Half-Yearly Financial Report to 30 June 2017

Chairman's Statement

These are the final financial statements to be published prior to the end of the Company's fixed life on 30 November 2017.

Performance

The performance of your Company's investment portfolio is best illustrated by the performance of the Common Shares within the Company's split capital structure. The Net Asset Value of the Common shares increased by 4.3 per cent. during the period under review. By comparison, the Company's benchmark index, the FTSE All-Share Index, increased by 3.3 per cent. (in capital terms) during the same period.

The Net Asset Value of the Zero Dividend Preference shares increased by 5.2 per cent. during the period under review from 137.58p to 144.76p, while the Company's Ordinary Income shares remained uncovered as to any final entitlement as a consequence of the prior ranking rights of the Company's Zero Dividend and Common Share classes within the Company's split capital structure.

At the portfolio level, the Company's domestic UK equity positions have recovered well from the shock of the vote for Brexit in June 2016. The absence of most retailers and supermarkets from the portfolio means that the Company was spared most of the negative effects of the weakening of Sterling, while its overseas holdings with significant overseas operations were beneficiaries.

Revenue & Dividends

The Company's revenue after tax for the six months to 30 June 2017 amounted to £824,000. The revenue return per Ordinary Income share and per Common share were 0.90p and 2.52p respectively.

On 28 April 2017, the Company declared a 1st interim dividend of 0.65p (net) per Ordinary Income share and 1.82p (net) per Common share for the financial period ending 30 November 2017, which was paid on 2 June 2017. The XD and record dates were 11 and 12 May 2017 respectively.

On 27 July 2017, the Company declared a 2nd interim dividend of 0.65p (net) per Ordinary Income share and 1.82p (net) per Common share for the financial period ending 30 November 2017, which was paid on 1 September 2017. The XD and record dates were 3 and 4 August 2017 respectively.

A final interim dividend will be paid to both Ordinary Income and Common shareholders prior to the Company's planned liquidation on 30 November 2017.

The Company's planned liquidation on 30 November 2017

The Company has a planned life under the terms of its articles of association to 30 November 2017, whereupon holders of Ordinary Income, Common and Zero Dividend Preference shares will each have an entitlement to redeem their holdings for cash in the context of the liquidation of the Company.

Hurdle rates between now and the end of the Company's planned life

Between 31 August 2017 and the end of the Company's planned life on 30 November 2017, the Manager estimates that the Company's investment portfolio (total assets) would need to grow by approximately 13.2 per cent. (annualised, after meeting the operating expenses of the Company) in order for the Common and Zero Dividend Preference shareholders to expect a final entitlement on that date equal to their preferred entitlement of 150p per share.

The Company's investment portfolio would need to grow by approximately 45.1 per cent. on the same annualised basis in order for the Company's Ordinary Income shareholders to expect a final entitlement on that date equal to their closing middle market price, as at 31 August 2017, of 3.38p per share.

In the event that the Company's investment portfolio does not grow sufficiently to meet the final entitlements of Common and Zero Dividend Preference shareholders on 30 November 2017 then those two share classes will receive as much of the Company's capital assets as are available for distribution in accordance with their preferred entitlements to capital under the Company's articles of association. Regrettably Ordinary Income shareholders would not receive any capital distribution from the Company in those circumstances.

The hurdle rates refer to capital growth only and do not take into account any further dividend(s) which may be payable to Ordinary Income or Common shareholders between now and 30 November 2017.

Reconstruction proposals for the Company

On 13 September 2017, the Company announced that it has agreed in principle to proposals with Jupiter UK Growth Investment Trust plc ("Jupiter UK Growth") under which the Company, through a scheme of reconstruction expected to be effected under section 110 of the Insolvency Act 1986, will be wound up voluntarily and the Shareholders will be offered a choice of:

· Rolling over their investment on a cost and tax efficient rollover into new ordinary shares to be issued by Jupiter UK Growth; &/or

· Electing for a cash exit at their final asset value calculated in accordance with the Company's articles.

Jupiter UK Growth is an investment trust which aims to achieve capital appreciation by principally investing in companies which are listed and/or which undertake a significant proportion of their business in the UK. As well as Jupiter UK Growth offering Shareholders a similar investment exposure, it was important to the Company's consideration that Jupiter UK Growth implements a discount and premium policy under which it uses share buy backs and issues with the intention of ensuring that, in normal market conditions, the market price of its shares tracks their underlying net asset value.

In its planning for the Company's winding up, the Board has been conscious that the final asset ‎value attributable to the Ordinary and Common shares will be sensitive to the costs of any proposals. The Board is therefore pleased to note that Jupiter has proposed a payment to the Company intended to limit the costs incurred to a level that would be expected on a standalone winding up.

A circular will be sent to all shareholders containing full details of the proposals in late October. .All shareholders will, in any event, be given an opportunity to elect for cash should they wish to conclude their investment in the Company on 30 November 2017 rather than roll over their investment.

Since any proposals for the continuation or reconstruction of the Company will necessarily require the prior approval of shareholders at a General Meeting there can be no guarantee, at this stage, that any such proposals will be implemented. It is anticipated that the Manager will make a material contribution towards the cost of implementation of the Company's reconstruction proposals.

Market Outlook

The start of 2017 was dominated by the new presidency of Donald Trump. Contrary to many people's expectations he neither toned down the rhetoric nor the tweeting, indeed his inauguration speech emphasised his desire to upend the status quo. In January and February, financial markets took these surprises and confrontations with aplomb.

The US Federal Reserve ('Fed') indicated to markets its desire to begin the gradual unwinding of quantitative easing sooner rather than later. Almost immediately, central banks in the UK and eurozone began to comment that they too were minded to call time on emergency monetary measures but, like St Augustine, not yet. Japan carried on buying its own bonds, having no alternative.

In the UK, credit tightening is currently being undertaken not so much by direct monetary policy as by leaning on credit providers to tighten up their lending conditions. The collapse in the household savings rate is not a sign of consumer confidence. Rather, piggy banks are being raided and unsecured debt taken on to bridge the widening gap between stagnant wage growth and rising inflation.

The British government invoked Article 50 on 29 March while a botched snap election only served to increase the sense of uncertainty about the future. This is likely to make businesses less willing to invest while the impact of weak Sterling on indebted consumers is well known and arguably priced into markets. It will be interesting to see whether the rise of populism will lead policymakers to prioritise political considerations over fiscal prudence, i.e. will fiscal policy be eased just at a time when it sees that tightening is required. Well, we shall find out.

Economic growth in the UK is likely to be subdued at best but, overall, we think that generally subdued inflation around the world and low interest rates provide a good backdrop for asset prices, and this global trend offsets some of the worries about the Fed raising interest rates again later this year. Implementation of President Trump's proposed tax reform package remains as far off as ever. In contrast, the Company's planned liquidation will be on 30 November 2017. It has been my pleasure to serve as Chairman and I would like to extend my thanks to my fellow directors for their service to the Company over the past seventeen years.

Martin Boase

Chairman

21 September 2017

Investment Adviser's Review

Market Review

In the period under review the FTSE All-Share (capital only) Index returned 3.3 per cent. while the total assets of the Company rose 4.5 per cent.

The year began full of sound and fury as a freshly inaugurated President Trump strutted and fretted with talk of building walls and bridges. Capital was to be re-shored; middle easterners were to remain offshore. The prospect of a potentially large programme of fiscal stimulus taking up the baton from monetary policy was enough to allow equity markets to start the year strongly. But after a couple of months the honeymoon 'reflation trade' began to fade. Failure to repeal Obamacare confirmed that investors were right to have questioned the likely speed and scale of his proposed changes.

The US Federal Reserve ('Fed') raised interest rates in March and again in June taking the overnight funds rate to the target range of 1 per cent. to 1.25 per cent. The Fed seemed keen to push on with "normalising" monetary policy at as fast a pace as the economy and the bond market could comfortably tolerate. As part of its choreographed series of statements, it announced that it intended to start a regular contraction of its bloated balance sheet later this year. In the eurozone, Mario Draghi made his contribution to engineering a mood swing by pointedly remarking that "deflationary forces have been replaced by inflationary ones".

Around the same time, some Bank of England ('Bank') appointees began to vote for an interest rate rise to reverse the emergency cut last summer, while permanent members of the Bank made a series of closely-spaced and seemingly contradictory speeches saying that now was/wasn't the time to raise interest rates. Inflation has been above the Bank's target of 2 per cent since January 2017.

UK base rates have not risen for a decade so perhaps it was necessary for markets to be shown a measure of apparent uncertainty among policy makers so that this could be gradually priced in. Central banker comments are not just aimed at professionals. It does no harm to remind consumers that interest rates can rise and suggest that they prepare for a world where, if Brexit goes badly wrong, the economy could worsen significantly. The UK formally triggered Article 50 on 29 March 2017. The number of people defaulting on their credit card bills and personal loans jumped in the second quarter of the year.

Policy Review

The company delivered a positive return and also outperformed the FTSE All-Share Index in the first half of 2017. This was driven by a series of solid results from our core holdings.

Car insurer esure delivered good results saying it was able to quote for a wider part of the market and would target strong growth in premiums. Its low-risk approach meant it was one of the car insurers least affected by the punitive changes to the Ogden discount rate that led other insurers to make one-off provisions to their balance sheets. GoCompare.com - one of the less highly rated price comparison websites (which demerged from esure) - also performed well. Price comparison websites are interesting to us as countercyclical businesses, as consumers tend to shop around more when their incomes are squeezed and/or car insurance rates rise. Packaging specialist Mondi continued to achieve higher prices for its products - the shift to online shopping has created strong demand for corrugated cardboard packaging. Ryanair shares rose partly on the back of good passenger numbers in the sector and partly as Alitalia moved to file for bankruptcy. Specialist retailer N Brown continued to improve. Some brands are growing strongly, earlier restructuring is paying off and the transition from catalogue to digital is progressing well. Conviviality (retail off license chain) performed well. Originally called Bargain Booze, it has accelerated its corporate development with the acquisitions of Matthew Clark (wholesaler) and Bibendum (fine wines). Better buying power, reduced administrative complexity, improved logistics and lower overheads should drive returns and improve an already strong cashflow to support a healthy dividend stream. Set against this there were negative contributions from BT, Centrica and RPC. BT was fined a record £42m by the regulator and will also have to pay compensation for delayed high speed cable installations. Centrica suffered from the threat of a politically-imposed price cap and RPC was out of favour on concerns over its high number of exceptional items and the way it calculated free cash flow.

We opened new positions in Global Ports Holdings, NCC (cyber security) and Essentra (global components). The former buys long-term port concessions from governments, refurbishing them to attract a 50/50 mix of commercial and cruise shipping. It is a big operator in a fragmented market and a play on the secular growth in cruising holidays. We think the business has good dividend prospects. The latter two had profits warnings which we thought were fixable under new chief executives.

We added to esure, GoCompare.com, Mondi and Midwich (all trading well), RPC (concerns overdone), ITV (negative sentiment too focused on advertising rates while ignoring studio division) and Galliford Try (temporarily set back by loss on a fixed-price legacy construction contract).

We sold Centrica (following the botched general election it looked like an all-too-obvious whipping boy in the regulatory industry), Direct Line (the lower Ogden discount rate meant the insurer would have to boost reserves rather than pay special dividends) and Verizon Communications (in a static market it was likely to face margin pressure from well-funded competitors).

We reduced positions in telecoms Vodafone and KCOM, Royal Mail and CRH. We switched some of our holding in Imperial Brands into British American Tobacco (BAT). In our view, the future of tobacco is new electronic smoking devices which may mitigate the decline in smoking. In Japan, these products have even been taken up by non-smokers. BAT has invested a lot in replicating the taste and hit provided by these devices, Imperial Brands hasn't - we think BAT may have first mover advantage.

Outlook

In the UK, credit tightening is being done not so much by direct monetary policy as by leaning on credit providers to tighten up their lending conditions. Banks have already begun to set aside more capital while imposing stricter lending criteria. The collapse in the household savings rate is not a sign of consumer confidence. Rather, piggy banks are being raided and unsecured debt used to bridge the widening gap between stagnant wage growth and rising prices.

It is quite unusual to have a period where the Bank's monetary policy committee members regularly express views which appear to contradict each other. And although the past has shown that it is usually best to ignore the Governor's guiding comments on base rates, the divergence of views could be taken to reflect the genuine policy uncertainty that is likely to arise at a turn in the cycle.

The Company's holdings maintain a bias towards certain UK domestic companies (though we avoid most retailers and banks) that we think capable of making good progress and increasing their dividends. Many of these operate in areas of non-discretionary spending and/or should also be able to grow profits by improving their margins. Balancing this, we also have a range of companies whose international operations continue regardless of domestic woes, although we continue to avoid highly priced staples (e.g. Unilever, Diageo and Reckitt Benckiser) and volatile mining companies. In the UK, we expect the impact of Brexit will be on the long-term growth rate rather than on the near-term economic cycle. Overall, we expect a weak outlook set against a backdrop of gradual, guided slow tightening monetary policy.

Alastair Gunn

Fund Manager

Jupiter Asset Management Limited

Investment Adviser

21 September 2017

Investment Portfolio as at 30 June 2017

Cross Holdings in other Investment Companies

It is the Company's stated policy that this exposure should not be permitted to exceed 15 per cent. of Total Assets. As at 30 June 2017, none of the Company's assets were invested in listed closed-ended investment funds.

Interim Management Report

Related Party Transactions

During the first six months of the current financial year no transactions with related parties have taken place which have materially affected the financial position or performance of the Company during the period. Details of related party transactions are contained in the Annual Report and Accounts for the year ended 31 December 2016.

Principal Risks and Uncertainties

The principal risks and uncertainties associated with the Company's business can be divided into the following areas:

· Investment Strategy and Share Price Movement;

· Liquidity Risk;

· Gearing Risk;

· Discount to Net Asset Value;

· Regulatory Risk;

· Credit and Counterparty Risk;

· Loss of Key Personnel;

· Operational; and

· Financial.

Information on these risks is set out in the 2016 Annual Report & Accounts.

In the view of the Board these principal risks and uncertainties are applicable to the remaining life of the Company, until 30 November 2017, as they were to the six months under review.

Going Concern

Proposals for the liquidation or reconstruction of the Company will be put to shareholders prior to its planned wind up date. Accordingly, these accounts have been prepared on a break up basis.

Directors' Responsibility Statement

The Board of Directors of Jupiter Dividend & Growth Trust PLC, confirms that, to the best of its knowledge:

(a) The condensed set of financial statements have been prepared in accordance with FRS 104 as issued by the Financial Reporting Council and give a true and fair view of the assets, liabilities, financial position and return of the Company for the six months to 30 June 2017; 

(b) The Chairman's Statement, the Investment Adviser's Review and the Interim Management Report include a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules; and 

(c) The Interim Management Report includes a fair review of the information required by DTR 4.2.8.R of the Disclosure and Transparency Rules on related party transactions. 

The Half-Yearly Financial Report has not been audited or reviewed by the Company's auditors.

For and on behalf of the Board

Martin Boase

Chairman

21 September 2017

Income Statement

For the six months to 30 June 2017 (unaudited)

The total column of this statement is the profit and loss account of the Company prepared in accordance with UK Generally Accepted Accounting Practice ('UK GAAP').

The financial information does not constitute 'accounts' as defined in section 434 of the Companies Act 2006.

Statement of Financial Position

As at 30 June 2017

* These reserves are subject to restrictions in terms of their distributability. Details of the restrictions are as follows: Distributions would only be made to holders of Common shares from the revenue reserve included in the capital reserve figure.

*\* These reserves form the distributable reserves of the Company and may be used to fund distribution of profits to investors via dividend payments.

Statement of Changes in Equity

For the six months to 30 June 2017 (unaudited)

* For the dividends paid and declared:

Fourth quarterly dividend of 0.65p (2016: 0.25p) has been paid out of revenue profits.

First quarterly dividend of 0.65p (2016: 0.45p) has been paid out of revenue profits.

Statement of Cash Flow

For the six months to 30 June 2017 (unaudited)

Notes to the Financial Statements

1. Financial Statements

The information contained within the financial statements in this half year report has not been audited or reviewed by the Company's auditors.

The figures and financial information for the year ended 31 December 2016 are extracted from the latest published financial statements of the Company and do not constitute statutory accounts for that year. Those financial statements have been delivered to the Registrar of Companies and including the report of the auditors which was unqualified and did not contain a statement under either section 498(2) or 498(3) of the Companies Act 2006.

2. Accounting Policies

The financial statements are prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice ('UK GAAP'), including FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Statement of Recommended Practice 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' (the 'SORP') issued by the Association of Investment Companies in November 2014.

FRS 104, 'Interim Financial Reporting', issued by the Financial Reporting Council ('FRC') in March 2015 has been applied in preparing this condensed set of financial statements for the six months ended 30 June 2017.

The Company has a fixed life and will be wound up voluntarily on or around 30 November 2017. Therefore, these half year financial statements have been prepared under the 'break-up' basis. Fixed assets have been reclassified as current assets. The market value for investments is deemed to be a proxy for recoverable value. Creditors falling due after more than one year have been reclassified as current liabilities.

The accounting policies applied to this condensed set of financial statements are consistent with those applied in the financial statements for the year ended 31 December 2016.

3. Gains/(losses) on investments

4. Return per share

Return per Ordinary Income shares

5. Transaction Costs

During the period expenses were incurred in acquiring or disposing of investments.

6. Comparative Information

The financial information contained in this interim report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The financial information for the six months to 30 June 2017 and 30 June 2016 has not been audited.

The information for the year ended 31 December 2016 has been extracted from the latest published audited financial statements. The audited financial statements for the year ended 31 December 2016 have been filed with the Registrar of Companies. The report of the auditors on those accounts contained no qualification or statement under section 498(2) or (3) of the Companies Act 2006.

7. Net Asset Value per Ordinary Income share

The Net Asset Value per Ordinary Income share as at 30 June 2017, calculated in accordance with the Articles of Association, was as follows:

Net Asset Value per Ordinary Income shares on the balance sheet is based on net assets of £327,000 (31 December 2016: £688,000) and on 91,675,333 (31 December 2016: 91,675,333) Ordinary Income shares, being the number of Ordinary Income shares in issue at the end of the period.

8. Fair valuation of investments

The fair value hierarchy analysis for investments held at fair value at the period end is as follows:

9. Transactions with the Manager

Jupiter Unit Trust Managers Limited ('JUTM') is contracted to provide investment management services to the Company (subject to termination by not less than twelve months' notice by either party) for an annual fee of 0.75 per cent. of total assets less current liabilities payable quarterly in arrears.

The Management fee paid to JUTM for the period 1 January 2017 to 30 June 2017 was £218,000. Management fees of £110,000 were outstanding as at 30 June 2017 (30 June 2016: £96,000).

With effect from 1 October 2016, the Board agreed that the Manager cease calculating a performance fee for the Company.

Availability of Half-Yearly Financial Report

A copy of the Half-Yearly Financial Report has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

The Half-Yearly Financial Report will also shortly be available for download from the Company's website (www.jupiteram.com/JDT).

For further information, please contact:

Richard Pavry

Head of Investment Trusts

Jupiter Asset Management Limited, Company Secretary

[email protected]

020 3817 1496

21 September 2017

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