Shareholder FAQs

Shareholders should read the information set out in the circular to shareholders dated 17 April 2025 (the ‘Circular’). The Circular sets out the information about the proposed transaction in detail. Shareholders should base their voting and investment decisions on the information set out in the Circular and should not rely solely on this webpage, which is a summary.

• 1. What is happening?

  The Board of HINT recognises that current market conditions have driven the need for larger, more liquid vehicles that offer highly competitive cost structures.  Against this backdrop and taking account of recent performance, as well as feedback from shareholders, the Board announced on 7 February 2025 that it had agreed heads of terms with JPMorgan Global Growth & Income plc (‘JGGI’) for a combination of the Company’s assets with JGGI.  It is proposed that this is achieved through a scheme of reconstruction and subsequent members’ voluntary liquidation of HINT (the ‘Scheme’).  If the proposals are accepted by the HINT and JGGI shareholders, the Company’s assets will be transferred to JGGI and HINT shareholders will be issued new JGGI shares. Certain debt issued by HINT will also be transferred to JGGI. It is proposed that HINT will enter members’ voluntary liquidation.

  More information on JGGI can be found on the website:  JPMorgan Global Growth & Income plc | J.P. Morgan Asset Management

  The manager of JGGI, JPMorgan Funds Limited (‘JPMF‘) has agreed to make a contribution to the costs of the transaction in the form of a fee waiver of an amount equal to the direct costs of the transaction incurred by both HINT and JGGI, subject to the Scheme being implemented (the ‘JPMF Cost Contribution‘). These are described further below.
   

• 2. What does the combination mean for me?

  If HINT shareholders approve the resolutions and JGGI shareholders grant the JGGI directors authority to issue new JGGI shares, HINT shareholders will receive new JGGI shares for their HINT shares. The calculation for how many new JGGI shares a shareholder will receive is as follows:

  

  The Formula Asset Value or ‘FAV’ of HINT will be calculated using the Net Asset Value (‘NAV’) with debt marked at fair value. This will be adjusted to reflect the JPMF Cost Contribution and deducting the amount which the proposed HINT liquidators will retain to cover liabilities and other contingencies. Using the NAV, rather than the share price, is a more accurate reflection of the Company’s assets. The formula above is expected to be calculated as at 21 May 2025 and announced on 28 May 2025.
   

• 3. Do I need to vote my shares?

  The proposed Scheme will require approval by the shareholders of HINT and JGGI.  HINT has convened two General Meetings on 12 May and 28 May 2025 and the Board encourages all shareholders to vote in support of the resolutions.  At least 75% of the votes cast at the General Meetings must be cast in favour of the resolutions for the Scheme to go ahead.

  The Board believes the Scheme will be beneficial to shareholders as:

  • JGGI has a strong investment performance track record in comparison to HINT;
  • HINT shareholders would benefit from an immediate uplift in value given the relative ratings of the two trusts;
  • The enlarged trust is expected to have net assets in excess of £3.1 billion resulting in improved liquidity for HINT shareholders;
  • HINT shareholders will continue to benefit from quarterly dividends (JGGI declared dividends of 18.44p per share in total for the year ended 30 June 2024 and aims to pay 4% of net assets in total dividends each year); and
  • HINT shareholders will benefit from reduced ongoing management fees with the blended rate of JGGI’s tiered fees expected to be c.0.38%.

  Note: JGGI’s current fee structure is charged at 0.55% per annum on net assets up to £750 million, 0.40% per annum on net assets in excess of £750 million and up to £1.5 billion and 0.3% per annum on net assets in excess of £1.5 billion. The HINT fee is charged at 0.575% of net assets per annum.
   

• 4. Do I need to do anything to elect for new JGGI shares?

  Other than voting in favour of the resolutions proposed in the circular and the resolutions being successfully passed, UK resident shareholders do not need to do anything else to receive new JGGI shares.

  Overseas shareholders should refer to question 5 below.
   

• 5. Can all shareholders participate?

  New JGGI shares will not be offered to shareholders resident outside the United Kingdom unless they can demonstrate that receiving these shares will not breach any relevant securities laws in the jurisdiction in which they live.  Overseas shareholders should contact the Company directly by emailing the Company Secretary at ITSecretariat@janushenderson.com, by no later than market close on 12 May 2025, if they can do so.

  Under the Scheme new JGGI shares issued to overseas shareholders who are unable to accept them, will be passed to the proposed HINT liquidator who will sell the shares on behalf of shareholders and return the cash to them, after deducting the cost incurred in selling the shares, in due course.
   

• 6. Will a dividend be paid before the scheme is implemented?

  On 17 April 2025, the Board announced a pre-liquidation interim dividend of 3.9p per share reflecting 1.95p per share in respect of the period ended 28 February 2025 and a further 1.95p per share for the period up to 31 May 2025 which, subject to the resolutions to be proposed at the first general meeting on 12 May 2025 being passed, will be paid to shareholders on 16 May 2025.
   

• 7. What costs will shareholders need to bear?

  Shareholders will not have to pay any costs directly.

  The Company will cover the costs incurred in implementing the Scheme (legal fees, financial advisory fees, other professional costs and similar costs). JPMF, JGGI’s investment manager, has also agreed to contribute to the costs of the Scheme and this will be provided by means of a fee waiver of JPMF’s annual management fee on the enlarged JGGI’s NAV following completion of the Scheme.

  Certain costs incurred by HINT will not be covered by the JPMF Cost Contribution. These include: (i) any costs of the realignment or realisation of the Company’s portfolio prior to the effective date of the Scheme; (ii) any costs associated with the termination of Company’s existing management arrangements; and (iii) the fees payable to the holders of debt issued by HINT in connection with the substitution of JGGI as issuer. These costs will be borne by HINT shareholders and reflected in the HINT FAV.

  Certain costs incurred by JGGI will not be covered by the JPMF Cost Contribution. For example, certain costs incurred in connection with the transfer of certain of the HINT debt will be borne by JGGI shareholders and reflected in the JGGI FAV. Certain other costs will be borne by the enlarged JGGI (but not reflected in the JGGI FAV), including stamp duty and transaction costs incurred by JGGI in connection with the acquisition of assets from HINT, and any listing fees payable in respect of the listing of the new JGGI shares issued in connection with the Scheme.

  In the event that the Scheme is not implemented, each party will bear its own and JPMF will not make any contribution towards such costs.
   

• 8. What are the important dates in this transaction?

  2 May 2025	Record date for pre-liquidation interim dividend
  8 May 2025	Deadline for proxy forms and CREST voting instructions NOTE: The deadline for shareholders holdings shares on share dealing platforms such as AJ Bell, Hargreaves Lansdown, Interactive Investor and so on, will be earlier so please check with your share dealing platform or nominee.
  12 May 2025	First General Meeting
  Market close on 21 May 2025	Calculation date
  28 May 2025	Second General Meeting and scheme effective date
  28 May 2025	Announcement of HINT FAV per share and JGGI FAV per share
  29 May 2025	CREST accounts credited with new JGGI shares
  Posted no later than 11 June 2025	Share certificates for new JGGI shares posted

   

• 9. Who should I contact if I have queries?

  Shareholders should contact the Company’s registrar, Computershare at:
  Telephone:  0370 707 1059
  Email:  web.enquiries@computershare.co.uk
  Post:  Computershare Investor Services, The Pavilions, Bridgewater Road, Bristol, BS99 6AH

  Alternatively, you can contact Janus Henderson Investors at:
  Email:    ITSecretariat@janushenderson.com