JPMorgan Global Growth & Income plc (LSE:JGGI) a fund managed by JPMorgan Funds Limited agreed heads of terms to acquire assets of The Scottish Investment Trust PLC (LSE:SCIN) on October 20, 2021. SCIN's shareholders will receive new JGGI shares on a formula asset value ("FAV")-to-FAV basis. FAVs will be calculated using the net asset values of each company, adjusted for their respective allocations of costs and for declared but unpaid dividends and, in the case of SCIN, excluding the Company's property, pension scheme and wholly owned subsidiary (S.I.T. Savings Limited ("SIT Savings")) and taking account of the liquidator's retention.

JPMorgan has agreed to make a contribution to the costs of the Transaction in an amount equivalent to eight months of management fee payable by the enlarged vehicle, calculated by reference to JGGI's new management fee arrangements. The Transaction will be effected by way of a scheme of reconstruction resulting in the voluntary liquidation. The property at 6 Albyn Place, Edinburgh, The Scottish Investment Trust pension scheme and the Company's wholly-owned subsidiary (SIT Savings) will not transfer to JGGI, but will instead remain with the liquidator, along with sufficient assets to meet SCIN's liabilities.

On completion of the Transaction, the board of JGGI will be enlarged by members of the SCIN board joining the board of JGGI. As previously envisaged, the board of JGGI will continue to be chaired by Nigel Wightman until his upcoming retirement at the 2021 AGM (on October 27, 2021), when he will be succeeded by Tristan Hillgarth. As part of the liquidation process, the property will be sold and SIT Savings will be liquidated.

Following the completion of these processes, any excess of funds remaining in the liquidation pool after all liabilities have been settled will be returned to SCIN shareholders. The transaction will be subject to, inter alia, approval by the shareholders and debt holders of each of Scottish Investment Trust and JGGI, and will be conditional upon benefits under the pension scheme being secured through a buy-in. Transaction will be subject to other regulatory and tax approvals.

The Investment Management Change is expected to take effect by mid-January 2022, and the transaction is anticipated to conclude by the end of Q2 2022. As on August 31, 2022, JPMorgan Global Growth & Income plc (LSE:JGGI) will pay consideration of 133,919,647 new ordinary shares in the capital of JGGI. Herbert Smith Freehills LLP acted as legal advisor to JPMorgan Global Growth & Income plc (LSE:JGGI).