[UPDATE WEDNESDAY 28 MAY] UPDATE THURSDAY 15 MAY] JGGI and HINT Merger - Shareholder Meetings Friday 9 May and Monday 12 May 2025

[UPDATE WEDNESDAY 18 MAY - prior updates retained]

At this morning's 9.00am meeting the Chairman refused to let me speak or ask questions. Prior to the meeting I had submitted some questions in writing to which written answers were given to some but not all of the matters. I objected but the Chairman was adamant.

The meeting, like the last one, was recorded by agreement.

The subject matter of which, if any, of the Chair and another Director of The Association of Investment Companies has correctly applied s593(1)(c) of the Companies Act 2006 in relation to Independent Valuers Reports now moves to the High Court at a hearing on 15 October in CR-2025-000388. 

[UPDATE THURSDAY 15 MAY - prior updates retained below]

Following the 2 shareholder meetings on 9 and 12 May, a formal complaint has been made to the Market Integrity Unit in the Primary Market Oversight department of the Financial Conduct Authority requesting that the application for Admission to Trading of the Scheme Shares not be approved at this time.

https://app.box.com/s/tgk4vd4m43c2g8wlag4hxkji13t03v7m

The Directors of HINT also refused to reconsider the suitability of EY as liquidators of HINT not only on the grounds of Conflict of Interest, but also in the light of their OUTRAGEOUS fee increases by 70% (yes seventy) in 2025 to a maximum of £2,218.00 per hour for the purposes of all HINT liquidations in which they act. This is a simple job and can be, and is, carried out by other firms at a rate of less than 25% of what EY are proposing. HINT and JGGI already use such other firms as the records of Companies House show. 

The Chairman of HINT is to be appointed a Director of JGGI where EY are auditors.

EY's proposed fees are blatant "robbery" for a job of this kind and is likely to plunder some £500,000 from the HINT estate that will only be available to see when the numbers are revealed and questioned at the next meeting on the 28th when it will be too late.

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 https://www.sharesoc.org/forums/topic/jpmorgan-global-growth-income-jggi-mergers/

FOR THOSE READERS WHO ARE NOT ONE OF THE 70,000 SHARESOC MEMBERS:

(CORRECTED FOR TYPOS) 

The latest JGGI/HINT April 2025 merger documents have revealed that JPM has devised a scheme to circumvent sending the mandatory Independent Valuers Report on the proposed acquired entity to shareholders before any new shares are allotted or admitted to trading unless fully paid for in cash (see s593 Companies Act 2006).

All the following can be verified with the Company Secretaries and Directors of JGGI and HINT ahead of the 9th May general meeting as there has already been extensive correespondence, and the matter will be raised in person at the meeting where qualified Privilege is afforded to me when seeking a commitment that the Directors and JPM undertake to comply with the law and make full disclosure to shareholders before any allotment/issue/admission of shares is made.

The requirement is an anti-fraud measure brought into effect on 1 August 2011 despite the pleas of all Invesment Managers to be exempt. It’s main relevance is where Unquoted assets are involved to prevent the usual scammers/fraudsters merging defunct or dying listed companies into one another. Anyone else remember Polly Peck? It should never be a problem for Investment Managers with quoted or readily marketable investments, but is a truly independent check on other values.

The JPM scheme involves using a single renounceable Letter of Allotment of all shares to the newly appointed Liquidators of the about to be liquidated merging entity (in the HINT case they are also the auditors of JGGI) and, if the liquidators actually ever see any such Valuers Report, they never send it on to the shareholders who are being allotted shares even though they are acting as Nominee and Trustee for the shareholders. JPM say this complies with the law – no other Investment Manager seems to be using the same “dodgy” scheme.

The law says that unless the shareholders receive the report they are required to pay, in cash, the full value of the shares to the company – the Supreme Court has just (Feb 2025) considered the matter of s593 and compelled payment of more than £70m on top of the already transferred assets made at that value. That is not a risk that should be taken by the HINT shareholders in this case.

I was allowed to inspect but not take copies of the Transfer Agreement between JGGI/HINT and Ernst & Young as Liquidators but who are also JGGI’s auditors. It discloses very worrying otherwise undisclosed contractual arrangements that I have undertaken not to disclose to 3rd parties, and JGGI and HINT have confirmed that they will make copies available to any investigative authority (including FCA and The Insolvency Service) which is entitled to them. I will however confirm that the contract does not provide for or contemplate the prepararation or sending of any Independent Valuers Report and I will have my notes available at the 9th May meeting.

JPM admit that they have a long history of unlawfully not filing share allotment returns at Companies House and not attaching the required the Valuers report if they do actually file a document. They assure me that corrective matters are in hand, the first of which was filed 3 years late on 29 April, but still omits the mandatory copy of the report, if it actually existed in the first place.

Unless the largest Investment Managers can be held to account, the JPM “scheme” leaves open the door to those less scrupulous persons to evade their liabilities and responsibilities.

The Disciplinary Conduct Committee of The Institute of Chartered Accountants in England & Wales meets on Tuesday 6th May 2025 to consider the role of its members in the case(s) of the Albion Capital Group VCTs where all investments are unquoted and stated to be valued solely by Albion and not reviewed by an independent valuer as required for shareholder protection and as is stated in such Valuers Reports as exist. The latest investment round by Albion’s largest investment reveals that the true value may be less than 50% of the reported value because it was an undisclosed “buy one get one free” scheme using Warrants at “a penny a share” as shown in the documents filed at Companies House.

It seems to me that there is overwhelming evidence across the whole IT and VCT sector that no Investment Manager should ever be Company Secretary responsible for statutory reporting, and that the position should always be held by a real live human who is truly independent. All Directors claim they are non-executive and the Managers all say they are not Directors even though all Executive Functions have been delegated to them by the non-execs, most of whom sit or have sat on multiple boards, and may have a vested interest in not upsetting the applecart.

I look forward to meeting anyone else who is able to come to the 9 May meeting, and then putting pressure on JPM and all other Investment Management Groups to bring their compliance upto date and commit to true independence of statutory review and filings. NB Auditors never include any report on Statutory Compliance even though any and all failures carry criminal penalties for the Company and Directors.

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Also recommended reading ahead of the ICAEW meeting on 6th May and the Politico sessions on 8th May, and a good explainer as to why no regulator in the UK is upto scratch and why the UK remains (as a deliberate policy) the Global centre of Economic Crime and Money Laundering.

https://www.politico.eu/article/britain-serious-fraud-office-corruption-mining-congo/

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[UPDATE 12 MAY]

This morning's HINT meeting followed Friday's JGGI meeting.

To nobody's surprise the Directors and their advisers refused all requests. My questions were provided more than 24 hours before each meeting.

Stephenson Harwood were out in force this morning and are of the opinion, and so advised the HINT directors and the meeting, that the provisions of the Insolvency Act apply before HINT is placed into liquidation or liquidators are appointed. 

THAT IS COMPLETE BUNKUM 

see s86 Insolvency Act 1986.

May 12 Questions for HINT:

1. Will the Directors demand and ensure that the Directors of JGGI make available a copy of the s593 Independent Valuers Report to the members of this company not less than 5 working days before any Scheme shares are allotted, including by making a copy available on the JGGI website? Will theDirectors make a copy of the report available on this company’s website at the same time and before any JGGI shares are allotted?

2. Will the directors amend the Scheme to ensure that Dissenting Shareholders have until 7 days after the appointment of any liquidators to advise their decision, and that change is announced by RNS today so that it comes to their attention?

3. Will the Directors amend the Scheme to ensure that Overseas shareholders are not obliged to make their declaration until 7 days after the Independent Valuers Report has been made available on both the JGGI and the company’s website, and that change is announced by RNS today so that it comes to their attention?

4. Will the Directors explain, by reference to the specific terms of the Transfer Agreement that is before the meeting on Monday 12th May, why they consider that the proposed firm and members of Ernst & Young are considered not to be conflicted for appointment because they are auditors to JGGI and the Transfer Agreement states that they are bound to accept the decisions and valuations of JGGI?

5. Will the Directors amend the proposed fees to be charged by the proposed liquidators to a fixed fee plus out-of-pockets? It is well known, and so stated by the reputable firm of Solicitors, Eversheds llp acting on behalf of KPMG llp, to HMRC and the High Court, that liquidators typically overcharge estates in liquidation/bankruptcy by 25% or more and that their fees and expenses are typically reduced by that amount on assessment by the Courts? [I added that EY have increased their insovency fees by 70% (yes seventy percent) in 2025 and are upto 4 times what others charge at £2,218.00 per hour (yes per hour not per day) - see back-page of Henderson Diversified progress report if you don't believe me.]

6. Under all the circumstances will the Directors agree to amend the proposed timetable, and to so advise the FCA and all others, to properly reflect the above time changes and to ensure that adequate time is being made available for receipt of the s593 Independent Valuers Report, and to give effect to the present void for impossibility deadline for Dissenting Shareholders?

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 [UPDATE 7 May 2025]

Letters of "denial" now received from James Macpherson, Chair of JGGI, on behalf of JGGI and JPMorgan Asset Management AND from Derek Hyslop of EY 9 [and at 16.40hrs also from Richard Hills Chairman of HINT]

Only one further problem that they all refuse to acknowledge: see paragraph 8 on page 72 of the HINT circular and you will see that JPMorgan and EY are well and truly stuffed and buried by the law and the Merger cannot proceed on the present timetable or disclosures.

https://data.fca.org.uk/artefacts/NSM/Portal/NI-000118168/NI-000118168.pdf

Mr Hyslop and EY seem to have a long association with miscreant companies that simply don't file Share Allotments or the s593 IVR - just look at the Troy Income & Growth Trust plc merger with STS Global Income & Growth Trust plc AND THE KNOWINGLY FALSE CONFIRMATION STATEMENT filed a couple of weeks ago along with the same false statements a year ago.

AND who are the Auditors - you got it in one! EY again.

There seems to be a preponderence of Scottish companies and llps involved in these manifest incompetencies, and of course liquidators never have to file any ongoing annual reports at Companies House which is why Scotland is the domicile of incorporation so favoured by Criminals, Fraudsters and UK Investment Managers looking to hide what they are upto - just ask HMRC for the statistics.