AGM Information • May 26, 2021
AGM 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 independent financial advice from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom or, if not, from another appropriately authorised financial adviser.
If you have sold or otherwise transferred all of your shares in Jupiter Green Investment Trust PLC (the "Company"), please send this document, 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 transmission to the purchaser or transferee.
(Incorporated in England with registered number 0578006) (An investment company within the meaning of section 833 of the Companies Act 2006)
Notice of a general meeting of the Company to be held on 14 June 2021 at 9.30 a.m. (the "General Meeting") at the offices of Jupiter Asset Management Limited ('Jupiter', 'Investment Adviser'), The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ is set out at the end of this document.
As stated last year, we no longer send hard copy forms of proxy. If you require a hard copy form of proxy please contact the Company's registrar Link Group. Shareholders can vote via the registrar's website and refer to Note 3 in the Notes to the Notice of Meeting. Crest members should use the electronic proxy appointment service and refer to Notes 3 and 4 in the Notes to the Notice of Meeting as set out at the end of this document. In each case proxy appointments must be received by 9.30 a.m. on 10 June 2021.
| Page | |
|---|---|
| EXPECTED TIMETABLE | 2 |
| LETTER FROM THE CHAIRMAN | 3 |
| Introduction | 3 |
| Reasons for requiring shareholder authority | 3 |
| The General Meeting | 4 |
| Action to be taken | 4 |
| Recommendation | 4 |
| NOTICE OF GENERAL MEETING | 5 |
| ORDINARY RESOLUTION | 5 |
| SPECIAL RESOLUTION | 5 |
| 2021 | |
|---|---|
| Latest time and date for receipt of forms of proxy | 9.30 a.m. on 10 June |
| General Meeting | 9.30 a.m. on 14 June |
(Incorporated in England with registered number 0578006) (An investment company within the meaning of section 833 of the Companies Act 2006)
Directors: Registered Office: Michael Naylor (Chairman) The Zig Zag Building Polly Courtice 70 Victoria Street Simon Baker London Jaz Bains SW1E 6SQ
26 May 2021
Dear Shareholder
In order to meet the expected continuing demand for the Company's shares, the Board is proposing to seek shareholder authority to issue further ordinary shares of 0.1 pence each (the "Ordinary Shares") on a non pre-emptive basis prior to the Company's next annual general meeting later this year (the "Proposals").
The purpose of this document is therefore to convene a general meeting at which the appropriate shareholder authority will be sought. The General Meeting will be held at 9.30 a.m. on 14 June 2021 at the offices of Jupiter Asset Management Limited, The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ.
At the annual general meeting of the Company which was held on 16 September 2020, shareholders granted the Board authority to allot Ordinary Shares with an aggregate nominal value of up to £6,266 (being equivalent to one third of the issued share capital of the Company at 16 September 2020 (excluding treasury shares) and representing approximately 6,266,328 Ordinary Shares). In addition, the Board were granted authority to disapply pre-emption rights on the issue of such Ordinary Shares for cash up to an aggregate nominal value of £1,879 (being equivalent to 10 per cent. of the issued share capital (excluding treasury shares) and representing 1,879,898 Ordinary Shares). Both authorities were granted for the period from the date of that annual general meeting until the next annual general meeting, which is expected to be held in September 2021.
Since the granting of the shareholder authorities the Board has exercised its powers by issuing 1,527,000 new Ordinary Shares from treasury representing 7.1 per cent. of the Company's issued share capital as at the date of this document) on a non pre-emptive basis for cash and at a premium to the prevailing net asset value per share. As at 24 May 2021 (the latest practicable date prior to the publication of this document) the Company has the capacity to issue only a further 352,898 Ordinary Shares on a non pre-emptive basis.
The Board believes that the remaining current capacity under the existing shareholder authority may prove insufficient to allow the Board to continue to satisfy demand for the Ordinary Shares during the period up to the Company's next annual general meeting. If new authority is granted by shareholders the Directors will only use the authority to disapply pre-emption rights and issue shares: (i) at a premium to net asset value; (ii) to meet demand from investors; and (iii) when the Directors believe that it is in the best interests of the Company and its shareholders to do so.
Over the last twelve months, due to market demand, the Company has sold 10.2 per cent. of the Ordinary Shares held in treasury. In addition, it has issued 1,182,328 Ordinary Shares from treasury as part of the annual subscription exercise. The Board believes that the Company's continuing ability to issue Ordinary Shares at a premium to net asset value increases liquidity, spreads the fixed costs of the Company over a larger asset base and prevents the build up of excessive demand for Ordinary Shares.
The Proposals are conditional on the approval of shareholders. You will find set out at the end of this document a notice convening the General Meeting at which shareholders will be asked to consider and, if thought fit, approve the Proposals. The General Meeting is to be held at 9.30 a.m. on 14 June 2021 at the offices of Jupiter Asset Management Limited, The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ.
The resolutions, will, if passed, enable the Directors to issue new Ordinary Shares, in addition to its existing authority, and resell any shares that may be held in treasury up to an aggregate nominal amount of £2,150 (being 2,150,831 Ordinary Shares) which represents approximately 10 per cent. of the total Ordinary Share capital of the Company in issue as at 24 May 2021 (the latest practicable date prior to the publication of this document) for cash without first offering such Ordinary Shares to existing shareholders pro rata to their existing shareholdings.
The Board continues to monitor the Government advice in relation to the COVID-19 situation and public gatherings. It is expected that the current legal restrictions on gatherings will still be in force on 14 June 2021 when the General Meeting will be taking place. The Board believes that all shareholders will wish to comply with these guidelines and therefore physical attendance in person at the General Meeting will not be permitted. The Company encourages shareholders to appoint the Chairman as their proxy with their voting instructions. Forms of Proxy must be received by no later than 48 hours before the commencement of the meeting and can be submitted electronically as set out in Note 3.
The Company will continue to monitor the situation and if Government advice dictates that further changes to the arrangements for the General Meeting are necessary, details will be published on the website and via a Regulatory Information Service.
Shareholders should vote using the electronic voting platforms. Details of how to vote are contained within the Notes to the Notice of General Meeting. If you do require a paper proxy please contact the registrar Link Group, contact details can be located in Note 3 to the Notes of the Notice of Meeting.
To be valid, all proxy appointments must be received no later than 9.30 a.m. on 10 June 2021.
The Directors consider the passing of the resolutions to be in the best interests of the Company and its shareholders as a whole. Accordingly, the Directors unanimously recommend that shareholders vote in favour of the resolutions.
The Directors intend to vote in favour of the resolutions in respect of their own beneficial holdings of Ordinary Shares (amounting to 107,000 Ordinary Shares, representing approximately 0.5 per cent. of the issued share capital of the Company as at the date of this document).
Yours faithfully
Michael Naylor Chairman
(Incorporated in England with registered number 0578006) (An investment company within the meaning of section 833 of the Companies Act 2006)
NOTICE IS HEREBY GIVEN of a general meeting of the Company to be held on 14 June 2021 at 9.30 a.m. (the "General Meeting") at the offices of at the offices of Jupiter Asset Management Limited ('Jupiter', 'Investment Adviser'), The Zig Zag Building, 70 Victoria Street, London, SW1E 6SQ to consider and, if thought fit, pass the following resolutions:
THAT, in addition to all existing authorities, the Directors of the Company be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot new shares in the Company and to grant rights to subscribe for, or to convert any security into, Ordinary Shares in the Company up to an aggregate nominal value of £2,150, being equal to approximately 10 per cent. of the Company's issued share capital (excluding treasury shares) as at 24 May 2021, to such persons and on such terms as the Directors may determine, such authority to expire on the conclusion of the next annual general meeting of the Company to be held after the passing of this resolution, save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities in pursuance of such an offer or agreement as if the power conferred hereby had not expired.
THAT, in addition to all existing authorities, the directors of the Company be and are hereby generally empowered, pursuant to sections 570 and 573 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of section 560 of the Act) pursuant to any authority for the time being in force under section 551 of the Act and to sell shares held by the Company in treasury, wholly for cash, as if section 561(1) of the Act did not apply to any such allotment or sale, provided that this power:
Jupiter Asset Management Limited 70 Victoria Street Company Secretary London
26 May 2021
By order of the Board Registered office The Zig Zag Building SW1E 6SQ
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with CRESTCo's 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 company's agent ID (RA10) by the latest time(s) for receipt of proxy appointments specified in the notice of 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 company'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 CRESTCo 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 to take (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 means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers 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.
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