As announced on June 9, 2016, the Board of JPMorgan China Region
Fund, Inc. (‘JFC’ or the ’Fund’) has been pursuing various
initiatives intended to increase the Fund’s appeal and reduce the
Fund’s discount.
Following discussions between the Fund’s Board and the Board of
Korea Equity Fund, Inc. (‘KEF’), JFC announces today that it has
entered into negotiations with KEF concerning a possible merger of
the two funds.
While discussions between the Boards of the Fund and KEF are
ongoing, it is anticipated that the terms of the proposed merger
would include the following:
• The two funds would merge on terms based upon the two funds’
relative net asset values per share at the date of the merger. JFC
will be the surviving fund (the ‘Successor Fund’) and would
continue to retain the services of JF International Management,
Inc. (“JFIMI”), a company that operates under the name of J.P.
Morgan Asset Management as its investment adviser;
• Subject to JFC stockholder approval, the Successor Fund’s
investment objective and principal investment strategies would be
modified from JFC’s current investment objective to the extent
necessary to permit the Successor Fund to actively invest in equity
securities of the countries in North East Asia including China,
South Korea, Taiwan and Hong Kong. The Successor Fund will continue
to make direct investments in China A shares, seek to utilize Hong
Kong Stock Connect, use leverage and actively invest in small / mid
cap stocks as warranted;
• Based on the new investment objective and strategy, the
proposed name of the Successor Fund will be The North East Asia
Growth Fund;
• In addition, it is expected that the Successor Fund would
adopt a more concentrated investment strategy under normal
investment conditions so that it can actively differentiate itself
from other NYSE-listed closed-end funds that invest in the Greater
China and Asia-Pacific region;
• The Successor Fund’s proposed benchmark would be the MSCI All
Country Far East ex. Japan Total Return Index, which will be
reweighted for purposes of the Fund’s geographic scope to exclude
the component attributable to issuers in Southeast Asia;
• The investment advisory fee of the Successor Fund would be
0.90% per annum of the Successor Fund’s managed gross assets;
• The Successor Fund Board would comprise four members of the
current Fund Board (following the changes being proposed at JFC’s
reconvened Annual Meeting of Stockholders set for July 20, 2016)
and two KEF directors; and
• Following the merger, the Successor Fund would seek to
purchase up to 50% of the Successor Fund’s issued shares at net
asset value per share less associated costs.
The Board of JFC will make a further announcement concerning the
terms of the proposed transaction in due course. There is, however,
no guarantee that any merger or reorganization transaction will
proceed and any transaction proposed may materially differ from the
terms outlined above. The proposal and these negotiations are
non-binding. The terms described above are only potential terms
and, as such, the final terms of any merger of the funds may vary
from those outlined above. Further, any merger between the funds
would be subject to due diligence review and all necessary and
appropriate approvals by the Board and stockholders of each fund,
as appropriate and the satisfaction of applicable regulatory
requirements.
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND
The Fund, the members of the Board that are not “interested
persons” within the meaning of the Investment Company Act of 1940,
as amended, (‘Independent Directors’) and JFIMI may be deemed to be
participants in the solicitation of proxies of the Fund's
stockholders in connection with the Annual Meeting. Stockholders of
the Fund may obtain information about the Independent Directors,
along with the Fund's interested Director and executive officers,
including their beneficial ownership of shares of the Fund's common
stock, and information about JFIMI, in the Proxy Materials and
other relevant documents that have been filed by the Fund with the
Securities and Exchange Commission (‘SEC’) in connection with the
Annual Meeting. This solicitation may be made via regular or
electronic mail.
Two activist shareholders, Ancora Catalyst Fund LP and Merlin
Partners LP, (‘Ancora’) have submitted two stockholder proposals
for which they intend to solicit votes. Ancora has sent a
definitive proxy statement, white proxy card and related proxy
materials to stockholders of the Fund seeking their support of each
of the stockholder proposals at the Fund’s 2016 Annual Meeting.
This solicitation recommends that you vote AGAINST Ancora’s
proposals and FOR the Board’s recommendation.
Stockholders and investors are urged to carefully read the proxy
materials sent to stockholders and other documents filed with the
SEC, because they contain important information.
Stockholders and investors may obtain a free copy of the proxy
statement (including any amendments thereto if and when they become
available) and other documents filed by the Fund with the SEC
through the website maintained by the SEC at http://www.sec.gov.
Copies of the documents filed with the SEC by the Fund are
available free of charge on the Fund’s internet website at
http://www.jpmchinaregionfund.com.
This release shall not constitute an offer to sell or a
solicitation to buy, nor shall there be any sale of Fund securities
in any state or jurisdiction in which such offer or solicitation or
sale would be unlawful prior to registration or qualification under
the laws of such state or jurisdiction.
Certain statements contained in this release may be
forward-looking in nature. These include all statements relating to
plans, expectations, and other statements that are not historical
facts and typically use words like “expect,” “anticipate,”
“believe,” and similar expressions. Such statements represent the
current beliefs of the Board or JFIMI, based upon information
available at the time the statements are made, with regard to the
matters addressed. All forward-looking statements are subject to
risks and uncertainties that could cause actual results to differ
materially from those expressed in, or implied by, such statements.
Neither JFC nor the Board undertake any obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events, or otherwise.
The following factors, among others, could cause actual results
to differ materially from forward-looking statements: (i) the need
to obtain any necessary regulatory and stockholder approvals; (ii)
the effects of changes in market and economic conditions; (iii)
other legal and regulatory developments; and (iv) other additional
risks and uncertainties.
The Fund is a non-diversified, closed-end management investment
company whose shares are traded on the New York Stock Exchange. The
Fund trades under the symbol “JFC.”
The Fund seeks to achieve long-term capital appreciation through
investments primarily in equity securities of companies with
substantial assets in, or revenues derived from, the People's
Republic of China, Hong Kong, Taiwan and Macau--collectively, the
China Region.
JPMorgan Fund Services, in Boston, MA is the Fund’s accounting
and administrative agent.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160719005946/en/
JPMorgan China Region Fund, Inc.Simon Crinage, President and
Interested DirectorLucy Dina, SecretaryTelephone: +44 20 7742
4000Email: lucy.j.dina@jpmorgan.comWebsite:
http://www.jpmchinaregionfund.com
JPMorgan China Region Fund, Inc. (NYSE:JFC)
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JPMorgan China Region Fund, Inc. (NYSE:JFC)
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