The board of Jupiter Green Investment Trust has proposed liquidating the company and giving shareholders the option to roll their investment into units in Jupiter Ecology Fund (Ecology), a Jupiter open-ended fund, or receiving an uncapped cash exit equal to NAV.
Accordingly, the board is putting forward proposals to shareholders for the winding-up of the company. Shareholders will be offered the opportunity to roll over their investment into Ecology, an authorised unit trust whose portfolio is also managed by the same investment team as the company, or to receive cash in respect of their investment in the company, or a combination of both.
The board said it was unanimously of the opinion that the proposals are in the best interests of shareholders as a whole and unanimously recommends shareholders vote in favour of all of the resolutions to be proposed at the General Meetings.
Overview of the options
Under the proposals, shareholders may elect, in whole or in part and in accordance with their personal investment requirements, for either or both of the following options:
- the rollover option (the default option) – rolling over some or all of their investment into Ecology Units to be issued by the Trustee for the benefit of Ecology; and/or
- the cash option – receiving cash in the liquidation of the company in respect of some or all of their investment in the company.
Shareholders that make no election will be deemed to have elected for Ecology Units.
The Ecology Units will be issued at the prevailing net asset value per Ecology Unit. Ecology Units issued pursuant to the rollover option will be issued without any initial charge.
In order to consider and approve the proposals, General Meetings have been convened for 5 March 2025 and 14 March 2025. A circular will be sent today providing shareholders with further details of the proposals and the reasons why the directors recommend that shareholders vote in favour of the resolutions to be proposed at the General Meetings.
Rationale
The directors consider that the proposals should have the following benefits for all shareholders as compared to their current position, or under a liquidation:
- they enable shareholders to roll over some or all of their investment into Ecology, which aims to provide capital growth, with the prospect of income, over the long-term by investing globally in companies that generate or enable positive solutions to climate change and/or environmental degradation;
- Shareholders electing for the Rollover Option will retain market exposure through a vehicle whose portfolio is managed by the same team that manages the Company’s portfolio and whose investment objectives are similar;
- Shareholders electing for the Rollover Option will not suffer the full dealing costs that would be incurred on the realisation of the Company’s portfolio in the event of a simple winding-up; and
- Shareholders who may be subject to UK capital gains tax or corporation tax on chargeable gains should generally be able to roll over their investment into Ecology and thereby continue to receive investment returns without triggering an immediate liability to UK capital gains tax or corporation tax on chargeable gains.
About Ecology
Ecology is an authorised unit trust, established as a UCITS scheme, which aims to provide capital growth, with the prospect of income, over the long term by investing globally in companies that generate or enable positive solutions to climate change and/or environmental degradation. The majority of Ecology’s portfolio is invested directly in the shares of environmental solutions companies based anywhere in the world although Ecology may also include investments in other assets.
JUTM is the authorised fund manager of Ecology and has delegated investment management to JAM. JAM undertakes the day-to-day investment management of the Ecology portfolio. JAM is also the investment adviser in respect of the Company and therefore, has a consistent investment approach. Ecology has similar investment objectives to the Company and there is a material overlap of portfolio holdings. Electing for the Rollover Option will therefore permit Shareholders access to the same underlying environmental solutions themes as the Company. Ecology is larger than the Company, with net assets of around £685.7 million (as at the Latest Practicable Date), and benefits from the daily liquidity of an open ended fund and a lower ongoing charges ratio.
Ecology Units issued pursuant to the Default Option, will be issued without any initial charge. Holders of Ecology Units, following completion of the Scheme, may at any time switch some or all of their Ecology Units for units of another class within Ecology (subject, where applicable, to eligibility requirements). The number of new units issued following completion of the Scheme will be determined by reference to the respective prices of the new units and original units at the valuation point (being the price at which the units may be valued or redeemed by JUTM at midday on every working day other than a non-dealing day) applicable at the time the original Ecology Units are redeemed and the new units are issued.