Publication of Class 1 CircularSource: RNS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
27 April 2020
Jupiter Fund Management plc ("Jupiter")
Publication of Circular and Notice of General Meeting
Further to the announcement on 17 February 2020 in relation to the proposed acquisition of Merian Global Investors Limited ("Merian") by Jupiter (the "Acquisition"), Jupiter confirms that its class 1 circular in relation to the Acquisition (the "Circular") has today been approved by the Financial Conduct Authority (the "FCA"). Copies of the Circular will shortly be posted to Jupiter's shareholders.
The Acquisition is conditional, among other things, upon the approval of Jupiter's shareholders. Accordingly, the Circular contains a notice convening a general meeting of Jupiter's shareholders (the "Notice of General Meeting"), which is to be held at 3.15 p.m. (or, if later, immediately following Jupiter's Annual General Meeting) at The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ, United Kingdom on 21 May 2020 at which an ordinary resolution will be proposed for the shareholders to approve the Acquisition.
The Circular (including the Notice of General Meeting) will shortly be submitted to the FCA's National Storage Mechanism and will be available for inspection on its website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The Circular will also be available for viewing on Jupiter's website at www.jupiteram.com.
The Board is monitoring closely the evolving coronavirus (Covid-19) situation and the UK Government's restrictions on public gatherings and non-essential travel and its social distancing measures. The health and well-being of employees, shareholders and the wider community in which the Company operates is of paramount importance for the Board. As things currently stand, regrettably the General Meeting will need to held as a closed meeting as described in the Circular and it will not be possible for shareholders to attend the General Meeting in person. The General Meeting is however an important event for the Company and its shareholders and the Board is committed to ensure that shareholders can exercise their voting rights by proxy and can ask questions in relation to the business of the meeting by following the instructions set out in the Circular.
The Board will keep the coronavirus situation under review and may need to make further changes to the arrangements relating to the meeting, including how it is conducted. Shareholders should therefore continue to monitor the Company's website and announcements for any updates that may need to be provided in relation to the arrangements for the General Meeting and the Company's Annual General Meeting. Jupiter will also publish a prospectus in relation to the admission of the consideration shares to be issued to sellers of Merian to listing on the premium segment of the Official List of the FCA and to trading on the main market for listed securities of the London Stock Exchange in due course.
Unless otherwise defined, terms used in this announcement (including in the Important Notice below) shall have the same meaning as those used in the Circular.
Jupiter Fund Management plc
LEI Number: 5493003DJ1G01IMQ7S28
Jupiter Fund Management plc +44 (0) 20 3817 1000
Andrew Formica, Chief Executive
Wayne Mepham, Chief Financial Officer
Alex Sargent (Investor Relations) +44 (0) 20 3817 1534
Despina Constantinides (Media Relations) +44 (0) 20 3817 1278
Fenchurch Advisory Partners LLP +44 (0) 20 7382 2222
(Lead Financial Advisor)
J. P. Morgan Cazenove +44 (0) 20 7742 4000
(Joint Financial Advisor and Joint Corporate Broker)
Numis +44 (0) 20 7260 1000
(Joint Corporate Broker)
Powerscourt +44 (0) 20 7250 1446
(Financial Communications Advisor to Jupiter)
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed in this announcement may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the Circular in relation to the Acquisition. Any vote in respect of the resolutions to be proposed at the general meeting to approve the Acquisition should be made only on the basis of the information in the Circular.
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA, is acting as financial adviser, sponsor and joint corporate broker exclusively for Jupiter and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Jupiter for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.
Fenchurch Advisory Partners LLP ("Fenchurch"), which is authorised and regulated by the FCA in the United Kingdom, is acting as lead financial adviser exclusively for Jupiter and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Jupiter for providing the protections afforded to clients of Fenchurch or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.
Numis Securities Limited ("Numis"), which is authorised and regulated by the FCA in the United Kingdom, is acting as corporate broker exclusively for Jupiter and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Jupiter for providing the protections afforded to clients of Numis or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact email@example.com or visit www.rns.com.