NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA, In any Member State of the EEA (other than the UNITED KINGDOM) OR IN 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 on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

Jupiter UK Growth Investment Trust PLC

19 October 2017

Reconstruction of Jupiter Dividend & Growth Trust PLC - publication of shareholder circular and prospectus

Introduction

On 13 September 2017, Jupiter UK Growth Investment Trust PLC (the "Company") announced that it had agreed in principle to offer shareholders in Jupiter Dividend & Growth Trust PLC ("JDG") a rollover option in connection with a proposed scheme of reconstruction of JDG (the "JDG Scheme").  Under the scheme, JDG Shareholders will be able to exchange their holdings in JDG for a combination of cash and/or New Shares in your Company, Jupiter UK Growth Investment Trust PLC.  The New Shares we propose to issue will be exchanged for a pool of assets of a corresponding value.

The Company has today published a shareholder circular (the "Circular") setting out details of the Company's proposed participation in the JDG Scheme, the benefits of the Proposals and the reasons why shareholders are recommended to vote in favour of the Resolution to be proposed at the General Meeting.

A notice convening the General Meeting for 11.15 a.m. on 15 November 2017 to be held at the registered office of the Company at The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ, United Kingdom is set out at the end of the Circular.

Background to and benefits of the Proposals     

JDG is a UK domiciled investment trust with a net asset value as at 30 September 2017 of approximately £59.29 million and a market capitalisation as at that date of approximately £59.45 million. JDG is managed by Jupiter Unit Trust Managers Limited and its investment adviser is Jupiter Asset Management Limited.  Your Company has the same manager and investment adviser.

Pursuant to the terms of the JDG Scheme, JDG will be wound up at the end of its fixed life by means of a members' voluntary liquidation and JDG Shareholders may elect to receive any combination of cash or to have their investment in JDG rolled over into Jupiter UK Growth Investment Trust PLC. JDG Shareholders who do not make an election under the JDG Scheme will be deemed to have elected to roll their investment into the Company.

If the Proposals are implemented, the Company will acquire securities, cash and near cash assets from JDG. The consideration for such acquisition will be satisfied by the issue of New Shares to the JDG Liquidators for the account of JDG Shareholders who elect (or are deemed to elect) to receive such Shares. 

Benefits of the Proposals

The Directors believe that the Proposals will have the following benefits:

·      there is a degree of commonality between the investment portfolios of the Company and JDG, both of which invest primarily in UK-listed securities. The Investment Adviser believes that the investments expected to comprise the Rollover Fund are attractive investments for the Company and in line with its investment objective and policy.  The JDG Scheme presents an opportunity for the Company to acquire these investments with lower transaction costs than would otherwise be associated with making an investment by the Company;

·      the Company's market capitalisation should increase as a result of the JDG Scheme, and this is expected to enable the Company to attract a wider range of investors which should, in turn, improve liquidity in the Shares; and

·      the fixed costs of the Company will be spread over a larger pool of assets, resulting in lower ongoing charges.

Costs and expenses of the Proposals

The costs of the Company's participation in the JDG Scheme are expected to be between approximately £220,000 and £290,000 (inclusive of VAT where applicable).  The final amount will depend on the extent of elections by JDG Shareholders to roll over their investment into the Company's Shares.  It is expected that these costs will be substantially met in two ways, by a significant financial contribution from the Manager, Jupiter Unit Trust Managers Limited, and by issuing the New Shares at a premium.

The Manager has agreed to make a contribution towards the costs of the Company's participation in the JDG Scheme of up to £100,000 (and no less than £50,000) depending on the extent of elections by JDG Shareholders to roll over their investment into the Company's Shares (the "Jupiter Contribution"), including in the event that, for whatever reason, the Company ceases to be available as a rollover option of JDG Shareholders.

In the event that the value of assets represented by JDG Shareholders electing to roll their interests into the Company is up to £30 million then the Issue Premium will be set at 0.75 per cent. In the event the value of such assets exceeds £30 million then the Issue Premium will reduce on a straight line basis such that if the value of such assets equals £60 million then the Issue Premium will be 0.45 per cent.

As a result of these arrangements, the Company's existing Shareholders should not suffer any material Net Asset Value dilution as a consequence of the Company's participation in the JDG Scheme.

In the event that Shareholders do not vote in favour of the resolution to be proposed at the General Meeting, or if the Proposals do not become effective for any other reason, then the Issue will not proceed and it is expected that costs totalling approximately £20,000 will be borne by the Company (after taking into account the Jupiter Contribution of £100,000).

The Jupiter Contribution will be represented by a waiver of a proportion of the base management fees to which the Manager is entitled under the investment management agreement between the Company and the Manager.

Any transaction taxes, stamp duty or stamp duty reserve tax payable on the transfer of assets pursuant to the JDG Scheme to the Company shall be borne by the Company.

Conditions of the Proposals

The Issue is conditional, amongst other things, upon:

·      the passing of the resolutions to approve the JDG Scheme at class meetings of JDG Shareholders and at a general meeting of JDG Shareholders and the JDG Scheme becoming unconditional;

·      the passing of the Resolution at the General Meeting which has been convened for 15 November 2017;

·      admission of the New Shares to the Official List with a premium listing and to the premium segment of the Main Market; and

·      the directors of JDG not resolving to abandon the JDG Scheme.

Details of the Proposals

The number of New Shares to be issued to the JDG Liquidators pursuant to the JDG Scheme (as nominees for JDG Shareholders) will be calculated by reference to the Terminal Asset Values per JDG Share and the Company's NAV per Share. The Terminal Asset Values per JDG Share and the Company's NAV per Share will be calculated on the Calculation Date.

The share capital of JDG is split into three different share classes, being zero dividend preference shares, common shares and ordinary income shares (together, the "JDG Shares").  The Terminal Asset Values per JDG Share will be calculated in accordance with their respective rights on a winding up under the articles of association of JDG and with the terms of the JDG Scheme. 

The New Shares will be issued in consideration for the transfer to the Company of a pool of JDG's assets (the "Rollover Fund") which will then be invested in accordance with the Company's investment policy.  JDG currently invests mainly in a portfolio of UK listed equities, UK equity-related securities and UK fixed interest securities.  In advance of the JDG Scheme becoming effective, it is expected that JDG will have, to the extent practicable, realised or realigned its investment portfolio in accordance with the JDG Scheme and the elections made (or deemed to have been made) thereunder.  Therefore, so far as practicable, JDG will hold a pool of assets that will, on or before the Effective Date, be suitable for transfer to the Company under the Transfer Agreement.

In any event, the assets comprising the Rollover Fund to be transferred to the Company will, to the extent that those assets do not comprise cash or cash equivalents, comprise listed investments that are expected to be in line with the investment objective and policy of the Company.

The Company's NAV per Share will be calculated at the Calculation Date as the net asset value of a Share, being the value of the Company's assets less any liabilities it has, calculated in accordance with the Company's normal accounting policies, on a cum-income basis and adjusted to take into account any dividends declared but not paid to Shareholders prior to the Effective Date, divided by the number of Shares in issue.

Each JDG Shareholder who elects (or is deemed to elect) to receive New Shares will be issued such number of New Shares as have (at the Issue Price) an aggregate value equal to the Terminal Asset Value of such JDG Shareholder's holding of JDG Shares as at the Calculation Date (subject to rounding down in respect of fractional entitlements).

The number of New Shares to be issued pursuant to the JDG Scheme and the Company's NAV per Share will be announced through a Regulatory Information Service as soon as practicable following the Calculation Date, which is expected to be on 30 November 2017.

The New Shares to be issued to JDG Shareholders pursuant to the Proposals will rank pari passu with the existing Shares already in issue.

Subject to Shareholder approval, the maximum number of New Shares that may be issued by the Company pursuant to the Issue is 19 million Shares. This maximum figure has been set by reference to the number of New Shares that would be issued assuming that all JDG Shareholders participate in the JDG Scheme and elect to roll into New Shares and do not elect to participate in the Cash Option, as well as being based on the respective net asset values and issued share capital of the Company and JDG as at the Latest Practicable Date. Shareholders should not take the foregoing maximum number of New Shares as being indicative of the actual number of New Shares that will be issued pursuant to the Issue.

Transfer Agreement

The JDG Liquidators and the Company have each irrevocably undertaken (subject to certain conditions) to enter into a transfer agreement (the "Transfer Agreement") between the Company, the JDG Liquidators and JDG in connection with the JDG Scheme.

Under the terms of the Transfer Agreement, the Rollover Fund will be transferred to the Company in consideration for the allotment by the Company of the New Shares to the JDG Liquidators (as nominees for JDG Shareholders entitled to them in accordance with the JDG Scheme).

Dividends

The Directors have considered the potential impact of the Issue on the payment of dividends to holders of Shares and declared the single annual dividend for the period to 30 June 2017 on 20 September 2017, with a record date prior to the Effective Date, so that holders of New Shares will not be entitled to such dividend.

Risks associated with the Proposals

The implementation of the Proposals is subject to a number of conditions and there is no guarantee that the Proposals will become effective. In the event that the Proposals do not become effective, the Company will not acquire assets of JDG and will be required to meet costs of approximately £20,000 (inclusive of VAT where applicable) as further described under "Costs and expenses of the Proposals" above. These costs represent approximately 0.05 per cent. of the Company's NAV.

New Shares will be issued for the account of JDG Shareholders who elect (or are deemed to elect) to receive such shares on the basis of the respective net asset values of each of JDG and the Company.  On the Proposals becoming effective, each Shareholder's proportion of the total voting rights in the capital of the Company will be diluted.

Admission and dealings

Application will be made to the UK Listing Authority for the New Shares to be admitted to the premium segment of the Official List. Application will also be made to the London Stock Exchange for the New Shares to be admitted to trading on the premium segment of the Main Market. If the Proposals become effective, it is expected that the New Shares will be admitted to the Official List on, and the first day of dealings in such shares on the Main Market will be, 1 December 2017.

The New Shares will be in registered form. Temporary documents of title will not be issued. The ISIN of the Shares is GB00BFD3V961. JDG Shareholders who hold their JDG Shares in uncertificated form and who elect (or are deemed to elect) to receive Shares will receive New Shares in uncertificated form on 1 December 2017. Certificates in respect of New Shares to be issued to JDG Shareholders who hold their JDG Shares in certificated form and who elect (or are deemed to elect) to receive New Shares will be despatched in the week commencing 4 December 2017.

Fractional entitlements to New Shares pursuant to the JDG Scheme will not be issued pursuant to the Proposals and entitlements will be rounded down to the nearest whole number.

General Meeting

The Company's participation in the JDG Scheme and the Proposals is conditional, inter alia, upon approval of the Resolution by Shareholders.  The General Meeting, which will be held at 11.15 a.m. on 15 November 2017 at the registered office of the Company at The Zig Zag Building, 70 Victoria Street, London SW1E 6SQ, United Kingdom, has been convened to seek the necessary Shareholder approval. The General Meeting will be held immediately after the upcoming annual general meeting of the Company convened for the same day.

The Resolution to be proposed at the General Meeting will be proposed as an ordinary resolution. This means that a simple majority of the votes cast on the Resolution must be cast in favour for it to be passed.

The Resolution is subject to, and conditional upon, the JDG Scheme becoming unconditional in all respects (other than as regards any condition that the Resolution is passed). Shareholders are being asked to authorise the Directors to allot Shares in connection with the JDG Scheme up to a maximum of 19 million Shares, having an aggregate nominal value of £950,000, which represents 144 per cent. of the Company's issued ordinary share capital (excluding treasury shares) as at the date of this document, in connection with the JDG Scheme.

This authority, if granted, will lapse on the date of Admission of the New Shares issued in connection with the JDG Scheme.  It should be noted that this authority is in addition to the regular authority to allot new shares that is sought from Shareholders periodically and is being sought at the annual general meeting of the Company convened for earlier on the date of the General Meeting.

As at the Latest Practicable Date, the Company held 8,708,939 Shares in treasury.

Prospectus

In connection with the issue of New Shares pursuant to the JDG Scheme and as required by FSMA, the Company has today published a prospectus relating to the issue of up to 19 million New Shares, a copy of which is available on the Company's website at www.jupiteram.com/JUKG.

Recommendation

The Board considers the Resolution to be proposed at the General Meeting to be in the best interests of Shareholders as a whole. The Board accordingly unanimously recommends Shareholders to vote in favour of the Resolution which the Directors intend to do in respect of their own beneficial holdings which amount in aggregate to 139,000 Shares (representing approximately 1.05 per cent. of the Company's issued Shares, excluding treasury shares).

EXPECTED TIMETABLE

                                                                                                                  2017

Notes:

(1)          The above times and/or dates may be subject to change and, in the event of such change, the revised times and/or dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

(2)          All references to times in this document are to London times.

A copy of the Circular and Prospectus has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The Circular and Prospectus will also shortly be available on the Company's website at www.jupiteram.com/JUKG where further information on the Company can also be found.

Capitalised terms used but not defined in this announcement will have the same meaning as set out in the Circular dated 19 October 2017.

For further information:

Richard Pavry

Head of Investment Trusts

Jupiter Asset Management Limited, Company Secretary

investmentcompanies@jupiteram.com

020 3817 1496

David Benda/Harry Trueman

Corporate broker to the Company

Numis Securities Limited

020 7260 1000