THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM, 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, THE REPUBLIC OF SOUTH AFRICA, IN ANY MEMBER STATE OF THE EEA 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.

Legal Entity Identifier: 5493007C3I0O5PJKR078

17 April 2025

JPMorgan Global Growth & Income plc

Proposed combination with Henderson International Income Trust plc

Publication of Circular

The Board of JPMorgan Global Growth & Income plc ("JGGI" or the "Company") announced on 7 February 2025 that it had agreed heads of terms with the board of Henderson International Income Trust plc ("HINT") (the "Transaction") in respect of a proposed rollover of assets from HINT to the Company to be implemented through a scheme of reconstruction of HINT pursuant to section 110 of the Insolvency Act 1986 (the "Scheme") and the substitution of the Company for HINT as the issuer of the HINT FRNs, together the "Proposals".

The Board announces that the Company has today published a circular to provide the Company's shareholders (the "JGGI Shareholders") with further details of the Scheme and to convene a general meeting of the Company (the "General Meeting") to seek approval from JGGI Shareholders for the implementation of the Scheme (the "Circular"). The Circular also sets out that the Board is seeking approval from JGGI Shareholders to renew the Company's existing share allotment and disapplication authorities and to increase the Directors' remuneration cap as set out in the Articles of Association to account for the addition of one HINT director to the Board of the Company and future incremental increases in Directors' fees.

Conditional upon the Scheme becoming effective the Company will be substituted for HINT as the issuer of HINT's €30 million 2.43% Senior Unsecured Notes due 2044 issued pursuant to the HINT Note Purchase Agreement (the "HINT FRNs"). In connection with this substitution, the Company's existing security arrangements in respect of the JGGI Loan Notes and the JGGI Bonds will be amended so as to ensure that the HINT FRNs will rank pari passu with the existing JGGI Creditors.

The Transaction provides additional scale to the Company, building on recent similar transactions and ongoing issuances, all of which contribute to cost savings for Shareholders as the Company benefits from a tiered management fee structure and the fixed costs being spread over a larger asset base. On the basis of valuations as at 31 March 2025, following implementation of the Scheme the blended management fee payable on NAV is expected to be 0.39 per cent. per annum and the ongoing charges ratio is expected to be 0.43 per cent. per annum.

As detailed below, the Manager's Contribution, which covers the JGGI Implementation Costs and the HINT Implementation Costs, ensures that the Transaction can be completed on a cost-effective basis for Shareholders.

The Circular will shortly be available for inspection at the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at http://www.jpmglobalgrowthandincome.co.uk .

Details of the Proposals

The rollover of assets from HINT, if approved by the shareholders of each of the Company and HINT, will be implemented through a scheme of reconstruction under section 110 of the Insolvency Act 1986, resulting in the voluntary liquidation of HINT and the transfer of its assets to the Company in exchange for the issue of new Shares ("Scheme Shares"). The Scheme Shares will be allotted to the Liquidators who will renounce such Scheme Shares in favour of Eligible HINT Shareholders and sell any Scheme Shares issued in respect of Excluded HINT Shareholders in the market for the benefit of such Excluded HINT Shareholders.

Conditional on the passing of the Scheme Allotment Resolution, the HINT Resolutions, and the satisfaction of the other conditions of the Issue, the Scheme will take effect on 28 May 2025 ("Effective Date") and the HINT FRNs will be novated to the Company on the Effective Date.

Under the Scheme, HINT will be put into member's voluntary liquidation and its assets split into the following two pools:

(i)         the pool of cash, undertaking and other assets of HINT to be retained by the Liquidators to meet all known and unknown, current and future, liabilities of HINT and other contingencies (the "Liquidation Pool"); and

(ii)          the pool of cash, undertaking and other assets to be transferred to the Company pursuant to the Transfer Agreement (the "Rollover Pool"), comprising:

a.   assets in consideration for the issuance of the Scheme Shares to the Liquidators who will renounce such Scheme Shares in favour of Eligible HINT Shareholders and sell any Scheme Shares issued in respect of Excluded HINT Shareholders in the market for the benefit of such Excluded HINT Shareholders; and

b.    in relation to the Novation of the liabilities under the HINT FRNs to the Company, assets equal to the fair value of the HINT FRNs (as determined by the Directors, in consultation with the HINT Directors, on a basis consistent with the Company's valuation of fixed rate debt in accordance with its normal accounting policies), together with interest accrued up to and including the Calculation Date on the HINT FRNs) in consideration for the substitution of the Company for HINT as the issuer of the HINT FRNs.

The Scheme Shares that are issued to HINT Shareholders will be issued on a Formula Asset Value ("FAV") for FAV basis.  The JGGI FAV and the HINT FAV will be calculated using the respective net asset values of each company on the Calculation Date.

In order to calculate the FAV of the Company, its Net Asset Value (cum income, debt at fair value as applicable, in accordance with its normal accounting policies) as at the Calculation Date is adjusted: (i) to deduct an amount equal to the JGGI Implementation Costs and the JGGI Debt Holder Costs (in each case, to the extent not already reflected in the Net Asset Value); (ii) to deduct any dividends announced or declared by the Company but not paid prior to the Effective Date by the Company to JGGI Shareholders (to the extent not already reflected in the Net Asset Value and to which the Scheme Shares will not be entitled); and (iii) to reflect the benefit of the Manager's Contribution allocated to the Company.

The FAV of HINT is calculated by adjusting the Net Asset Value of the Rollover Pool (cum income, debt at fair value as applicable, in accordance with its normal accounting policies) as at the Calculation Date to: (i) account for the valuation of the HINT FRNs as determined by the Directors, in consultation with the HINT Directors, on a basis consistent with the Company's valuation of fixed rate debt in accordance with its normal accounting policies; and (ii) to reflect the benefit of the Manager's Contribution allocated to HINT.

Benefits of the Transaction

The Board believes that the Proposals have a strong rationale, which includes the following benefits for JGGI and HINT Shareholders:

•    Strong investment performance: JGGI has generated NAV total return per JGGI Share of 1.0 per cent., 33.3 per cent., 136.6 per cent., and 218.3 per cent. over the one, three, five and 10 years to 31 March 2025, which compares to HINT's NAV total return per Share of -0.5 per cent., 11.1 per cent., 67.6 per cent., and 103.0 per cent. over the same periods.

•    Improved share rating: HINT's shareholders would benefit from an immediate uplift in value given the relative ratings of the two trusts, with JGGI trading on an average premium of 0.9 per cent. and HINT on an average discount of 12.1 per cent., in each case over the 12 month period to 31 January 2025, being the month end immediately prior to the announcement of the Proposals.

•    Scale: the enlarged JGGI is expected to have net assets of c.£3.1 billion (on the basis of the companies' respective net asset values as at 31 March 2025), further enhancing JGGI's position as the largest investment trust in the AIC Global Equity Income sector.

•    Liquidity: the scale of the enlarged JGGI should further improve secondary market liquidity for both groups of shareholders. The average daily volume in JGGI Shares for the 12 months to 31 March 2025 was £6.6 million, providing a significant enhancement to liquidity for HINT Shareholders.

•    Consistent dividends: JGGI's dividend policy is to make quarterly distributions with the intention of paying dividends totalling at least 4 per cent. of its NAV per Share as at the end of the preceding financial year, funded by distributable reserves where necessary. This policy provides the Investment Manager with the flexibility to adapt the portfolio to meet different market environments, which aligns favourably with HINT's recently enhanced investment and distribution policy. JGGI's policy has resulted in an annualised dividend growth rate of 7.2 per cent. since the start of the 2018 financial year, as compared to HINT's annualised dividend growth rate of 6.4 per cent. over the same period.

•    Contribution to costs: HINT Shareholders and JGGI Shareholders will be insulated from a significant proportion of the costs of the Proposals as a result of the Manager's Contribution (as described further below).

•    Reduced management fee: HINT's Shareholders will benefit from significantly lower management fees as part of the enlarged JGGI. The incremental management fee payable by the enlarged JGGI will be 0.30 per cent. of NAV per annum, resulting in an expected blended management fee of 0.39 per cent. per annum on the enlarged JGGI's NAV, which compares to the existing HINT management fee of 0.58 per cent. of NAV per annum.

•    Lower ongoing charges: HINT and JGGI shareholders will benefit from an estimated annual ongoing charge of 0.43 per cent., a significant reduction to HINT's annual ongoing charge of 0.77 per cent.

•    Combined shareholder base: there is significant overlap between HINT's and JGGI's top 20 shareholders, with over 83 per cent. of HINT's Shareholders also being shareholders of JGGI. This will allow Shareholders the opportunity to consolidate their investments into a larger, more liquid investment trust.

•    Track record of consolidating investment trusts: JGGI has an established track record of combining investment trusts. JGGI completed a merger with The Scottish Investment Trust plc in August 2022, JPMorgan Elect plc in December 2022 and JPMorgan Multi-Asset Growth & Income plc in March 2024.

The Manager's Contribution

JPMorgan Funds Limited (the "Manager") has agreed to contribute to the costs of the Proposals for an amount equal to the Direct Transaction Costs in connection with the implementation of the Scheme (the "Manager's Contribution"). The Manager's Contribution will be provided by means of a fee waiver of a proportion of the Manager's annual management fee on the enlarged Company's NAV following completion of the Scheme, which reflects the proportion of the Company's assets represented by the Scheme Shares. The relevant proportion of the Manager's annual management fee will be waived until such time as the aggregate value of the management fee amount waived equals the Manager's Contribution. The Manager's Contribution will be for the benefit of each of the shareholders of HINT and the Company by means of an adjustment in their respective FAVs equal to the Direct Transaction Costs paid or accrued, for the purposes of calculating entitlements under the Scheme.

The JGGI Debt Holder Costs do not form part of the JGGI Implementation Costs and will be borne by the JGGI Shareholders and reflected in the JGGI FAV. The following costs do not form part of the JGGI Implementation Costs and will be borne by the enlarged Company (but not reflected in the JGGI FAV): (i) any realignment costs, stamp duty, SDRT or other transaction taxes incurred by the Company for the acquisition of assets from HINT; and (ii) any fees payable in respect of the admission to trading of the Scheme Shares issued in connection with the Scheme.

The following costs do not form part of the HINT Implementation Costs and will be borne by the HINT Shareholders and reflected in the HINT FAV: (i) any costs of the realignment or realisation of the HINT Portfolio so that the Rollover Pool transferred to the Company pursuant to the Transfer Agreement contains assets that are suitable for transfer to the Company and also to ensure that HINT has sufficient cash to meet any remaining liabilities; (ii) any costs associated with the termination of HINT's existing management arrangements (including the HINT Manager Termination Fee); and (iii) the HINT FRN Holder Costs.

Admission and Dealings

Applications will be made by the Company to the FCA for the Scheme Shares to be admitted to the Official List and to the London Stock Exchange for the Scheme Shares to be admitted to trading on the Main Market. If the Scheme becomes effective, it is expected that the Scheme Shares will be admitted to the Official List and the first day of dealings in such shares on the Main Market will be 29 May 2025.

General Meeting

The Proposals and certain related matters are subject to JGGI Shareholder approval. The GM Notice convening the General Meeting, to be held at 11.00 a.m. on 9 May 2025 at 60 Victoria Embankment, London, EC4Y 0JP, is set out on page 25 of the Circular. The GM Notice includes the full text of the Resolutions.

Expected Timetable

SCHEME

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

  For further information, please contact: