Leading international law firm Herbert Smith Freehills has advised JPMorgan Global Growth & Income plc (JGGI) on its combination with The Scottish Investment Trust plc (SIT). JGGI and SIT are two of the oldest UK investment trusts, both having been incorporated in 1887.
The combination was effected by way of a scheme of reconstruction in which JGGI acquired the net assets of SIT and the SIT shareholders were issued shares in JGGI, with the SIT secured notes 2030 being novated to JGGI. The combination has created a company with net assets in excess of £1.3 billion, representing the second largest merger in the history of the UK listed investment company sector.
The HSF team was led by corporate partner Nigel Farr and senior associate Adam Hickey, supported by Adam Diamond, Warwick Carless, Eric Madumo, Hudson Heffer and Emily Travers for the share issuance elements of the transaction, with Aurell Taussig and Casey Dalton advising on the tax and Dinesh Banani, Dennis Hermreck and Gaelen Perrone on the US securities law aspects. The debt finance team comprised partners Amy Geddes, Kristen Roberts and Gabrielle Wong and senior associates Chelsea Fish and Pritika Advani, supported by Kgomotso Mokaba, Emma Hallam, Rosie Watterson, Matthew Oliver and Ryhan Uddin. Pensions advice was provided by partner Michael Aherne and of counsel Mark Howard with employment advice by Tim Leaver and Jenny Andrews.
Nigel Farr commented:
"We are really delighted to have had the opportunity to assist JPMorgan Global Growth & Income plc on this complex landmark transaction. The combination of our strength in the listed funds sector with our debt capital markets and US finance and securities law expertise plus, of key importance in this transaction, our pensions expertise enabled us to support JGGI's board and its investment manager J. P. Morgan Asset Management across all the legal aspects of the transaction."
The broker, financial adviser and sponsor to JGGI for the transaction was Winterflood Securities Limited and the broker and financial adviser to SIT was Investec Bank Limited. Dickson Minto WS were the legal advisers to SIT.