Intention to Issue Equity - C Share Capital Raise

JPMORGAN GLOBAL CORE REAL ASSETS LIMITED

Intention to issue equity - C share capital raise

Legal Entity Identifier: 549300D8JHZTH6GI8F97

JPMorgan Global Core Real Assets Limited (the 'Company' or 'JARA') is pleased to announce its intention to launch an issue of convertible C shares with a premium listing on the Main Market of the London Stock Exchange, by way of an initial placing, offer for subscription and intermediaries offer forming part of a new 12 month share issuance programme (the 'Issue').  The newly issued C shares will have an issue price of GBP£1.00 per C share. The Company has a minimum target raise of £80m, with further capacity above this. The Prospectus will shortly be made available on the Company's website www.jpmrealassets.co.uk and at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

On 24 September 2020, the Company announced that 99.5% of its initial IPO proceeds had been invested and that it would look to raise further equity as client demand and market opportunities present themselves. Following discussions with both existing and prospective investors, the Manager and the Board have determined that broad demand exists for the Company to grow in size. The Manager also continues to see attractive opportunities in real assets across the JPMorgan Asset Management Alternatives Platform. Once fully invested, the Company intends to provide investors with stable income and capital appreciation through exposure to a globally diversified portfolio of Core Real Assets in accordance with the Company's investment policy.

The intended raise will help JARA achieve greater scale, liquidity and result in a reduction in overall fee levels; progressing the goal of making JARA one of the most cost effective access points to a unique private pool of income producing Core Real Assets.

Key Highlights

§ JARA will provide diversified access to over 700 underlying private real assets through private funds and managed accounts managed by JPMAM's USD141* billion Global Alternatives platform.

§ Within 12 months of its IPO, JARA's has achieved its deployment target of investing substantially all of its IPO proceeds and its first year dividend target of 2%-3%. Taking into account the capital raised post-IPO, JARA is now c.74% invested.  

§ JARA's portfolio is targeted at providing exposure to "Core" Real Assets, meaning those real assets that JPMAM considers offer reliable, highly forecastable, long-term cash flows. JARA will have exposure to various real assets including the following asset classes: Global Infrastructure Assets, Global Real Estate Assets, Global Transportation Assets and Listed Real Assets.

§ The Manager sees an opportunity to diversify JARA's portfolio further by including U.S. Real Estate Mezzanine Debt within JARA's existing Global Real Estate allocation. This strategy targets a 6-8% p.a. total return, all of which will come from income, thereby being accretive to JARA's yield. This strategy offers JARA access to high quality income at a more senior position within the real estate capital structure than JARA currently has exposure to.

§ JARA is aiming to provide investors with a long-term target total NAV return of 7 - 9% per annum (net of fees), on the basis of the initial issue price at which the Ordinary Shares were issued and once JARA is fully invested (the 'Target Total Return')^[1].

§ The Target Total Return is inclusive of a dividend target of 4 - 6% per annum (payable quarterly) once JARA is fully invested (the 'Target Dividend')^[1].

Expected Timeline

Each of the dates set out below and mentioned elsewhere in this announcement may be adjusted by the Company, in which event details of the new times and dates will be notified to the FCA and the London Stock Exchange.

Further updates will be provided in due course.

6 November 2020

[1] Neither the Target Total Return nor the Target Dividend should be taken as an indication of the Company's expected future performance or results over any period and neither of these targets constitutes a profit forecast. These are targets only and there is no guarantee that they can or will be achieved. The Target Total Return should not be seen as an indication of the Company's expected or actual return and the Target Dividend should not be seen as an indication of the Company's expected or actual dividend yield. Accordingly, prospective investors should not place any reliance on the target figures stated above in deciding whether to invest in the Company. The actual net dividend yield and total NAV return generated by the Company in pursuing the Investment Policy depends on a wide range of factors including, but not limited to, the general economic and market conditions, fluctuations in currency exchange rates and the performance of the JPMAM Products in which the Company invests and will continue to invest and other risks that will be described more fully in the Prospectus once published. The payment of dividends will at all times be subject to compliance with the solvency test prescribed by the Companies (Guernsey) Law, 2008.

* As of 30 September 2020.

Enquiries:

Alison Vincent

JPMorgan Funds Limited - Company Secretary

Telephone 0207 742 4000

Fin Bodman / Richard Plaskett

JPMorgan Funds Limited

Telephone 0207 742 4000

William Simmonds / Jérémie Birnbaum (Corporate Finance)

James Bouverat (Sales)

J.P. Morgan Cazenove
Telephone 020 7742 4000

This announcement is an advertisement and not a prospectus and investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information in the Prospectus to be published by the Company in due course, together with any subsequent public disclosures by the Company. Copies of the Prospectus will shortly be made available on the Company's website www.jpmorgan.co.uk/JARA and at the National Storage Mechanism at www.hemscott.com/nsm.do.

The merits or suitability of any securities must be independently determined by each investor on the basis of its own investigation and evaluation of the Company. Any such determination should involve, among other things, an assessment of the legal, tax, accounting, regulatory, financial, credit and other related aspects of the securities.

The information contained in this announcement is for background purposes only and does not purport to be full or complete and may not be used in making any investment decision. This announcement does not contain sufficient information to support an investment decision and investors should ensure that they obtain all available relevant information before making any investment. This announcement does not constitute and may not be construed as any offer to sell or issue, or any solicitation of an offer to purchase, subscribe for or otherwise acquire, investments of any description, nor as a recommendation regarding the possible offering or the provision of investment advice by any party. No information in this announcement should be construed as providing financial, investment or other professional advice and each prospective investor should consult its own legal, business, tax and other advisers in evaluating the investment opportunity. No reliance may be placed by any person for any purposes whatsoever on this announcement, or its accuracy, fairness or completeness.

Nothing in this announcement constitutes investment advice and any recommendations that may be contained herein have not been based upon a consideration of the investment objectives, financial situation or particular needs of any specific recipient.

The information and opinions contained in this announcement are provided as at the date of this announcement and are subject to change and no representation or warranty, express or implied, is or will be made in relation to the accuracy or completeness of the information contained herein and no responsibility, obligation or liability or duty (whether direct or indirect, in contract, tort or otherwise) is or will be accepted by the Company, JPMorgan Funds Limited, J.P. Morgan Securities plc (which conducts its UK investment banking activities as J.P. Morgan Cazenove), BDO LLP, or any of their respective affiliates or by any of their respective officers, employees or agents in relation to it.

The Company has a limited operating history and investors have a limited basis on which to evaluate the Company's ability to achieve its investment objective. Potential investors should be aware that any investment in the Company is speculative, involves a high degree of risk, and could result in the loss of all or substantially all of their investment. Results can be positively or negatively affected by market conditions beyond the control of the Company or any other person.

The information contained in this announcement is given at the date of its publication (unless otherwise marked). No reliance may be placed for any purpose whatsoever on the information or opinions contained in this announcement or on its completeness, accuracy or fairness. This announcement has not been approved by any competent regulatory or supervisory authority.

The information in this announcement may include forward-looking statements, which are based on the current expectations and projections about future events and in certain cases can be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue", "target", "believe" (or the negatives thereon) or other variations thereon or comparable terminology. These forward-looking statements, as well as those included in any related materials, are subject to risks, uncertainties and assumptions about the Company, including, among other things, the development of its business, trends in its operating industry, and future capital expenditures and acquisitions. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur.

Each of the Company, JPMorgan Funds Limited, J.P. Morgan Cazenove, BDO LLP and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Each of the Company, JPMorgan Funds Limited, J.P. Morgan Cazenove, BDO LLP and their respective affiliates, officers, employees and agents expressly disclaim any and all liability which may be based on this announcement and any errors therein or omissions therefrom.

The date of Admission may be influenced by things such as market conditions. There is no guarantee that Admission will occur and you should not base your financial decisions on the Company's intentions in relation to Admission at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing the entire amount invested. Persons considering making such investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Issue. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Issue for the person concerned.

No representation or warranty is given to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views contained herein are based on financial, economic, market and other conditions prevailing as at the date of this announcement. The information contained in this announcement will not be updated. The target gross proceeds is a target only and should not be taken as an indication of the gross proceeds which will be raised under the Issue.

This announcement does not constitute or form part of, and should not be construed as, any offer or invitation or inducement for sale, transfer or subscription of, or any solicitation of any offer or invitation to buy or subscribe for or to underwrite, any share in the Company or to engage in investment activity (as defined by the Financial Services and Markets Act 2000) in any jurisdiction nor shall it, or any part of it, or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY, HAVE BEEN APPROVED BY JPMorgan FUnds Limited SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (AS AMENDED). JPmorgan funds limited IS AUTHORISED and regulated BY THE financial conduct AUTHORITY IN THE UNITED KINGDOM. jpmorgan funds limited IS ACTING FOR THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE ISSUE AND ADMISSION AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE COMPANY FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF jpmorgan funds limited OR FOR AFFORDING ADVICE IN RELATION TO ANY TRANSACTION OR ARRANGEMENT REFERRED TO IN THIS ANNOUNCEMENT. 

Neither this announcement nor any part or copy of it may be taken or transmitted into the United States, Australia, Canada, South Africa or Japan, or distributed directly or indirectly to US Persons (as defined below) or in the United States, Australia, Canada, South Africa or Japan. Any failure to comply with this restriction may constitute a violation of applicable law. This announcement does not constitute an offer of securities to the public in the United States, Australia, Canada, South Africa or Japan or in any other jurisdiction. Persons into whose possession this announcement comes should observe all relevant restrictions. There will be no public offer of the shares in the United States, Australia, Canada, South Africa or Japan.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") and as such investors will not be entitled to the benefits of the Investment Company Act. The shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities or regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, into or within the United States or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act, "Regulation S"), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States. There will be no public offer of the shares in the United States. Subject to certain limited exceptions, the shares will only be offered or sold only outside the United States to non U.S. Persons in offshore transactions in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S thereunder.

Neither the U.S. Securities and Exchange Commission ("SEC") nor any state securities commission has approved or disapproved of the shares or passed upon or endorsed the merits of the offering of the shares or the adequacy or accuracy of the Prospectus or this announcement. Any representation to the contrary is a criminal offence in the United States.

The shares may not be acquired by: (i) investors using assets of: (A) an "employee benefit plan" as defined in Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA; (B) a "plan" as defined in Section 4975 of the United States Internal Revenue Code of 1986, as amended (the "U.S. Tax Code"), including an individual retirement account or other arrangement that is subject to Section 4975 of the U.S. Tax Code; or (C) an entity whose underlying assets are considered to include "plan assets" by reason of investment by an "employee benefit plan" or "plan" described in preceding clause (A) or (B) in such entity pursuant to the U.S. Plan Assets Regulations; or (ii) a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the U.S. Tax Code (collectively, "Benefit Plan Investors") unless its purchase, holding, and disposition of the shares will not constitute or result in a non-exempt violation of any such substantially similar law.

In addition, the 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 of incorporation of the Company. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions

This announcement and the Issue are subject to the Alternative Investment Fund Managers Directive ("AIFMD") as implemented by Member States of the European Economic Area. JPMorgan Funds Limited, in its capacity as alternative investment fund manager (within the meaning of the AIFMD, "AIFM"), has made the notifications or applications and received, where relevant, approvals for the marketing of the shares to "professional investors" (as defined in the AIFM Directive) in the following EEA States: the United Kingdom, Belgium, the Republic of Ireland, Luxembourg Sweden and Finland. This announcement should not be made available to any investor domiciled in any EEA State other than those cited above. Prospective investors domiciled in the EEA that have received the announcement in any EEA State other than those cited above should not subscribe for the shares (and the Company reserves the right to reject any application so made, without explanation).

J.P. Morgan Cazenove, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for the Company and no one else in connection with the Issue and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, or for advising any such person in relation to any transaction or arrangement referred to in this announcement.

This announcement does not constitute any form of financial opinion or recommendation on the part of J.P. Morgan Cazenove or any of its affiliates and is not intended to be an offer, or the solicitation of any offer, to buy or sell any securities. J.P. Morgan Cazenove is not responsible for the contents of this announcement or the Prospectus once published. This does not exclude any responsibilities which J.P. Morgan Cazenove may have under the Financial Services and Market Act 2000 or the regulatory regime established thereafter.

In connection with the Issue, J.P. Morgan Cazenove and any of its affiliates, may take up a portion of the shares in the Issue as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Issue or otherwise. Accordingly, references in this announcement to shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by J.P. Morgan Cazenove and any of its affiliates acting in such capacity.

IN ADDITION, j.p. morgan cazenove AND ANY OF its AFFILIATES MAY ENTER INTO FINANCING ARRANGEMENTS (INCLUDING SWAPS OR CONTRACTS FOR DIFFERENCES) WITH INVESTORS IN CONNECTION WITH WHICH it AND ANY OF its AFFILIATES MAY FROM TIME TO TIME ACQUIRE, HOLD OR DISPOSE OF SHARES. j.p. morgan cazenove does NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATIONS TO DO SO.

To the extent permitted by applicable law, we may record telephone calls and monitor electronic communications to comply with our legal and regulatory obligations and internal policies. Personal data will be collected, stored and processed by J.P. Morgan Asset Management in accordance with our EMEA Privacy Policy www.jpmorgan.com/emea-privacy-policy Investment is subject to documentation. The Prospectus and PRIIPs Key Information.

INFORMATION TO DISTRIBUTORS

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that the 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 counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the 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 that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, J.P. Morgan Cazenove and/or the Company (the "Placers") will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; 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 shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the shares and determining appropriate distribution channels.

PRIIPS REGULATION

Investors should be aware that Regulation (EU) No. 1286/2014 of the European Parliament and of the Council of the European Union of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) and its implementing and delegated acts, as amended, (the "PRIIPs Regulation") requires JPMorgan Asset Management (UK) (the "Investment Manager"), as a PRIIP manufacturer, to prepare a key information document in respect of the Company's shares. The key information document in respect of an investment in the shares has been prepared by the Investment Manager and is available to investors at www.jpmrealassets.co.uk

The Company is not responsible for the information contained in any key information document and investors should note that the procedures for calculating the risks, costs and potential returns are prescribed by the law. The figures in the key information documents may not reflect the expected returns for the Company and anticipated performance returns cannot be guaranteed.

The Investment Manager is the only manufacturer of the shares for the purposes of the PRIIPs Regulation and neither the Company nor J.P. Morgan Cazenove is a manufacturer for these purposes. The Placers make no representations, express or implied, and do not accept any responsibility whatsoever for the contents of the key information documents prepared by the Investment Manager nor accepts any responsibility to update the contents of the key information documents in accordance with the PRIIPs Regulation, to undertake any review processes in relation thereto or to provide such key information documents to future distributors of the shares. The Placers (and their affiliates other than the Investment Manager) accordingly disclaim all and any liability whether arising in tort or contract or otherwise which they might have in respect of the key information documents prepared by the Investment Manager.

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