TIDMJARA TIDMJARU TIDMJARE
RNS Number : 5472E
JPMorgan Global Core Real Assets Ld
06 November 2020
JPMORGAN GLOBAL CORE REAL ASSETS LIMITED
Intention to issue equity - C share capital raise
Legal Entity Identifier: 549300D8JHZTH6GI8F97
JPMorgan Global Core Real Assets Limited (the 'Company' or
'JARA') is pleased to announce its intention to launch an issue of
convertible C shares with a premium listing on the Main Market of
the London Stock Exchange, by way of an initial placing, offer for
subscription and intermediaries offer forming part of a new 12
month share issuance programme (the 'Issue'). The newly issued C
shares will have an issue price of GBPGBP1.00 per C share. The
Company has a minimum target raise of GBP80m, with further capacity
above this. The Prospectus will shortly be made available on the
Company's website www.jpmrealassets.co.uk and at the National
Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
On 24 September 2020, the Company announced that 99.5% of its
initial IPO proceeds had been invested and that it would look to
raise further equity as client demand and market opportunities
present themselves. Following discussions with both existing and
prospective investors, the Manager and the Board have determined
that broad demand exists for the Company to grow in size. The
Manager also continues to see attractive opportunities in real
assets across the JPMorgan Asset Management Alternatives Platform.
Once fully invested, the Company intends to provide investors with
stable income and capital appreciation through exposure to a
globally diversified portfolio of Core Real Assets in accordance
with the Company's investment policy.
The intended raise will help JARA achieve greater scale,
liquidity and result in a reduction in overall fee levels;
progressing the goal of making JARA one of the most cost effective
access points to a unique private pool of income producing Core
Real Assets.
Key Highlights
-- JARA will provide diversified access to over 700 underlying
private real assets through private funds and managed accounts
managed by JPMAM's USD141* billion Global Alternatives
platform.
-- Within 12 months of its IPO, JARA's has achieved its
deployment target of investing substantially all of its IPO
proceeds and its first year dividend target of 2%-3%. Taking into
account the capital raised post-IPO, JARA is now c.74%
invested.
-- JARA's portfolio is targeted at providing exposure to "Core"
Real Assets, meaning those real assets that JPMAM considers offer
reliable, highly forecastable, long-term cash flows. JARA will have
exposure to various real assets including the following asset
classes: Global Infrastructure Assets, Global Real Estate Assets,
Global Transportation Assets and Listed Real Assets.
-- The Manager sees an opportunity to diversify JARA's portfolio
further by including U.S. Real Estate Mezzanine Debt within JARA's
existing Global Real Estate allocation. This strategy targets a
6-8% p.a. total return, all of which will come from income, thereby
being accretive to JARA's yield. This strategy offers JARA access
to high quality income at a more senior position within the real
estate capital structure than JARA currently has exposure to.
-- JARA is aiming to provide investors with a long-term target
total NAV return of 7 - 9% per annum (net of fees), on the basis of
the initial issue price at which the Ordinary Shares were issued
and once JARA is fully invested (the 'Target Total Return')([1])
.
-- The Target Total Return is inclusive of a dividend target of
4 - 6% per annum (payable quarterly) once JARA is fully invested
(the 'Target Dividend')([1]) .
Expected Timeline
Each of the dates set out below and mentioned elsewhere in this
announcement may be adjusted by the Company, in which event details
of the new times and dates will be notified to the FCA and the
London Stock Exchange.
Publication of the Prospectus Week commencing 9 November 2020
Publication of the results of Week commencing 7 December 2020
the Issue
Admission of and dealings in Week commencing 14 December 2020
C shares
Further updates will be provided in due course.
6 November 2020
[1] Neither the Target Total Return nor the Target Dividend
should be taken as an indication of the Company's expected future
performance or results over any period and neither of these targets
constitutes a profit forecast. These are targets only and there is
no guarantee that they can or will be achieved. The Target Total
Return should not be seen as an indication of the Company's
expected or actual return and the Target Dividend should not be
seen as an indication of the Company's expected or actual dividend
yield. Accordingly, prospective investors should not place any
reliance on the target figures stated above in deciding whether to
invest in the Company. The actual net dividend yield and total NAV
return generated by the Company in pursuing the Investment Policy
depends on a wide range of factors including, but not limited to,
the general economic and market conditions, fluctuations in
currency exchange rates and the performance of the JPMAM Products
in which the Company invests and will continue to invest and other
risks that will be described more fully in the Prospectus once
published. The payment of dividends will at all times be subject to
compliance with the solvency test prescribed by the Companies
(Guernsey) Law, 2008.
* As of 30 September 2020.
Enquiries:
Alison Vincent
JPMorgan Funds Limited - Company Secretary
Telephone 0207 742 4000
Fin Bodman / Richard Plaskett
JPMorgan Funds Limited
Telephone 0207 742 4000
William Simmonds / Jérémie Birnbaum (Corporate Finance)
James Bouverat (Sales)
J.P. Morgan Cazenove
Telephone 020 7742 4000
This announcement is an advertisement and not a prospectus and
investors should not subscribe for or purchase any shares referred
to in this announcement except on the basis of information in the
Prospectus to be published by the Company in due course, together
with any subsequent public disclosures by the Company. Copies of
the Prospectus will shortly be made available on the Company's
website www.jpmorgan.co.uk/JARA and at the National Storage
Mechanism at www.hemscott.com/nsm.do.
The merits or suitability of any securities must be
independently determined by each investor on the basis of its own
investigation and evaluation of the Company. Any such determination
should involve, among other things, an assessment of the legal,
tax, accounting, regulatory, financial, credit and other related
aspects of the securities.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete and may
not be used in making any investment decision. This announcement
does not contain sufficient information to support an investment
decision and investors should ensure that they obtain all available
relevant information before making any investment. This
announcement does not constitute and may not be construed as any
offer to sell or issue, or any solicitation of an offer to
purchase, subscribe for or otherwise acquire, investments of any
description, nor as a recommendation regarding the possible
offering or the provision of investment advice by any party. No
information in this announcement should be construed as providing
financial, investment or other professional advice and each
prospective investor should consult its own legal, business, tax
and other advisers in evaluating the investment opportunity. No
reliance may be placed by any person for any purposes whatsoever on
this announcement, or its accuracy, fairness or completeness.
Nothing in this announcement constitutes investment advice and
any recommendations that may be contained herein have not been
based upon a consideration of the investment objectives, financial
situation or particular needs of any specific recipient.
The information and opinions contained in this announcement are
provided as at the date of this announcement and are subject to
change and no representation or warranty, express or implied, is or
will be made in relation to the accuracy or completeness of the
information contained herein and no responsibility, obligation or
liability or duty (whether direct or indirect, in contract, tort or
otherwise) is or will be accepted by the Company, JPMorgan Funds
Limited, J.P. Morgan Securities plc (which conducts its UK
investment banking activities as J.P. Morgan Cazenove), BDO LLP, or
any of their respective affiliates or by any of their respective
officers, employees or agents in relation to it.
The Company has a limited operating history and investors have a
limited basis on which to evaluate the Company's ability to achieve
its investment objective. Potential investors should be aware that
any investment in the Company is speculative, involves a high
degree of risk, and could result in the loss of all or
substantially all of their investment. Results can be positively or
negatively affected by market conditions beyond the control of the
Company or any other person.
The information contained in this announcement is given at the
date of its publication (unless otherwise marked). No reliance may
be placed for any purpose whatsoever on the information or opinions
contained in this announcement or on its completeness, accuracy or
fairness. This announcement has not been approved by any competent
regulatory or supervisory authority.
The information in this announcement may include forward-looking
statements, which are based on the current expectations and
projections about future events and in certain cases can be
identified by the use of terms such as "may", "will", "should",
"expect", "anticipate", "project", "estimate", "intend",
"continue", "target", "believe" (or the negatives thereon) or other
variations thereon or comparable terminology. These forward-looking
statements, as well as those included in any related materials, are
subject to risks, uncertainties and assumptions about the Company,
including, among other things, the development of its business,
trends in its operating industry, and future capital expenditures
and acquisitions. In light of these risks, uncertainties and
assumptions, the events in the forward-looking statements may not
occur.
Each of the Company, JPMorgan Funds Limited, J.P. Morgan
Cazenove, BDO LLP and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise
any forward looking statement contained in this announcement
whether as a result of new information, future developments or
otherwise.
Each of the Company, JPMorgan Funds Limited, J.P. Morgan
Cazenove, BDO LLP and their respective affiliates, officers,
employees and agents expressly disclaim any and all liability which
may be based on this announcement and any errors therein or
omissions therefrom.
The date of Admission may be influenced by things such as market
conditions. There is no guarantee that Admission will occur and you
should not base your financial decisions on the Company's
intentions in relation to Admission at this stage. Acquiring
investments to which this announcement relates may expose an
investor to a significant risk of losing the entire amount
invested. Persons considering making such investments should
consult an authorised person specialising in advising on such
investments. This announcement does not constitute a recommendation
concerning the Issue. The value of shares can decrease as well as
increase. Potential investors should consult a professional advisor
as to the suitability of the Issue for the person concerned.
No representation or warranty is given to the achievement or
reasonableness of future projections, management targets,
estimates, prospects or returns, if any. Any views contained herein
are based on financial, economic, market and other conditions
prevailing as at the date of this announcement. The information
contained in this announcement will not be updated. The target
gross proceeds is a target only and should not be taken as an
indication of the gross proceeds which will be raised under the
Issue.
This announcement does not constitute or form part of, and
should not be construed as, any offer or invitation or inducement
for sale, transfer or subscription of, or any solicitation of any
offer or invitation to buy or subscribe for or to underwrite, any
share in the Company or to engage in investment activity (as
defined by the Financial Services and Markets Act 2000) in any
jurisdiction nor shall it, or any part of it, or the fact of its
distribution form the basis of, or be relied on in connection with,
any contract or investment decision whatsoever, in any
jurisdiction. This announcement does not constitute a
recommendation regarding any securities.
THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY
AND IS THE SOLE RESPONSIBILITY OF THE COMPANY, HAVE BEEN APPROVED
BY JPMorgan FUnds Limited SOLELY FOR THE PURPOSES OF SECTION
21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMED).
JPmorgan funds limited IS AUTHORISED and regulated BY THE financial
conduct AUTHORITY IN THE UNITED KINGDOM. jpmorgan funds limited IS
ACTING FOR THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE ISSUE
AND ADMISSION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE
COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF
jpmorgan funds limited OR FOR AFFORDING ADVICE IN RELATION TO ANY
TRANSACTION OR ARRANGEMENT REFERRED TO IN THIS ANNOUNCEMENT.
Neither this announcement nor any part or copy of it may be
taken or transmitted into the United States, Australia, Canada,
South Africa or Japan, or distributed directly or indirectly to US
Persons (as defined below) or in the United States, Australia,
Canada, South Africa or Japan. Any failure to comply with this
restriction may constitute a violation of applicable law. This
announcement does not constitute an offer of securities to the
public in the United States, Australia, Canada, South Africa or
Japan or in any other jurisdiction. Persons into whose possession
this announcement comes should observe all relevant restrictions.
There will be no public offer of the shares in the United States,
Australia, Canada, South Africa or Japan.
The Company has not been and will not be registered under the
U.S. Investment Company Act of 1940, as amended (the "Investment
Company Act") and as such investors will not be entitled to the
benefits of the Investment Company Act. The shares have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") or with any securities or
regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, exercised, resold,
transferred or delivered, directly or indirectly, into or within
the United States or to, or for the account or benefit of, U.S.
Persons (as defined in Regulation S under the Securities Act,
"Regulation S"), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction in the United States. There
will be no public offer of the shares in the United States. Subject
to certain limited exceptions, the shares will only be offered or
sold only outside the United States to non U.S. Persons in offshore
transactions in reliance on the exemption from the registration
requirements of the Securities Act provided by Regulation S
thereunder.
Neither the U.S. Securities and Exchange Commission ("SEC") nor
any state securities commission has approved or disapproved of the
shares or passed upon or endorsed the merits of the offering of the
shares or the adequacy or accuracy of the Prospectus or this
announcement. Any representation to the contrary is a criminal
offence in the United States.
The shares may not be acquired by: (i) investors using assets
of: (A) an "employee benefit plan" as defined in Section 3(3) of
the United States Employee Retirement Income Security Act of 1974,
as amended ("ERISA") that is subject to Title I of ERISA; (B) a
"plan" as defined in Section 4975 of the United States Internal
Revenue Code of 1986, as amended (the "U.S. Tax Code"), including
an individual retirement account or other arrangement that is
subject to Section 4975 of the U.S. Tax Code; or (C) an entity
whose underlying assets are considered to include "plan assets" by
reason of investment by an "employee benefit plan" or "plan"
described in preceding clause (A) or (B) in such entity pursuant to
the U.S. Plan Assets Regulations; or (ii) a governmental, church,
non-U.S. or other employee benefit plan that is subject to any
federal, state, local or non-U.S. law that is substantially similar
to the provisions of Title I of ERISA or Section 4975 of the U.S.
Tax Code (collectively, "Benefit Plan Investors") unless its
purchase, holding, and disposition of the shares will not
constitute or result in a non-exempt violation of any such
substantially similar law.
In addition, the shares are subject to restrictions on
transferability and resale in certain jurisdictions and may not be
transferred or resold except as permitted under applicable
securities laws and regulations and under the articles of
incorporation of the Company. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
any such jurisdictions
This announcement and the Issue are subject to the Alternative
Investment Fund Managers Directive ("AIFMD") as implemented by
Member States of the European Economic Area. JPMorgan Funds
Limited, in its capacity as alternative investment fund manager
(within the meaning of the AIFMD, "AIFM"), has made the
notifications or applications and received, where relevant,
approvals for the marketing of the shares to "professional
investors" (as defined in the AIFM Directive) in the following EEA
States: the United Kingdom, Belgium, the Republic of Ireland,
Luxembourg Sweden and Finland. This announcement should not be made
available to any investor domiciled in any EEA State other than
those cited above. Prospective investors domiciled in the EEA that
have received the announcement in any EEA State other than those
cited above should not subscribe for the shares (and the Company
reserves the right to reject any application so made, without
explanation).
J.P. Morgan Cazenove, which is authorised in the United Kingdom
by the Prudential Regulation Authority and regulated by the
Financial Conduct Authority and the Prudential Regulation
Authority, is acting exclusively for the Company and no one else in
connection with the Issue and Admission and will not be responsible
to anyone other than the Company for providing the protections
afforded to its clients, or for advising any such person in
relation to any transaction or arrangement referred to in this
announcement.
This announcement does not constitute any form of financial
opinion or recommendation on the part of J.P. Morgan Cazenove or
any of its affiliates and is not intended to be an offer, or the
solicitation of any offer, to buy or sell any securities. J.P.
Morgan Cazenove is not responsible for the contents of this
announcement or the Prospectus once published. This does not
exclude any responsibilities which J.P. Morgan Cazenove may have
under the Financial Services and Market Act 2000 or the regulatory
regime established thereafter.
In connection with the Issue, J.P. Morgan Cazenove and any of
its affiliates, may take up a portion of the shares in the Issue as
a principal position and in that capacity may retain, purchase,
sell, offer to sell for their own accounts such shares and other
securities of the Company or related investments in connection with
the Issue or otherwise. Accordingly, references in this
announcement to shares being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue
or offer to, or subscription, acquisition, placing or dealing by
J.P. Morgan Cazenove and any of its affiliates acting in such
capacity.
IN ADDITION, j.p. morgan cazenove AND ANY OF its AFFILIATES MAY
ENTER INTO FINANCING ARRANGEMENTS (INCLUDING SWAPS OR CONTRACTS FOR
DIFFERENCES) WITH INVESTORS IN CONNECTION WITH WHICH it AND ANY OF
its AFFILIATES MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF
SHARES. j.p. morgan cazenove does NOT INTEND TO DISCLOSE THE EXTENT
OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE
WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO.
To the extent permitted by applicable law, we may record
telephone calls and monitor electronic communications to comply
with our legal and regulatory obligations and internal policies.
Personal data will be collected, stored and processed by J.P.
Morgan Asset Management in accordance with our EMEA Privacy Policy
www.jpmorgan.com/emea-privacy-policy Investment is subject to
documentation. The Prospectus and PRIIPs Key Information.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ("MiFID II"); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the "MiFID
II Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the shares have been subject to a product approval process, which
has determined that the shares to be issued pursuant to the Issue
are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors
should note that: the price of the shares may decline and investors
could lose all or part of their investment; the shares offer no
guaranteed income and no capital protection; and an investment in
the shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Issue.
Furthermore, it is noted that, notwithstanding the Target Market
Assessment, J.P. Morgan Cazenove and/or the Company (the "Placers")
will only procure investors who meet the criteria of professional
clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the shares.
Each distributor is responsible for undertaking its own Target
Market Assessment in respect of the shares and determining
appropriate distribution channels.
PRIIPS REGULATION
Investors should be aware that Regulation (EU) No. 1286/2014 of
the European Parliament and of the Council of the European Union of
26 November 2014 on key information documents for packaged retail
and insurance-based investment products (PRIIPs) and its
implementing and delegated acts, as amended, (the "PRIIPs
Regulation") requires JPMorgan Asset Management (UK) (the
"Investment Manager"), as a PRIIP manufacturer, to prepare a key
information document in respect of the Company's shares. The key
information document in respect of an investment in the shares has
been prepared by the Investment Manager and is available to
investors at www.jpmrealassets.co.uk
The Company is not responsible for the information contained in
any key information document and investors should note that the
procedures for calculating the risks, costs and potential returns
are prescribed by the law. The figures in the key information
documents may not reflect the expected returns for the Company and
anticipated performance returns cannot be guaranteed.
The Investment Manager is the only manufacturer of the shares
for the purposes of the PRIIPs Regulation and neither the Company
nor J.P. Morgan Cazenove is a manufacturer for these purposes. The
Placers make no representations, express or implied, and do not
accept any responsibility whatsoever for the contents of the key
information documents prepared by the Investment Manager nor
accepts any responsibility to update the contents of the key
information documents in accordance with the PRIIPs Regulation, to
undertake any review processes in relation thereto or to provide
such key information documents to future distributors of the
shares. The Placers (and their affiliates other than the Investment
Manager) accordingly disclaim all and any liability whether arising
in tort or contract or otherwise which they might have in respect
of the key information documents prepared by the Investment
Manager.
0903c02a82a667ac
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END
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