National Storage Mechanism | Additional information
RNS Number : 9992A
Jupiter Green Investment Trust Plc
17 March 2025
 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY MEMBER STATE OF THE EEA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any contract or commitment whatsoever.

 

Jupiter Green Investment Trust plc in members' voluntary liquidation ('the Company')

Legal Entity Identifier: 549300MFRCR13CT1L845

 

17 March 2025

Results of Second Meeting

 

In connection with the proposals for the winding-up of the Company by way of a scheme of reconstruction pursuant to Section 110 of the Insolvency Act 1986 (the "Scheme") the Board is pleased to announce the results of the Second General Meeting.

The Company announces that the special resolution to place the Company into members' voluntary liquidation was voted on and approved by Shareholders at the Second General Meeting held earlier today. Accordingly Laura Waters and Steven Sherry, both of PwC LLP (the "Liquidators"), have been appointed as joint liquidators of the Company (together the "Joint Liquidators"). Details of the number of votes cast for, against and withheld in respect of the resolution, are set out below and will also be published on the Company's website



 

 

Special Resolution

Votes For (including Discretionary)

%

Votes Against

%

Votes

Total

% I.S.C.

Votes Withheld

To place the Company into members' voluntary liquidation and appoint the Joint Liquidators

4,249,654

99.30

30,112

0.70

4,279,766

22.59

-

 

A 'vote withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against the resolution.

Suspension and Cancellation of Shares

The Company's Reclassified Shares were suspended from listing on the Official List of the Financial Conduct Authority and from trading on the London Stock Exchange at 7.30 a.m. on 14 March 2025, in anticipation of the Second General Meeting.

On Friday 14 March 2025, the Company, through its advisers, notified the Financial Conduct Authority and the London Stock Exchange of the Company's intention to cancel the Company's admission of the Reclassified Shares to listing and trading at 8:00 a.m. on 17 March 2025.

Residual Net Asset Value & Entitlements

Further to the passing of the resolutions at the Company's General Meetings and under the terms of the Scheme, as at the Calculation Date, the Scheme entitlements calculated in accordance with the terms of the Scheme were as follows:

·    the Residual Net Asset Value per Share: 247.10pence

·    Ecology Price Per Unit: 601.53 pence

Shareholders who elected, or were deemed to have elected, to rollover into Ecology Units will receive approximately 0.410886 Ecology Units for every Share with "A" rights held.

Shareholders that have elected for the Rollover Option will receive 247.16 pence per Share with "A" rights held.

Shareholders that have elected for the Cash Option will receive 247.03 pence per Share with "B" rights held.

Contract notes for Ecology Units issued under the Scheme are expected to be dispatched by the Company's registrars in the week commencing 17 March 2025. Cheques in respect of the Cash Option are expected to be despatched by the Company's registrars on or as soon as practicable after 28 March 2025.

As noted in the Circular, the Directors have set aside sufficient assets in the Liquidation Pool to meet all estimated liabilities and contingencies, including the costs of the winding up of the Company and the costs of implementing the Scheme. The Directors have also provided in the Liquidation Pool for a retention of £75,000 which they, together with the Liquidators, consider sufficient to meet any unknown or unascertained liabilities of the Company.

 The Liquidation Pool will be applied by the Liquidators in discharging all current and future actual and contingent liabilities of the Company. Any balance remaining after discharging such liabilities from the Liquidation Pool will in due course be distributed to Shareholders pro rata to their respective holdings of Shares in accordance with the terms of the Scheme.

 

Terms used and not defined in this announcement shall have the meanings given to them in the Circular.

The Circular is available on the National Storage Mechanism at  https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at https://www.jupiteram.com/uk/en/professional/jupiter-green-investment-trust-plc/ .

Following the appointment of the Joint Liquidators, all further enquiries regarding the Company should be made to the Joint Liquidators, whose contact details are below.

 

 

For further information, please contact:

Joint Liquidators

 

 Laura Waters

uk_mercuryenquiries@pwc.com

 

 


Steven Sherry

 


 









Laura May Waters and Steven Sherry have been appointed as Joint Liquidators of the Company to manage its affairs, business and property as its agents and without personal liability.  Both are licensed in the United Kingdom to act as insolvency practitioners by the Institute of Chartered Accountants in England and Wales. The Joint Liquidators are bound by the Insolvency Code of Ethics which can be found at: https://www.gov.uk/government/publications/insolvency-practitioner-code-of-ethics

The Joint Liquidators are controllers of personal data as defined by the Data Protection Act 2018. PricewaterhouseCoopers LLP will act as processor on their instructions. Personal data will be kept secure and processed only for matters relating to the Members' Voluntary Liquidation.

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