign and return the Form of Proxy, in accordance with the instructions printed on it, or lodge a proxy appointment online as soon as possible.
Shareholders are requested to complete and return proxy appointments to the Registrar by one of the following means:
In each case, proxy appointments must be transmitted so as to be received by the Registrar as soon as possible and, in any event, by not later than 11.00 a.m. on 14 May 2025. To be valid, a proxy appointment must be completed in accordance with the instructions accompanying it and lodged with the Registrar by the relevant time.
The completion and return of the Form of Proxy, or the online submission of a proxy appointment for the General Meeting, will not prevent a Shareholder from attending and voting in person at the General Meeting.
The Directors consider the passing of the Resolution to be in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors recommend unanimously that Shareholders vote in favour of the Resolution.
The Directors intend to vote in favour of the Resolution in respect of their own beneficial holdings of Ordinary Shares (amounting to 228,000 Ordinary Shares, representing approximately 0.22 per cent. of the issued share capital of the Company (excluding Ordinary Shares held in treasury) as at the Latest Practicable Date).
Yours faithfully
Marc van Gelder Chairman
The following definitions apply throughout this document unless the context requires otherwise.
| 2024 AGM | the annual general meeting of the Company held at 60 Victoria Embankment, London EC4Y 0JP on 24 July 2024 |
|---|---|
| 2024 Tender Offer | the tender offer undertaken by the Company in September 2024 pursuant to which 15 per cent. of the Company's Ordinary Shares then in issue were purchased at a discount of 2 per cent. to the net asset value per Ordinary Share less costs and expenses |
| 2025 AGM | has the meaning given to it on page 3 of this document |
| Board | the board of Directors, from time to time |
| Business Day | means any day that is not a Saturday or Sunday, Christmas Day, Good Friday or any other bank holiday in England and Wales |
| Company | JPMorgan European Discovery Trust plc, a public limited company incorporated in England and Wales with registered number 02431143 and having its registered office at 60 Victoria Embankment, London EC4Y 0JP |
| CREST | the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear |
| CREST Manual | the document titled "CREST Reference Manual" issued by Euroclear, as amended from time to time |
| Daily Official List | the Daily Official List published by the London Stock Exchange |
| Directors | the directors of the Company, from time to time |
| Euroclear | Euroclear UK & International Limited, a private limited company incorporated in England and Wales with registered number 02878738 and having its registered office at 33 Cannon Street, London EC4M 5SB, the operator of CREST |
| Existing Authority | has the meaning given to it on page 4 of this document |
| Form(s) of Proxy | the form of proxy for use by Shareholders at the General Meeting which accompanies this document |
| General Meeting | the general meeting of the Company to be held at 11.00 a.m. on 16 May 2025 at 60 Victoria Embankment, London EC4Y 0JP (or any adjournment thereof), notice of which is set out in the Notice of General Meeting |
|---|---|
| Investment Manager | JPMorgan Asset Management (UK) Limited, a private limited company incorporated in England and Wales with registered number 01161446 and having its registered office at 25 Bank Street, Canary Wharf, London E14 5JP |
| Latest Practicable Date | 25 April 2025, being the latest practicable date prior to the publication of this document |
| London Stock Exchange | London Stock Exchange plc, a public limited company incorporated in England and Wales with registered number 02075721 and having its registered office at 10 Paternoster Square, London EC4M 7LS |
| Main Market | the main market for listed securities operated by the London Stock Exchange |
| NAV | the net asset value of the Company, being the value of the Company's assets less its liabilities, determined in accordance with the accounting policies adopted by the Company from time to time |
| Notice of General Meeting | the notice of the General Meeting, as set in Part 3 of this document |
| Ordinary Shares | ordinary shares of 5 pence each in the capital of the Company |
| Proposal | has the meaning given to it on page 3 of this document |
| Registrar | Computershare Investor Services PLC, a public limited company incorporated in England and Wales with registered number 03498808 and having its registered office at The Pavilions, Bridgwater Road, Bristol BS13 8AE |
| Resolution | the resolution to be proposed at the General Meeting relating to the renewal of the Company's authority to buy-back Ordinary Shares, as set out in the Notice of General Meeting |
| Shareholders | holders of Ordinary Shares |
| UK MAR | the UK version of Regulation (EU) No 596/2014 on market abuse as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended |
(Incorporated in England and Wales with registered number 02431143 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 11.00 a.m. on 16 May 2025 at 60 Victoria Embankment, London EC4Y 0JP to consider and, if thought fit, pass the following resolution as a special resolution of the Company:
THAT, in substitution for any existing authority but without prejudice to the exercise of any such authority prior to the passing of this resolution, 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 its ordinary shares of 5 pence each ("Ordinary Shares") on such terms and in such manner as the directors of the Company may from time to time determine (either for cancellation or for retention as treasury shares for future reissue, resale, transfer or cancellation) provided that:
By order of the Board Registered office
JPMorgan Funds Limited Company Secretary
60 Victoria Embankment London EC4Y 0JP
28 April 2025
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