JGGI Prospectus 5 Aug 2022

THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE

YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take or

the contents of this document, you are recommended to seek your own independent

ﬁnancial advice immediately from your stockbroker, bank, solicitor, accountant, or oth er

appropriate independent ﬁnancial adviser, who is authorised under the Financial Services

and Markets Act 2000 (as amended) (“FSMA”) if you are in the United Kingdom, or from

another appropriately authorised independent ﬁnancial adv iser if you are in a territory

outside the United Kingdom.

This document comprises a prosp ectus (the “Prospectus”) relating to JPMorgan Global

Growth & Income plc (the “Company”) in connection with the issue of Shares in the

Company pursuant to a scheme of reconstruction (“Scheme Shares”) of The Scottish

Investment Trust PLC (“SCIN”) under section 110 of the Insolvency Act 1986 (the

“Scheme”), prepared in accordance with the UK version of the EU Prospectus Regulation

((EU) 2017/1129) which is part of UK law by virtue of the Europ ean Union Withdrawal

Act 2018 (as amended and supplemented from time to time (including, but not limited to, by

the Prospectus (Amendment etc. ) (EU Exit) Regulations 2019/1234 and The Financial

Services and Markets Act 2000 (Prospectus) Regulations 2019)) (the “UK Prospectus

Regulation”) and the prospectus regulation rules of the Financial Conduct Authority (the

“FCA”) made pursuant to section 73A of FSMA (the “Prospectus Regulation Rules”). This

Prospectus has been approved by the FCA, as the competent authority under the UK

Prospectus Regulation. The FCA only approves this Prospectus as meeting the standards of

completeness, comprehensibility and consistency imposed by the UK Prospectus

Regulation. Such approval should not be considered as an endorsement of the Company

and of the quality of the Shares that are the subject of this Prospectus. Investors should

make their own assessment as to the suitability of investing in the Shar es.

Applications will be made for the Scheme Shares to be admitted to listing on the premium listing

category of the Ofﬁcial List and to trading on the Main Market, respectively. It is not intended that

any class of shares in the Company be admitted to listing or trading in any other jurisdiction. It is

expected that Admission will become effective and that dealings for normal settlemen t in the

Scheme Shares will commence at 8 a.m. on 1 September 2022.

JPMORGAN GLOBAL GROWTH & INCOME PLC

(a closed-ended investment company incorporated with limited liability under the laws of England and Wales

with company number 00024299)

Issue of Scheme Shares pursuant to a scheme of reconstruction of

The Scottish Investment Trust PLC under section 110

of the Insolvency Act 1986

Sponsor

Winterﬂood Securities Limited

The Company and each of the Direct ors and the prospective Directors whose names appear on

page 33 of this Prosp ectus accept responsibility for the information contained in this Prospectus. To

the best of the knowledge of the Company, the Directors and the prospective Directors, the

information contained in th is Prospectus is in accordance with the facts and this Prospectus makes

no omission likely to affect its import.

JPMorgan Funds Limited (the “Manager”) accepts responsibility for the information and opinions

contained in this Prospectus relating to it and all statements made by it. To the best of the

knowledge of the Manager, the information contained in this Prospectus related to or attributed to

the Manager and its Afﬁliates are in accordance with the facts and such parts of this Prospectus

make no omis sion likely to affect their import.

JPMorgan Asset Management (UK) Limited (the “Investment Manager” ) accepts responsibility for

the information and opinions contained in: (a) the risk factors contained under the following

headings: “ Risks relating to the Investment Policy” and “Risks relating to the Manager and the

Investment Manager”; (b) paragraph 3 (Investment Objective and Investment Policy), paragraph 5

(Benchmark), paragraph 7 (Dividend Policy) and paragraph 10 (Net Asset Value Calculation and

Publication)ofPartI(Information on the Company) of this Prospectus; (c) Part II (Market Outlook

and Investment Strategy) of this Prospectus; (d) Part III (Directors, Management and Administration)

of this Prospectus and any other information or opinion related to or attributed to it or to any of its

Afﬁliates. To the best of the knowledge of the Investment Manager, the information and opinions

contained in the Prospectus related to or attributed to it or any Afﬁliate of the Investment Manager

are in accordance with the facts and do not omit anything likely to affect the import of such

information and opinions.

Winterﬂood Secur ities Limited (the “Sponsor”) which is authorised and regulated in the United

Kingdom by the FCA, is acting exclusively for the Compa ny and for no one else in connection with

the Issue. The Sponsor will not be responsible to anyone (whether or not a recipient of this

Prospectus) other than the Company for providing the protections afforded to clients of the Sponsor

or for providing advice in relation to the Issue, the contents of this Prospectus or any matters

referred to in this Prospectus. This does not exclude any responsibilities which the Sponsor may

have under FSMA or the regulatory regime established thereunder.

Apart from the liabilities and responsibilities (if any) which may be imposed on the Sponsor by

FSMA or the regulatory regime established thereun der, the Sponsor makes no representations,

express or implied, nor accepts any responsibility whatsoever for the contents of this Prospectus

nor for any other statement made or purported to be made by it or on its behalf in connection with

the Company, the Shares or the Issue. The Sponsor and its Afﬁliates, to the fullest extent permitted

by law, accordingly disclaim all and any responsibility or liability (save as referred to above),

whether arising in tort, contract or otherwise which it or they might otherwise have in respect of this

Prospectus or any such statement.

THE SCHEME SHARES ARE ONLY AVAILABLE TO ELIGIBLE SCIN SHAREHOLDERS AND

ARE NOT BEING OFFERED TO EXISTING SHAREHOLDERS (SAVE TO THE EXTENT AN

EXISTING SHAREHOLDER IS ALSO AN ELIGIBLE SCIN SHAREHOLDER) OR TO THE PUBL IC.

The Company has not been and will not be registered under the United States Investment

Company Act of 1940 (the “US Investment Company Act”), and as such investors in the Scheme

Shares will not be entitled to the beneﬁts of the US Investment Company Act. The Scheme Shares

have not been and will not be registered under the United States Securities Act of 1933 (the “US

Securities Act ”), or with any securities regulatory authority of any state or other jurisdiction of the

United States, and may not be offered, sold, resold, pledged, delivered, assigned or otherwise

transferred, directly or indirectly, into or within the United States or to, or for the account or beneﬁt

of, any “U.S. persons” as deﬁned in Regulation S under the US Securities Act (“US Persons”),

except pursuant to an exemption from, or in a transaction not subject to, the registration

requirements of the US Securities Act and in compliance with any applicable securities laws of any

state or other jurisdiction of the United States and in a manner which would not result in the

Company being required to register under the US Investment Company Act. There has been and

will be no public offer of the Scheme Shares in the United States.

This document does not address the US federal income tax considerations applicable to an

investment in the Scheme Shares. Each prospective investor should consult its own tax advisers

regarding the US federal income tax co nsequences of any such investment. The Scheme Shares

are being offered or sold only (i) outside the United States in “offshore transactions” to non-US

Persons pursuant to Regulation S under the US Securities Act, and (ii) to persons who are both

“qualiﬁed purchasers” as deﬁned in the US Investment Company Act (“Qualiﬁed Purchasers”) and

“accredited investors” as deﬁned in Regulation D under the US Securities Act (“Accredited

Investors”), pursuant to an exemption from the registration requirements of the US Securities Act,

and who, in the case of (ii), have executed an AI/QP Investor Letter in the form annexed to this

Prospectus (“AI/QP Investor Letter”) and returned it to the Company and Computershare as

registrar to SCIN.

Neither the US Securities and Exchange Commission (the “SEC”) nor any securities

regulatory authority of any state or other jurisdiction of the United States has approved or

disapproved of the Scheme Shares or passed upon or endorsed the merits of the offering

of the Schem e Shares or the adequacy or accuracy of this Prospe ctus. Any representation

to the contrary is a criminal offence in the United States.

In addition, the Scheme 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. Any failure to comply with these restr ictions may

constitute a violation of the securities laws of any such jurisdictions and may subject the holder to

the forced transfer and other provisions set out in the Articles. For further information on restrictions

on offers, sales and transfers of the Scheme Shares, please refer to the section entitled “Overseas

Excluded SCIN Shareholders” at paragraph 10 of Part IV (Details of the Scheme and the Issue)of

this Prospectus.

This Prospectus does not constitute or form par t of any offer or invitation to sell or issue, or any

solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities by any person

in any circumstances or jurisdiction in which such offer or solicitation would be unlawful or would

impose any unfulﬁlled registration, qualiﬁcation, publication or approval requirements on the

Company, the Manager, the Investment Manager or the Sponsor.

The distribution of this Prospectus and the offer of the Scheme Shares in certain jurisdictions may

be restricted by law. Other than in the United Kingdom, no action has been or will be taken to

permit the possession, issue or distribution of this Prospectus (or any other offering or publicity

material relating to the Scheme Shares) in any jurisdiction where actio n for that purpose may be

required or doing so is restricted by law. Accordingly, neither this Prospectus, nor any

advertisement, nor any other offering material may be distributed or published in any jurisdiction

except under circumstances that will result in compliance with any applicable laws and regulations.

Persons into whose possession this Prospectus (or any other offering materials or publicity relating

to the Scheme Shares) comes should inform themselves about and observe any such restrictions.

None of the Company, the Manager, the Investment Manager, the Sponsor or any of their respective

Afﬁliates or advisers, accepts any legal responsibility to any person, whether or not a prospect ive

investor, for any such restrictions.

The Company is a closed-ended investment company incorporated in England and Wales on

21 April 1887 with company number 00024299 and registered as an investment company under

section 833 of the Companies Act 2006 (the “Companies Act”).

Capitalised terms contained in this Prospectus shall have the meanings ascribed to them in Part VIII

(Deﬁnitions) of this Prospectus, save where the context indicates otherwise.

Prospective investors should read this en tire Prospectus and, in particular, the section

entitled “Risk Factors” beg inning on page 12 when considering an investment in the

Company.

This Prospectus is dated 5 August 2022.

TABLE OF CONTENTS

SUMMARY ................................................................................................................................... 5

RISK FACTORS ........................................................................................................................... 12

IMPORTANT INFORMATION ...................................................................................................... 24

EXPECTED TIMETABLE ............................................................................................................. 31

STATISTICS.................................................................................................................................. 32

DEALING CODES ....................................................................................................................... 32

DIRECTORS, ADVISERS AND OTHER SERVICE PROVIDERS.............................................. 33

PART I – INFORMATION ON THE COMPANY .......................................................... ................ 35

PART II – MARKET OUTLOOK AND INVESTMENT STRATEGY............................................. 40

PART III – DIRECTORS, MANAGEMENT AND ADMINISTRATION......................... ................. 44

PART IV – DETAILS OF THE SCHEME AND THE ISSUE........................................................ 50

PART V – UK TAXATION....................................................... ...................................................... 58

PART VI – ADDITIONAL INFORMATION ON THE COMPANY ................................................ 62

PART VII – FINANCIAL INFORMATION OF THE COMPANY ................................................... 82

PART VIII – DEFINITIONS........................................................................................... ................ 88

ANNEX – FORM OF AI/QP INVESTOR LETTER ...................................................................... 99

SUMMARY

1. Introduction

a. Name and ISIN of securities

i. Ticker for the Shares: JGGI

ISIN of the Shares: GB00BNYMKY695

b. Identity and contact details of the issuer

i. Name: JPMorgan Global Growth & Income plc (the “Company”)

Address: 60 Victoria Embankment, London, EC4Y 0JP (Tel: 020 7742 4000)

c. Identity and contact details of the competent authority

i. Name: Financial Conduct Authority

Address: 12 Endeavour Square, London, E20 1JN, United Kingdom (Tel: 0207 066 1000)

d. Date of approval of the Prospectus

i. 5 August 2022

e. Warnings

i. This summary should be read as an introduction to this Prospectus. Any decision to invest in ordinary shares of the Company being offered

pursuant to the Scheme (the “Scheme Shares”) should be based on consideration of this Prospectus as a whole by the investor. The investor

could lose all or part of the invested capital. Civil liability attaches only to those persons who have tabled the summary including any translation

thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Prospectus or it does not

provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in

the Scheme Shares.

2. Key information on the issuer

a. Who is the issuer of the securities?

i. Domicile and legal form, LEI, applicable legislation and country of incorporation

The Company is an investment company limited by shares, registered and incorporated in England and Wales under the Companies Act on

21 April 1887, with company number 00024299. The Company’s Legal Entity Identiﬁer (LEI) is 5493007C3I0O5PJKR078. The Company carries

on, and intends to continue to carry on, its business at all times so as to retain its status as an investment trust for the purposes of section 1158

CTA 2010.

ii. Principal activities

The Company’s investment objective is to achieve superior total returns from world stock markets.

In order to achieve the investment objective and to seek to manage risk, the Company invests in a diversiﬁed portfolio of companies. The

Company manages liquidity and borrowings to increase potential Sterling returns to shareholders; the Board has set a normal range of 5 per cent.

net cash to 20 per cent. geared.

The Company’s aim is to provide a diversiﬁed portfolio of approximately 50-90 stocks in which the Portfolio Managers have a high degree of

conviction. At 31 July 2022, the number of investments held was 61. To gain the appropriate exposure, the Portfolio Managers are permitted to

invest in pooled funds. The Investment Manager is responsible for management of the Company’s assets. On a day-to-day basis the assets are

managed by Portfolio Managers based in London and in New York, supported by a strong equity research team.

The Company has implemented a passive currency hedging strategy that aims to make stock selection the predominant driver of overall Portfolio

performance relative to the benchmark, the MSCI All Countries World Index (in Sterling terms). This is a risk reduction measure, designed to

eliminate most of the differences between the Portfolio’s currency exposure and that of the Company’s benchmark. As a result, the returns

derived from, and the Portfolio’s exposure to, currencies may materially differ from that of the Company’s competitors who generally do not

undertake such a strategy.

iii. Major Shareholders

The below table sets out the persons who had noti ﬁed the Company of an interest which represents three per cent. or more of the voting share

capital of the Company, based on the information available to the Company as at 3 August 2022:

Shareholder No. of Shares

Percentage of

total issued

share capital

Interactive Investor 19,919,278 11.99%

Hargreaves Lansdown, stockbrokers 19,107,187 11.50%

Rathbones 15,614,794 9.40%

Canaccord Genu ity Wealth Management 7,857,379 4.73%

Charles Stanley 7,452,472 4.49%

AJ Bell, stockbrokers 6,954,570 4.19%

Redmayne Bentley, stockbrokers 5,758,530 3.47%

EFG Harris Allday, stockbrokers 5,356,214 3.22%

—————

Save as disclosed above, the Company is not aware of any person who, as at 3 August 2022, directly or indirectly, has a holding which is notiﬁable under applicable law or

who directly or indirectly, jointly or severally, exercises or could exercise control over the Company. There are no differences between the voting rights enjoyed by the

Shareholders described above and those enjoyed by any other holder of Shares.

iv. Directors

Tristan Hillgarth, James Macpherson, Sarah Whitney, Gay Collins, James Will (prospective), Jane Lewis (prospective), Thomas Michael Brewis

(prospective) and Neil Rogan (prospective)

v. Statutory auditors

Ernst & Young LLP of Atria One, 144, Morrison Street Edinburgh EH3 8EX.

b. What is the key ﬁnancial information regarding the issuer?

i. Selected historical ﬁnancial information

The key audited ﬁgures that summarise the ﬁnancial condition of the Company in respect of the ﬁnancial years ended 30 June 2019, 30 June

2020 and 30 June 2021, and for the unaudited ﬁnancial information for the six-month period ended 31 December 2021, are set out in the tables

below.

Statement of Comprehensive Income

For six-month

period ended

31 December

2021

(£'000)

For year ended

30 June

2021

(£'000)

For year ended

30 June

2020

(£'000)

For year ended

30 June

2019

(£'000)

Gains on investments at fair value through proﬁt or loss 47,699 153,997 22,989 26,453

Net foreign currency gains 3,097 1,764 83 2,404

Income from investments 5,228 10,633 8,329 8,989

Interest receivable and similar income 20 49 212 109

Gross return 56,044 166,443 31,613 37,955

Management fee (1,464) (2,308) (1,906) (1,726)

Performance fee charge — (5,967) (507) 1,040

Other administrative expenses (279) (612) (565) (572)

Net return before ﬁnance costs and taxation 54,301 157,556 28,635 36,697

Finance costs (696) (1,038) (898) (896)

Net return before taxation 53,605 156,518 27,737 35,801

Taxation (621) (1,276) (1,091) (863)

Net return after taxation 52,984 155,242 26,646 34,938

Return per share 34.17p 106.46p 19.44p 26.78p

—————

No operations were acquired or discontinued in any of the ﬁnancial years ended 30 June 2019, 30 June 2020 or 30 June 2021.

Statement of Financial Position

As at

31 December

2021

(£'000)

As at

30 June

2021

(£'000)

As at

30 June

2020

(£'000)

As at

30 June

2019

(£'000)

Fixed assets ————

Investments at fair value through proﬁt or loss 718,013 654,694 473,187 458,287

Current assets ————

Derivative ﬁnancial assets 2,671 2,567 2,026 1,770

Debtors 2,535 7,153 12,410 1,062

Cash and cash equivalents 62,745 55,933 36,972 12,499

67,951 65,653 51,408 15,331

Current liabilities ————

Creditors: amounts falling due within one year (9,589) (11,041) (13,710) (571)

Derivative ﬁnancial liabilities (1,212) (1,271) (1,636) (1,298)

Net current assets 57,150 53,341 36,062 13,462

Total assets less current liabilities 775,163 708,035 509,249 471,749

Creditors: amount falling due after more than one year (49,918) (49,932) (30,032) (30,026)

Provision for liabilities and charges ————

Performance fee payable — (4,729) (380) (206)

Net assets 725,245 653,374 478,837 441,517

Capital and reserves ————

Called up share capital 7,899 7,746 7,746 7,746

Share premium 115,495 92,019 71,672 58,956

Capital redemption reserve 27,401 27,401 27,401 27,401

Capital reserves 574,450 526,208 372,018 347,414

Revenue reserve ————

Total shareholders’ funds 725,245 653,374 478,837 441,517

Net asset value per share 459.1p 432.3p 338.9p 332.4p

Statement of Changes in Equity

Called up

share capital

£'000

premium

£'000

Capital

redemption

reserve

£'000

Capital

reserves

£'000

Revenue

reserve

£'000

Total

£'000

At 30 June 2019 7,746 58,956 27,401 347,414 — 441,517

Issue of shares from Treasury — 12,716 — 15,420 — 28,136

Net return ———21,163 5,483 26,646

Dividends paid in the year ———(11,979) (5,483) (17,462)

At 30 June 2020 7,746 71,672 27,401 372,018 — 478,837

Issue of shares from Treasury — 20,347 — 17,832 — 38,179

Net return ———147,284 7,958 155,242

Dividends paid in the year

———(10,926) (7,958) (18,884)

At 30 June 2021 7,746 92,019 27,401 526,208 — 653,374

Issue of shares 153 13,640 13,793

Issue of shares from Treasury — 9,836 — 6,858 — 16,694

Block-listing fees ———(102) — (102)

Net return ———49,176 3,808 52,984

Dividends paid in the year ———(7,690) (3,808) (11,498)

At 31 December 2021 7,899 115,495 27,401 574,450 — 725,245

Statement of Cash Flows

For the

six-month

period ended

31 December

2021

(£'000)

For year ended

30 June

2021

(£'000)

For year ended

30 June

2020

(£'000)

For year ended

30 June

2019

(£'000)

Net cash outﬂow from operations before dividends and

interest (3,399) (3,212) (2,363) (2,202)

Dividends received 4,857 8,535 7,288 7,954

Interest received 15 21 201 61

Overseas tax recovered 15 162 55 244

Interest paid (691) (893) (889) (892)

Net cash inﬂow from operating activities 797 4,613 4,292 5,165

Purchase of investments (259,876) (460,877) (462,896) (473,732)

Sales of investments 244,354 435,206 472,116 472,974

Settlement of forward currency contracts 2,931 811 184 4,393

Net cash (outﬂow)/inﬂow investing activities (12,591) (24,860) 9,404 (3,635)

Dividend paid (11,498) (18,884) (17,462) (16,129)

Issue of shares from treasury 16,694 38,179 28,235 11,819

Issue of shares 13,516 ———

Block listing fees (102) ———

Issue of secured bond loan (net of costs) — 19,894 ——

Net cash inﬂow/(outﬂow) from ﬁnancing activities 18,610 39,189 10,773 (4,310)

Increase in cash and cash equivalents 6,816 18,942 24,469 4,490

Cash and cash equivalents at start of year 55,933 36,972 12,499 8,008

Unrealised gain on foreign currency cash and cash

equivalents (4) 19 4 1

Cash and cash equivalents at the end of the year 62,745 55,933 36,972 12,499

Increase in cash and cash equivalents 6,816 18,942 24,469 4,490

Cash and cash equivalents consist of: ————

Cash and short term deposits 9,454 8,350 5,255 518

Cash held in JPMorgan Sterling Liquidity Fund 53,291 47,583 31,717 11,981

Total 62,745 55,933 36,972 12,499

ii. Selected pro forma ﬁnancial information

N/A

c. Closed end funds

i. Additional information relevant to closed end funds

The data set out in the table below is at the date of the latest published Net Asset Value of the Company as at the Latest Practical Date, being

3 August 2022:

Share class Total NAV (£) No. of Shares

NAV per share

(pence)

Ordinary 741,196,760 167,771,285 441.79

ii. The statement of comprehensive income for the Company can be found at row b(i)

iii. The statement of ﬁnancial position can be found at row b(i) and c(i) above.

d. What are the key risks that are speciﬁc to the issuer?

i. Risks relating to the Company

The Company has no employees and the Directors have been appointed on a non-executive basis. The Company is therefore

reliant upon the performance of third-party service providers for its executive functions and is exposed to the risk that misconduct by

employees of those service providers, any failure by any service provider to carry out its obligations to the Company in accordance

with the terms of its appointment, and/or the termination of those appointments could have an adverse effect on the Portfolio and

the Company’s ﬁnancial condition, results of operations and prospects, with a consequential adverse effect on the market value of

the Shares.

Risks relating to the Investment Policy

The investments of the Company are subject to the risk of changes in market prices and/or macroeconomic factors., including those

factors arising as a result of the current conﬂict in Ukraine which, in addition to its impact on human lives and livelihoods, is

beginning to have an impact on the global economy, ranging from decreases to supply (and/or increases to the costs) of goods to

increases (and increased volatility) in oil prices and inﬂation. In addition, the Company’s investments are subject to risks arising from

Inﬂation driven by the knock-on effects of COVID related disruptions to global supply chains, central bank stimulus and / or

underinvestment in critical industries and services. Any such changes could have an adverse effect on the value of the Portfolio, the

Company’s ﬁnancial condition, results of operations and prospects, with a consequential adverse effect on returns to Shareholders

and the market value of the Shares.

The COVID-19 pandemic may adversely affect the performance of companies in the Portfolio, which may in turn adversely impact

the Company’s ﬁnancial performance and prospects and the value of its Portfolio.

The due diligence process that the Investment Manager undertakes in evaluating the Company’s investments may not reveal all

facts that may be relevant in connection with such investments.

The Company’s investment strategy may involve the use of leverage, which exposes the Company to risks associated with

borrowings and the related grant of security over its assets.

The Company is exposed to currency and foreign exchange risk as a result of holding investments denominated in currencies other

than Sterling which could have an adverse effect on the Portfolio and the Company’s ﬁnancial condition, results of operations and

prospects, with a consequential adverse effect on returns to Shareholders and the market value of the Shares.

Underperformance by the companies in the Portfolio, or other market factors, may cause the Company to fail to deliver its target

performance against the Benchmark and may affect the ability of the Company to achieve its investment objective.

Risks relating to the Manager and the Investment Manager

The success of the Company is dependent on the Manager and the Investment Manager and their expertise, key personnel, and

ability to source and advise appropriately on investments. As a result of this, the Portfolio, ﬁnancial condition, results of operations,

prospects and the value of the Shares could be adversely affected by competitive pressures on the Manager and/or the Investment

Manager’s ability to source and make successful investments.

Risks relating to regulation, taxation and the Company’s operating environment

The Company is subject to various political, economic and other risks (such as war, acts of terrorism, changes to any given

country’s political leader or signiﬁcant economic downturns affecting global or more domestic markets) which may impact the

economic conditions in which the Company and companies in the Portfolio operate and may adversely impact global ﬁnancial

markets and, consequently, the Company’s performance.

Changes in taxation legislation or practice in the United Kingdom or other jurisdictions to which the Company has exposure

(including the jurisdictions in which companies in the Portfolio are based) may adversely affect the Company and the tax treatment

for Shareholders investing in the Company.

Changes in laws or regulations governing the Company’s or the Investment Manager’s operations may adversely affect the business

and performance of the Company.

3. Key information on the securities

a. What are the main features of the securities?

i. Type, class and ISIN of the securities being admitted to trading on a regulated market

The Shares being offered under the Issue are ordinar y shares in the capital of the Company. The ISIN of the Shares is GB00BNYMKY695.

ii. Currency, denomination, nominal value, number of securities issued and term of the securities

The Scheme Shares are denominated in Sterling and are ordinary shares with a nominal value of £0.05 each in the capital of the Company. The

issue price of the Scheme Shares will be determined on the Calculation Date and will be released by way of an RIS announcement on or around

31 August 2022. The Shares have an inﬁnite term.

iii. Rights attached to the securities

Variation of rights

If at any time the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms

of issue) may, whether or not the Company is being wound up, be varied with the consent in writing of the holders of three-fourths of the issued

shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.

Dividends

The holders of Shares are entitled to such dividends as may be declared by the Company from time to time. Shares held in treasury do not

receive dividends.

Distribution of assets on a winding up

On a winding up, the Shares (excluding treasury shares) shall rank equally for the nominal capital paid up thereon and in respect of any surplus.

Voting rights

Holders of Shares are entitled to attend, speak and vote at general meetings of the Company. Each Share (excluding shares in treasury) carries

one vote. Treasury shares do not carry voting rights.

iv. Relative seniority of the securities

The Scheme Shares are ordinary shares and will, when issued and fully paid, have the same rights as the existing Shares, including in respect of

rights to dividends and in respect of a winding up of the Company.

v. Restrictions on free transferability of the securities

At their absolute discretion, the Directors may refuse to register the transfer of a share in certiﬁcated form which is not fully paid provided that, if

the share is listed on the Ofﬁcial List of the FCA, such refusal does not prevent dealings in the Shares from taking place on an open and proper

basis. The Directors may also refuse to register a transfer of a share in cer tiﬁcated form unless the instrument of transfer:

is lodged, duly stamped, at th e registered ofﬁce of the Company or such other place as the Directors may appoint and (except in

the case of a transfer by a ﬁnancial institution where a certiﬁcate has not been issued in respect of the share) is accompanied by

the certiﬁcate for the share to which it relates and such other evidence as the Directors may reasonably require to show the right of

the transferor to make the transfer and/or the transferee to receive the transfer;

is in respect of only one class of share; and

is not in favour of more than four transferees.

The Directors may also refuse to register a transfer of a share in uncer tiﬁcated form to a person who is to hold it thereafter in certiﬁcated form in

any case where the Company is entitled to refuse (or is excepted from the requirement) under the CREST Regulations to register the transfer.

vi. Dividend policy

The Company has a distribution policy whereby at the start of each ﬁnancial year the Company will announce the distribution it intends to pay

Shareholders in the forthcoming year in quarterly instalments. The Company’s intention is to pay dividends which, in aggregate, total at least 4 per

cent. of the Net Asset Value of the Company as at the end of the preceding ﬁnancial year. The Company has announced that in relation to the

year commencing 1 July 2022, the Company intends to pay dividends totalling 17.0 pence per Share (being 4.25 pence per Share per quarter),

which represents an annual dividend equivalent to 4.23 per cent. of the unaudited Net Asset Value (cum income with debt at fair value) as at the

30 June 2022. The dividend policy is an objective only, is not a proﬁt forecast and is not a guarantee that certain levels of dividends can be

achieved or dividend growth maintained nor an indication of the Company's expected or actual future results, which may vary.

b. Where will the securities be traded?

i. The Scheme Shares will be admitted to listing on the premium listing category of the Ofﬁcial List and to trading on the Main Market.

c. What are the key risks that are speciﬁc to the securities?

i. Risks relating to an investment in the Shares

It may be difﬁcult for Shareholders to realise their investment as there may not be a liquid market in the Shares, and Shareholders

have no right to have their Shares redeemed or repurchased by the Company.

Investors may not recover the full amount of their investment in the Scheme Shares.

The Shares may trade at a discount to Net Asset Value and the price that can be realised for Shares will be subject to market

ﬂuctuations.

4. Key information on the admission to trading on a regulated market

a. Under which conditions and timetable can I invest in this security?

i. General terms and conditions

The Scheme Shares being iss ued pursuant to the Issue are only available to Eligible SCIN Shareholders, pursuant to the terms of a scheme of

reconstruction of SCIN under section 110 of the Insolvency Act 1986 (the “Insolvency Act”).

The Issue is conditional, among other things, on:

the passing of the SCIN Resolution to be proposed at the First SCIN General Meeting and the SCIN Resolution to be proposed at

the Second SCIN General Meeting or any adjournment of those meetings and such SCIN Resolutions becoming unconditional in all

respects;

approval of the Allotment Resolution by Shareholders at the General Meeting of the Company and such Resolution becoming

unconditional in all respects;

the approval of the FCA and the London Stock Exchange to the Admission of the Scheme Shares to listing on the premium listing

category of the Ofﬁcial List and to trading on the Main Market of the London Stock Exchange, respectively occurring before

31 December 2022, or such other date as may be agreed between the Company and the Sponsor; and

the SCIN Board resolving to proceed with the Scheme.

ii. Expected timeta ble

General Meeting

Posting of Circular and Forms of Proxy for the General Meeting 5 August 2022

Latest time and date for receipt of Forms of Proxy for the

General Meeting

3:30 p.m. on 25 August 2022

General Meeting 3:30 p.m. on 30 August 2022

Announcement of results of the General Meeting 30 August 2022

Scheme

Publication of this Prospectus 5 August 2022

First SCIN General Meeting 11.00 a.m. on 22 August 2022

Record Date for entitlements under the Scheme 6.00 p.m. on 22 August 2022

SCIN Shares disabled in CREST 6.00 p.m. on 22 August 2022

Calculation Date for the Scheme 5.00 p.m. on 25 August 2022

Suspension of listing of SCIN Shares and SCIN’s register closes 7.30 a.m. on 31 August 2022

Second SCIN General Meeting 9.30 a.m. on 31 August 2022

Effective Date for implementation of the Scheme 31 August 2022

Announcement of results of the Scheme and respective FAVs per share 31 August 2022

Admission and dealings in Scheme Shares commence 8.00 a.m. on 1 September 2022

CREST accounts credited to SCIN Shareholders in respect of Scheme

Shares in uncertiﬁcated form

8.00 a.m. on 1 September 2022

Certiﬁcates despatched by post in respect of Scheme Shares By 9 September 2022

(or as soon as practicable thereafter)

Cancellation of listing of SCIN Shares as soon as practicable after the Effective Date

—————

References to times are to London times unless otherwise stated. Any changes to the expected timetable set out above will be noti ﬁed to the market by the Company via

an RIS announcement.

iii. Details of admission to trading on a regulated market

The Shares are currently listed on the premium listing category of the Ofﬁcial List of the FCA and traded on the Main Market. Applications will be

made for the Scheme Shares to be issued pursuant to the Scheme to be admitted to listing on the premium listing category of the Ofﬁcial List and

to trading on the Main Market.

iv. Plan for distribution

The Company will notify SCIN Shareholders of the number of Scheme Shares to which each Eligible SCIN Shareholder is entitled and the results

of the Issue will be announced by the Company on or around 31 August 2022 via an RIS announcement. It is expected that Admission will

become effective and that unconditional dealings in the Scheme Shares issued pursuant to the Issue will commence at 8 a.m. on 1 September

2022.

v. Amount and percentage of immediate dilution resulting from the Issue

If 132,526,986 million Scheme Shares were to be issued (being the estimated number of Shares that can be issued pursuant to the Issue,

assuming that all SCIN Shareholders (including the Liquidators appointed in respect of Overseas Excluded SCIN Shareholders) are issued with

Scheme Shares, and that the ratio between the FAV per JGGI Share and FAV per SCIN Share is 2.002730) then, based on the issued share

capital at the date of this Prospectus, and assuming that: (i) an Existing Shareholder is not a SCIN Shareholder and is therefore not able to

participate in the Issue; and (ii) there had been no change to the Company’s issued share capital prior to Admission, an Existing Shareholder

holding 1 per cent. of the Company’s issued share capital at the date of this Prospectus would then hold 0.56 per cent. of the Company’s issued

share capital following Admission.

vi. Estimate of the total expenses of the Issue

To the extent that the Company has already incurred direct costs of the Transaction as at the Calculation Date, such costs will be added back to

the Company’s NAV for the purposes of calculating the JGGI FAV. In addition, any costs incurred or accrued by SCIN in connection with the

Scheme will be added back to SCIN’s net asset value for the purpose of calculating the SCIN FAV. Those costs will then be aggregated and

apportioned between the two companies on the following basis. The costs and expenses in connection with the Scheme will be split between the

Company and SCIN so as to provide for an equitable apportionment of the costs incurred in implementing the Transaction between the two

parties, having regard for, inter alia, the estimated respective expenses of the two companies and the relative beneﬁts which the Scheme will

provide to each set of shareho lders. In summary:

(i) The direct costs incurred by the two companies will (to the extent they do not exceed the limits set out in (ii) below) be aggregated

with the SCIN Pension Costs and the SCIN Portfolio Realignment Costs. The Manager’s Contribution (deﬁned below) will then be

deducted from the aggregate amount to determine the net costs of the Scheme (the “Net Scheme Costs for Apportionment”).

The Net Scheme Costs for Apportionment will be borne by each of the Company and SCIN pro rata by reference to their respective

FAVs (subject to the JGGI Cost Limit of £2.1 million, with SCIN bearing any Net Scheme Costs for Apportionment incurred or

accrued by the Company in excess thereof).

(ii) To the extent that:

a) SCIN’s Direct Costs exceed £2.7 million, such SCIN Excess Costs will be borne solely by SCIN and will be reﬂected

accordingly in the calculation of its FAV; and

b) the Company’s direct costs exceed £1.2 million, such excess costs will be borne solely by the Company and will be reﬂected

accordingly in the calculation of its FAV (such excess costs being the “JGGI Excess Costs”).

The total costs that the Company will incur in relation to the Transaction will be equal to the JGGI Apportioned Costs (as apportioned pursuant to

paragraph (i) above) and the JGGI Excess Costs (as deﬁned in paragraph (ii)(b) above). On this basis, the costs to be borne by Shareholders,

after the deduction of the Manager’s Contribution (as deﬁned below) and cost apportionment, are estimated to be approximately £2.98 million

(including VAT), equivalent to 0.41 per cent. of the Company’s Net Asset Value as at 3 August 2022.

The Manager has agreed to make a contribution to the costs of the Scheme equal to the Contribution Amount (the “Manager’s Contribution”).

The “Contribution Amount” shall be calculated by reference to the Management Fee that would be payable by the Company to the Manager for

the eight month period commencing on Admission based on the value of the net assets of the enlarged Company following completion of the

Scheme (determined by reference to the FAVs of the Company and SCIN). In satisfaction of the Manager’

s Contribution, the Manager will waive

its entitlement to be paid a Management Fee with effect from Admission until such time as the value of such waived Management Fee equals the

Contribution Amount.

vii. Estimated expenses charged to the investor

No expenses will be charged directly to investors by the Company in connection with the Issue o r Admission.

b. Why is this prospectus being produced?

i. Reasons for the Issue

The Scheme Shares are being issued to Eligible SCIN Shareholders, and to the Liquidators appointed in respect of Overseas Excluded

SCIN Shareholders, in connection with the recommended proposals to merge the Company and SCIN, pursuant to a scheme of reconstruction of

SCIN under section 110 of the Insolvency Act.

ii. The use and estimated net amount of the proceeds

The Scheme Shares are being issued to Eligible SCIN Shareholders, and to the Liquidators appointed in respect of Overseas Excluded

SCIN Shareholders, in consideration for the transfer of the Rollover Pool to the Company. The Rollover Pool will consist of investments aligned

with the Company’s Investment Policy, together with cash and cash equivalents. Any cash in the Rollover Pool and any proceeds of the realisation

of cash equivalents in the Rollover Pool will be used to acquire investments in accordance with the Company’s Investment Policy.

iii. Underwriting

The Issue will not be underwritten.

iv. Material conﬂicts of interest

There are no conﬂicts of interests th at are material to the Issue or the Admission.

RISK FACTORS

An investment in the Shares carries a number of risks including the risk that the entire investment

may be lost. In addition to all other information set out in this Prospectus, the following speciﬁc

factors should be considered when deciding whether to make an investment in, or otherwise acquire,

the Shares. The risks set out below are those which are considered to be the material risks relating to

an investment in the Shares but are not the only risks relating to the Shares or the Company. No

assurance can be given that Shareholders will realise proﬁt on, or recover the value of, their

investment in the Shares, or that the Company will achieve any of its target returns. It should be

remembered that the price of securities and the income from them can go down as well as up.

The success of the Company will depend on the ability of the Investment Manager to pursue the

Investment Policy of the Company successfully and on broader market conditions and the risk factors

set out below in this section.

Prospective investors should note that the risks relating to the Company, its Investment Policy and

strategy and the Shares summarised in the section of this Prospectus headed “Summary” are the

risks that the Directors believe to be the most essential to an assessment by a prospective investor of

whether to consider an investment in the Shares. However, as the risks which the Company faces

relate to events and depend on circumstances that may or may not occur in the future, prospective

investors should consider not only the information on the key risks summarised in the section of this

Prospectus headed “Summary” but also, among other things, the risks and uncer tainties described in

this “Risk Factors” section of this Prospectus. Additional risks and uncertainties not currently known

to the Company or the Directors (including any prospective Directors) or that the Company or the

Directors (including any prospective Directors) consider to be immaterial as at the date of this

Prospectus may also have a material adverse effect on the Company’s ﬁnancial condition, business,

prospects and results of operations and, consequently, the Company’s NAV and/or the market price of

the Shares.

Potential investors in the Shares should review this Prospectus carefully and in its entirety and

consult with their professional advisers before acquiring/receiving the Shares.

RISKS RELATING TO THE COMPANY

The Company has no employees and is reliant on the performance of third-party service providers

The Company has no employees and the Directors have been appointed, and the prospective Directors will be

appointed, on a non-executive basis. Whilst the Company has taken all reasonable steps to establish and

maintain adequate procedures, systems and controls to enable it to comply with its obligations, the Company is

reliant upon the performance of third-party service providers for its executive functions. In particular, the

Manager, the Investment Manager, the Registrar and the Depositary will be performing services which are

integral to the operation of the Company. Misconduct by employees of those service providers, any failure by

any service provider to carry out its obligations to the Company in accordance with the terms of its

appointment, and/or the termination of those appointments could have an adverse effect on the Portfolio and

the Company’s ﬁnancial condition, results of operations and prospects, with a consequential adverse effect on

the market value of the Shares.

RISKS RELATING TO THE INVESTMENT POLICY

The investments of the Company are subject to the risk of changes in market prices and/or macroeconomic

factors

The Company is at risk from the failure of the entire investment strategy adopted by the Investment Manager

resulting from changes in market prices and/or macroeconomic factors, including those factors arising as a

result of the current conﬂict in Ukraine which, in addition to its impact on human lives and livelihoods, is

beginning to have an impact on the global economy, ranging from decreases to supply (and/or increases to the

costs) of goods to increases (and increased volatility) in oil prices and inﬂation. In addition, the Company’s

investments are subject to risks arising from inﬂation driven by the knock-on effects of COVID related

disruptions to global supply chains, central bank stimulus and / or underinvestment in critical industries and

services. While the Company will hold a diversiﬁed Portfolio, there are certain general market conditions in

which any investment strategy is unlikely to be proﬁtable. The Investment Manager does not have the ability to

control or predict such market conditions.

The performance of the Company’s investments depends to a great extent on correct assessments of the

future course of market price movements and economic cycles. There can be no assurance that the Investment

Manager will be able to predict accurately these price movements or cycles. The global ﬁnancial markets have

in recent years been characterised by great volatility and unpredictability.

General economic and market conditions, such as currency exchange rates, interest rates, availability of credit,

inﬂation rates, economic uncertainty, changes in laws, trade barriers, currency exchange controls and national

and international political circumstances may affect the price level, volatility and liquidity of securities and result

in losses for the Company. This could have an adverse effect on the value of the Portfolio, the Company’s

ﬁnancial condition, results of operations and prospects, with a consequential adverse effect on returns to

Shareholders and the market value of the Shares.

Given that the Company invests predominantly in listed or quoted securities, the Company’s NAV is inherently

sensitive to the performance of world stock markets. If world stock markets experience volatility and disruption,

the Company’s NAV could also become volatile and it is likely that the Shares will trade at a discount to the

NAV. In any event, although the Company has the ability to provide liquidity in the form of share buybacks,

where the Shares trade at a discount to the NAV, this could make the Shares less liquid and more difﬁcult to

sell.

This risk may be increased due to the impact of the COVID-19 pandemic. For more information, please also

see the risk factor entitled “The COVID-19 pandemic may adversely affect the performance of companies in the

Portfolio which may in turn adversely impact the Company’s ﬁnancial performance and prospects and the value

of its Portfolio” below.

The COVID-19 pandemic may adversely affect the performance of companies in the Portfolio which may in

turn adversely impact the Company’s ﬁnancial performance and prospects and the value of its Portfolio

The COVID-19 pandemic signiﬁcantly increased the level of macroeconomic and market uncertainty globally,

and may adversely affect the performance of companies in the Portfolio, which may in turn adversely impact

the performance of the Company itself. In addition, global capital markets saw signiﬁcant volatility as COVID-19

had a sustained impact on business across the world. A resurgence of such volatility and downturn could have

an impact on the liquidity of the Shares.

The pandemic resulted in, and until fully resolved is likely to continue to result in, the following, among other

things: (i) government imposition of various forms of restrictions on the movement of people, resulting

in: (a) signiﬁcant disruption to many businesses including both supply chains and demand, and (b) lay-offs of

employees, the effects of which were often temporary but were permanent for some of these businesses;

(ii) shutdowns and signiﬁcant delays at government agencies; (iii) increased drawings by borrowers on revolving

lines of credit; (iv) increased requests by borrowers for amendments and waivers of their credit agreements to

avoid default, and increased defaults by such borrowers and/or increased difﬁculty in obtaining reﬁnancing at

the maturity dates of their loans; (v) volatility and disruption across equity capital markets; and (vi) rapidly

evolving proposals and/or actions by state and federal governments to address problems being experienced by

the markets and by businesses and the economy in general.

The future development of the outbreak remains uncer tain and there is no assurance that the pandemic will not

have a material adverse impact on the performance of investments within the Portfolio and on the Company

itself. The extent of the impact will depend on the continued range of the virus, infection rates, the severity and

mortality rates of the virus, the continued efﬁcacy of vaccines, the emergence of further variants of the virus

which may be more potent or transmissible, or vaccine-resistant, than current variants of the virus (including,

but not limited to, the Omicron variant), the steps taken nationally and globally to prevent the spread of the

virus as well as ﬁscal and monetary stimuli offered by governments globally.

The Investment Manager’s ability to operate effectively, including the ability of its personnel or its service

providers and other contractors to function, communicate and travel to the extent necessary to implement the

investment objective and Investment Policy of the Company has been, and may continue to be impaired by the

pandemic. The spread of COVID-19 within the Investment Manager or any of the Company’s other service

providers could also signiﬁcantly affect the Investment Manager’s ability to properly oversee the affairs of the

Company (particularly to the extent that any affected personnel include key investment professionals or other

members of senior management).

Investors should be aware that if any of the global impacts of COVID-19 continue for a sustained period of

time, and should any of the risks identiﬁed above materialise, it could have a material adverse effect on the

value of the Portfolio, ﬁnancial condition, results of operations and prospects, with a consequential adverse

effect on the returns to Shareholders and the market value of the Shares.

The due diligence process that the Investment Manager undertakes in evaluating the Company’s

investments may not reveal all facts that may be relevant in connection with such investments

Before making investments, the Investment Manager conducts such due diligence as it deems reasonable and

appropriate based on the facts and circumstances applicable to each investment. There can be no assurance

that due diligence investigations with respect to any investment opportunity will reveal or highlight all relevant

facts that may be necessary or helpful in evaluating that investment opportunity.

Any failure by the Investment Manager to identify relevant facts through the due diligence process may lead to

inappropriate investment decisions being made, or investments being made at a higher value than their fair

value, which could have an adverse effect on the value of the Portfolio, the Company’s ﬁnancial condition,

results of operations and prospects, with a consequential adverse effect on the returns to Shareholders and the

market value of the Shares.

The Company’s investment strategy may involve the use of leverage, which exposes the Company to risks

associated with borrowings

Pursuant to its investment strategy, the Company uses borrowing to gear its Portfolio within a range of 5 per

cent. cash to 20 per cent. geared under normal market conditions. As such, the Company may be exposed to

interest rate risk due to ﬂuctuations in the prevailing market rates. However, certain borrowings carry a ﬁxed

rate of interest and therefore have no exposure to interest rate movements. In addition, with effect from the

Effective Date, the Company will become the issuer of the SCIN Bonds, being the 5.75 per cent. secured

bonds due 17 April 2030, which are secured by way of a ﬂoating charge to be created by the Company in

favour of The Law Debenture Trust Corporation p.l.c. as common security agent. The common security agent

will hold the secured property on trust for (i) the Trustee in respect of the SCIN Bonds and (ii) the holders of

the Company’s Notes, in accordance with the terms of the Security Trust and Intercreditor Agreement described

in paragraph 3 of Part IV (Details of the Scheme and the Issue) of this Prospectus. The SCIN Bonds contain

customary events of default, including acceleration of any other debt of the Company or security enforced.

Following the occurrence of any such event of default which is continuing, the Trustee in respect of the SCIN

Bonds would be able to instruct the common security agent to enforce the security under the ﬂoating charge.

In the event that the common security agent enforces such security, or any other lender enforces any security

they may have from time to time in respect of any debt held by the Company, the Company may be required

to sell investments (or the common security agent or relevant lender may have rights to force the sale of

investments) in order to satisfy such outstanding obligations. In such event, the value of the Portfolio could be

adversely affected if the Company obtains a lower price on such forced sale compared to the price at which

the relevant Investment was valued, which could have a consequential adverse effect on the returns to

Shareholders and the market value of the Shares.

While leverage presents opportunities for increasing total returns, it can also have the opposite effect of

increasing losses. If income and capital appreciation on investments made with borrowed funds are less than

the costs of the leverage, the Net Asset Value of the Company will decrease. The effect of the use of leverage

is to increase the investment exposure, the result of which is that, in a market that moves adversely, the

possible resulting loss to investors’ capital would be greater than if leverage were not used.

Currency and foreign exchange risk

The Company has and may in the future have further investments denominated in currencies other than

Sterling. The Company therefore is and will continue to be exposed to foreign exchange risk. Changes in the

rates of exchange between Sterling and any currency will cause the value of any investment denominated in

that currency, and any income arising out of the relevant investment, to go down or up in Sterling terms. The

Company may enter into hedging transactions to mitigate its exposure to ﬂuctuations in foreign exchange rates.

However, such currency exposure could have an adverse effect on the Portfolio and the Company’s ﬁnancial

condition, results of operations and prospects, with a consequential adverse effect on the returns to

Shareholders and the market value of the Shares.

The Company continues its passive currency hedging strategy (implemented in late 2009) that aims to make

stock selection the predominant driver of overall Portfolio performance relative to the benchmark, the MSCI All

Countries World Index (in Sterling terms). This is a risk reduction measure, designed to eliminate most of the

differences between the Portfolio’s currency exposure and that of the Company’s benchmark. As a result the

returns derived from, and the Portfolio’s exposure to currencies may differ materially from, that of the

Company’s competitors, who generally do not undertake such a strategy.

Underperformance by the companies in the Portfolio, or other market factors, may cause the Company to

fail to deliver its target performance against the Benchmark and may affect the ability of the Company to

achieve its investment objective

The Company’s investment objective is to achieve superior total returns from world stock markets. The success

of the Company is dependent on the continued ability of the Investment Manager to pursue the Company’s

Investment Policy successfully and on broader market conditions as discussed elsewhere in this Prospectus

(including the performance of world stock and securities markets and world economies more broadly), together

with the Investment Manager’s ability to continue to invest the Company’s assets on attractive terms, to

generate any investment returns for the Company’s investors. There is no assurance that any appreciation in

the value of the Shares will occur or that the investment objective of the Company will be achieved. This could

have an adverse effect on the Portfolio and the Company’s ﬁnancial condition, results of operations and

prospects, with a consequential adverse effect on returns to Shareholders and the market value of the Shares.

Whilst not forming part of the Company’s Investment Policy, the Company has published a dividend policy

which sets out the target dividend that it expects to be able to pay to Shareholders. This dividend policy is

based on assumptions about market conditions, the economic environment and the availability and performance

of the Company’s investments in companies in the Portfolio. If these assumptions do not prove accurate in

reality (for example, in the case of underperformance of companies in the Portfolio or the manifestation of other

market-related risks referred to in this Prospectus), then there can be no assurance that the Company will be

able to deliver its target performance against the Benchmark. Any inability to pay target dividend amounts to

Shareholders is likely to have an adverse effect on the liquidity and market value of the Shares.

The Company is subject to risks associated with any hedging or derivative transactions in which it

participates

The Company does not normally enter into derivative transactions but can (and does) do so in limited

circumstances (with prior Board approval) for the purposes of efﬁcient portfolio management (including for

hedging of foreign currency transactions). Derivative instruments in which the Company may invest may include

foreign exchange forwards, exchange-listed and over-the-counter (“OTC”) options, futures, options on futures,

swaps and similar instruments. Derivative transactions may be volatile and involve various risks different from,

and in certain cases, greater than the risks presented by other instruments. The primary risks related to

derivative transactions include counterparty, correlation, illiquidity, leverage, volatility and OTC trading risks.

Counterparty risk is the risk that a counterparty in a derivative transaction will not fulﬁl its contractual or

ﬁnancial obligations to the Company or the risk that the reference entity in a swap or similar derivative will not

fulﬁl its contractual or ﬁnancial obligations. Correlation risk is the risk that an imperfect or variable degree of

correlation between price movements of the derivative instrument and the underlying investment sought to be

hedged may prevent the Company from achieving the intended hedging effect or expose the Company to the

risk of loss. Liquidity risk is the risk that derivative transactions may not be liquid in all circumstances, such

that in volatile markets it may not be possible to close out a position without incurring a loss. Volatility risk is

the risk resulting from the fact that the prices of many derivative instruments, including many options and

swaps, are highly volatile, due to being inﬂuenced by, among other things, interest rates, changing supply and

demand relationships, trade, ﬁscal, monetary and exchange control programmes and policies of governments,

and national and international political and economic events and policies, as well as (in the case of options and

swaps agreements) the price of the securities or currencies underlying the relevant derivative agreement.

A small investment in derivatives could have a large potential impact on the Company’s performance, effecting

a form of investment leverage on the Portfolio. In certain types of derivative transactions, the entire amount of

the investment could be lost. In other types of derivative transactions, the potential loss is theoretically

unlimited.

The Company may be exposed to legal, political or other market risks through investing in companies in the

Portfolio located in overseas jurisdictions or traded on overseas stock markets

The Company invests in companies in the Portfolio incorporated or traded on stock markets outside of the

United Kingdom, which exposes the Company to the following risks:

adverse changes in local economic and political stability in countries in which a company in the Portfolio

is incorporated or the stock market on which the company in the Portfolio is traded, particularly where

such situations impact the revenues generated by those companies in the Portfolio, returns made to

overseas investors in those companies in the Portfolio, or other investor rights in relation to that company

in the Portfolio (such as liquidity rights);

exchange rate ﬂuctuations between Sterling and the currency of a jurisdiction in which a company in the

Portfolio is domiciled or generates its income (as noted in more detail in the risk factor entitled “Currency

and foreign exchange risk” above);

unexpected changes in the regulatory environment, such as changes to a country’s (or an overseas stock

market’s) rules relating to: (i) investor protection or liquidity rights, (ii) listing on that stock market,

particularly where such rules become materially more burdensome for a company in the Portfolio;

(iii) payment of returns to overseas investors (whether as capital or income); or (iv) eligibility of overseas

investors to invest in a company in the Portfolio;

tax systems that may have an adverse effect on the revenue received by the Company and, in particular,

regulations relating to the imposition of any withholding taxes on the repatriation of capital or income from

those jurisdictions in which companies in the Portfolio are domiciled or generate income; and

the imposition, in the future, of any sanctions and corresponding banking restrictions in respect of a

jurisdiction in which a company in the Portfolio is incorporated or the stock market on which the company

in the Portfolio is traded.

Any of the above may have an adverse effect on the value of a company in the Portfolio and revenues

received by the Company from the relevant company in the Portfolio, which would in turn have an adverse

effect on the Company’s ﬁnancial condition, business, prospects and results of operations and, consequently,

the Company’s Net Asset Value and/or the market price of the Shares, and the returns generated for

Shareholders.

The Company’s exposure to emerging markets at any given time is expected to be relatively small in the

context of the Portfolio (for example, as at the date of this Prospectus, the Company’s exposure to emerging

markets through its investment in the companies in the Portfolio is less than 3 per cent. of the Company’s Net

Asset Value). If the Company, in the future, increases its exposure to emerging markets, it would be

susceptible to risks associated with making investments in emerging markets which, in addition to those set out

above, may include exposure to less developed or less rigorously enforced investor protection laws or less

favourable insolvency regimes for creditors. This may impact the value of a company in the Portfolio and

revenues received from any companies in the Portfolio domiciled in (or traded on a stock market that is located

in) such emerging jurisdictions, particularly in times of distress for the relevant company in the Portfolio. If any

of these risks materialised, it could have an adverse impact on the Company’s Net Asset Value and/or the

market price of the Shares, and the returns generated for Shareholders.

The Company may invest in equities securities which rank behind other outstanding securities and

obligations of the issuer

The Company may invest in equities securities which rank behind other outstanding securities and obligations

of the issuer, all or a signiﬁcant proportion of which may be secured on substantially all of that issuer’s assets.

The Company may, therefore, be subject to credit and liquidity risk in relation to such investments.

In the event of the liquidation of an issuer, holders of listed securities would typically be paid after the holders

of other securities. To the extent that the Company holds equity securities, it would typically be paid in respect

of such equity securities after holders of debt securities have been paid. Consequently, there is no guarantee

that the Company would receive any value for its holdings of an issuer’s listed securities if the issuer were to

go into liquidation. This could have a signiﬁcant adverse effect on the value of the Portfolio, the Company’s

ﬁnancial condition, results of operations and prospects, with a consequential adverse effect on returns to

Shareholders and the market value of the Shares.

The Company’s investments may be adversely affected by poor performance of a particular sector or

industry

The Company’s investments are intended to be diversiﬁed by sector and industry. The diversiﬁcation of its

investments is intended to mitigate the Company’s exposure to adverse events associated with speciﬁc

investments and sectors. The Company’s returns may, however, still be adversely affected by the unfavourable

performance of particular sectors or industries if they affect the performance or prospects of companies in the

Portfolio. This adverse effect may be ampliﬁed if more companies the Portfolio are in, or connected to, the

affected sector or industry (in other words, if the Portfolio has a greater concentration of investments in any

affected sector or industry). This could have an adverse effect on the Portfolio and on the Company’s ﬁnancial

condition, results of operations and prospects, with a consequential adverse effect on returns to Shareholders

and the market value of the Shares.

RISKS RELATING TO THE MANAGER AND THE INVESTMENT MANAGER

The success of the Company is dependent on the Manager and the Investment Manager and their expertise,

key personnel, and ability to source and advise appropriately on investments

In accordance with the Investment Management Agreement, the Manager is solely responsible for the

management of the Company’s investments, with the Manager delegating its portfolio management

responsibilities to the Investment Manager. The Company does not have any employees and its Directors are

appointed, and the prospective Directors will be appointed, on a non-executive basis. All of its investment and

asset management decisions are in the ordinary course made by the Manager and the Investment Manager

(and any of their delegates) and not by the Company. The Investment Manager is not required to and generally

does not submit individual investment decisions for approval to the Board. The Company is therefore reliant

upon, and its success depends on, the Manager and the Investment Manager and their personnel, services

and resources.

The Company is dependent on the services provided by the Manager and the Investment Manager. The

information contained in this Prospectus relating to the prior performance of investments made by the Manager

and the Investment Manager on behalf of the Company is being provided for illustrative purposes only and is

not indicative of the likely future performance of the Company. In considering the prior performance information

contained in this Prospectus, prospective investors should bear in mind that past performance is not

necessarily indicative of future results and there can be no assurance that the Company will achieve

comparable results or be able to avoid losses.

Returns on Shareholders’ investments in Shares will depend upon the Manager’s and the Investment Manager’s

ability to source and make successful investments on behalf of the Company in the face of competition from

other entities seeking to invest in investment opportunities identiﬁed for the Company. Competition can create

signiﬁcant upward pressure on pricing, thereby reducing the potential investment returns. There is no guarantee

that competitive pressures will not have a material adverse effect on the Company’s

ﬁnancial position and

returns for investors.

Many of the Manager’s and the Investment Manager’s investment decisions will depend upon the ability of their

employees and agents to carry out due diligence and obtain relevant information. There can be no guarantee

that such information will be available or that the Manager and the Investment Manager and their employees

and agents will be able to obtain it. The Manager and the Investment Manager may be required to make

investment decisions without complete information, or in reliance upon information provided by third parties that

is impossible or impracticable to fully verify. Further, the Manager and the Investment Manager may not

conduct due diligence which is wide enough in scope to reveal the potential risks of a particular investment.

There can be no assurance that the Manager and the Investment Manager will correctly identify and evaluate

the nature and magnitude of the various factors that could affect the value of and return on the Company’s

investments. Any failure by the Manager and the Investment Manager to perform effective due diligence on

potential investments may adversely affect the investment returns expected from a particular investment.

Further, the ability of the Company to pursue its Investment Policy successfully depends on the continued

service of key personnel of the Manager and the Investment Manager, and/or the Manager’s and the

Investment Manager’s ability to recruit individuals of similar experience and calibre. Whilst the Manager and the

Investment Manager seek to ensure that the principal members of its management teams are suitably

incentivised, the retention of key members of those teams cannot be guaranteed. There is no guarantee that,

following the death, disability or departure from the Manager or the Investment Manager of any key personnel,

the Manager or the Investment Manager would be able to recruit a suitable replacement or avoid any delay in

doing so. The loss of key personnel and any inability to recruit an appropriate replacement in a timely fashion

could have an adverse effect on the future performance of the Portfolio and on the Company’s ﬁnancial

condition, results of operations and prospects, with a consequential adverse effect on returns to Shareholders

and the market value of the Shares.

Potential conﬂicts of interest

The Manager, the Investment Manager and their Afﬁliates serve as the manager, alternative investment fund

manager, investment manager and/or investment adviser to other clients, including funds and other mandates

that have similar investment objectives and policies to that of the Company. These services may on occasion

give rise to conﬂicts of interest with the Company may have an adverse effect on the Company’s business,

ﬁnancial condition, results of operations and the market price of the Shares. For example, the Manager, the

Investment Manager and/or their Afﬁliates may have conﬂicts of interest in allocating their time and activity

between the Company and their other clients, in allocating investments among the Company and their other

clients and in effecting transactions between the Company and other clients, including ones in which the

Manager, the Investment Manager, and/or their Afﬁliates may have a greater ﬁnancial interest. These potential

conﬂicts of interests are mitigated through the Manager’s conﬂicts of interests policy (which covers the

Investment Manager and other Afﬁliates), the size of the teams of the Manager, the Investment Manager and

their Afﬁliates that are devoted to the Company and the nature of the assets in which the Company invests,

being highly liquid assets that can accommodate multiple investments (as opposed to real assets or private

companies, where liquidity and allocation risks are more heightened). Notwithstanding the existence of the

Manager’s conﬂicts policy, there can be no assurance that the Manager and the Investment Manager will be

able to resolve all conﬂicts of interest that may arise from time to time in a manner that is favourable to the

Company.

There can be no assurance that the Board would be able to ﬁnd a replacement manager or investment

manager if the Manager or the Investment Manager were to resign or the Investment Management

Agreement were to be terminated

Under the terms of the Investment Management Agreement, the Manager may resign as the Company’s

manager by giving the Company not less than six months’ written notice. Further, the Investment Management

Agreement may be terminated immediately upon notice by the Manager or by the Company in certain

circumstances.

The Board would, in such circumstances, have to ﬁnd a replacement manager and/or investment manager for

the Company. There can be no assurance that a replacement with the necessary skills and experience would

be available and could be appointed on terms acceptable to the Company. If the Investment Management

Agreement is terminated and a suitable replacement is not secured in a timely manner, this could have an

adverse effect on the future performance of the Portfolio and on the Company’s ﬁnancial condition, results of

operations and prospects, with a consequential adverse effect on returns to Shareholders and the market value

of the Shares.

Operational risks may disrupt the Manager’s and the Investment Manager’s businesses, result in losses

and/or limit the Company’s growth

The Company relies heavily on the ﬁnancial, accounting and other data processing systems of the Manager

and the Investment Manager. If any of these systems do not operate properly or are disabled, the Company

could suffer ﬁnancial loss or reputational damage. A disaster or a disruption in the infrastructure that supports

the Company, or a disruption involving electronic communications or other services used by the Manager or the

Investment Manager or third parties with whom the Company conducts business, could have a material adverse

impact on the ability of the Company to continue to operate its business without interruption. The disaster

recovery programmes used by the Manager or the Investment Manager or third parties with whom the

Company conducts business may not be sufﬁcient to mitigate the harm that may result from such disaster or

disruption. As such, this may have an adverse effect on the value of the Portfolio, the Company’s ﬁnancial

condition, results of operations and prospects, with a consequential adverse effect on the returns to

Shareholders and the market value of the Shares.

The Manager’s and the Investment Manager’s information and technology systems may be vulnerable to

cyber security breaches

The Manager’s and the Investment Manager’s information and technology systems may be vulnerable to

damage or interruption from computer viruses, network failures, computer and telecommunication failures,

inﬁltration by unauthorised persons and security breaches, usage errors by its professionals, power outages

and catastrophic events such as ﬁres, tornadoes, ﬂoods, hurricanes and earthquakes. Although the Manager

and the Investment Manager have implemented various measures to manage risks relating to these types of

events, if the Manager’s and/or the Investment Manager’s information and technology systems are

compromised, become inoperable for extended periods of time or cease to function properly, the Manager and/

or the Investment Manager may have to make a signiﬁcant investment to ﬁx or replace them. The failure for

any reason of these systems and/or of disaster recovery plans could cause signiﬁcant interruptions in the

Manager’s and/or the Investment Manager’s and/or the Company’s operations and result in a failure to maintain

the security, conﬁdentiality or privacy of sensitive data, including personal information relating to investors. Such

a failure could harm the Manager’s and/or the Investment Manager ’s and/or the Company’s reputation, subject

any such entity and their respective Afﬁliates to legal claims and otherwise affect their business and ﬁnancial

performance. This could have an adverse effect on the future performance of the Company’s ﬁnancial condition,

results of operations and prospects, with a consequential adverse effect on returns to Shareholders and the

market value of the Shares.

Reputational risks, including those arising from litigation against the Manager, the Investment Manager or

the Company, may disrupt the Company’s investment strategy and growth

The Company may be exposed to reputational risks, including from time to time the risk that litigation,

misconduct, operational failures, negative publicity and press speculation (whether or not valid) may harm the

reputation of the Manager, the Investment Manager or the Company. If the Manager, the Investment Manager

or the Company is named as a party to litigation or becomes involved in regulatory inquiries, this could cause

substantial reputational damage to the Manager, the Investment Manager and the Company and result in

potential counterparties, target companies and other third parties being unwilling to deal with the Manager, the

Investment Manager and/or the Company. Damage to the reputation of the Manager, the Investment Manager

and/or the Company may disrupt the Company’s investment strategy, business or potential growth, which could

have an adverse effect on the Portfolio and on the Company’s ﬁnancial condition, results of operations and

prospects, with a consequential adverse effect on returns to Shareholders and the market value of the Shares.

RISKS RELATING TO REGULATION, TAXATION AND THE COMPANY’S OPERATING ENVIRONMENT

The Company is subject to various political, economic and other risks

The Company is subject to various macro political and economic risks incidental to investing. Political,

economic, military and other events (such as war, acts of terrorism, changes to any given country’s political

leader or signiﬁcant economic downturns affecting global or more domestic markets) around the world may

impact the economic conditions in which the Company and companies in the Portfolio operate, by, for example,

causing currency devaluation; exchange rate ﬂuctuations (particularly where the Company holds assets or

receives distributions in a currency other than Sterling); interest rate changes; heightened competition; tax

disadvantages; inﬂation; increases to oil prices or increases to the cost of certain goods, reduced economic

growth or recession, each of which may affect the availability of oppor tunities for the Company to make

investments. Such events are not in the control of the Company and may impact global ﬁnancial markets and,

consequently, the Company’s performance.

Investors should be aware that if any of these risks materialise, they could have an adverse effect on the value

of the Portfolio, ﬁ nancial condition, results of operations and prospects, with a consequential adverse effect on

the returns to Shareholders and the market value of the Shares.

Changes in taxation legislation or practice may adversely affect the Company and the tax treatment for

Shareholders investing in the Company

Any change in the Company’s tax status, or in taxation legislation or practice in the United Kingdom or other

jurisdictions to which the Company has exposure (including the jurisdictions in which companies in the Portfolio

are based), could, depending on the nature of such change, adversely affect the value of investments in the

Portfolio and the Company’s ability to achieve its investment objective, or alter the post-tax returns to

Shareholders. Statements in this Prospectus concerning the taxation of the Company and taxation of

Shareholders are based upon current UK tax law and published practice, any aspect of which is in principle

subject to change (potentially with retrospective effect) that could adversely affect the ability of the Company to

pursue successfully its Investment Policy and/or which could adversely affect the taxation of the Company and

the Shareholders.

In particular, the cost of the COVID-19 pandemic (and resultant increase in borrowing by many governments,

particularly across Europe and North America (being areas in which the Company has signiﬁcant exposure, as

at the date of this Prospectus)) could result in increased taxes being levied over the short to medium term,

which could adversely impact net cashﬂows received from the companies in the Portfolio and, in turn, adversely

impact the Company’s Net Asset Value and returns to Shareholders.

It is the intention of the Directors to continue to conduct the affairs of the Company so as to continue to satisfy

the conditions for approval of the Company by HMRC as an investment trust under section 1158 of the UK

Corporation Tax Act 2010 (as amended) and pursuant to regulations made under section 1159 of the UK

Corporation Tax Act 2010 (as amended).

Any changes as described above may have an adverse effect on the ability of the Company to realise the

value of the Portfolio, the Company’s ﬁnancial condition, results of operations and prospects, with a

consequential adverse effect on the market value of the Shares.

Existing and potential investors should consult their tax advisers with respect to their particular tax situations

and the tax effects of an investment in the Company.

Changes in laws or regulations governing the Company’s or the Investment Manager’s operations may

adversely affect the business and performance of the Company

The Company and the Investment Manager are subject to laws and regulations enacted by national and local

governments.

The Company, as a closed-ended investment company incorporated in England and Wales, is subject to

various laws and regulations in such capacity, including the Listing Rules, the Prospectus Regulation Rules, the

Disclosure Guidance and Transparency Rules, UK MAR, the UK AIFMD Laws, the EU AIFM Directive, the UK

PRIIPs Laws, the AIC Code and the Companies Act. The Company will be subject also to the continuing

obligations imposed on all investment companies whose shares are admitted to trading on the Main Market

and to listing on the premium listing category of the Ofﬁcial List. These rules, regulations and laws govern the

way that, amongst other things, the Company is operated (i.e. its governance), how its Shares can be

marketed and how it must deal with its Shareholders, together with requiring the Company to make certain

reports, ﬁlings and notiﬁcations (and governing their respective content).

The laws and regulations affecting the Company, the Manager and the Investment Manager are evolving. In

particular, the United Kingdom voted in favour of withdrawing from the European Union in a referendum on

23 June 2016 and, on 29 March 2017, the UK Government exercised its right under Article 50 of the Treaty on

the European Union to notify the European Union of the United Kingdom’s intention to withdraw from the

European Union. Although the United Kingdom and the European Union agreed a trading arrangement which

took effect from 1 January 2021, there remains uncertainty with respect to the United Kingdom’s trading

relationship with the European Union and the political, economic, legal and social impact of such relationship

going forward.

During this period of uncertainty, there may be signiﬁcant volatility and disruption in: (i) the global ﬁnancial

markets generally, which could result in a reduction of the availability of capital and debt; and (ii) the currency

markets as the value of Sterling ﬂuctuates against other currencies (see the risk factor above entitled “Currency

and foreign exchange risk”). Such events may, in turn, contribute to worsening economic conditions, not only in

the United Kingdom and Europe, but also in the rest of the world.

The nature of the United Kingdom’s future relationship with the European Union may also impact and

potentially require changes to the Company’s regulatory position. With effect from 1 January 2021, historic EU

legislation has largely been implemented into UK law, but it remains unclear as to how UK law will develop

over time, including whether the UK will be required to adopt new EU legislation in the future for the purposes

of proving equivalence and how UK law will diverge, if at all, from historic EU legislation. Accordingly, the

impact on the Company of the United Kingdom’s future relationship with the European Union and any resulting

changes to the UK’s legislative and regulatory framework is unclear. In addition, HM Treasury published a

consultation in January 2021 entitled “Review of the UK funds regime: A call for input”, requesting input for the

potential reform of the UK investment funds sector (which closed in April 2021). As at the date of this

Prospectus, it is not clear what impact (if any) this consultation, and any changes implemented pursuant

thereto, will have on the operations and prospects of the Company.

The rules, laws and regulations affecting the Company, the Manager and the Investment Manager are evolving

and any changes in such rules, laws and regulations may have an adverse effect on the ability of the

Company, the Manager and the Investment Manager to carry on their respective businesses. Any such

changes could have an adverse effect on the Portfolio and on the Company’s ﬁnancial condition, results of

operations and prospects, with a consequential adverse effect on the market value of the Shares.

Shareholders may be subject to withholding and forced transfers under FATCA and there may also be

reporting of Shareholders under other exchange of information arrangements

The UK has concluded an intergovernmental agreement (“IGA”) with the US (the “US-UK IGA”), pursuant to

which parts of FATCA have effectively been incorporated into UK law. Under the US-UK IGA an Foreign

Financial Institution that is resident in the UK (a “Reporting FI”) is not subject to withholding under FATCA

provided that it complies with the terms of the US-UK IGA, including requirements to register with the IRS and

requirements to identify, and report certain information on, accounts held by certain US persons owning, directly

or indirectly, an equity or debt interest in the company (other than equity and debt interests that are regularly

traded on an established securities market, as described below) and report on accounts held by certain other

persons or entities to HMRC, which will exchange such information with the IRS.

The Company expects that it will be treated as a Reporting FI pursuant to the US-UK IGA and that it will

comply with the requirements under the US-UK IGA and relevant UK legislation. The Company also expects

that its Shares may, in accordance with the current HMRC practice, comply with the conditions set out in the

US-UK IGA to be “regularly traded on an established securities market” meaning that the Company should not

have to report speciﬁc information on its Shareholders and their investments to HMRC.

However, there can be no assurance that the Company will be treated as a Reporting FI, that its Shares will

be considered to be “regularly traded on an established securities market” or that it will not in the future be

subject to withholding tax under FATCA or the US-UK IGA.

The UK has also implemented the CRS, under which the Company may be required to collect and report to

HMRC certain information regarding Shareholders and HMRC may pass this information on to tax authorities in

other jurisdictions.

The requirements under FATCA, the CRS and similar regimes and any related legislation, IGAs and/or

regulations may impose additional burdens and costs on the Company or Shareholders. There is no guarantee

that the Company will be able to satisfy such obligations and any failure to comply may materially adversely

affect the Company’s business, ﬁnancial condition, results of operations, NAV and/or the market price of the

Shares, and the Company’s ability to deliver its target performance against the Benchmark. In addition, there

can be no guarantee that any payments in respect of the Shares will not be subject to withholding tax under

FATCA. To the extent that such withholding tax applies, the Company is not required to pay any additional

amounts to Shareholders.

In acquiring Shares, each Shareholder is agreeing, upon the request of the Company or its delegate, to provide

such information as is necessary to comply with FATCA, the CRS and other similar regimes and any related

legislation and/or regulations. In particular, investors should be aware that certain forced transfer provisions

contained in the Articles may apply in the case that the Company suffers any pecuniary disadvantage as a

result of the Company’s failure to comply with FATCA.

Investors should consult with their respective tax advisers regarding the possible implications of FATCA, the

CRS and similar regimes concerning the automatic exchange of information and any related legislation, IGAs

and/or regulations.

The Company has not, does not intend to and may be unable to become registered as an investment

company under the US Investment Company Act and related rules

The Company has not, does not intend to and may be unable to become registered with the SEC as an

“investment company” under the US Investment Company Act and related rules. The US Investment Company

Act provides certain protections to investors and imposes certain restrictions on companies that are registered

as investment companies. As the Company is not so registered, does not intend to so register and may be

unable to so register, none of these protections or restrictions are or will be applicable to the Company.

However, if the Company were to become subject to the US Investment Company Act because of a change of

law or otherwise, the various restrictions imposed by the US Investment Company Act, and the substantial

costs and burdens of compliance therewith, could adversely affect the operating results and ﬁnancial

performance of the Company. Moreover, parties to a contract with an entity that has improperly failed to

otherwise void their contracts with the unregistered entity and shareholders in that entity may be entitled to

withdraw their investment. In order to ensure compliance with exemptions that permit the Company to avoid

being required to register as an investment company under the US Investment Company Act and related rules,

the Company has implemented appropriate restrictions on the ownership and transfer of Shares, which may

affect a US investor’s ability to hold or transfer Shares and may in certain circumstances require the US

investor to transfer or sell its Shares.

The Company may be treated as a passive foreign investment company

The Company may be treated as a “passive foreign investment company” (often referred to as a “PFIC”) for US

federal income tax purposes, which could have adverse consequences for any investors who are US taxpayers.

If the Company is classiﬁed as a PFIC for any taxable year, holders of Shares that are US taxpayers may be

subject to adverse US federal income tax consequences. Further, prospective investors should assume that a

“qualiﬁed electing fund” election, which, if made, could serve as an alternative to the general PFIC rules and

could reduce any adverse consequences to US taxpayers if the Company were to be classiﬁed as a PFIC, will

not be available because the Company does not expect to provide the information needed to make such an

election. A “mark-to-market” election may be available, however, if the Company’s ordinary shares are regularly

traded. Prospective investors that are US taxpayers are urged to consult with their own tax advisers concerning

the US federal income tax considerations associated with acquiring/receiving, owning and disposing of Scheme

Shares in light of their particular circumstances.

The Company may be regarded as a “covered fund” under the Volcker Rule. Any prospective investor that is

or may be considered a “banking entity” under the Volcker Rule should consult its legal advisers regarding

the potential impact of the Volcker Rule on its investments and other activities prior to making any

investment decision with respect to the Scheme Shares or entering into other relationships or transactions

with the Company

Section 13 of the US Bank Holding Company Act of 1956, as amended, and Regulation VV (12 C.F.R.

Section 248) promulgated thereunder by the Board of Governors of the Federal Reserve System (such

statutory provision together with such implementing regulations, being generally known as the “Volcker Rule”),

generally prohibits “banking entities” (which term is broadly deﬁned to include any US bank or savings

association whose deposits are insured by the Federal Deposit Insurance Corporation, any company that

controls any such bank or savings association, any non-US bank treated as a bank holding company for

purposes of Section 8 of the US International Banking Act of 1978, as amended, and any Afﬁliate or subsidiary

of any of the foregoing entities) from: (i) engaging in proprietary trading as deﬁned in the Volcker Rule;

(ii) acquiring or retaining an “ownership interest” in, or “sponsoring”,a“covered fund”; and (iii) entering into

certain other relationships or transactions with a “covered fund”.

As the Company may be regarded as a “covered fund” under the Volcker Rule, any prospective investor that is

or may be considered a “banking entity” under the Volcker Rule should consult its legal advisers regarding the

potential impact of the Volcker Rule on its investments and other activities, prior to making any investment

decision with respect to the Scheme Shares or entering into other relationships or transactions with the

Company. If the Volcker Rule applies to an investor’s ownership of Shares, the investor may be forced to sell

its Shares or the continued ownership of Shares may be subject to certain restrictions. Violations of the Volcker

Rule may also subject an investor to potential penalties imposed by the applicable bank regulatory authority or

other enforcement action.

The ability of certain persons to hold Shares and make secondary transfers in the future may be restricted

as a result of ERISA and other regulatory considerations

Each initial purchaser and subsequent transferee of Scheme Shares is required to represent and warrant or will

be deemed to represent and warrant that it is not a “beneﬁt plan investor” as deﬁned in Section 3(3) of the

United States Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and that it is not,

and is not using assets of, a plan or other arrangement subject to provisions under applicable federal, state,

local, non-US or other laws or regulations that are substantially similar to Section 406 of ERISA or

Section 4975 of the United States Internal Revenue Code of 1986, as amended (the “US Tax Code”) unless its

purchase/receipt of, holding and disposition of Scheme Shares does not constitute or result in a non-exempt

prohibited transaction or violation of any such substantially similar law. In addition, under the Articles, the Board

has the power to refuse to register a transfer of Shares or to require the sale or transfer of Shares in certain

circumstances, including any purported acquisition/receipt of or holding of Shares by a beneﬁt plan investor.

RISKS RELATING TO AN INVESTMENT IN THE SHARES

Investors may not recover the full amount of their investment in the Shares

The Company’s ability to achieve its investment objective and pursue its Investment Policy successfully may be

adversely affected by the manifestation of any of the risks described in this “Risk Factors” section of this

Prospectus or other market conditions (or signiﬁcant changes thereto). The market price of the Shares may

ﬂuctuate signi ﬁcantly, particularly in the short term, and potential investors should regard an investment in the

Shares as a medium to long term investment.

As with any investment, the price of the Shares may fall in value. The maximum loss on an investment in the

Shares is equal to the value of the initial investment and, where relevant, any gains or subsequent investments

made. Investors therefore may not recover the full amount initially invested in the Shares, or any amount at all.

The Shares may trade at a discount to Net Asset Value and the price that can be realised for Shares

will be subject to market ﬂuctuations

It is unlikely that the price at which the Shares trade will be the same as their Net Asset Value (although they

are related). The shares of an investment company such as the Company may trade at a discount to their net

asset value. This could be due to a variety of factors, including due to market conditions or an imbalance

between supply and demand for the Shares. While the Directors may seek to mitigate the discount to Net

Asset Value through such discount management mechanisms as they consider appropriate, there can be no

guarantee that they will do so or that such efforts will be successful. As a result of this, investors that dispose

of their interests in the Shares in the secondary market may realise returns that are lower than they would

have been if an amount equivalent to the Net Asset Value was distributed.

The market price of the Shares may ﬂuctuate signiﬁcantly and Shareholders may not be able to sell Shares at

or above the price at which they purchased those Shares. Factors that may cause the price of the Shares to

vary include those detailed in this “Risk Factors” section of this Prospectus, such as: changes in the

Company’s ﬁnancial performance and prospects, or in the ﬁnancial performance and market prospects of the

Company’s investments or those which are engaged in businesses that are similar to the Company’s business;

the termination of the Investment Management Agreement or the departure of some or all of the Investment

Manager’s key investment professionals; changes in or new interpretations or applications of laws and

regulations that are applicable to the Company’s business or to the companies in which the Company makes

investments; sales of Shares by Shareholders; general economic trends and other external factors, including

those resulting from war (in particular, the current conﬂict in Ukraine which, in addition to its impact on human

lives and livelihoods, is beginning to have an impact on the global economy, ranging from decreases to supply

(and/or increases to the costs) of goods to increases (and increased volatility) in the price of oil), incidents of

terrorism, pandemics or responses to such events; poor performance in any of the Investment Manager’s

activities or any event that affects the Company’s or the Investment Manager’s reputation; speculation in the

press or investment community regarding the Company’s business or investments, or factors or events that may

directly or indirectly affect the Company’s business or investments; and foreign exchange risk as a result of

making and selling equity investments denominated in currencies other than Sterling.

Securities markets in general have experienced extreme volatility that has often been unrelated to the operating

performance or fundamentals of individual companies. Market ﬂuctuations may adversely affect the trading price

of the Shares. As with any investment, the price of the Shares may fall in value with the maximum loss on

such investments being equal to the value of the initial investment and, where relevant, any gains on

subsequent investments made.

It may be difﬁcult for Shareholders to realise their investment as there may not be a liquid market in the

Shares, and Shareholders have no right to have their Shares redeemed or repurchased by the Company

Admission should not be taken as implying that there will be an active and liquid market for the Shares.

Limited liquidity in the Shares may affect: (i) an investor’s ability to realise some or all of its/their investment;

and/or (ii) the price at which such Shares trade in the secondary market. The price at which the Shares will be

traded will be inﬂuenced by a variety of factors, some speciﬁc to the Company and its investments and some

which may affect companies generally.

Further, the Company is a closed-ended investment company and Shareholders will have no right to have their

Shares redeemed or repurchased by the Company at any time. Subject to the Companies Act, the Directors

retain the right to effect repurchases of Shares in the manner described in this Prospectus. However, they are

under no obligation to use such powers at any time and Shareholders should not place any reliance on the

willingness of the Directors to exercise such powers. Shareholders wishing to realise their investment in the

Company may therefore be required to dispose of their Shares on the market. There can be no guarantee that

a liquid market in the Shares will develop or that the Shares will trade at prices close to their underlying Net

Asset Value. Accordingly, Shareholders may be unable to realise their investment at such Net Asset Value, or

at all.

The Company may in the future issue new Shares which may dilute Shareholders’ equity or have a

detrimental effect on the market price of the Shares

Further issues of Shares may, subject to compliance with the relevant provisions of the Companies Act and the

Articles, be made on a non-pre-emptive basis. Any such issue may dilute the percentage of the Company held

by the Company’s existing Shareholders. Additionally, such issues could have an adverse effect on the market

price of the Shares.

The Shares are subject to signiﬁcant transfer restrictions for Shareholders in the United States

The Scheme Shares have not been and will not be registered under the US Securities Act, or with any

securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered,

sold, resold, pledged, delivered, assigned or otherwise transferred, directly or indirectly, into or within the

United States or to, or for the account or beneﬁt of, US Persons, except pursuant to an exemption from, or in a

transaction not subject to, the registration requirements of the US Securities Act and in compliance with any

applicable securities laws of any state or other jurisdiction in the United States and in a manner which would

not result in the Company being required to register under the US Investment Company Act. There has been

and will be no public offer of the Scheme Shares in the United States.

There are signi ﬁcant restrictions on the purchase and resale of Shares by Shareholders who are located in the

United States, are US Persons, or who hold Shares for the account or beneﬁt of US Persons and on the

resale of Shares by any Shareholders to any person who is located in the United States or to, or for the

account or beneﬁt of, a US Person. If in the future the initial purchaser, as well as any subsequent holder,

decides to offer, sell, transfer, assign or otherwise dispose of the Shares, they may do so only: (i) outside the

United States in an “offshore transaction” complying with the provisions of Regulation S under the Securities

Act to a person not known by the transferor to be a US Person, by prearrangement or otherwise; or (ii) to the

Company or a subsidiary thereof.

In order to avoid being required to register under the US Investment Company Act and to address certain

ERISA, US Tax Code and other considerations, the Company has imposed signiﬁcant restrictions on the

transfer of the Shares which may materially affect the ability of Shareholders to transfer Shares in the United

States, or to, or for the account or beneﬁt of, US Persons. These restrictions may make it more difﬁcult for a

US Person or a Shareholder in the United States to resell the Shares and may have an adverse effect on the

liquidity and market value of the Shares.

In connection with the Issue, the Scheme Shares are being offered or sold/transferred only (i) outside the

United States in “ offshore transactions” to non-US Persons pursuant to Regulation S under the US Securities

Act, and (ii) to persons who are both Qualiﬁed Purchasers and Accredited Investors pursuant to an exemption

from the registration requirements of the US Securities Act, and who, in the case of (ii), have executed the AI/

QP Investor Letter and returned it to the Company and Computershare as registrar to SCIN. If any person does

not execute and return the AI/QP Investor Letter to the Company and Computershare as registrar to SCIN and

the Board believes the acquisition/receipt of Scheme Shares by such person would (i) give rise to an obligation

on the Company to register as an “investment company” under the US Investment Company Act or any similar

legislation, (ii) give rise to an obligation on the Company to register under the US Securities Exchange Act of

1934 (the “US Exchange Act”) or any similar legislation, (iii) result in the Company no longer being considered

a “foreign private issuer” for the purposes of the US Securities Act or the US Exchange Act; (iv) result in a

Beneﬁt Plan Investor acquiring/receiving Scheme Shares; or (v) result in a US Person holding Shares in

violation of the transfer restrictions put forth in any prospectus published by the Company from time to time

(each person described in (i) to (v) above, being an “Ineligible US Shareholder”), the Board reserves the

right, in its absolute discretion, to require any Scheme Shares to which such Ineligible US Shareholder is

entitled and would otherwise receive, to be issued to the Liquidators as nominees for the relevant Ineligible

US Shareholder and sold by the Liquidators in the market (which shall be done by the Liquidators without

regard to the personal circumstances of the relevant Ineligible US Shareholder and the value of the

SCIN Shares held by the relevant Ineligible US Shareholder) and the net proceeds of such sale (after

deduction of any costs incurred in effecting such sale) will be paid to the relevant Ineligible US Shareholder.

IMPORTANT INFORMATION

Prospective investors should rely only on the information contained in this Prospectus and any

supplementary prospectus published by the Company prior to the date of Admission. No person has

been authorised to give any information or to make any representation other than those contained in

this Prospectus (or any supplementary prospectus published by the Company prior to the date of

Admission) in connection with the Issue; if given or made, such information or representation must

not be relied upon as having been authorised by or on behalf of the Company, the Manager, the

Investment Manager, the Sponsor or any of their respective Afﬁliates, ofﬁcers, directors, employees or

agents. Without prejudice to any obligation of the Company to publish a supplementary prospectus

pursuant to Article 23 of the UK Prospectus Regulation, neither the delivery of this Prospectus nor

any subscription or sale made under this Prospectus shall, under any circumstances, create any

implication that there has been no change in the business or affairs of the Company since the date of

this Prospectus or that the information contained in this Prospectus is correct as of any time

subsequent to its date.

The contents of this Prospectus or any subsequent communications from the Company, the Manager, the

Investment Manager, the Sponsor or any of their respective Afﬁliates, ofﬁcers, directors, employees or agents,

are not to be construed as legal, business or tax advice. The tax legislation of a Shareholder’s home

jurisdiction may have an impact on the income received by the Shareholder from the Shares. Each prospective

investor should consult their own solicitor, ﬁnancial adviser or tax adviser for legal, ﬁnancial or tax advice in

relation to the acquisition/receipt of Scheme Shares.

Apart from the liabilities and responsibilities (if any) which may be imposed on the Sponsor by FSMA or the

regulatory regime established thereunder, the Sponsor, its Afﬁliates, ofﬁcers, directors, employees or agents

make no representations, express or implied, nor accept any responsibility whatsoever for the contents of this

Prospectus (or any supplementary prospectus published by the Company prior to Admission) nor for any other

statement made or purported to be made by it or on its behalf in connection with the Company, the Manager,

the Investment Manager, the Scheme Shares, the Issue or Admission. The Sponsor and its Afﬁliates, ofﬁcers,

directors, employees and agents, to the fullest extent permitted by law, accordingly disclaim all and any liability

(save as referred to above) whether arising in tort or contract or otherwise which it or they might otherwise

have in respect of this Prospectus or any such statement.

The Shares are only suitable for long term investors who are capable of evaluating the merits and risks of such

an investment and who have sufﬁcient resources to be able to bear any losses (which may be equal to the

whole amount invested) from such an investment. Accordingly, typical investors in the Shares are institutional

investors, private clients through their wealth managers, experienced investors, high net worth investors,

professionally advised investors and retail investors who may have basic or no knowledge and experience of

investing in ﬁnancial markets who have taken appropriate steps to ensure that they understand the risks

involved in investing in the Company.

The Shares are designed to be held over the long term and may not be suitable as short-term investments.

There is no guarantee that any appreciation in the value of the Company’s investments will occur and investors

may not get back the full amount initially invested, or any amount at all. The investment objective of the

Company is a target only and should not be treated as an assurance or guarantee of performance. There can

be no assurance that the Company’s investment objective will be achieved or that the objective to outperform

the Benchmark will be achieved.

A prospective investor should be aware that the value of an investment in the Company is subject to market

ﬂuctuations and other risks inherent in investing in securities. There is no assurance that any appreciation in

the value of the Shares will occur or that the investment objective of the Company will be achieved. The value

of investments and the income derived therefrom may fall as well as rise and investors may not recoup the

original amount invested in the Company.

GENERAL

Prospective investors should rely only on the information contained in this Prospectus and any supplementary

prospectus published by the Company prior to Admission. No broker, dealer or other person has been

authorised by the Company, the Board or any Director, the Manager, the Investment Manager or the Sponsor

to issue any advertisement or to give any information or to make any representation in connection with the

Issue other than those contained in this Prospectus and such supplementary prospectus and, if issued, given

or made, any such advertisement, information or representation must not be relied upon as having been

authorised by the Company, the Board, any Director, the Manager, the Investment Manager or the Sponsor.

The distribution of this Prospectus in certain jurisdictions may be restricted by law and persons into whose

possession this Prospectus comes should inform themselves about and observe any such restrictions.

Prospective investors should not treat the contents of this Prospectus or any supplementary prospectus

published by the Company prior to Admission as advice relating to legal, taxation, investment or any other

matters. Prospective investors should inform themselves as to: (i) the legal requirements within their own

countries for the purchase, holding, transfer, redemption, conversion or other disposal of the Shares; (ii) any

foreign exchange restrictions applicable to the purchase, holding, transfer, redemption, conversion or other

disposal of the Shares which they might encounter; and (iii) the income and other tax consequences which

may apply in their own countries as a result of the purchase, holding, transfer, redemption, conversion or other

disposal of the Shares. Prospective investors must rely upon their own representatives, including their own

legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the

Company and an investment therein.

Statements made in this Prospectus are based on the law and practice currently in force in England and Wales

and are subject to changes in such law and practice.

SELLING RESTRICTIONS

THE SCHEME SHARES ARE ONLY AVAILABLE TO ELIGIBLE SCIN SHAREHOLDERS AND ARE NOT

BEING OFFERED TO EXISTING SHAREHOLDERS (SAVE TO THE EXTENT AN EXISTING SHAREHOLDER

IS ALSO AN ELIGIBLE SCIN SHAREHOLDER) OR TO THE PUBLIC.

This Prospectus does not constitute, and may not be used for the purposes of, an offer or an

invitation to apply for any Scheme Shares by any person: (i) in any jurisdiction in which such offer or

invitation is not authorised; or (ii) in any jurisdiction in which the person making such offer or

invitation is not qualiﬁed to do so; or (iii) to any person to whom it is unlawful to make such offer or

invitation.

The distribution of this Prospectus and the offering of Scheme Shares in certain jurisdictions may be

restricted. Accordingly, persons into whose possession this Prospectus comes are required to inform

themselves about and observe any restrictions as to the offer or sale of Scheme Shares and the

distribution of this Prospectus under the laws and regulations of any jurisdiction relevant to them in

connection with any proposed applications for Scheme Shares, including obtaining any requisite

governmental or other consent and obser ving any other formality prescribed in such jurisdiction.

Save for in the United Kingdom and save as explicitly stated elsewhere in this Prospectus, no action

has been taken or will be taken in any jurisdiction by the Company that would permit a public offering

of Scheme Shares in any jurisdiction where action for that purpose is required, nor has any such

action been taken with respect to the possession or distribution of this Prospectus in any other

jurisdiction where action for that purpose is required.

Notice to prospective investors in the United Kingdom

No Scheme Shares have been offered or will be offered pursuant to the Issue to the public in the United

Kingdom prior to the publication of a prospectus in relation to the Scheme Shares which has been approved

by the FCA, except that the Scheme Shares may be offered to the public at any time with the prior consent of

the Sponsor, under the following exemptions under the UK Prospectus Regulation:

(a) to any legal entity which is a qualiﬁed investor as deﬁned in Regulation 2(e) of the UK Prospectus

Regulation (as amended);

(b) to fewer than 150 natural or legal persons (other than qualiﬁed investors as deﬁned in the UK Prospectus

Regulation (as amended)) in the United Kingdom; or

the prior consent of the Sponsor,

provided that no such offer of Scheme Shares shall result in a requirement for the publication of a prospectus

pursuant to Article 3(l) of the UK Prospectus Regulation (as amended).

For the purposes of this provision, the expression an “offer to the public” in relation to any offer of Shares in

the United Kingdom means a communication in any form and by any means presenting sufﬁcient information on

the terms of the offer and any Scheme Shares to be offered so as to enable an investor to decide to purchase

or subscribe for Scheme Shares.

Notice to prospective investors in the EEA

In relation to each EEA Member State, no Scheme Shares have been offered or will be offered pursuant to the

Issue to the public in that EEA Member State prior to the publication of a prospectus in relation to the Scheme

Shares which has been approved by the competent authority in that EEA Member State, or, where appropriate,

approved in another EEA Member State and notiﬁed to the competent authority in that EEA Member State, all

in accordance with the EU Prospectus Regulation, except that the Scheme Shares may be offered to the public

in that EEA Member State at any time with the prior consent of the Sponsor under the following exemptions

under the EU Prospectus Regulation:

(a) to any legal entity which is a qualiﬁed investor as deﬁned in Article 2 of the EU Prospectus Regulation;

(b) to fewer than 150 natural or legal persons (other than qualiﬁed investors as deﬁned in the EU Prospectus

Regulation) in that EEA Member State; or

provided that no such offer of Scheme Shares shall result in a requirement for the publication of a prospectus

pursuant to Article 3 of the EU Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the

EU Prospectus Regulation.

For the purposes of this provision, the expression an “offer to the public” in relation to any offer of Scheme

Shares in any EEA Member State means a communication in any form and by any means of sufﬁcient

information on the terms of the offer and any Scheme Shares to be offered so as to enable an investor to

decide to purchase or subscribe for the Scheme Shares.

Further, the Manager has not made any notiﬁcations or applications or received approvals for the marketing of

the Scheme Shares to “professional investors” (as deﬁned in the EU AIFM Directive) in the any EEA Member

State. Notwithstanding any other statement in this Prospectus, this Prospectus should not be made available to

any SCIN Shareholder (or any other person) domiciled in any EEA Member State. SCIN Shareholders

domiciled in the EEA that have received the Prospectus in any EEA Member States are not, save as otherwise

agreed with the Company, deemed to be an Eligible SCIN Shareholder and should not subscribe for Scheme

Shares (and the Company reserves the right to reject any application so made, without explanation).

Notwithstanding that the Manager may conﬁrm, from time to time, that it is able to market Scheme Shares to

SCIN Shareholders who are professional investors in an EEA Member State, the Scheme Shares may not be

marketed to retail investors (as this term is deﬁned in the EU AIFM Directive as transposed in the relevant EEA

Member State) in any EEA Member State unless the Scheme Shares have been qualiﬁed for marketing to

retail investors in that EEA Member State in accordance with applicable local laws. At the date of the

Prospectus, the Scheme Shares are not eligible to be marketed to retail investors in any EEA Member State.

Accordingly, no retail investor in any EEA Member State is considered to be an Eligible SCIN Shareholder and,

as such, the Scheme Shares may not be offered, sold or delivered and neither the Prospectus nor any other

offering materials relating to such Shares may be distributed or made available to retail investors in any EEA

Member State.

Notice to prospective investors with respect to United States federal securities laws

The Company has not been and will not be registered under the US Investment Company Act and as such

investors are not and will not be entitled to the beneﬁts of the US Investment Company Act. The Scheme

Shares have not been and will not be registered under the US Securities Act, or with any securities regulatory

authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged,

delivered, assigned or other wise transferred, directly or indirectly, into or within the United States or to, or for

the account or beneﬁt of, US Persons, except pursuant to an exemption from, or in a transaction not subject to,

the registration requirements of the US Securities Act and in compliance with any applicable securities laws of

any state or other jurisdiction of the United States and in a manner which would not result in the Company

being required to register under the US Investment Company Act. There has been and will be no public offer

of the Scheme Shares in the United States.

In connection with the Issue, the Scheme Shares are being offered and sold only: (i) outside the United States

in “offshore transactions” to non-US Persons pursuant to Regulation S; and (ii) to persons who are both

Qualiﬁed Purchasers and Accredited Investors pursuant to an exemption from the registration requirements of

the US Securities Act, and who, in the case of (ii), have executed the AI/QP Investor Letter and returned it to

the Company and Computershare as registrar to SCIN.

Neither the SEC nor any state securities commission has approved or disapproved this Prospectus or the issue

of the Scheme Shares or passed upon or endorsed the merits of the offering of the Scheme Shares or the

adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence.

The Shares are subject to restrictions on transferability and resale and may not be transferred or resold except

as permitted under applicable securities laws and regulations and under the Articles. Any failure to comply with

such restrictions may constitute a violation of applicable securities laws and may subject the holder to the

forced transfer and other provisions set out in the Articles. For further information on restrictions on transfers of

the Shares, please refer to the section entitled “Overseas Excluded SCIN Shareholders” at paragraph 10 of

Part IV (Details of the Scheme and the Issue) of this Prospectus.

Forward-looking statements

This Prospectus includes statements that are, or may be deemed to be, “forward-looking statements” . These

forward-looking statements can typically be identiﬁed by the use of forward-looking terminology, including, but

not limited to, terms such as “believes”, “estimates”, “anticipates”, “expects”, “ intends”, “may”, “will” or “should”

or, in each case, their negative or other variations or comparable terminology. These forward-looking statements

include all matters that are not historical facts. They appear in a number of places in this Prospectus and

include statements regarding the intentions, beliefs or current expectations of the Company, the Directors, the

Manager, or the Investment Manager concerning, amongst other things, the investment objective and

Investment Policy, the Company’s investment performance, results of operations, ﬁnancial condition, prospects,

and dividend policy of the Company and the markets in which it invests and/or operates.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and

depend on circumstances that may or may not occur in the future. Forward-looking statements are not

guarantees of future performance. The Company’s actual investment performance, results of operations,

ﬁnancial condition, dividends paid and its ﬁnancing strategies may differ materially from the impression created

by the forward-looking statements contained in this Prospectus. In addition, even if the investment performance,

results of operations, ﬁnancial condition of the Company and its ﬁnancing strategies, are consistent with the

forward-looking statements contained in this Prospectus, those results, its condition or strategies may not be

indicative of results, its condition or strategies in subsequent periods. Important factors that could cause these

differences include, but are not limited to, the factors set out in the “Risk Factors” section of this Prospectus.

Given these uncertainties, prospective investors are cautioned not to place any undue reliance on such

forward-looking statements. Prospective investors should carefully review the “Risk Factors” section of this

Prospectus for a discussion of additional factors that could cause the Company’s actual results to differ

materially from those that the forward-looking statements may give the impression will be achieved, before

making an investment decision. Forward-looking statements speak only as at the date of this Prospectus. The

Company, the Manager, the Investment Manager and the Sponsor undertake no obligation to revise or update

any forward-looking statements contained herein (save where required by the Prospectus Regulation Rules, the

Listing Rules, UK MAR, EU MAR, the Disclosure Guidance and Transparency Rules, the EU AIFM Directive or

the UK AIFMD Laws), whether as a result of new information, future events, conditions or circumstances, any

change in the Company’s, the Manager’s or the Investment Manager’s expectations with regard thereto or

otherwise. However, Shareholders are advised to read any communications that the Company may make

directly to them, and any additional disclosures in announcements that the Company may make through an RIS

following the date of this document.

For the avoidance of doubt, nothing in the foregoing paragraphs under the heading “Forward-looking

statements” constitutes a qualiﬁcation of the working capital statement contained in Par t VI (Additional

Information on the Company) of this Prospectus.

Important note regarding performance data

This Prospectus includes information regarding the track record and performance data of the Investment

Manager (the “Track Record”). Such information is not necessarily comprehensive and prospective investors

should not consider such information to be indicative of the possible future performance of the Company or any

investment opportunity to which this Prospectus relates. The past performance of the Investment Manager is

not a reliable indicator of, and cannot be relied upon as a guide to, the future performance of the Company

and/or the Investment Manager and the Company will not make the same investments reﬂected in the Track

Record information included herein. Prospective investors should be aware that any investment in the Company

involves a signi ﬁcant degree of risk, and could result in the loss of all or substantially all of their investment.

For a variety of reasons, the comparability of the Track Record information to the Company’s future

performance is by its nature very limited. Without limitation, results can be positively or negatively affected by

market conditions beyond the control of the Company or the Investment Manager which may be different in

many respects from those that prevail at present or in the future, with the result that the performance of

portfolios originated now may be signiﬁcantly different from those originated in the past.

Prospective investors should consider the following factors which, among others, may cause the Company’s

results to differ materially from the historical results achieved by the Investment Manager, their Associates and

certain other persons:

some of the Track Record information included in this Prospectus was generated, where noted, in respect

of different funds managed by the Investment Manager in different circumstances, and the people

involved in managing those funds may differ from those who will manage the Company’s investments;

results can be positively or negatively affected by market conditions beyond the control of the Company

and the Investment Manager;

it is possible that the performance of the investment described in this Prospectus has been affected by

exchange rate movements during the period of the investment;

differences between the Company and the circumstances in which the Track Record information was

generated include (but are not limited to) all or certain of: actual acquisitions and investments made,

investment objective, fee arrangements, structure (including for tax purposes), terms, leverage, geography,

performance targets and investment horizons. All of these factors can affect returns and impact the

usefulness of performance comparisons and as a result, none of the historical information contained in

this Prospectus is directly comparable to the Issue or the returns which the Company may generate;

the Company may be subject to taxes on some or all of their earnings in the various jurisdictions in

which they invest. Any taxes paid or incurred by the Company and intermediate holding entities will

reduce the proceeds available from the sale of an investment to make future investments or distributions

and/or pay the expenses and other operating costs of the Company; and

market conditions at the times covered by the Track Record may be different in many respects from

those that prevail at present or in the future, with the result that the performance of portfolios originated

now may be signiﬁcantly different from those originated in the past. In this regard, it should be noted that

there is no guarantee that these returns can be achieved or can be continued if achieved.

No representation is being made by the inclusion of the investment examples and strategies presented herein

that the Company will achieve performance similar to the investment examples and strategies herein or avoid

losses. There can be no assurance that the investment examples and strategies described herein will meet

their objectives generally, or avoid losses. Past performance is no guarantee of future results.

UK AIFMD Laws and EU AIFM Directive disclosures

The UK AIFMD Laws and EU AIFM Directive impose conditions on the marketing of entities such as the

Company to investors in the UK and the EEA, respectively. The UK AIFMD Laws and EU AIFM Directive

require that an “alternative investment fund manager” be identiﬁed to meet such conditions where such

marketing is sought. For these purposes, JPMorgan Funds Limited, as the legal person responsible for

performing portfolio and risk management of the Company, is the alternative investment fund manager.

Disclosures required to be made by the Manager under the UK AIFMD Laws and EU AIFM Directive are

addressed within this Prospectus.

Information to distributors

Solely for the purposes of the product governance requirements contained within the FCA’s PROD3 Rules on

product governance within the FCA Handbook (the “FCA PROD3 Rules”), and disclaiming all and any liability,

whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the FCA PROD3

Rules) may otherwise have with respect thereto, the Scheme Shares have been subject to a product approval

process, which has determined that the Scheme 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 counterpar ties, each as deﬁned in the FCA Glossary; and (ii) eligible for distribution through all

distribution channels as are permitted by the FCA PROD3 Rules (the “Target Market Assessment”).

Notwithstanding the Target Market Assessment, distributors should note that: (i) the price of the Scheme

Shares may decline and investors could lose all or part of their investment; (ii) the Scheme Shares offer no

guaranteed income and no capital protection; and (iii) an investment in the Scheme 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 which may be equal to the whole

amount invested from such an investment. Accordingly, typical investors in the Scheme Shares are expected to

be institutional investors, private clients through their wealth managers, experienced investors, high net worth

investors, professionally advised investors and retail investors who may have basic or no knowledge and

experience of investing in ﬁnancial markets who have taken appropriate steps to ensure that they understand

the risks involved in investing in the Company. The Target Market Assessment is without prejudice to the

requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability

or appropriateness for the purposes of the FCA PROD3 Rules; 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 Scheme

Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the Shares

when determining appropriate distribution channels.

Non-mainstream pooled investments status and UK MiFID Laws

As the Company is a closed-ended investment company which is an investment trust domiciled in the United

Kingdom, the Scheme Shares will be “excluded securities” under the FCA’s rules on non-mainstream pooled

investments. Accordingly, the promotion of the Scheme Shares is not subject to the FCA’s restriction on the

promotion of non-mainstream pooled investments. The Company intends to continue to conduct its affairs so

that the Shares can be recommended by ﬁnancial advisers to retail investors in accordance with the rules on

the distribution of ﬁnancial instruments under the UK MiFID Laws. The Directors consider that the Scheme

Shares should be considered “non-complex” for the purposes of the UK MiFID Laws.

UK PRIIPs Laws

In accordance with the UK PRIIPs Laws, a key information document in respect of an investment in the Shares

has been prepared by the Manager and is available to investors at the Company’s website at

http://www.jpmglobalgrowthandincome.co.uk/ under “Legal Documents”.

Data protection

The information that a prospective investor in the Company provides in documents in relation to acquiring

Scheme Shares or subsequently by whatever means which relates to the prospective investor (if it is an

individual) or a third-party individual (“personal data”) is and will be held and processed by the Company (and

any third party, functionary or agent in the United Kingdom to whom it may delegate certain administrative

functions in relation to the Company) in compliance with the relevant data protection legislation and regulatory

requirements of the United Kingdom. Each prospective investor acknowledges and consents that such

information will be held and processed by the Company (or any third party, functionary, or agent appointed by

the Company) for the following purposes:

verifying the identity of the prospective investor to comply with statutory and regulatory requirements in

relation to anti-money laundering procedures;

contacting the prospective investor with information about other products and services provided by the

Manager and the Investment Manager, or their respective Afﬁliates, which may be of interest to the

prospective investor;

carrying out the business of the Company and the administering of interests in the Company;

meeting the legal, regulatory, reporting and/or ﬁnancial obligations of the Company in the United Kingdom

or elsewhere; and

disclosing personal data to other functionaries of, or advisers to, the Company to operate and/or

administer the Company.

Each prospective investor acknowledges and consents that where appropriate it may be necessary for the

Company (or any third party, functionary or agent appointed by the Company) to:

disclose personal data to third-party service providers, Afﬁliates, agents or functionaries appointed by the

Company or its agents to provide services to prospective investors; and

transfer personal data outside of the UK to countries or territories that do not offer the same level of

protection for the rights and freedoms of prospective investors in the United Kingdom (as applicable).

If the Company (or any third party, functionary or agent appointed by the Company) discloses personal data to

such a third party, functionary or agent and/or makes such a transfer of personal data it will use reasonable

endeavours to ensure that any third party, functionary or agent to whom the relevant personal data is disclosed

or transferred is contractually bound to provide an adequate level of protection in respect of such personal

data.

Prospective investors are responsible for informing any third-party individual to whom the personal data relates

as to the disclosure and use of such data in accordance with these provisions.

Deﬁned terms

Capitalised terms contained in this Prospectus shall have the meanings ascribed to them in Part VIII

(Deﬁnitions) of this Prospectus, save where the context indicates otherwise.

No incorporation of website

The contents of the Company’s website at http://www.jpmglobalgrowthandincome.co.uk/ and the Investment

Manager’s website at

https://am.jpmorgan.com/gb/en/asset-management/institutional/, the contents of any

website accessible from hyperlinks on the Company’s website, the Investment Manager’s website, or any other

website referred to in this Prospectus are not incorporated into, and do not form part of this Prospectus.

Investors should base their decision to invest on the contents of this Prospectus and any supplementary

prospectus published by the Company prior to Admission alone and should consult their professional advisers

prior to acquiring/receiving the Scheme Shares.

EXPECTED TIMETABLE

GENERAL MEETING

Posting of Circular and Forms of Proxy for the General Meeting 5 August 2022

Latest time and date for receipt of Forms of Proxy for the General

Meeting

3.30 p.m. on 25 August 2022

General Meeting 3.30 p.m. on 30 August 2022

Announcement of results of the General Meeting 30 August 2022

SCHEME

Publication of this Prospectus 5 August 2022

First SCIN General Meeting 11.00 a.m. on 22 August 2022

Record Date for entitlements under the Scheme 6.00 p.m. on 22 August 2022

SCIN Shares disabled in CREST 6.00 p.m. on 22 August 2022

Calculation Date for the Scheme 5.00 p.m. on 25 August 2022

Suspension of listing of SCIN Shares and SCIN’s register closes 7.30 a.m. on 31 August 2022

Second SCIN General Meeting 9.30 a.m. on 31 August 2022

Effective Date for implementation of the Scheme 31 August 2022

Announcement of results of the Scheme and respective FAVs per share 31 August 2022

Admission and dealings in Scheme Shares commence 8.00 a.m. on 1 September 2022

CREST accounts credited to SCIN Shareholders in respect of Scheme

Shares in uncertiﬁcated form

8.00 a.m. on 1 September 2022

Certiﬁcates despatched by post in respect of Scheme Shares (or as soon as

practicable thereafter)

By 9 September 2022 (or as soon as

practicable thereafter)

Cancellation of listing of SCIN Shares as soon as practicable after the

Effective Date

—————

References to times are to London times unless otherwise stated. Any changes to the expected timetable set out above will be

notiﬁed to the market by the Company via an RIS announcement.

STATISTICS

SCHEME

Number of Scheme Shares to be issued Based on a ratio between the FAV per

JGGI Share and FAV per SCIN Share of

2.002730 (which, in turn, is based on the

Company’s NAV and the SCIN NAV (each

as at 29 July 2022) and adjusted as set out

in this Prospectus), the Scheme would

result in the issue of 132,526,986 Scheme

DEALING CODES

ISIN GB00BNYMKY695

SEDOL BYMKY69

Ticker JGGI

This is illustrative only. The number of Scheme Shares to be issued pursuant to the Issue is not known at the date of this

Prospectus and will depend on the ratio of the FAV per SCIN Share divided by the FAV per JGGI Share, multiplied by the

number of applications for Scheme Shares made by Eligible SCIN Shareholders which are received and accepted by the

Company. The total number of Scheme Shares to be issued pursuant to the Issue shall be notiﬁed by way of an RIS

announcement on or around 31 August 2022.

DIRECTORS, ADVISERS AND OTHER SERVICE PROVIDERS

Directors Tristan Hillgarth

James Macpherson

Sarah Whitney

Gay Collins

Prospective Directors

James Will

Jane Lewis

Thomas Michael Brewis

Neil Rogan

Registered Ofﬁce 60 Victoria Embankment

London

EC4Y 0JP

Manager JPMorgan Funds Limited

3 Lochside View

Edinburgh Park

EH12 9DH

Investment Manager JPMorgan Asset Management (UK) Limited

25 Bank Street

Canary Wharf

London

E14 5JP

Sponsor Winterﬂood Securities Limited

The Atrium Building

Cannon Bridge House

25 Dowgate Hill

London

EC4R 2GA

Legal advisers to the Company (as to

English and US securities law)

Herbert Smith Freehills LLP

Exchange House

Primrose Street

London

EC2A 2EG

Legal advisers to the Sponsor Gowling WLG (UK) LLP

4 More London Riverside

London

SE1 2AU

Depositary The Bank of New York Mellon (International) Limited

1 Canada Square

London

E14 5AL

Registrar Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Auditor Ernst & Young LLP

Atria One, 144, Morrison Street

Edinburgh EH3 8EX

If the Scheme becomes effective, James Will, Jane Lewis, Thomas Michael Brewis and Neil Rogan (all of whom are currently

directors of SCIN) will join the board as directors of the Company, expected to be on 1 September 2022.

Reporting Accountant KPMG Audit LLC

Heritage Court

41, Athol Street

Douglas

Isle of Man

IM1 1LA

Receiving Agent Equiniti Limited

Aspect House

Spencer Road

Lancing

West Sussex, BN99 6DA

PART I – INFORMATION ON THE COMPANY

1. INTRODUCTION

The Company is a closed-ended investment company limited by shares, incorporated in England and Wales on

21 April 1887 with company number 00024299. The Company does not have a ﬁxed life. The Company is an

alternative investment fund or “AIF” for the purposes of the UK AIFMD Laws and EU AIFM Directive.

The Company is externally managed by the Manager, which has delegated its investment management

responsibilities to the Investment Manager. Further details on the Manager and the Investment Manager are set

out in Part III ( Directors, Management and Administration) of this Prospectus.

The Company’s investment objective and Investment Policy are set out below. The Company may make its

investments either directly or through one or more wholly-owned subsidiary companies.

The Company ensures that it treats all holders of the same class of its Shares that are in the same position

equally in respect of the rights attaching to those Shares.

2. BACKGROUND

This Prospectus is being published in connection with the Issue of Scheme Shares to Shareholders of The

Scottish Investment Trust PLC (“SCIN”) in exchange for the transfer of the assets of SCIN to the company

under the Scheme in connection with the winding-up of SCIN. The Scheme Shares are being issued on the

basis of the ratio between the FAV per SCIN Share and the FAV per JGGI Share.

Beneﬁts of the proposed Scheme

The Company’s participation in the Scheme will create an enlarged entity and the Board believes that the

enlarged asset base resulting from implementation of the Scheme should have the following beneﬁts for

Shareholders:

The combined entity is expected to beneﬁt from an enhanced proﬁle which has the potential to generate

further interest in the Shares.

The Proposals will result in a greater number of Shares in issue, which, in turn, will enlarge the free ﬂoat

of the Shares and result in a broader Shareholder base, which should improve liquidity.

The ﬁxed costs of the Company will be spread over a larger asset base and so reduce the ﬁxed costs

per Share.

Under the new Management Fee arrangements, the increase in net assets of the Company reduces the

effective rate of the Management Fee which, in turn, should reduce the total expense ratio of the

Company.

Overview of the Scheme

The Investment Manager was appointed as investment manager of SCIN on 21 January 2022 for the purpose

of aligning the SCIN Portfolio as closely as possible to the Company’s Portfolio, with the intention to ensure

that the investments held within the SCIN Portfolio are the same (and in the same propor tions) as those held in

the Company’s Portfolio as at the Effective Date of the Scheme. Accordingly, the Rollover Pool of assets to be

transferred to the Company will consist of investments aligned with the Company’s Investment Policy, together

with cash and cash equivalents.

The Scheme is conditional on, among other things, approval of the Allotment Resolution by Shareholders at the

General Meeting of the Company convened for 3:30 p.m. on 30 August 2022 and the approval of

SCIN Shareholders to the SCIN Resolutions at the SCIN General Meetings. Further details of the conditions

attaching to the Scheme are set out in paragraph 7 of Part IV (Details of the Scheme and the Issue) of this

Prospectus.

3. INVESTMENT OBJECTIVE AND INVESTMENT POLICY

Investment objective

The Company’s objective is to achieve superior total returns from world stock markets.

Investment Policy and risk management

The Company’s Investment Policy is to provide a diversiﬁed portfolio of approximately 50-90 stocks in which

the Investment Manager and the Portfolio Managers have a high degree of conviction. To gain the appropriate

exposure, the Portfolio Managers are permitted to invest in pooled funds. The Investment Manager is

responsible for management of the Company’s assets. On a day-to-day basis the assets are managed by

Portfolio Managers based in London and in New York, supported by a strong equity research team.

In order to achieve the investment objective and to seek to manage risk, the Company invests in a diversiﬁed

portfolio of companies. The Company manages liquidity and borrowings to increase potential Sterling returns to

shareholders; the Board has set a normal range of 5 per cent. net cash to 20 per cent. geared.

The Company has implemented a passive currency hedging strategy that aims to make stock selection the

predominant driver of overall Portfolio performance relative to the benchmark, the MSCI All Countries World

Index (in Sterling terms). This is a risk reduction measure, designed to eliminate most of the differences

between the Portfolio’s currency exposure and that of the Company’s Benchmark. As a result, the returns

derived from, and the Portfolio’s exposure to, currencies may materially differ from that of the Company’s

competitors which generally do not undertake such a strategy.

Investment restrictions and guidelines

The Board seeks to manage the Company’s risk by imposing various investment limits and restrictions:

In accordance with the Listing Rules of the Financial Conduct Authority, the Company will not invest more

than 15 per cent. of its gross assets in other UK listed investment companies and will not invest more

than 10 per cent. of its gross assets in companies that themselves may invest more than 15 per cent. of

their gross assets in UK listed investment companies, at the time of acquisition.

No individual stock will represent more than the higher of 7.5 per cent. of gross assets or a 4 per cent.

‘active’ overweight position relative to the Company’s Benchmark, each measured at the time of

acquisition. The aggregate of the Company’s top 10 holdings and top 20 holdings will not exceed 45 per

cent. and 65 per cent. of gross assets, respectively.

The Company does not normally invest in unquoted investments and to do so requires prior Board

approval.

No more than 25 per cent. of the Company’s gross assets may be invested in non-OECD Countries.

No more than 80 per cent. of the Company’s gross assets may be invested in the US, Japan and the

UK.

The Company does not normally enter into derivative transactions, other than foreign currency

transactions, and to do so requires prior Board approval.

The Company manages liquidity and borrowings to increase potential Sterling returns to Shareholders.

The Board has set a normal range of 5 per cent. net cash to 20 per cent. geared.

Compliance with the Board’s investment restrictions and guidelines is monitored continuously by the Manager

and is reported to the Board on a monthly basis.

4. CHANGES TO INVESTMENT POLICY

No material change will be made to the Company’s Investment Policy without prior approval by ordinary

resolution of the Shareholders and the approval of the FCA.

The Company intends to continue to conduct its affairs so as to continue to be an investment trust for the

purposes of section 1158 CTA 2010. Any proposed changes to the Company’s Investment Policy are also

required to be notiﬁed to HMRC in advance of the ﬁling date for the accounting period in which the Investment

Policy is revised (together with details of why the change does not impact the Company’s status as an

investment trust).

5. BENCHMARK

The Company aims to outperform its Benchmark, the MSCI All Countries World Index (in Sterling terms) (total

returns with net dividends reinvested) over the long-term by investing in companies based around the world in

accordance with its published Investment Policy.

The Company’s objective to outperform the Benchmark should not be taken as an indication of the Company’s

expected future performance, return or results over any period and does not constitute a proﬁt forecast. There

is no assurance that this objective can or will be achieved. The actual performance of the Company will

depend on a wide range of factors including, but not limited to, general economic and market conditions

around the world, the performance of the companies in its Portfolio and the markets in which those businesses

operate, ﬂuctuations in currency exchange rates, the terms of the investments made and the other risks that

are described more fully in this Prospectus, including in particular in the section entitled “Risk Factors”.

Accordingly, prospective investors should not place any reliance on the Company’s objective to outperform the

Benchmark in deciding whether to invest in the Shares.

6. USE OF PROCEEDS

The Scheme Shares are being issued to Eligible SCIN Shareholders, and to the Liquidators appointed in

respect of Overseas Excluded SCIN Shareholders, in consideration for the transfer of the Rollover Pool from

SCIN to the Company. The Rollover Pool will consist of investments aligned with the Company’s Investment

Policy, together with cash and cash equivalents. Any cash in the Rollover Pool and any proceeds of the

realisation of cash equivalents in the Rollover Pool will be used to acquire investments in accordance with the

Company’s Investment Policy.

7. DIVIDEND POLICY

Although not forming part of the Company’s Investment Policy, the Company has a distribution policy whereby

at the start of each ﬁnancial year the Company will announce the distributions it intends to pay to Shareholders

in the forthcoming year in quarterly instalments. The Company’s intention is to pay dividends which, in

aggregate, total at least 4 per cent. of the Net Asset Value of the Company as at the end of the preceding

ﬁnancial year. The Company has announced that in relation to the year commencing 1 July 2022, the Company

intends to pay dividends totalling 17.0 pence per Share (being 4.25 pence per Share per quarter), which

represents an annual dividend equivalent to 4.23 per cent. of the unaudited Net Asset Value per Share (cum

income with debt at fair value) as at 30 June 2022.

The Company intends to continue to comply with the requirements for maintaining investment trust status for

the purposes of section 1158 CTA 2010 regarding distributable income. The Company will therefore distribute

its income such that it does not retain in respect of any accounting period an amount greater than 15 per cent.

of its income (as calculated for UK tax purposes) for that period.

Details in relation to the taxation of dividends and distributions are set out in Part V (Taxation) of this

Prospectus.

The dividend policy is an objective only, is not a proﬁt forecast and is not a guarantee that certain levels of

dividends can be achieved or dividend growth maintained nor an indication of the Company's expected or

actual future results, which may vary.

8. DISCOUNT AND PREMIUM MANAGEMENT

The Board recognises the need to address any sustained and signiﬁcant imbalance between buyers and

sellers which might otherwise lead to the Shares trading at a material discount or premium to the Net Asset

Value per Share. While it has not adopted any formal discount or premium targets which would dictate the

point at which the Company would seek to purchase Shares or issue further Shares, the Board is committed to

utilising its share purchase and share issuance authorities where appropriate, in such a way as to mitigate the

effects of any such imbalance. In considering whether Share buybacks or issuances might be appropriate in

any particular set of circumstances, the Board will take into account, among other things: the prevailing market

conditions; the degree of NAV accretion that will result from the buyback or issuance; the cash resources

readily available to the Company; the immediate pipeline of investment opportunities open to the Company; the

level of the Company’s existing borrowings; and the working capital requirements of the Company.

Principally through commentary in its annual and interim reports, the Board will keep Shareholders apprised of

its approach to discount and premium management. As stated in its 2021 Annual Report, the Company

currently has a long-term policy of repurchasing its Shares with the aim of maintaining an average discount of

around 5 per cent. or less to the Net Asset Value per Share (calculated with debt at par value).

Share repurchases

The Directors have been granted general authority to purchase in the market up to 14.99 per cent. of the

number of Shares in issue at 27 October 2021, with such authority expiring on 26 April 2023 unless the

authority is renewed at the Company’s Annual General Meeting in 2022 or at any other general meeting prior

to such time.

The timing, price and volume of any buyback of Shares will be at the absolute discretion of the Directors and

is subject to the Company having sufﬁcient working capital for its requirements and surplus cash resources

available

All Share repurchases will be conducted in accordance with the Companies Act and the Listing

Rules applicable to closed-ended investment funds from time to time and will be announced to the market

through an RIS announcement on the same or following day.

Shareholders and prospective Shareholders should note that such repurchases of Shares by the

Company are entirely discretionary and may not be on a pro rata basis. No expectation or reliance

should be placed on the Directors exercising such discretion on any one or more occasions.

Treasury Shares

Shares purchased by the Company may be cancelled or held in treasury (or a combination of both). Any

Shares held in treasury may be subsequently cancelled or sold for cash. The sale of Shares from treasury will

be subject to the Companies Act and the provisions relating to rights of pre-emption contained therein to the

extent not disapplied, further details of which are referred to in the section entitled “Further Issues of Shares”

below. Further, such sales will not, unless authorised by Shareholders, be at a price per Share which would be

less (after taking account of all commissions, costs and expenses of such sale) than the Net Asset Value per

Share at the relevant time plus issue expenses.

9. FURTHER ISSUES OF SHARES

The Directors have been granted general authority to allot, without regard to the pre-emption rights contained in

the Companies Act or otherwise, equity securities for cash up to an aggregate nominal amount of £780,571,

representing approximately 10 per cent. of the total ordinary share capital of the Company as at 27 October

2021, at a price of not less than NAV per Share. These authorities last until the conclusion of the AGM to be

held in 2022 but, given that the Company has already issued 11,367,000 Shares under these authorities (at the

date of this Prospectus), it is the intention for these authorities to be granted at the General Meeting, based on

the estimated issued Share capital of the Company immediately following Admission (for further details, see

paragraph 20(iii) of Part VI (Additional Information on the Company) of this Prospectus). The Company intends

to seek renewal of these authorities at each subsequent AGM of the Company, or at an earlier general meeting

of the Company to the extent necessar y. The Company intends that any Scheme Shares issued pursuant to

the Issue will be issued pursuant to the Allotment Resolution being tabled at the General Meeting and,

therefore, will not be issued pursuant to the existing authority granted at the 2021 AGM or any renewal thereof

at the General Meeting, which will remain available to the Company following the Issue.

Further issues of Shares will only be made if the Directors determine such issues to be in the best interests of

Shareholders and the Company as a whole. Relevant factors in making such determination include the

Company’s performance, the premium at which the Shares trade to the prevailing Net Asset Value per Share,

perceived investor demand and investment opportunities. Shares will only be issued, unless authorised by

Shareholders, at prices per Share which are not less than the last reported Net Asset Value per Share plus

issue expenses.

Applications will be made for any Shares issued by the Company to be admitted to the premium listing

category on the Ofﬁcial List of the FCA and to trading on the Main Market.

10. NET ASSET VALUE CALCULATION AND PUBLICATION

The Net Asset Value is the value of all assets of the Company less liabilities (including provisions for such

liabilities). The Net Asset Value per Share is the Net Asset Value attributable to the Shares divided by the

number of Shares in issue at the relevant time (excluding any Shares held in treasury).

An unaudited Net Asset Value is calculated in Sterling by the Manager and issued by the Manager on a daily

basis, as described below. The Net Asset Value is notiﬁed on each Business Day through a RIS and is also

published on the Company’s website at

http://www.jpmglobalgrowthandincome.co.uk/.

The Company’s investments are valued on the basis of the following valuation methodologies:

The Net Asset Value per Share shall be determined on a daily basis, with a valuation day being a

Business Day;

The Company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of ﬁnancial instruments.

The Company’s business is investing in ﬁnancial assets with a view to proﬁting from their total return in

the form of income and capital growth. The Portfolio is managed, and its performance evaluated on a fair

value basis, in accordance with a documented investment strategy and information is provided internally

on that basis to the Board. Accordingly, upon initial recognition the investments are designated by the

Company as ‘held at fair value through proﬁt or loss’. They are included initially at fair value which is

taken to be their cost, excluding expenses incidental to purchase which are written off to capital at the

time of acquisition. Subsequently the investments are valued at fair value, which are quoted bid prices for

investments traded in active markets. For investments which are not traded in active markets, unlisted

and restricted investments, the Board takes into account the latest traded prices, other observable market

data and asset values based on the latest management accounts; and

All purchases and sales are accounted for on a trade date basis.

The Directors may temporarily suspend the calculation and publication of the Net Asset Value during a period

when, in the Board’s opinion:

there are political, economic, military or monetary events or other extreme circumstances which are

outside the control, responsibility or power of the Directors and which have either or both of the following

effects: (i) disposal or valuation of investments of the Company, or other transactions in the ordinary

course of the Company’s business, would not be reasonably practicable without material detriment to the

interests of Shareholders; and (ii) in the opinion of the Directors, the Net Asset Value cannot be fairly

calculated;

there is a breakdown of the means of communication which are normally employed in calculating or

publishing the Net Asset Value; or

it is not reasonably practicable to determine or publish the Net Asset Value on an accurate and timely

basis.

To the extent that the Articles or the Listing Rules require a suspension in the calculation of the Net Asset

Value, the suspension will be notiﬁed through a RIS as soon as practicable after the suspension occurs.

As at 3 August 2022 (being the date of the Company’s most recently published NAV prior to the date of this

Prospectus), the estimated, unaudited NAV of the Company was £741,196,760 million and the Net Asset Value

per Share was 441.79p.

11. MEETINGS, REPORTS AND ACCOUNTS

The Company held its last AGM on 27 October 2021 and expects to hold an AGM in November 2022 and

each year thereafter. It is intended that the Company’s AGMs will, following completion of the Scheme, be held

in Edinburgh and London in alternate years. The annual report and accounts of the Company are made up to

30 June in each year, with copies expected to be sent to Shareholders within the following four months. The

Company also publishes unaudited interim reports to 31 December each year. The Company’s ﬁnancial

statements are prepared in Sterling in accordance with FRS 102.

The Company’s audited annual report and accounts for the period from 1 July 2020 to 30 June 2021 were

published on 30 September 2021 and are available on the Company’s website. For the avoidance of doubt,

such website and its contents are not incorporated by reference into this Prospectus. The Company’snext

audited annual report and accounts will be prepared to 30 June 2022.

Any ongoing disclosures required to be made to Shareholders pursuant to the UK AIFMD Laws and the EU

AIFM Directive will (where applicable) be contained in the Company’s periodic or annual reports or on the

Company’s website, or will be communicated to Shareholders in written form as required.

12. TAXATION

Potential investors are referred to Part V (Taxation) of this Prospectus for details of the taxation of the

Company and of Shareholders in the UK.

Shareholders who are in any doubt as to their tax position should seek professional advice from their own

adviser.

13. REGULATORY ENVIRONMENT

The Company, as a UK-incorporated closed-ended investment company admitted to listing on the premium

listing category of the Ofﬁcial List of the FCA and to trading on the Main Market, is subject to laws, regulations

and rules in such capacity, including, whether directly or indirectly, the Prospectus Regulation Rules, the Listing

Rules, the Disclosure Guidance and Transparency Rules, UK MAR, the UK AIFMD Laws, the UK PRIIPs Laws,

the AIC Code, and the Companies Act. The Company is subject also to the continuing obligations imposed on

all investment companies whose shares are admitted to listing on the premium listing category of the Ofﬁcial

List of the FCA and to trading on the Main Market set out in the Listing Rules and the Admission and

Disclosure Standards published by the London Stock Exchange in force from time to time.

Together, these rules, regulations and laws govern the way that, amongst other things, the Company can be

operated (e.g. its governance), how its Shares can be marketed, and how it must deal with its Shareholders,

together with requiring the Company to make certain reports, ﬁlings and notiﬁcations.

The Manager and the Investment Manager are subject to, and will be required to comply with, certain

regulatory requirements of the FCA, some of which affect the management of the Company.

The rules, laws and regulations affecting the Company, the Manager, the Investment Manager and/or the

companies in the Portfolio are evolving and any changes in such rules, laws and regulations may have an

adverse effect on the ability of the Company, the Manager, the Investment Manager and/or the companies in

the Portfolio to carr y on their respective businesses.

PART II – MARKET OUTLOOK AND INVESTMENT STRATEGY

1. MARKET OUTLOOK

Looking beyond the ﬁrst half of 2022, the Investment Manager believes that concerns regarding inﬂation remain

at the centre of market volatility and that the recent weakness in consumer sentiment could translate into

weaker consumer spending. If this occurs, the Investment Manager believes that this would affect wholesale

and retail sales in the months following the date of this Prospectus. While a possible recession might not be as

severe as has been indicated by market participants and analysts, weakness in global economies may persist

and sluggish economic growth would erode inﬂation pressures and wage growth. If the post-pandemic surge in

demand fades and higher prices and increased costs of borrowing start to deter new spending, central banks

worldwide may adopt policies to slow the pace of increases in interest rates.

Although these concerns and risks remain in the short term, in the view of the Investment Manager, it is key to

note that equity markets have already fallen on a year-to-date basis in response, in part, to recessionary fears.

While the Investment Manager expects that there may be further phases of volatility, it believes equity markets

could now offer an attractive entry point to the long-term investor.

2. INVESTMENT STRATEGY

The Company seeks to select the best companies available, with the most compelling long-term strategies.

The Company is driven by a Bottom-up Stock Selection process, with a best ideas portfolio allocating a larger

weighting to the most preferred stocks when compared to their weighting in the relevant index. This approach

makes use of the full resources of JPMorgan (including over 80 expert analysts worldwide) and its investment

trust structure, offering useful diversiﬁcation for investors seeking attractive levels of income.

The Investment Manager deploys the Company’s investment strategy in a style-neutral way and has built this

strategy on an approach where the Investment Manager seeks to add incremental value to the Portfolio by

capitalising on mis-valuations in equity markets via a risk-controlled bias towards attractively ranked securities

within regional sectors while minimising sector, region, and style risk.

Given this approach, the Portfolio broadly remains similar in sector and style to the benchmark, while

incrementally over/under weighting at the stock speciﬁc level within regional sectors in order to seek to

outperform the benchmark at the Bottom-up Stock Selection level. This is evidenced by the Company’s long-

term attribution, where the vast majority of outperformance being produced is due to stock selection within

sectors and regions.

The Company’s initial active positions in companies in the Portfolio typically range from 0.5 per cent. to 1.5 per

cent. and the size of an initial position is determined by various factors, including the strength of the valuation

signal, the Investment Manager’s level of insight and its conviction in the investment case. Individual stock

weights, once a full position has been established, are typically between +/-5 per cent. relative to the

Benchmark (subject to any limits on stock allocation contained in the Investment Policy). For the Company, the

Investment Manager’s goal is to derive the majority of Portfolio risk from stock speciﬁc factors, such as

valuation or expected future earnings growth.

The Investment Manager believes risk management to be central to the investment management process.

3. TRACK RECORD

The Company continues to operate with its policy of paying out 4 per cent. of NAV as a dividend (using the

NAV at the end of the preceding ﬁnancial year). This led to the Company paying a full year dividend of

16.96p per Share for the 2022 ﬁnancial year, a 29.9 per cent. increase on the payout for the prior ﬁnancial

year. As at the date of this Prospectus, the Board anticipates paying a dividend of 17.00p per Share over the

ﬁnancial year ending 30 June 2023, which represents a small increase from the previous ﬁnancial year’s total

dividend. This equates to a total annual dividend equivalent to 4.23 per cent. of the unaudited (cum income

with debt at fair value) net asset value as at the 30 June 2022 of 401.57 pence per Share.

As at 29 July 2022, the Company had delivered a NAV total return (net of fees) of 2.23 per cent. per annum

over the MSCI All Country World Index since inception on 30 September 2008.

As demonstrated by Figure 1 below, over the ten year period ending 31 July 2022, the Company has

outperformed its Benchmark, being the MSCI All Countries World Index, in Sterling terms (total return with net

dividends reinvested), by 1.61 per cent. per annum and has delivered 13.76 per cent. per annum over that

period.

Figure 1: The Company’s NAV performance compared to Benchmark for the 10 years to 31 July 2022

July end 2022 1 month YTD 1 Year 2 Years 3 Years 5 Years 10 Years 10 Years p.a.

JPM Global Growth &

Income CumFV 8.78% -0.98% 6.10% 45.19% 44.62% 70.79% 263.01% 13.76%

MSCI ACWI Net GBP 6.77% -4.96% 2.28% 28.58% 28.59% 58.17% 214.63% 12.15%

Relative NAV Cum FV 1.88% 4.18% 3.74% 12.91% 12.46% 7.98% 15.38% 1.44%

—————

Source: The Investment Manager and Morningstar, as at 31 July 2022.

4. THE COMPANY’S PORTFOLIO

The Company has assembled an attractive Portfolio with diversiﬁcation across its approximately 50-90 stocks

currently held in companies based around the world and in various sectors. At 31 July 2022 (being the Latest

Practicable Date), the number of investments held was 61.

Figures 2 and 3 below provides an overview of the Company’s top ten active positions as at the Latest

Practicable Date, by their relative weighting and by percentage of market capitalisation. The Company’s top ten

active positions represent 29.5 per cent. of its total Portfolio as at the Latest Practicable Date.

Figure 2: The Company’s top 10 holdings as at 31 July 2022 by percentage weighting

Top 10 Sector % of assets

Amazon.com Media 6.38

LVMH Moet Hennessy Louis Vuitton Retail 3.34

NXP Semiconductors Technology – Semi & Hardware 3.02

American Express Banks 2.88

McDonald's Retail 2.84

Marriott Consumer Cyclical & Services 2.56

Microsoft Technology - Software 5.76

VINCI Industrial Cyclical 2.41

Progressive Insurance 2.42

Boston Scientiﬁc Pharm/Medtech 2.23

—————

Source: The Investment Manager and the Company, as at 31 July 2022.

Figure 3: The Company’s Portfolio as at 31 July 2022 by percentage of market capitalisation

—————

Source: The Investment Manager and the Company, as at 31 July 2022.

Figures 4 and 5 provide an overview on the Portfolio’s exposure in various jurisdictions and to various sectors

as at the Latest Practicable Date.

Figure 4: Portfolio allocation by geography

—————

Source: The Investment Manager, as at 31 July 2022. Underlying Company revenue exposure is estimated based on disclosed

data.

Figure 5: Portfolio allocation by sector

—————

Source: The Investment Manager, as at 31 July 2022. Underlying Company revenue exposure is estimated based on disclosed

data.

5. ESG POLICY

The Investment Manager believes that responsible stewardship of its clients’ assets entails an assessment of

the ESG risks and practices of the companies in which the Investment Manager invests. The Investment

Manager expects those companies to demonstrate high standards of governance in the management of their

business at all times.

The Investment Manager employs an ESG integrated approach. ESG integration does not simply involve paying

external vendors for ESG information; it relies heavily on the Investment Manager’s own proprietary research,

on both a fundamental and a quantitative basis, and on the team of 150 investment professionals who cover

stocks around the world, from the USA to Japan. The Investment Manager’s research teams complete a

globally consistent checklist of 40 ESG questions on every company that is followed, 12 on environmental

issues, 12 on social factors and 16 relating to governance. In addition, a quantitative-led ESG score leverages

third-party ESG data, weighted according to the Investment Manager’s own views on materiality. This score

provides further breadth for stocks not currently covered by the 40 question checklist.

As the Investment Manager continues to develop and reﬁne its ESG analysis, the Investment Manager is

building a proprietary materiality framework. The twin objectives of this framework are to deepen the Investment

Manager’s insights, including its views on which sub-industries are more (or less) attractive from an ESG

perspective; and systematically to identify best-in-class businesses at a more granular level. The Investment

Manager also undertakes detailed research into speciﬁc ESG topics identiﬁed as material to its investment

process for stock and sectors. Among the topics examined are the environmental impact of fast fashion in

Europe, ﬂaring in U.S. oil ﬁelds and corporate governance in insurance companies in Asia.

While the Investment Manager does not explicitly exclude individual stocks on ESG criteria (except for certain

of the Investment Manager’s sustainable strategies or when speciﬁcally requested by clients or required by

local legislation), ESG factors could inﬂuence the level of conviction and thus impact a stock’s position size

during portfolio construction. Although precise methodologies will vary, ESG information is considered

throughout the investment process.

The Investment Manager also works with a central stewardship team which sets priorities for corporate

engagement both in terms of issues and in terms of signiﬁcant individual investments held in portfolios.

PART III – DIRECTORS, MANAGEMENT AND ADMINISTRATION

1. DIRECTORS

Each of the Directors is non-executive and independent of the Manager and the Investment Manager. The

address of the Directors is the registered ofﬁce of the Company. The Board is responsible for the determination

of the Investment Policy and the overall supervision of the Company, including the review of investment activity

and performance and the control and supervision of the Manager and the Investment Manager’s activities in

relation to the Company.

The Directors are as follows:

Tristan Hillgarth (Chair)

Tristan has been a Director since November 2014 and Chairman since 27 October 2021. He has over 30 years

of experience in the asset management industry having been a director of Jupiter Asset Management for eight

years. Before that he was at Invesco where he held several senior positions over 14 years including CEO of

Invesco’s UK and European business. He was previously head of European Equities at Framlington. He is

currently a non-executive member of the Leverhulme investment committee.

James Macpherson

James has been a Director since April 2021. James was until recently deputy CIO, fundamental active equities

at BlackRock where he led the global, thematic, natural resources and health science strategies and equity

closed-end funds. He was a senior fund manager at BlackRock and predecessor companies for 35 years and

was co-head of UK equities from 2001-2016.

Sarah Whitney (Chair of the Audit & Management Engagement Committee)

Sarah has been a non-executive director since January 2020. She has over 30 years’ experience in the

corporate ﬁnance, investment, and real estate sectors. Her executive career was primarily spent as a corporate

ﬁnance partner at PricewaterhouseCoopers, and in senior executive roles at DTZ Holdings Plc (now Cushman

& Wakeﬁeld) and CBRE. She currently chairs the supervisory board of global infrastructure investment

company, BBGI Global Infrastructure SA, and she is a non-executive director of Tritax Eurobox Plc. Sarah is a

member of the Council of University College London, and a trustee of the Canal & River Trust, and chairs the

investment committees of both organisations. She was previously a non-executive director of St Modwen

Properties Plc (now known as St. Modwen Properties Limited). Sarah is a Fellow of the Institute of Chartered

Accountants in England and Wales.

Gay Collins (Senior Independent Director)

Gay has been a Director since February 2012. She is a founding partner of Montfort Communications, a

strategic and ﬁnancial communications company. She has 30 years’ experience in PR and specialises in

advising companies in the ﬁnancial services space. She is a non-executive director of Dunedin Income Growth

Investment Trust plc and a director of the AIC. Previous experience includes selling Eurobonds at Merrill Lynch

and Dean Witter in London and New York.

Proposed changes to the Board

It is intended that, following completion of the Scheme, four current directors of SCIN will be appointed as

non-executive directors of the Company, such that the Board will initially consist of eight directors, comprising

four directors from the current Board and four directors from the board of SCIN. James Will and Gay Collins

will subsequently retire from the Board at the Company’s Annual General Meeting to be held in

November 2022.

Each of the prospective directors is independent of the Manager and the Investment Manager. The prospective

Directors are as follows:

James Will

James Will is a former chairman of law ﬁrm Shepherd and Wedderburn LLP where he was a senior corporate

partner, heading its ﬁnancial sector practice. He has experience of working with companies in a wide range of

industry sectors including ﬁnancial services, technology, energy and life sciences. He is chair of Asia Dragon

Trust plc and a director of Herald Investment Trust plc.

Jane Lewis

Jane Lewis is an investment trust specialist who, until August 2013, was a director of corporate ﬁnance and

broking at the Winterﬂood Investment Trusts. Prior to this, she worked at Henderson Global Investors and

Gartmore Investment Management Limited in investment trust business development and at WestLB Panmure

as an investment trust broker. She is chair of Invesco Perpetual UK Smaller Companies Investment Trust PLC

and a director of BlackRock World Mining Trust plc, CT UK Capital and Income Investment Trust PLC and

Majedie Investments PLC.

Thomas Michael (Mick) Brewis

Mick Brewis is an experienced investor who was a partner at Baillie Gifford for 21 years, heading the North

American equities team and having global asset allocation responsibilities. Prior to that he managed UK equity

portfolios at the ﬁrm. He has a non-executive advisory role with Castlebay Investment Partners and is a trustee

of the National Library of Scotland Foundation.

Neil Rogan

Neil Rogan has broad experience of investment companies both as an investment manager and as a

non-executive director. He was Head of Global Equities at Gartmore with sole responsibility for Gartmore

Global Focus Fund. At Jardine Fleming Investment Management and Fleming Investment Management, he was

the lead manager of Fleming Far Eastern Investment Trust for many years. He is chair of both Murray Income

Trust PLC and Invesco Asia Trust plc.

2. THE MANAGER

The Company and the Manager have entered into the Investment Management Agreement pursuant to which

the Company has appointed the Manager, a private limited company incorporated in Scotland with company

number SC019438, as its alternative investment fund manager. The registered ofﬁce of the Manager is at

3 Lochside View, Edinburgh Park, Edinburgh EH12 9DH. The LEI of the Manager is

549300AV3Y6VMWJUXJ60.

Pursuant to the Investment Management Agreement, the Manager has been given responsibility, subject to the

overall supervision of the Board, for active discretionary investment management of the Portfolio in accordance

with the Company’s investment objective and policy, which it has delegated to the Investment Manager by way

of a group delegation agreement.

The Manager is also responsible for the day-to-day administration of the Company, including but not limited to

liaising with the Depositary and calculating the NAV on a daily basis (or at such other intervals as may be

agreed with the Company from time to time).

A summary of the material terms of the Investment Management Agreement are set out in paragraph 12.1 of

Part VI (Additional Information on the Company) of this Prospectus.

The Manager is authorised and regulated as an AIFM by the FCA and, as such, is subject to its rules in the

conduct of business. The Manager complies with the requirements of the UK AIFMD Laws with respect to

cover for professional negligence liabilities through maintaining additional own funds, further details of which are

set out in paragraph 19 of Part VI (Additional Information on the Company) of this Prospectus.

3. THE INVESTMENT MANAGER

The Company has consented to the Manager delegating its portfolio management responsibilities to the

Investment Manager, a private company limited by shares that was incorporated in England and Wales with

company number 01161446, whose registered ofﬁce is at 25 Bank Street, Canary Wharf, London E14 5JP.

The Investment Manager is authorised and regulated by the FCA. The Investment Manager delegates portfolio

management functions to J.P. Morgan Alternative Asset Management Inc. and J.P. Morgan Investment

Management Inc. and other entities within the Investment Manager’s group as necessary in order to perform its

obligations under the Investment Management Agreement.

4. INVESTMENT TEAM

The investment management team is led by the individuals set out below.

Helge Skibeli

Helge Skibeli, managing director, is a portfolio manager within the J.P. Morgan Asset Management International

Equity Group, based in London. An employee since 1990, Helge was previously the Global Head of Developed

Market Equity Research. Helge obtained a MA in general business from the Norwegian School of Management

and earned a MBA from the University of Wisconsin. He is a CFA charterholder.

Rajesh Tanna

Rajesh Tanna, managing director, is a portfolio manager within the J.P. Morgan Asset Management International

Equity Group, based in London. An employee since 2011, Raj joined the Private Bank as a European Equity

Strategist and was previously a long-only European equity portfolio manager with Credit Suisse. Raj holds a BA

in Economics and International Studies, and a master’s degree in Management Science and Operational

Research, both from Warwick Business School. He is a CFA charterholder.

Tim Woodhouse

Tim Woodhouse, executive director, is a portfolio manager within the J.P. Morgan Asset Management

International Equity Group, based in New York. An employee since 2008, Tim joined the ﬁrm as a graduate

trainee. He was previously a research analyst working in the TMT sector. Tim obtained a BSc (Hons) in

Economics from the University of York. Tim is a CFA charterholder.

5. DEPOSITARY

The Bank of New York Mellon (International) Limited (the “Depositary”) has been appointed as the depositary

of the Company pursuant to the Depositary Agreement (as supplemented from time to time) with the Company

and the Manager, further details of which are set out in paragraph 12.2 of Part VI (Additional Information on the

Company) of this Prospectus. As depositary of the Company, it performs those duties prescribed under the UK

AIFMD Laws. These include safekeeping of the Company’s assets, cash monitoring and oversight.

6. REGISTRAR

Equiniti Limited (the “Registrar”) has been appointed as the Company’s registrar pursuant to the Registrar

Agreement, further details of which are set out in paragraph 12.3 of Part VI (Additional Information on the

Company) of this Prospectus. The Registrar is responsible for the maintenance of the Register, dealing with

routine correspondence and enquiries, and the performance of all the usual duties of a registrar in relation to

the Company.

7. AUDITOR

The auditor to the Company is Ernst & Young LLP (the “Auditor”) of Atria One, 144, Morrison Street

Edinburgh EH3 8EX. The Auditor is independent of the Company and is a member of the Institute of Chartered

Accountants in England and Wales. The Auditor’s responsibility is to audit and express an opinion on the

ﬁnancial statements of the Company in accordance with applicable law and auditing standards. The annual

report and accounts are prepared in accordance with FRS 102.

8. FEES AND EXPENSES

Issue expenses

To the extent that the Company has already incurred direct costs of the Transaction as at the Calculation Date,

such costs will be added back to the Company’s NAV for the purposes of calculating the JGGI FAV. In

addition, any costs incurred or accrued by SCIN in connection with the Scheme will be added back to SCIN’s

net asset value for the purpose of calculating the SCIN FAV. Those costs will then be aggregated and

apportioned between the two companies on the following basis. The costs and expenses in connection with the

Scheme will be split between the Company and SCIN so as to provide for an equitable apportionment of the

costs incurred in implementing the Transaction between the two parties, having regard for, inter alia, the

estimated respective expenses of the two companies and the relative beneﬁts which the Scheme will provide to

each set of shareholders. In summary:

(i) The direct costs incurred by the two companies will (to the extent they do not exceed the limits set out in

(ii) below) be aggregated with the SCIN Pension Costs and the SCIN Portfolio Realignment Costs. The

Manager’s Contribution (deﬁned below) will then be deducted from the aggregate amount to determine

the net costs of the Scheme (the “Net Scheme Costs for Apportionment”). The Net Scheme Costs for

Apportionment will be borne by each of the Company and SCIN pro rata by reference to their respective

FAVs (subject to the JGGI Cost Limit of £2.1 million, with SCIN bearing any Net Scheme Costs for

Apportionment incurred or accrued by the Company in excess thereof).

(ii) To the extent that:

a) SCIN’s Direct Costs exceed £2.7 million, such SCIN Excess Costs will be borne solely by SCIN

and will be reﬂected accordingly in the calculation of its FAV; and

b) the Company’s direct costs exceed £1.2 million, such excess costs will be borne solely by the

Company and will be reﬂected accordingly in the calculation of its FAV (such excess costs being

the “JGGI Excess Costs”).

The total costs that the Company will incur in relation to the Transaction will be equal to the JGGI Apportioned

Costs (as apportioned pursuant to paragraph (i) above) and the JGGI Excess Costs (as deﬁned in

paragraph (ii)(b) above). On this basis, the costs to be borne by Shareholders, after the deduction of the

Manager’s Contribution (as deﬁned below) and cost apportionment, are estimated to be approximately

£2.98 million (including VAT), equivalent to 0.41 per cent. of the Company’s Net Asset Value as at 3 August

2022.

The costs to be borne by SCIN Shareholders, after the deduction of the Manager’s Contribution (as deﬁned

below) and cost apportionment, are estimated to be approximately £8.17 million (including VAT), equivalent to

1.36 per cent. of SCIN’s net asset value as at 3 August 2022.

The Manager has agreed to make a contribution to the costs of the Scheme equal to the Contribution Amount

(the “Manager’s Contribution”). The “Contribution Amount” shall be calculated by reference to the

Management Fee that would be payable by the Company to the Manager for the eight month period

commencing on Admission based on the value of the net assets of the enlarged Company following completion

of the Scheme (determined by reference to the FAVs of the Company and SCIN). In satisfaction of the

Manager’s Contribution, the Manager will waive its entitlement to be paid a Management Fee with effect from

Admission until such time as the value of such waived Management Fee equals the Contribution Amount.

Ongoing expenses

The Company will also incur ongoing expenses, which are not currently expected to exceed 0.55 per cent. of

the NAV annually once the Issue is complete, taking into account all material fees payable directly or indirectly

by the Company for services under arrangements entered into as at the date of this Prospectus. Investors

should note, however, that some expenses are inherently unpredictable and, depending on circumstances,

ongoing expenses may exceed this estimation. The relevant summary of the key terms of the ongoing

expenses, which are borne by the Company, are set out below, as are those ongoing expenses which are not

readily quantiﬁable and therefore have not been taken into account in this estimation.

The Manager has prepared a key information document as required under the UK PRIIPs Laws. Those laws

require costs to be calculated and presented in accordance with detailed and prescriptive rules. The key

information document is available on the Company’s website at

http://www.jpmglobalgrowthandincome.co.uk/

under “Documents”.

Directors

Each of the Directors is entitled to receive a fee from the Company at such rate as may be determined in

accordance with the Articles. As at the date of this Prospectus, Tristan Hillgarth, as Chairman, is entitled to

receive £50,000 per annum, Sarah Whitney, as chairperson of the Audit and Management Engagement

Committee, is entitled to receive £40,000 per annum, Gay Collins, as Senior Independent Director, is entitled to

receive £37,000 per annum and all other Directors (including the prospective Directors once they have been

appointed to the Board) are entitled to receive £35,000 per annum.

All of the Directors are also entitled to be paid all reasonable expenses properly incurred by them in

connection with the performance of their duties. These expenses may include those associated with attending

general meetings, Board or committee meetings and legal fees. If the Board requests one or more of the

Directors to perform services outside of those considered to be ordinary course on behalf of the Company, the

Board may determine that additional remuneration may be paid to the Director or Directors.

Management Fee

Until 31 December 2021, the following management and performance fees were payable by the Company to

the Manager:

a management fee of 0.40 per cent. on the Company’s assets minus current liabilities; and

a performance fee of 15 per cent. on any excess of the total return attributable to Shareholders (change

in net asset value plus dividend, excluding the effect of share repurchases) which exceeded the total

return of the Company’s benchmark by more than 0.50 per cent..

Payment of any amount earned under the performance fee in any relevant period was spread equally over four

years. Performance was measured on a cumulative basis. Any performance fee accrued but not paid was

reduced by any underperformance in subsequent years. Any adjustment in respect of underperformance was

deducted at the ﬁrst opportunity from any amount accrued in respect of previous years’ outperformance. The

amount of any performance fee paid in any one year was capped at 0.80 per cent. of the published net assets

of the Company at the end of the relevant period. Any excess was carried forward until paid in full (or offset

against subsequent underperformance).

Pursuant to the Investment Management Agreement and with effect from 1 January 2022, the annual

management fee payable by the Company to the Manager (the “Management Fee”) is calculated, on a tiered

basis by reference to the Net Asset Value of the Company, on the following basis:

0.55 per cent. on the ﬁrst £750 million of the Company’s Net Asset Value;

0.40 per cent. on the Company’s Net Asset Value in excess of £750 million and up to £1.5 billion; and

0.30 per cent on the Company’s Net Asset Value in excess of £1.5 billion.

The Manager has agreed to make the Manager’s Contribution to the costs of the Scheme equal to the

Contribution Amount pursuant to which the Manager will waive its entitlement to be paid a Management Fee

with effect from Admission until such time as the value of such waived Management Fees equal the

Contribution Amount. Under the Investment Management Agreement, no performance fee accrues or is payable

to the Manager with respect to any period from 1 January 2022. The Management Fee is calculated and paid

monthly in arrears on the last business day of each month based on the Company's Net Asset Value at the

last business day of the previous month.

Depositary fees

Under the terms of the Depositary Agreement (as supplemented from time to time), the annual fee payable to

the Depositary is calculated based on the Gross Asset Value, subject to a minimum annual fee of £10.000,

and any such other fees which are agreed separately in writing between the Company, the Manager and the

Depositary from time to time.

Registrar fees

Under the terms of the Registrar Services Agreement, the Registrar is entitled to a minimum annual fee of

£16,414 (exclusive of VAT and disbursements, if any) payable monthly in arrears.

Receiving Agent fees

Pursuant to the terms of the Receiving Agent Services Agreement, the Receiving Agent is entitled to be paid a

fee of £49,250 (exclusive of VAT) in consideration for their services pursuant to the Scheme.

Other operational expenses

Other ongoing operational expenses that are borne by the Company, but are not limited to, include the auditor’s

fees, corporate broker fees, legal fees, certain direct transaction expenses, the costs of any ﬁlings (including

tax ﬁlings) or regulatory notiﬁcations, fees of the London Stock Exchange, fees for public relations services,

directors and ofﬁcers liability insurance premiums, and printing costs. The Company may also bear certain out

of pocket expenses of the Investment Manager or its Afﬁliates, the Company’s service providers and the

Directors.

9. TAKEOVER CODE

The Takeover Code applies to the Company. For more information, see paragraph 7 of Part VI (Additional

Information on the Company) of this Prospectus.

10. CORPORATE GOVERNANCE

AIC Code

The Company is a member of the AIC and complies with the 2019 Code of Corporate Governance produced

by the AIC (the “AIC Code”). The AIC Code provides a framework of best practice in respect of the

governance of investment companies, such as the Company. The Board has considered the principles and

provisions of the AIC Code. The Company reports against the AIC Code.

In addition, the Disclosure Guidance and Transparency Rules require the Company to: (i) make a corporate

governance statement in its annual report and accounts based on the code to which it is subject, or with which

it voluntarily complies; and (ii) describe its internal control and risk management arrangements.

It is expected that each of the prospective Directors will, following their appointment, become a member of

each committee listed below. Any changes to the composition or chairing of such committee will be determined

as part of the annual nomination process, and will be disclosed in the Company’s annual report for the year

ended 30 June 2022.

Audit and Management Engagement Committee

The Company has established an Audit and Management Engagement Committee which is chaired by Sarah

Whitney and currently consists of all the Directors. The Audit and Management Engagement Committee meets

at least twice a year. The Board considers that the members of the Audit and Management Engagement

Committee have the requisite skills and experience to fulﬁl the responsibilities of the Audit and Management

Engagement Committee. The Audit and Management Engagement Committee reviews the actions and

judgements of the Manager in relation to the half year and annual report and ﬁnancial statements and the

Company’s compliance with the AIC Code. The Audit and Management Engagement Committee also reviews

the scope, results, cost effectiveness, independence and objectivity of the Company’s external auditors.

Nomination Committee

The Company has established a Nomination Committee, which is chaired by Tristan Hillgarth and currently

consists of all the Directors. The Nomination Committee meets at least on an annual basis to ensure that the

Board has an appropriate balance of skills and experience to carry out its ﬁduciary duties and to select and

propose suitable candidates for appointment when necessary.

Remuneration Committee

The Company has established a Remuneration Committee, which is chaired by Sarah Whitney and currently

consists of all the Directors. The Remuneration Committee meets at least on an annual basis to consider the

remuneration of the Directors. The Remuneration Committee reviews the remuneration of the Directors and

Chairman against the fees paid to the directors of other investment companies of a similar size and nature, as

well as taking into account other comparable data.

Senior Independent Director

The Company has appointed Gay Collins as Senior Independent Director. The Senior Independent Director

provides a sounding board for the chairperson and serves as an intermediary for the other Directors and

Shareholders. Gay’s replacement as Senior Independent Director, following her resignation from the Board after

the completion of the Scheme, will be determined as part of the annual nomination process, and will be

disclosed in the Company’s annual report for the year ended 30 June 2022.

11. DIRECTORS’ SHARE DEALINGS

The Directors have adopted a share dealing code that is compliant with UK MAR and, to the extent relevant,

the EU Market Abuse Regulation. The Board will be responsible for taking all proper and reasonable steps to

ensure compliance with the share dealing code by the Company’s PDMRs, being the Directors and other

persons discharging managerial responsibilities.

PART IV – DETAILS OF THE SCHEME AND THE ISSUE

1. THE SCHEME

The Scheme Shares are only available to Eligible SCIN Shareholders under the Scheme and are not

being offered to Existing Shareholders (save to the extent an Existing Shareholder is also an Eligible

SCIN Shareholder) or to the public.

The Scheme Shares are being offered or sold only (i) outside the United States in “offshore

transactions” to non-US Persons pursuant to Regulation S under the US Securities Act, and (ii) to

persons who are both Qualiﬁed Purchasers and Accredited Investors pursuant to an exemption from

the registration requirements of the US Securities Act, and who, in the case of (ii), have executed the

AI/QP Investor Letter and returned it to the Company and Computershare as registrar to SCIN. For

further information on US restrictions on offers, sales and transfers of the Scheme Shares, please

refer to paragraph 10 below.

The Issue is being undertaken pursuant to a proposed scheme of reconstruction under section 110 of the

Insolvency Act, which the board of SCIN has resolved to recommend to SCIN Shareholders. The Board

considers that the Proposals will enable the Shareholders to beneﬁt from the greater economies of scale that

are expected to result from the enlarged asset base, in particular, an enhanced proﬁle, greater liquidity in the

Shares and cost efﬁciencies.

Subject to the passing of the SCIN Resolutions and satisfaction of the other conditions of the Scheme (which

are outlined in this section below), the Scheme will take effect from the Effective Date.

Under the Scheme, SCIN will be put into liquidation and its assets split into the following two pools:

(i) the pool of cash, undertaking and other assets (including assets with a value equal to the fair value (as

determined by the SCIN Board for the purposes of the Transaction) of the SCIN Bonds (and accrued

interest on the SCIN Bonds up to and including the Calculation Date) and the obligations of the

Company in respect of the SCIN Bonds (including interest accrued up to the Calculation Date)) to be

established under the Scheme and to be transferred to the Company, in consideration for the issuance of

the Scheme Shares, pursuant to the Transfer Agreement (the “Rollover Pool”); and

(ii) the pool of cash and other assets to be retained by the Liquidators to meet all known and unknown

liabilities of SCIN and other contingencies (the “Liquidation Pool”).

On the Calculation Date, the SCIN Board shall appropriate to the Liquidation Pool such of the cash,

undertaking and other assets of SCIN estimated by the SCIN Board (in consultation with the Liquidators) to be

sufﬁcient to meet the outstanding current and future liabilities, including contingent liabilities, of SCIN, the costs

of the Scheme to be borne by SCIN, the SCIN Debenture Stock, employee liabilities (including provisions for

contingent employee liabilities of a size deemed appropriate by the directors of SCIN), any liabilities in respect

of the SCIN Pension Fund including the costs and expenses of completing the SCIN Buy-out and winding up

the SCIN Pension Fund, a retention to meet unknown and unascertained liabilities of SCIN and the entitlements

of any SCIN Shareholders that dissent to the Scheme. In addition, the entire issued share capital of SIT

Savings (and any associated assets) and the SCIN Pension Buffer will be allocated to the Liquidation Pool.

Further details of the Liquidation Pool are set out in the section entitled “Liquidation Pool” below.

The balance of the cash, undertaking and other assets of SCIN will be allocated to the Rollover Pool which will

represent the entitlements of SCIN Shareholders to Scheme Shares and the obligations represented by the

SCIN Bonds. The Company’s Investment Manager, JPMorgan Asset Management (UK) Limited was appointed

as investment manager of SCIN on 21 January 2022 for the purpose of aligning the SCIN Portfolio as closely

as possible to the Company’s Portfolio, with the intention to ensure that the investments held within the SCIN

Portfolio are the same (and in the same proportions) as those held in the Company’s Portfolio as at the

Effective Date. Accordingly, the Rollover Pool will consist of investments aligned with the Company’s Investment

Policy, together with cash and cash equivalents. Details of the Company’s Portfolio, which will mirror the SCIN

Portfolio are set out in paragraph 4 (The Company’s Portfolio) of Part II (Market Outlook and Investment

Strategy) of this Prospectus.

Under the Scheme, each Eligible SCIN Shareholder on the SCIN Register on the Record Date will receive

such number of Scheme Shares as have a value (at the formula asset value (“FAV”) per JGGI Share) equal to

the proportion of the Rollover Pool attributable to the number of SCIN Shares held. The starting point for each

FAV calculation shall be the net asset value of the Company or the Rollover Pool (as applicable) as at the

Calculation Date, which will then be adjusted for the costs apportionment set out in paragraph 8 of Part III

(Directors, Management and Administration) of this Prospectus and, in the case of the Company, to account for

known events that have not been accounted for in its Net Asset Value at the Calculation Date, such as the

dividends declared but not paid before ethe Calculation Date.

The issue of Scheme Shares will be based on a FAV-for-FAV basis at the Calculation Date. The Calculation

Date for determining the value of the Rollover Pool is expected to be 5.00 p.m. on 25 August 2022. The

Record Date for the basis of determining SCIN Shareholders’ entitlements under the Scheme is 6.00 p.m. on

22 August 2022. Fractions of Scheme Shares will not be issued under the Scheme and entitlements to such

Scheme Shares will be rounded down to the nearest whole number.

On the Effective Date, the cash, undertaking and other assets of SCIN comprising the Rollover Pool, (which will

include assets equal to the fair value (as determined by the SCIN Board for the purposes of the Transaction)

of the SCIN Bonds and accrued interest (up to and including the Calculation Date) on the SCIN Bonds and the

obligations of SCIN in respect of the SCIN Bonds (including interest accrued up to the Calculation Date)) shall

be transferred to the Company. In consideration of the transfer of the Rollover Pool to the Company under the

Transfer Agreement, the relevant numbers of Scheme Shares will be allotted to the Liquidators who will

renounce the Scheme Shares in favour of the Eligible SCIN Shareholders. Further details of the agreed form of

the Transfer Agreement, which will be entered into on or around the Effective Date, are provided in

paragraph 12.5 of Part VI (Additional Information on the Company) of this Prospectus.

Overseas Excluded SCIN Shareholders who wish to participate in the Scheme should contact SCIN directly if

they are able to demonstrate, to the satisfaction of the Directors and the SCIN Board, that they can be issued

Scheme Shares without breaching any relevant securities laws. Unless the Directors and the SCIN Board are

so satisﬁed (in their respective absolute discretions), such Scheme Shares will instead be issued to the

Liquidators (as nominees on behalf of such Overseas Excluded SCIN Shareholder) who will arrange for such

shares to be sold promptly by way of a market maker. The net proceeds of such sales (after deduction of any

costs incurred in effecting such sales) will be paid to the relevant Overseas Excluded SCIN Shareholders

entitled to them within 10 Business Days of the date of sale, save that entitlements of less than £5.00 per

Overseas Excluded SCIN Shareholder will be retained in the Liquidation Pool. Further details on this process

can be found below at paragraph 10 (Overseas Excluded SCIN Shareholders) of this Part IV. A different

approach applies where a dissenting SCIN Shareholder requests that the Liquidator acquires its interest

pursuant to section 111 of the Insolvency Act, as outlined in paragraph 7 (Conditions of the Issue) of this

Part IV.

The Scheme is conditional on, among other things:

the passing of the SCIN Resolution to be proposed at the First SCIN General Meeting and the SCIN

Resolution to be proposed at the Second SCIN General Meeting or any adjournment of those meetings

and such SCIN Resolutions becoming unconditional in all respects;

approval of the Allotment Resolution by Shareholders at the General Meeting of the Company and such

Resolution becoming unconditional in all respects;

the approval of the FCA and the London Stock Exchange to the Admission of the Scheme Shares to

listing on the premium listing category of the Ofﬁcial List and to trading on the Main Market of the

London Stock Exchange, respectively occurring before 31 December 2022, or such other date as may be

agreed between the Company and the Sponsor; and

the SCIN Board resolving to proceed with the Scheme.

Liquidation Pool

To the extent that any part of the Liquidation Pool, including the entire issued share capital of SIT Savings (and

any associated assets), the Liquidators’ Retention and the SCIN Pension Buffer, is not subsequently required to

discharge SCIN’s liabilities, it will be distributed in cash to the SCIN Shareholders on the SCIN Register on the

Effective Date.

2. SCIN PENSION FUND

The trustees of the SCIN Pension Fund (“SPF Trustees”) have entered into a transaction with an insurance

company which secures in full the beneﬁts for and in respect of all members and beneﬁciaries of the SCIN

Pension Fund through a policy in the name of the SPF Trustees (the “SCIN Buy-in”). The SCIN Buy-in policy

contains the option (exercisable at the trustees’ discretion, and subject to the terms of the SCIN Buy-in policy)

to move to “buy-out” (being a transaction between the trustee and the insurance company which secures in full

the beneﬁts for and in respect of all members and beneﬁciaries of the SCIN Pension Fund through individual

annuities).

Following SCIN entering into liquidation, the SCIN Pension Fund will be placed into winding up with effect from

the date of the liquidation and the SPF Trustees will proceed with converting the SCIN Buy-in policy into a buy-

out policy (the “SCIN Buy-out ” ). To ensure that the SCIN Pension Fund can be wound up and the buyout

achieved, there will be retained in the Liquidation Pool for the beneﬁt of the SCIN Pension Fund (in addition to

the assets which the Liquidators would otherwise have retained) cash in the amount of £5,000,000 (the “SCIN

Pension Buffer”).

For the avoidance of doubt, the Liquidators cannot distribute or otherwise utilise the SCIN Pension Buffer until

the winding up of the SCIN Pension Fund has been completed and the SCIN Pension Buffer will be solely

available to meet the costs and expenses of securing beneﬁts in the SCIN Buy-out and of winding up the SCIN

Pension Fund until that time. Further, the Liquidators will not distribute or otherwise utilise any part of the non-

SCIN Pension Buffer assets of the Liquidators’ Pool, including in particular the Liquidators’ Retention, otherwise

than to meet SCIN’s actual liabilities identiﬁed for the purposes of the Scheme or contingent liabilities plus the

Liquidators’ own costs and expenses, until such time as the winding up of the SCIN Pension Fund has been

completed.

SCIN has agreed to indemnify the SPF Trustees in respect of any claim or liability which the SPF Trustees

incur or suffer or are liable to pay, directly or indirectly in any way whatsoever from or relating to the SCIN Buy-

in, the SCIN Buy-out or the winding up of the SCIN Pension Fund, subject to a cap equal to the SCIN Pension

Buffer plus the remaining Liquidation Pool (being aggregate value (as determined by the Liquidators, acting

reasonably) of the Liquidation Pool remaining in the control of the Liquidators at the relevant time). As is

common in transactions where the buyer is acquiring an entity which operates a deﬁned beneﬁt pension

scheme similar to the SCIN Pension Fund, the Company is providing support for the SCIN Pension Fund by

way of entering into SCIN Indemnity Letter, pursuant to which it has agreed to indemnify SCIN in respect of

any claims against SCIN by the SPF Trustee, but only if and to the extent that such liability cannot be met in

full from the SCIN Pension Buffer and any other assets in the remaining Liquidation Pool. Due to the size of

the Pension Buffer, the Board does not consider it likely that the indemnity from the Company to SCIN will be

called upon at all. The Company’s indemnity pursuant to the SCIN Indemnity Letter ceases on completion of

the winding up of the SCIN Pension Fund. It is expected that the SCIN Pension Fund will be wound up within

approximately ﬁve months of SCIN entering liquidation (although this is indicative timing only and depends on a

variety of factors). Details of the SCIN Indemnity Letter are summarised in paragraph 12.6 of Part VI (Additional

Information on the Company) of this Prospectus.

3. EXISTING INDEBTEDNESS

SCIN Bonds

On 17 April 2000, SCIN issued £150 million in aggregate principal amount of the SCIN Bonds (of which

£82,827,000 in aggregate principal amount remain outstanding). The SCIN Bonds were constituted by the

Existing Trust Deed and are governed by English law. In connection with the issuance of the SCIN Bonds and

in accordance with the terms of the Existing Trust Deed, SCIN entered into the Existing Instrument of Floating

Charge in favour of the Trustee as security for the payment of all sums due and that may be come due in

respect of the SCIN Bonds. The SCIN Bonds are listed on the London Stock Exchange.

On 29 July 2022, the SCIN Bondholders voted in favour of the SCIN Bonds Extraordinary Resolution to, among

other things, substitute the Company as issuer of the SCIN Bonds with effect on the Effective Date.

On the Effective Date:

the Company will be substituted as issuer of the SCIN Bonds and will assume the rights and obligations

of SCIN under the SCIN Bonds and the Amended and Restated Trust Deed; and

the Company and the Security Trustee will enter into the Instrument of Floating Charge to replace the

Existing Instrument of Floating Charge.

Following the substitution on the Effective Date it is intended that the SCIN Bonds will remain listed and traded

on the London Stock Exchange.

The terms and conditions of the SCIN Bonds contain customary events of default and include certain

covenants, which restrict the ability of the Company, to, among other things, incur certain liens and redeem or

repurchase capital stock. The Amended and Restated Trust Deed includes the SCIN Bonds Financial

Covenant.

JGGI Notes

On 9 January 2018, the Company entered into the 2018 Note Purchase Agreement, pursuant to which the

Company issued the 2018 Loan Notes. On 12 March 2021, the Company entered into the 2021 Note Purchase

Agreement, pursuant to which the Company issued the 2021 Series A Loan Notes and authorised the issue of

additional notes from time to time after the date of the 2021 Note Purchase Agreement up to the Available

Facility Amount (as deﬁned in the 2021 Note Purchase Agreement).

The Note Purchase Agreements include a number of customar y covenants, which restrict the ability of the

Company and its subsidiaries, to, among other things, incur certain liens, merge or consolidate, enter into

transactions with afﬁliates and sell or transfer assets, in each case subject to certain permissons and

exceptions.

The Note Purchase Agreements also contain a “most favoured lender” covenant, pursuant to which any

ﬁnancial covenant that is included in a Principal Financing Agreement (as deﬁned in the Note Purchase

Agreements), but:

is not included in the Note Purchase Agreements; or

is in any respect more beneﬁcial to the holders of the JGGI Notes than any similar ﬁnancial covenant

included in the Note Purchase Agreements,

will be deemed to be automatically incorporated into the Note Purchase Agreements as of the date such

ﬁnancial covenant became effective under such Principal Financing Agreement. The Amended and Restated

Trust Deed, which qualiﬁes as a Principal Financing Agreement, includes the SCIN Bonds Financial Covenant.

On completion of the substitution of the Company as issuer of the SCIN Bonds which is expected to occur on

the Effective Date, the SCIN Bonds Financial Covenant will be deemed to be automatically incorporated into

the Note Purchase Agreements.

The terms of the Note Purchase Agreements restrict the Company from granting security in respect of the

indebtedness evidenced by the SCIN Bonds unless the obligations of the Company under the Note Purchase

Agreements and the JGGI Notes are concurrently secured equally and rateably with the SCIN Bonds.

Therefore, on the Effective Date, the Company and the Security Trustee will enter into the Instrument of

Floating Charge and the Company, the Trustee, the holders of the JGGI Notes and the Security Trustee (acting

on behalf of the Secured Parties) will enter into the Security Trust and Intercreditor Agreement.

Security Trust and Intercreditor Agreement

On the Effective Date, the Company, the Trustee, the holders of the JGGI Notes and the Security Trustee (on

behalf of the Secured Parties) will enter into the Security Trust and Intercreditor Agreement. The Security Trust

and Intercreditor Agreement governs the intercreditor relationship between the holders of the JGGI Notes and

the SCIN Bondholders and regulates the enforcement of the security created pursuant to the Instrument of

Floating Charge.

4. DETAILS OF THE ISSUE

The number of Scheme Shares to be issued to Eligible SCIN Shareholders, and to the Liquidators appointed in

respect of Overseas Excluded SCIN Shareholders, will be based on the formula asset value (“FAV”) of the

Company and of SCIN. FAVs will be calculated based on the Net Asset Values (cum income, debt at a fair

value determined by the directors of each of the Company and SCIN using appropriate reference gilts and

spreads which, in the relevant board of directors’ view, best reﬂect the creditworthiness of: (i) in the case of

SCIN, the SCIN Bonds and SCIN Debenture Stock; and (ii) in the case of the Company, the JGGI Notes,

respectively) of a Share and of a SCIN Share, respectively. The FAV per JGGI Share and the FAV per

SCIN Share will be calculated to six decimal places (with 0.0000005 rounded down) as at the Calculation Date

in accordance with each company’s respective normal accounting policies.

Eligible SCIN Shareholders will be issued Scheme Shares based on the FAV per SCIN Share divided by the

FAV per JGGI Share, multiplied by the number of SCIN Shares owned by such Eligible SCIN Shareholder as

at the Record Date.

The number of Scheme Shares which will be issued to Eligible SCIN Shareholders and the Liquidators

appointed in respect of Overseas Excluded SCIN Shareholders is not known at the date of this Prospectus as

it will be calculated in accordance with the formula stated above at the Calculation Date. The number of

Scheme Shares to be issued will be announced through an RIS announcement as soon as practicable

following the Calculation Date. The Issue is not being underwritten.

For illustrative purposes only, had the Calculation Date been 5.00 p.m. on 29 July 2022 and assuming that

no SCIN Shareholders had exercised their right to dissent from participation in the Scheme and after deduction

of the SCIN pre-liquidation interim dividend of 9.4 pence per SCIN Share, the FAV per SCIN Share would have

been 876.20 pence. The FAV per SCIN Share may be compared with the SCIN share price and cum-income

NAV per SCIN Share as at 29 July 2022 which, when adjusted on a pro forma basis for the deduction of the

interim dividend of 9.4 pence per SCIN Share, were 840.6 pence and 886.86 pence respectively.

The FAV per JGGI Share would have been 437.505691 pence, which would have produced a conversion ratio

of 2.002730 and, in aggregate, 132,526,986 Scheme Shares would have been issued to SCIN Shareholders

under the Scheme, representing approximately 44.2 per cent. of the issued ordinary share capital of the

enlarged Company.

5. DILUTION IN CONNECTION WITH THE ISSUE

If 132,526,986 million Scheme Shares were to be issued (being the estimated number of Shares that can be

issued pursuant to the Issue, assuming that all SCIN Shareholders (including the Liquidators appointed in

respect of Overseas Excluded SCIN Shareholders) are issued with Scheme Shares, and that the ratio between

the FAV per JGGI Share and FAV per SCIN Share is 2.002730) then, based on the issued share capital at the

date of this Prospectus, and assuming that: (i) an Existing Shareholder is not a SCIN Shareholder and is

therefore not able to participate in the Issue; and (ii) there had been no change to the Company’s issued share

capital prior to Admission, an Existing Shareholder holding 1 per cent. of the Company’s issued share capital

at the date of this Prospectus would then hold 0.56 per cent. of the Company’s issued share capital following

Admission.

6. THE SCHEME SHARES

The Scheme Shares are ordinary shares, denominated in Sterling, in the Company and will rank equally in all

respects with the existing issued Shares. Assuming that Admission of the Scheme Shares occurs on

1 September 2022, SCIN Shareholders who receive Scheme Shares will be entitled to receive the interim

dividend in respect of the quarter ending 30 September 2022, which was announced on 1 July 2022 and will

be paid to JGGI Shareholders on the Company’s register of members at the close of business on 2 September

2022.

7. CONDITIONS OF THE ISSUE

The Issue is conditional upon:

the passing of the SCIN Resolution to be proposed at the First SCIN General Meeting and the SCIN

Resolution to be proposed at the Second SCIN General Meeting or any adjournment of those meetings

and such SCIN Resolutions becoming unconditional in all respects;

approval of the Allotment Resolution by Shareholders at the General Meeting of the Company and such

Resolution becoming unconditional in all respects;

the approval of the FCA and the London Stock Exchange to the Admission of the Scheme Shares to

listing on the premium listing category of the Ofﬁcial List and to trading on the Main Market of the

London Stock Exchange, respectively occurring before 31 December 2022, or such other date as may be

agreed between the Company and the Sponsor; and

the SCIN Board resolving to proceed with the Scheme,

and each of these conditions (above) in this paragraph 7 of Part IV shall together be known as the “ Scheme

Conditions”.

Unless the Scheme Conditions referred to above have been satisﬁed or, to the extent permitted, waived on or

before 31 December 2022, no part of the Proposals will become effective and the Scheme Shares will not be

issued.

Provided that a SCIN Shareholder does not vote in favour of the SCIN Resolution to be proposed at the First

SCIN General Meeting, such SCIN Shareholder may within seven days following the First SCIN General

Meeting, express his or her dissent to the Liquidators in writing at SCIN’s registered ofﬁce and require the

Liquidators to purchase the SCIN Shareholder’s interest in SCIN. The Liquidators will offer to purchase the

interests of the dissenting SCIN Shareholders at the realisation value, this being an estimate of the amount a

SCIN Shareholder would receive per SCIN Share in an ordinary winding up of SCIN if all of the assets of

SCIN had to be realised and distributed to SCIN Shareholders after repayment of the liabilities of SCIN,

including the SCIN Debenture Stock, the SCIN Bonds and any premium in respect of their early repayment and

liabilities in connection with the SCIN Pension Fund. The realisation value of a SCIN Share is expected to be

signiﬁcantly below the unaudited cum-income net asset value per SCIN Share, in particular after taking into

account the redemption premium that would otherwise be payable on the early repayment of the SCIN Bonds,

and the Liquidators will not purchase the interests of dissenting SCIN Shareholders until all other liabilities of

SCIN have been settled and HMRC has conﬁrmed that it has no objections to the closure of the liquidation,

which is expected to occur no earlier than 18 months following the date on which SCIN enters liquidation.

In order to purchase the interests of any dissenting SCIN Shareholders, the SCIN Board, in consultation with

the Liquidators, will appropriate an amount of the cash, undertaking and other assets of SCIN to the

Liquidation Pool which it believes is sufﬁcient to purchase the interests of such SCIN Shareholders. Save as

otherwise provided in this paragraph 7 of Part IV (Details of the Scheme and the Issue) of this Prospectus, any

SCIN Shares held by persons who validly exercise their rights under section 111(2) of the Insolvency Act shall

be disregarded for the purposes of the Scheme and shall be treated as if those SCIN Shares were not in

issue.

8. COSTS AND EXPENSES OF THE PROPOSALS