The Scottish Investment Trust PLC
(the "Company")
LEI: 549300ZL6XSHQ48U8H53
Results of General Meeting
Following a General Meeting held today, 9 December 2021, we are pleased to announce that the proposed resolution in relation to the appointment of JPMorgan Funds Limited ("JPMF") as the Company's alternative investment fund manager ("AIFM") and the adoption of a new investment strategy substantially identical to that of JPMorgan Global Growth & Income plc ("JGGI") was approved by shareholders.
Background
As previously announced, the Company has agreed heads of terms with JGGI and its manager, JPMF, for a combination of the assets of the Company with JGGI by means of a section 110 scheme of reconstruction (the "Transaction").
As explained in the circular to shareholders dated 16 November 2021, it is anticipated that it may be a number of months before the Transaction can formally proceed, due to the additional complexities inherent in a self-managed investment vehicle such as the Company. As a result, the Board, JGGI and JPMF have agreed that the process should be effected in two stages, with the Company initially appointing JPMF (which will delegate to JPMorgan Asset Management (UK) Limited ("JPMAM")) to manage its portfolio and adopting a new investment strategy substantially identical to that of JGGI (the "Investment Management Change"). It will only be at a later date, as and when the Company has taken all steps necessary to allow it to be placed into liquidation in an orderly fashion, that the Transaction will actually take place.
The ordinary resolution passed today approved the Investment Management Change. It is anticipated that JPMF's appointment and the change in investment strategy will take effect on or around 21 January 2022, from which point the Company will be managed by JPMF and JPMAM in a comparable fashion to JGGI.
As and when the Company has taken all the necessary steps (notably with regard to its employee pension scheme and debtholders) to allow it to enter into voluntary winding-up in an orderly fashion, subsequent general meetings of the Company will be convened and authority will be sought from shareholders for the
Transaction formally to proceed. Implementing the scheme of reconstruction will see the Company placed into voluntary winding-up, the management arrangements between the Company and JPMF automatically terminated and shareholders receiving shares in JGGI.
The Company will update shareholders on the progress of the Transaction in due course but it is currently anticipated that the Transaction will be undertaken at the end of the first quarter of 2022.
The Board would like to place on record its gratitude for the considerable efforts of the Company's in-house team over both recent years and during the period of the investment management review.
Results
Details of the number of proxy votes cast for, against and withheld in respect of the Resolution, which was held on a poll, are set out below and will also be published on the Company's website: https://thescottish.co.uk/
Ordinary Resolution | Votes For (including Discretionary) | % | Votes Against | % | Votes Total | Votes Withheld |
THAT (i) the appointment of JPMF as the Company's AIFM be and is hereby approved and that the Board be authorised to take all steps required to implement such appointment; and (ii) the Company's adoption of an investment strategy substantially similar to JGGI's be and is hereby adopted as the investment strategy of the Company to the exclusion of all previous investment strategies of the Company with effect from the appointment of JPMF as the Company's AIFM.
| 19,557,425 | 96.02 | 811,283 | 3.98 | 20,368,708 | 183,490 |
In accordance with listing rule 9.6.2., a copy of the Resolution has been submitted to the National Storage Mechanism, and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries: | |
The Scottish Investment Trust PLC | |
James Will (Chairman)
| Contact via Investec or TB Cardew |
Investec Bank plc (Corporate Broker) | |
Tom Skinner David Yovichic
| T: 020 7597 4000 |
TB Cardew (PR Adviser to The Scottish Investment Trust PLC) | |
Ed Orlebar Tania Wild | T: 07738 724 630 / 07425 536 903 Email: thescottish@tbcardew.com |
Notes:
Defined terms used in this announcement have the meanings given in the Circular unless the context otherwise requires.
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